HomeMy WebLinkAbout2012-023
RESOLUTION NO. 2012-23
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 TO IRONMAN PARTS & SERVICES OF
CORONA PURSUANT TO SECTION 3.04.010-B3 OF THE MUNICIPAL CODE, FOR
FOUR DIESEL PARTICULATE FILTERS TO BE INSTALLED ON FOUR PUBLIC
WORKS DEPARTMENT OPERATION & MAINTENANCE DIVISION TRUCKS
PURSUANT TO THE CALIFORNIA AIR RESOURCES BOARD (CARB)
REGULATIONS.
WHEREAS, lronman Parts & Services was selected as a Sole Source, and there are no
local vendors certified to sell or install the required equipment.
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 Ironman
Parts & Services, 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. 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 pursuant to this determination the Director of Finance or his/her
designee is hereby authorized to issue a Purchase Order to Ironman Parts &
Services in the amount of $55,951.39 for the purchase and installation of four diesel
particulate filters.
SECTION 4. The Purchase Order shall reference this Resolution Number and shall
read, "Ironman Parts & Services for the purchase and installation of four (4) diesel particulate
filters. Agreement not to exceed $55,951.39" and shall incorporate the terms and conditions of
the Agreement.
2012-23
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 TO IRONMAN PARTS & SERVICES OF
CORONA PURSUANT TO SECTION 3.04.010-B3 OF THE MUNICIPAL CODE, FOR
FOUR DIESEL PARTICULATE FILTERS TO BE INSTALLED ON FOUR PUBLIC
WORKS DEPARTMENT OPERATION & MAINTENANCE DIVISION TRUCKS
PURSUANT TO THE CALIFORNIA AIR RESOURCES BOARD (CARD)
REGULATIONS.
SECTION 5. 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Agreement is rescinded if it is not executed by both parties within sixty (60) days of the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.
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2012-23
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 TO IRONMAN PARTS & SERVICES OF
CORONA PURSUANT TO SECTION 3.04.010-B3 OF THE MUNICIPAL CODE, FOR
FOUR DIESEL PARTICULATE FILTERS TO BE INSTALLED ON FOUR PUBLIC
WORKS DEPARTMENT OPERATION & MAINTENANCE DIVISION TRUCKS, PER
THE CALIFORNIA AIR RESOURCES BOARD (CARD) REGULATIONS.
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor
and Common Council of the City of San Bernardino at a j oint ~eeting thereof, held
on the 6th
day of February
,2012, by the following vote, to wit:
Council Members:
AYES
NAYS
ABSTAIN ABSENT
MARQUEZ
JENKINS
x
x
BRINKER
---X-
SHORETT
x
KELLEY
x
JOHNSON
x
MCCAMMACK
x
2012.
4~h.~
Rachel G. Clark, City Clerk
The foregoing resolution is hereby approved this "i?= day ofJ7
~or
City of San Bernardino
Approved as to Form:
JAMES F. PENMAN, City Attorney
By: ~ 1.f~
(j
2012-23
VENDOR SERVICE AGREEMENT
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This Vendor Service Agreement is entered into this 6th day of February
2012, by and between Ironman Parts & Services ("VENDOR") and the City of San
WITNESSETH:
WHEREAS, the Mayor and Common Council has determined that it is advantageous
and in the best interest of the CITY to contract for the purchase and installation of four (4)
Diesel Particulate Filters on four (4) Operation & Maintenance Division trucks; and
WHEREAS, vendor is qualified to sell and install the required equipment; and
WHEREAS, there are no local vendors certified for the purchase or installation of the
required equipment;
NOW, THEREFORE, the parties hereto agree as follows:
SCOPE OF SERVICES.
For the remuneration stipulated, San Bernardino hereby engages the servIces of
VENDOR to provide those products and services as set forth on Attachment "1" and
incorporated herein.
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 $55,951.39 for the purchase and installation
of four (4) Diesel Particulate Filters.
b. No other expenditures made by VENDOR shall be reimbursed by CITY.
TERM; TERMINATION.
The term ofthis agreement shall be from February 6, 2012 to June 30, 2012.
Exhibit "A"
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2012-23
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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 mutually amended. The
duration of this agreement may be extended with the written consent of both parties.
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 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 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 of this section shall not be deemed to require more than 60 calendar
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 upon any or alleged act or omission of Vendor, its employees, agents, or
Exhibit "A"
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2012-23
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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 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 at least 30 days prior
to any change or termination in the 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,
Exhibit "A"
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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 license, 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 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:
Public Services Director
300 North "D" Street
San Bernardino, CA 92418
Telephone: (909) 384-5140
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Exhibit "A"
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2012-23
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TO THE VENDOR:
Ironman Parts & Services
2535 Anselmo Dr.
Corona, CA 92879
Telephone: (951) 735-3710
Contact: Monica Benedict
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. Attorney's fees for the City Attorney and members of his office shall be
calculated based on the market rate for comparable services.
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,
Exhibit "A"
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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.
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
Exhibit "A"
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2012-23
breaches, unless such waiver shall be in writing and signed by the party against whom
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.
Exhibit "A"
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2012-23
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5 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and
VENDORSER~CEAGREEMENT
BETWEEN IRONMAN PARTS & SER~CE AND THE CITY OF SAN
BERNARDINO
6 date set forth below.
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By:
Title: Cr
President
Dated: 2 /29 /1 2
, #
,2012
Dated
~l~
,2012
By:
Ch r
.Il~
an, City Attorney
Exhibit "A"
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