HomeMy WebLinkAbout2008-308
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RESOLUTION NO. 2008-308
RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE
AMENDMENT NO. 2 TO THE VENDOR SERVICE AGREEMENT WITH THREE (3)
ONE-YEAR EXTENSIONS AT THE CITY'S OPTION WITH APPLIED LNG
TECHNOLOGIES PURSUANT TO SECTION 3.04.010 B-3 OF THE MUNICIPAL
CODE FOR THE PURCHASE OF LNG FUEL.
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AS FOLLOWS:
WHEREAS, the Fleet Division is requesting a Contract Purchase Order in the
amount of $1 ,000,000 in order to fuel the LNG station for FY 08/09;
SECTION 1. The City Manager of the City of San Bernardino is hereby
authorized to execute on behalf of said City an Amendment No. 2 to the Vendor
Service Agreement between the City of San Bernardino and Applied LNG
Technologies, a copy of which is attached hereto, marked Exhibit "A" and incorporated
herein by reference as fully as though set forth at length.
SECTION 2. The Mayor and Common Council hereby authorize the Director of
Finance or hislher designee to issue a Contract Purchase Order in the amount of
$1,000,000 for LNG fuel supply beginning in FY 08/09.
SECTION 3. 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 4. The Purchase Order shall reference this Resolution No. 2008-
308 and shall read, "Applied LNG Technologies for the purchase of LNG fuel" and
shall incorporate the terms and conditions of the Agreement.
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20q8-308
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RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE
AMENDMENT NO. 2 TO THE VENDOR SERVICE AGREEMENT WITH THREE (3)
ONE-YEAR EXTENSIONS AT THE CITY'S OPTION WITH APPLIED LNG
TECHNOLOGIES PURSUANT TO SECTION 3.04.010 B-3 OF THE MUNICIPAL
CODE FOR THE PURCHASE OF LNG FUEL.
SECTION 5. The authorization to execute the above referenced Purchase
Order and agreement is rescinded if not issued within sixty (60) days of the passage of
this resolution.
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'2008-308
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RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE
AMENDMENT NO. 2 TO THE VENDOR SERVICE AGREEMENT WITH THREE (3)
ONE-YEAR EXTENSIONS AT THE CITY'S OPTION WITH APPLIED LNG
TECHNOLOGIES PURSUANT TO SECTION 3.04.010 B-3 OF THE MUNICIPAL
CODE FOR THE PURCHASE OF LNG FUEL.
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the
Mayor and Common Council of the City of San Bernardino at a joint regular
meeting thereof, held on the 4th day of August
, 2008, by the
following vote, to wit:
Council Members: AYES NAYS ABSTAIN ABSENT
ESTRADA x
BAXTER x
BRINKER x
DERRY x
KELLEY x
JOHNSON x
x
MCCAMMACK
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Rachel G. Clark, City Clerk
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hereby approved this t 171
day of
The foregoing resolution is
August , 2008.
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2008-308
AMENDMENT NO.2 TO THE VENDOR SERVICE AGREEMENT
APPLIED LNG TECHNOLOGIES
This Agreement is entered into this 4th day of August 2008, by and between
Applied LNG Technologies ("VENDOR") and the City of San Bernardino
("CITY" or "San Bernardino").
RECITALS
A. On February 4, 2008, Applied LNG Technologies and the City of San Bernardino
entered into a Vendor Services Agreement ("Agreement") for the purchase of
LNG fuel for a not-to-exceed amount of $99,900, a copy of which is attached
hereto as "Attachment 1" and incorporated by this reference.
B. On April 7th, 2008, Applied LNG Technologies and the City of San Bernardino
amended the Agreement to increase the amount of the Agreement by $50,000.
C. On April 21 st, 2008 Applied LNG Technologies and the City of San Bernardino
amended the Agreement to increase the amount of the Agreement by $100,100 for
a total not-to-exceed purchase price of $250,000 for LNG fuel, and amend the
Agreement terms to add three (3) single year renewal options.
D. The CITY and VENDOR now desire to amend the Agreement terms to include a
Contract Purchase Order amount of $1,000,000 with three single year renewal
options for a total not-to-exceed purchase price of $1,000,000 for the purchase of
LNG.
AGREEMENT
In consideration of the mutual promises contained in the Vendor Services
Agreement, the parties agree as follows:
1. Paragraph I and 2 of the Agreement dated February 4,2008, attached here to
as Attachment 1, is amended to incorporate the terms and conditions of
Amendment 2 and incorporated herein by this reference.
2. The total Agreement price shall be for $1,000,000 beginning in FY08/09.
3. The term of this agreement shall be from July 1, 2008 through June 30, 2009,
with three (3) one-year extensions at the City's option. Option year one, if
exercised, shall be effective July I, 2009 through June 30, 2010. Option year
EXHmIT "A"
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2008-308
AMENDMENT NO.2 TO THE VENDOR SERVICE AGREEMENT
APPLIED LNG TECHNOLOGIES
two, if exercised, shall be effective July 1, 2010 through June 30, 2011.
Option year three, if exercised, shall be effective July 1, 2011 through June 30,
2012.
4. The other provisions of the written contract are reaffirmed as originally stated.
IN WITNESS THEREOF, the parties hereto have executed the Agreement on the day
and date first above written.
, 2008 APPLIED LNG TECHNOLOGIES
Dated:dy/~ 7 ,2008
CITY OF SAN BERNARDINO
1ML~ (~iS)
By: Fred Wilson, City anager
ATTEST:
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Rachel Clark, City Clerk
Approved as to form:
James F. Penman
City Attorney
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17 VENDOR to provide LNG fuel.
18 2. COMPENSATION AND EXPENSES.
19 a. For the services delineated above, the CITY, upon presentation of an invoice, shall pay the
20 VENDOR up to the amount of $99,900 for the purchase of LNG fuel.
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b. No other expenditures made by VENDOR shall be reimbursed by CITY.
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3. TERM.
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2008-308
VENDOR SERVICE AGREEMENT
This Vendor Service Agreement is entered into this 4th day of February
2008, by and between Applied LNG Technologies ("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 LNG fuel in order to continue to fuel its new
LNG station; and
WHEREAS, the City of San Bernardino did not solicit and accept quotes from vendors
for the purchase of LNG fuel since minor technical issues still need to be resolved before bid
specifications can be established.
NOW, THEREFORE, the parties hereto agree as follows:
1.
SCOPE OF SERVICES.
For the remuneration stipulated, San Bernardino hereby engages the services of
The term of this Agreement shall be for a period of one year.
This Agreement rnay be terminated at any tirne by thirty (30) days' written notice by
either party. The terms of this Agreement shall rernain in force unless rnutually amended. The
duration of this Agreement rnay be extended with the written consent of both parties.
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2008 -308
c1airn, 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.
While not restricting or limiting the forgoing, during the term of this Agreement,
VENDOR shall rnaintain in effect policies of- cornprehensive public, general and automobile
liability insurance, in the amount of $1,000,000.00 cornbined 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 ~ITY of any change or
termination in the policy.
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2008-308
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, rnental 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 ofth!: California Government Code.
VENDOR shall perform work tasks provided by this Agreernent, 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
Cornpe!1sation, 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
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
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2008-308
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9. NOTICES.
Any notices to be given pursuant to this Agreernent shall be deposited with the United
States Postal Service, postage prepaid and addressed as follows:
TO THE CITY:
City of San Bernardino
Ken Fischer, Director
300 North "D" Street
San Bernardino, CA 92418
Telephone: (909) 384-5140
TO THE VENDOR:
Applied LNG Technologies
3001 Knox St.
Dallas, TX 75205
Telephone: (214) 697-0391
Attn: Kevin W. Markey
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 enforcernent of any of the terms, conditions or
provisions hereof. The costs, salary and expenses of the City Attorney and rnembers 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
01131108
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2008-308
of VENDOR's obligation to perform all other obligations to be performed by VENDOR
hereunder for the term of this Agreernent.
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10 13. GOVERNING LAW.
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16 15. HEADINGS.
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19 proVISIOns.
20 16. ENTIRE AGREEMENT; MODIFICATION.
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The parties hereto agree that all actions or proceedings arising in connection with this
Agreernent 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. .
This Agreernent shall be governed by the laws of-the State of California.
14. SUCCESSORS AND ASSIGNS.
This Agreernent shall be binding on and inure to the benefit of the parties to this
Agreement and their respective heirs, representatives, successors, and assigns.
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
This Agreement constitutes the entire agreernent and the understanding between the
parties, and supercedes any prior agreements and understandings relating to the subject manner
of this Agreernent. This Agreement rnay be modified or amended only by a written instrument
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2008-308
VENDOR SERVICE AGREEMENT
APPLIED LNG TECHNOLOGIES
IN WI1NESS THEREOF, the parties hereto have executed this Agreement on the day
Dated: 3 -/d
,2008
Dated... J.l1. ~ ,2008
Approved as to Form:
Its:
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01131108