HomeMy WebLinkAboutVince Dixon Ford Inc d.b.a. Ken Grody Ford Carlsbad; 2023-02-13; PSA23-2081FLTPSA23-2081FLT
City Attorney Approved Version 8/2/2022
1
AGREEMENT FOR Z451 TRANSMISSION REPLACEMENT SERVICES
KEN GRODY FORD CARLSBAD
THIS AGREEMENT is made and entered into as of the _________ day of
___________________, 2023, by and between the City of Carlsbad, California, a municipal
corporation ("City") and Vince Dixon Ford, Inc. a California corporation d.b.a. Ken Grody Ford
Carlsbad ("Contractor”).
RECITALS
City requires the services of a transmission replacement consultant that is experienced in
transmission replacement. Contractor has the necessary experience in providing these services,
has submitted a proposal to City and has affirmed its willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
“Services”) that are defined in Exhibit “A,” attached and incorporated by this reference in
accordance with the terms and conditions set forth in this Agreement.
2. TERM
This Agreement will be effective for a period of one (1) year from the date first above written.
3. COMPENSATION
The total fee payable for the Services to be performed will be five thousand five hundred sixty-
one dollars and twenty-three cents ($5,561.23). No other compensation for the Services will be
allowed except for items covered by subsequent amendments to this Agreement. City reserves
the right to withhold a ten percent (10%) retention until City has accepted the work and/or the
Services specified in Exhibit “A.”
4. STATUS OF CONTRACTOR
Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s
independent calling, and not as an employee of City. Contractor will be under the control of City
only as to the results to be accomplished.
5. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees
and volunteers from and against all claims, damages, losses and expenses including attorney’s
fees arising out of the performance of the work described herein caused by any negligence,
recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or
indirectly employed by any of them or anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or
makes to or on behalf of an injured employee under the City’s self-administered workers’
compensation is included as a loss, expense or cost for the purposes of this section, and that this
section will survive the expiration or early termination of this Agreement.
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February
PSA23-2081FLT
City Attorney Approved Version 8/2/2022
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6. INSURANCE
Contractor will obtain and maintain policies of commercial general liability insurance, automobile
liability insurance, a combined policy of workers' compensation, employers liability insurance, and
professional liability insurance from an insurance company authorized to transact the business of
insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII";
OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers
(LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-
admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest
quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each,
unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor
will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-
made coverage. The insurance will be in force during the life of this Agreement and will not be
canceled without thirty (30) days prior written notice to the City by certified mail. City will be named
as an additional insured on General Liability which shall provide primary coverage to the City. The
full limits available to the named insured shall also be available and applicable to the City as an
additional insured. Contractor will furnish certificates of insurance to the Contract Department,
with endorsements to City prior to City’s execution of this Agreement.
7. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report
investments or interests in all four categories.
8. COMPLIANCE WITH LAWS
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment and will obtain and maintain a City of Carlsbad Business License
for the term of this Agreement.
9. TERMINATION
City or Contractor may terminate this Agreement at any time after a discussion, and written notice
to the other party. City will pay Contractor's costs for services delivered up to the time of
termination, if the services have been delivered in accordance with the Agreement.
10. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of
false claims as set forth in the California False Claims Act, Government Code sections 12650, et
seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges
that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this
Agreement.
11. JURISDICTIONS AND VENUE
Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes
between the parties arising out of this Agreement is the State Superior Court, San Diego County,
California.
12. ASSIGNMENT
Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become
due under it, without the prior written consent of City.
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City Attorney Approved Version 8/2/2022
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13.AMENDMENTS
This Agreement may be amended by mutual consent of City and Contractor. Any amendment will
be in writing, signed by both parties, with a statement of estimated changes in charges or time
schedule.
14.AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of
Contractor each represent and warrant that they have the legal power, right and actual authority
to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR
VINCE DIXON FORD, INC., a California
corporation d.b.a. Ken Grody Ford
Carlsbad
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Paz Gomez, Deputy City Manager, Public
Works, as authorized by the City Manager
Kenneth B. Grody, President
(print name/title)
By:
(sign here)
William Raymond
Chief Financial Officer & Secretary
(print name/title)
If required by City, proper notarial acknowledgment of execution by contractor must be attached.
If a corporation, Agreement must be signed by one corporate officer from each of the following
two groups:
Group A. Group B.
Chairman, Secretary,
President, or Assistant Secretary,
Vice-President CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
By:
City Attorney
DocuSign Envelope ID: D16FB70C-3B3F-493B-8373-A491A3A72EB0
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City Attorney Approved Version 8/2/2022
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EXHIBIT “A”
SCOPE OF SERVICES
See attached estimate dated Jan. 4, 2023.
DocuSign Envelope ID: D16FB70C-3B3F-493B-8373-A491A3A72EB0
PSA23-2081FLT
Exhibit "A"
DocuSign Envelope ID: D16FB70C-3B3F-493B-8373-A491A3A72EB0
Date: (01/04/2023 I
--Ken Grody Fleet Service
~~ 5555 Paseo Del Norte
Carlsbad, CA 92008
Preliminary Service Estimate
Main: 760-739-1355
Fax: 760-594-4251
Web: kengrodyfleetdepartment.com
RO# !372765
Service Rep: iMike Mills I Phone:!619-808-8510 ~--------~ I Email: lmichael.mills@kengrodyford.com
Customer and Vehicle Info:
Company: jCity of Carlsbad Work Phone: I
Customer: !Freddy/ Zek Phone: .... i --------~' Email: '--------------' ,----------------~
Vehicle YMM: .... l2_0_16_E_sc_a_p_e _________ ~I Mileage: j69911 I Plate: '-f __ __,ID: i,Z451
Description of Problem and Recommended Solution:
!Transmisslon is shifting very hard. Found torque converter failing and metal contamination through system. Recommend
replacing complete transmission assembly. Flush cooler lines. Oil leak is coming from oil filter. Recommend oil change
Recommended Parts:
1. !see attached parts list
2. jLabor Diag
3. !Labor to Rand R plus flush
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
Other:
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QTY UNT PRICE
[JJ 13,732.00 I
l 2 ! 1140.00 I
~ 1140.00 I
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[Tax ;::==========================================: ':=======:
Parts, Labor Rate & Labor Total:
Tax Rate & Tax Total: !o.00%
Grand Total:
UNTTOTAL
]3,732.00
~80.00
11,260.00
10.00
10.00
10.00
10.00
10.00
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10.00
10.00
10.00
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10.00
~ s,212.00 I
j !$ 0.00
!$ 5,561.23
HRS
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Labor Cost
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This is a preliminary estimate (process of elimination) to repair your vehicle. Once these components have been replaced/repaired,
our technician will perform secondary testing to determine all replaced components are operating as specified by Ford Motor
Company and to reassess any other systems that could potentially have been affected by the preliminary repair.
Name ________________ Signature ___________________ _
PO# _________ _ Date ______ _
PSA23-2081FLT
Exhibit "A" (Cont.)DocuSign Envelope ID: D16FB70C-3B3F-493B-8373-A491A3A72EB0
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Parts Quote 46346 Date: 12/29/22
Quote name: 372765
Cust ID/ Name: 4110
City Of Carlsbad Type: G
Comment:
On On On
Part Number Description Bin 1 Bin 2 Hand Hold Order
CV6Z7000FRM AUTOMATIC TR.. spo -1 0 0
Qty PC
1 8
Phone: 760-438-351 ·
5555 Paseo del Nort.
Carlsbad, CA 9200;
www.kengrodyford.co11
Page: 1
Printed: 12/29/2022 12:04 PM
Printed By: D.MOORE
Core List Sell Total
0.00 3732.00 3732.00 3732.00
Sub-Total 3732.00
Tax 289.23
Core Charge 0.00
Estimated Total 4021.23
BA20221256618
Entity Details
Corporation Name VINCE DIXON FORD, INC.
Entity No.0215523
Formed In CALIFORNIA
Street Address of Principal Office of Corporation
Principal Address 5555 PASEO DEL NORTE
CARLSBAD, CA 92008
Mailing Address of Corporation
Mailing Address 5555 PASEO DEL NORTE
CARLSBAD, CA 92008
Attention
Street Address of California Office of Corporation
Street Address of California Office 5555 PASEO DEL NORTE
CARLSBAD, CA 92008
Officers
Officer Name Officer Address Position(s)
KENNETH B GRODY 6211 BEACH BLVD
BUENA PARK, CA 90621
Chief Executive Officer
+William Raymond 6211 BEACH BLVD.
BUENA PARK, CA 90621
Chief Financial Officer, Secretary
Additional Officers
Officer Name Officer Address Position Stated Position
None Entered
Directors
The number of vacancies on Board of Directors is: 0
Director Name Director Address
+Kenneth Grody 6211 BEACH BLVD
BUENA PARK, CA 90621
Agent for Service of Process
Agent Name WILLIAM G RAYMOND
Agent Address 6211 BEACH BLVD
BUENA PARK, CA 90621
Type of Business
Type of Business AUTOMOBILE DEALERSHIP
Email Notifications
Opt-in Email Notifications Yes, I opt-in to receive entity notifications via email.
Labor Judgment
STATE OF CALIFORNIA
Office of the Secretary of State
STATEMENT OF INFORMATION
CORPORATION
California Secretary of State
1500 11th Street
Sacramento, California 95814
(916) 653-3516 B1323-8922 12/15/2022 9:24 AM Received by California Secretary of StatePage 1 of 2
For Office Use Only
-FILED-
File No.: BA20221256618
Date Filed: 12/15/2022
DocuSign Envelope ID: D16FB70C-3B3F-493B-8373-A491A3A72EB0
I llllllll llll 11111111111111111 11111111111111111 IIIII 111111111111111 1111111111 lllll 111111111111111 11111111
■
I I I
I· I I
No Officer or Director of this Corporation has an outstanding final judgment issued by the Division of Labor
Standards Enforcement or a court of law, for which no appeal therefrom is pending, for the violation of any wage
order or provision of the Labor Code.
Electronic Signature
By signing, I affirm that the information herein is true and correct and that I am authorized by California law to sign.
Andrea Cannon
Signature
12/15/2022
Date B1323-8923 12/15/2022 9:24 AM Received by California Secretary of StatePage 2 of 2
DocuSign Envelope ID: D16FB70C-3B3F-493B-8373-A491A3A72EB0
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