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HomeMy WebLinkAbout07 - Approval and Award of On-Call M/RSA for Vehicle Customization and Upfitting ServicesQ �EwPpRT CITY OF s NEWPORT BEACH `q44:09 City Council Staff Report January 23, 2024 Agenda Item No. 7 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: David A. Webb, Public Works Director - 949-644-3311, dawebb@newportbeachca.gov PREPARED BY: Kyle Brodowski, Facilities and Equipment Maintenance Manager - 949-718-3464, kbrodowski@newportbeachca.gov TITLE: Approval and Award of On -Call Maintenance/Repair Services Agreement with Joslin Mobile, Inc. for Vehicle Customization and Upfitting Services The City of Newport Beach utilizes special equipment installers for the upfitting and customization of emergency lighting, communication technology, and tactical equipment as needed for fire, lifeguard, and public works vehicles. The current agreement (Contract No. 7508-2) with Joslin Mobile Inc. (Joslin), expires in September 2024; however, there is currently less than 5% of the total -not -to -exceed funding remaining. Therefore, staff prepared and published a Request for Proposals (RFP) for Vehicle Customization and Upfitting Services. With the completion of the RFP selection process, staff recommends awarding an on -call agreement with Joslin for a five-year term and a total not -to -exceed amount of $1,045,000. RECOMMENDATIONS: a) Determine this action is exempt from the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because this action will not result in a physical change to the environment, directly or indirectly; and b) Approve an On -Call Maintenance/Repair Services Agreement with Joslin Mobile Inc. for vehicle customization and upfitting services for a five-year term and a total amount not -to -exceed $1,045,000, and authorize the Mayor and City Clerk to execute the agreement. DISCUSSION: Each year, the Public Works Department oversees the replacement of 35-50 vehicles including Fire Department apparatus and large equipment. Most of these vehicles will require the installation of special equipment such as: • Emergency lights that must comply with CCR title 13 § 818, Type of Warning Lamps Used on Emergency Vehicles and Special Hazard Vehicles; 7-1 Approval and Award of On -Call Maintenance/Repair Services Agreement with Joslin Mobile, Inc. for Vehicle Customization and Upfitting Services January 23, 2024 Page 2 • Communication technology, collision avoidance technology, mobile computers, proximity sensors, video gear, auxiliary power supplies; and • Custom fasteners, brackets, and storage compartments to accommodate tactical gear, and special equipment. These upfitting and customization services may require the complete removal of exterior body panels, fenders, hoods, bumpers, and exterior lights. In addition, vehicle interiors including dashboards, center consoles, seats, body/roof panels, and carpeting are removed to accommodate the routing of communication equipment, installation of proximity sensors and wire harnesses, and the mounting of tactical equipment. The Public Works Department utilizes professional contract installers with the technical expertise, certification and knowledge of various vehicles platforms and other related complexities, to complete this work. Contractors perform these services onsite. The ability to utilize such services allows the City's equipment mechanics to: • Focus on the daily maintenance and repair of the large fleet of City -owned vehicles and equipment; • Eliminate the need to transport equipment to and from various locations; • Provide technology updates, modifications, or repairs to emergency response vehicles while they remain in service; and • Oversee installations, approve set up and lay out, picture and document design and schematics. • Facilitate visits with the end user and installer to deliver a seamless integration of operator ergonomics and technology. To identify qualified contractors to perform this work, staff prepared and issued Request for Proposals (RFP 24-32) for Vehicle Customization and Upfitting Services. Staff provided a list of City vehicles that included emergency response vehicles and public service vehicles. A scope of services was provided that included examples of the most prevalent vehicle upfitting and customization requests. Proposers were asked to elaborate upon their experience and qualifications in performing this type of vehicle work, as well as their methodology for performing this work at the City Corporation Yard. The RFP yielded two responses, which were evaluated by a panel consisting of staff from the City's Public Works, Fire and Utilities Departments. The results of this review process can be found in the following table: PROPOSER TECHNICAL COST SCORE TOTAL SCORE OVERALL SCORE (MAX 60) (MAX 100) RANK (MAX 40 (HOURLY RATE) Joslin Mobile, 37.33 60 94.53 1 Inc. ($110.00) Norm Reeves 28 33.85 72.51 2 Ford ($195.00) 7-2 Approval and Award of On -Call Maintenance/Repair Services Agreement with Joslin Mobile, Inc. for Vehicle Customization and Upfitting Services January 23, 2024 Page 3 The basis used for pricing comparison was the stated hourly rate from each proposer. Joslin proposed an hourly rate of $110, with no additional mark-up on parts. Whereas Norm Reeves proposed an hourly rate of $195, and a 20% mark-up on parts. The basis to evaluate technical scores focused on related experience and the ability to provide services onsite at the City Corporation Yard. The scope of services clearly outlines that all work shall be performed at the City Corporation Yard and Joslin was able to meet that requirement. However Norm Reeves did not, stating in its proposal that vehicles and equipment would be delivered to its facility for requested services. Joslin earned the highest technical score ratings from the panel and the best hourly rate for work performed. In addition, Joslin currently has an agreement (Contract No. 7508-2) with the City for upfit and customization. The majority of work under their current agreement is upfitting new vehicles, other work would include switching gear as units are reassigned to different operations, or demobilizing equipment prior to disposal. Services provided by Joslin continue to meet or exceed expectations, City staff is pleased with the technical expertise and skilled labor provided by Joslin, and its ability to complete a variety of complex work within the time frame estimated for each task. Annual expenditures with Joslin have averaged $142,500, or 1,900 hours of labor at the previous contract rate of $75 per hour. Based upon a new contract labor rate of $110 per hour, and 1,900 hours of annual labor, staff now estimates annual expenditures to be approximately $209,000. This is a significant increase in labor costs however, the previous rate of $75 per hour was from 2019 and the new rate of $110 per hour is competitive with current industry standards and is comparative to other rates charged for similar contract services. Following this evaluation process staff recommends award of a new, five-year Vehicle Customization and Upfitting Services agreement with Joslin for a total not -to -exceed amount of $1,045,000. FISCAL IMPACT: The adopted budget includes sufficient funding for this purchase. It will be expensed in the Public Works Department Maintenance Outside Labor, 7529031-851045, Rolling Equipment Account, 7529032-911016, and the Equipment Contracted Set -Up Account, 7529032-911017. ENVIRONMENTAL REVIEW: Staff recommends the City Council find this action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. 7-3 Approval and Award of On -Call Maintenance/Repair Services Agreement with Joslin Mobile, Inc. for Vehicle Customization and Upfitting Services January 23, 2024 Page 4 NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). ATTACHMENT: Attachment A — Maintenance/Repair Services Agreement 7-4 ATTACHMENT A ON -CALL MAINTENANCE/REPAIR SERVICES AGREEMENT WITH JOSLIN MOBILE, INC. FOR VEHICLE CUSTOMIZATION & UPFITTING SERVICES THIS ON -CALL MAINTENANCE/REPAIR SERVICES AGREEMENT ("Agreement") is made and entered into as of this 23rd day of January, 2024 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and JOSLIN MOBILE INC., a California corporation ("Contractor"), whose address is 11090 Holmes Avenue, Jurupa Valley, CA 91752, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Contractor to perform on -call maintenance and/or repair services for City ("Project"). C. Contractor possesses the skill, experience, ability, background, certification and knowledge to provide the maintenance and/or repair services described in this Agreement. D. Contractor has examined the location of all proposed work, carefully reviewed and evaluated the specifications set forth by City for the Project, is familiar with all conditions relevant to the performance of services, and has committed to perform all work required for the compensation specified in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on January 22, 2029, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED 2.1 Contractor shall perform the on -call services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Upon written request from the Project Administrator as defined herein, Contractor shall provide a letter proposal for Services requested by the City (hereinafter referred to as the "Letter Proposal'). The Letter Proposal shall include the following: 2.1.1 A detailed description of the Services to be provided; 2.1.2 The position of each person to be assigned to perform the Services, and the name of the individuals to be assigned, if available; 7-5 and 2.1.3 The estimated number of hours and cost to complete the Services; 2.1.4 The time needed to finish the specific project. 2.2 No Services shall be provided until the Project Administrator has provided written acceptance of the Letter Proposal. Once authorized to proceed, Contractor shall diligently perform the duties in the approved Letter Proposal. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Contractor shall perform the Services in accordance with the schedule included in Exhibit A and the Letter Proposal. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Contractor to strictly adhere to the schedule set forth in Exhibit A and the Letter Proposal, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Contractor shall not be responsible for delays due to causes beyond Contractor's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Contractor shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein, not later than two (2) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Contractor's control. 3.4 For all time periods not specifically set forth herein, Contractor shall respond in the most expedient and appropriate manner under the circumstances, by fax, hand - delivery or mail. 4. COMPENSATION TO CONTRACTOR 4.1 City shall pay Contractor for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Letter Proposal and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Except as otherwise provided herein, no rate changes shall be made during the term of this Agreement without the prior written approval of City. Contractor's compensation for all Services performed in accordance with this Agreement, including all reimbursable items, shall not exceed One Million Forty Five Thousand Dollars and 00/100 ($1,045,000.00), without prior written amendment to the Agreement. 4.2 Contractor shall submit monthly invoices to City describing the Work performed the preceding month. Contractor's bills shall include the name and/or classification of employee who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date Joslin Mobile Inc Page 2 7.6 the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Contractor no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Contractor only for those costs or expenses specifically identified in Exhibit B to this Agreement and the Letter Proposal, or specifically approved in writing in advance by City. 4.4 Contractor shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with Exhibit B and the Letter Proposal. 5. PROJECT MANAGER 5.1 Contractor shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Contractor has designated Russell Joslin to be its Project Manager. Contractor shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Contractor, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Contractor warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement will be administered by the Public Works. City's Fleet/Facilities Manager or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Contractor in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Contractor, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Contractor's Work schedule. 8. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE 8.1 Contractor shall use only the standard materials described in Exhibit A in performing Services under this Agreement. Any deviation from the materials described Joslin Mobile Inc Page 3 7_7 in Exhibit A shall not be installed or utilized unless approved in advance and in writing by the Project Administrator. 8.2 All of the Services shall be performed by Contractor or under Contractor's supervision. Contractor represents that it possesses the personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Contractor certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws and legally recognized professional standards. 8.3 Contractor represents and warrants to City that it has, shall obtain and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Contractor to practice its profession. Contractor shall maintain a City of Newport Beach business license during the term of this Agreement. 8.4 Contractor shall not be responsible for delay, nor shall Contractor be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Contractor's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. RESPONSIBILITY FOR DAMAGES OR INJURY 9.1 City and all officers, employees and representatives thereof shall not be responsible in any manner for any loss or damage to any of the materials or other things used or employed in performing the Project or for injury to or death of any person as a result of Contractor's performance of the Services required hereunder; or for damage to property from any cause arising from the performance of the Project by Contractor, or its subcontractors, or its workers, or anyone employed by either of them. 9.2 Contractor shall be responsible for any liability imposed by law and for injuries to or death of any person or damage to property resulting from defects, obstructions or from any cause arising from Contractor's Work on the Project, or the Work of any subcontractor or supplier selected by Contractor. 9.3 To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, Joslin Mobile Inc Page 4 7.8 defects in workmanship or materials or Contractor's presence or activities conducted on the Project (including the negligent and/or willful acts, errors and/or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them), and/or if it is subsequently determined that an employee of Contractor is not an independent contractor. 9.4 Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence orwillful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 9.5 Contractor shall perform all Work in a manner to minimize public inconvenience and possible hazard, to restore other work areas to their original condition and former usefulness as soon as possible, and to protect public and private property. Contractor shall be liable for any private or public property damaged during the performance of the Work by Contractor or its agents. 9.6 To the extent authorized by law, as much of the money due Contractor under and by virtue of the Agreement as shall be considered necessary by City may be retained by it until disposition has been made of such suits or claims for damages as aforesaid. 9.7 The rights and obligations set forth in this Section shall survive the termination of this Agreement. 10. INDEPENDENT CONTRACTOR 10.1 It is understood that City retains Contractor on an independent contractor basis and Contractor is not an agent or employee of City. The manner and means of conducting the Work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Contractor or its employees. Nothing in this Agreement shall be deemed to constitute approval for Contractor or any of Contractor's employees or agents, to be the agents or employees of City. Contractor shall have the responsibility for and control over the means of performing the Work, provided that Contractor is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Contractor as to the details of the performance of the Work or to exercise a measure of control over Contractor shall mean only that Contractor shall follow the desires of City with respect to the results of the Services. 10.2 Contractor agrees and acknowledges that no individual performing Services or Work pursuant to this Agreement shall: work full-time for more than six (6) months; work regular part-time service of at least an average of twenty (20) hours per week for Joslin Mobile Inc Page 5 7.9 one year or longer; work nine hundred sixty (960) hours in any fiscal year; or already be a CaIPERS member. 11. COOPERATION Contractor agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with Contractor on the Project. 12. CITY POLICY Contractor shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Contractor is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Contractor is a partnership or joint -venture or syndicate or cotenancy, which shall result in changing the control of Contractor. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A and the Letter Proposal. Contractor shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a Joslin Mobile Inc Page 6 7-10 duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents"), prepared or caused to be prepared by Contractor, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Contractor or any other party. Contractor shall, at Contractor's expense, provide such Documents to City upon prior written request. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. RECORDS Contractor shall keep records and invoices in connection with the Services to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Contractor shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 20. WITHHOLDINGS City may withhold payment to Contractor of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Contractor shall not discontinue Work as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 21. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other contractors in connection with the Project. Joslin Mobile Inc Page 7 7-11 22. CONFLICTS OF INTEREST 22.1 Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seq., which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 22.2 If subject to the Act and/or Government Code §§ 1090 et seq., Contractor shall conform to all requirements therein. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. 23. NOTICES 23.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 23.2 All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn: Fleet/Facilities Manager Public Works City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 23.3 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attn: Russell Joslin Joslin Mobile Inc 11090 Holmes Ave. Jurupa Valley, CA 91752 24. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Contractor shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Contractor's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Contractor in writing as unsettled at the time of its final request for payment. Contractor and City expressly agree that in addition to any claims filing requirements set Joslin Mobile Inc Page 8 7-12 forth in the Agreement, Contractor shall be required to file any claim Contractor may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 25. TERMINATION 25.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 25.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Contractor. In the event of termination under this Section, City shall pay Contractor for Services satisfactorily performed and costs incurred up to the effective date of termination for which Contractor has not been previously paid. On the effective date of termination, Contractor shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 26. LABOR 26.1 Contractor shall conform with all applicable provisions of state and federal law including, but not limited to, applicable provisions of the federal Fair Labor Standards Act ("FLSA") (29 USCA § 201, et seq.). 26.2 Whenever Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Agreement, Contractor shall immediately give written notice to City, and provide all relevant information. 26.3 Contractor represents that all persons working under this Agreement are verified to be U.S. citizens or persons legally authorized to work in the United States. 26.4 To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees from loss or damage, including but not limited to attorneys' fees, and other costs of defense by reason of actual or alleged violations of any applicable federal, state and local labor laws or law, rules, and/or regulations. This obligation shall survive the expiration and/or termination of the Agreement. 27. STANDARD PROVISIONS 27.1 Recitals. City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference. Joslin Mobile Inc Page 9 7-13 27.2 Compliance with all Laws. Contractor shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Contractor shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 27.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 27.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 27.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 27.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 27.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 27.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 27.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 27.10 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 27.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. Joslin Mobile Inc Page 10 7-14 27.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Joslin Mobile Inc Page 11 7-15 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: t/ Il l Z By: AVon a on C. Harp �n7s `-i Attorney ATTEST: Date: Leilani I. Brown City Clerk Attachments CITY OF NEWPORT BEACH, a California municipal corporation Date: Bv: Will O Neill Mayor CONTRACTOR: Joslin Mobile Inc, a California corporation Date: By: Russell Todd Joslin Chief Executive Officer/Secretary [END OF SIGNATURES] Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Joslin Mobile Inc Page 12 7-16 EXHIBIT SCOPE OF SERVICES Joslin Mobile Inc Page A-1 7-17 Exhibit A Vehicle Upfit Scope of Services OBJECTIVE Contractor shall provide customization and upfitting services to the City's vehicles on an on- call/as-needed basis. All work is to be performed on -site at the City's Corporation Yard. BACKGROUND City Vehicles are managed by the Equipment Maintenance Division of the Public Works Department. Each department has staff to perform certain maintenance and repair functions, but more specialized customization and upfitting efforts have traditionally required a contractor. The following list is a representation of the types of City vehicles currently in service, identified by make and model: Ford F-150 Ford F-250 Ford F-350 Ford Police Interceptor Chevrolet Tahoe Ford Escape Ford Explorer Ford E-350 Toyota Tacoma Ford Taurus Nissan Altima Toyota Camry GMC Canyon Dodge Durango Dodge Charger Chevrolet Suburban GMC Sierra Ford Transit BMW RT120ORTP Chevrolet Colorado Ford F-550 Each project may vary with regard to scope, and while the City makes no representation on annual service volume, the Contractor shall be able to perform the following services, at a minimum: • Provide equipment and labor related to general vehicle maintenance & repair, including, but not limited to: vactors, vacuum trucks, hydrovac trucks, boat vessels, utility cars and trucks, SUVs, fire trucks, medic vans, engine pumpers, trailers, dump trucks, police vehicles and other emergency vehicles; • Test & replace wiring, diagnose CAN and LAN control systems; • Install, maintain, repair, and/or replace uprights, beds, bed steps, mirrors, lights, mounts, monitors, railings, seats, antennas, radios, batteries, speakers, etc; • Install and/or remove exterior graphics and numbering Install hardware designed to mount monitors, laptops, displays screens, etc, 7-18 • Troubleshoot and diagnose multiple electrical and mechanical issues to be repaired or replaced; • Maintain all wiring, including timers, lights, horns, etc; • Install, remove, replace vehicle headliners, dashboards, door panels and other body parts needed to install and/or repair emergency lighting, radios, wire harnesses, antennas, proximity sensors and other communication devices, • Install, remove, replace and/or repair vehicle mobile computer components; and • Program emergency lighting and communication devices. 7-19 JOSLI N MOBILE, INC. 951-323-9489 11090 Holmes Avenue, Jurupa Valley, CA 91752 For the City of !Newport Beach December 4, 2023 Introduction: Joslin Mobile, Inc. has been in business for over 35 years working on 2-way communication for work vehicles, heavy equipment, and boat vessels. Background: Providing upfitting and repairing of vehicles for R.F.Q of The Newport Beach Maintenance Department for the last 7 years. Services: Providing vehicle maintenance and repair on 2-way communication, drug vaults, MDC's, unitrol on vessels, modems, power invertors, chargers, shut down timers, programming, proximity sensors and systems, fabricating for light bar mounts, L.E.D lights, controllers of Wheelen, Code 3 and ECCO products. 2-way communication on Motorola, Kenwood, BK, and David Clark systems. Installation of Kussmaul, Newmar, Victron and Xantrex. Installation of data systems, Getac, Havis, Cradlepoint, along with all programing. Certification: Russ Joslin Is the owner and operator of Joslin Mobile, Inc. and manages the following technician(s). Billy Zirzow is certified in alarm installation, electrical trouble shooting, 2-way communication and portables. Response time is 24/7 and technician can be onsite in no less than 30 minutes. Legal Exceptions: Joslin Mobile, Inc. agrees to the terms presented in the Maintenance and Repair Draft provided by the R.F.CL of The Newport Beach Maintenance Department. Thank you, Russ Joslin 7-20 EXHIBIT B SCHEDULE OF BILLING RATES Joslin Mobile Inc Page B-1 7-21 COST FILE Exhibit B One of the mandatory attachments that the PlanetBids portal will prompt you for is called a "Cost File." Please upload this document to satisfy the requirement. Proposers may submit pricing information on their own forms but this Cost File must also be completed. DO NOT INCLUDE A COPY OF YOUR COST FILE WITH THE MAIN PROPOSAL FILE. Failure to comply with directions may result in a penalty during the evaluation of the proposal Please attach company rate sheets for items not listed below. COST FILE INSTRUCTIONS A. Ali work shall be performed in accordance with specifications described in the RFP. B. Please enter your proposed pricing in the spaces provided below. For any charges that are not reflected in the table, please attach a rate sheet. C. Contractor is advised that the unit prices will enter into the determination of the contract award. Unreasonable prices may result in rejection of the entire bid proposal. Unit prices listed below refer to all items installed and the Construction Documents and include all costs connected with such items; including but not limited to, materials, labor, overhead, and profit for the contractor. D. The unit price quoted by the Contractor shall be those unit prices that will be charged or credited for labor and materials to be provided regardless of the tota[ number units and/or amount of labor required for added or deleted items of work. Pricing provided shall include any and all labor, materials; equipment; supervision; travel and expenses; and insurance to provide the services described in this RFP solicitation. 210922.1 7-22 COST FILE The undersigned certifies that submission of this Proposal is made without prior understanding, arrangement, agreement, or connection with any corporation, firm or person submitting a Proposal for the same services, and is in all respects fair and without collusion of fraud. The undersigned certifies that they have not entered into any arrangement or agreement with any City of Newport Beach public officer. The undersigned understands collusive practices are a violation of State and Federal law and can result in fines, prison sentences, and civil damage awards. G� Proposer S' ature Zy5 054A.4D C— Printed Name and Title 2MZ2.1 Date 7-23 EXHIBIT C INSURANCE REQUIREMENTS — MAINTENANCE/REPAIR/JANITORIAL SERVICES 1. Provision of Insurance. Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Contractor shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers and employees. B. General Liability Insurance. Contractor shall maintain commercial general liability insurance and, if necessary, umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, products -completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented Joslin Mobile Inc Page C-1 7-24 vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers and employees or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subcontractors. B. Additional Insured Status. All liability policies including general liability, products and completed operations, excess liability, pollution liability, and automobile liability, if required, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers and employees shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has Joslin Mobile Inc Page C-2 7-25 been provided through another insurance company or companies. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Contractor sixty (60) calendar days advance written notice of such change. If such change results in substantial additional cost to Contractor, City and Contractor may renegotiate Contractor's compensation. C. Right to Review Subcontracts. Contractor agrees that upon request, all agreements with subcontractors or others with whom Contractor enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13. D. Enforcement of Agreement Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. F. Self -insured Retentions. Any self -insured retentions must be declared to and approved by City. City reserves the right to require that self -insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. G. City Remedies for Non -Compliance. If Contractor or any subcontractor fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Joslin Mobile Inc Page C-3 7-26 Agreement, or to suspend Contractor's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand. H. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Contractor's Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Joslin Mobile Inc Page C-4 7-27