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HomeMy WebLinkAbout2010-080 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 (NOTE: COMPANION RESOLUTION 2010-79) RESOLUTION NO. 2010-80 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND ISSUANCE OF A PURCHASE ORDER IN THE AMOUNT OF $39,850 TO SKY PRODUCTIONS FOR STAGING EQUIPMENT FOR THE BICENTENNIAL/INDEPENDENCE DAY EXTRA V AGANZA. WHEREAS, Sky Productions submitted the lowest, most qualified bid for staging equipment needed for the 20 I 0 Bicentennial/Independence Day Extravaganza. 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 Sky Productions a copy of which is attached hereto, marked as Exhibit "A", and incorporated herein by this 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 a Purchase Order to Sky Productions in the amount of $39,850 for FY 09-10. SECTION 3. The Purchase Order shall reference this Resolution Number and shall read, "Sky Production for staging equipment for the Bicentennial/Independence Day Extravaganza, agreement not to exceed $39,850" and shall incorporate the terms and conditions of the agreement. SECTION 4. The authorization to execute the above referenced Purchase Order and Agreement is rescinded if it is not executed by both parties within sixty (60) days of the passage of this resolution. III III III 2010-80 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 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND ISSUANCE OF A PURCHASE ORDER IN THE AMOUNT OF $39,850 TO SKY PRODUCTIONS FOR STAGING EQUIPMENT FOR THE BICENTENNIAL/INDEPENDENCE DAY EXTRAVAGANZA. I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor joint and Common Council of the City of San Bernardino at a regular meeting thereof, held on the 19th day of April ,2010, by the following vote, to wit: Council Members: AYES MARQUEZ x DESJARDINS x X BRINKER SHORETT X KELLEY X JOHNSON X MCCAMMACK X NAYS ABSTAIN ABSENT ~h.~ Rachel G. Clark, City Clerk The foregoing resolution is hereby approved this c2on/ day of April 2010. ~~ ri 1. Morris, Mayor City of San Bernardino SY)1.(/;';_f ;II VENDOR SERVICE AGREEMENT WITH SKY PRODUCTIONS This Vendor Service Agreement is entered into this I st day of May 20 I 0, by and between Sky Productions ("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 allow the City's Bicentennial Committee to expend funds placed in the Bicentennial Trust Account; and WHEREAS, the City of San Bernardino's Bicentennial Committee did solicit and accept bids from available vendors for staging for the 2010 Bicentennial/Independence Day Extravaganza; and WHEREAS, Sky Productions IS a local company who submitted the lowest and most responsible bid. . NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated In paragraph 2, City hereby engages the services of VENDOR to provide those products and services as set forth in the Proposal dated February 22, 20 I 0, a copy of which is attached hereto as Attachment" A" and incorporated by this reference. 2. COMPENSATION AND EXPENSES. a. For the services delineated above, the CITY, upon presentation of an invoice, shall pay the VENDOR $39,850 for staging equipment for the 2010 Bicentennial/Independence Day Extravaganza. Purchase Order not to exceed the total amount of $39,850. b. No other expenditures made by VENDOR shall be reimbursed by CITY. 3. TERM; TERMINATION. a. The term of this Agreement shall be from May 1,2010 through April 30, 2011. I VENDOR SERVICE AGREEMENT WITH SKY PRODUCTIONS b. 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 before date of expiration of current term of the agreement. Price in any option year shall be as negotiated by the parties at the time of exercise of the option. In no option year shall the price exceed that set forth herein. 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, merchantable, of good material and workmanship, free from defects and free 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 shaH 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 notified 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 cure, at Vendor's expense. "Reasonable notice" for purposes ofthis 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 Parties. 5. 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 2 VENDOR SERVICE AGREEMENT WITH SKY PRODUCTIONS 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 Agreement, unless the bodily injury or property damage was actually 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. 6. INSURANCE. While not restricting or limiting the fort?going, 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. Insurer shall give CITY 30 days notice prior to enactment and any change or termination of policy. 7. 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, 3 VENDOR SERVICE AGREEMENT WITH SKY PRODUCTIONS 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 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. 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 l\1unicipal 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. 10. 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: City Manager's Office 300 North "D" Street - 6th Floor San Bernardino, CA 92418 Telephone: (909) 384-5140 TO THE VENDOR: Sky Productions 100 I South Arrowhead, Ave San Bernardino, CA 92408 Telephone: (909) 885-7771 Contact: Trey Whiting 4 VENDOR SERVICE AGREEMENT WITH SKY PRODUCTIONS 11. 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. 12. 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. 13. 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. 14. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 5 VENDOR SERVICE AGREEMENT WITH SKY PRODUCTIONS 15. 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. 16. 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. 17. 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. 18. REMEDIES; WAIVER. All remedies available to either party for one or more breaches by the other party are and shall be deemed cumulative and may be exercised separately or concurrently without waiver of any other remedies. The failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches, unless such waiver shall be in writing and signed by the party against whom enforcement is sought. 19. 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 manner of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. 6 VENDOR SERVICE AGREEMENT WITH SKY PRODUCTIONS IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: ,2010 Sky Productions By: Trey Whiting, Senior Sales Associate Dated ,2010 CITY OF SAN BERNARDINO By: Charles E. McNeely, City Manager Approved as to Form: By: James F. Penman, City Attorney Sky Productions/City of San Bernardino 2010 Vendor Service Agreement 7