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HomeMy WebLinkAbout1989-182 .' 18 19 20 21 22 23 24 25 26 27 28 . l 1 RESOLUTION NO. 89-182 2 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF MASTER SERVICES AGREEMENT BETWEEN CITY OF SAN 3 BERNARDINO AND THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE 4 CITY OF SAN BERNARDINO. 5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 6 SECTION 1. The Mayor of the City of San bernardino is 7 hereby authorized and directed to execute a Master Services 8 9 Agreement between the City of San Bernardino and the Community Develop~ent Commission of the City of San Bernardino on behalf of 10 the Redevelopment Agency of the City of San Bernardino in the 11 form of a copy of said agreement attached hereto as Exhibit "A". 12 SECTION 2. Said Agreement shall not take effect until 13 fully signed and executed by both parties. The City shall not be 14 15 obligated hereunder unless and until the Agreement is fully 16 executed and no oral agreement relating thereto shall be implied or authorized. 17 SECTION 3. This resolution is rescinded if the parties to the agreement fail to execute it within sixty (60) days of the passage of this resolution. / / / / / / / / / / / / / / / / / / / / / / / / DAB:br June 14, 1989 10 11 12 13 14 15 16 17 1 RESO. OF THE CITY OF SAN BERNARDINO AUTHROIZING THE EXECUTION OF MASTER SERVICES AGREEMENT BETWEEN CITY OF SAN BERNARDINO AND THE 2 COMMUNITY.DEVEL.COMMISSION OF THE CITY OF SAN BERNARDINO ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 3 4 I HEREBY CERTIFY that the foregoing resolution was duly 5 adopted by the Mayor and Common Council of the City of San Bernardino at a regular meeting thereof, held on the 6 19th day of June , 1989, by the following vote, 7 to wit: 8 AYES: Council Members Estrada. Reillv. Flores. Maudslev. 9 Minor. Pope-Ludlam. Miller NAYS: None ABSENT: None The foregoing ~d%a'w()~ c;a ty; ~r,k;l1A j~l ~ 1") v Y!f7flb/ 7/tu7fJ ~/2atz resolut:ion :is hereb( appr~el~ c.7J A-t( .i"f'/'.# day of Jllne 18 Approved as to form and Legal Content: 19 20 21 22 23 24 25 26 27 28 JAMES F. PENMAN City Attorney BY:~ ../ DAB:br June 14, 1989 1 MASTER SERVICES AGREEMENT THIS A~NT is made and entered into this~ day i , 19if, by and between the CITY OF SAN of BERNARDINO, corporate and politic, hereinafter referred to as "City", and the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, on behalf of the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a public agency, hereinafter referred to as "Agency". RECITALS: (a) Agency is desirous of contracting with City for the performance by City's appropriate officers and employees of Agency functions. (b) City is agreeable to performing such services for Agency on the terms and conditions hereinafter set forth. (c) Such contracts for performance of Agency functions are authorized and provided for by the provision of Section 52 of the Charter of the City of San Bernardino. (d) City is desirous of contracting with Agency's appropriate officers and employees of specialized functions and services relative to development and redevelopment programs. (e) Agency is agreeable to performing such services for City on the terms and conditions hereinafter set forth. (f) Such contracts for provision of services to City by Agency are authorized and provided for by provisions of Sections 34145 and 34149 of the Health and Safety Code. THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: City Services to Commission 1. City agrees, through its officers and employees, to perform those Agency functions which are hereinafter provided for. 2. Agency shall pay for such services as are provided for under this agreement at rates to be determined by the City Director of Finance in accordance with the policies and procedures established by the Common Council of City. 3. No City officer or department shall perform for said Agency any function not coming within the scope of the duties of such officer or department in performing such services for Agency. 4. No service shall be performed hereunder unless Agency shall have available funds previously identified to cover the cost thereof. 5. No function or service shall be performed hereunder by any City officer or department unless such function or service shall have been requested in writing by the Agency on order of the Community Development Commission thereof or the Executive Director thereof or such officer as the Community Development Commission may designate and such function or service is approved in writing by the Mayor of City, the City Administrator of City, or such other officers as the Common Council of City may designate. Each such service or function shall be performed at the times and under circumstances mutually agreeable to City and Agency. The charge for such service shall be limited to funds appropriated by the Community Development Commission for such purposes. The written request for services shall specify the budget source of the funds. Each such written request shall become an addendum to this Agreement. - 2 - 6. Whenever City and Agency mutually agree as to the necessity for any such City officer or department to maintain administrative quarters in the facilities of Agency, Agency shall furnish at its own cost and expense all necessary office space, furniture, furnishings, office supplies, janitorial service, telephone, light, water and other utilities. In all instances where special supplies, stationery, notices, forms and the like must be issued in the name of Agency, the same shall be supplied by Agency at its expense. Such quarters may be used by the City officer or department in connection with the performance of its duties for City and other agencies, provided, however, that the performance of such other duties shall not be at any additional cost to Agency. 7. All persons employed in the performance of such services and functions for Agency shall be City employees, and no City employee as such shall be taken over by Agency, and no person employed hereunder shall have any Agency pension, employment claim or other status or right. Agency shall not be called upon to assume any liability for the direct payment of any salary, wages or other compensation to any City personnel performing services hereunder for Agency, or any liability other than that provided for in this agreement. 8. Except as herein otherwise specified, Agency shall not be liable for compensation or indemnity to any City employee for injury or sickness arising out of this employment. 9. Each City officer or department performing any service for Agency provided for herein shall keep reasonably itemized and detailed work or job records covering the cost of all services performed, including salary, wages and other compensation for labor, supervision and planning, plus overhead, the reasonable rental value of all City-owned - 3 - machinery and equipment, rental paid for all rented machinery and equipment, together with the cost of an operator thereof when furnished with said machinery or equipment, the cost of all machinery and supplies furnished by City, reasonable handling charges, and all additional items and expense incidental to the performance of such function or service. However, such itemized detailed records need not be provided to Agency by City in those instances in which a City department provides special short duration services for Agency at a previously agreed upon flat-sum rate. 10. Before any work is done or services rendered pursuant hereto, an amount equal to the estimated cost including contingencies, must be reserved by Agency from its funds to insure payment for work, services or materials provided hereunder. 11. Agency shall be billed for the services rendered no less frequently than every three calendar months. City shall render to Agency an itemized invoice which covers all services performed during the preceding period and Agency shall pay City therefor within sixty (60) days after date of said invoice. If such payment is not delivered to the City office which is described on said invoice within sixty (60) days after the date of the invoice, City is entitled to recover interest thereon. Said interest shall be at the rate of seven percent (7%) per annum or any portion thereof calculated from the last day of the month from which the services were performed. Agency Services to City 12. Agency agrees, through its officers and employees, to perform those special functions which may from time to time be requested by City from Agency as hereinafter provided. - 4 - 13. City shall pay for such services as are provided under this agreement at rates to be mutually agreed at the time services are requested between City and Agency. 14. No Agency officer or employee shall perform for City any function not coming within the scope of said duties of such officer or employee performing services for Agency. 15. No service shall be performed hereunder by Agency unless City shall have available funds pervious1y identified to cover the cost thereof. 16. No function or service shall be performed hereunder by any Agency officer or employee unless such function or service shall have been requested in writing by the Mayor of City or the City Administrator of City and each such service is approved in writing by the Executive Director of the Agency or such officers as the Board of Commissioners may designate. Each such service or function shall be performed at the times under circumstances mutually agreeable to Agency and the department requesting the services. The charge for such services shall be limited to funds appropriated by City for such purposes. The written request for services shall specify the budget source of the funds. Each such written request shall become an addendum to this Agreement. 17. lvhenever City and Agency mutually agree as to the necessity for any such Agency officer or employee to maintain administrative quarters in the faci11ities of City, City shall furnish at its own cost and expense all necessary office space, furniture, furnishings, office supplies, janitorial service, telephone, light, water and other utilities. In all instances where special supplies, stationery, notes, forms and the like must be issued in the name of Agency, the same shall be supplied by City at its expense. - 5 - Such quarters may be used by Agency's officer or employee in connection with the performance of its duties for Agency and other agencies, provided, however, that the performance of such other duties shall not be at any additional cost to City. 18. All persons employed in the performance of such services and functions for City shall be Agency employees and no Agency employee as such shall be taken over by City, and no person employed hereunder shall have any City pension, employment claim or any other status or right. City shall not be called upon to assume any liability for the direct payment of any salary, wages or other compensation to any Agency personnel performing services hereunder for City, or any liability other than that provided for in this agreement. 19. Except as herein otherwise specified, City shall not be liable for compensation or indemnity to any Agency employee for injury or sickness arising out of his/her employment. 20. Each Agency officer or employee performing any service for City provided for herein shall keep reasonably itemized and in detail work or job records covering the cost of all services performed, including salary, wages and other compensation for labor, supervision and planning, plus overhead, the reasonable rental value of all Agency-owned machinery and equipment, rental paid for all rented equipment, together with the cost of an operator thereof when furnished with said machinery or equipment, the cost of all machinery and supplies furnished by Agency, reasonable handling charges, and all additional items and expense incidental to performance of such function or service. However, such itemized detailed records need not be provided to City by Agency in those instances in which the Agency provides special short-duration services for City at a previously agreed upon flat-sum rate. - 6 - 21. Before any work is done or services rendered pursuant hereto, an amount equal to the estimated cost, including contingencies, must be reserved by City from its funds to insure payment for work, services or materials provided hereunder. 22. Agency shall render to City at intervals not to exceed three (3) calendar months an itemized invoice which covers all services performed during said period, and City shall pay Agency therefor within sixty (60) days after date of said service. If such payment is not delivered to Agency office which is described on said invoice within sixty (60) days after the date of the invoice, Agency is entitled to recover interest thereon. Said interest shall be at the rate of seven percent (7%) per annum or any portion thereof calculated from the last day of the month from which the services were performed. General Provisions 23. All parties agree to be bound by applicable federal, state and local laws, ordinances, regulations and directives as they pertain to the performance of this agreement. 24. Each of the parties agrees that in the event the program established hereunder is subjected to audit exceptions by appropriate audit agencies, they shall be responsible for complying with such exceptions and paying the full amount of liability resulting from such audit exceptions. 25. Agency agrees to indemnify, defend and save harmless City, its officers, employees, and agents from and against any and all losses, actions, causes of action, liabilities, expenses, including defense costs and legal fees, claims for damages of any nature whatsoever, including, but not limited to bodily injury, death, personal injury or property - 7 - damage, real or personal, arising from or connected with the services performed by or on behalf of Agency, its officers, employees, agents or contractors, pursuant to this agreement. 26. City agrees to indemnify, defend and save harmless Agency, its officers, employees, and agents from and against any and all losses, actions, causes of action, liabilities, expenses, including defense costs and legal fees, and claims for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury or property damage, real or personal, arising from or connected with the services performed by or on behalf of City, its officers, employees, agents or contractors, pursuant to this Agreement. 27. This contract shall become effective on the date first above written and shall run for a period of one (1) year. This contract shall be automatically renewed thereafter for additional periods of one (1) year, from year to year, unless either party provides written notice to the other on or before June 30 that the contract will not be renewed. 28. Notwithstanding the provisions of paragraph 27 hereinabove set forth, either party may terminate this agreement at any time by giving written notice to the other party. 29. This agreement shall not be construed to create the relationship of agent, servant, employee, partnership, joint venture, or association, as between City and Agency except as expressly set forth in this agreement. 30. The parties agree that they shall not make any discrimination, distinction, or restriction on account of color, race, religion, ancestry, sex, marital status, or national origin contrary to the provisions of Section 51, et seq. of the Civil Code of the State of California which is incorporated herein by reference as if set forth herein in full. - 8 - ... 31. Notices desired or required to be given hereunder or under any law now or hereafter in effect may, at the option of the party giving the same, be given by enclosing same in a sealed envelope, addressed to the party for whom intended, and by depositing such envelope with postage prepaid, in the United States Post Office, or any substation thereof, or any public letterbox, and any such notice in the envelope containing the same shall be addressed as follows: All notices shall be served in writing, the notices to Agency shall be sent to the following: Executive Director Redevelopment Agency of the City of San Bernardino 300 North "D" Street, Fourth Floor San Bernardino, California 92418 Notice, reports and statements to City shall be delivered to or sent to City at the following address: City Clerk City of San Bernardino 300 North "D" Street, Second Floor San Bernardino, California 92418 32. This agreement shall not supersede nor replace the previously executed written agreements between the parties. 33. Except as provided in paragraph 32, this agreement contains all the agreements of the parties hereto with respect to any matter covered or mentioned in this agreement, no prior agreements or understanding pertaining to any such matters shall be effective for any purpose and no provision of this agreement may be amended or added except by an agreement in writing signed by the parties hereto. This agreement shall not be effective or binding on any party until fully executed by all parties hereto and shall continue until terminated by one of the parties upon delivery of written notice to the other as specified in this agreement. - 9 - IN WITNESS WHEREOF, City has, by order of its Common Council, caused these presents to be subscribed thereto and attested by the City Clerk of said Council and Agency has caused these presents to be subscribed by its Executive Director and attested by its Secretary on the day and year first above written. CITY OF SAN BERNARDINO ,'~ .,."...J"". ..:'\.....~ ATTEST: COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO on behalf of the REDEVELOPMENT AGENCY OF THE CITY OF BERNARDINO ATTEST: ~) City t rney By~i! ~ Agency Assistant Secretary APPROVED AS TO FORM AND LEGAL CONTENT: /~ l17lS - 10 -