Loading...
HomeMy WebLinkAbout29- Public Services ORIGINAL CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION From: Randy Kuettle, Acting Director Subject: A Resolution of the Mayor and Common Council of the City of San Dept: Public Services Bernardino authorizing an agreement and increase to an annual purchase Date: March 31, 2010 order in the amount of $17,000 pursuant to section 3.04.010-63 of the Municipal Code with three single year renewal options to, Tec of California for the purchase of specific equipment parts and supplies for the Public Services Refuse fleet utilized by the Public Services Department Fleet Division. Meeting Date: April 5, 2010 Synopsis of Previous Council Action Reso 2003-50 Feb.18, 2003 Increase PO to $35,000 Reso 2004-64 March 1, 2004 Increase PO to $67,500 Reso 2007-125 April 16, 2007 Increase Annual PO by $10,000 Recommended Motion: Adopt Resolution. Sign re Contact person Don Johnson, Fleet Manager hone: 5220 Supporting data attached: Staff Report, Ward: All Resolution, Agreement. FUNDING REQUIREMENTS: Amount: $17,000 Source: 635-341-5111 Materials and Supplies Finance: Council Notes: Agenda Item No. 2-I y-S-2oio CITY OF SAN BERNARDINO OFFICE OF THE PUBLIC SERVICES DIRECTOR INTER-OFFICE MEMORANDUM TO: Charles McNeeley, City Manager FROM: Don Johnson, Public Services Fleet Division DATE: March 11, 2010 SUBJECT: City Manager's Approval of Process - Purchases made pursuant to Section 3.04.010(B)(3) and Section 3.04.075 of the City's Municipal Code (Purchases approved by the Mayor and Common Council and emergency purchases approved by the City Manager). DDL Number 82. COPIES: Randy Kuettle, Acting Director of Public Services Tec of California was selected as a Sole Source for the following reasons: 1. Tec of California is the nearest authorized dealership for Volvo White/GMC parts and was awarded a sole source annual purchase order in the amount of $20,000 for FY 2009/2010. 2. The Volvo WX64 model chassis makes up approximately half of the City's Refuse fleet. A Request for Council Action entitled, "A Resolution of the Mayor and Common Council of the City of San Bernardino authorizing an agreement and increase to an annual purchase order in the amount of $17,000 pursuant to section 3.04.010-B3 of the Municipal Code with three single year renewal options to, Tec of California for the purchase of specific equipment parts and supplies for the Public Services Refuse fleet utilized by the Public Services Department Fleet Division" has been submitted and placed on the March 15, 2010 agenda calendar for review and approval. Don W. Johnson Fleet Services Division Manager proved B : arles McNeal y City Manager #Zq Z{-57-2d/0 CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION Staff Report Subject: A Resolution of the Mayor and Common Council of the City of San Bernardino authorizing an agreement and increase to an annual purchase order in the amount of $17,000 pursuant to section 3.04.010-133 of the Municipal Code with three single year renewal options to, Tec of California for the purchase of specific equipment parts and supplies for the Public Services Refuse fleet utilized by the Public Services Department Fleet Division. Background: Tec of California is the nearest authorized dealership for Volvo White/GMC parts and was awarded a sole source annual purchase order in the amount of $20,000 for FY 2009/2010. This is an existing annual purchase order but due to the original dollar amount there is no existing contract in place. The Volvo WX64 model chassis makes up approximately half of the City's Refuse fleet. All of the City's older refuse trucks have the Volvo (Tec) chassis. The Fleet Division projects that an additional $17,000 is needed to cover the costs of keeping these aging trucks operational for the remainder of the Fiscal Year 2009/2010. This is due to some major traffic accidents and factory warranty recalls involving the newer Autocar trucks making them unavailable for service. Therefore Fleet parts staff have had to use Tec of California more to support the IWM Division's older trucks thus depleting the annual purchase order prematurely. Therefore, an increase of$17,000 to the annual Purchase Order is requested, fora total amount not to exceed $37,000. Financial Impact: Funds for this increase of $17,000 are available in Fleet's materials and supplies expenditure account (635-341-5111). Because the Fleet Fund operates as an "internal service fund" all of Fleet's expenditures are charged back to city departments based on related usage. These charges will ultimately be charged back to the Refuse Fund as they are directly related, so the Refuse budget will be amended accordingly. Account Number 635-341-5111 Budgeted Amount: $1,116,300 Balance as of March 5, 2010: $105,462 Balance after approval of this item: $88,462 Please note this balance does not indicate available funding. It does not include non- encumbered reoccurring expenses or expenses incurred but not yet processed. i Recommendation: Adopt Resolution i I 1 RESOLUTION NO. 1 A RESOLUTION OF THE MAYOR AND COMMON COUNCILL TY 0 2 OF SAN BERNARDINO AUTHORIZING AN AGREEMENT AND INCREASE TO AN ANNUAL PURCHASE ORDER IN THE AMOUNT OF $17,000 PURSUANT TO 3 SECTION 3.04.010-B3 OF THE MUNICIPAL CODE WITH THREE SINGLE YEAR RENEWAL OPTIONS TO, TEC OF CALIFORNIA FOR THE PURCHASE OF 4 SPECIFIC EQUIPMENT PARTS AND SUPPLIES FOR THE PUBLIC SERVICES REFUSE FLEET UTILIZED BY THE PUBLIC SERVICES DEPARTMENT FLEET 51 DIVISION. 6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY 7 OF SAN BERNARDINO AS FOLLOWS: 8 SECTION 1. 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 Tec of California 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 13 SECTION 2. This purchase is exempt from the formal contract procedures of 14 Section 3.04.010 of the Municipal Code, pursuant to Section 3.04.010. B.3 of said 15 Code "Purchases approved by the Mayor and Common Council". 16 SECTION 3. That Tec of California Inc. furnishes specific equipment parts 17 and supplies for the public services refuse fleet utilized by the public services 18 department fleet division and is therefore considered a sole source. Pursuant to this 19 20 determination, the Director of Finance or his/her designee is hereby authorized to 21 issue an increase of$17,000 to the annual purchase order, to said Tec of California, 2211 Inc., for a total amount not to exceed $37,000 beginning in Fiscal Year 200912010. 23 SECTION 4. The Purchase Order shall reference this Resolution number and 24 shall read, "Authorized Volvo/GMC dealership parts and supplies" P.O. No. 210100 25 not to exceed $37,000 and shall incorporate the terms and conditions of the 26 27 Agreement. 28 1 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING AN AGREEMENT AND INCREASE TO AN 1 ANNUAL PURCHASE ORDER IN THE AMOUNT OF $17,000 PURSUANT TO 2 SECTION 3.04.010-B3 OF THE MUNICIPAL CODE WITH THREE SINGLE YEAR RENEWAL OPTIONS TO, TEC OF CALIFORNIA FOR THE PURCHASE OF 3 SPECIFIC EQUIPMENT PARTS AND SUPPLIES FOR THE PUBLIC SERVICES REFUSE FLEET UTILIZED BY THE PUBLIC SERVICES DEPARTMENT FLEET 4 DIVISION. 5 6 SECTION 6. The authorization to execute the above referenced Agreement and 7 Purchase Order is rescinded if not issued within sixty (60) days of the passage of this 8 Resolution. 9 10 111 11 11l 12 13 11/ 14 /1/ 15 /1l 16 111 17 11l I 111 19 20 Ill 21 111 22 111 23 Il/ 24 Ill 25 Ill 26 27 28 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 1 OF SAN BERNARDINO AUTHORIZING AN AGREEMENT AND INCREASE TO AN 2 ANNUAL PURCHASE ORDER IN THE AMOUNT OF $17,000 PURSUANT TO SECTION 3.04.010-B3 OF THE MUNICIPAL CODE WITH THREE SINGLE YEAR 3 RENEWAL OPTIONS TO, TEC OF CALIFORNIA FOR THE PURCHASE OF SPECIFIC EQUIPMENT PARTS AND SUPPLIES FOR THE PUBLIC SERVICES 4 REFUSE FLEET UTILIZED BY THE PUBLIC SERVICES DEPARTMENT FLEET 5 DIVISION. 6 1 HEREBY CERTIFY that the foregoing Resolution was duly adopted by the 7 Mayor and Common Council of the City of San Bernardino at a 8 meeting thereof, held on the day of 2010, by the 9 following vote, to wit: 10 Council Members' AYES NAYS ABSTAIN ABSENT 11 12 MARQUEZ 13 DESJARDINS 14 BRINKER 15 SHORETT 16 KELLEY 17 JOHNSON 18 MCCAMMACK 19 20 Rachel G. Clark, City Clerk 21 The foregoing resolution is hereby approved this day of 22 2010. 23 24 Patrick J. Morris, Mayor City of San Bernardino 25 Approved as to Forrp? 26 'r/ .. 27� James F. Penman, City Attorney 28 3 VENDOR SERVICE AGREEMENT 1 This Vendor Service Agreement is entered into this 5th day of April 2010, by and 2 between Tec of California Inc. ("VENDOR") and the City of San Bernardino ("CITY" or "San 3 Bernardino") 4 WITNESSETH: 5 WHEREAS, the Mayor and Common Council has determined that it is advantageous 6 and in the best interest of the CITY to contract for Authorized Volvo/GMC dealership parts and 7 8 supplies; and 9 WHEREAS, the City of San Bernardino did not solicit and accept-quotes—from 10 available vendors for Authorized Volvo/GMC dealership parts and supplies; and, 11 NOW,THEREFORE,the parties hereto agree as follows: 12 1. SCOPE OF SERVICES. 13 For the remuneration stipulated, San Bernardino hereby engages the services of 14 VENDOR to provide those products and services as set forth in this purchase agreement. 15 16 2. COMPENSATION AND EXPENSES. 17 a. For the services delineated above, the CITY, upon presentation of an invoice, shall 18 pay the VENDOR up to the amount of$17,000.00. Purchase order not to exceed the 19 total amount of $37,000. Cost is subject to the current "Volvo Parts Compass" 20 listing at the time of purchase. Volvo Motor Company adjusts their price list on a 21 quarterly basis. 22 23 b. No other expenditures made by VENDOR shall be reimbursed by CITY. 24 3. TERM; TERMINATION. 25 The term of this agreement shall be from March 15, 2010 through June 30, 2010, with 26 three (3) one-year extensions at the City's option. Option year one, if exercised, shall be 27 effective July 1, 2010 through June 30, 2011. Option year two, if exercised, shall be effective 28 Exhib 1 it"A" J� I July 1, 2011 through June 30, 2012. Option year three, if exercised, shall be effective July 1, 1 2012 through June 30, 2013. (� 2 This Agreement may be terminated at any time by thirty (30) days prior written notice �•/ 3 by either parry. The terms of this Agreement shall remain in force unless amended by written 4 agreement of the parties executed on or before date of expiration of current term of the 5 agreement. 6 7 4. WARRANTY 8 Vendor expressly warrants that all products and services supplied to City by Vendor 9 under this Agreement shall conform to the specifications, drawings or other description upon 10 which this purchase is based, shall be fit and sufficient for the purpose intended, merchantable, 11 of good material and workmanship, free from defects and fee and clear of all liens or 12 13 encumbrances. Inspection, testing, acceptance or use of the goods by the City shall not affect 14 Vendor's obligations under this warranty, and such warranty shall survive inspection, testing, C15 acceptance and use. Vendor agrees to replace or correct promptly defects of any goods or 16 services not conforming to the foregoing warranty without expense to the City, when notified 17 of such non-conformity by City. If Vendor fails to correct the defects in or replace non- 18 conforming goods or services promptly, City may, after reasonable notice to Vendor, make 19 such corrections or effect cover, or cure, at Vendor's expense. "Reasonable notice" for 20 21 purposes of this section shall not be deemed to require more than 60 calendars days notice 22 before commencement of efforts by the City to effect cover or a cure except upon written 23 agreement of the Parties. 24 5. INDEMNITY. 25 Vendor agrees to and shall indemnify and hold the City, its elected officials, employees. 26 agents or representatives, free and harmless from all claims, actions, damages and liabilities of 27 28 Exhibit"A" 2 any kind and nature arising from bodily injury, including death, or property damage, based or 1 asserted upon any or alleged act or omission of Vendor, its employees, agents, or 2 subcontractors, relating to or in any way connected with the accomplishment of the work or 3 performance of service under this Agreement, unless the bodily injury or property damage was 4 actually caused by the sole negligence of the City, its elected officials, employees, agents or 5 representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its 6 own expense, including attorney's fees the City, its elected officials, employees, agents or 7 8 representatives from any and all legal actions based upon such actual or alleged acts or 9 omissions. Vendor hereby waives any and all rights to any types of express or implied 10 indemnity against the City, its elected officials, employees, agents or representatives, with 11 respect to third party claims against the Vendor relating to or in any way connected with the 12 accomplishment of the work or performance of services under this Agreement. �^ 13 6. INSURANCE. rlrr 14 While not restricting or limiting the foregoing, during the term of this Agreement, - 15 16 VENDOR shall maintain in effect policies of comprehensive public, general and automobile 17 liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory 18 worker's compensation coverage, and shall file copies of said policies with the CITY's Risk 19 Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an 20 additional named insured in each policy of insurance provided hereunder. The Certificate of 21 Insurance furnished to the CITY shall require the insurer to notify CITY of any change or 22 23 termination in the policy. Insurer shall give CITY 30 days notice prior to enactment and any 24 change or termination of policy. 25 7. NON-DISCRIMINATION. 26 In the performance of this Agreement and in the hiring and recruitment of employees, Q27 VENDOR shall not engage in, nor permit its officers, employees or agents to engage in, 28 Exhibit"A" 3 discrimination in employment of persons because of their race, religion, color, national origin, 1 ancestry, age, mental or physical disability, medical conditions,marital status, sexual gender or 2 sexual orientation, or any other status protected by law. 3 8. INDEPENDENT CONTRACTOR. 4 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 5 purposes VENDOR shall be an independent contractor and not an agent or employee of the 6 CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of 7 8 Income Tax, Social Security, State Disability Insurance Compensation, Unemployment 9 Compensation, and other payroll deductions for VENDOR and its officers, agents, and 10 employees, and all business licenses, if any are required, in connection with the services to be 11 performed hereunder. 12 9. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. 13 VENDOR warrants that it possesses or shall obtain, and maintain a business registration C 14 15 certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, 16 qualifications, insurance and approval of whatever nature that are legally required of VENDOR 17 to practice its business or profession. 18 NOTICES. 19 Any notices to be given pursuant to this Agreement shall be deposited with the United 20 States Postal Service, postage prepaid and addressed as follows: 21 TO THE CITY: Public Services Director 22 300 North"D° Street San Bernardino, CA 92418 23 Telephone: (909) 384-5140 24 TO THE VENDOR: Tec of California Inc. 25 14085 Valley Blvd. Fontana, CA 92335-5288 26 Telephone: (909) 349-0200 27 Attn: General Manager 28 Exhibit"A" 4 10. ATTORNEYS' FEES. 1 [� 2 In the event that litigation is brought by any party in connection with this Agreement, V 3 the prevailing party shall be entitled to recover from the opposing party all costs and expenses, 4 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of 5 its rights or remedies hereunder or the enforcement of any of the terms, conditions or 6 provisions hereof. The costs, salary and expenses of the City Attorney and members of his 7 office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' 8 9 fees" for the purposes of this paragraph. 10 11. ASSIGNMENT. 11 VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or 12 encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior 13 written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void 14 and shall constitute a breach of this Agreement and cause for the termination of this 15 Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR 16 17 of VENDOR's obligation to perform all other obligations to be performed by VENDOR 18 hereunder for the term of this Agreement. 19 12. VENUE. 20 The parties hereto agree that all actions or proceedings arising in connection with this 21 Agreement shall be tried and litigated either in the State courts located in the County of San 22 Bernardino, State of California or the U.S. District Court for the Central District of California, 23 24 Riverside Division. The aforementioned choice of venue is intended by the parties to be t 25 mandatory and not permissive in nature. ` 26 13. GOVERNING LAW. i j © 27 This Agreement shall be governed by the laws of the State of California. a 28 Exhibit"A" 5 i 1 14. SUCCESSORS AND ASSIGNS. 2 This Agreement shall be binding on and inure to the benefit of the parties to this 3 Agreement and their respective heirs, representatives, successors, and assigns. 4 5 15. HEADINGS. 6 The subject headings of the sections of this Agreement are included for the purposes of 7 convenience only and shall not affect the construction or the interpretation of any of its 8 provisions. 9 16. SEVERABILITY. 10 If any provision of this Agreement is determined by a court of competent jurisdiction to 11 be invalid or unenforceable for any reason, such determination shall not affect the validity or 12 13 enforceability of the remaining terms and provisions hereof or of the offending provision in any 14 other circumstance, and the remaining provisions of this Agreement shall remain in full force 15 and effect. 16 17. ENTIRE AGREEMENT; MODIFICATION. 17 This Agreement constitutes the entire agreement and the understanding between the 18 parties, and supercedes any prior agreements and understandings relating to the subject manner 19 20 of this Agreement. This Agreement may be modified or amended only by a written instrument 21 executed by all parties to this Agreement. 22 23 24 Ill 25 26 27 111 28 Exhibit"A" 6 1 2 VENDOR SERVICE AGREEMENT TEC OF CALIFORNIA INC. 3 4 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and 5 date set forth below. 6 7 Dated: , 2010 Tee of California Inc. 8 By: 9 10 Dated 12010 CITY OF SAN BERNARDINO 11 By: 12 Charles E. McNeely, City Manager 13 Approved as to Form: 14 By: 15 James F. Penman, City Attorney 16 17 IS 19 20 21 22 23 24 25 20 27 28 Exhibit"A" 7 VENDOR SERVICE AGREEMENT 1 This Vendor Service Agreement is entered into this 5th day of April 2010, by and 2 between Tec of California Inc. ("VENDOR") and the City of San Bernardino ("CITY" or "San 3 Bernardino"). 4 WITNESSETH: 5 WHEREAS, the Mayor and Common Council has determined that it is advantageous 6 and in the best interest of the CITY to contract for Authorized Volvo/GMC dealership parts and 7 supplies; and 9 WHEREAS, the City of San Bernardino did not solicit and accept quotes from 10 available vendors for Authorized Volvo/GMC dealership parts and supplies; and, 11 NOW, THEREFORE,the parties hereto agree as follows: 12 1. SCOPE OF SERVICES. 13 For the remuneration stipulated, San Bernardino hereby engages the services of 14 � VENDOR to provide those products and services as set forth in this purchase agreement. 15 16 2' COMPENSATION AND EXPENSES. 17 a. For the services delineated above, the CITY, upon presentation of an invoice, shall 18 pay the VENDOR up to the amount of$17,000.00. Purchase order not to exceed the 19 total amount of $37,000. Cost is subject to the current "Volvo Parts Compass" 20 listing at the time of purchase. Volvo Motor Company adjusts their price list on a 21 quarterly basis 23 b. No other expenditures made by VENDOR shall be reimbursed by CITY. 24 3. TERM; TERMINATION. 25 The term of this agreement shall be from March 15, 2010 through June 30, 2010, with 26 three (3) one-year extensions at the City's option. Option year one, if exercised, shall be 27 effective July 1, 2010 through June 30, 2011. Option year two, if exercised, shall be effective 28 1 i i July 1, 2011 through June 30, 2012. Option year three, if exercised, shall be effective July 1, 1 2012 through June 30, 2013. C2 This Agreement may be terminated at any time by thirty (30) days prior written notice 3 by either party. The terms of this Agreement shall remain in force unless amended by written 4 agreement of the parties executed on or before date of expiration of current term of the 5 agreement. 6 7 4. WARRANTY $ Vendor expressly warrants that all products and services supplied to City by Vendor 9 under this Agreement shall conform to the specifications, drawings or other description upon 10 which this purchase is based, shall be fit and sufficient for the purpose intended, merchantable, 11 of good material and workmanship, free from .defects and fee and clear of all liens or 12 13 encumbrances. Inspection, testing, acceptance or use of the goods by the City shall not affect 14 Vendor's obligations under this warranty, and such warranty shall survive inspection, testing, 15 acceptance and use. Vendor agrees to replace or correct promptly defects of any goods or 16 services not conforming to the foregoing warranty without expense to the City, when notified 17 of such non-conformity by City. If Vendor fails to correct the defects in or replace non- 18 conforming goods or services promptly, City may, after reasonable notice to Vendor, make 19 such corrections or effect cover, or cure, at Vendor's expense. "Reasonable notice" for 20 21 purposes of this section shall not be deemed to require more than 60 calendars days notice 22 before commencement of efforts by the City to effect cover or a cure except upon written 23 agreement of the Parties. 24 5. INDEMNITY. 25 Vendor agrees to and shall indemnify and hold the City, its elected officials, employees, 26 agents or representatives, free and harmless from all claims, actions, damages and liabilities of C�'^ 27 28 2 any kind and nature arising from bodily injury, including death, or property damage, based or I asserted upon any or alleged act or omission of Vendor, its employees, agents, or 2 subcontractors, relating to or in any way connected with the accomplishment of the work or 3 performance of service under this Agreement, unless the bodily injury or property damage was 4 actually caused by the sole negligence of the City, its elected officials, employees, agents or 5 representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its 6 own expense, including attorney's fees the City, its elected officials, employees, agents or 7 representatives from any and all legal actions based upon such actual or alleged acts or 8 9 omissions. Vendor hereby waives any and all rights to any types of express or implied 10 indemnity against the City, its elected officials, employees, agents or representatives, with 11 respect to third party claims against the Vendor relating to or in any way connected with the 12 accomplishment of the work or performance of services under this Agreement. 13 6. INSURANCE. 14 C While not restricting or limiting the foregoing, during the term of this Agreement, 15 VENDOR shall maintain in effect policies of comprehensive public, general and automobile 16 17 liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory Ig worker's compensation coverage, and shall file copies of said policies with the CITY's Risk 19 Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an 20 additional named insured in each policy of insurance provided hereunder. The Certificate of 21 Insurance famished to the CITY shall require the insurer to notify CITY of any change or 22 termination in the policy. Insurer shall give CITY 30 days notice prior to enactment and any 23 24 change or termination of policy. 25 7. NON-DISCRIMINATION. 26 In the performance of this Agreement and in the hiring and recruitment of employees, Q27 VENDOR shall not engage in, nor permit its officers, employees or agents to engage in, 28 3 discrimination in employment of persons because of their race, religion, color, national origin, 1 ancestry, age, mental or physical disability, medical conditions, marital status, sexual gender or 2 sexual orientation, or any other status protected by law. 3 8. INDEPENDENT CONTRACTOR. 4 VENDOR shall perform work tasks provided by this Agreement,but for all intents and 5 purposes VENDOR shall be an independent contractor and not an agent or employee of the 6 CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of 7 .Income- Tax, Social Security, State Disability Insurance Compensation, Unemployment 8 9 Compensation, and other payroll deductions for VENDOR and its officers, agents, and 10 employees, and all business licenses, if any are required, in connection with the services to be 11 performed hereunder. 12 9, BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. 13 VENDOR warrants that it possesses or shall obtain, and maintain a business registration Q 14 certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, 15 qualifications, insurance and approval of whatever nature that are legally required of VENDOR 16 17 to practice its business or profession. 18 NOTICES. 1 19 Any notices to be given pursuant to this Agreement shall be deposited with the United 20 States Postal Service,postage prepaid and addressed as follows: 21 TO THE CITY: Public Services Director 300 North"D" Street San Bernardino,CA 92418 23 Telephone: (909) 384-5140 24 TO THE VENDOR: Tec of California Inc. 25 14085 Valley Blvd. Fontana,CA 92335-5288 26 Telephone: (909) 349-0200 Ann: General Manager �^ 27 28 4 1 10. ATTORNEYS' FEES. 2 In the event that litigation is brought by any party in connection with this Agreement, 3 the prevailing party shall be entitled to recover from the opposing party all costs and expenses, 4 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of 5 its rights or remedies hereunder or the enforcement of any of the terms, conditions or 6 provisions hereof. The costs, salary and expenses of the City Attorney and members of his 7 office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' 8 9 fees"for the purposes of this paragraph. 10 11. ASSIGNMENT. 11 VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or 12 encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior 13 written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void 14 and shall constitute a breach of this Agreement and cause for the termination of this 15 16 Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR 17 of VENDOR's obligation to perform all other obligations to be performed by VENDOR 18 hereunder for the term of this Agreement. j 19 12. VENUE. 20 The parties hereto agree that all actions or proceedings arising in connection with this 21 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 23 24 Riverside Division. The aforementioned choice of venue is intended by the parties to be 25 mandatory and not permissive in nature. 26 13. GOVERNING LAW. 1 © 27 This Agreement shall be governed by the laws of the State of California. 1 28 5 I 1 14. SUCCESSORS AND ASSIGNS. 2 This Agreement shall be binding on and inure to the benefit of the parties to this 3 Agreement and their respective heirs,representatives, successors, and assigns. 4 5 15. HEADINGS. 6 The subject headings of the sections of this Agreement are included for the purposes of 7 convenience only and shall not affect the construction or the interpretation of any of its 8 provisions. 9 16. SEVERABILITY. 10 If any provision of this Agreement is determined by a court of competent jurisdiction to 11 be invalid or unenforceable for any reason, such determination shall not affect the validity or 12 13 enforceability of the remaining terns and provisions hereof or of the offending provision in any 14 other circumstance, and the remaining provisions of this Agreement shall remain in full force 15 and effect. 16 17 ENTIRE AGREEMENT; MODIFICATION. 17 This Agreement constitutes the entire agreement and the understanding between the 18 parties, and supercedes any prior agreements and understandings relating to the subject manner 19 20 of this Agreement. This Agreement may be modified or amended only by a written instrument 21 executed by all parties to this Agreement. 22 /// 23 24 Ill 25 26 27 28 6 1 2 VENDOR SERVICE AGREEMENT TEC OF CALIFORNIA INC- 3 4 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and 5 date set forth below. 6 7 Dated: 2010 Tee of California Inc. g By: 9 10 Dated , 2010 CITY OF SAN BERNARDINO it By: 12 Charles E. McNeely, City Manager 13 Approved as to Form: 14 By. � '� � 15 J s F. Penman, City Attorney 16 17 18 19 20 21 22 23 24 25 26 27 28 7 CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION From: Randy Kuettle, Acting Director Subject: A Resolution of the Mayor and Common Council of the City of San Dept: Public Services Bernardino authorizing an agreement and increase to an annual purchase Date: March 5, 2010 order with three single year renewal options to, Tec of California for the purchase of specific equipment parts and supplies for the Public Services Refuse fleet utilized by the Public Services Department Fleet Division. Meeting Date: March 15, 2010 Synopsis of Previous Council Action Reso 2003-50 Feb.18, 2003 Increase PO to $35,000 Reso 2004-64 March 1, 2004 Increase PO to $67,500 Reso 2007-125 April 16, 2007 Increase Annual PO by $10,000 Recommended Motion: Adopt Resolution Signature Contact person Don Johnson, Fleet Manager Phone: 5220 Supporting data attached: Staff Report, Ward: All Resolution, Agreement. FUNDING REQUIREMENTS: Amount: $17,000 Source: 635-341-5111 Materials and Supplies Finance: Council Notes: A't� j� 2 60 4*—d— Agenda Item No. V-00 CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION Staff Report Subject: A Resolution of the Mayor and Common Council of the City of San Bernardino authorizing an agreement and increase to an annual purchase order with three single year renewal options, to Tee of California for the purchase of specific equipment parts and supplies for the Public Services Refuse fleet utilized by the Public Services Department Fleet Division. Background: Tee of California is the nearest authorized dealership for Volvo White/GMC parts and was awarded a sole source annual purchase order in the amount of $20,000 for FY 2009/2010. The Volvo WX64 model chassis makes up approximately half of the City's Refuse fleet. All of the City's older refuse trucks have the Volvo (Tee) chassis. The Fleet Division projects that an additional $17,000 is needed to cover the costs of keeping these aging trucks operational for the remainder of the Fiscal Year 2009/2010. This is due to some major traffic accidents and factory warranty recalls involving the newer Autocar trucks making them unavailable for service. Therefore Fleet parts staff have had to use Tee of California more to support the IWM Division's older trucks thus depleting the annual _ purchase order prematurely. Therefore, an increase of $17,000 to the annual Purchase Order is requested, for a total amount not to exceed $37,000. Financial Impact: Funds for this increase of $17,000 are available in Fleet's materials and supplies expenditure account (635-341-5111). Because the Fleet Fund operates as an "internal service fund" all of Fleet's expenditures are charged back to city departments based on related usage. These charges will ultimately be charged back to the Refuse Fund as they are directly related, so the Refuse budget will be amended accordingly. Account Number 635-341-5111 Budgeted Amount: $1,116,300 Balance as of March 5, 2010: $105,462 Balance after approval of this item: $88,462 Please note this balance does not indicate available funding. It does not include non- encumbered reoccurring expenses or expenses incurred but not yet processed. Recommendation: Adopt Resolution �✓ ��p�GCP.f�e�f �� E 04/5/2010, Item No. 29 Item History Backup distributed on 3/15/10, Item No. 18 XX XXX X 18. Resolution of the Mayor and Common Council of the City of San Bernardino authorizing an agreement and increase to an annual purchase order in the amount of$17,000 pursuant to Section 3.04.010-B3 of the Municipal Code with three single year renewal options to Tee of California for the purchase of specific equipment parts and supplies for the public services refuse fleet utilized by the Public Services Department Fleet Division. (See Attached) (Cost to the City - $17,000 from Fleet Services/Materials and Supplies) (Resolution not available at time of printing.) All Wards No Action Taken MOTION: That said resolution be adopted. Approved MOTION: That the matter be continued to April 5, 2010. XXXXXXX XXXXXXXXXXXXXXXXXXXXXXXX COMMITTEE CONSENT Recommended for approval at the �e meeting of March 9, 2010 - Committee Membe n t Development Services V 19. Resolution of the City of San Berna submittal of Community Based Transportation Plat uion for the University Neighborhood Transportati Study. (See Attached) (Cost to the City - $225,000 A; $25,000 in local match from the Regional Circt )lotion not available at time of printing.) Wards 5 & 6 Approved MOTION: That said resolution be adopted. Adopted 2010-50 Recommended for approval at the Grants Ad Hoc Committee meeting of March 9, 2010 - Committee Members Present: Johnson, Shorett Mayor's Office 20. Resolution of the Mayor and Common Council of the City of San Bernardino ratifying the submission of the First 5-San Bernardino Desired Results Initiative Grant. (See Attached) (No Cost to the City - $4,188,304 in Grant Revenue) (Resolution not available at time of printing.) All Wards Approved MOTION: That said resolution be adopted. Adopted 2010-51 8 03/15/2010 CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION From: Randy Kuettle, Acting Director Subject: A Resolution of the Mayor and Common Council of the City of San Dept: Public Services Bernardino authorizing an agreement and increase to an annual purchase Date: March 11, 2010 order in the amount of $17,000 pursuant to section 3.04.010-133 of the Municipal Code with three single year renewal options to, Tec of California for the purchase of specific equipment parts and supplies for the Public Services Refuse fleet utilized by the Public Services Department Fleet Division. Meeting Date: March 15, 2010 Synopsis of Previous Council Action Reso 2003-50 Feb.18, 2003 Increase PO to $35,000 Reso 2004-64 March 1, 2004 Increase PO to $67,500 Reso 2007-125 April 16, 2007 Increase Annual PO by $10,000 Recommended Motion: Adopt Resolution !' Signature y; Contact person Don Johnson, Fleet Manager Phone: 5220 Supporting data attached: Staff Report, Ward: All Resolution, Agreement. FUNDING REQUIREMENTS: Amount: $17,000 Source: 635-341-5111 Materials and Supplies Finance: Council Notes: Agenda Item No. _ 1A - 3-rs-10 CITY OF SAN BERNARDINO OFFICE OF THE PUBLIC SERVICES DIRECTOR INTER-OFFICE MEMORANDUM TO: Charles McNeeley, City Manager FROM: Don Johnson, Public Services Fleet Division, DATE: March 11, 2010 SUBJECT: City Manager's Approval of Process — Purchases made pursuant to Section 3.04.010(B)(3) and Section 3.04.075 of the City's Municipal Code (Purchases approved by the Mayor and Common Council and emergency purchases approved by the City Manager). DDL Number 82. COPIES: Randy Kuettle, Acting Director of Public Services Tec of California was selected as a Sole Source for the following reasons: 1. Tec of California is the nearest authorized dealership for Volvo White/GMC parts and was awarded a sole source annual purchase order in the amount of $20,000 for FY 2009/2010. 2. The Volvo WX64 model chassis makes up approximately half of the City's Refuse fleet. A Request for Council Action entitled, "A Resolution of the Mayor and Common Council of the City of San Bernardino authorizing an agreement and increase to an annual purchase order in the amount of $17,000 pursuant to section 3.04.010-63 of the Municipal Code with three single year renewal options to, Tec of California for the purchase of specific equipment parts and supplies for the Public Services Refuse fleet utilized by the Public Services Department Fleet Division" has been submitted and placed on the March 15, 2010 agenda calendar for review and approval. Don W. Johnson Fleet Services Division Manager Approved By: Charles McNeeley City Manager CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION Staff Report Subject: A Resolution of the Mayor and Common Council of the City of San Bernardino authorizing an agreement and increase to an annual purchase order in the amount of $17,000 pursuant to section 3.04.010-B3 of the Municipal Code with three single year renewal options to, Tec of California for the purchase of specific equipment parts and supplies for the Public Services Refuse fleet utilized by the Public Services Department Fleet Division. Background: Tec of California is the nearest authorized dealership for Volvo White/GMC parts and was awarded a sole source annual purchase order in the amount of $20,000 for FY 2009/2010. The Volvo WX64 model chassis makes up approximately half of the City's Refuse fleet. All of the City's older refuse trucks have the Volvo (Tec) chassis. The Fleet Division projects that an additional $17,000 is needed to cover the costs of keeping these aging trucks operational for the remainder of the Fiscal Year 2009/2010. This is due to some major traffic accidents and factory warranty recalls involving the newer Autocar trucks making them unavailable for service. Therefore Fleet parts staff have had to use Tec of California more to support the IWM Division's older trucks thus depleting the annual purchase order prematurely. Therefore, an increase of $17,000 to the annual Purchase Order is requested, for a total amount not to exceed $37,000. Financial Impact: Funds for this increase of $17,000 are available in Fleet's materials and supplies expenditure account (635-341-5111). Because the Fleet Fund operates as an "internal service fund" all of Fleet's expenditures are charged back to city departments based on related usage. These charges will ultimately be charged back to the Refuse Fund as they are directly related, so the Refuse budget will be amended accordingly. Account Number 635-341-5111 Budgeted Amount: $1.116.300 Balance as of March 5, 2010: $105,462 Balance after approval of this item: $88,462 Please note this balance does not indicate available funding. It does not include non- encumbered reoccurring expenses or expenses incurred but not yet processed. Recommendation: Adopt Resolution I RESOLUTION NO. 1 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 2 OF SAN BERNARDINO AUTHORIZING AN AGREEMENT AND INCREASE TO AN ANNUAL PURCHASE ORDER IN THE AMOUNT OF $17,000 PURSUANT TO 3 SECTION 3.04.010-133 OF THE MUNICIPAL CODE WITH THREE SINGLE YEAR RENEWAL OPTIONS TO, TEC OF CALIFORNIA FOR THE PURCHASE OF 4 SPECIFIC EQUIPMENT PARTS AND SUPPLIES FOR THE PUBLIC SERVICES 5 REFUSE FLEET UTILIZED BY THE PUBLIC SERVICES DEPARTMENT FLEET DIVISION. 6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY 7 OF SAN BERNARDINO AS FOLLOWS: 8 SECTION 1. 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 Tec of California Inc., a copy of which is attached hereto, marked 11 12 Exhibit "A" and incorporated herein by reference as fully as though set forth at length. JCI..I IVIV 2. This purchase is exempt from the forma contract procedures of 13 14 Section 3.04.010 of the Municipal Code, pursuant to Section 3.04.010. B.3 of said 15 Code "Purchases approved by the Mayor and Common Council". 16 SECTION 3. That Tec of California Inc. furnishes specific equipment parts 17 and supplies for the public services refuse fleet utilized by the public services 18 department fleet division and is therefore considered a sole source. Pursuant to this 19 20 determination, the Director of Finance or his/her designee is hereby authorized to 21 issue an increase of$17,000 to the annual purchase order, to said Tec of California, 22 Inc., for a total amount not to exceed $37,000 beginning in Fiscal Year 2009/2010. 23 SECTION 4. The Purchase Order shall reference this Resolution number and 24 shall read, "Authorized Volvo/GMC dealership parts and supplies" P.O. No. 210100 25 not to exceed $37,000 and shall incorporate the terms and conditions of the 26 27 Agreement. 28 t 1 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING AN AGREEMENT AND INCREASE TO AN 1 ANNUAL PURCHASE ORDER IN THE AMOUNT OF $17,000 PURSUANT TO 2 SECTION 3.04.010-63 OF THE MUNICIPAL CODE WITH THREE SINGLE YEAR RENEWAL OPTIONS TO, TEC OF CALIFORNIA FOR THE PURCHASE OF 3 SPECIFIC EQUIPMENT PARTS AND SUPPLIES FOR THE PUBLIC SERVICES REFUSE FLEET UTILIZED BY THE PUBLIC SERVICES DEPARTMENT FLEET 4 DIVISION. 5 6 SECTION 6. The authorization to execute the above referenced Agreement and 7 Purchase Order is rescinded if not issued within sixty (60) days of the passage of this 8 Resolution. 9 10 11 12 13 14 /ll 15 16 111 17 111 18 111 19 20 21 111 22 23 Ill 24 ill 25 111 26 27 28 z 1 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING AN AGREEMENT AND INCREASE TO AN 2 ANNUAL PURCHASE ORDER IN THE AMOUNT OF $17,000 PURSUANT TO SECTION 3.04.010-B3 OF THE MUNICIPAL CODE WITH THREE SINGLE YEAR 3 RENEWAL OPTIONS TO, TEC OF CALIFORNIA FOR THE PURCHASE OF 4 SPECIFIC EQUIPMENT PARTS AND SUPPLIES FOR THE PUBLIC SERVICES REFUSE FLEET UTILIZED BY THE PUBLIC SERVICES DEPARTMENT FLEET 5 DIVISION. 6 1 HEREBY CERTIFY that the foregoing Resolution was duly adopted by the 7 Mayor and Common Council of the City of San Bernardino at a 8 meeting thereof, held on the day of 2010, by the 9 following vote, to wit: 10 Council Members: AYES NAYS ABSTAIN ABSENT 11 12 MARQUEZ 13 UESJARUINS 14 BRINKER 15 SHORETT 16 KELLEY 17 JOHNSON 18 MCCAMMACK 19 20 Rachel G. Clark, City Clerk 21 The foregoing resolution is hereby approved this day of 22 12010. 23 24 Patrick J. Morris, Mayor City of San Bernardino 25 Approved as to Form: 26 27 James F. Penman, City Attorney 28 3 VENDOR SERVICE AGREEMENT 1 This Vendor Service Agreement is entered into this 15th day of March 2010, by and 2 between Tee of California Inc. ("VENDOR")and the City of San Bernardino ("CITY" or "San 3 Bernardino"). 4 WITNESSETH: 5 WHEREAS, the Mayor and Common Council has determined that it is advantageous 6 7 and in the best interest of the CITY to contract for Authorized Volvo/GMC dealership parts and 8 supplies; and 0 WHEREAS, the City of San Bernardino did not solicit and accept quotes from 10 available vendors for Authorized Volvo/GMC dealership parts and supplies; and, 11 NOW,THEREFORE,the parties hereto agree as follows: 12 1. SCOPE OF SERVICES. 13 For the remuneration stipulated, San Bernardino hereby engages the services of 14 15 VENDOR to provide those products and services as set forth in this purchase agreement. 16 2. COMPENSATION AND EXPENSES. 17 a. For the services delineated above, the CITY, upon presentation of an invoice, shall 18 pay the VENDOR up to the amount of$17,000.00. Purchase order not to exceed the 19 total amount of$37,000. 20 b. No other expenditures made by VENDOR shall be reimbursed by CITY. 21 22 3. TERM; TERMINATION. 23 The term of this agreement shall be from March 15, 2010 through June 30, 2010, with 24 three (3) one-year extensions at the City's option. Option year one, if exercised, shall be 25 effective July 1, 2010 through June 30, 2011. Option year two, if exercised, shall be effective 26 July 1, 2011 through June 30, 2012. Option year three, if exercised, shall be effective July 1, 27 2012 through June 30, 2013. 28 Exhibit"A" 1 This Agreement may be terminated at any time by thirty (30) days prior written notice 1 by either party. The terms of this Agreement shall remain in force unless amended by written 2 agreement of the parties executed on or before date of expiration of current term of the 3 agreement. 4 5 4. WARRANTY 6 Vendor expressly warrants that all products and services supplied to City by Vendor 7 under this Agreement shall conform to the specifications, drawings or other description upon 8 which this purchase is based, shall be fit and sufficient for the purpose intended, merchantable, 9 of good material and workmanship, free from defects and fee and clear of all liens or 10 encumbrances. Inspection, testing, acceptance or use of the goods by the City shall not affect 11 12 Vendor's obligations under this warranty, and such warranty shall survive inspection, testing, 13 acceptance and use. Vendor agrees to replace or correct promptly defects of any goods or 14 services not conforming to the foregoing warranty without expense to the City, when notified 15 of such non-conformity by City. If Vendor fails to correct the defects in or replace non- 16 conforming goods or services promptly, City may, after reasonable notice to Vendor, make 17 such corrections or effect cover, or cure, at Vendor's expense. "Reasonable notice" for 18 purposes of this section shall not be deemed to require more than 60 calendars days notice 19 20 before commencement of efforts by the City to effect cover or a cure except upon written 21 agreement of the Parties. 22 5. INDEMNITY. 23 Vendor agrees to and shall indemnify and hold the City, its elected officials, employees, 24 agents or representatives, free and harmless from all claims, actions, damages and liabilities of 25 any kind and nature arising from bodily injury, including death, or property damage, based or 26 27 asserted upon any or alleged act or omission of Vendor, its employees, agents, or 28 Exhibit"A" 2 subcontractors, relating to or in any way connected with the accomplishment of the work or 1 performance of service under this Agreement, unless the bodily injury or property damage was 2 actually caused by the sole negligence of the City, its elected officials, employees, agents or 3 representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its 4 own expense, including attorney's fees the City, its elected officials, employees, agents or 5 representatives from any and all legal actions based upon such actual or alleged acts or 6 7 omissions. Vendor hereby waives any and all rights to any types of express or implied 8 indemnity against the City, its elected officials, employees, agents or representatives, with g respect to third party claims against the Vendor relating to or in any way connected with the 10 accomplishment of the work or performance of services under this Agreement. 11 6. INSURANCE. 12 While not restricting or limiting the foregoing, during the term of this Agreement, 13 VENDOR shall maintain in effect policies of comprehensive public, general and automobile 14 15 liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory 16 worker's compensation coverage, and shall file copies of said policies with the CITY's Risk 17 Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an 18 additional named insured in each policy of insurance provided hereunder. The Certificate of 19 Insurance furnished to the CITY shall require the insurer to notify CITY of any change or 20 termination in the policy. Insurer shall give CITY 30 days notice prior to enactment and any 21 22 change or termination of policy. 23 7. NON-DISCRIMINATION. 24 In the performance of this Agreement and in the hiring and recruitment of employees, 25 VENDOR shall not engage in, nor permit its officers, employees or agents to engage in, 26 discrimination in employment of persons because of their race, religion, color, national origin, 27 28 Exhibit"A" 3 ancestry, age, mental or physical disability, medical conditions, marital status, sexual gender or 1 sexual orientation,or any other status protected by law. 2 8. INDEPENDENT CONTRACTOR. 3 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 4 purposes VENDOR shall be an independent contractor and not an agent or employee of the 5 CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of 6 7 Income Tax, Social Security, State Disability Insurance Compensation, Unemployment 8 Compensation, and other payroll deductions for VENDOR and its officers, agents, and g employees, and all business licenses, if any are required, in connection with the services to be 10 performed hereunder. 11 9. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. 121 VENDOR warrants that it possesses or shall obtain, and maintain a business registration 13 14 certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, 15 qualifications, insurance and approval of whatever nature that are legally required of VENDOR 16 to practice its business or profession. 17 NOTICES. 18 Any notices to be given pursuant to this Agreement shall be deposited with the United 19 States Postal Service, postage prepaid and addressed as follows: 20 TO THE CITY: Public Services Director 21 300 North"D" Street 22 San Bernardino, CA 92418 Telephone: (909) 384-5140 23 TO THE VENDOR: Tec of California Inc. 24 14085 Valley Blvd. Fontana, CA 92335-5288 25 Telephone: (909) 349-0200 26 Attn: General Manager 27 28 Exhibit"A" 4 to. ATTORNEYS' FEES. 1 In the event that litigation is brought by any party in connection with this Agreement, 2 the prevailing party shall be entitled to recover from the opposing party all costs and expenses, 3 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of 4 its rights or remedies hereunder or the enforcement of any of the terms, conditions or 5 provisions hereof. The costs, salary and expenses of the City Attorney and members of his 6 7 office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' 8 fees" for the purposes of this paragraph. g 11. ASSIGNMENT. 10 VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or 11 encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior 12 written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void 13 14 and shall constitute a breach of this Agreement and cause for the termination of this 15 Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR 16 of VENDOR's obligation to perform all other obligations to be performed by VENDOR 17 hereunder for the term of this Agreement. 18 12. VENUE. 19 The parties hereto agree that all actions or proceedings arising in connection with this 20 Agreement shall be tried and litigated either in the State courts located in the County of San 21 22 Bernardino, State of California or the U.S. District Court for the Central District of California, 23 Riverside Division. The aforementioned choice of venue is intended by the parties to be 24 mandatory and not permissive in nature. 25 13. GOVERNING LAW. 26 This Agreement shall be governed by the laws of the State of California. 27 28 Exhibit"A" 5 14. SUCCESSORS AND ASSIGNS. 1 This Agreement shall be binding on and inure to the benefit of the parties to this 2 3 Agreement and their respective heirs,representatives, successors, and assigns. 4 15. HEADINGS. 5 The subject headings of the sections of this Agreement are included for the purposes of 6 convenience only and shall not affect the construction or the interpretation of any of its 7 provisions. 8 16. SEVERABILITY. 9 If any provision of this Agreement is determined by a court of competent jurisdiction to 10 11 be invalid or unenforceable for any reason, such determination shall not affect the validity or 12 enforceability of the remaining terms and provisions hereof or of the offending provision in any 13 other circumstance, and the remaining provisions of this Agreement shall remain in full force 14 and effect. 15 17. ENTIRE AGREEMENT; MODIFICATION. 16 This Agreement constitutes the entire agreement and the understanding between the 17 18 parties, and supersedes any prior agreements and understandings relating to the subject manner 19 of this Agreement. This Agreement may be modified or amended only by a written instrument 20 executed by all parties to this Agreement. 21 22 23 24 25 26 27 28 Exhibit"A" 6 1 VENDOR SERVICE AGREEMENT TEC OF CALIFORNIA INC. 2 3 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and 4 date set forth below. 5 6 Dated: 2010 Tee of California Inc. 7 By, 8 9 Dated 12010 CITY OF SAN BERNARDINO 10 11 By Charles E. McNeely, City Manager i 12 Approved as to Form: 13 By: 14 James F. Penman, City Attorney 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Exhibit "A" 7 VENDOR SERVICE AGREEMENT 1 This Vendor Service Agreement is entered into this 15th day of March 2010, by and 2 between Tec of California Inc. ("VENDOR") and the City of San Bernardino ("CITY" or`San 3 Bernardino"). 4 WITNESSETH: 5 WHEREAS, the Mayor and Common Council has determined that it is advantageous 6 7 and in the best interest of the CITY to contract for Authorized Volvo/GMC dealership parts and 8 supplies; and y WHEREAS, the City of San Bernardino did not solicit and accept quotes from 10 available vendors for Authorized Volvo/GMC dealership parts and supplies; and, 11 NOW,THEREFORE,the parties hereto agree as follows: 12 1. SCOPE OF SERVICES. 13 For the remuneration stipulated, San Bernardino hereby engages the services of 14 15 VENDOR to provide those products and services as set forth in this purchase agreement. 16 2. COMPENSATION AND EXPENSES. 17 a. For the services delineated above, the CITY, upon presentation of an invoice, shall C 18 pay the VENDOR up to the amount of$17,000.00. Purchase order not to exceed the 19 total amount of$37,000. 20 b. No other expenditures made by VENDOR shall be reimbursed by CITY. 21 22 3. TERM; TERMINATION. 23 The term of this agreement shall be from March 15, 2010 through June 30, 2010, with 24 three (3) one-year extensions at the City's option. Option year one, if exercised, shall be 25 effective July 1, 2010 through June 30, 2011. Option year two, if exercised, shall be effective 26 July 1, 2011 through June 30, 2012. Option year three, if exercised, shall be effective July 1, 27 2012 through June 30, 2013. 28 1 This Agreement may be terminated at any time by thirty (30) days prior written notice 1 by either party. The terms of this Agreement shall remain in force unless amended by written 2 agreement of the parties executed on or before date of expiration of current term of the 3 agreement. A 5 4. WARRANTY 6 Vendor expressly warrants that all products and services supplied to City by Vendor 7 under this Agreement shall conform to the specifications, drawings or other description upon 8 which this purchase is based, shall be fit and sufficient for the purpose intended, merchantable, 9 of good material and workmanship, free from defects and fee and clear of all liens or 10 encumbrances. Inspection, testing, acceptance or use of the goods by the City shall not affect 11 121 Vendor's obligations under this warranty, and such warranty shall survive inspection, testing, 1 13 acceptance and use. Vendor agrees to replace or correct promptly defects of any goods or 14 services not conforming to the foregoing warranty without expense to the City, when notified 15 of such non-conformity by City. If Vendor fails to correct the defects in or replace non- 16 conforming goods or services promptly, City may, after reasonable notice to Vendor, make 17 such corrections or effect cover, or cure, at Vendor's expense. "Reasonable notice" for 18 19 purposes of this section shall not be deemed to require more than 60 calendars days notice 20 before commencement of efforts by the City to effect cover or a cure except upon written 21 agreement of the Parties. 22 5. INDEMNITY. 23 Vendor agrees to and shall indemnify and hold the City, its elected officials, employees, 24 agents or representatives, free and harmless from all claims, actions, damages and liabilities of 25 any kind and nature arising from bodily injury, including death, or property damage, based or 26 27 asserted upon any or alleged act or omission of Vendor, its employees, agents, or 28 2 subcontractors, relating to or in any way connected with the accomplishment of the work or 1 performance of service under this Agreement, unless the bodily injury or property damage was 2 actually caused by the sole negligence of the City, its elected officials, employees, agents or 3 representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its 4 - own expense, including attorney's fees the City, its elected officials, employees, agents or 5 representatives from any and all legal actions based upon such actual or alleged acts or 6 7 omissions. Vendor hereby waives any and all rights to any types of express or implied 8 indemnity against the City, its elected officials, employees, agents or representatives, with 9 respect to third party claims against the Vendor relating to or in any way connected with the 10 accomplishment of the work or performance of services under this Agreement. 11 6. INSURANCE. 12 While not restricting or limiting the foregoing, during the term of this Agreement, 13 VENDOR shall maintain in effect policies of comprehensive public, general and automobile 14 15 liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory 16 worker's compensation coverage, and shall file copies of said policies with the CITY's Risk 17 Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an 18 additional named insured in each policy of insurance provided hereunder. The Certificate of 19 Insurance furnished to the CITY shall require the insurer to notify CITY of any change or 20 termination in the policy. Insurer shall give CITY 30 days notice prior to enactment and any 21 22 change or termination of policy. 23 7. NON-DISCRIMINATION. 24 In the performance of this Agreement and in the hiring and recruitment of employees, 25 VENDOR shall not engage in, nor permit its officers, employees or agents to engage in, 26 discrimination in employment of persons because of their race, religion, color, national origin, 27 28 3 ancestry, age, mental or physical disability, medical conditions, marital status, sexual gender or 1 sexual orientation, or any other status protected by law. 2 8. INDEPENDENT CONTRACTOR. 3 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 4 purposes VENDOR shall be an independent contractor and not an agent or employee of the 5 CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of 6 7 Income Tax, Social Security, State Disability Insurance Compensation, Unemployment 8 Compensation, and other payroll deductions for VENDOR and its officers, agents, and 9 employees, and all business licenses, if any are required, in connection with the services to be 10 performed hereunder. 11 9. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. 121 VENDOR warrants that it possesses or shall obtain, and maintain a business registration 13 14 certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, 15 qualifications, insurance and approval of whatever nature that are legally required of VENDOR 16 to practice its business or profession. 17 NOTICES. 18 Any notices to be given pursuant to this Agreement shall be deposited with the United 19 States Postal Service, postage prepaid and addressed as follows: 20 TO THE CITY: Public Services Director 21 300 North"D" Street 22 San Bernardino, CA 92418 Telephone: (909) 384-5140 23 1'O THE VENDOR: Tee of California Inc. 24 14085 Valley Blvd. Fontana, CA 92335-5288 25 Telephone: (909) 349-0200 26 Attn: General Manager 27 28 4 10. ATTORNEYS' FEES. 1 In the event that litigation is brought by any party in connection with this Agreement, 2 the prevailing party shall be entitled to recover from the opposing party all costs and expenses, 3 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of 4 its rights or remedies hereunder or the enforcement of any of the terms, conditions or 5 provisions hereof The costs, salary and expenses of the City Attorney and members of his 6 office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' 7 8 fees" for the purposes of this paragraph. g 11. ASSIGNMENT. 10 VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or 11 encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior 121 written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void 13 and shall constitute a breach of this Agreement and cause for the termination of this 14 15 Agreement. Regardless of CITY's consent,no subletting or assignment shall release VENDOR 16 of VENDOR's obligation to perform all other obligations to be performed by VENDOR 17 hereunder for the term of this Agreement. 18 12. VENUE. 19 The parties hereto agree that all actions or proceedings arising in connection with this 20 Agreement shall be tried and litigated either in the State courts located in the County of San 21 Bernardino, State of California or the U.S. District Court for the Central District of California, 22 23 Riverside Division. The aforementioned choice of venue is intended by the parties to be 24 mandatory and not permissive in nature. 25 13. GOVERNING LAW. 26 This Agreement shall be governed by the laws of the State of California. 27 28 5 14. SUCCESSORS AND ASSIGNS. 1 This Agreement shall be binding on and inure to the benefit of the parties to this 2 Agreement and their respective heirs,representatives,successors, and assigns. 3 4 15. HEADINGS. 5 The subject headings of the sections of this Agreement are included for the-purposes of 6 convenience only and shall not affect the construction or the interpretation of any of its 7 provisions. 8 16. SEVERABILITY. 9 If any provision of this Agreement is determined by a court of competent jurisdiction to 10 be invalid or unenforceable for any reason, such determination shall not affect the validity or it 12 enforceability of the remaining terms and provisions hereof or of the offending provision in any 13 other circumstance, and the remaining provisions of this Agreement shall remain in full force 14 and effect. 15 17. ENTIRE AGREEMENT; MODIFICATION. 16 This Agreement constitutes the entire agreement and the understanding between the 17 parties, and supercedes any prior agreements and understandings relating to the subject manner 18 19 of this Agreement. This Agreement may be modified or amended only by a written instrument 20 executed by all parties to this Agreement. 21 22 n/ 24 25 26 27 28 6 I 1 VENDOR SERVICE AGREEMENT TEC OF CALIFORNIA INC. 2 3 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and 4 date set forth below. 5 6 Dated: 2010 Tee of California Inc. 7 By: 8 9 Dated 12010 CITY OF SAN BERNARDINO 10 By: 11 Charles E. McNeely, City Manager 12 Approved as to Form: 13 By: 14 James F. Penman, City Attorney 15 16 17 18 19 20 21 22 23 24 25 26 27 28