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HomeMy WebLinkAbout2012-253 1 RESOLUTION NO. 2012-253 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT 3 AND ISSUANCE OF AN ANNUAL PURCHASE ORDER WITH THREE SINGLE 4 YEAR RENEWAL OPTIONS TO APPLIED LNG TECHNOLOGIES, INC., FOR LIQUEFIED NATURAL GAS TO BE UTILIZED BY THE PUBLIC WORKS 5 DEPARTMENT FLEET DIVISION. 6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 7 8 SECTION 1. That the City Manager of the City of San Bernardino is hereby 9 authorized to execute on behalf of said City an Agreement between the City of San 10 Bernardino and Applied LNG Technologies, Inc., a copy of which is attached hereto, marked 11 Exhibit"A" and incorporated herein by reference as fully as though set forth at length. 12 SECTION 2. That Applied LNG Technologies, Inc. provides Liquefied Natural Gas 13 14 and was the lowest responsive bidder to RFQ F-13-08. Pursuant to this determination, the 15 Purchasing Manager is hereby authorized to issue an Annual Purchase Order, to Applied LNG 16 Technologies, Inc., in an amount not to exceed $1,000,000 beginning in Fiscal Year 17 2012/2013. 18 SECTION 3. The Purchase Order shall reference this Resolution Number and shall 19 20 read, "Applied LNG Technologies, Inc., for Liquefied Natural Gas, P.O. not to exceed 21 $1,000,000", and shall incorporate the terms and conditions of the Agreement. 22 /1/ 23 /// 24 25 26 27 28 2012-253 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT 2 AND ISSUANCE OF AN ANNUAL PURCHASE ORDER WITH THREE SINGLE YEAR RENEWAL OPTIONS TO APPLIED LNG TECHNOLOGIES, INC., FOR 3 LIQUEFIED NATURAL GAS TO BE UTILIZED BY THE PUBLIC WORKS 4 DEPARTMENT FLEET DIVISION. 5 SECTION 4. The authorization to execute the above-referenced Agreement is 6 7 rescinded if it is not executed within ninety (90) days of the passage of this resolution. 8 /// 9 /// 10 11 /// 12 /// 13 14 /// 15 /// 16 /// 17 /// 18 /// 19 20 /// 21 /// 22 /// 23 /// 24 /// 25 /// 26 27 28 2012-253 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT 2 AND ISSUANCE OF AN ANNUAL PURCHASE ORDER WITH THREE SINGLE YEAR RENEWAL OPTIONS TO APPLIED LNG TECHNOLOGIES FOR 3 LIQUEFIED NATURAL GAS TO BE UTILIZED BY THE PUBLIC WORKS 4 DEPARTMENT FLEET DIVISION. 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 6 Common Council of the City of San Bernardino at a i oint regularneeting thereof, held on 7 the 15th day of October , 2012, by the following vote, to wit: 8 Council Members: AYES NAYS ABSTAIN ABSENT 9 MARQUEZ x 10 11 JENKINS x 12 VALDIVIA x 13 SHORETT x 14 KELLEY x 15 JOHNSON x 16 17 MCCAMMACK x 18 Geor =.nn Ha n ity Clerk 19 Ti,, 20 The foregoing resolution is hereby approved this l '1 'day of October 2012. 21 22 Patri• J. Morris, • .yor 23 •• : San Bernardino Approved as to Form: 24 25 , es F. Penman, City Attorney 26 27 28 2012-253 1 VENDOR SERVICE AGREEMENT 2 This Vendor Service Agreement is entered into this 15th day of October 3 2012,by and between Applied LNG Technologies, Inc. ("VENDOR")and the City of San 4 Bernardino ("CITY"or"San Bernardino"). 5 WITNESSETH: 6 7 WHEREAS,the Mayor and Common Council has determined that it is advantageous 8 and in the best interest of the CITY to contract for Liquefied Natural Gas and 9 WHEREAS, the City of San Bernardino did solicit and accept quotes from available 10 vendors for Liquefied Natural Gas and VENDOR was the lowest qualified bidder. 11 NOW,THEREFORE,the parties hereto agree as follows: 12 1. SCOPE OF SERVICES. 13 14 For the remuneration stipulated, San Bernardino hereby engages the services of 15 VENDOR to provide those products and services as set forth in this purchase agreement and 16 identified in VENDOR's response to the September 19, 2012 Request for Quotes ("RFQ") F- 17 13-08, which response is attached hereto and incorporated herein as though fully set forth as 18 Exhibit 1A, Exhibit 1B, and Exhibit 1C. In the event there is a conflict between VENDOR's 19 20 response to the RFQ and this Agreement,this Vendor Services Agreement shall govern. 21 2. COMPENSATION AND EXPENSES. 22 a. For the services delineated above, the CITY, upon presentation of an invoice, shall 23 pay the VENDOR up to the amount of$1,000,000.00 for Liquefied Natural Gas. 24 b. No other expenditures made by VENDOR shall be reimbursed by CITY. 25 26 27 28 Exhibit"A" 1 2012-253 1 3. TERM. 2 This Agreement will be effective on October 1, 2012 through June 30, 2013 with three 3 (3) one-year extensions at the City's option. Option year one, if exercised, shall be effective 4 July 1, 2013 through June 30, 2014. Option year two, if exercised, shall be effective July 1, 5 2014 through June 30, 2015. Option year three, if exercised, shall be effective July 1, 2015 6 7 through June 30, 2016. Actual option year pricing shall be negotiated with VENDOR prior to 8 exercising any given option year. 9 This Agreement may be terminated at any time, for any reason, or no reason, by thirty 10 (30) days' written notice by either party. The terms of this Agreement shall remain in force 11 unless mutually amended. The duration of this Agreement may be extended with the written 12 consent of both parties. 13 14 4. INDEMNITY. 15 CITY agrees to indemnify and hold harmless VENDOR, its officers, agents and 16 volunteers from any and all claims, actions, or losses, damages and/or liability resulting from 17 CITY's negligent acts or omissions arising from the CITY's performance of its obligations 18 under the Agreement. 19 20 VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and 21 volunteers from any and all claim, actions, or losses, damages and/or liability resulting from 22 VENDOR's negligent acts or omissions arising from the VENDOR's performance of its 23 obligations under the Agreement. 24 In the event the CITY and/or the VENDOR is found to be comparatively at fault for 25 26 any claim, action, loss, or damage which results from their respective obligations under the 27 28 Exhibit"A" 2 2012-253 1 Agreement, the CITY and/or VENDOR shall indemnify the other to the extent of this 2 comparative fault. 3 5. INSURANCE. 4 While not restricting or limiting the forgoing, during the term of this Agreement, 5 VENDOR shall maintain in effect policies of comprehensive public, general and automobile 6 7 liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory 8 worker's compensation coverage, and shall file copies of said policies with the CITY's Risk 9 Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an 10 additional named insured in each policy of insurance provided hereunder. The Certificate of 11 Insurance furnished to the CITY shall require the insurer to notify CITY of any change or 12 termination in the policy. 13 14 6. NON-DISCRIMINATION. 15 In the performance of this Agreement and in the hiring and recruitment of employees, 16 VENDOR shall not engage in, nor permit its officers, employees or agents to engage in, 17 discrimination in employment of persons because of their race, religion, color,national origin, 18 ancestry, age, mental or physical disability, medical conditions, marital status, sexual gender 19 20 or sexual orientation, or any other status protected by law, except as permitted pursuant to 21 Section 12940 of the California Government Code. 22 7. INDEPENDENT CONTRACTOR. 23 VENDOR shall perform work tasks provided by this Agreement,but for all intents and 24 purposes VENDOR shall be an independent contractor and not an agent or employee of the 25 26 CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of 27 Income Tax, Social Security, State Disability Insurance Compensation, Unemployment 28 Exhibit"A" 3 2012-253 1 Compensation, and other payroll deductions for VENDOR and its officers, agents, and 2 employees, and all business license, if any are required, in connection with the services to be 3 performed hereunder. 4 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER 5 REQUIREMENTS. 6 7 VENDOR warrants that it possesses or shall obtain, and maintain a business 8 registration certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, 9 permits, qualifications, insurance and approval of whatever nature that are legally required of 10 VENDOR to practice its business or profession. 11 9. NOTICES. 12 Any notices to be given pursuant to this Agreement shall be deposited with the United 13 14 States Postal Service,postage prepaid and addressed as follows: 15 TO THE CITY: Public Works Director 300 North"D" Street 16 San Bernardino, CA 92418 17 Telephone: (909) 384-5140 18 TO THE VENDOR: Applied LNG Technologies, Inc. 31111 Agoura Road Suite 208 19 Westlake Village, CA. 91361 20 Telephone: (808)450-3650 Contact: Cem Hacioglu 21 10. ATTORNEYS' FEES 22 In the event that litigation is brought by any party in connection with this Agreement, 23 the prevailing party shall be entitled to recover from the opposing party all costs and 24 expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise 25 26 of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions 27 or provisions hereof. The costs, salary and expenses of the City Attorney and members of his 28 Exhibit"A" 4 2012-253 1 office in enforcing this Agreement on behalf of the CITY shall be considered "attorneys' 2 fees"for the purposes of this paragraph. 3 11. ASSIGNMENT. 4 VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or 5 encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior 6 7 written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void 8 and shall constitute a breach of this Agreement and cause for the termination of this 9 Agreement. Regardless of CITY's consent, no subletting or assignment shall release 10 VENDOR of VENDOR's obligation to perform all other obligations to be performed by 11 VENDOR hereunder for the term of this Agreement. 12 12. VENUE. 13 14 The parties hereto agree that all actions or proceedings arising in connection with this 15 Agreement shall be tried and litigated either in the State courts located in the County of San 16 Bernardino, State of California or the U.S. District Court for the Central District of California, 17 Riverside Division. The aforementioned choice of venue is intended by the parties to be the 18 mandatory and not permissive in nature. 19 20 13. GOVERNING LAW. 21 This Agreement shall be governed by the laws of the State of California. 22 14. SUCCESSORS AND ASSIGNS. 23 This Agreement shall be binding on and inure to the benefit of the parties to this 24 Agreement and their respective heirs,representatives, successors, and assigns. 25 26 27 28 Exhibit"A" 5 2012-253 1 15. HEADINGS. 2 The subject headings of the sections of this Agreement are included for the purposes 3 of convenience only and shall not affect the construction or the interpretation of any of its 4 provisions. 5 16. ENTIRE AGREEMENT; MODIFICATION. 6 7 This Agreement constitutes the entire agreement and the understanding between the 8 parties, and supercedes any prior agreements and understandings relating to the subject 9 manner of this Agreement. This Agreement may be modified or amended only by a written 10 instrument executed by all parties to this Agreement. 11 12 13 14 15 111 16 17 18 19 20 21 22 23 24 25 26 27 28 Exhibit"A" 6 2012-253 VENDOR SERVICE AGREEMENT 1 APPLIED LNG TECHNOLOGIES,INC. 2 3 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day 4 and date set forth below. 5 Dated: /z -lZ , 2012 VENDOR. 6 By: 7 8 Its: fTA, 1,ut- d 9 Dated 2 " 2 0 7 , 2012 CITY A F SAN BERNARDINO 10 B I I . �� � 1 .ti 11 An:rea Travis-Miller, Acting City Manager 12 Approved as to Form: 13 14 15 By: / �� .. J. . Penman, City Attorney 16 17 18 19 20 21 22 23 24 25 26 27 28 Exhibit"A" 7 2012-253 1 VENDOR SERVICE AGREEMENT 2 This Vendor Service Agreement is entered into this 15th day of October 3 2012, by and between Applied LNG Technologies, Inc. ("VENDOR") and the City of San 4 Bernardino ("CITY"or"San Bernardino"). 5 WITNESSETH: 6 7 WHEREAS,the Mayor and Common Council has determined that it is advantageous 8 and in the best interest of the CITY to contract for Liquefied Natural Gas and 9 WHEREAS, the City of San Bernardino did solicit and accept quotes from available 10 vendors for Liquefied Natural Gas and VENDOR was the lowest qualified bidder. 11 NOW, THEREFORE, the parties hereto agree as follows: 12 1. SCOPE OF SERVICES. 13 14 For the remuneration stipulated, San Bernardino hereby engages the services of 15 VENDOR to provide those products and services as set forth in this purchase agreement and 16 identified in VENDOR's response to the September 19, 2012 Request for Quotes ("RFQ") F- 17 13-08, which response is attached hereto and incorporated herein as though fully set forth as 18 Exhibit 1A, Exhibit 1B, and Exhibit 1C. In the event there is a conflict between VENDOR's 19 20 response to the RFQ and this Agreement, this Vendor Services Agreement shall govern. 21 2. COMPENSATION AND EXPENSES. 22 a. For the services delineated above, the CITY, upon presentation of an invoice, shall 23 pay the VENDOR up to the amount of$1,000,000.00 for Liquefied Natural Gas. 24 b. No other expenditures made by VENDOR shall be reimbursed by CITY. 25 26 27 28 Exhibit"A" 1 2012-253 1 3. TERM. 2 This Agreement will be effective on October 1, 2012 through June 30, 2013 with three 3 (3) one-year extensions at the City's option. Option year one, if exercised, shall be effective 4 July 1, 2013 through June 30, 2014. Option year two, if exercised, shall be effective July 1, 5 2014 through June 30, 2015. Option year three, if exercised, shall be effective July 1, 2015 6 7 through June 30, 2016. Actual option year pricing shall be negotiated with VENDOR prior to 8 exercising any given option year. 9 This Agreement may be terminated at any time, for any reason, or no reason, by thirty 10 (30) days' written notice by either party. The terms of this Agreement shall remain in force 11 unless mutually amended. The duration of this Agreement may be extended with the written 12 13 consent of both parties. 14 4. INDEMNITY. 15 CITY agrees to indemnify and hold harmless VENDOR, its officers, agents and 16 volunteers from any and all claims, actions, or losses, damages and/or liability resulting from 17 CITY's negligent acts or omissions arising from the CITY's performance of its obligations 18 under the Agreement. 19 20 VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and 21 volunteers from any and all claim, actions, or losses, damages and/or liability resulting from 22 VENDOR's negligent acts or omissions arising from the VENDOR's performance of its 23 obligations under the Agreement. 24 In the event the CITY and/or the VENDOR is found to be comparatively at fault for 25 26 any claim, action, loss, or damage which results from their respective obligations under the 27 28 Exhibit "A" 2 2012-253 1 Agreement, the CITY and/or VENDOR shall indemnify the other to the extent of this 2 comparative fault. 3 5. INSURANCE. 4 While not restricting or limiting the forgoing, during the term of this Agreement, 5 VENDOR shall maintain in effect policies of comprehensive public, general and automobile 6 7 liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory 8 worker's compensation coverage, and shall file copies of said policies with the CITY's Risk 9 Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an 10 additional named insured in each policy of insurance provided hereunder. The Certificate of 11 Insurance furnished to the CITY shall require the insurer to notify CITY of any change or 12 13 termination in the policy. 14 6. NON-DISCRIMINATION. 15 In the performance of this Agreement and in the hiring and recruitment of employees, 16 VENDOR shall not engage in, nor permit its officers, employees or agents to engage in, 17 discrimination in employment of persons because of their race, religion, color, national origin, 18 ancestry, age, mental or physical disability, medical conditions, marital status, sexual gender 19 20 or sexual orientation, or any other status protected by law, except as permitted pursuant to 21 Section 12940 of the California Government Code. 22 7. INDEPENDENT CONTRACTOR. 23 VENDOR shall perform work tasks provided by this Agreement,but for all intents and 24 purposes VENDOR shall be an independent contractor and not an agent or employee of the 25 26 CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of 27 Income Tax, Social Security, State Disability Insurance Compensation, Unemployment 28 Exhibit "A" 3 2012-253 1 Compensation, and other payroll deductions for VENDOR and its officers, agents, and 2 employees, and all business license, if any are required, in connection with the services to be 3 performed hereunder. 4 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER 5 REQUIREMENTS. 6 7 VENDOR warrants that it possesses or shall obtain, and maintain a business 8 registration certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, 9 permits, qualifications, insurance and approval of whatever nature that are legally required of 10 VENDOR to practice its business or profession. 11 9. NOTICES. 12 Any notices to be given pursuant to this Agreement shall be deposited with the United 13 14 States Postal Service,postage prepaid and addressed as follows: 15 TO THE CITY: Public Works Director 300 North"D" Street 16 San Bernardino, CA 92418 17 Telephone: (909) 384-5140 18 TO THE VENDOR: Applied LNG Technologies, Inc. 31111 Agoura Road Suite 208 19 Westlake Village, CA. 91361 20 Telephone: (808) 450-3650 Contact: Cem Hacioglu 21 10. ATTORNEYS' FEES 22 In the event that litigation is brought by any party in connection with this Agreement, 23 the prevailing party shall be entitled to recover from the opposing party all costs and 24 expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise 25 26 of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions 27 or provisions hereof. The costs, salary and expenses of the City Attorney and members of his 28 Exhibit"A" 4 2012-253 1 office in enforcing this Agreement on behalf of the CITY shall be considered "attorneys' 2 fees" for the purposes of this paragraph. 3 11. ASSIGNMENT. 4 VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or 5 encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior 6 7 written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void 8 and shall constitute a breach of this Agreement and cause for the termination of this 9 Agreement. Regardless of CITY's consent, no subletting or assignment shall release 10 VENDOR of VENDOR's obligation to perform all other obligations to be performed by 11 VENDOR hereunder for the term of this Agreement. 12 13 12. VENUE. 14 The parties hereto agree that all actions or proceedings arising in connection with this is Agreement shall be tried and litigated either in the State courts located in the County of San 16 Bernardino, State of California or the U.S. District Court for the Central District of California, 17 Riverside Division. The aforementioned choice of venue is intended by the parties to be the 18 mandatory and not permissive in nature. 19 20 13. GOVERNING LAW. 21 This Agreement shall be governed by the laws of the State of California. 22 14. SUCCESSORS AND ASSIGNS. 23 This Agreement shall be binding on and inure to the benefit of the parties to this 24 Agreement and their respective heirs, representatives, successors, and assigns. 25 26 27 28 Exhibit "A" 5 2012-253 1 15. HEADINGS. 2 The subject headings of the sections of this Agreement are included for the purposes 3 of convenience only and shall not affect the construction or the interpretation of any of its 4 provisions. 5 16. ENTIRE AGREEMENT; MODIFICATION. 6 7 This Agreement constitutes the entire agreement and the understanding between the 8 parties, and supercedes any prior agreements and understandings relating to the subject 9 manner of this Agreement. This Agreement may be modified or amended only by a written 10 instrument executed by all parties to this Agreement. 11 12 /// 13 14 /// 15 III 16 17 18 19 20 21 22 23 24 25 26 27 28 Exhibit"A" 6 2012-253 1 VENDOR SERVICE AGREEMENT APPLIED LNG TECHNOLOGIES, INC. 2 3 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day 4 and date set forth below. 5 Dated: , 2012 VENDOR. 6 7 By: 8 Its: 9 Dated , 2012 CITY OF SAN BERNARDINO 10 By: 11 Andrea Travis-Miller, Acting City Manager 12 Approved as to Form: 13 14 15 By: / Ja . Penman, City Attorney 16 17 18 19 20 21 22 23 24 25 26 27 28 Exhibit "A" 7