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Home My WebLink About2008-125 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 RESOLlmON NO. 2008-125 RESOLUTION or THE MA VOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AtJTBORIZING THE CITY MANAGER TO EXECUTE VENDOR SDtVlCE AGRUMENT TO ICI PAINTS IN SAN BERNARDINO, CAUPORNIA. AND THE DIUcrOR or FINANCE TO INCREASE PURCHASE ORDo. NO. 211119 ISSUED TO ICI PAINTS FROM 513,558 TO S33,55I fOR PAINT SUPPLIES TO BE unLlZ&D BV THE PARKS, RECREATION AND COMMUNITY SERVICES DEPARTMENT. BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL or THE CITY 0' SAN BERNARDINO AS FOLLOWS: SECIlON I. That the City Manaaer is hereby authorized to execute Vendor Service ApeemeDt with ICI Paints (att8ched bemo and marked Exhibit "A"); and SECTION 2. That the DiNctor of Finance is authorized to iDcreasc Purchase Order No.. 201119 to leI Paints from $23,S5O to $33,550; IDd SECTION 3. That the audtorization arantcd herein is void and of no effect if the Vendor Service Agreement aad the increase to the above-mentioned Purchase Order are not executed within ninety days of the date that this Resolution is adopted. III /1/ /II 1/1 1/1 III III III III III III 2008-125 RESOLtmON or THE MAYOR AND COMMON COUNCIL or TIlE crry or SAN HRNARDINO AtmlORIZING THE crry MANAGD TO EXECUTE VENDOR SERVICE AGRaMENT TO ICI PAINTS, AND TIlE DIUCTOR OP FINANCE TO INCREASE PURCHASE ORDER NO. 201119 ISSUED TO ICI . AINTS IN SAN HRNARDINO, CALlPORNIA, PROM S23.558 TO 533..,. POR PAINT suppua TO BE UTtt J7.D BY TIlE PARKS, RECREAnON AND COMMUNITY SERVICES DEPARTMENT. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 2001. 23 I HEREBY CERTIFY that the forqoina Resolution was duly adopted by the joint Mayor aDd Common Council oftbe City of San 8cmardiao at. regularmeeting thereof, held on the 21stday of April . 2001, by the followiDc vote, to wit: Council Members: AYES NAYS ABSTAIN ABSENT ESTRADA ---1L BAXTER X BRINKER X DERRY X KELLEY X JOHNSON -X- McCAMMACK X - JJ~'~-f-i\j-l. I) u~c.)_A__ \.- - R8cbeJ. a.t, City Clerk The forqoiaa raohJtioa is heJd)y approved this c;{3?EI day of __April ~~ .. J~~ .. City of San BemIrdino 24 25 26 27 28 Approvocl. to FOI1Il: d7_#~ ..... F. City Attorney 2008-125 EXHIBIT "A" VENDOR SERVICE AGREEMENT This Vendor Service Agreement is entered into this lL day of April 2008, by and between ICI Paints ("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 purchase paint and supplies; and WHEREAS, it is in the best interests of the CITY to utilize the vendors approved and authorized by the City of San Bernardino to provide such purchase of paint and supplies. NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. The CITY hereby engages the services of VENDOR to provide those paint and supplies. 2. COMPENSATION AND EXPENSES. F or the services delineated above, the CITY, upon presentation of an invoice, shall pay the VENDOR for purchase of paint and supplies in an amount not to exceed $33,550. 3. TERM; TERMINATION. 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 1 2008-125 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 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 2 2008-125 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 III III III III III 3 2008-125 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: ICI Paints 116 W. Baseline San Bernardino, CA 92410 Telephone: (909) 888-3211 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 2008-125 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. 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 5 2008-125 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. , 2008 Dated ( By: Its: Dateda~ <521, 2008 By: Approved as to Form: James F. Penman, City Attorney By: 1!2JCgIJt<J 14~ 6