HomeMy WebLinkAbout2008-104
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
26
27
28
RESOLUTION NO. 2008-104
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT .AND
INCREASE TO AN ANNUAL PURCHASE ORDER WITH TWO SINGLE YEAR
RENEWAL OPTIONS TO HREM INC. FOR THE FABRICATION AND REPAIR OF
REFUSE TRUCK BODIES AND FLOORS TO BE UTILIZED BY THE PUBLIC
SERVICES DEPARTMENT FLEET DIVISION.
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. The City Manager of the City of San Bernardino is hereby
authorized to execute on behalf of said City an Agreement between the City of San
Bernardino and HREM Inc., which is attached hereto, marked Exhibit "A" and
incorporated herein by reference as fully as though set forth at length.
SECTION 2. This purchase is exempt from the formal contract procedures of
Section 3.04.010 of the Municipal Code, pursuant to Section 3.04.010. B.3 of said
Code "Purchases approved by the Mayor and Common Council".
SECTION 3. That HREM Inc. provides fabrication and repair of
Refuse truck bodies and floors to be utilized by the Public Services Department Fleet
Division. Pursuant to this determination, the Purchasing Manager is hereby
authorized to issue an increase of $25,100 to the annual purchase order, to said
HREM Inc., for a total amount not to exceed $50,000 beginning in
Fiscal Year 2007/2008.
SECTION 4. The Purchase Order shall reference this Resolution No. 2008- 104
and shall read, "HREM Inc. for fabrication and repair of refuse truck bodies and floors,
P.O. not to exceed $50,000.00" and shall incorporate the terms and conditions of the
Agreement.
March 15,2008
2008-104
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
26
27
28
VENDOR SERVICE AGREEMENT
This Vendor Service Agreement is entered into this 7th day of April 2008, by and
between HREM Inc. ("VENDOR") and the City of San Bernardino ("CITY" or "San
Bernardino").
WITNESSETH:
WHEREAS, the Mayor and Common Council has determined that it is advantageous
and in the best interest of the CITY to contract for fabrication and repair of refuse truck bodies
and floors utilized by the Public Services Department, Fleet Division; and
WHEREAS, the City of San Bernardino did solicit and accept bids from a number of
vendors for fabrication and repair of refuse truck bodies and floors.
NOW, THEREFORE, the parties hereto agree as follows:
1. SCOPE OF SERVICES.
a. For the remuneration stipulated, San Bernardino hereby engages the services of
VENDOR to provide fabrication and repair of refuse truck bodies and floors per bid
specification RFQ F-07-42.
2. COMPENSATION AND EXPENSES.
b. For the services delineated above, the CITY, upon presentation of an invoice, shall
pay the VENDOR, up to the amount of $50,000.00 for fabrication and repair of
refuse truck bodies and floors.
c. No other expenditures made by VENDOR shall be reimbursed by CITY.
3. TERM.
This Agreement will be effective on July I, 2007 through June 30, 2009 with two (2)
one-year extensions at the City's option. Option year one, if exercised, shall be effective July
1,2009 through June 30, 2010. Option year two, if exercised, shall be effective July 1,2010
03/25/08
EXHIBIT "An
2008-104
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
26
27
28
through June 30, 2011. Actual option year pricing shall be negotiated with VENDOR prior to
exercising any given option year.
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. The
duration of this Agreement may be extended with the written consent of both parties.
4. INDEMNITY.
CITY agrees to indemnifY and hold harmless VENDOR, its officers, agents and
volunteers from any and all claims, actions, or losses, damages and/or liability resulting from
CITY's negligent acts or omissions arising from the CITY's performance of its obligations
under the Agreement.
VENDOR agrees to indemnifY and hold harmless the CITY, its officers, agents, and
volunteers from any and all claim, actions, or losses, damages and/or liability resulting from
VENDOR's negligent acts or omissions arising from the VENDOR's performance of its
obligations under the agreement.
In the event the CITY and/or the VENDOR is found to be comparatively at fault for any
claim, action, loss, or damage which results from their respective obligations under the
Agreement, the CITY and/or VENDOR shall indemnifY the other to the extent of this
comparative fault.
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 prior to undertaking any work under this Agreement. CITY shall be set forth as an
03125108
2008-104
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
26
27
28
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 conditions, 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.
III
03/25/08
2008-104
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
26
27
28
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:
Public Services Director
300 North "D" Street
San Bernardino, CA 92418
Telephone: (909) 384-5140
TO THE VENDOR:
HREM Inc.
1465 Miller Drive.
Colton, CA 92324
Telephone: (909) 872-1195
Attn: Tony Cuevas
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
03125108
2008-104
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
26
27
28
of VENDOR's obligation to perform all other obligations to be performed by VENDOR
hereunder for the term of this Agreement.
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. ENTIRE AGREEMENT; MODIFICATION.
This Agreement constitutes the entire agreement and the understanding between the
parties, and supercedes 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.
III
III
03/25/08
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
26
27
28
2008-104
VENDOR SERVICE AGREEMENT
HREM INC.
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day
and date set forth below.
Dated:~, 2008
Dated~"';-~ '9 ,2008
Approved as to Form:
VENDOR
By:.-=- ~ . . ,?':
Its:
R""CI,.!A-..-r-
RNARDINO
03/25/08
(