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Home My WebLink About23-Parks & Recreation -{;'ITY'OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION , Date: ANNIE F. RAMOS, DIRECTOR PARKS, RECREATION & COMMUNI1:Y SERVICES ".l:J/~/4/AI MAY 14,1997 V, .IUllrlfl. Subject: RESOumoN AUTHORlING THE DIRECTOR OF PARKS, RECREATION & COIIIIUNrTY SERVICES DEPARTMENT TO EXECUTE AN AGREEMENT WITH THE CENTER OF HEALTH RESOURCES PURCHASE CONNECTlON, GROUP PURCHASING, DIETARY PROGRAII FOR RAW FOOD PRODUCTS FOR THE CITY'S SENIOR NUTRJ110N PROGRAM. From: Dept: MAY 1 5 1997 Synopsis of Previous Council Action: Similar agreements have been in effect since July, 1986. The last such agreement was approved on Reso 96-117 at the Regular Meeting of May 20, 1996. Recommended Motion: Adopt Resolution. ;?1/;; 7 ~ Signature Contact person: John A. Kramer Phone: 5031 Supporting data attached: Staff Report. Reso & Aareement Ward: Cltv-Wlde FUNDING REQUIREMENTS: Amount: N/A Source: (Ace!. No.) No Citv Funds Involved. (Ace!. Descriotion) Finance: Council Notes: Agenda Item No. (0/117 #:{3 Res 97- /V~ ,-' ," CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION STAFF REPORT RESOLUTION AUTHORIZING THE DIRECTOR OF PARKS, RECREATION AND COMMUNITY SERVICES DEPARTMENT TO EXECUTE AN AGREEMENT WITH THE CENTER OF HEALTH RESOURCES PURCHASE CONNECTION, GROUP PURCHASING,DIETARY PROGRAM FOR RAW FOOD PRODUCTS FOR THE CITY'S SENIOR NUTRITION PROGRAM. The Senior Nutrition Program of the City of San Bernardino spends eighty percent (80%) of its annual raw food budget ($98,400) with those vendors who are members of the Purchase Connection. In return, the Purchase Connection rebates two percent (2 %) of the gross purchase cost to the City of San Bernardino Nutrition Program. The Senior Nutrition Program pays the Purchase Connection .015 cents per meal served, estimated to be $1.290 for 1997-98, to take advantage of its Group Purchasing Program. In addition to the rebates through the Purchase Connection, significant savings are ~.a1ized annually through utilization of those vendors recommended by the Purchase Connection. Use of the Purchase Connection essentially serves as a buying "Co-op," and provides substantial savings both in direct food purchases as well as staff time. Municipal Code, Section 3.04.010, Sub-Paragraph B.3. authorizes this type of purchase arrangement with the Council's approval. 11O-purshConn-u 5/14/97 . . . COHR aEJa Dale :!5f7 By , ,'-!::,. CORR IDe. PURCHASE CONNECTION PARTICIPATION AGREEMENT AND WARRANTY OF RESPONSIBILITY (LONG TERM CARE) THIS AGREEMENT made on 5-,)0 - , 199i.?is berween CORR Inc. (hereinafter "CORR" or "CORR Inc. "), a Delaware Corporation, baving its principal place of business at 201 North Figueroa Street, 4lbFloor,LosAngeles,California,90012-2623,and C~ ;)..{ ....::;:" J3<'V""f'f{i"'~ (hereinafter "Panicipating Member" or "Member") whose p . place of business is localed at WHEREBY the Panicipating Member desires to enter iDIo Ibis Agreement for the purpose of parritiporillg in CORR- Inc, negotiated group purchasing agreemeDtS involving lhe pun:base ofbeallb care supplies and equipmem solely for its .own use.. WHEREFORE lhe Panicipating Member specifically agrees 10 abide by and be obligated under the following IemIs and conditions set forth below: l. ACCESS TO GROUP PURCHASING AGREEMENTS Provided lbere has been no expiralion, termination or olher violation or breacb of Ibis Agreement, the Panicipating Member sball be entitled 10 purchase bealth care supplies and equipmem under lbe explicillerms and conditions conta1Ded in the various COHR.lnc. negOtialed group purchasing agreemenrs. Such purchases sball include prodUCI under IIIEBIC:a.:Be1R8Ie:.L, PIl:_l1.~CY. DIETARY... ~A.."R'.\b i:QYWI.n:UT Product lines. ..-1~4 s/197 n. PROGRAM PARTICIPATION FEES As consideration for access 10 COHR negolialed group purchasing agreements, the Panicipating Member agrees to pay 10 COHR a program participauon fee as set forth In lbe aaached schedule. lll. SUPPORT OF PROGRAMS Tbe Panicipaling Member understands, acknowledges and specifically agrees 10 use its very best efforts 10 exclusively suppon all COHR.Inc. negotiated ~oup purchasing agreements offered to member facilities allbe establisbed comp1iance faclor of 60%. The sole allowable exception being in product areas where COHR-Inc. does not curreD1ly possess a negotialed group purchasmg agreemem. PUTL'huse Conn(l.:rilJnl ~: ;4: Plumm..-r :,:r(,l."l. Ch.ll~\\.'rlh. C:~ >11 ~ll.410} \"'1'1773.:('>.;7 \",,',,'1 ->)..:'.:~.;; I~l:,) ,.;I.vS~0 11'( N:~:,n.-\Q:CHRI . . . lV. VENDOR COI\Il\IITME!\'T LETTERS By vinue of section m above. the Participating Member. as a condition of membership. shall agree 10 execule any appropriale 'vendor cOlIllll1tmemleners/agreemems' as may be required by cenain individual vendors. suppliers or wbolesalers thaI bave negotialed group purchasing agreellll:n1S with COHR-Inc. II is further underslood thaI in delivering any sucb commianemleners or agreemems, COHR is simply providing a service for the mutual beuefil of the Panicipating Member and the respective vendor, wbolesaler or supplier 10 facilira1e the utilization of the group purchasing agreemeD!(s). Any such 'veodor commi......nt lenerslagreemems' so execuled sba11 be subject 10 all other lenDS and conditions of Ibis AgreemcDl. V. POLICY CHANGES The Participating Member acJcnowledges thaI policies governing COHR's operation of the programs lbal the Participating Member has access 10 may change from time 10 time. Tbe ParticipaliDg Member therefore agrees 10 be bound by and will adopt and conform 10 any such policy. modificaliODS after DOlice of same has beell delivered to the Member by COHR. VI. TERM Tbe lerm of Ibis agreemeDl sba11 exteod from the date lbal the Palririporn,g Member is granICd membership to the COHR-IDc. programs of negotiated group purchasing agreemems. 10 the eod of COIIR's fiscal year. This Agreetnenl will be aUlomatically renewed for a twelve (12) moDlh period unless earlier lCrminared by either pany pursuanllO section vm below. VD. PUBLICATION COHR will supply, free of charge, OIlC (1) complete sel of AgreetIIClII binders (microfiche or paper media versions). POWER CONNECTION is available with the oecmary formalS and hanIware iofonnatiOll descn'bed in the supplemeDlal agreemeD! anacbed. If replacemeD! of the above information media becomes I1CCCSsary, there will be a catalogue productioll fee charged. The amouDl of Ibis fee will be dependenl upon what cjnm.....nr.rioo requires replacemelll. Said fee can be ilemized upon request. VID. CANCELLATION A.lI/DTERI\IINATION COHR-Inc. reserves the righllo cancel and lerminale the righlS of a Participating Member under Ibis Agreell1CDl as follows: A) Jm.......1;~lely upon nolice pursuant 10 seclioll X below; or B) Within lhiny (30) days wrinen notice 10 the Participating Member; or C) For violatioDS of section XXll confidentiality provisioDS; or 0) For failure to adhere 10 seclIon XXV provisions. E) For failure to adbere 10 comphance agreemelll. The Panicipating Member may cancel aOOterminale its righls under this Agreellll:lIl upolllhiny (30) days wrincn nouce 10 COHR.Inc. In the evelll the ParuclpaulIg Member elccts 10 terminale as provided for above. 110 monies prevIOusly paId to COHR will be refulKled If the Agreemellllerm has three (3) mol1lhs or less remaining and aU CUITelllly oUlStandlllg tnvOlces due COHR-lnc. will iminedialely become due and payable. 2 . . . IX. INDEMNIFICA nON By ilS contimJed participauon in the COHR-Inc. programs. the Participating Member be~by expressly agrees 10 indemnify and bold-harmless COHR-Inc. agamst any and all claims. judgmeDlS. COSIS. expenses or other losses arising oul of any conduct ~lating 10 the use of or under the autborily of COHR-Inc. negotiated group purchasing agreemeDlS, where coDduct of the ParticIpaung Member fai1s 10 expressly conform to and comply wilb outlined COHR-Inc. Nies, policies and/or direaives. X. "OWN USE" POUCY Tbe Participating Member expressly and uuequivocaUy understaDds and agrees !bat ""ch and eve\y purchase made lbrough aax COHR-Inc. negotiated f.lOIIP purcbasing agreemems for beaIlb c= supplies and equipmem an: for !bat Panicipating Members' ultimate consumption or "own use." "Own use" being defiDcd by any of the foUowing: A) Those relevam sections of !be Prescription Drug Marketing Act of 1987 and any a~rv1""'nt !bemo, and/or B) Those re!evam sections Robinson-PaIman I\a of 1932 am any __IV. !berelo, and/or C) The United States Supreme Coon decision in Ahhnn l.2hnr.unril!t et.31 v Pnnl:nvt Rn:ail nnl.Pi~ A<<ncia.inn Inc Blc (1976) 425 US 1. THIS AGREEMF.NT SHOULD NOT BE ENTERED INTO IF THE PARTICIPATING MEMBER L'l NOT ABSOLTrI'EI.V CI.EAR AS TO WHAT IS MEANT BV "OWN 11SE" AS IT REI.ATE.'l TO PRODUCT PURCHASED PURSUANT TO THIS AGREEMENT. AdditionaUy, the Participating Member underswids. acImowledges and CODSeDlS 10 baviDg Us membership ;mm~iately and uncooditionaUy lerminaled foUowing COHR-Inc. 's discovery !bat the Participating Member bas violated or acted in an inconsislem manner 10 aax provisioJl of Ibis subsection. XI. ASSIGNMENT AND DELEGATION This agreemeD! and any addenda 10 it shaU nol be lransferable, assignable nr delegable wilboul the express written consem of COHR-lnc. Any attempled assi!!lllDCllI of Ibis agreemem or delegation of any duties under il witbout express prior wrinen aulborization of COHR-Inc. is void. XU. DISPt.rrE RESOLtmON Any dispule arising belWeen the Participating Member and COHR-Inc. under Ibis agreemem will be senled in the foUowing manner: A) Any dispule regardmg a cJallD for damages wilbin the jurisdictionallimilS of small claims division of the MuniCipal Coun. Los Angeles Judicial District, will be resolved by !bat coun. ~ Any dispule belWeen !be Panlcipaung Member COHR-Inc. arising I of Ibis Agreemem be submitted 10 b . g arbitnnon if !be in dispwe exceeds jurisdictionallimils 0 V- 'G smaU claims , bw does DOl exceed of fifty thousand d ($50,000) in a e 0: ~ ') claim(s). Y and all disputes alba am decided under . section sbaU be coos' .EIHAL - ,/ UOn will be conducted . s Angeles, Califo m strict C~t+- L~JI ac e w,lb the Comme Rules ofTbe Ameri itralion Association losing parry ~'I\ . J ill bear lbe anomey's fees and costs of the prevai1in pari)'. J 5ft"~ 3 . .. . . . C) Ally claim or claims by either party against !be olber lhat should exceed an aggregale tola! of fifty Ibousand doUars (S50.000). will not be eligible for artJilration as DOled above. In such an event. !be panies agree to retain Ibeir respective legal rigbls and section xm below will become binding and enforceable. xm. AlTORNEY'S FEES Pursuant to section XII above, if ei!ber party to Ibis Agreement sball employ legal counsel to protect its rights \lllder this AgreemeDl or to enforce any term or provision of Ibis Agreement, !be party prevaiIiDg in any such legal action shall have Ibe righlto recover from Ibe olber party all of its reasonable anorney's fees. costs and expenses incurred in relation to such action. "Tbe costs, salary and expenses of Ibe City Anorney and members of his office in enforcing this contract on bebalf of Ibe City sball be considered as "anorney fees" for !be purposes of this paragraph." XIV. GOVERNING LAW This agreement sball be construed, interpreted and governed according 10 !be laws of !be SWe of California. xv. MODDlCATION This agreement may be modified only by written amendment duly signed and execnted by each of !be panies. XVI. WAIVER OF BREACH The waiver by COHR.Inc. of breach or violation of any provision of Ibis Agreement DDlSt be explicit and in writing, and sball DOl operate as, or be construed to be a waiver of, any subsequent breach !hereof, XVD. NOTICES Any material nOlice, consent, request, claim or olher communication shaD be in writing and shaD be deemed to bave been gi"en if delivered or mailed by registered or certified mail, relUm receipt requested, to Ibe address shown for lbe respective party at !be beginning of Ibis Agreement. Such addresses may be cbanged by any party through notice given in Ibe manner provided above. xvm. COUNTERPARTS This agreement may be executed sinDllraneously in two or more cowuerpans, each of which sball be deemed an original, however, all of which sball constilUle bul one and Ibe same insrrument. XIX. SEVERABll.1TY Sbould a coun of Compelent jurisdiction bold any of !be sections comained in Ibis agreeDll:nt DOl 10 be valid or 10 be o!herwise unenforceable. lhat section shaD be excised from Ibis Agreement and !be l"rmining sections sball be given full legal force and effect. 4 .1} f'. l ~,~ rt\\ rt.\.,\\C, '.N .\ . . . xx. WARRANTIES The Pamclpating Member understands aDd acknowledges tIw COHR-Inc. through its negotialed group purcbasing agreemeDls IS perfonmng a service aDd IS nOI effecting a sale berween the Participating Member and any vendor, manufacrurer or supplier wid! wbich COHR bas a negotiated group purcbasing agreemeDl. AccordingJy. COHR malces DO represematioDS or warranties, either e'Pressed or implied. as 10 any maner whatsoever. including. Wilboul limitation to. the condition. mercbanrability, or limess for purpose. with respectlo the goods, products or services provided pursuanr 10 this Agreement. Additionally, COHR sbaIl have DO liability whatsoever for personal injury, propeny cWnage or lost profits caused by or related 10 lhc above mentioned products or services. XXI. PARTICIPATING MEMBER'S OBLIGATION FOR PAYMENT Participating Member sball pay die manufacrurer, distribulor or wholesaler directly for any and all equipmeDl, supplies or other purcbases purcbased by !be Participating Member under !be authority of and pursualIIlO this AgreemeDl. XXII. WARRANTY OF CONFIDENTIALITY Participating Member recognizes, understands and specifically acknowledges Ibat!be malerial being provided 10 it is for lhal member's use nnlv. Participating.member absolutely agrees DOl 10 divulge, furnish or maIce accessible 10 anyone, other than necessary employees of !be Participating Member, any knowledge or iDformation with respecllO pricing, produ~, CODlfaCl~rms o~~r~~. off_red by COHR-Inc. programs wbicb is DOl olherwise generally kno .... . . 1~1l<j.-f-. f"CIW.# o~~ -1' it':}' . . . WD or av e 10 IDe orma DO provided pursuatIIlO this Agreement IS CONFIDENTIAl. Failure 10 exercise reasonable precautions 10 prolectlhc confVt..,,;.lily of this iDformaUon would be grounds for lermination of this Agreement and could resull in substantiaJ civil penalties 10 the Participating Member, ~ xxm. MEMBERSBIP INITIATION . .A4 t:J 7~/1? When accepled, membership 10 the COHR programs of negotialed group purcbasing agreements will DOl C[llD~11N' earlier tban thirty (30) calendar days from receipl in COHR' s offices of !be properly execuled participation agreement and compleled Home Heald! Information Sheet. XXN. UPDATING INFORMATION SHEET The Panicipating Member understands, acknowledges aDd agrees dial it is !be facility's duty and obligation 10 update the Information Sheel on an annual basis or sooner if lhcre is a material change in the Participating Member's business or operations, "Malerial Cbange" sball be imetprered 10 include, bul sbal1 DOl be limiIed 10, such changes as ownersbip, e'Piration or revocation of licenses and lhc like. Failure 10 update !be iDformaUon form as provided for above could resull in lermination pursuant to seclion Vlll. xxv. ADMINISTRATIVE FEES The Participating Member is aware aDd understands thai Administrative Fees may be collected by COHR-Inc. from vendors, suppliers and/or wholesalers based on sales 10 the Participating Members. Collection of any such fees is 10 asSiSt the fuodmg of the COHR.loc. programs and shall be m full compliance with current applicable federal law and/or regulations. s . . . . XXVI. ENTIRE AGREEMENT This Agreement constitutes the entire understanding and agreement between the panies with respect to the subject maner described herein and supersedes any prior understanding or slalemem of conditions or intent. In affixing their signature thereto, no parry is relying on anything not set forth herein above. IN WITNESS TIlEREOF this Agreement is executed in duplicate by authorized agents of the panics. FACll.ITY COHR Inc. Signature Signature Annie F. Ramos Printed Name Director of Parks, Recreation & Community Services Dept. Title/Position Edward L Graven Printed Name Senior Vice President TitlelPosition Date Date 6