HomeMy WebLinkAboutAgreement A-21-062 with Future Ford of Clovis.pdf1
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Agreement No. 21-062
AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this 9th day of March 2021, by
and between the COUNTY OF FRESNO, a political subdivision of the State of California, ("COUNTY"), and
Decker Ford, Inc., dba Future Ford of Clovis, a California corporation, whose address is 920 W. Shaw Ave
Clovis CA, 93612 ("CONTRACTOR").
WIT N ES S ETH:
WHEREAS, COUNTY desires to obtain vehicle maintenance and parts for the Sheriff-Coroner-
Public Administrator, Internal Services Department, and Public Works Department (hereafter,
sometimes referred to individually as "COUNTY Department" or collectively as "COUNTY
Departments");
WHEREAS, CONTRACTOR is engaged in the business of furnishing vehicle maintenance
services and parts, and represents that it is capable of performing these services;
WHEREAS, COUNTY solicited a bid from CONTRACTOR for the provision of such services, in
accordance with the procedures provided by the COUNTY's Purchasing Manual; and
WHEREAS, COUNTY believes it is in the COUNTY's best interest to engage CONTRACTOR to
perform vehicle maintenance services and parts, and CONTRACTOR desires to perform these services
pursuant to the provisions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and
promises hereinafter contained, to be kept and performed by the respective parties, COUNTY and
CONTRACTOR agree as follows:
A. OBLIGATIONS OF THE CONTRACTOR
i. CONTRACTOR agrees to provide all labor, materials and equipment to perform
maintenance services, and parts when requested by a COUNTY Department, according to the rates as set
forth in Exhibit "B" , incorporated herein by reference and made a part of this Agreement . Nothing herein is
intended, nor shall it be construed, as creating an exclusive arrangement with CONTRACTOR. This
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1 Agreement shall not restrict COUNTY from obtaining these same or like goods and/or services from other 2 entities or sources. 3 ii. All equipment provided by CONTRACTOR must be guaranteed to operate in 4 accordance with acceptable current industry standards, and to COUNTY's satisfaction. 5 1. 6 The term of this Agreement shall be for a period of three (3) years, commencing retroactively on 7 March 1, 2021 through and including February 29th, 2024. This Agreement may be extended for two (2) 8 additional consecutive twelve (12) month periods upon written approval of both parties no later than thirty 9 (30) days prior to the first day of the next twelve (12) month extension period. The Sheriff-Coroner-Public 10 Administrator or her designee is authorized to execute such written approval on behalf of COUNTY, based 11 on CONTRACTOR's satisfactory performance. 12 2. TERMINATION 13 A Non-Allocation of Funds -The terms of this Agreement, and the services_to be 14 provided hereunder, are contingent on the approval of funds by the appropriating government agency. 15 Should sufficient funds not be allocated, the services provided may be modified, or this Agreement 16 terminated, at any time by giving the CONTRACTOR thirty (30) days advance written notice. 17 B. Breach of Contract -The COUNTY may immediately suspend or terminate this 18 Agreement in whole or in part, where in the determination of the COUNTY there is: 19 20 21 22 23 24 25 26 27 28 1) 2) An illegal or improper use of funds; A failure to comply with any term of this Agreement; 3) A substantially incorrect or incomplete report submitted to the COUNTY; 4) Improperly performed service. In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any breach of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither shall such payment impair or prejudice any remedy available to the COUNTY with respect to the breach or default. The COUNTY shall have the right to demand of the CONTRACTOR the repayment to the COUNTY of any funds disbursed to the CONTRACTOR under this Agreement, which in the judgment of the COUNTY were not expended in accordance with the terms of this Agreement. The CONTRACTOR shall promptly refund -2-
1 any such funds upon demand. 2 C. Without Cause -Under circumstances other than those set forth above, this 3 Agreement may be terminated by COUNTY upon the giving of thirty (30) days advance written notice of an 4 intention to terminate to CONTRACTOR. 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3. COMPENSATION/INVOICING: CONTRACTOR's compensation rates for performance of the labor and parts rendered pursuant to this Agreement are listed in Exhibit "B", attached and incorporated by this reference. In no event shall compensation paid for services performed under this Agreement exceed four hundred and thirty thousand dollars ($430,000.00) per year. In no event shall compensation paid for services performed under this Agreement during the initial 3-year term of the Agreement exceed one million, two hundred-ninety thousand dollars ($1,290,000.00). In the event this Agreement is extended for an additional fourth year, the total compensation paid to CONTRACTOR shall not exceed one million, seven hundred and twenty thousand dollars ($1,720,000.00). In the event this Agreement is extended for an additional fifth year, the total compensation paid to CONTRACTOR shall not exceed two million, one hundred and fifty thousand dollars ($2,150,000.00) during the total potential five-year term of this Agreement. It is understood that all expenses incidental to CONTRACTOR'S performance of services under this Agreement shall be borne by CONTRACTOR. CONTRACTOR will invoice the COUNTY on a monthly basis for the services provided under this Agreement. Invoices will include the itemized description of services performed with contract billing price, purchase order/contract number, date of service, invoice number, billing period, and amount. Invoices will be mailed to the County Department which requested the services, at the addresses listed below: Fresno County Sheriff's Office Attn: Business Office 2200 Fresno Street, P.O. Box 1788 Fresno, CA 93721 Fresno County Attn: Department of Public Works and Planning 2220 Tulare Street, 6th Floor -3-
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Fresno, CA 93721 COF -Fleet Services 4551 E. Hamilton Fresno, CA 93702 COUNTY shall make payments to CONTRACTOR within 45 days of receipt and verification of invoices. Payments will be mailed to: 4. Future Ford of Clovis 920W. Shaw Clovis, CA 93612 Email: tracyg@futurefordclovis.com Phone: (559) 294-6300 INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by CONTRACTOR under this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of the CONTRACTOR'S officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee, joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no right to control or supervise or direct the manner or method by which CONTRACTOR shall perform its work and function. However, COUNTY shall retain the right to administer this Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the terms and conditions thereof. CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, CONTRACTOR shall have absolutely no right to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all matters relating to payment of CONTRACTOR'S employees, including compliance with Social Security withholding and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, CONTRACTOR may be providing services to others unrelated to the COUNTY or to this Agreement. 5. MODIFICATION: Any matters of this Agreement may be modified from time to time by -4-
1 the written consent of all the parties without, in any way, affecting the remainder. 2 6. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement 3 nor their rights or duties under this Agreement without the prior written consent of the other party. 4 7. HOLD HARMLESS: CONTRACTOR agrees to indemnify, save, hold harmless, and at 5 COUNTY'S request, defend the COUNTY, its officers, agents, and employees from any and all costs and 6 expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or 7 resulting to COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its 8 officers, agents, or employees under this Agreement, and from any and all costs and expenses (including 9 attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm, 1 O or corporation who may be injured or damaged by the performance, or failure to perform, of 11 CONTRACTOR, its officers, agents, or employees under this Agreement. 12 8. INSURANCE 13 Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third 14 parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance 15 policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or 16 Joint Powers Agreement (JPA) throughout the term of the Agreement: 17 A. Commercial General Liability 18 Commercial General Liability Insurance with limits of not less than Two Million Dollars 19 ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This 20 policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including 21 completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal 22 liability or any other liability insurance deemed necessary because of the nature of this contract. 23 8. Automobile Liability 24 Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars 25 ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto 26 used in connection with this Agreement. 27 C. Professional Liability 28 If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in -5-
1 providing services, Professional Liability Insurance with limits of not less than One Million Dollars 2 ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. 3 D. Worker's Compensation 4 A policy of Worker's Compensation insurance as may be required by the California Labor Code. 5 Additional Requirements Relating to Insurance 6 CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance naming 7 the County of Fresno, its officers, agents, and employees, individually and collectively, as additional 8 insured, but only insofar as the operations under this Agreement are concerned. Such coverage for 9 additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained 1 O by COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance 11 provided under CONTRACTOR's policies herein. This insurance shall not be cancelled or changed without 12 a minimum of thirty (30) days advance written notice given to COUNTY. 13 CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and 14 employees any amounts paid by the policy of worker's compensation insurance required by this 15 Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be 16 necessary to accomplish such waiver of subrogation, but CONTRACTOR's waiver of subrogation under 17 this paragraph is effective whether or not CONTRACTOR obtains such an endorsement. 18 Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement, 19 CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the 20 foregoing policies, as required herein, to the County of Fresno, (Fresno County Sheriff's Office, Business 21 Office, 2200 Fresno Street, Fresno, CA 93721), stating that such insurance coverage have been obtained 22 and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for 23 any premiums on the policies; that for such worker's compensation insurance the CONTRACTOR has 24 waived its right to recover from the COUNTY, its officers, agents, and employees any amounts paid under 25 the insurance policy and that waiver does not invalidate the insurance policy; that such Commercial 26 General Liability insurance names the County of Fresno, its officers, agents and employees, individually 27 and collectively, as additional insured, but only insofar as the operations under this Agreement are 28 concerned; that such coverage for additional insured shall apply as primary insurance and any other -6-
1 insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees, shall be excess 2 only and not contributing with insurance provided under CONTRACTOR's policies herein; and that this 3 insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice 4 given to COUNTY. 5 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein 6 provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this 7 Agreement upon the occurrence of such event. 8 All policies shall be issued by admitted insurers licensed to do business in the State of California, 9 and such insurance shall be purchased from companies possessing a current A.M. Best, Inc. rating of A 10 FSC VII or better. 11 9. AUDITS AND INSPECTIONS: The CONTRACTOR shall at any time during business 12 hours, and as often as the COUNTY may deem necessary, make available to the COUNTY for examination 13 all of its records and data with respect to the matters covered by this Agreement. The CONTRACTOR 14 shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of such records and data 15 necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement. 16 If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to 17 the examination and audit of the California State Auditor for a period of three (3) years after final payment 18 under contract (Government Code Section 8546.7). 19 10. NOTICES: The persons and their addresses having authority to give and receive notices 20 under this Agreement include the following: 21 22 23 COUNTY COUNTY OF FRESNO Sheriff's Business Office 2200 Fresno St Fresno CA 93721 CONTRACTOR Future Ford of Clovis 920WShaw Clovis CA 93612 24 All notices between the COUNTY and CONTRACTOR provided for or permitted under this 25 Agreement must be in writing and delivered either by personal service, by first-class United States mail, by 26 an overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered by 27 personal service is effective upon service to the recipient. A notice delivered by first-class United States 28 mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid, -7-
1 addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one 2 COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid, 3 with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by 4 telephonic facsimile is effective when transmission to the recipient is completed (but, if such transmission is 5 completed outside of COUNTY business hours, then such delivery shall be deemed to be effective at the 6 next beginning of a COUNTY business day), provided that the sender maintains a machine record of the 7 completed transmission. For all claims arising out of or related to this Agreement, nothing in this section 8 establishes, waives, or modifies any claims presentation requirements or procedures provided by law, 9 including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code, 10 beginning with section 810). 11 11. GOVERNING LAW: Venue for any action arising out of or related to this Agreement shall 12 only be in Fresno County, California. 13 The rights and obligations of the parties and all interpretation and performance of this Agreement 14 shall be governed in all respects by the laws of the State of California. 15 12. DISCLOSURE OF SELF-DEALING TRANSACTIONS 16 This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-profit 17 or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes its status 18 to operate as a corporation. 19 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing transactions 20 that they are a party to while CONTRACTOR is providing goods or performing services under this 21 agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR is a party 22 and in which one or more of its directors has a material financial interest. Members of the Board of 23 Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a 24 Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit A and incorporated herein by 25 reference, and submitting it to the COUNTY prior to commencing with the self-dealing transaction or 26 immediately thereafter. 27 13. ENTIRE AGREEMENT: This Agreement, including all Exhibits, constitutes the entire 28 agreement between the CONTRACTOR and COUNTY with respect to the subject matter hereof and -8-
1 supersedes all previous Agreement negotiations, proposals, commitments, writings, advertisements, 2 publications, and understanding of any nature whatsoever unless expressly included in this Agreement. 3 4 5 Ill 6 7 8 Ill 9 10 11 Ill 12 13 14 Ill 15 16 17 Ill 18 19 20 Ill 21 22 23 Ill 24 25 26 Ill 27 28 -9-
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
2 hereinabove written .
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6 4A-I\ t>, RE\/1$ 6.~
7 Print Name & Title
8 q2,o W, w ""'(.,
9 t. l,o"' 1 S , (.., A "'.>G:,12-
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Mailing Address
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16 FOR ACCOUNTING USE ONLY:
17 Fund : 0001
18 Subclass: 10000
19 ORG : 31113229
20 Account: 7205
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22 Fund : 0700
23 Subclass : 15000
24 ORG : 9026
25 Account: 7205
26 Ill
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Steve B and u, Chairman of the Board of
Supervisors of the County of Fresno
ATTEST:
Bern ice E . Se id el
Clerk of the Board of Supervisors
County of Fresno , State of Californ ia
Sy d~¼
D p y
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1 2 3 FOR ACCOUNTING USE ONLY: 4 Fund: 1000 5 Subclass: 10000 6 ORG: 8910 7 Account: 7205 8 9 Fund: 0701 10 Subclass: 15001 11 ORG: 9015 12 Account: 7205 13 14 Fund: 0801 15 Subclass: 16900 16 ORG: 9140 17 Account: 7205 18 Ill 19 20 21 Ill 22 23 24 Ill 25 26 27 Ill 28 -11-
Exhibit A SELF-DEALING TRANSACTION DISCLOSURE FORM In order to conduct business with the County of Fresno (hereinafter referred to as "County"), members of a contractor's board of directors (hereinafter referred to as "County Contractor"), must disclose any self-dealing transactions that they are a party to while providing goods, performing services, or both for the County. A self-dealing transaction is defined below: "A self-dealing transaction means a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest" The definition above will be utilized for purposes of completing this disclosure form. INSTRUCTIONS (1) Enter board member's name, job title (if applicable), and date this disclosure is being made. (2) Enter the board member's company/agency name and address. (3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the County. At a minimum, include a description of the following: a. The name of the agency/company with which the corporation has the transaction; and b. The nature of the material financial interest in the Corporation's transaction that the board member has. (4) Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of the Corporations Code. (5) Form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4). -12-
Exhibit A (1) Company Board Member Information: Name: e,,._,,,.v D. f{171JI$ Date: . -Job Title: GE tJ Grt.Al m if Ill A q ~,c_ (2) Company/Agency Name and Address: F"-1-" f\.t.-Fo fl.t> • f-ttov,s qz.o l.J. 5H4W Av£ C l.,ov1S c.,q q 'J 1,,/-Z..., {3) Disclosure {Please describe the nature of the self-dealing transaction you are a party to): ll/t.,.-(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a): /J/4-(5) Authorized Signature1 Signature: I ~ 7a..-i{)/?~ Date: I ' ,Ii~,~ MIO"'~~ , 7 I -13-
1 2 3 4 Exhibit "B" Minimum Service Level: 5 COUNTY agrees to pay CONTRACTOR for providing vehicle maintenance services using the 6 following rate schedule: 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Item Cost Service Labor Pricing per Hour $115.00 Cost Price PLUS Markup %: Cost Plus 6% Free pick up and Other: re-delivery -14-