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RESOLUTION NO. 2004-254
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO APPROVING A MASTER SERVICES AGREEMENT BY
AND BETWEEN THE INLAND VALLEY DEVELOPMENT AGENCY AND THE
CITY OF SAN BERNARDINO FOR PROVISION OF CITY SERVICES FOR FISCAL
YEAR 2004/2005.
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. The Mayor of the City of San Bernardino is hereby authorized and
directed to execute on behalf of said City, a Master Services Agreement by and between the
Inland Valley Development Agency and the City of San Bernardino for the provision of
services for the non -aviation portion of Norton Air Force Base for Fiscal Year 2004/2005. A
copy of the Master Services Agreement is attached hereto as Exhibit "A," and incorporated
herein by reference as though fully set forth.
SECTION 2. This agreement is rescinded if the parties to the agreement fail to
execute it within one hundred twenty (120) days of the passage of this resolution.
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1 RESOLUTION NO. 254
2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO APPROVING A MASTER SERVICES AGREEMENT BY
3 AND BETWEEN THE INLAND VALLEY DEVELOPMENT AGENCY AND THE
4 CITY FOR PROVISION OF CITY SERVICES FOR FISCAL YEAR 2004/2005.
5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor
jt.
6 and Common Council of the City of San Bernardino at a reg • meeting thereof, held on the
7 16thday of August 2004, by the following vote, to wit:
8 Council Members: AYES NAYS ABSTAIN ABSENT
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ESTRADA x
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11 LONGVILLE x_
12 MCGINNIS x
13 DERRY x
14 KELLEY x
15 JOHNSON x
16 x
MC CAMMACK
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18 �Q /J..ti �i✓
19 City Clerk
20 The foregoing resolution is hereby approved this ' ��,N day of August , 2004.
21
h Valles, Mayor
of San Bernardino
Approved as to
Form and legal content:
26 res. Penmanorney
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2004-254
MASTER SERVICES AGREEMENT
This MASTER SERVICES AGREEMENT ("Agreement") is made and entered
into as of the I" day of July, 2004, by and between the INLAND VALLEY DEVELOPMENT
AGENCY, a public entity established pursuant to Government Code Section 6500, et sue., for the
joint exercise of powers ("Agency") and the CITY OF SAN BERNARDINO, a charter city under
the laws and Constitution of the State of California ("City"), with reference to the following facts:
THEREFORE, the Agency and the City agree as follows:
Enactment of the City
The Agency hereby engages the City to provide the police sergeant, fire, and traffic signal
maintenance and engineering services described in Sections 2, 3 and 4 of this Agreement, and the
City hereby accepts such engagement and agrees to provide such services under this Agreement
during the term specified in Section 8.
2. Police Ser¢eant Services
The City shall provide the services of one (1) police sergeant ("Sergeant") to the Agency for
basic supervision and management of the Office of Airport Security. The City shall be the sole
employer of the Sergeant who shall work at the direction of the Chief of Police of the City of San
Bernardino or his designee. The Chief of Police or his designee, in his sole discretion, may allow
the Sergeant to accept direction from the Executive Director of the San Bernardino International
Airport Authority or his designee, as long as such direction is not inconsistent with all relevant
federal, state and local laws and all relevant rules and regulations of the City Police Department.
The Sergeant shall be available for all emergency training exercises as directed by the Executive
Director.
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The Sergeant shall be responsible for recruiting, hiring, determining appropriate training and
limited in-house training, managing, scheduling and disciplining approximately fifty (50) part-time
security officers. The Sergeant shall also be responsible for initiating requests for and determining
which equipment and supplies are to be used in connection with the performance of his and the part-
time security officers' services. The City shall provide an automobile for use by the Sergeant in
connection with the performance of his services under this Agreement.
The Sergeant's services shall be provided by the City on a forty (40) hour per week basis.
The Sergeant's services shall commence on the date set forth herein and shall continue until the
termination date of the Agreement, unless otherwise modified by the Agency upon thirty (30) days
prior written notice. Both parties understand and accept the importance of having coverage of the
Sergeant's position and agree that it is in their mutual interest that the position not be vacant for long
periods of time. Therefore, when a situation becomes apparent that will result in a lengthy vacancy
in that position (e.g., vacation or injury of the Sergeant), the parties agree to meet to make
arrangements to back -fill the position in the most cost and resource -effective manner.
Beginning July 1, 2004, the Agency shall compensate the City for the Sergeant's services in
the amount of sixty-five thousand, eight hundred ($65,800) for each six (6) month period covered
by this contract.
It is understood that the City's police personnel may not have authority to respond in a
Federal jurisdiction, and shall respond only in these areas in which they have authority.
3. Fire Services
3.1 Description of Services.
The City shall provide all fire related services which are required to be performed by the
Agency, including without limitation, fire suppression/detection systems, disaster responses, fire
protection operations, fire protection technical services and fire protection training, which shall
include fire extinguishing training. The City shall also provide emergency response for structural
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2004-254
fires, paramedic and life -threatening situations, and typical fire engine response services, including
without limitation, fire hazardous waste spills and medical emergencies.
The aircraft rescue firefighting response related services shall be provided by the City
twenty-four (24) hours per day, seven (7) days per week on an emergency response and stand-by
basis. All other fire related services shall be provided by the City twenty-four (24) hours per day,
seven (7) days per week on an immediate basis, via 911. Non -emergency services will be on a call -
in basis upon reasonable notice from the Agency.
The services described in this Section 3.1 shall commence on the date set forth hereinabove
and shall continue until the termination date of the Agreement, unless otherwise modified by the
Agency upon (30) days prior written notice.
3.2 The City shall require all prospective occupants of facilities to comply with the
City's Municipal Code fire inspection provisions as a condition of occupying the facilities.
3.3 Aircraft Rescue Firefighting, Provision of apparatus, equipment and
supplies will be governed as indicated in a separate contract between City and SBIAA, adopted by
City of San Bernardino Resolution 1999-20.
3.3.1 Fire Related Services Other than Aircraft Rescue. The City shall provide
all necessary trucks, tools, equipment and supplies. Maintenance of trucks, tools, equipment and
supplies shall be performed by the City, as needed.
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4. Additional Services.
4.1 Traffic Signal Maintenance. The City shall provide maintenance service for five
traffic signals at a total cost of $7,500.00 per year.
4.2 Engineering Services. The City agrees that it shall provide engineering services to
the Agency on an expedited basis, which may include the use of a qualified engineering firm of the
City's choice ("Engineering Firm") to provide such services, subject to payment and/or
reimbursement for the actual costs incurred by the Engineering Firm, in the manner as provided
herein. The Parties agree that the maximum amount of the fees for the performance of the work (as
further described herein) shall not exceed One Hundred Thousand Dollars ($100,000). At the
request of the Agency, this section shall cover the period May 1, 2004 through June 30, 2005.
5. Expenses and Payment of Invoices.
Expenses arising from the provision of the police sergeant services will be invoiced per the
monthly appropriations report. A copy of the monthly appropriations report will be attached to the
invoice as supporting documentation and will be submitted on a monthly basis. Traffic signal
maintenance will be invoiced per reports of actual maintenance performed on each traffic signal as
maintained by the Development Services Department. The City shall require the Engineering Firm
to invoice the City for work performed by the Engineering Firm relative to the Engineering Scope
of Services on a monthly basis, inclusive of all costs and expenses incurred for mileage, travel,
graphics, telephone, printing, fax transmission, postage, copies and such other expenses related to
the Engineering Scope of Services, and shall be accompanied by copies of all third party invoices
for other direct costs incurred and paid by the Engineering Firm during such monthly time period.
Upon receipt of each monthly invoice from the Engineering Firm, the City shall in turn promptly
invoice the Agency for the work performed by the Engineering Firm on a monthly basis, which
invoices to the Agency shall include copies of the Engineering Firm's costs along with the City's
allocation of costs as between specific projects, in order to facilitate the Agency's billing of said
costs to Stater Bros. and/or Hillwood, or other projects, as appropriate.
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The Agency shall reimburse the City upon receipt of an invoice and supporting
documentation submitted by the City Finance Department. Once appropriate invoice(s) and proper
documentation are submitted and accepted, invoices are to be paid within 30 days. If invoices are
not paid within 30 days, interest will be charged at the local Agency Investment Fund (LAIF) rate.
6. Personnel.
The City shall employ capable employees to enable it to perform the police, fire and
Additional Services. All matters pertaining to the hiring, employment, supervision, compensation,
promotion and discharge of such employees are the responsibility of the City, which is, in all
respects, the sole employer of such employees. The Agency shall be the sole employer of the
security officers working for the Office of Resource Protection. The City shall be entitled to
negotiate with any union lawfully entitled to represent such employees and may execute in its own
name, and not as agent for the Agency, collective bargaining agreements or labor contracts resulting
therefrom. The City shall comply with all applicable laws and regulations with regard to workers
compensation, social security, unemployment insurance, hours of labor, wages, working conditions,
and other employer -employee related subjects. The Agency may request that any person employed
by the City to perform police, fire and Additional Services no longer be permitted to perform such
services. Such request of the Agency to the City shall be made in writing and shall specify the
reasons therefor.
7. Maintenance of Services.
Neither the City nor its employees shall hinder, delay, limit or suspend the continuity of the
non -aviation portions of NAFB's function, operation or service in any manner. The City shall not in
any manner coerce, intimidate, instigate, endure, sanction, suggest, conspire with, promote, support,
sponsor, engage in, condone or encourage any employee to participate in any strike, slowdown,
mass resignation, mass absenteeism or any type of concerted work stoppage. In the event any of the
above -described actions occur, the City shall be obligated to maintain the police, fire and Additional
Services which are the subject of this Agreement.
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8. Temi and Termination.
This Agreement is an amended extension of an original agreement that commenced on the
1st day of February, 1994. This extension shall commence on July 1, 2004, and unless sooner
terminated or extended by both the City and the Agency in writing upon thirty (30) days prior
written notice, this Agreement shall terminate on June 30, 2005.
9. Indemnification and Insurance.
9.1 Indemnification.
9.1.1 The City will accept the full responsibility for and shall defend (if requested
by Agency), indemnify and save harmless the Agency and its commissioners, officials, officers,
employees and agents from all claims for all loss or damage to property, including loss of use
thereof, and injury to persons resulting from the negligent execution or performance of this
Agreement as well as for any claims made by or on behalf of City's agents, servants, and/or
employees arising out of their employment or work pertaining to the operations under this
Agreement; moreover, the City shall at all times defend, indemnify and hold the Agency, its
commissioners, officials, officers, employees and agents harmless from and against any and all
liabilities, demand, claims, suits, losses, damages, causes of action, fines, or judgments, including
costs, attorneys' and witnesses' fees, and expenses incident thereto, arising out of or in connection
with the execution or performance of this Agreement or as a result of the failure by the City to
comply with all laws, ordinances or governmental regulations applicable to the City or the conduct
of the City's business, including, without limitation, laws, ordinances or governmental regulations
applicable to the use, storage, handling or disposal of petroleum products, hazardous materials or
waste, or toxic substances. The City will be an independent contractor at all times and in every
respect and not the agent of the Agency. Nothing contained herein and no direction or notification
from the Agency or the Executive Director to the City shall be construed so as to create a
partnership, joint venture or Agency relationship between the parties hereto.
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The Agency will accept the full responsibility for and shall defend (if requested by
City), indemnify and save harmless the City and its commissioners, officials, officers, attorneys,
employees and agents from all claims for all loss or damage to property, including loss of use
thereof, and injury to persons resulting from the negligent execution or performance of this
Agreement as well as for any claims made by or on behalf of the Agency's agents, servants, and/or
employees arising out of their employment or work pertaining to the operations under this
Agreement; moreover, the Agency shall at all times defend, indemnify and hold the City, its
commissioners, officials, officers, employees and agents harmless from and against any and all
liabilities, demand, claims, suits, losses, damages, causes of action, fines, or judgments, including
costs, attorneys' and witnesses' fees, and expenses incident thereto, arising out of or in connection
with the execution or performance of this Agreement or as a result of the failure by the Agency to
comply with all laws, ordinances or governmental regulations applicable to the Agency or the
conduct of the Agency's business, including, without limitation, laws, ordinances or governmental
regulations applicable to the use, storage, handling or disposal of petroleum products, hazardous
materials or waste, or toxic substances. The costs, salary and expenses of the City Attorney and
members of his office in enforcing this contract on behalf of the City shall be considered as
"attomy's fees" for the purposes of this paragraph.
9.2 Insurance. The City shall purchase and maintain in effect, at its own expense,
during the term of this Agreement insurance from insurers acceptable to the Agency protecting said
City, the Agency, its commissioners, officers, employees and agents, against claims for bodily
injury, including personal injury, property damage, including loss of use thereof, which may arise or
be alleged to have arisen, from the City's activities in connection with the performance of this
Agreement, whether such activities be of the City, the City's agent, or of anyone employed by the
City. The types of insurance coverage as well as the amounts of such coverage shall be as follows:
9.2.2 The City shall furnish worker's compensation and employers' liability
insurance as required by the laws of the State of California covering all persons employed by the
City in the performance of the duties described herein.
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9.2.3 The City shall provide public liability insurance coverage in the amounts of
not less than $10,000,000 for property and $10,000,000 for the death or injury of one person and
$5,000,000 for any one accident or casualty, covering the performance of the services herein
ordered.
9.2.4 Within ten (10) days after the acceptance of this Agreement by the Agency,
the City shall deliver to the Agency certificates of insurance evidencing that insurance has been
purchased by the City as required in this Section 9.2.4 and copies of endorsements providing (i)
thirty (30) days' written notice of cancellation, non -renewal, or reduction in coverage by the insurers
to the Agency, and (ii) automobile liability and comprehensive general liability insurance shall
include the Agency, its commissioners, officials, officers, employees, and agents as additional
insured. Said certificates of insurance and copies of endorsements shall be on file with the Agency
at all times thereafter during the term of this Agreement. Failure of the City to provide the
certificates of insurance or subsequent receipt by the Agency of a notice of cancellation of the
insurance policy(ies) by the City's insurance company(ies) shall constitute a material breach of this
Agreement and this Agreement may be terminated by the Agency upon written notice. All policies
of insurance required and provided by the City under this Section 8.2 shall include, or be endorsed
to provide, a waiver by the insurers of any rights of subrogation that the insurers may have at any
time against the Agency, its commissioners, officials, officers, employees and agents.
9.2.5 Notwithstanding the foregoing, the City may substitute a bona fide self-
insurance program for any of the insurance requirements indicated in this Section 9.2. The City
shall provide the Agency with evidence of excess coverage upon written request.
9.2.6 The Agency shall purchase and maintain in effect, at its own expense, during
the term of this Agreement insurance from insurers acceptable to the City protecting said Agency,
the City, its commissioners, officers, employees and agents, against claims for bodily injury,
including personal injury, property damage, including loss of use thereof, which may arise or be
alleged to have arisen, from the Agency's activities in connection with the performance of this
Agreement, whether such activities be of the Agency, the Agency's agent, or of anyone employed
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by the Agency. The types of insurance coverage as well as the amounts of such coverage shall be as
follows:
9.2.7 The Agency shall furnish worker's compensation and employers' liability
insurance as required by the laws of the State of California covering all persons employed by the
Agency in the performance of the duties described herein.
9.2.8 The Agency shall provide public liability insurance coverage in the amounts
of not less than $10,000,000 for property and $10,000,000 for the death or injury of one person and
$5,000,000 for any one accident or casualty, covering the performance of the services herein
ordered.
9.2.9 Within ten (10) days after the acceptance of this Agreement by the City, the
Agency shall deliver to the City certificates of insurance evidencing that insurance has been
purchased by the Agency as required in Section 9.2.8 and copies of endorsements providing (i)
thirty (30) days' written notice of cancellation, non -renewal, or reduction in coverage by the insurers
to the City, and (ii) automobile liability and comprehensive general liability insurance shall include
the City, its commissioners, officials, officers, employees, and agents as additional insured. Said
certificates of insurance and copies of endorsements shall be on file with the City at all times
thereafter during the term of this Agreement. Failure of the Agency to provide the certificates of
insurance or subsequent receipt by the City of a notice of cancellation of the insurance policy(ies)
by the Agency's insurance company(ies) shall constitute a material breach of this Agreement and
this Agreement may be terminated by the City upon written notice. All policies of insurance
required and provided by the Agency under this Section 9.2 shall include, or be endorsed to provide,
a waiver by the insurers of any rights of subrogation that the insurers may have at any time against
the City, its commissioners, officials, officers, employees and agents.
9.2.10 Notwithstanding the foregoing, the Agency may substitute a bona fide self-
insurance program for any of the insurance requirements indicated in this Section 9.2. The Agency
shall provide the City with evidence of excess coverage upon written request.
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10. Miscellaneous.
10.1 Notices. Any and all notices required or permitted to be given hereunder shall be
in writing and shall be personally delivered or mailed by certified or registered mail, return receipt
requested, postage prepaid, to the respective parties at the addresses indicated below:
If to Agency: Inland Valley Development Agency
294 S. Leland Norton Way, Suite #1
San Bernardino, CA 92408
Attn: Executive Director
If to City: City of San Bernardino
300 North "D" Street
San Bernardino, CA 92418
Attn: Fred Wilson, City Administrator
Rachel Clark, City Clerk
With copies to: The City Department(s) to which the subject
matter of the particular notice pertains.
Any party may change its address by a notice given to the other party in the manner set forth
above. Any notice given personally shall be deemed to have been given upon service and any
notice given by certified or registered mail shall be deemed to have been given on the third (3rd)
business day after such notice is mailed.
10.2 Integration. This Agreement supersedes all prior agreements and understandings
between the parties relating to the subject matter hereof. Neither of the parties has relied upon any
oral or written representation or oral or written information given to it by any representative of the
other party.
10.3 Severability. If one or more of the provisions of this Agreement is hereafter
declared invalid or unenforceable by judicial, legislative or administrative authority of competent
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jurisdiction, the parties hereto agree that the invalidity or unenforceability of any of the provisions
shall not in any way affect the validity or enforceability of any other provisions of this Agreement.
10.4 Amendment: Modification. No change or modification of the terms or provisions
of this Agreement shall be deemed valid unless in writing and signed by both parties subject to
governmental approval, if required.
10.5 Goveming Law. This Agreement shall be construed, interpreted and applied in
accordance with the laws of the State of California.
10.6 Waiver. No waiver of any breach or default shall be construed as a continuing
waiver of any provision or as a waiver of any other or subsequent breach of any provision contained
in this Agreement.
10.7 Headings. The headings of Sections of this Agreement have been inserted for
convenience of reference only and shall not affect the interpretation of any of the provisions of this
Agreement.
10.8 Assignment. Neither party hereto shall assign, hypothecate, or otherwise transfer
such parry's rights hereunder, or delegate such party's duties hereunder, without the prior written
consent of the other party hereto.
10.9 Renegotiation of the Agreement. The City and the Agency agree that needs may
arise for which this Agreement is insufficient, and further agree that effective services are mutually
beneficial. Therefore, any provision of this Agreement may be re -opened and renegotiated as the
needs to resolve new issues arise. Any such revised provisions shall be finalized in writing and
approved by the Agency and the City.
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MASTER SERVICES AGREEMENT WITH THE
INLAND VALLEY DEVELOPMENT AGENCY
FY 2004/2005
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
SEAL
ATTEST:
Clerk I card
SEAL
ATTEST:
By:
City Clerk
INLAND VALLEY DEVELOPMENT AGENCY
By: OgvL. _-
Executive Director
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