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HomeMy WebLinkAbout2010-068 -- r RESOLUTION NO. 2010-68 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 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING AN AGREEMENT AND INCREASE TO AN ANNUAL PURCHASE ORDER IN THE AMOUNT OF $17,000 PURSUANT TO SECTION 3.04.010-B3 OF THE MUNICIPAL CODE WITH THREE SINGLE YEAR RENEWAL OPTIONS TO, TEC OF CALIFORNIA FOR THE PURCHASE OF SPECIFIC EQUIPMENT PARTS AND SUPPLIES FOR THE PUBLIC SERVICES REFUSE FLEET 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 Tec of California Inc., 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. 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 Tec of California Inc. furnishes specific equipment parts and supplies for the public services refuse fleet utilized by the public services department fleet division and is therefore considered a sole source. Pursuant to this determination, the Director of Finance or his/her designee is hereby authorized to issue an increase of $17,000 to the annual purchase order, to said Tec of California, Inc., for a total amount not to exceed $37,000 beginning in Fiscal Year 2009/2010. SECTION 4. The Purchase Order shall reference this Resolution number and shall read, "Authorized Volvo/GMC dealership parts and supplies" P.O. No. 210100 not to exceed $37,000 and shall incorporate the terms and conditions of the Agreement. , 2010-68 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING AN AGREEMENT AND INCREASE TO AN ANNUAL PURCHASE ORDER IN THE AMOUNT OF $17,000 PURSUANT TO SECTION 3.04.010-83 OF THE MUNICIPAL CODE WITH THREE SINGLE YEAR RENEWAL OPTIONS TO, TEe OF CALIFORNIA FOR THE PURCHASE OF SPECIFIC EQUIPMENT PARTS AND SUPPLIES FOR THE PUBLIC SERVICES REFUSE FLEET UTILIZED BY THE PU8L1C SERVICES DEPARTMENT FLEET DIVISION. 1 2 3 4 5 6 SECTION 6. The authorization to execute the above referenced Agreement and 7 Purchase Order is rescinded if not issued within sixty (60) days of the passage of this 8 Resolution. 9 10 11 11/ 11/ 12 13 III 14 11/ 15 11/ 16 11/ 17 III 18 11/ 19 20 11/ 21 III 22 11/ 23 11/ 24 11/ 25 26 27 11/ 28 2 20.10-68 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 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING AN AGREEMENT AND INCREASE TO AN ANNUAL PURCHASE ORDER IN THE AMOUNT OF $17,000 PURSUANT TO SECTION 3.04.010-B3 OF THE MUNICIPAL CODE WITH THREE SINGLE YEAR RENEWAL OPTIONS TO, TEe OF CALIFORNIA FOR THE PURCHASE OF SPECIFIC EQUIPMENT PARTS AND SUPPLIES FOR THE PUBLIC SERVICES REFUSE FLEET 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 5th day of April meeting thereof, held on the , 2010, by the following vote, to wit: Council Members: AYES NAYS ABSTAIN ABSENT MARQUEZ x DESJARDINS x x BRINKER SHORETT x KELLEY x JOHNSON x MCCAMMACK x Q~ f:J.~ RaClleI G. Clark, City Clerk hereby approved this ,& 7H' The foregoing resolution is April , 2010. day of ~~ll;~ Patrie J. M~rris, M~yor I y of San Bernardino /,'. Appro eo as to FJrrT)1 . . ~/ / James F. Penman, City Attorney , 0' 2010-68 VENDOR SERVICE AGREEMENT 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 This Vendor Service Agreement is entered into this 5th day of April 2010, by and between Tec of California Inc. ("VENDOR") and the City of San Bernardino ("CITY" or "San Bernardino"). WITNESSETH: WHEREAS, the Mayor and Common Council has detennined that it is advantageous and in the best interest of the CITY to contract for Authorized Volvo/GMC dealership parts and supplies; and WHEREAS, the City of San Bernardino did not solicit and accept quotes from available vendors for Authorized Volvo/GMc dealership parts and supplies; and, NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR to provide those products and services as sct forth in this purchase agreement. 2. COMPENSATION AND EXPENSES. a. For the scrvices delineated above, the CITY, upon presentation of an invoice, shall pay the VENDOR up to the amount of $17,000.00. Purchase order not to exceed the total amount of $37.000. Cost is subject to the current "Volvo Parts Compass" listing at the time of purchase. Volvo Motor Company adjusts their price list on a quarterly basis. b. No other expenditures made by VENDOR shall be reimbursed by CITY. 3. TERM; TERMINATION. The term of this agreement shall be from March 15,2010 through June 30, 2010, with three (3) one-year extensions at the City's option. Option year one, if exercised, shall be effective July 1,2010 through June 30, 2011. Option year two, if exercised, shall be effective EXHIBIT "A" 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 2010-68 July 1,2011 through June 30, 2012. Option year three, if exercised, shall be effective July I, 2012 through June 30, 2013. This Agreement may be terminated at any time by thirty (30) days prior written notice by either party. The terms of this Agreement shall remain in force unless amended by written agreement of the parties executed on or bcfore date of expiration of current term of the agreement. 4. WARRANTY Vendor expressly warrants that all products and services supplied to City by Vendor under this Agreement shall conform to the specifications, drawings or other description upon which this purchase is based, shall be fit and sufficient for the purpose intended, merchantablc. of good material and workmanship, free from defects and fee and clear of all liens or encumbrances. Inspection, testing, acceptance or use of the goods by the City shall not affect 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 or services not conforming to the foregoing warranty without expense to the City, when notilied of such non-conformity by City. If Vendor fails to correct the defects in or replace non- conforming goods or services promptly, City may, after reasonable notice to Vendor, make such corrections or effect cover, or curc, at Vendor's expense. "Reasonable notice" for purposes of this section shall not be deemed to require more than 60 calendars days notice before commencement of efforts by the City to effect cover or a cure except upon written agreement of the Partics. 5. INDEMNITY. Vcndor 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 2 EXHIBIT "A" 2010-68 any kind and nature arising from bodily injury, including death, or property damage, based or 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 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 of service under this Agrecment, unless the bodily injury or property damage was actually caused by the sole negligence of the City, its elected officials, employees, agents or rcprescntativcs. 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, employces, agcnts 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 electcd officials, employces, agcnts or reprcsentativcs, with respect to third party claims against the V cndor rclating to or in any way connectcd with thc accomplishment of the work or performance of services under this Agrccment. 6. INSURANCE. While not restricting or limiting thc foregoing, during the term of this Agreement, VENDOR shall maintain in cffect policics of comprchcnsivc public, gencral and automobile liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory workcr's compcnsation covcragc, and shall filc copics of said policies with the CITY's Risk Managcr prior to undertaking any work undcr this Agreement. CITY shall be set forth as an additional named insured in each policy of insurance providcd hereunder. The Certificate of Insurancc furnishcd to the CITY shall rcquirc the insurer to notify CITY of any change or tcrmination in the policy. Insurcr shall give CITY 30 days notice prior to enactment and any change or termination of policy. 7. NON-DISCRIMINA nON. 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, 3 EXHIBIT "A" 2010-68 discrimination in employment of persons because of their race, religion, color, national origin. 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 ancestry, age, mental or physical disability, medical conditions, marital status, sexual gender or- sexual orientation, or any other status protected by law. 8. 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 cxpcnse, and be responsible for any and all paymcnt 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. 9. 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 codc, and any other licenses. permits, qualifications, insurance and approval of whatcver nature that are legally required of VENDOR to practice its business or profession. 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 Telephonc: (909) 384-5140 TO THE VENDOR: Tec of California Inc. 14085 Valley Blvd. Fontana, cA 92335-5288 Telephone: (909) 349-0200 Attn: General Manager 4 EXHIBIT "A" ~ 2010-68 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 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 rccover from the opposing party all costs and expenses. including reasonable attorneys' fees, incurred by the prcvailing party in the exercisc of any of its rights or rcmedies hereunder or the enforccment of any of the tcrms. 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' fces" for the purposes of this paragraph. II. ASSIGNMENT. VENDOR shall not voluntarily or by operation of law assIgn, transfer, sublet or encumber all or any part of thc VENDOR's interest in this Agreement without CITY's prior written conscnt. Any attcmpted assignment, transfcr, subletting or encumbrancc shall be void and shall constitute a breach of this Agreement and causc for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall relcase VENDOR of VENDOR's obligation to perform all other obligations to be perfonned by VENDOR hcreunder for the tenn of this Agrccment. 12. VENUE. The parties hcrcto agrce that all actions or proceedings anslllg III connection with this Agreemcnt 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 thc Ccntral District of California. Riverside Division. The aforcmentioned choice of venue is intended by the parties to be mandatory and not pennissive in nature. 13. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 5 EXHIBIT "A" 2010-68 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inurc to the benefit of the parties to this Agreement and thcir rcspective 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 intcrpretation 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 rcmaining 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 supercedes any prior agreements and understandings relating to the subject manncr of this Agreement. This Agreement may be modified or amended only by a written instrumcnt executed by all parties to this Agrecment. . 1 2 3 4 5 6 7 8 9 10 11 12 2010-68 VENDOR SERVICE AGREEMENT TEC OF CALIFORNIA INC. IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. 4-30 ,2010 Dated: Dated #~1O 13 Approved as to Form: 14 15 16 17 18 19 20 By: '1 . Ja i sF. Penman. City Attorney 21 22 23 24 25 26 27 28 Tec of California Inc. By: 11)~{ '"' / / I B 7 EXHIBIT "A"