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Jiffy Lube ~ C130034 Contract 13X' $ 4 CITYOF TIGARD , OREGON AGREEMENT FOR SERVICES RELATED TO CITY VEHICLE OIL CHANGE/LUBRICATION SERVICE PROGRAM THIS AGREEMENT made and entered into this 1 of October, 2012 by and between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called "City", and Jiffy Lube (Store # 1016), hereinafter called "Contractor", collectively known as the "Parties." RECITALS WHEREAS, Contractor has submitted a bid or proposal to City to provide specific services; and WHEREAS, Contractor is in the business of providing specific services and is aware of the purposes for which City requires the services; and WHEREAS, City and Contractor wish to enter into a contract under which City shall purchase the services described in Contractor's bid or proposal; THEREFORE, The Parties agree as follows: 1 . SERVICES TO BE PROVIDED Contractor agrees to provide services related to city of vehicle oil change/lubrication service program as detailed in Exhibit A — Scope of Services and by this reference made a part hereof. 2. EFFECTIVE DATE AND DURATION Contractor shall initiate services upon receipt of City's notice to proceed, together with an executed copy of this Agreement. This Agreement shall become effective upon the date of execution and shall expire, unless otherwise terminated or extended, on June 30, 2013 . All services shall be completed prior to the expiration of this Agreement. 3. COMPENSATION City agrees to pay Contractor an amount not exceeding Ten thousand dollars and 00 /100 dollars ($10,000) for performance of those services described herein, which payment shall be based upon the following applicable terms: A. Payment will be made in installments based on Contractor's invoice, subject to the approval by the City, and not more frequently than monthly . Payment shall be made only for work actually completed as of the date of invoice. B. Payment by City shall release City from any further obligation for payment to Contractor, for services performed or expenses incurred as of the date of the invoice. Payment shall not be considered acceptance or approval of any work or waiver of any defects therein. C. Contractor shall make payments promptly, as due, to all persons supplying labor or materials for the prosecution of this work. D. Contractor shall not permit any lien or claim to be filed or prosecuted against the City on any account of any labor or material furnished. Standard Purchase Agreement — General Services Page 1 Contract # E. Contractor shall pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316 . 167 . F. If Contractor fails, neglects or refuses to make prompt payment of any claim for labor or services furnished to Contractor or a subcontractor by any person as such claim becomes due, City may pay such claim and charge the amount of the payment against funds due or to become due the Contractor. The payment of the claim in this manner shall not relieve Contractor or their surety from obligation with respect to any unpaid claims. G. Contractor shall pay employees at least time and a half pay for all overtime worked in excess of 40 hours in any one work week except for individuals under the contract who are excluded under ORS 653 . 010 to 653 .261 or under 29 USC sections 201 to 209 from receiving overtime. H. Contractor shall promptly, as due, make payment to any person, co-partnership, association or corporation, furnishing medical, surgical, hospital care or other needed care and attention incident to sickness or injury to the employees of Contractor or all sums which Contractor agrees to pay for such services and all moneys and sums which Contractor collected or deducted from the wages of employees pursuant to any law, contract or agreement for the purpose of providing or paying for such service. I. The City certifies that sufficient funds are available and authorized for expenditure to finance costs of this contract during the current fiscal year. Appropriations for future fiscal years shall be subject to budget approval by the City Council. 5. ASSIGNMENT /DELEGATION Neither party shall assign or transfer any interest in or duty under this Agreement without the written consent of the other and any attempted assignment or transfer without the written consent of the other M party shall be invalid. 6. SUBMITTING BILLS AND MAKING PAYMENTS All notices and bills shall be made in writing and may be given by personal delivery, mail or fax. Payments may be made by personal delivery, mail, or electronic transfer. The following addresses shall be used to transmit notices, bills, payments, and other information: niv ort TIGARD JIFFY LOBE **TORE #1016) Attn: Nicklas Nissen Attn: Tim Mueller Address: 13125 SW Hall Blvd. Address: 12860 SW Pacific Hwy. Tigard, Oregon97223 Tigard, OR 97223 Phone: (503)718-2608 Phone: (503) 684-8800 Fax: (503) Fax: (503) 620-2429 Email Address: ngn @tigard-or.gov Email Address:Store01016 @jiffylube.com 7. TERMINATION The parties agree that any decision by either party to terminate this Agreement before 30 of June, 2013 shall be accompanied by thirty (30) days written notice to the other party prior to the date termination would take effect. There shall be no penalty for early termination. If City terminates the Standard Purchase Agreement — General Services Page 2 Contract # contract pursuant to this paragraph, it shall pay Contractor for services rendered prorated to the date of termination. 8. ACCESS TO RECORDS City shall have access to such books, documents, papers and records of Contractor as are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts and transcripts. 9. FORCE MAJEURE Neither City nor Contractor shall be considered in default because of any delays in completion and responsibilities hereunder due to causes beyond the control and without fault or negligence on the part of the parties so disenabled, including but not restricted to, natural disaster, war, civil unrest, volcano, earthquake, fire, flood, epidemic, quarantine restriction, area-wide strike, freight embargo, unusually severe weather or delay of subcontractor or supplies due to such cause; provided that the parties so disenabled shall within ten (10) days from the beginning of such delay, notify the other party in writing of the cause of delay and its probable extent. Such notification shall not be the basis for a claim for additional compensation. Each party shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon cessation of the cause, diligently pursue performance of its obligation under the Agreement. 10. NON-DISCRIMINATION Contractor agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statues, rules, and regulations. Contractor also shall comply with the Americans with Disabilities Act of 1990, ORS 659 .425, and all regulations and administrative rules established pursuant to those laws . 11 . INDEMNITY/ HOLD HARMLESS Contractor shall defend, indemnify and hold harmless City, City's officers, employees, agents and representatives from and against all liability, claims, demands, judgments, penalties, and causes of action of any kind or character, or other costs or expenses incidental to the investigation and defense thereof, of whatever nature, resulting from or arising out of the activities of the Contractor or its subcontractors, agents, or employees under this contract, except, however, that the foregoing shall not apply to liability that arises out of City's sole negligence. 12. INSURANCE Contractor shall maintain insurance acceptable to City in full force and effect throughout the term of this contract. Such insurance shall cover all risks arising directly or indirectly out of Contractor's activities or work hereunder. The policy or policies of insurance maintained by the Contractor shall provide at least the following limits and coverages: A. Commercial General Liability Insurance Contractor shall obtain, at contractor's expense, and keep in effect during the term of this contract, Comprehensive General Liability Insurance covering Bodily Injury and Property Damage on an "occurrence" form (1996 ISO or equivalent) . This coverage shall include Contractual Liability insurance for the indemnity provided under this contract. The following insurance will be carried: Standard Purchase Agreement — General Services Page 3 Contract # Coverage Limit General Aggregate 4,000,000 Products-Completed Operations Aggregate 1 ,000,000 Personal & Advertising Injury 1 ,000,000 Each Occurrence 2,000,000 Fire Damage (any one fire) 50,000 Medical Expense (any one person) 5 ,000 B. Business Automobile Liability Insurance If Contractor will be delivering any goods or services which require the use of a vehicle, Contractor shall provide City a certificate indicating that Contractor has business automobile liability coverage for all owned, hired, and non-owned vehicles . The Combined Single Limit per occurrence shall not be less than $ 1 ,000,000. Said insurance shall name City as an additional insured and shall require written notice to City thirty (30) days in advance of cancellation. If Contractor hires a carrier to make delivery, Contractor shall ensure that said carrier complies with this paragraph. C. Workers' Compensation Insurance The Contractor and all employers providing work, labor or materials under this Contract that are either subject employers under the Oregon Workers' Compensation Law and shall comply with ORS 656 . 017, which requires them to provide workers' compensation coverage that satisfies Oregon law for all their subject workers or employers that are exempt under ORS 656 . 126 . Out-of-state employers must provide Oregon workers' compensation coverage for their workers who work at a single location within Oregon for more than 30 days in a calendar year. Contractors who perform work without the assistance or labor of any employee need not obtain such coverage. This shall include Employer's Liability Insurance with coverage limits of not less than $500,000 each accident. D. Insurance Carrier Rating All coverage provided by the Contractor must be underwritten by an insurance company deemed acceptable by the City. The City reserves the right to reject all or any insurance carrier(s) with an unacceptable financial rating. E. Certificates of Insurance As evidence of the insurance coverage required by the contract, the Contractor shall furnish a Certificate of Insurance to the City. No contract shall be effected until the required certificates have been received and approved by the City. The procuring of such required insurance shall not be construed to limit contractor's liability hereunder. Notwithstanding said insurance, Contractor shall be obligated for the total amount of any damage, injury, or loss caused by negligence or neglect connected with this contract. 13. ATTORNEY' S FEES In case suit or action is instituted to enforce the provisions of this contract, the parties agree that the losing party shall pay such sum as the court may adjudge reasonable attorney fees and court costs, including witness fees (expert and non-expert) , attorney's fees and court costs on appeal. Standard Purchase Agreement — General Services Page 4 Contract # 14. COMPLIANCE WITH STATE AND FEDERAL LAWS / RULES Contractor shall comply with all applicable federal, state and local laws, rules and regulations, including, but not limited to, the requirements concerning working hours, overtime, medical care, workers compensation insurance, health care payments, payments to employees and subcontractors and income tax withholding contained in ORS Chapter 279B, the provisions of which are hereby made a part of this agreement. 15. CONFLICT BETWEEN TERMS It is further expressly agreed by and between the parties hereto that should there be any conflict between the terms of this instrument in the proposal of the contract, this instrument shall control and nothing herein shall be considered as an acceptance of the terms of proposal conflicting herewith. 16. SEVERABILITY In the event any provision or portion of this Agreement is held to be unenforceable or invalid by any n court of competent jurisdiction, the validity of the remaining terms and provisions shall not be affected to the extent that it did not materially affect the intent of the parties when they entered into the agreement. 17. INDUSTRIAL ACCIDENT FUND PAYMENT Contractor shall pay all contributions or amount due the Industrial Accident Fund form that Contractor or subcontractors incur during the performance of this Agreement. 18. COMPLETE AGREEMENT This Agreement, including the exhibits, is intended both as a final expression of the Agreement between the parties and as a complete and exclusive statement of the terms. In the event of an inconsistency between a provision in the main body of the Agreement and a provision in the Exhibit, the provision in the main body of the Agreement shall control. In the event of an inconsistency between Exhibit A and Exhibit B, Exhibit A shall control. No modification of this Agreement shall be effective unless and until it is made in writing and signed by both parties. No waiver, consent, modification, or change of terms of this Agreement shall bind either party unless in writing and signed by both parties. Such waiver, consent, modification, or change if made, shall be effective only in specific instances and for the specific purpose given. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Agreement. Contractor, by the signature of its authorized representative, hereby acknowledges that Contractor has read this Agreement, understands it and agrees to be bound by its terms and conditions. IN WITNESS WHEREOF, City has caused this Agreement to be executed by its duly authorized undersigned officer and Contractor has executed this Agreement on the date hereinabove first written.Approved by Tigard's Local Contract Review Board: CITY O TIGA I JIFFY BE S . - #1016) 0/1044 By: Aut on - d City Representative B Authorized Contractor Representative u ( 1_ 7 Standard Purchase Agreement — General Services Page 5 Contract # Date Date EXHIBIT A SCOPE OF SERVICES 1 . Oil Change - Must include: a. Change the vehicle's oil with required by manufacturer quarts of top quality motor oil* b . Replace the oil filter with top quality filter* c. Inspect the wiper blades and replace, if needed (do not include price of parts) d. Vacuum the interior floors e. Clean the exterior windows f. Lubricate all grease fittings (if needed) g. Check Se.--fill (if needed) brake fluid h. Check & fill (if needed) transmission/transaxle fluid i. Check & fill (if needed) differential and coolant fluid j . Check & fill (if needed) power steering fluid k. Check & fill (if needed) windshield wash fluid 1. Check & fill (if needed) battery water m. Check & inflate the tires to proper pressure and condition n. Check all exterior lights *Both must meet manufacturer recommendations. Specify product details in proposal. This proposal will include all disposal and environmental fees. In addition the Full Service Oil Changes must include the following; • Any oil quantity above 5 quarts can only be charged for system that hold 6 or more quarts. • Utilize only City of Worcester approved lubricants. • Vendor shall use premium grade engine oils and lubricants that meet or exceed the manufacturer' s original specifications of filter and installation. • Vendor shall use engine oil filters that meet or exceed the manufacturer' s original specifications of filter and installation. • Vendor shall be certain that all crankcase capacity on all units shall be filled to the manufacturer' s specifications. • All other fluid levels shall be checked and filled in accordance with the manufacturer' s specifications. • Vendors are required to submit with bid the company' s procedure for disposal of the used by- products. 2 . Transmission Service including transmission filter and up to seven quarts of transmission fluid meeting O.E.M requirements. • Each Additional cost for diesel engine oil filter $ $ • Transmission filter meeting O .E.M requirements $ $ • Transmission fluid meeting O .E.M requirements $ $ • Transmission oil pan gasket (when needed) $ $ • Transmission Flush $ $ 3 . Coolant Flush Services • Drain and flush coolant system, properly dispose of coolant. • Refill with coolant meeting manufacturers original specifications coolant . 4. Replacement of Fuel Filter Standard Purchase Agreement — General Services Page 6 Contract # • Fuel filter meeting O.E.M requirements $ $ 5. Differential Service — Front/Rear • Transmission fluid meeting O.E.M requirements $ $ Standard Purchase Agreement — General Services Page 7 Contract # EXHIBIT B CONTRACTOR'S PROPOSAL Standard Purchase Agreement — General Services Page 8