HomeMy WebLinkAbout2009-267
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RESOLUTION NO. 2009-267
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND
THE ISSUANCE OF AN ANNUAL PURCHASE ORDER IN THE AMOUNT OF
$95,000 WITH TWO (2) ONE-YEAR EXTENSIONS AT THE CITY'S OPTION TO
ALEXIS OIL COMPANY FOR AUTOMOTIVE, HEAVY TRUCK AND HEAVY
EQUIPMENT LUBRICANTS TO BE UTILIZED BY THE PUBLIC SERVICES
DEPARTMENT, FLEET DIVISION.
WHEREAS, Alexis Oil Company submitted the lowest bid for the purchase of
lubricants per RFQ F-09-16; and,
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. That 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 Alexis Oil Company, 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. That pursuant to this determination the Director of Finance or her
designee is hereby authorized to issue an Annual Purchase Order to Alexis Oil
Company in the amount of $95,000 for FY 09-10.
SECTION 3. The Annual Purchase Order shall reference this Resolution
Number and shall read, "Alexis Oil Company for lubricants, for a total not to exceed
$95,000" and shall incorporate the terms and conditions of this Resolution.
SECTION 4. The authorization to execute the above referenced Annual
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Purchase Order and Agreement is rescinded if it is not executed by both parties within
sixty (60) days of the passage of this resolution.
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2009-267
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND
THE ISSUANCE OF AN ANNUAL PURCHASE ORDER IN THE AMOUNT OF
$95,000 WITH TWO (2) ONE-YEAR EXTENSIONS AT THE CITY'S OPTION TO
ALEXIS OIL COMPANY FOR AUTOMOTIVE, HEAVY TRUCK AND HEAVY
EQUIPMENT LUBRICANTS TO BE UTILIZED BY THE PUBLIC SERVICES
DEPARTMENT, FLEET DIVISION.
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 20th day of
July
, 2009, by the following
vote, to wit:
Council Members:
AYES
NAYS
ABSTAIN ABSENT
ESTRADA
x
x
BAXTER
BRINKER
x
SHORETT
x
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16 KELLEY
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x
JOHNSON
x
MCCAMMACK
x
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r;{CL(\hJ. h. ~'V\..~
Rachel G. Clark, City ClerK
is hereby approved this __;:L~_ day of
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26 Approved as to Form:
The foregoing resolution
,2009.
Julv
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},
. es F. Penman, City Attorney
2009-267
EXHIBIT "A"
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VENDOR SERVICE AGREEMENT
This Vendor Service Agreement is entered into this 20th day of July 2009, by an
between Alexis Oil Company ("VENDOR") and the City of San Bernardino ("CITY" or "Sa
Bernardino").
WITNESSETH:
WHEREAS, the Mayor and Common Council has determined that it is advantageou
and in the best interest of the CITY to contract for automotive, heavy truck and heavy equipmen
lubricants; and
WHEREAS, the City of San Bernardino did solicit and accept quotes from availabl
vendors for automotive, heavy truck and heavy equipment lubricants per RFQ F-09-16.
NOW, THEREFORE, the parties hereto agree as follows:
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SCOPE OF SERVICES.
For the remuneration stipulated, San Bernardino hereby engages the serVIces 0
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VENDOR to provide those products and services as set forth in RFQ F-09-16 for lubricants a
per the bid summary sheet attached hereto as Atlachment "I" and by this reference made a pa
hereof.
2. COMPENSATION AND EXPENSES.
a. For the services delineated above, the CITY, upon presentation of an invoice, shall
pay the VENDOR the not to exceed amount of $95,000 for automotive, heavy truc
and heavy equipmenllubricants as per Atlachment 1.
b. No other expendilures made by VENDOR shall be reimbursed by CITY.
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2009-267
1 3.
TERM.
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The term of this agreement shall be from July 20, 2009 through June 30, 2010 with tw
(2) one-year extensions at the City's option. Option year one, if exercised, shall be effective Jul
1,2010 through June 30, 2011. Option year two, if exercised, shall be effective July 1,20]]
through June 30, 2012. Exercise of any option shall be on the same terms and condition
including price. A lower price may be negotiated prior to exercise of any option.
This Agreement may be terminated at any time by thirty (30) days' written notice b
either party. The terms of this Agreement shall remain in force unless amended by writte
agreement of the parties executed on or before the date of expiralion of current term of th
agreement.
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WARRANTY
Vendor expressly warrants that all products and services supplied to City by Vendo
under this Agreement shall conform to the specifications, drawings or olher description upo
which this purchase is based, shall be fit and sufficient for the purpose intended, merchantable
of good material and workmanship, free from defects and free and clear of all liens 0
encumbrances. Inspection, testing, acceptance or use of the goods by the City shall not affec
Vendor's obligations under this warranty, and such warranty shall survive inspection, testing
acceptance and use. Vendor agrees to replace or correct promptly defects of any goods 0
services not conforming to the foregoing warranty without expense to the City, when notified 0
such non-conformity by City. If Vendor fails to correct the defects in or replace non-conformin
goods or services promptly, City may, alter reasonable notice to Vendor, make such correction
or effect cover, or cure, at Vendor's expense. "Reasonable notice" for purposes of this sectio
shall not be deemed to require more than 60 calendars days nolice before commencement 0
efforts by the City to effect cover or a cure except upon wrilten agreement of the Parties.
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2009-267
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INDEMNITY.
Vendor agrees to and shall indemnify and hold the City, its elected officials, employees
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agents or representatives, free and harmless from all claims, actions, damages and liabilities 0
any kind and nature arising from bodily injury, including dealh, or property damage, based 0
asserted upon any or alleged act or omission of Vendor, its employees, agents, or subcontractors
relating to or in any way connected with the accomplishment of the work or performance 0
service under this Agreement, unless the bodily injury or property damage was actually cause
by the sole negligence of the City, its elected officials, employees, agents or representatives. A
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 fro
any and all legal actions based upon such actual or alleged acts or omissions. Vendor hereb
waives any and all rights to any types of express or implied indemnity against lhe City, it
elected officials, employees, agents or representatives, with respecl to lhird party claims agains
the Vendor relating to or in any way connected with the accomplishment of the work 0
perfornlance of services under this Agreement.
6. 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 automobil
liability insurance, in the amount of$I,OOO,OOO.OO combined single limit, and statutory worker'
compensation coverage, and shall file copies of said policies wilh the CITY's Risk Manage
prior to undertaking any work under this Agreement. CITY shall be set forth as an additiona
named insured in each policy of insurance provided hereunder. The Certificate of Insuranc
furnished to the CITY shall require the insurer to notify CITY of any change or termination i
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the policy. Insurer shall gIve CITY 30 days notice pnor to enactment and any change 0
termination of policy.
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NON-DISCRIMINATION.
In the performance of this Agrecmenl and in lhe 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, menial or physical disability, medical conditions, marital status, sexual gender 0
sexual orientation, or any other status protected by law.
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INDEPENDENT CONTRACTOR.
VENDOR shall perform work lasks provided by this Agreement, but for all intents an
purposes VENDOR shall be an independent contractor and nol an agent or employee of th
CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment 0
Income Tax, Social Security, State Disability Insurance Compensation, Unemploymen
Compensation, and other payroll deductions for VENDOR and its officers, agents, an
employees, and all business licenses, if any are required, in connection with the services to b
performed hereunder.
9. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
VENDOR warrants that it possesses or shall obtain, and maintain a business registratio
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 VENDO
to practice its business or profession.
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2009-267
1 ]0. NOTICES.
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Any notices to be given pursuant to this Agreement shall be deposited with the Unite
States Postal Service, postage prepaid and addressed as follows:
Public Services Director
300 North "D" Street
San Bernardino. CA 92418
Telephone: (909) 384-5140
Alexis Oil Company
219 Blider Circle
Corona, CA 92881
Telephone: (951) 453-8269
Contact: Stacey Poirier
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]]. ATTORNEYS' FEES
In the event that litigation is brought by any party in connection with this Agreement, th
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prevailing party shall be entitled to recover from the opposing party all costs and expenses
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including reasonable attorneys' fees, incurred by lhe prevailing party in the exercise of any of it
rights or remedies hereunder or the enforcement of any of the terms, conditions or provision
hereof. The costs, salary and expenses of the City Attorney and members of his office i
enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for th
purposes of this paragraph.
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ASSIGNMENT.
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VENDOR shall not voluntarily or by operation of law assign, transfer, sublet 0
encumber all or any part of lhe VENDOR's interest in this Agreement without CITY's prio
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written consent. Any attempted assignment, transfer, subletting or encumbrance shall be voi
and shall constitute a breach of this Agreemcnt and cause for the termination of this Agreement.
Regardless of CITY's consent, no subletting or assignment shall release VENDOR 0
VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunde
for the term of this Agreement.
13. VENUE.
The parties hereto agree that all actions or proceedings arising in connection with thi
Agreement shall be tried and litigated either in the State courts located in the County of Sa
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 th
mandatory and not pcrmissive in nature.
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GOVERNING LAW.
This Agreemenl shall be governed by the laws of the State of California.
SUCCESSORS AND ASSIGNS.
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This Agreement shall be binding on and inure to the benefit of the parties to thi
Agreement and their respective heirs, representatives, successors, and assigns.
16. HEADINGS.
The subject headings of the sections of this Agreement are included for the purposes 0
convenIence only and shall not affect the construclion or the interpretation of any of it
proVISIOns.
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ENTIRE AGREEMENT; MODIFICATION.
24 This Agreement constitutes lhe entire agreement and the understanding between th
25 parties, and supersedes any prior agree men Is and understandings relating to the subject matter
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2009-267
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VENDOR SERVICE AGREEMENT
ALEXIS OIL COMPANY
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of this Agreement. This Agreement may be modified or amended only by a written instrumen
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executed by all parties to this Agreement.
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IN WITNESS THEREOF, the parties hereto have executed this Agreement on the da
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and date set forlh below.
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Dated: ,2009
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10 Dated(~L~ dl , 2009
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Approved as to Form:
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VEN
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By:
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