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HomeMy WebLinkAbout2012-216 2012-216 EXHIBIT "A" VENDOR SERVICE AGREEMENT This Vendor Service Agreement is entered into this 6th day ofAugust , 2012, by and between Inter Valley Pool Supply, Inc. ("VENDOR") and the City of San Bernardino ("CITY" or"San Bernardino"). WITNESSETH: WHEREAS, the Mayor and Common Council have determined that it is advantageous and in the best interest of the CITY to procure supply and delivery of liquid chlorine and acid for the City's pools to maintain proper water balance and sanitation; and WHEREAS, the City of San Bernardino did solicit and accept bids from a number of vendors for the supply and delivery of liquid chlorine and acid, and Inter Valley Pool Supply was the lowest and best bidder; and WHEREAS, Inter Valley Pool Supply has satisfactorily provided liquid chlorine and acid for use at City's pools previously. NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated. the CITY hereby engages the services of VENDOR to supply and deliver liquid chlorine and acid according to the specifications and price set forth in Attachment "A" by this reference made a part hereof. 2. COMPENSATION AND EXPENSES. For services provided by Inter Valley Pool Supply, the CITY, upon presentation of invoices, shall pay the VENDOR an amount of $28,330, with a contingency amount of $5,000, for a total not-to-exceed amount of$33,330. 1 2012-216 3. TERM. VENDOR shall perform all services, provide all supplies, and receive payment from invoicing outlined in this agreement from July 1, 2012 through June 30, 2013, with two single- year renewal options if the cost to provide these services in subsequent fiscal years does not increase by more than 5%per year. 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 actual 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 services under this Agreement, unless the bodily injury or property damage was 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. 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 2 2012-216 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 thirty (30) days prior to any change in or termination of the 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 condition, 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 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. 3 2012-216 9. 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: Director of Parks, Recreation and Community Services 1350 South E Street San Bernardino, CA 92408 Telephone: (909)384-5233 TO THE VENDOR: Inter Valley Pool Supply, Inc. 1415 E. 3rd Street Pomona, CA 91766 Telephone: (626) 969-5657 10. ATTORNEYS' FEES In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall he 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. 11. 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. 4 2012-216 12. 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. 13. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 14. 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. 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 interpretation 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 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. 17. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supersedes any prior agreements and understandings relating to the subject matter of 5 • 2012-216 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND INTER VALLEY POOL SUPPLY, INC. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated 749 , 2012 VENDOR: In - Valley Pool Supply BY: 1.1/ - rAid Its: Ai.' _ J; . AV Dated — 2g , 2012 CITY F SAN BERNARDINO By: WOul14 VW City Manager or Designee Approved as to form: James F. Penman, City Attorney By: i 6