Fast Lane Oil Change ~ C130033 Contract # C__. lam_
CITY OF 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 Fast Lane, 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
1($ 0=0 ftfor 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.
Be 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.
co 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.
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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
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 infot ation:
UTv of TIGAxn FAST LANE
Attn: Nicklas Nissen Attn:-Ha� er /h( t e-.;tr' t c L
Address: 13125 SW Hall Blvd. Address: 13545 SW Pacific Hwy.
Tigard, Oregon 97223 Tigard, OR 97223
Phone: (503) 718-2608 Phone: (503)620-5112
Fax: (503) Fax: (503)620-5574
Email Address: ngnotigard-or. ov Email Address: (-R aprlP n_aj t thr �er�3a -p
7. TERMINATION
The parties agree that any decision by either party to terminate this Agreement before 30 of Jjjnge,
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
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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 MMJEURE
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.
72. 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:
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Coverage Limit .17
General Aggregate 4500tom .3 coo` 000
Products-Completed Operations Aggregate 1 ,00OW
Personal & Advertising Injury 1005000
Each Occurrence 250005000
Fire Damage (any one fire) 505000
Medical Expense (any one person) 500
Be 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
carriers) 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 hereundeY.
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.
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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
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 OF TIGARD FAST LANE
By: A orized Citi- Rep esentative By: Authorized Contractor Representative
10
Date Date / .' F
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EXHIBIT A
SCOPE OF SERVICES
L 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
£ Lubricate all grease fittings (if needed)
g. Check & 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
Mo Check & inflate the tires to proper pressure and condition
n. Check all exterior lights
*Both must meet manufacturer recommendations. Specify product details m 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
• Fuel filter meeting O.E.M requirements $ $
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5. Differential Service — Front/Rear
Transmission fluid meeting O.E.M requirements $ $
Standard Purchase Agreement — General Services Page 7
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EXHIBIT B
CONTRACTOR'S PROPOSAL
Standard Purchase Agreement — General Services Page 8
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