HomeMy WebLinkAbout2010-280
RESOLUTION NO. 2010-280
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT
AND ISSUANCE OF AN ANNUAL PURCHASE ORDER IN THE AMOUNT OF
$75,000, WITH THREE (3) ONE-YEAR EXTENSIONS AT THE CITY'S OPTION TO
ARATA EQUIPMENT CO. PURSUANT TO SECTION 3.04.010-B3 OF THE
MUNICIPAL CODE FOR THE PURCHASE OF SPECIFIC LABRIE REFUSE
EQUIPMENT PARTS AND SUPPLIES.
WHEREAS, Arata Equipment Co. is the authorized dealership that furnishes specific
Labrie equipment parts and supplies for refuse fleets and is therefore considered a sole source
supplier.
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 Arata
Equipment Co., a copy of which is attached hereto, marked Exhibit "A" and incorporated
herein by reference as fully as though set forth at length.
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17 3.04.010 of the Municipal Code, pursuant to Section 3.04.010. B.3 of said Code "Purchases
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SECTION 2. This purchase is exempt from the formal contract procedures of Section
approved by the Mayor and Common Council".
SECTION 3. The Purchase Order shall reference this Resolution number and shall
read, "Arata Equipment Co. for specific Labrie refuse equipment parts and supplies" P.O. not
21 to exceed $75,000 and shall incorporate the terms and conditions of the Agreement.
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SECTION 4. The authorization to execute the above referenced Agreement and
Purchase Order is rescinded if not issued within sixty (60) days of the passage of this
Resolution.
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT
AND ISSUANCE OF AN ANNUAL PURCHASE ORDER IN THE AMOUNT OF
$75,000, WITH THREE (3) ONE-YEAR EXTENSIONS AT THE CITY'S OPTION TO
ARATA EQUIPMENT CO. PURSUANT TO SECTION 3.04.010-B3 OF THE
MUNICIPAL CODE FOR THE PURCHASE OF SPECIFIC LABRIE REFUSE
EQUIPMENT PARTS AND SUPPLIES.
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor
.. regular
and Common Council of the City of San Bernardino at a J o~nt meeting thereof, held
on the 16th day of August
, 2010, by the following vote, to wit:
8 Council Members:
AYES
NAYS
ABSTAIN ABSENT
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x
MARQUEZ
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DESJARDINS
x
BRINKER
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SHORETT
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KELLEY
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JOHNSON
16 MCCAMMACK
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x
f2~h\ ~
'-../
Rachel G. Clark, City Clerk
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The foregoing resolution is hereby approved this /cF7Jf day of August
2010.
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City of San Bernardino
2010-280
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VENDOR SERVICE AGREEMENT
This Vendor Service Agreement is entered into this 16th day of August 2010, by and
between Arata Equipment Co. ("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 specific Labrie refuse equipment parts and
supplies; and
WHEREAS, Arata Equipment Co. is the authorized dealership that furnishes specific
Labrie equipment parts and supplies for refuse fleets and is therefore considered a sole source
supplier; and
WHEREAS, 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."
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 set forth in this purchase agreement.
2. COMPENSATION AND EXPENSES.
a. For the services delineated above, the CITY, upon presentation of an invoice, shall
pay the VENDOR up to the amount of $75,000 for the purchase specific Labrie
refuse equipment parts and supplies. Pricing is cost plus 30% and is subject to the
current "stand alone parts program" listing at the time of purchase. Arata Equipment
Co. adjusts their prices annually in January.
Exhibit "A"
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b. No other expenditures made by VENDOR shall be reimbursed by CITY.
3. TERM; TERMINATION.
The term of this agreement shall be from August 16,2010 through June 30, 2011, with
three (3) one-year extensions at the City's option. Option year one, if exercised, shall be
effective July 1,2011 through June 30, 2012. Option year two, if exercised, shall be effective
July 1, 2012 through June 30, 2013. Option year three, if exercised, shall be effective July 1,
2013 through June 30, 2014.
This Agreement may be terminated at any time by thirty (30) days' 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 the date of expiration of current term of the
agreement.
4. 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 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
Exhibit "A"
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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.
5. 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 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.
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, mental or physical disability, medical conditions, marital status, sexual gender or
sexual orientation, or any other status protected by law.
7. 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
Exhibit "A"
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employees, and all business licenses, if any are required, in connection with the services to be
performed hereunder.
8. 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 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.
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
Telephone: (909) 384-5140
TO THE VENDOR:
Arata Equipment Co.
1160 Industrial Rd. # 12
San Carlos, Ca 94070
Telephone: (650) 508-1010
Contact: Danny Arata
9. 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.
Exhibit "A"
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10. 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.
11. 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.
12. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of California.
13. 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.
14. HEADINGS.
The subject headings of the sections of this Agreement are included for the purposes of
convemence only and shall not affect the construction or the interpretation of any of its
proVISIOns.
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Exhibit "A"
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15. 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.
16. 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.
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Exhibit "A"
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VENDOR SERVICE AGREEMENT
ARATA EQUIPMENT CO.
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and
date set forth below.
Dated:
,2010
ARATA EQUIPMENT CO.
By:
Dated
,2010
CITY OF SAN BERNARDINO
By:
Charles E. McNeely, City Manager
Approved as to Form:
By:
James F. Penman, City Attorney
Exhibit "A"
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VENDOR SERVICE AGREEMENT
This Vendor Service Agreement is entered into this 16th day of August 2010, by and
between Arata Equipment Co. ("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 specific Labrie refuse equipment parts and
supplies; and
WHEREAS, Arata Equipment Co. is the authorized dealership that furnishes specific
Labrie equipment parts and supplies for refuse fleets and is therefore considered a sole source
supplier; and
WHEREAS, 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."
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 set forth in this purchase agreement.
2. COMPENSATION AND EXPENSES.
a. For the services delineated above, the CITY, upon presentation of an invoice, shall
pay the VENDOR up to the amount of $75,000 for the purchase specific Labrie
refuse equipment parts and supplies. Pricing is cost plus 30% and is subject to the
current "stand alone parts program" listing at the time of purchase. Arata Equipment
Co. adjusts their prices annually in January.
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b. No other expenditures made by VENDOR shall be reimbursed by CITY.
3. TERM; TERMINATION.
The term of this agreement shall be from August 16,2010 through June 30, 2011, with
three (3) one-year extensions at the City's option. Option year one, if exercised, shall be
effective July 1,2011 through June 30, 2012. Option year two, if exercised, shall be effective
July 1,2012 through June 30, 2013. Option year three, if exercised, shall be effective July 1,
2013 through June 30, 2014.
This Agreement may be terminated at any time by thirty (30) days' 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 the date of expiration of current term of the
agreement.
4. 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 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
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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.
5. 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 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.
6. NON-DISCRIMINA TION.
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, mental or physical disability, medical conditions, marital status, sexual gender or
sexual orientation, or any other status protected by law.
7. 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
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employees, and all business licenses, if any are required, in connection with the services to be
performed hereunder.
8. 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 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.
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
Telephone: (909) 384-5140
TO THE VENDOR:
Arata Equipment Co.
1160 Industrial Rd. # 12
San Carlos, Ca 94070
Telephone: (650) 508-1010
Contact: Danny Arata
9. 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.
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10. 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.
11. 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.
12. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of California.
13. 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.
14. HEADINGS.
The subject headings of the sections of this Agreement are included for the purposes of
convemence only and shall not affect the construction or the interpretation of any of its
prOVISIOns.
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15. 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.
16. 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.
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VENDOR SERVICE AGREEMENT
ARATA EQUIPMENT CO.
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and
date set forth below.
Dated: ~/ 10 ,2010
Dated ~ J~c)- , 2010
Approved as to Form:
By:
Jam
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