Resolution 2019-04 Resolution No. 2019-
A RESOLUTION OF THE UNITED CITY OF YORKVILLE,ILLINOIS
APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH
AMERICAN TIRE AND AUTOMOTIVE FOR CITY FLEET MAINTENACE SERVICES.
WHEREAS, the United City of Yorkville (the "City") is a duly organized and validly existing
non home-rule municipality created in accordance with the Constitution of the State of Illinois of 1970
and the laws of the State; and,
WHEREAS, after a thorough review of quotes received and a determination as to the
qualifications of the bidders, it has been determined that American Tire and Automotive is the lowest
responsible bidder.
NOW, THEREFORE, BE IT RESOLVED by the Mayor and City Council of the United City
of Yorkville, Kendall County, Illinois, as follows:
Section 1: That the Professional Services Agreement, between the City and American Tire and
Automotive attached hereto as Exhibit A and made a part hereof by reference, is hereby approved, and
the Mayor and City Clerk be and are hereby authorized to execute said agreement on behalf of the
United City of Yorkville.
Section 2: This Resolution shall be in full force and effect upon its passage and approval as
provided by law.
Passed by the City Council of the United City of Yorkville, Kendall Coun Illinois this 26ffi
day of February, 2019. /��'
Crty Clerk
l
CARLO COLOSIMO KEN KOCH
JACKIE MILSCHEWSKI ARDEN JOE PLOCHER
CHRIS FUNKHOUSER JOEL FRIEDERS
SEAVER TARULIS JASON PETERSON
Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois, this 26th
day of February, 2019.
Mayor
t
Resolution No.2019-0'4,
Page
019-" 1Page 1
UNITED CITY OF YORKVILLE
PROFESSIONAL SERVICES AGREEMENT
FOR VEHICLE MAINTENANCE SERVICES
THIS PROFESSIONAL SERVICESAGREEMENT(the"AGREEMENT")is made and entered
into on this 22nd day of January 2019, by and between the United City of Yorkville (CITY) and
American Tire and Automotive. (CONTRACTOR) for services set forth in Exhibit A
("Services").
WITNESSETH that in consideration of the covenants herein, these parties agree as follows:
SECTION 1. BACKGROUND:
The City is seeking a company to perform high quality at low cost automotive maintenance
services for its municipal vehicles beginning on March I, 2019.
SECTION 2. NOTICES:
All notices, notices, requests, claims, demands and other official communications herein shall be
in writing. Such notices shall be given (i) by delivery in person, (ii) by a nationally recognized
commercial courier service; or (iii) by United States Postal Service, registered mail, postage
prepaid and return receipt requested. Notices shall be effective upon actual delivery to the other
Party at the following addresses:
United City of Yorkville
Attn: Bart Olson, City Administrator
800 Game Farm Rd
Yorkville, IL 60560
(630) 553-4350
American Tire and Automotive
Attn: Brandon Jones
1213 S. Bridge St.
Yorkville, IL 60560
(630) 882-9680
SECT ION 3. CONTRACT TERM:
The term of this Agreement will begin on March 1, 2019 through April 30, 2020, with the option
for renewal at the discretion of the City not to exceed a total of three (3)years. Both parties agree
to follow the termination procedure outlined in Section 10.1.
SECTION 4. FEE SCHEDULE AND PAYMENTS:
The City shall pay the CONTRACTOR for the services performed or furnished, based upon the
CONTRACTORS'S fees outlined in Exhibit B.
The CONTRACTOR may submit invoices for payment at the address set forth above, together
with reasonable supporting documentation for services rendered, The CITY may require such
additional supporting documentation as they reasonably deem necessary or desirable. Payments
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shall be due and owing by the CITY in accordance with the terms and provisions of the Local
Government Prompt Payment Act, .Illinois Compiled Statutes, Ch. 50, Sec. 505, et. seq.;
SECTION S. CONTRACTOR'S RESPONSIBILITY:
CONTRACTOR shall perform the Services outlined in Exhibit A in accordance with the degree
of professional skill, quality and care ordinarily exercised by members of the same profession
currently practicing in the same location under comparable circumstances and as expeditiously as
is consistent with professional skill and the orderly progress of the Project. All CONTRACTOR'S
personnel are certified and/or licensed to provide the services that they are assigned to.
SEC77ON 6. CONFIDENTIALITY.•
CONTRACTOR agrees that it and its employees assigned to the CITY will not disclose any
information learned during the performance of this Agreement relating to the business of the CITY
that is, in fact, confidential including, without limitation, all proprietary information and trade
secrets of the CITY for any purpose, provided,however, CONTRACTOR and its employees may
disclose such information under any of the following circumstances: (1)disclosure thereof in good
faith by a Consultant in connection with the performance of Services or activities pursuant to any
valid Work Order; (2) disclosure which Consultant is advised by counsel is required by a court
or other governmental agency or competent jurisdiction, provided that Consultant first gives
the CITY written notice and an opportunity to prevent such disclosure or otherwise seek protection
of such information, or. (3) disclosure by Consultant of any such information or data which is
generally known within the industry or available from other persons who do not have a fiduciary
duty or obligation of confidentiality to the CITY.
Notwithstanding any other provision of this Agreement, the CITY acknowledges that
CONTRACTOR and its employees are active, experienced and knowledgeable about the industry
in which the CITY operate, and it is impossible for CONTRACTOR and its employees to learn
information relating to the business of the CITY, or acquire ideas, know-how or technical
knowledge during the Term arising out of any customized applications developed by
CONTRACTOR for the CITY's specific use("Application.Development"), and not have it affect
their understanding of the industry in which the CITY, its competitors and customers operate, and
that such understanding may affect what CONTRACTOR and its employees do in the future within
CI
the industry, and the TY does not expect nor request that CONTRACTOR and its employees
forget what they have learned from the CITY which may be confidential. CONTRACTOR and its
employees' promises of nondisclosure of the information is limited to direct express disclosure,
whether written or verbal, of information which is confidential, in fact, to third parties.
The parties acknowledge that the CITY is a unit of local government and that this Agreement must
be approved by the CITY Council in a public meeting. The parties also agree that this Agreement
is subject to the Illinois Freedom of Information Act and will be produced in response to a lawful
request.
SECTION 7. INDEPENDENT CONTRA CTOR:
There is no employee/employer relationship between the Contractor and the CITY. Contractor is
an independent contractor and not the CITY's employee for all purposes,including, but not limited
to, the application of the Fair Labors Standards Act minimum wage and overtime payments,
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Federal Insurance Contribution Act, the Social Security Act,the Federal Unemployment Tax Act,
the Worker's Compensation Act(820I.LCS 305/1,et sect.). The CITY will not(i)provide any form
of insurance coverage, including but not limited to health, worker's compensation, professional
liability insurance, or other employee benefits, or (ii) deduct any taxes or related items from the
monies paid to Contractor. The performance of the services described herein shall not be construed
as creating any joint employment relationship between the Contractor and the CITY, and the CITY
is not and will not be liable for any obligations incurred by the Contractor,including but not limited
to unpaid minimum wages and/or overtime premiums, nor does there exist an agency relationship
or partnership between the CITY and the Contractor.
SEC7ION 8 APPROVAL AND USE OF SUBCONTRACTORS:
The Contractor shall perform the Services with its own personnel and under the management,
supervision,and control of its own organization unless otherwise approved by the CITY in writing.
All subcontractors and subcontracts used by the Contractor shall be included on the attached
disclosure and be acceptable to and approved in advance by the CITY. The CITY's approval of
any subcontractor or subcontract shall not relieve the Contractor of full responsibility and liability
for the provision, performance, and completion of the Work in full compliance with, and as
required by or pursuant to,this Contract. If the Contractor chooses to use subcontractors to perform
any of the Work,the Work performed under any subcontract shall be subject to all of the provisions
of this Contract in the same manner as if performed by employees of the Contractor. Every
reference in this Contract to"Contractor"shall be deemed to also apply to all subcontractors of the
Contractor. Every subcontract entered into by the Contractor to provide the Work or any part
thereof shall include a provision binding the subcontractor to all provisions of this Contract.
If any personnel or subcontractor fail to perform the part of the Work undertaken by it in a manner
satisfactory to the CITY, the Contractor shall immediately upon notice from the CITY remove
and replace such personnel or subcontractor. The CITY shall have no claim for damages, for
compensation in excess of the contract price, or for a delay or extension of the contract time as a
result of any such removal or replacement.
SECTION 9. DATA RIGHTS/ELECTRONIC FILES:
All Deliverables set forth in Exhibit A shall become the property of the CITY upon payment for
the service components listed in Exhibit A. CONTRACTOR shall bear no liability or
responsibility for Deliverables that have been modified postdelivery or used for a purpose other
than that for which it was prepared under this Agreement.
Electronic files to be delivered under this Agreement contain information to be used for the
production of contract documents for the Project will become the property of the CITY. All
documents produced during this project shall be considered Contract Documents and owned by
the CITY to be reproduced if necessary.
SECTION 10. INSURANCE REOUIREMENTS:
Contractor shall procure and maintain, for the duration of the contract, insurance against claims
for injuries to persons or damages to property, which may arise from or in connection with the
performance of the work hereunder by the Contractor, his agents, representatives, employees, or
subcontractors.
_ 31Pa g
10.1. MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as:
A. Insurance Services Office Commercial General Liability Occurrence Form CG 0001
with the City named as additional insured; on a form at least as broad as the
endorsement in paragraph 10 including ISO Additional Insured Endorsement CG 2026,
CG 2010.
B. Owners and Contractors Protective Liability (OCP)policy is required with the City as
insured(for contracts with subcontractors and projects that are inherently dangerous).
C. Insurance Service Office Business Auto Liability Coverage Form Number CA 0001,
Symbol 01 "Any Auto."
D. Workers' Compensation as required by the Worker's Compensation Act of the State of
Illinois and Employers' Liability insurance.
10.2. MINIMUM LIMITS OF INSURANCE Contractor shall maintain limits no less
than if required under above scope:
A. Commercial General Liability: $1,000,000 combined single limit per occurrence for
bodily injury, personal injury, and property damage. The general aggregate shall be
twice the required occurrence limit. Minimum General Aggregate shall be no less than
$2,000,000 or a project/contract specific aggregate of$1,000,000.
B. Businesses Automobile Liability: $1,000,000 combined single limit per accident for
bodily injury and property damage.
C. Workers' Compensation and Employers' Liability: Workers' Compensation coverage
with statutory limits and Employers'Liability limits of$1,000,000 per accident.
D. Builder's Risk shall insure against "All Risk" of physical damage, including water
damage (flood and hydrostatic pressure not excluded), on a completed value,
replacement cost basis. (Protection against loss of materials during construction,
renovation, or repair of a structure.)
10.3. DEDUCTIBLES AND SELF-INSURED RETENTIONS Any deductibles or self-
insured
elfinsured retentions must be declared to and approved by the City. At the option of the City,
either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as
respects the City, its officials, agents, employees, and volunteers; or the Contractor shall
procure a bond guaranteeing payment of losses and related investigation,claim administration,
and defense expenses.
10.4. OTHER INSURANCE PROVISIONS The policies are to contain, or be endorsed
to contain, the following provisions:
A. General Liability and Automobile Liability Coverages
1. The City, its officials, agents, employees, and volunteers are to be covered as
additional insureds as respects: liability arising out of the Contractor's work,
including activities performed by or on behalf of the Contractor; products and
completed operations of the Contractor;premises owned,leased,or used by the
Contractor; or automobiles owned, leased, hired, or borrowed by the
Contractor. The coverage shall contain no special limitations on the scope of
protection afforded to the City, its officials, agents, employees, and volunteers.
2. The Contractor's insurance coverage shall be primary as respects the City, its
officials, agents, employees, and volunteers. Any insurance or self-insurance
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maintained by the City, its officials, agents, employees, and volunteers shall be
excess of Contractor's insurance and shall not contribute with it.
3. Any failure to comply with reporting provisions of the policies shall not affect
coverage provided to the City, its officials, agents, employees, and volunteers.
4. The Contractor's insurance shall contain a Severability of Interests/Cross
Liability clause or language stating that Contractor's insurance shall apply
separately to each insured against whom claim is made or suit is brought,except
with respect to the limits of the insurer's liability.
S. If any commercial general liability insurance is being provided under an excess
or umbrella liability policy that does not "follow form," then the Contractor
shall be required to name the City, its officials, agents, employees, and
volunteers as additional insureds.
6. All general liability coverages shall be provided on an occurrence policy form.
Claims-made general liability policies will not be accepted.
B. All Coverages
1. Each insurance policy shall be endorsed to state that coverage shall not be
suspended, voided, cancelled, reduced in coverage, or in limits except after
thirty (30) days prior written notice by certified mail, return receipt requested,
has been given to the City.
10.5. ACCEPTABILITY OF INSURERS Insurance is to be placed with insurers with a
Best's rating of no less than A-, VII, and licensed to do business in the State of Illinois.
10.6. VERIFICATION OF COVERAGE Contractor shall furnish the City with
certificates of insurance naming the City, its officials, agents, employees, and volunteers as
additional insureds, and with original endorsements affecting coverage required by this clause.
The certificates and endorsements for each insurance policy are to be signed-by a person
authorized by that insurer to bind coverage on its behalf. The certificates and endorsements
are to be received and approved by the City before any work commences. Other additional
insured endorsements may be utilized, if they provide a scope of coverage at least as broad as
the coverage stated in paragraph 10, such as ISO Additional Insured Endorsements CG 2026
or CG 2010. The City reserves the right to request full certified copies of the insurance policies
and endorsements.
1.0.7. SUBCONTRACTORS Contractor shall include all subcontractors as insureds under
its policies or shall furnish separate certificates and endorsements for each subcontractor. All
coverages for subcontractors shall be subject to all of the requirements stated herein.
10.8. ASSUMPTION OF LIABILITY The contractor assumes liability for all injury to
or death of any person or persons including employees of the contractor, any subcontractor,
any supplier, or any other person and assumes liability for all damage to property sustained by
any person or persons occasioned by or in any way arising out of any work performed pursuant
to this agreement.
10.9. INDEMNITY/HOLD HARMLESS PROVISION To the fullest extent permitted
by law, the Contractor hereby agrees to defend, indemnify, and hold harmless the City, its
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officials, agents, and employees, against all injuries, deaths, loss, damages, claims, patent
claims, suits, liabilities,judgments, cost, and expenses, which may in anywise accrue against
the City, its officials, agents, and employees, arising in whole or in part or in consequence of
the performance of this work by the Contractor, its employees, or subcontractors, or which
may anywise result therefore, except that arising out of the sole legal cause of the City, its
agents, or employees, the Contractor shall, at its own expense, appear, defend, and pay all
charges of attorneys and all costs and other expenses arising therefore or incurred in
connections therewith, and, if any judgment shall be rendered against the City, its officials,
agents, and employees, in any such action, the Contractor shall, at its own expense, satisfy and
discharge the same.
Contractor expressly understands and agrees that any performance bond or insurance policies
required by this contract, or otherwise provided by the Contractor, shall in no way limit the
responsibility to indemnify, keep, and save harmless and defend the City, its officials, agents,
and employees as herein provided.
10.10. ADDITIONAL INSURED ENDORSEMENT The "WHO IS AN INSURED"
section of the policy/coverage document shall be amended to include as an insured, the City,
but only with respect to liability arising out of your work. For purpose of this endorsement,
"arising out of your work" shall mean: (1)Liability the Additional Insured may incur resulting
from the actions of a contractor it hires, (2) Liability the Additional Insured may incur for
negligence in the supervision of the Named Insured Contractors work, (3) Liability the
Additional Insured may incur for failure to maintain safe worksite conditions, and(4)Liability
the Additional Insured may incur due to joint negligence of the Named Insured Contractor and
the Additional Insured.
10.11. FORCE MAJEURE Whenever a period of time is provided for in this Agreement
for the Contractor or the CITY to do or perform any act or obligation, neither party shall be
liable for any delays or inability to perform if such delay is due to a cause beyond its control
and without its fault or negligence including, without limitation: a) Acts of nature; b) Acts or
failure to act on the part of any governmental authority other than the CITY or Contractor,
including, but not limited to, enactment of laws, rules, regulations, codes or ordinances
subsequent to the date of this Agreement; c) Acts or war; d)Acts of civil or military authority;
e)Embargoes; f)Work stoppages,strikes, lockouts,or labor disputes;g)Public disorders,civil
violence, or disobedience; h) Riots, blockades, sabotage, insurrection, or rebellion; i)
Epidemics or pandemics; j) Terrorist acts, k) Fires or explosions; 1) Nuclear accidents; m)
Earthquakes,floods,hurricanes,tornadoes,or other similar calamities;n)Major environmental
disturbances; or o) Vandalism. If a delay is caused by any of the force majeure circumstances
set forth above, the time period shall be extended for only the actual amount of time said party
is so delayed. Further, either party claiming a delay due to an event of force majeure shall give
the other party written notice of such event within three (3) business days of its occurrence or
it shall be deemed to be waived.
i
10.12. ASSIGNMENT Neither the CITY nor the Contractor shall assign or transfer any
rights or obligations under this Agreement without the prior written consent of the other party.
61 .
F. Agrees to comply with the Substance Abuse Prevention on Public Works Projects Act
(820 ILCS 265/1 et seq.) if this Project is a"public work" within the meaning of the
Illinois Prevailing Wage Act(820 ILCS 130/.01 et seq.) and prohibit substance abuse
while performing such work and has a substance abuse prevention program, and
G. Agrees to provide a drug free workplace pursuant to the Drug Free Workplace Act(30
ILCS 580/1 et seq.) (25 or more employees under a contract of more than $5,000 or
for individuals only when greater than $5,000), and
H. Agrees to comply with the Employment of Illinois Workers on Public Works Act (30
ILCS 570/0.01 et seq.) and employ Illinois laborers if at the time of this contract is
executed or if during the term of this contract there is excessive unemployment in
Illinois as defined in the Act.
IN WITNESS WHEREOF the parties hereto have executed or caused to be executed by their duly
authorized agents, this contract in DUPLICATE, each of which shall be deemed original, on the
day and year first written.
OWNS : UNITED TY OF YORKVILLE
By: —-Av�l/�a
Mayor
Attest:
CONTRACTOR:
'City Clerk By:
Signature
Attest: �"ri �p✓%R5 owme-c
Print Name and Title
10.13. Time is of the essence with respect to each provision hereof in which time is a factor
10.14. CONTRACTOR's or CITY's waiver of any term, condition,or covenant or breach
of any term, condition, or covenant, shall not constitute a waiver of any other term, condition,
or covenant, or the breach thereof.
10.15. SUCCESSORS AND ASSIGNS All of the terms, conditions, and provisions
hereof shall inure to the benefit of and are binding upon the parties hereto, and their respective
successors and assigns,provided,however,that no assignment of this Agreement shall be made
without written consent of the parties to this Agreement.
10.16. GOVERNING LAW AND JURISDICTION The CONTRACTOR and the CITY
agree that this Agreement and any legal actions concerning its validity, interpretation and
performance shall be governed by the laws of the State of Illinois without regard to any conflict
of laws provisions, which may apply the laws of other jurisdictions. It is further agreed that
any legal action between the CONTRACTOR and the CITY arising out of this Agreement or
the performance of the services shall be brought in a court of Kendall County in the State of
Illinois.
10.17. ATTORNEY'S FEES If litigation arises pursuant to this Agreement, the Court in
such litigation shall award reasonable costs and expenses, including attorney fees, to the
prevailing party. In awarding attorney fees, the Court shall not be bound by any Court fee
schedule, but shall, in the interest of justice, award the full amount of costs, expenses, and
reasonable attorney fees paid or incurred in good faith.
10.18. ADDITIONAL ITEMS:
The undersigned contractor;
A. Certifies that it is not barred from bidding or contracting with the Village as a result
of a violation of either Paragraph 33E-3 (Bid rigging) or 33E-4 (Bid rotating) of Act
5, Chapter 720 of the Illinois Complied Statutes regarding criminal interference with
public contracting, and
B. Swears under oath that it is not delinquent in the payment of any tax administered by
the Illinois Department of Revenue as required by Chapter 65, Act 5, paragraph 11-
42.1 of the Illinois Complied Statutes, and
C. States that is has a written sexual harassment policy as required by the Illinois Human
Rights Act(775 ILCS 5/2-105(A) (4) a copy of which shall be provided to the Village
upon request, and
D. Agrees to comply with the requirements of the Illinois Human Rights Act regarding
Equal Employment Opportunities as required by Section 2-105 of the Illinois Human
Rights Act (775 ILCS 5/2-105) and agrees to comply with the EQUAL
EMPLOYMENT OPPORTUNITY CLAUSE in Appendix A, Section 750, Part 750,
Chapter X, Subtitle B of Title 44 of the Illinois Administrative Code incorporated
herein by reference, and
E. Agrees to comply with the civil rights standards set forth in Title VII of the Civil
Rights Act as mandated in Executive Order No. 1.1.246, U.S.C.A. Section 2000e n.114
(September 24, 1965), and
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EXHIBIT A
Services and Materials to be Provided
The Contractor agrees to furnish the labor, equipment, supplies, incidental items, and supervision
necessary to provide high quality automotive maintenance services on all municipal vehicles.
The services are for the repair and servicing of, but not limited to, the United City of Yorkville
Police Department Fleet. While it is the intent of this contract to be full service, the following are
not authorized: body work, painting,or service/parts for City employee owned vehicles.
All services will be performed in accordance with best industry practices and all parts installed
will be genuine, original manufacturer, or equal. if any used, rebuilt, or reconditioned parts are
supplied, the invoice shall clearly state this fact. Vendor will return or provide inspection of all
replaced parts. Service/parts guarantees, and warranties shall be stated therein.
The Police Department has a fleet of twenty-two (22)gas operated vehicles. Approximately
eighteen (18) of these vehicles are pursuit vehicles which operate 24 hours per day, seven days
per week. These vehicles are driven approximately 36,000 miles per year. It is essential that
they be serviced on a priority basis to insure minimum time out of service. The remainder of the
fleet which includes other administration and undercover vehicles are driven an average of -
12,000 miles or less per year and would need less service calls per year.
The current fleet of Police vehicles is as follows:
Quantity Year Model
1 2003 GMC Yukon
1 2011 Ford Crown Victoria
1 2013 Chevrolet Impala
2 2013 Chevrolet Tahoe
2 2014 Chevrolet Caprice
1 2015 Chevrolet Impala
2 2015 Chevrolet Tahoe
12 2016 Chevrolet Impala
The City requests reports advising of the following data:
• Frequency of service intervals by miles and period.
• Track and provide report of past and present history of service by vehicle and user
department.
• Upon completion provide invoice with each vehicle serviced and/or repaired.
The City also requires that the personnel shall be professional technicians and have the
experience and capability to provide all required services. The facility shall have the capability
of providing all required services. Requirements shall also include garaging the City's vehicles
within the garage during non-business hours.
91 P a � e
EXHIBIT B
ATTACHMENT 2:PRICING SHEET � �j
Bidding Company Name: —�yt1'12d'sCOA 1 t I- `-/tOD"ti 1'o
The undersigned,having examined the specifications,and all conditions affecting the specified
project,offer to furnish all services,labor and incidentals specified for the pfice below.
SERVICE PRICE'
Shop Hourly Labor Rate
Minimum Labor Charge y
Stall Hourly Fees
_.............
Lift Hourly Fees
Basic LOF(see below)
COO
Oil Change(includes Labor,Oil(5 qts)&Filter)
Tire Rotation/Balance p
iireMountlBalance ............._- .......
Tire Repair(plug)
Alignment
A/C System Charging
q i
I -------- — _ [__...........
Freon(R-134 per pound)
Battery Charge - 1 t --_
Battery/Alternator Test
.. .........
_ --
Battery Replacement
tsb
Brake Inspection(4 wheels)
Brake.lab(per axle)
Brake System Flush(includes fluid)
� CheckElectncal (Computer
p ' .._ )_
I
Diagnostics Com ute r Scan
I
_
Radiator Flush
Transmission Service
--- . _ 9
r
10 �