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HomeMy WebLinkAbout2008-108 RESOLUTION NO. zoos-los 1 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND ' 3 INCREASE TO AN ANNUAL PURCHASE ORDER WITH THREE SINGLE YEAR 4 RENEWAL OPTIONS TO DIVERSIFIED TRUCK CENTER FOR. SPECIFIC AUTOCAR CHASSIS TRUCK PARTS TO BE UTILIZED BY THE PUBLIC 5 SERVICES DEPARTMENT, FLEET DIVISION. g BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 7 8 SECTION 1. The City Manager of the City of San Bemardino is hereby 9 authorized to execute on behalf of said City an Agreement between the City of San ' 10 Bernardino and Diversified Truck Center, which is attached hereto, marked Exhibit "A" 11 and incorporated herein by reference as fully as though set forth at length. 12 SECTION 2. This purchase is exempt from the formal contract procedures of 13 Section 3.04.010 of the Municipal Code, pursuant to Section 3.04.010. B.3 of said 14 Code "Purchases approved by the Mayor and Common Council". 15 16 SECTION 3. That Diversified Truck Center provides specific Autocar chassis 17 truck parts to be utilized by the Public Services Department Fleet Division. Pursuant to 18 this determination, the Purchasing Manager is hereby authorized to issue an increase 19 of $10,100 to the annual purchase order, for a total amount not to exceed $35,000 20 beginning in Fiscal Year 2007/2008. 21 SECTION 4. The Purchase Order shall reference this Resolution No. 2008-~ 22 23 and shall read, "Diversified Truck Center for specific Autocar chassis truck parts, P.O. ~ not to exceed $35,000.00" and shall incorporate the terms and conditions of the ~ Agreement. 26 /// 27 /// 28 March 26, 2008 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND 2 INCREASE TO AN. ANNUAL PURCHASE ORDER WITH THREE SINGLE YEAR RENEWAL OPTIONS TO DIVERSIFIED TRUCK CENTER FOR SPECIFIC ' 3 AUTOCAR CHASSIS TRUCK PARTS TO BE UTILIZED BY THE PUBLIC 4 SERVICES DEPARTMENT, FLEET DIVISION. 5 SECTION 5. The authorization to execute the above referenced Purchase g Order and agreement is rescinded if not issued within sixty (60) days of the passage of 7 this resolution. 8 /// 9 111 10 111 11 12 111 13 /// 14 111 15 /// 16 /// 17 111 18 111 19 20 /// 21 111 22 111 ~ Ill 24 111 25 111 26 27 ~ 28 March 26, 2008 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND i 2 INCREASE TO AN ANNUAL PURCHASE ORDER WITH THREE SINGLE YEAR RENEWAL OPTIONS TO DIVERSIFIED TRUCK CENTER FOR SPECIFIC 3 AUTOCAR CHASSIS TRUCK PARTS TO BE UTILIZED BY THE PUBLIC RVI 4 SE CES DEPARTMENT, FLEET DIVISION. 5 1 HEREBY CERTIFY that the foregoing Resolution was duly adopted by the g Mayor and Common Council of the City of San Bernardino at a 9nint rag„lar 7 meeting thereof, held on the Bch day of April 2008, by the 8 following vote, to wit: 9 Council Members: AYES NAYS ABSTAIN ABSENT 10 ESTRADA x 11 BAXTER x 12 BRINKER x 13 14 DERRY 15 KELLEY x 16 JOHNSON x 17 MCCAMMACK x 18 19 Rachel G. Clark, City Clerk 20 The foregoing resolution is hereby approved this ~ day of 21 April ,2008. 22 ~ a ick J. Moms, or City of San Bemardino 24 Ap oved as to form: 25 - ~--,` 26 es F. Penman 27 ity Attorney 28 March 26, 2008 2008-108 1 VENDOR SERVICE AGREEMENT 2 This Vendor Service Agreement is entered into this 7a' day of April 2008, by and 3 between Diversified Truck Center ("VENDOR") and the City of San Bemazdino ("CITY" or 4 "San Bernardino"). 5 WITNESSETH: 6 WHEREAS, the Mayor and Common Council has determined that it is advantageous 7 8 and in the best interest of the CITY to contract for specific Autocaz chassis truck parts to be 9 utilized by the Public Services Department, Fleet Division; 10 NOW, THEREFORE, the parties hereto agree as follows: 11 1. SCOPE OF SERVICES. 12 For the remuneration stipulated, San Bemazdino hereby engages the services of 13 VENDOR to provide specific Autocaz chassis truck parts. 14 2. COMPENSATION AND EXPENSES. 15 16 a. For the services delineated above, the CITY, upon presentation of an invoice, shall 17 pay the VENDOR, up to the amount of $35,000.00 for specific Autocaz chassis 18 truck parts. 19 h, No other expenditures made by VENDOR shall be reimbursed by CITY. 20 3. TERM. 21 The term of this Agreement shall be for a period of fifteen months (15), with two (2) 22 23 one-yeaz extensions at the City's option. Option yeaz one, if exercised, shall be effective July ~ 1, 2009 through June 30, 2010. Option year two, if exercised, shall be effective July 1, 2010 ~r through June 30, 2011. Actual option yeaz pricing shall be negotiated with VENDOR prior to 26 exercising any given option yeaz. 27 - 28 EXFDBTT "A" 03/26/08 2008-108 1 This Agreement may be terminated at any time by thirty (30) days' written notice by 2 either party. The terms of this Agreement shall remain in force unless mutually amended. The 3 duration of this Agreement may be extended with the written consent of both parties. 4 4. INDEMNITY. 5 CITY agrees to indemnify and hold harmless VENDOR, its officers, agents and 6 volunteers from any and all claims, actions, or losses, damages and/or liability resulting from 7 8 CITY's negligent acts or omissions arising from the CITY's performance of its obligations 9 under the Agreement. 10 VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and 11 volunteers from any and all claim, actions, or losses, damages and/or liability resulting from 12 VENDOR'S negligent acts or omissions arising from the VENDOR'S performance of its 13 obligations under the agreement. 14 In the event th~ CITY and/or the VENDOR is found to be comparatively at fault for any 15 16 claim, action, loss, or damage which results from their respective obligations under the 17 Agreement, the CITY and/or VENDOR shall indemnify the other to the extent of this 18 compazative fault. 19 5. INSURANCE. 20 While not restricting or limiting the foregoing, during the term of this Agreement, 21 VENDOR shall maintain in effect policies of comprehensive public, general and automobile 22 ~ 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 ~r Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an 26 additional named insured in each policy of insurance provided hereunder. The Certificate of 27 28 03/26/08 ' 2008-108 1 Insurance furnished to the CITY shall require the insurer to notify CITY of any change or 2 termination in the policy. 3 6. NON-DISCRIMINATION. 4 In the performance of this Agreement and in the hiring and recruitment of employees, 5 VENDOR shall not engage in, nor permit its officers, employees or agents to engage in, 6 discrimination in employment of persons because of their race, religion, color, national origin, 7 8 ancestry, age, mental or physical disability, medical conditions, marital status, sexual gender or 9 sexual orientation, or any other status protected by law, except as permitted pursuant to Section 10 12940 of the California Government Code. 11 7. INDEPENDENT CONTRACTOR 12 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 13 purposes VENDOR shall be an independent contractor and not an agent or employee of the 14 CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of 15 16 Income Tax, Social Security, State Disability Insurance Compensation, Unemployment 17 Compensation, and other payroll deductions for VENDOR and its officers, agents, and 18 employees, and all business licenses, if any are required, in connection with the services to be 19 performed hereunder. 20 8 BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. 21 VENDOR warrants that it possesses or shall obtain, and maintain a business registration 22 ~ certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, .permits, 24 qualifications, insurance and approval of whatever nature that are legally required of VENDOR 2r to practice its business or profession. 26 /// 27 28 osrzwos 2008-108 1 9. NOTICES. An notices to be iven ursuant to this Agreement shall be deposited with the United '; 2 Y 8 p 3 States Postal Service, postage prepaid and addressed as follows: 4 TO THE CITY: Public Services Director 5 300 North "D" Street San Bernazdino, CA 92418 g Telephone: (909) 384-5140 7 TO THE VENDOR: Diversified Truck Center 8 3777 Deforest Circle Mira Loma, CA 91752 9 Telephone: (951) 685-3456 Attn: Mazk Drinkwater 10 10. ATTORNEYS' FEES. 11 12 In the event that litigation is brought by any pazty in connection with this Agreement, 13 the prevailing party shall be entitled to recover from the opposing party all costs and expenses, 14 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of 15 its rights or remedies hereunder or the enforcement of any of the terms, conditions or 16 provisions hereof. The costs, salary and expenses of the City Attorney and members of his 17 office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' 18 fees" for the purposes of this pazagraph. 19 20 11. ASSIGNMENT. 21 VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or 22 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 24 and shall constitute a breach of this Agreement and cause for the termination of this 25 Agreement. Regazdless of CITY's consent, no subletting or assignment shall release VENDOR 26 27 28 03/26/08 ' 2008-108 1 of VENDOR'S obligation to perform all other obligations to be performed by VENDOR 2 hereunder for the term of this Agreement. 3 12. VENUE. 4 The parties hereto agree that all actions or proceedings azising in connection with this 5 Agreement shall be tried and litigated either in the State courts located in the County of San 6 Bernazdino, State of California or the U.S. District Court for the Central District of California, 7 8 Riverside Division. The aforementioned choice of venue is intended by the parties to be 9 mandatory and not permissive in nature. 10 13. GOVERNING LAW. 11 This Agreement shall be governed by the laws of the State of California. 12 14. SUCCESSORS AND ASSIGNS. 13 This Agreement shall be binding on and inure to the benefit of the parties to this 14 Agreement and their respective heirs, representatives, successors, and assigns. 15 16 15. HEADINGS. 17 The subject headings of the sections of this Agreement are included for the purposes of 18 convenience only and shall not affect the construction or the interpretation of any of its 19 provisions. 20 16. ENTIRE AGREEMENT; MODIFICATION. 21 This Agreement constitutes the entire agreement and the understanding between the 22 ~ parties, and supercedes any prior agreements and understandings relating to the subject manner 24 of this Agreement. This Agreement may be modified or amended only by a written instrument ~r executed by all parties to this Agreement. 26 /// 27 /// 28 0326/08 ' ~ 2008-108 1 VENDOR SERVICE AGREEMENT DIVERSIFIED TRUCK CENTER 2 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day 3 4 and date set forth below. 5 Dated: .?.3 , 2008 VENDOR 6 By: 4s~~~ 7 Its: ~%~,f', 8 Dated ~~9 , 2008 CITY OF B ARDINO 9 By: 10 Fre ' s ,City Manager 11 12 Approved as to Form: 13 14 By: es F. Penman, City Attorney 15 16 17 18 19 20 21 22 23 24 25 26 27 28 o3nwos