HomeMy WebLinkAbout24-Parks and Rec
o CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
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From: Kevin Hawkins, Director
Subject: Resolution authorizing the City
Manager to execute a Vendor Service
Agreement and authorizing the Director of
Finance to issue a Purchase Order to W.
Wood and Associates in the amount of
$74,400 for maintenance oflandscape and
irrigation at the San Bernardino Soccer
Complex.
Dept: Parks, Recreation &
Community Services Dept.
Date: May 13,2008
MlCC Meeting Date: JUDe 2, 2008
Synopsis of Previous Council Action:
12/16/02
Council adopted Resolution No. 2002-384 awarding a Purchase Order to W.
Wood & Associates for maintenance oflandscape and irrigation for the San
Bernardino Soccer Complex for a period of December 1,2002 through June 30,
2003, with two (2) one-year extensions.
Council adopted Resolution No. 2005-267 - authorizing issuance of Purchase
Order to W. Wood and Associates for Landscape and Irrigation Services at the
San Bernardino Soccer Complex.
8/1/05
Recommended Motion:
Adopt Resolution.
Signature
Contact person:
Ramon Mata
Phone:
384-5233
Supporting data attached:
FUNDING REQUIREMENTS:
ye~ Ward: 7
Amount: $74,400
Source: (Acct. No.) 134-462-5506
( A rrt nPQi"riptinn) ~~,.pr rn"'plp.y T ~nrtC::l"gJ'P
Contracts
Finance:
Council Notes:
1,1J/-DJ
Agenda Item No. __ ~
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CITY OF SAN BERNARDINO - REOUEST FOR COUNCIL ACTION
Staff Report
Subject:
Resolution of the Mayor and Common Council of the City of San Bernardino authorizing the
City Manager to execute a Vendor Service Agreement and authorizing the Director of Finance
to issue a Purchase Order to W. Wood and Associates in the amount of $74,400, pursuant to
Municipal Code Section 3.04.010B.3, for maintenance oflandscape and irrigation at the San
Bernardino Soccer Complex.
Background:
On August I, 2005, Council authorized the award of purchase orders for maintenance of
landscaping and irrigation at various locations, including a purchase order to W. Wood and
Associates in the amount of $74,400 for maintenance oflandscape and irrigation at the Soccer
Complex. Purchase Order No. 208196 was issued for a period of twelve (12) months, with two
(2) one-year extensions. The bid award was based upon the lowest responsible bidder for the
landscape/irrigation maintenance at the Soccer Complex.
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The Parks, Recreation and Community Services Department received a letter dated April 29,
2008, from W. Wood and Associates (Attachment "A") agreeing to renew the agreement to
maintain landscape and irrigation at the Soccer Complex for the upcoming year of July 1,2008
to June 30, 2009 at the current amount of $6,200 per month ($74,400 per year).
The San Bernardino Soccer Complex features seventeen (17) quality fields. The Complex
generates direct and indirect revenue that covers the basic cost of maintenance and operation
and substantially adds to the economy of the City of San Bernardino via jobs, business
opportunities and revenue.
Staff has explored the option of bringing the landscape maintenance services at the Complex
in-house; however, the Department lacks sufficient resources necessary to terminate the
contract.
Staff recommends adoption of the attached Resolution, which authorizes execution of a Vendor
Service Agreement, and issuance of a purchase order to continue this service at the same cost
that the vendor bid for the project three years ago.
Financial Impact:
Funding for this service will be budgeted in the FY 08/09 Soccer Complex Landscape
Contracts account no. 134-462-5506.
Recommendation:
o Adopt Resolution.
11 TTIf::fII-Ie:1ff A
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W. WOOD
ASSOCIATES
L.ndsca~ Construction & Services
April 29. 2008
Mr. Jim Gondos
City of San Bernardino
Parks & Recs. Community Service
547 North Sierra way
San Bernardino, CA 92401
Re San Bernardino Soccer Complex
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At this time it is our pleasure to exercise our option to renew our Maintance
contract for the above mentioned project for the upcoming year of July 1,2008 to
June 30.2009 at the current amount of $ 6,200.00 per month.
Wyatt Scott
Po.. Oni"" 8<" J611 . San Bemanliau. CA 91~U' 909.79l1.9159omce' 909.79J.4~ Fa.
Cnnlr:lCto.. LicenllC N_ber 581361
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RESOLUTION NO.. .
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE A
VENDOR SERVICE AGREEMENT AND AUTHORIZING THE DIRECTOR OF
FINANCE TO ISSUE A PURCHASE ORDER TO W. WOOD AND ASSOCIATES IN
THE AMOUNT OF 574,400, PURSUANT TO MUNICIPAL CODE SECTION
3.04.010B3 FOR MAINTENANCE OF LANDSCAPE AND IRRIGATION AT THE SAN
BERNARDINO SOCCER COMPLEX.
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. That the City Manager is authorized to execute Vendor Service
Agreement, labeled Exhibit "A", and incorporated herein as though set forth at length, and
SECTION 2. That the Director of Finance or his/her designee is authorized to issue a
purchase order to W. Wood and Associates in the amount of $74,400; and
SECTION 3. That this purchase is exempt from the formal purchasing procedures of
Section 3.04.010 of the Municipal Code, pursuant to Section 3.04.0IOB3 of said Code
"Purchases approved by the Mayor and Common Council"; and
SECTION 4. That the authorization to execute the above document is rescinded ifit is
not executed by both parties within sixty (60) day of the passage of this Resolution.
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE A
VENDOR SERVICE AGREEMENT AND AUTHORIZING THE DIRECTOR OF
FINANCE TO ISSUE A PURCHASE ORDER TO W. WOOD AND ASSOCIATES IN
THE AMOUNT OF $74,400, PURSUANT TO MUNICIPAL CODE SECTION
3.04.01083 FOR MAINTENANCE OF LANDSCAPE AND IRRIGATION AT THE SAN
BERNARDINO SOCCER COMPLEX.
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I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor
and Common Council of the City of San Bernardino at a
meeting. thereof, held on the day of , 2008, by the following
vote, to wit:
Council Members:
AYES
NAYS
ESTRADA
BAXTER
BRINKER
DERRY
KELLEY
JOHNSON
MCCAMMACK
ABSTAIN ABSENT
Rachel G. Clark, City Clerk
The foregoing resolution is hereby approved this
2008.
day of
Patrick J. Morris, Mayor
City of San Bernardino
Approved as to form:
James F. Penman, City Attorney
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E~r// K3/r /i
VENDOR SERVICE AGREEMENT
This Vendor Service Agreement is entered into this _ day of
2008, by and between W. Wood and Associates ("VENDOR") and the City of San Bernardino
("CITY" or "San Bernardino").
WITNESSETH:
WHEREAS, the Mayor and Common Council have determined that it is advantageous
and in the best interest of the CITY to acquire the services of a professional landscape
maintenance contractor to maintain the landscaping and irrigation at the San Bernardino Soccer
Complex; and
WHEREAS, the City of San Bernardino did solicit and accept bids from a number of
vendors for landscape maintenance services in June, 2005; and
WHEREAS, W. Wood and Associates has satisfactorily provided said services at the
San Bernardino Soccer Complex since December, 2002.
NOW, THEREFORE, the parties hereto agree as follows:
1. SCOPE OF SERVICES.
For the remuneration stipulated, the CITY hereby engages the services of VENDOR to
provide maintenance of landscaping and irrigation services at the San Bernardino Soccer
Complex.
2. COMPENSATION AND EXPENSES.
For the services delineated above, the CITY, upon presentation of invoices, shall
pay the VENDOR the amount of $6,200 per month ($74,400 per year) for landscape and
irrigation maintenance services at the San Bernardino Soccer Complex.
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3.
TERM; TERMINATION.
The term of this Agreement is from July 1,2008 through June 30, 2009. This Agreemerit
may be terminated at any time by thirty (30) days written notice by either party. The terms of
this Agreement shall remain in force unless mutually amended.
4. INDEMNITY.
Vendor agrees to and shall indemnify and hold the City, its elected officials, employees,
agents or representatives, free and harmless from all claims, actions, damages and liabilities of
any kind and nature arising from bodily injury, including death, or property damage, based or
asserted upon any actual or alleged act or omission of Vendor, its employees, agents, or
subcontractors, relating to or in any way connected with the accomplishment of the work or
performance of services under this Agreement, unless the bodily injury or property damage was
caused by the sole negligence of the City, its elected officials, employees, agents or
representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its
own expense, including attorney's fees, the City, its elected officials, employees, agents or
representatives from any and all legal actions based upon such actual or alleged acts or
omissions. Vendor hereby waives any and all rights to any types of express or implied
indemnity against the City, its elected officials, employees, agents or representatives, with
respect to third party claims against the Vendor relating to or in any way connected with the
accomplishment of the work or performance of services under this Agreement.
5. INSURANCE.
While not restricting or limiting the foregoing, during the term of this Agreement,
VENDOR shall maintain in effect policies of comprehensive public, general and automobile
liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory worker's
compensation coverage, and shall file copies of said policies with the CITY's Risk Manager
2
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prior to undertaking any work under this Agreement. CITY shall be set forth as an additional
named insured in each policy of insurance provided hereunder. The Certificate of Insurance
furnished to the CITY shall require the insurer to notify CITY of any change or termination in
the policy.
6. NON-DISCRIMINATION.
In the performance of this Agreement and in the hiring and recruitment of employees,
VENDOR shall not engage in, nor permit its officers, employees or agents to engage in,
discrimination in employment of persons because of their race, religion, color, national origin,
ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or
sexual orientation, or any other status protected by law, except as permitted pursuant to Section
12940 of the California Government Code.
7. INDEPENDENT CONTRACTOR.
VENDOR shall perform work tasks provided by this Agreement, but for all intents and
purposes VENDOR shall be an independent contractor and not an agent or employee of the
CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of
Income Tax, Social Security, State Disability Insurance Compensation, Unemployment
Compensation, and other payroll deductions for VENDOR and its officers, agents, and
employees, and all business licenses, if any are required, in connection with the services to be
performed hereunder.
8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
VENDOR warrants that it possesses or shall obtain, and maintain a business registration
certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits,
qualifications, insurance and approval of whatever nature that are legally required of VENDOR
to practice its business or profession.
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9.
NOTICES.
Any notices to be given pursuant to this Agreement shall be deposited with the United
States Postal Service, postage prepaid and addressed as follows:
TO THE CITY:
Director of Parks, Recreation and Community Services
201-A North "E" Street, Suite #103
San Bernardino, CA 92401
Telephone: (909)384-5233
TO THE VENDOR:
W. Wood and Associates
Post Office Box 3612
San Bernardino, CA 92413
Telephone: (909) 798-9159
10. ATTORNEYS' FEES
In the event that litigation is brought by any party in connection with this Agreement, the
prevailing party shall be entitled to recover from the opposing party all costs and expenses,
including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its
rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions
hereof. The costs, salary and expenses of the City Attorney and members of his office in
enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the
purposes of this paragraph.
11. ASSIGNMENT.
VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or
encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior
written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void
and shall constitute a breach of this Agreement and cause for the termination of this Agreement.
Regardless of CITY's consent, no subletting or assignment shall release VENDOR of
VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder
for the term of this Agreement.
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12.
VENUE.
The parties hereto agree that all actions or proceedings arising in connection with this
Agreement shall be tried and litigated either in the State Courts located in the County of San
Bernardino, State of California or the U.S. District Court for the Central District of California,
Riverside Division. The aforementioned choice of venue is intended by the parties to be
mandatory and not permissive in nature.
13. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of California.
14. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding on and inure to the benefit of the parties to this
Agreement and their respective heirs, representatives, successors, and assigns.
15.
HEADINGS.
The subject headings of the sections of this Agreement are included for the purposes of
convenience only and shall not affect the construction or the interpretation of any of its
provisions.
16. SEVERABILITY.
If any provision of this Agreement is determined by a court of competent jurisdiction to
be invalid or unenforceable for any reason, such determination shall not affect the validity or
enforceability of the remaining terms and provisions hereof or of the offending provision in any
other circumstance, and the remaining provisions of this Agreement shall remain in full force
and effect.
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17. ENTIRE AGREEMENT; MODIFICATION.
This Agreement constitutes the entire agreement and the understanding between the
parties, and supersedes any prior agreements and understandings relating to the subject manner
of this Agreement. This Agreement may be modified or amended only by a written instrument
executed by all parties to this Agreement.
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day
and date set forth below.
Dated
,2008
W. Wood and Associates
By:
Its:
Dated
,2008
CITY OF SAN BERNARDINO
By:
Fred Wilson, City Manager
Approved as to Form:
James F. Penman, City Attorney
By:
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VENDOR SERVICE AGREEMENT
This Vendor Service Agreement is entered into this _ day of
2008, by and between W. Wood and Associates ("VENDOR") and the City of San Bernardino
("CITY" or "San Bernardino").
WITNESSETH:
WHEREAS, the Mayor and Common Council have determined that it is advantageous
and in the best interest of the CITY to acquire the services of a professional landscape
maintenance contractor to maintain the landscaping and irrigation at the San Bernardino Soccer
Complex; and
WHEREAS, the City of San Bernardino did solicit and accept bids from a number of
vendors for landscape maintenance services in June, 2005; and
WHEREAS, W. Wood and Associates has satisfactorily provided said services at the
San Bernardino Soccer Complex since December, 2002.
NOW, THEREFORE, the parties hereto agree as follows:
1. SCOPE OF SERVICES.
For the remuneration stipulated, the CITY hereby engages the services of VENDOR to
provide maintenance of landscaping and irrigation services at the San Bernardino Soccer
Complex.
2. COMPENSATION AND EXPENSES.
For the services delineated above, the CITY, upon presentation of invoices, shall
pay the VENDOR the amount of $6,200 per month ($74,400 per year) for landscape and
irrigation maintenance services at the San Bernardino Soccer Complex.
I
o 3. TERM; TERMINATION.
The term of this Agreement is from July 1,2008 through June 30, 2009. This Agreement
may be terminated at any time by thirty (30) days written notice by either party. The terms of
this Agreement shall remain in force unless mutually amended.
4. INDEMNITY.
Vendor agrees to and shall indemnify and hold the City, its elected officials, employees,
agents or representatives, free and harmless from all claims, actions, damages and liabilities of
any kind and nature arising from bodily injury, including death, or property damage, based or
asserted upon any actual or alleged act or omission of Vendor, its employees, agents, or
subcontractors, relating to or in any way connected with the accomplishment of the work or
performance of services under this Agreement, unless the bodily injury or property damage was
o caused by the sole negligence of the City, its elected officials, employees, agents or
representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its
own expense, including attorney's fees, the City, its elected officials, employees, agents or
representatives from any and all legal actions based upon such actual or alleged acts or
omissions. Vendor hereby waives any and all rights to any types of express or implied
indemnity against the City, its elected officials, employees, agents or representatives, with
respect to third party claims against the Vendor relating to or in any way connected with the
accomplishment of the work or performance of services under this Agreement.
5. INSURANCE.
o
While not restricting or limiting the foregoing, during the term of this Agreement,
VENDOR shall maintain in effect policies of comprehensive public, general and automobile
liability insurance, in the amount of $1 ,000,000.00 combined single limit, and statutory worker's
compensation coverage, and shall file copies of said policies with the CITY's Risk Manager
2
o prior to undertaking any work under this Agreement. CI'fY shall be set forth as an additional
named insured in each policy of insurance provided hereunder. The Certificate of Insurance
furnished to the CITY shall require the insurer to notify CITY of any change or termination in
the policy.
o
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6. NON-DISCRIMINATION.
In the performance of this Agreement and in the hiring and recruitment of employees,
VENDOR shall not engage in, nor permit its officers, employees or agents to engage in,
discrimination in employment of persons because of their race, religion, color, national origin,
ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or .
sexual orientation, or any other status protected by law, except as permitted pursuant to Section
12940 of the California Government Code.
7. INDEPENDENT CONTRACTOR.
VENDOR shall perform work tasks provided by this Agreement, but for all intents and
purposes VENDOR shall be an independent contractor and not an agent or employee of the
CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of
Income Tax, Social Security, State Disability Insurance Compensation, Unemployment
Compensation, and other payroll deductions for VENDOR and its officers, agents, and
employees, and all business licenses, if any are required, in connection with the services to be
performed hereunder.
8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
VENDOR warrants that it possesses or shall obtain, and maintain a business registration
certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits,
qualifications, insurance and approval of whatever nature that are legally required of VENDOR
to practice its business or profession.
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9.
NOTICES.
Any notices to be given pursuant to this Agreement shall be deposited with the United
States Postal Service, postage prepaid and addressed as follows:
TO THE CITY:
Director of Parks, Recreation and Community Services
201-A North "E" Street, Suite #103
San Bernardino, CA 92401
Telephone: (909)384-5233
TO THE VENDOR:
W. Wood and Associates
Post Office Box 3612
San Bernardino, CA 92413
Telephone: (909) 798-9159
10. ATIORNEYS' FEES
In the event that litigation is brought by any party in connection with this Agreement, the
prevailing party shall be entitled to recover from the opposing party all costs and expenses,
including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its
rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions
hereof. The costs, salary and expenses of the City Attorney and members of his office in
enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the
purposes of this paragraph.
11. ASSIGNMENT.
VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or
encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior
written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void
and shall constitute a breach of this Agreement and cause for the termination of this Agreement.
Regardless of CITY's consent, no subletting or assignment shall release VENDOR of
VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder
for the term of this Agreement.
4
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12.
VENUE.
The parties hereto agree that all actions or proceedings arising in connection with this
Agreement shall be tried and litigated either in the State Courts located in the County of San
Bernardino, State of California or the U.S. District Court for the Central District of California,
Riverside Division. The aforementioned choice of venue is intended by the parties to be
mandatory and not permissive in nature.
13. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of California.
14. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding on and inure to the benefit of the parties to this
Agreement and their respective heirs, representatives, successors, and assigns.
15.
HEADINGS.
The subject headings of the sections of this Agreement are included for the purposes of
convenience only and shall not affect the construction or the interpretation of any of its
provisions.
16. SEVERABILITY.
If any provision of this Agreement is determined by a court of competent jurisdiction to
be invalid or unenforceable for any reason, such determination shall not affect the validity or
enforceability of the remaining terms and provisions hereof or of the offending provision in any
other circumstance, and the remaining provisions of this Agreement shall remain in full force
and effect.
III
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17. ENTIRE AGREEMENT; MODIFICATION.
This Agreement constitutes the entire agreement and the understanding between the
parties, and supersedes any prior agreements and understandings relating to the subject manner
of this Agreement. This Agreement may be modified or amended only by a written instrument
executed by all parties to this Agreement.
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day
and date set forth below.
Dated
,2008
W. Wood and Associates
By:
Its:
Dated
CITY OF SAN BERNARDINO
,2008
By:
Fred Wilson, City Manager
Approved as to Form:
James F. Penman, City Attorney
6
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VENDOR SERVICE AGREEMENT
This Vendor Service Agreement is entered into this _ day of
2008, by and between W. Wood and Associates ("VENDOR") and the City of San Bernardino
("CITY" or "San Bernardino").
WITNESSETH:
WHEREAS, the Mayor and Common Council have determined that it is advantageous
and in the best interest of the CITY to acquire the services of a professional landscape
maintenance contractor to maintain the landscaping and irrigation at the San Bernardino Soccer
Complex; and
WHEREAS, the City of San Bernardino did solicit and accept bids from a number of
vendors for landscape maintenance services in June, 2005; and
WHEREAS, W. Wood and Associates has satisfactorily provided said services at the
San Bernardino Soccer Complex since December, 2002.
NOW, THEREFORE, the parties hereto agree as follows:
1. SCOPE OF SERVICES.
For the remuneration stipulated, the CITY hereby engages the services of VENDOR to
provide maintenance of landscaping and irrigation services at the San Bernardino Soccer
Complex.
2. COMPENSATION AND EXPENSES.
For the services delineated above, the CITY, upon presentation of invoices, shall
pay the VENDOR the amount of $6,200 per month ($74,400 per year) for landscape and
irrigation maintenance services at the San Bernardino Soccer Complex.
1
o
o
o
3.
TERM; TERMINATION.
The term of this Agreement is from July 1,2008 through June 30, 2009. This Agreement
may be terminated at any time by thirty (30) days written notice by either party. The terms of
this Agreement shall remain in force unless mutually amended.
4. INDEMNITY.
Vendor agrees to and shall indemnify and hold the City, its elected officials, employees,
agents or representatives, free and harmless from all claims, actions, damages and liabilities of
any kind and nature arising from bodily injury, including death, or property damage, based or
asserted upon any actual or alleged act or omission of Vendor, its employees, agents, or
subcontractors, relating to or in any way connected with the accomplishment of the work or
performance of services under this Agreement, unless the bodily injury or property damage was
caused by the sole negligence of the City, its elected officials, employees, agents or
representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its
own expense, including attorney's fees, the City, its elected officials, employees, agents or
representatives from any and all legal actions based upon such actual or alleged acts or
omissions. Vendor hereby waives any and all rights to any types of express or implied
indemnity against the City, its elected officials, employees, agents or representatives, with
respect to third party claims against the Vendor relating to or in any way connected with the
accomplishment of the work or performance of services under this Agreement.
.5. INSURANCE.
While not restricting or limiting the foregoing, during the term of this Agreement,
VENDOR shall maintain in effect policies of comprehensive public, general and automobile
liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory worker's
compensation coverage, and shall file copies of said policies with the CITY's Risk Manager
2
o
o
o
prior to undertaking any work under this Agreement. CITY shall be set forth as an additional
named insured in each policy of insurance provided hereunder. The Certificate of Insurance
furnished to the CITY shall require the insurer to notify CITY of any change or termination in
the policy.
6. NON-DISCRIMINATION.
In the performance of this Agreement and in the hiring and recruitment of employees,
VENDOR shall not engage in, nor permit its officers, employees or agents to engage in,
discrimination in employment of persons because of their race, religion, color, national origin,
ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or
sexual orientation, or any other status protected by law, except as permitted pursuant to Section
12940 of the California Government Code.
7. INDEPENDENT CONTRACTOR.
VENDOR shall perform work tasks provided by this Agreement, but for all intents and
purposes VENDOR shall be an independent contractor and not an agent or employee of the
CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of
Income Tax, Social Security, State Disability Insurance Compensation, Unemployment
Compensation, and other payroll deductions for VENDOR and its officers, agents, and
employees, and all business licenses, if any are required, in connection with the services to be
performed hereunder.
8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
VENDOR warrants that it possesses or shall obtain, and maintain a business registration
certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits,
qualifications, insurance and approval of whatever nature that are legally required of VENDOR
to practice its business or profession.
3
o
o
o
9.
NOTICES.
Any notices to be given pursuant to this Agreement shall be deposited with the United
States Postal Service, postage prepaid and addressed as follows:
TO THE CITY:
Director of Parks, Recreation and Community Services
20 I-A North "E" Street, Suite # I 03
San Bernardino, CA 92401
Telephone: (909)384-5233
TO THE VENDOR:
W. Wood and Associates
Post Office Box 3612
San Bernardino, CA 92413
Telephone: (909) 798-9159
10. ATTORNEYS' FEES
In the event that litigation is brought by any party in connection with this Agreement, the
prevailing party shall be entitled to recover from the opposing party all costs and expenses,
including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its
rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions
hereof. The costs, salary and expenses of the City Attorney and members of his office in
enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the
purposes of this paragraph.
11. ASSIGNMENT.
VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or
encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior
written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void
and shall constitute a breach of this Agreement and cause for the termination of this Agreement.
Regardless of CITY's consent, no subletting or assignment shall release VENDOR of
VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder
for the term of this Agreement.
4
o
o
o
12.
VENUE.
The parties hereto agree that all actions or proceedings arising in connection with this
Agreement shall be tried and litigated either in the State Courts located in the County of San
Bernardino, State of California or the U.S. District Court for the Central District of California,
Riverside Division. The aforementioned choice of venue is intended by the parties to be
mandatory and not permissive in nature.
13. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of California.
14. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding on and inure to the benefit of the parties to this
Agreement and their respective heirs, representatives, successors, and assigns.
15.
HEADINGS.
The subject headings of the sections of this Agreement are included for the purposes of
convenience only and shall not affect the construction or the interpretation of any of its
provisions.
16. SEVERABILITY.
If any provision of this Agreement is determined by a court of competent jurisdiction to
be invalid or unenforceable for any reason, such determination shall not affect the validity or
enforceability of the remaining terms and provisions hereof or of the offending provision in any
other circumstance, and the remaining provisions of this Agreement shall remain in full force
and effect.
III
III
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o
o
o
17. ENTIRE AGREEMENT; MODIFICATION.
This Agreement constitutes the entire agreement and the understanding between the
parties, and supersedes any prior agreements and understandings relating to the subject manner
of this Agreement. This Agreement may be modified or amended only by a written instrument
executed by all parties to this Agreement.
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day
and date set forth below.
Dated
,2008
W. Wood and Associates
By:
Its:
Dated
,2008
CITY OF SAN BERNARDINO
By:
Fred Wilson, City Manager
Approved as to Form:
James F. Pemnan, City Attorney
./~
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