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HomeMy WebLinkAbout2006-263 " , . . , , . . 1 2 3 4 5 6 7 8 9 10 SECTION I, The Mayor of the City of San Bernardino is hereby authorized and RESOLUTION NO. 2006-263 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING EXECUTION OF 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 2006/2007. BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 2006/2007, 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. The term of the Agreement is from July 1, 2006 through June 30, 2007; therefore, any action taken between July 1, 2006, and the date that this Agreement is executed is hereby ratified, SECTION 3. This agreement is rescinded if the parties to the agreement fail to execute it within one hundred twenty (120) days of the passage of this resolution. III /// /// /// /// 1- " . . , ". . 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING EXECUTION OF 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 2006/2007. I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor joint and Common Council of the City of San Bernardino at a regular meeting thereof, held on the 24th day of .July , 2006, by the following vote, to wit: Council Members: AYES NAYS ABSTAIN ABSENT ESTRADA ~ BAXTER x MCGINNIS x DERRY x KELLEY x JOHNSON x MC CAMMACK --1L- The foregoing resolution is hereby approved this ~J. d A. C~.Je.. ~~l~rk- Ilk' :)...1 ~ day of 3u1 y , 2006. ~.:::~ City of San Bernardmo Approved as to Form: ~ es F. Penman, City Attorney 2 28 " , 2006-263 MASTER SERVICES AGREEMENT This MASTER SERVICES AGREEMENT ("Agreement") is made and entered into as of the I sl day of July, 2006, by and between the INLAND V ALLEY DEVELOPMENT AGENCY, a public entity established pursuant to Government Code Section 6500, et seq., 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: 1. 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 Sergeant 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 or her 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 or his or her designee. 1 !-. 2006-263 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 to be coordinated with the Agency's Human Resources Department. 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 I, 2006, the Agency shall compensate the City for the Sergeant's services in the amount of sixty-nine thousand, eight hundred ($69,800) 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 2 I-~ 2006-263 include fire extinguishing training. The City shall also provide emergency response for structural 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 SBlAA, adopted by City of San Bernardino Resolution No. 2006-7. 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. 3 2006-263 4. Additional Services. 4.1 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). This section shall cover the period July 1,2006 through June 30, 2007. 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. 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 tum 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. 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. 4 2006-263 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 worker's compensation, social security, unemployment insurance, hours oflabor, 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 ofNAFB'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. 5 2006-263 8. Term and Termination. lbis Agreement shall commence on July I, 2006, 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, 2007. 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 govemmental regulations applicable to the City or the conduct of the City's business, including, without limitation, laws, ordinances or govemmental 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. 6 2006-263 The Agency will accept the full responsibility for and shall defend (if requested by City), indemnifY and save hannless 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 govemmental 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 "attorney'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: 9.2.1 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. 7 '. ' 2006-263 9.2.2 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 anyone accident or casualty, covering the performance of the services herein ordered. 9.2.3 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. 9.2.4 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. 9.2.5 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 8 2006-263 by the Agency. The types of insurance coverage as well as the amounts of such coverage shall be as follows: 9.2.6 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. 9.2.7 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 anyone accident or casualty, covering the performance of the services herein ordered. 9.2.8 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 9.2.7 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. 9.2.9 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. 9 -, ". 2006-263 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 Manager Rachel Clark, City Clerk The City Department( s) to which the subj ect matter of the particular notice pertains. With copies to: 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 10 '", 2006-263 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. IDA 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 Governing 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 party'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. III III III [SIGNATURES ON FOLLOWING PAGE] 11 ," ,', , , 2006-263 MASTER SERVICES AGREEMENT WITH THE INLAND V ALLEY DEVELOPMENT AGENCY FY 2006/2007 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written, INLAND V ALLEY DEVELOPMENT AGENCY SEAL ATTEST: CITY OF SAN BERNARDINO ~~~ or ~ SEAL Approved as to Form: ATTEST: By:i(~ JJ~ City Clerk es F, Penman, City Attorney 12