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HomeMy WebLinkAbout29- City Manager CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL ACTION From: Charles McNeely, City Manager Subject: Resolution of the Mayor and Common Council authorizing the City Dept: City Manager's Office Manager to execute a Master Services Agreement by and between the Inland Date: July 15, 2009 Valley Development Agency and the City of San Bernardino for the provision of City services for the FY 2009/2010. M/CC Meeting Date: August 3, 2009 Synopsis of Previous Council Action: 1998 through 2008 — Mayor and Common Council annually adopt Resolution authorizing Master Services Agreements by and between the Inland Valley Development Agency and the City. Recommended Motion: Adopt resolution. Signatur Contact person: Adam Raymond, Phone: 5122 Management Analyst II Supporting data attached: Staff Report, Reso Agreement, Attachments. Ward: 1st FUNDING REQUIREMENTS: Amount: $162.790 in revenue to the City. Source: Finance: Council No a � ? 4L Agenda Item No. — Z9 CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL ACTION Staff Report SUBJECT: Resolution of the City of San Bernardino authorizing the execution of a Master Services Agreement by and between the Inland Valley Development Agency and the City for Fiscal Year 2009/2010. BACKGROUND: Each year, the City enters into a Master Services Agreement with Inland Valley Development Agency (IVDA) for provision of services at the former Norton Air Force Base, which now includes the San Bernardino International Airport. The first Master Services Agreement with the IVDA was signed in February of 1996. The most recent agreement concluded on June 30, 2009. In order for the City to continue providing services to the IVDA, it is necessary to approve the attached Master Services Agreement, which shall have an effective date of July 1, 2009, and terminate June 30, 2010. Due to the fact the implementation date of this Master Services has passed, the resolution ratifies any action taken from July 1, 2009 through the date this agreement is executed. Provisions of the Master Services Agreement include: Police: The City will provide the services of one police sergeant for supervision and management of the Office of Airport Security. The Sergeant will be responsible for recruiting, hiring, training, and supervising approximately fifty part-time security officers. The Agency shall compensate the City $81,395 for the Sergeant's services for each six-month period covered by this contract, totaling $162,790. This amount represents an increase of approximately 6% over the cost of providing the service in FY 08/09. Fire: Federal Aviation Regulations require the San Bernardino International Airport to furnish aircraft rescue/firefighting services as a condition of holding a Federal Aviation Administration operating certificate. In 2006, the Mayor and Common Council authorized the execution of a 5 year lease agreement with the airport leasing the City a fire station to provide services in support of aviation related activities of the airport. In March 2009, the Mayor and Common Council amended the contract, by extending the term of the agreement indefinitely, or until either party elects to terminate the lease agreement. The proposed Master Services Agreement states that the City shall provide all other fire related equipment, supplies and services to portions of the facility not covered in the 2006 lease agreement. This includes suppression and disaster response services needed to ensure that an adequate level of fire protection is available to the airport, as well as the local community. Additional Services: The proposed Agreement includes a provision regarding engineering services. At the discretion of the Director of Development Services, and based on availability, the City agrees to provide expedited engineering and inspection services to the Agency. Any commitment by the City to provide these services shall be subject to payment and/or reimbursement by the Agency to the City. This provision was not included in the 2008/2009 agreement. FINANCIAL IMPACT: The City shall be compensated $81,395 for each six months for the services of the Sergeant, for a total of$162,790 for FY 2009/2010. RECOMMENDATION: Adopt Resolution. I RESOLUTION NO. COPY 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE A MASTER 3 SERVICES AGREEMENT BY AND BETWEEN THE INLAND VALLEY DEVELOPMENT AGENCY AND THE CITY OF SAN BERNARDINO FOR 4 PROVISION OF CITY SERVICES FOR FISCAL YEAR 2009/2010. 5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE 6 CITY OF SAN BERNARDINO AS FOLLOWS: 7 SECTION 1. The City Manager of the City of San Bernardino is hereby authorized 8 9 and directed to execute on behalf of said City, a Master Services Agreement by and between 10 the Inland Valley Development Agency and the City of San Bernardino for the provision of 11 services for the San Bernardino International Airport for Fiscal Year 2009/2010. A copy of the 12 Master Services Agreement is attached hereto as Exhibit "A," and incorporated herein by 13 reference as though tally set forth. 14 SECTION 2. That the implementation date of the Agreement is July 1, 2009; 15 16 therefore, any action taken between July 1, 2009 and the date that this Resolution is adopted is 17 hereby ratified. 18 SECTION 3. This agreement is rescinded if the parties to the agreement fail to 19 execute it within one hundred twenty (120) days of the passage of this resolution. 20 21 22 23 /N 24 25 26 27 28c�9 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE A MASTER 2 SERVICES AGREEMENT BY AND BETWEEN THE INLAND VALLEY DEVELOPMENT AGENCY AND THE CITY OF SAN BERNARDINO FOR 3 PROVISION OF CITY SERVICES FOR FISCAL YEAR 2008/2009. 4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor 5 and Common Council of the City of San Bernardino at a meeting thereof, held on the 6 _day of , 2009, by the following vote, to wit: 7 Council Members: AYES NAYS ABSTAIN ABSENT 8 9 ESTRADA 10 BAXTER 11 BRINKER 12 SHORETT 13 KELLEY 14 JOHNSON 15 16 MC CAMMACK 17 18 City Clerk 19 The foregoing resolution is hereby approved this day of 2009. 20 21 Patrick J. Morris. Mayor 22 City of San Bernardino 23 Approved as to Form: 24 25 (ames F. Penman, ity Attorney 26 27 28 EXHIBIT "A" ,�- MASTER SERVICES AGREEMENT r This MASTER SERVICES AGREEMENT ("Agreement") is made and entered into as of the I' day of July, 2009 ("Effective Date"), by and between the INLAND VALLEY DEVELOPMENT-AGENCY, a public entity established pursuant to Government Code Section 6500,et seg.,for the joint exercise of powers("Agency")and the CITY OF SAN BERNARDINO, a charter city under the laws and Constitution of the State of California("City"). The Agency and the City hereby agree as follows: 1. Enactment of the Ciri The Agency hereby engages the City to provide the police sergeant and fie services described in Sections 2 and 3 of this Agreement, and the City hereby accepts such engagement and agrees to provide such services under this Agreement during the term specified in Section 6. 2. Police Sergeant Services 2.1 The City shall provide the services of one (1) police sergeant ("Sergeant") to the Agency for basic supervision and management of the Office of Airport Security. The City shall be the sole employer of the Sergeant who shall work at the direction of the Chief of Police of the City of San Bernardino or his or her designee. The Chief of Police or his designee, in his sole discretion, may allow the Sergeant to accept direction from the Executive Director of the San Bernardino International Airport Authority or his designee, as long as such direction is not inconsistent with all relevant federal, state and local laws and all relevant rules and regulations of the City Police Department. The Sergeant shall be available for all emergency training exercises as directed by the Executive Director or his or her designee. 1 2.2 The Sergeant shall be responsible for recruiting, hiring, determining appropriate training and limited in-house training, managing, scheduling and disciplining approximately fifty (50) part-time security officers. The activity shall be conducted in coordination with the Agency's Human Resources Department. The Sergeant shall also be responsible for initiating requests for and determining which equipment and supplies are to be used in connection with the performance of his and the part-time security officers' services. The City shall provide an automobile for use by the Sergeant in connection with the performance of his services under this Agreement. 2.3 The Sergeant's services shall be provided by the City on a forty (40) hour per week basis. The Sergeant's services shall commence on the Effective Date and shall continue until the termination date of the Agreement, unless otherwise modified by written agreement of the parties upon thirty (30) days prior written notice. Both parties understand and accept the importance of having coverage of the Sergeant's position and agree that it is in their mutual interest that the position not be vacant for long periods of time. Therefore, when a situation becomes apparent that will result in a lengthy vacancy in that position (e.g., vacation or injury of the Sergeant), the parties agree to meet to make arrangements to back-fill the position in the most cost and resource-effective manner. 2.4 Beginning July 1, 2009, the Agency shall compensate the City for the Sergeant's services in the amount of eight-one thousand, three hundred ninety five dollars ($81,395) for each six(6)month period covered by this contract. 2.5 It is understood that the City's police personnel may not have authority to respond in a Federal jurisdiction, and shall respond only in these areas in which they have authority. 3. Fire Services 3.1 Description of Services. The City shall provide all fire related services which are required to be performed by the Agency, including without limitation, fire suppression/detection systems, disaster responses, fire protection operations, fire protection technical services and fire protection training, which shall 2 include fire extinguishing training. The City shall also provide emergency response for structural fires, paramedic and life-threatening situations, and typical fire engine response services, including without limitation,fire hazardous waste spills and medical emergencies. The aircraft rescue firefighting response related services shall be provided by the City twenty-four (24) hours per day, seven (7) days per week on an emergency response and stand-by basis. All other fire related services shall be provided by the City twenty-four (24) hours per day, seven(7)days per week on an immediate basis, via 911. Non-emergency services will be on a call- in basis upon reasonable notice from the Agency. The services described in this Section 3.1 shall commence on the Effective Date and shall continue until the termination date of the Agreement, unless otherwise modified by the Agency or the City upon(30)days prior written notice. 3.2 The City shall require all prospective occupants of facilities to comply with the City's Municipal Code fire inspection provisions as a condition of occupying the facilities. 3.3 Aircraft Rescue Firefighting. Provision of apparatus, equipment and supplies for the performance of aircraft rescue firefighting is governed in a separate contract between City and the San Bernardino International Airport Authority (SBIAA), adopted by City of San Bernardino Resolution No. 2006-7 and amended by Resolution No. 2009-53. Copies of which are attached hereto as Attachment A and Attachment B and by this reference made a part hereof. 3.3.1 Fire Related Services Other than Aircraft Rescue. The City shall provide all necessary trucks, tools, equipment and supplies. Maintenance of trucks, tools, equipment and supplies shall be performed by the City,as needed. 4. Additional Services 4.1 Engineering Services. The City agrees to provide engineering and inspection services ("Services") to the Agency on an expedited basis, if available, upon the written request of the Agency. Such Services may be provided, at the option of the Director 3 of the Development Services Department or her designee, by either(i) appropriate City staff designated by said Director, or (ii) the use of a qualified engineering firm or other licensed civil engineer selected by said Director (the "Engineering Firm") to provide such Services. Any commitment by the City to provide such Services shall be subject to the payment and/or reimbursement by the Agency to the City for the actual costs incurred by either City staff or the Engineering Firm, in the manner as provided herein. At the discretion of the Director of the Development Services Department, the Agency may be required, on a per project basis, to deliver an initial deposit of funds to the City prior to City Staff or the Engineering Firm providing Services. The parties agree that the maximum amount of the fees for the performance of Services under this Section 4 (as further described herein) shall not exceed Seventy Five Thousand Dollars ($75,000.00); and, whereupon should this not to exceed amount be reached, no further Services shall be provided by the City. This section shall cover the period July 1, 2009 through June 30,2010. 5. Expenses and Payment of Invoices. Expenses arising from the provision of the police sergeant services will be invoiced per the monthly appropriations report. A copy of the monthly appropriations report will be attached to the invoice as supporting documentation and will be submitted on a monthly basis. The Agency shall reimburse the City upon receipt of an invoice and supporting documentation submitted by the City Finance Department. Once appropriate invoice(s) and proper documentation are submitted and accepted, invoices are to be paid within 30 days. If invoices are not paid within 30 days, interest will be charged on the outstanding amount at the Local Agency Investment Fund(LAIF)rate. 6. Personnel. All matters pertaining to the hiring, employment, supervision, compensation,promotion and discharge of its employees to perform hereunder are the responsibility of the City, which is, in all respects, the sole employer of such employees. The Agency is the sole employer of the security officers described in Section 2.2 hereof. The Agency may request that any person employed by the 4 City to perform police and fire services under this agreement no longer be permitted to perform such services. Such request of the Agency to the City shall be made in writing and shall specify the reasons therefore. City shall take action in responding to such request consistent with the personnel polices of the City and in the exercise of its sole discretion. 7. Term and Termination. This Agreement shall commence on July 1, 2009, and unless sooner terminated or extended by agreement of the City and the Agency in writing upon thirty (30) days prior written notice, and executed prior to date of termination, this Agreement shall terminate on June 30, 2010. 8. Indemnification and Insurance. 8.1 Indemnification. 8.1.1 The City shall defend (if requested by Agency), indemnify, save and hold harmless the Agency and its commissioners, officials, officers, employees and agents from all claims for loss or damage to property, including loss of use thereof, and injury to persons, resulting from its negligent performance of its obligations under this Agreement, as well as from any claims made by or on behalf of City's agents, servants, and/or employees arising out of their employment or work pertaining to the operations under this Agreement; moreover, the City shall at all times defend, indemnify and hold the Agency, its commissioners,officials, officers,employees and agents harmless from and against any and all liabilities, demand, claims, suits, losses, damages, causes of action, fines, or judgments, including costs, attorneys' and witnesses' fees, and expenses incident thereto, arising out of or in connection with the failure by the City to comply with all laws, ordinances or governmental regulations applicable to the City or the conduct of the City's business, including, without limitation, laws, ordinances or governmental regulations applicable to the use, storage, handling or disposal of petroleum products, hazardous materials or waste, or toxic substances. 8.1.2 The City is and will be an independent contractor at all times and in every respect and not the agent of the Agency. Nothing contained herein and no direction or notification 5 from the Agency or the Executive Director, to the City shall be construed so as to create a partnership,joint venture or Agency relationship between the parties hereto. 8.1.3 The Agency shall defend (if requested by City), indemnify, save and hold harmless the City and its commissioners, officials, officers, attorneys, employees and agents from all claims for loss or damage to property, including loss of use thereof, and injury to persons, resulting from the negligent performance of its obligations under this Agreement, as well as from any claims made by or on behalf of the Agency's agents, servants, and/or employees arising out of their employment or work pertaining to the operations under this Agreement; moreover,the Agency shall at all times defend, indemnify and hold the City, its commissioners, officials, officers, employees and agents.harmless from and against any and all liabilities, demand, claims, suits, losses, damages, causes of action, fines, or judgments, including costs, attorneys' and witnesses' fees, and expenses incident thereto, arising out of or in connection with the failure by the Agency to comply with all laws, ordinances or governmental regulations applicable to the Agency or the conduct of the Agency's business, including, without limitation, laws, ordinances or governmental regulations applicable to the use, storage, handling or disposal of petroleum products, hazardous materials or waste,or toxic substances. 8.1.4 The costs, salary and expenses of the City Attorney and members of his office in enforcing this contract on behalf of the City shall be considered as"attorney's fees"for the purposes of this paragraph. 8.2 Insurance. The City'shall purchase and maintain in effect, at its own expense, during the term of this Agreement insurance from insurers acceptable to the Agency protecting said City, the Agency, its commissioners, officers, employees and agents, against claims for bodily injury, including personal injury,property damage, including loss of use thereof,which may arise or be alleged to have arisen, from the City's activities in connection with the performance of this Agreement, whether such activities be of the City, the City's agent, or of anyone employed by the City. The types of insurance coverage as well as the amounts of such coverage shall be as follows: 4 6 i 8.2.1 The City shall furnish worker's compensation and employers' liability insurance as required by the laws of the State of California covering all persons employed by the City in the performance of the duties described herein. 8.2.2 The City shall provide public liability insurance coverage in the amounts of not less than $10,000,000 for property and $10,000,000 for the death or injury of one person and $5,000,000 for any one accident or casualty, covering the performance of the services herein ordered. 8.2.3 Within ten (10) days after the acceptance of this Agreement by the Agency, the City shall deliver to the Agency certificates of insurance evidencing that insurance has been purchased by the City as required in this Section 7.2.3 and copies of endorsements providing (i) thirty (30)days'written notice of cancellation,non-renewal, or reduction in coverage by the insurers to the Agency, and (ii) automobile liability and comprehensive general liability insurance shall include the Agency, its commissioners, officials, officers, employees, and agents as additional insureds. Said certificates of insurance and copies of endorsements shall be on file with the Agency at all times thereafter during the term of this Agreement. Failure of the City to provide the certificates of insurance or subsequent receipt by the Agency of a notice of cancellation of the insurance policy(ies) by the City's insurance company(ies) shall constitute a material breach of this Agreement and this Agreement may be terminated by the Agency upon written notice. All policies of insurance required and provided by the City under this Section 7.2 shall include, or be endorsed to provide, a waiver by the insurers of any rights of subrogation that the insurers may have at any time against the Agency, its commissioners, officials, officers, employees and agents. 8.2.4 Notwithstanding the foregoing, the City may substitute a bona fide self- insurance program for any of the insurance requirements indicated in this Section 8.2. The City shall provide the Agency with evidence of excess coverage upon written request. 8.2.5 The Agency shall purchase and maintain in effect, at its own expense,during the term of this Agreement insurance from insurers acceptable to the City protecting said Agency, the City, its commissioners, officers, employees and agents, against claims for bodily injury, including personal injury, property damage, including loss of use thereof, which may arise or be �M alleged to have arisen, from the Agency's activities in connection with the performance of this 7 Agreement, whether such activities be of the Agency, the Agency's agent, or of anyone employed by the Agency. The types of insurance coverage as well as the amounts of such coverage shall be as follows: 8.2.6 The Agency shall furnish worker's compensation and employers' liability insurance as required by the laws of the State of California covering all persons employed by the Agency in the performance of the duties described herein. 8.2.7 The Agency shall provide public liability insurance coverage in the amounts of not less than$10,000,000 for property and $10,000,000 for the death or injury of one person and $5,000,000 for any one accident or casualty, covering the performance of the services herein ordered. 8.2.8 Within ten (10) days after the acceptance of this Agreement by the City, the Agency shall deliver to the City certificates of insurance evidencing that insurance has been Gpurchased by the Agency as required in Section 7.2.7 and copies of endorsements providing (i) thirty(30)days' written notice of cancellation, non-renewal, or reduction in coverage by the insurers to the City, and(ii) automobile liability and comprehensive general liability insurance shall include the City, its commissioners, officials, officers, employees, and agents as additional insured. Said certificates of insurance and copies of endorsements shall be on file with the City at all times thereafter during the term of this Agreement. Failure of the Agency to provide the certificates of insurance or subsequent receipt by the City of a notice of cancellation of the insurance policy(ies) by the Agency's insurance company(ies) shall constitute a material breach of this Agreement and this Agreement may be terminated by the City upon written notice. All policies of insurance required and provided by the Agency under this Section 7.2 shall include, or be endorsed to provide, a waiver by the insurers of any rights of subrogation that the insurers may have at any time against the City, its commissioners, officials, officers, employees and agents. 8.2.9 Notwithstanding the foregoing, the Agency may substitute a bona fide self- insurance program for any of the insurance requirements indicated in this Section 8.2. The Agency shall provide the City with evidence of excess coverage upon written request. 8 9. Miscellaneous. 9.1 Notices. Any and all notices required or permitted to be given hereunder shall be in writing and shall be personally delivered or mailed by certified or registered mail, return receipt requested,postage prepaid,to the respective parties at the addresses indicated below: If to Agency: Inland Valley Development Agency 294 S. Leland Norton Way, Suite#1 San Bernardino, CA 92408 Attn: Executive Director If to City: City of San Bernardino 300 North 'D" Street San Bernardino,CA 92418 Attn: City Manager Rachel Clark,City Clerk With copies to: The City Department(s)to which the subject matter of the particular notice pertains. Any party may change its address by a notice given to the other parry in the manner set forth above. Any notice given personally shall be deemed to have been given upon service and any notice given by certified or registered mail shall be deemed to have been given on the third (3rd) business day after such notice is mailed. 9.2 Integration.tion. This Agreement supersedes all prior agreements and understandings between the parties relating to the subject matter hereof. Neither of the parties has relied upon any oral or written representation or oral or written information given to it by any representative of the other party. © 9.3 Severabilitv. If one or more of the provisions of this Agreement is hereafter declared invalid or unenforceable by judicial, legislative or administrative authority of competent 9 jurisdiction, the parties hereto agree that the invalidity or unenforceability of any of the provisions shall not in any way affect the validity or enforceability of any other provisions of this Agreement. 9.4 Amendment: Modification. No change or modification of the terms or provisions of this Agreement-shall be deemed valid unless in writing and signed by both parties subject to governmental approval, if required. 9.5 Governing Law. This Agreement shall be construed, interpreted and applied in accordance with the laws of the State of California. 9.6 Waiver. No waiver of any breach or default shall be construed as a continuing waiver of any provision or as a waiver of any other or subsequent breach of any provision contained in this Agreement. 9.7 Headings. The headings of Sections of this Agreement have been inserted for convenience of reference only and shall not affect the interpretation of any of the provisions of this Agreement. 9.8 Assignment. Neither party hereto shall assign, hypothecate, or otherwise transfer such party's rights hereunder, or delegate such party's duties hereunder, without the prior written consent of the other party hereto. 9.9 Renegotiation of the Agreement. The City and the Agency agree that needs may arise for which this Agreement is insufficient, and fiuther agree that effective services are mutually beneficial. Therefore, any provision of this Agreement may be re-opened and renegotiated as the needs to resolve new issues arise. Any such revised provisions shall be finalized in writing and approved by the Agency and the City. 10 MASTER SERVICES AGREEMENT WITH THE INLAND VALLEY DEVELOPMENT AGENCY FY 2009/2010 IN WITNESS WHEREOF,the parties have executed this Agreement as of the date first above written. INLAND VALLEY DEVELOPMENT AGENCY By: Executive Director SEAL l ATTEST: `�. By: Clerk of the Board CITY OF SAN BERNARDINO By: City Manager SEAL Approved as to Form: ATTEST: By: QCity Clerk James F.Penman, City Attorney 11 i r MASTER SERVICES AGREEMENT This MASTER SERVICES AGREEMENT ("Agreement") is.made and entered into as of the I' day of July, 2009 ("Effective Date"), by and between the INLAND VALLEY DEVELOPMENT-AGENCY, a public entity established pursuant to Government Code Section 6500, et gg., for the joint exercise of powers("Agency")and the CITY OF SAN BERNARDINO,a charter city under the laws and Constitution of the State of California("City"). The Agency and the City hereby agree as follows: 1. Enactment of the City The Agency hereby engages the City to provide the police sergeant and fire services described in Sections 2 and 3 of this Agreement, and the City hereby accepts such engagement and agrees to provide such services under this Agreement during the term specified in Section 6. 2. Police Sergeant Services 2.1 The City shall provide the services of one (1) police sergeant ("Sergeant') to the Agency for basic supervision and management of the Office of Airport Security. The City shall be the sole employer of the Sergeant who shall work at the direction of the Chief of Police of the City of San Bernardino or his or her designee. The Chief of Police or his designee, in his sole discretion, may allow the Sergeant to accept direction from the Executive Director of the San Bernardino International Airport Authority or his designee, as long as such direction is not inconsistent with all relevant federal, state and local laws and all relevant rules and regulations of the City Police Department. The Sergeant shall be available for all emergency training exercises as directed by the Executive Director or his or her designee. 1 2.2 The Sergeant shall be responsible for recruiting, hiring, determining appropriate training and limited in-house training, managing, scheduling and disciplining approximately fifty (50) part-time security officers. The activity shall be conducted in coordination with the Agency's Human Resources Department. The Sergeant shall also be responsible for initiating requests for and determining which equipment and supplies are to be used in connection with the performance of his and the part-time security officers' services. The City shall provide an automobile for use by the Sergeant in connection with the performance of his services under this Agreement. 2.3 The Sergeant's services shall be provided by the City on a forty(40) hour per week basis. The Sergeant's services shall commence on the Effective Date and shall continue until the termination date of the Agreement, unless otherwise modified by written agreement of the parties upon thirty (30) days prior written notice. Both parties understand and accept the importance of having coverage of the Sergeant's position and agree that it is in their mutual interest that the position not be vacant for long periods of time. Therefore, when a situation becomes apparent that will result in a lengthy vacancy in that position (e.g., vacation or injury of the Sergeant), the parties agree to meet to make arrangements to back-fill the position in the most cost and resource-effective manner. 2.4 Beginning July 1, 2009, the Agency shall compensate the City for the Sergeant's services in the amount of eight-one thousand, three hundred ninety five dollars ($81,395) for each six (6)month period covered by this contract. 2.5 It is understood that the City's police personnel may not have authority to respond in a Federal jurisdiction,and shall respond only in these areas in which they have authority. 3. Fire Services 3.1 Description of Services. The City shall provide all fire related services which are required to be performed by the Agency, including without limitation, fire suppression/detection systems, disaster responses, fire protection operations, fire protection technical services and fire protection training, which shall 2 include fire extinguishing training. The City shall also provide emergency response for structural fires, paramedic and life-threatening situations, and typical fire engine response services, including without limitation, fire hazardous waste spills and medical emergencies. The aircraft rescue firefighting response related services shall be provided by the City twenty-four (24) hours per day, seven (7) days per week on an emergency response and stand-by basis. All other fire related services shall be provided by the City twenty-four (24) hours per day, seven(7)days per week on an immediate basis, via 911. Non-emergency services will be on a call- in basis upon reasonable notice from the Agency. The services described in this Section 3.1 shall commence on the Effective Date and shall continue until the termination date of the Agreement, unless otherwise modified by the Agency or the City upon(30)days prior written notice. 3.2 The City shall require all prospective occupants of facilities to comply with the City's Municipal Code fire inspection provisions as a condition of occupying the facilities. �✓ 3.3 Aircraft Rescue Firefi hg tine. Provision of apparatus, equipment and supplies for the performance of aircraft rescue firefighting is governed in a separate contract between City and the San Bernardino International Airport Authority (SBIAA), adopted by City of San Bernardino Resolution No. 2006-7 and amended by Resolution No. 2009-53. Copies of which are attached hereto as Attachment A and Attachment B and by this reference made a part hereof. 3.3.1 Fire Related Services Other than Aircraft Rescue. The City shall provide all necessary trucks, tools, equipment and supplies. Maintenance of trucks, tools, equipment and supplies shall be performed by the City,as needed. 4. Additional Services 4.1 Engineering Services. The City agrees to provide engineering and inspection services ("Services") to the Agency on an expedited basis, if available, upon the written request of the Agency. Such Services may be provided, at the option of the Director 3 of the Development Services Department or her designee,by either(i) appropriate City staff designated by said Director, or (ii) the use of a qualified engineering firm or other licensed civil engineer selected by said Director (the "Engineering Firm") to provide such Services. Any commitment by the City to provide such Services shall be subject to the payment and/or reimbursement by the Agency to the City for the actual costs incurred by either City staff or the Engineering Firm, in the manner as provided herein. At the discretion of the Director of the Development Services Department, the Agency may be required, on a per project basis, to deliver an initial deposit of funds to the City prior to City Staff or the Engineering Firm providing Services. The parties agree that the maximum amount of the fees for the performance of Services under this Section 4 (as further described herein) shall not exceed Seventy Five Thousand Dollars ($75,000.00); and, whereupon should this not to exceed amount be reached, no further Services shall be provided by the City. This section shall cover the period July 1,2009 through June 30,2010. 5. Expenses and Payment of Invoices. Expenses arising from the provision of the police sergeant services will be invoiced per the monthly appropriations report. A copy of the monthly appropriations report will be attached to the invoice as supporting documentation and will be submitted on a monthly basis. The Agency shall reimburse the City upon receipt of an invoice and supporting documentation submitted by the City Finance Department. Once appropriate invoice(s) and proper documentation are submitted and accepted, invoices are to be paid within 30 days. If invoices are not paid within 30 days, interest will be charged on the outstanding amount at the Local Agency Investment Fund(LAIF)rate. 6. Personnel. All matters pertaining to the hiring, employment, supervision, compensation,promotion and discharge of its employees to perform hereunder are the responsibility of the City, which is, in all respects, the sole employer of such employees. The Agency is the sole employer of the security officers described in Section 2.2 hereof. The Agency may request that any person employed by the 4 City to perform police and fire services under this agreement no longer be permitted to perform such services. Such request of the Agency to the City shall be made in writing and shall specify the reasons therefore. City shall take action in responding to such request consistent with the personnel polices of the City and in the exercise of its sole discretion. 7. Term and Termination. This Agreement shall commence on July 1, 2009, and unless sooner terminated or extended by agreement of the City and the Agency in writing upon thirty (30) days prior written notice, and executed prior to date of termination,this Agreement shall terminate on June 30, 2010. 8. Indemnification and Insurance. 8.1 Indemnification. 8.1.1 The City shall defend (if requested by Agency), indemnify, save and hold harmless the Agency and its commissioners, officials, officers, employees and agents from all claims for loss or damage to property, including loss of use thereof, and injury to persons, resulting from its negligent performance of its obligations under this Agreement, as well as from any claims made by or on behalf of City's agents, servants, and/or employees arising out of their employment or work pertaining to the operations under this Agreement; moreover, the City shall at all times defend, indemnify and hold the Agency, its commissioners, officials,officers,employees and agents harmless from and against any and all liabilities, demand, claims, suits, losses, damages, causes of action, fines, or judgments, including costs, attorneys' and witnesses' fees, and expenses incident thereto, arising out of or in connection with the failure by the City to comply with 'all laws, ordinances or governmental regulations applicable to the City or the conduct of the City's business, including, without limitation, laws, ordinances or governmental regulations applicable to the use, storage, handling or disposal of petroleum products, hazardous materials or waste, or toxic substances. p8.1.2 The City is and will be an independent contractor at all times and in every respect and not the agent of the Agency. Nothing contained herein and no direction or notification 5 from the Agency or the Executive Director to the City shall be construed so as to create a partnership,joint venture or Agency relationship between the parties hereto. 8.1.3 The Agency shall defend (if requested by City), indemnify, save and hold harmless the City and its commissioners, officials, officers, attorneys, employees and agents from all claims for loss or damage to property, including loss of use thereof, and injury to persons, resulting from the negligent performance of its obligations under this Agreement, as well as from any claims made by or on behalf of the Agency's agents, servants, and/or employees arising out of their employment or work pertaining to the operations under this Agreement; moreover,the Agency shall at all times defend, indemnify and hold the City, its commissioners, officials, officers, employees and agents harmless from and against any and all liabilities, demand, claims, suits, losses, damages, causes of action, fines, or judgments, including costs, attorneys' and witnesses' fees, and expenses incident thereto, arising out of or in connection with the failure by the Agency to comply with all laws, ordinances or governmental regulations applicable to the Agency or the conduct of the Agency's business, including, without limitation, laws, ordinances or governmental regulations applicable to the use, storage, handling or disposal of petroleum products, hazardous materials or waste,or toxic substances. 8.1.4 The costs, salary and expenses of the City.Attorney and members of his office in enforcing this contract on behalf of the City shall be considered as "attorney's fees" for the purposes of this paragraph. 8.2 Insurance. The City shall purchase and maintain in effect, at its own expense, during the term of this Agreement insurance from insurers acceptable to the Agency protecting said City, the Agency, its commissioners, officers, employees and agents, against claims for bodily injury, including personal injury, property damage, including loss of use thereof, which may arise or be alleged to have arisen, from the City's activities in connection with the performance of this Agreement, whether such activities be of the City, the City's agent, or of anyone employed by the City. The types of insurance coverage as well as the amounts of such coverage shall be as follows: 6 8.2.1 The City shall furnish workers compensation and employers' liability insurance as required by the laws of the State of California covering all persons employed by the City in the performance of the duties described herein. 8.2.2 The City shall provide public liability insurance coverage in the amounts of not less than $10,000,000 for property and $10,000,000 for the death or injury of one person and $5,000,000 for any one accident or casualty, covering the performance of the services herein ordered. 8.2.3 Within ten (10) days after the acceptance of this Agreement by the Agency, the City shall deliver to the Agency certificates of insurance evidencing that insurance has been purchased by the City as required in this Section 7.2.3 and copies of endorsements providing (i) thirty(30)days'written notice of cancellation,non-renewal, or reduction in coverage by the insurers to the Agency, and (ii) automobile liability and comprehensive general liability insurance shall include the Agency, its commissioners, officials, officers, employees, and agents as additional insureds. Said certificates of insurance and copies of endorsements shall be on file with the Agency at all times thereafter during the term of this Agreement. Failure of the City to provide the .. certificates of insurance or subsequent receipt by the Agency of a notice of cancellation of the insurance policy(ies) by the City's insurance company(ies) shall constitute a material breach of this Agreement and this Agreement may be terminated by the Agency upon written notice. All policies of insurance required and provided by the City under this Section 7.2 shall include, or be endorsed to provide, a waiver by the insurers of any rights of subrogation that the insurers may have at any time against the Agency,its commissioners, officials, officers, employees and agents. 8.2.4 Notwithstanding the foregoing, the City may substitute a bona fide self- insurance program for any of the insurance requirements indicated in this Section 8.2. The City shall provide the Agency with evidence of excess coverage upon written request. 8.2.5 The Agency shall purchase and maintain in effect, at its own expense,during the term of this Agreement insurance from insurers acceptable to the City protecting said Agency, the City, its commissioners, officers, employees and agents, against claims for bodily injury, including personal injury, property damage, including loss of use thereof, which may arise or be alleged to have arisen, from the Agency's activities in connection with the performance of this 7 Agreement, whether such activities be of the Agency, the Agency's agent, or of anyone employed by the Agency. The types of insurance coverage as well as the amounts of such coverage shall be as follows: 8.2.6 The Agency shall furnish worker's compensation and employers' liability insurance as required by the laws of the State of California covering all persons employed by the Agency in the performance of the duties described herein. 8.2.7 The Agency shall provide public liability insurance coverage in the amounts of not less than$10,000,000 for property and $10,000,000 for the death or injury of one person and $5,000,000 for any one accident or casualty, covering the performance of the services herein ordered. 8.2.8 Within ten (10) days after the acceptance of this Agreement by the City, the Agency shall deliver to the City certificates of insurance evidencing that insurance has been purchased by the Agency as required in Section 7.2.7 and copies of endorsements providing (i) ti.. thirty(30)days'written notice of cancellation,non-renewal, or reduction in coverage by the insurers to the City, and(ii) automobile liability and comprehensive general liability insurance shall include the City, its commissioners, officials, officers, employees, and agents as additional insured. Said certificates of insurance and copies of endorsements shall be on file with the City at all times thereafter during the term of this Agreement. Failure of the Agency to provide the certificates of insurance or subsequent receipt by the City of a notice of cancellation of the insurance policy(ies) by the Agency's insurance company(ies) shall constitute a material breach of this Agreement and this Agreement may be terminated by the City upon written notice. All policies of insurance required and provided by the Agency under this Section 7.2 shall include,or be endorsed to provide, a waiver by the insurers of any rights of subrogation that the insurers may have at any time against the City,its commissioners, officials, officers,employees and agents. 8.2.9 Notwithstanding the foregoing, the Agency may substitute a bona fide self- insurance program for any of the insurance requirements indicated in this Section 8.2. The Agency shall provide the City with evidence of excess coverage upon written request. 8 9. Miscellaneous. 9.1 Notices. Any and all notices required or permitted to be given hereunder shall be in writing and shall be personally delivered or mailed by certified or registered mail, return receipt requested,postage prepaid,to the respective parties at the addresses indicated below: If to Agency: Inland Valley Development Agency 294 S. Leland Norton Way, Suite#1 San Bernardino,CA 92408 Attn: Executive Director If to City: City of San Bernardino 300 North "D" Street San Bernardino,CA 92418 Attn: City Manager Rachel Clark,City Clerk With copies to: The City Department(s)to which the subject matter of the particular notice pertains. Any party may change its address by a notice given to the other party in the manner set forth above. Any notice given personally shall be deemed to have been given upon service and any notice given by certified or registered mail shall be deemed to have been given on the third (3rd) business day after such notice is mailed. 9.2 Integration. This Agreement supersedes all prior agreements and understandings between the parties relating to the subject matter hereof. Neither of the parties has relied upon any oral or written representation or oral or written information given to it by any representative of the other party. 9.3 Severabilitv. If one or more of the provisions of this Agreement is hereafter declared invalid or unenforceable by judicial, legislative or administrative authority of competent 9 jurisdiction, the parties hereto agree that the invalidity or unenforceability of any of the provisions shall not in any way affect the validity or enforceability of any other provisions of this Agreement. 9.4 Amendment: Modification. No change or modification of the terms or provisions of this Agreement-shall be deemed valid unless in writing and signed by both parties subject to governmental approval, if required. 9.5 Governing Law. This Agreement shall be construed, interpreted and applied in accordance with the laws of the State of California. 9.6 Waiver. No waiver of any breach or default shall be construed as a continuing waiver of any provision or as a waiver of any other or subsequent breach of any provision contained in this Agreement. 9.7 Headings. The headings of Sections of this Agreement have been inserted for convenience of reference only and shall not affect the interpretation of any of the provisions of this Agreement. 9.8 Assignment. Neither party hereto shall assign, hypothecate, or otherwise transfer such party's rights hereunder, or delegate such party's duties hereunder, without the prior written consent of the other party hereto. 9.9 Renegotiation of the Agreement. The City and the Agency agree that needs may arise for which this Agreement is insufficient, and further agree that effective services are mutually beneficial. Therefore, any provision of this Agreement may be re-opened and renegotiated as the needs to resolve new issues arise. Any such revised provisions shall be finalized in writing and approved by the Agency and the City. 10 MASTER SERVICES AGREEMENT WITH THE INLAND VALLEY DEVELOPMENT AGENCY FY 2009/2010 IN WITNESS WHEREOF,the parties have executed this Agreement as of the date first above written. INLAND VALLEY DEVELOPMENT AGENCY By: Executive Director SEAL ATTEST: By: Clerk of the Board CITY OF SAN BERNARDINO By: City Manager SEAL Approved as to Form: ATTEST: By. i City Clerk ar{ies R Penman,City Attorney I1 Attachment A 1 RESOLUTION NO. 2006-7 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN 3 BERNARDINIO AUTHORIZING THE CITY OF SAN BERNARDINO TO RENEW THE 4 LEASE AGREEMENT WITH THE SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY TO PROVIDE AIRCRAFT RESCUE AND FIRE FIGHTING SERVICES AT 5 THE SAN BERNARDINO INTERNATIONAL AIRPORT. 6 WHEREAS, the City of San Bernardino ("City") is a municipal corporation and charter city 7 organized and existing pursuant to the constitution of the State of California; and 8 WHEREAS, the San Bernardino Intemational Airport Authority ("SBIAA"), a joint powers 9 10 authority organized pursuant to California Government Code Section 6500, et sue., has the right of I I possession of certain property located at the San Bernardino Intemational Airport (the "Airport") 12 pursuant to a lease between the Secretary of the Air Force on behalf of the United States and the 13 SBIAA dated January 18, 1994 which includes the building commonly known as Building No. 680; 14 and 15 WHEREAS, in 1999 the City and SBIAA entered into an agreement for the lease of certain 16 portions of Building No. 680 pursuant to Resolution No. 1999-20 and desire to continue to lease 17 portions of Building No. 680 for use as an aircraft fire crash rescue facility for the benefit of the 18 aviation related activities of the SBIAA, local fire fighters, and the public benefit of the community; 19 and 20 WHEREAS, the parties also desire that the City continue to provide aircraft fire crash rescue 21 22 services to the Airport and the SBIAA, fire training services and facilities, and additional structural 23 fire emergency response and other life safety and paramedic services established by their previous 24 agreement. 25 26 27 28 1 2006-7 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINIO AUTHORIZING THE CITY OF SAN BERNN'ARDINO TO RENEW THE 2 LEASE AGREEMENT WITH THE SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY TO PROVIDE AIRCRAFT RESCUE AND FIRE FIGHTING SERVICES AT 3 THE SAN BERNARDINO INTERNATIONAL AIRPORT. 4 5 NOW, THEREFORE BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 6 7 SECTION 1. The City and SBIAA wish to renew their agreement for certain fire fighting 8 services; 9 SECTION 2. The Lease Agreement with the SBIAA, in the form attached hereto as Exhibit 10 "A" and incorporated herein by this reference(the"Lease"), is hereby approved. 11 SECTION 3. The Mayor is hereby authorized to execute the Lease on behalf of the City in 12 substantially the form attached hereto, together with such changes therein as the City Fire Chief may 13 recommend as being in the best interest of the emergency fire protection services of the City. The 14 effectiveness of the Lease shall be conclusively evidenced by the signature of the Mayor upon the 15 complete execution of the Lease by all other parties. The Mayor is further authorized to do any and 16 all things and take any and all actions as may be deemed necessary or advisable to effectuate the 17 Lease;provided however, the Lease shall be fully executed by all parties. 18 SECTION 4. Said agreement will be to lease Building No. 680 for aircraft rescue and fire 19 fighting services. Said services will be provided at the Airport, located in Building No. 680; 20 SECTION 5. The term of the Agreement is from February 4, 2004 through February 4, 2009; 21 therefore, any action taken between February 4, 2004 and the date that the agreement is executed is 22 hereby ratified. 23 SECTION 6. The authorization to execute the above referenced Agreement is rescinded if it 24 is not executed within sixty(60) days of the passage of this resolution. 25 /llI 26 21 28 //// 2 2006-7 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDMO AUTHORIZING THE CITY OF SAN BERNARDINO TO RENEW THE 2 LEASE AGREEMENT WITH THE SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY TO PROVIDE AIRCRAFT RESCUE AND FIRE FIGHTING SERVICES AT 3 THE SAN BERNARDINO INTERNATIONAL AIRPORT. 4 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 ajolnt re zular.meeting thereof, held on 7 the 9th day of January 2006 by the following vote, to wit: 8 Council Members: AYES NAYS ABSTAIN ABSENT 9 10 ESTRADA x ]1 LONGVILLE x 12 MCGINNIS x 13 DERRY. x 14 KELLEY x 15 JOHNSON x 16 MCCAMMACK x 17 18 Rac el G. Clark, City Clerk 19 20 The foregoing resolution is hereby approved this day of January 2006. 21 22 It lalles, Mayor 23 ty of San Bernardino 24 Approved as to form and legal content: 25 James F. Penman 26 City tomey 27 By: 28 3 LEASE AGREEMENT THIS LEASE AGREEMENT is made this � day of l t 2005, by and between the City of San Bernardino, a municipal corporation being a charter city existing pursuant to the Constitution and laws of the State of California (the "City"), and the San Bernardino International Airport Authority, a joint exercise of powers authority established pursuant to Government Code Section 6500, et seq. (the "SBIAA"). W ITNESSETH WHEREAS, the SBIAA has the right of possession of certain property depicted on Exhibit "A" (the "Airport") pursuant to a Master Lease by and between the SBIAA with the United States Air Force, including a portion thereof which has situated thereon a fire station suitable for maintaining an aircraft fire crash rescue operation (the "Fire Station" as additionally depicted on Exhibit`B") in support of the aviation related activities of the SBIAA; and . WHEREAS, the City desires to lease portions of the Fire Station from the SBIAA and use the Fire Station as an aircraft fire crash rescue facility and provide the type and level of services described herein, and the SBIAA is agreeable to lease portions of the Fire Station to the City for the benefit of the aviation related activities of the SBIAA upon the Airport and for the additional public benefit of the community. NOW, THEREFORE, THE CITY AND THE SBIAA HEREBY AGREE AS FOLLOWS: Section 1. Leased Premises. (a) The SBIAA leases to the City, and the City leases from the SBIAA, portions of that certain building known as Building No. 680 on the Airport and further described as the Fire Station as set forth on Exhibit `B", inclusive of the Common Area as defined below but exclusive of the Excluded Areas as defined below (the Fire Station, exclusive of the Excluded Areas but inclusive of the adjacent parking areas, the Common Area and other areas depicted on said Exhibit `B" shall be considered herein as the "Leased Premises"). This lease for the Leased Premises portion of the Fire Station shall include (i) the Fire Station exclusive of the Excluded Area, (ii) the adjacent parking area to the south of the Fire Station for six (6) passenger vehicles located within the secured fence line area which shall be available for the exclusive use of the City for the parking of passenger vehicles only (the "On-Site Parking"), and (iii) the other concrete paved areas within an approximately 40 foot radius surrounding that portion of the Fire Station enclosed by the secured fence line area of the Fire Station, including the refuse container area and the electric generator, all as further depicted in said Exhibit `B" The City shall also have the right to use the Common Area on a non-exclusive basis together with the tenants and the business guests and invitees of the tenants occupying the Excluded Areas. (b) The Leased Premises as described in said Exhibit `B" shall specifically exclude (i) that portion of the office areas of the Fire Station which will be separately leased by JAdata�sbiwNJmes\sb city fire station lease 060105 the SBIAA, or otherwise reserved by the SBIAA, for use and occupancy by the U.S. Customs Service and the Airport Security of the Inland Valley Development Agency and the SBIAA, and (ii) the HVAC Mechanical Room and the Electrical Room as depicted on Exhibit `B" (the "Excluded Areas"). The lessees and all occupants and tenants of the Excluded Areas shall have the exclusive right to use not to exceed nine (9) of the designated public parking spaces at the location depicted on Exhibit `B" and shall have the right to use, in common with the City, the other common area facilities including restrooms, kitchen areas and entrances and exits as depicted on Exhibit"A" (the"Common Area"). (c) The City shall not allow to be parked, and all personnel of the City occupying the Leased Premises shall not park, any vehicles and apparatus within the Leased Premises except within (i)the area designated as the On-Site Parking for passenger vehicles only and (ii) the service bays portion of the Fire Station for all other vehicles and apparatus; provided, however, that the three (3) items of apparatus of SBIAA described in Section 8 hereof shall have priority of parking in two such service bays. All other vehicles of the City shall be parked within the public parking areas located adjacent to the Fire Station within public access areas of the Fire Station or in other public parking lots in the vicinity of the Fire Station. Section 2. Term. The term of this Lease Agreement shall commence as of the effective date hereof and shall remain in effect and subject to the Termination provision under Section 4 as provided herein. The City shall be entitled to assume possession and the use and occupancy of the Leased Premises immediately upon the effective date of this Lease Agreement whether or not the SBIAA shall have completed all necessary and desirable improvements, modifications and repairs to the Fire Station. Section 3. Lease Payment . The annual rent payable by the City to the SBIAA pursuant to this Lease Agreement shall be deemed to be equal to one dollar ($1.00)per year in addition to the provision of in-kind aircraft fire crash rescue services to be provided by the City through the San Bernardino Fire Department for the Airport during the Initial Term hereof and any Extended Term for which this Lease Agreement may then be in full force and effect. Section 4. Termination. This Lease Agreement may be terminated by either the City or the SBIAA at any time without cause and without any stated reason upon delivery of at least ninety (90) days' written notice to the other party in the manner required for the delivery of notices pursuant to Section 13 hereof. This Lease Agreement shall then be effectively terminated as of the date to be set forth in the notice of termination as may be timely delivered by the party seeking to so terminate this Lease Agreement. `` J:\data\sbiaa\Juw sb city fire station lease 060105 i i Section 5. Use of Leased Premises. The City may use the Fire Station and the Leased Premises for the purpose of providing (i) aircraft fire crash rescue services to the Airport and the SBIAA, (ii) such additional levels of structural fire, emergency response and other life safety and paramedic services as the City may determine at its sole option based upon demonstrated need and availability of personnel, financial resources and equipment of the City, and (iii) fire training services and facilities for the benefit of the Airport and the City fire fighters. Parking for vehicles and apparatus of the City shall be restricted to the locations as set forth in Section 1(c) hereof. Section 6. Acceptance of Leased Premises; Improvements. The City agrees that it shall utilize qualified City personnel to inspect the Fire Station prior to assuming actual possession thereof and shall report in writing to the SBIAA as to any physical deficiencies in the major components set forth in the next succeeding sentence to be cured by the SBIAA prior to such possession by the City. The City shall assume actual possession of the Fire Station and the Leased Premises upon confirmation by the City and the SBIAA that the following set forth major components are in a safe and working condition: the HVAC; availability and functioning of all utilities; roof and other structural components are in a sound condition; all pedestrian doors and overhead garage doors are confirmed by the City to be operational. The SBIAA shall have no obligation to cause to be made any structural change, improvement, modification, alteration or addition to the Fire Station except to ensure the �+L working condition of the previously set forth items. The SBIAA shall not be obligated for VV compliance with any other occupancy requirements that may be imposed upon the City, including, but not limited to, access by disabled persons and earthquake structural safety. The City may at its own expense and with the prior written approval of the SBIAA cause to be made i any structural or non-structural changes, improvements, modifications, alterations or additions as may better adapt the use of the Fire Station to the requirements of the City for aircraft fire crash rescue purposes and for providing structural fire, emergency response and other life safety and paramedic services as the City may determine at its sole option. Section 7. Equipment Provided by the Parties. (a) The SBIAA agrees that the following three (3) items of apparatus shall be the only apparatus furnished by the SBIAA to the City during the Term of this Lease Agreement: Description of P-20 Rapid Aircraft Rescue Fire Fighting Vehicle P-4 1500 Gallon Aircraft Rescue Fire Fi hg tins Vehicle E-One 1500 Gallon Aircraft Rescue Fire Fighting Vehicle The SBIAA, and not the City, shall be responsible for the replacement and upgrade of such enumerated apparatus from such funds as the SBIAA may have available for such purposes to ' % JAdats\sbiaa\imc&\sb city fire station lease 060105 maintain such ratings and certifications as required by the Federal Aviation Administration with respect to the Airport. (b) The SBIAA shall continue to utilize either the County of San Bernardino Vehicle Maintenance Facilities or any other private or governmental repair facilities capable of repairing, servicing and providing routine tune-ups and other similar maintenance functions to the apparatus including, but not limited to, battery replacements, brake service, fire repair and replacement, engine repairs and drive train replacement. The SBIAA shall also have the responsibility and obligation to provide any additional equipment or other appurtenant materials or supplies that may be required to cause said apparatus to be or continue to remain in an operational state at any time in addition to the obligation of the SBIAA to properly maintain and repair the apparatus. (c) The City agrees at it sole expense to undertake minor in-station maintenance of the SBIAA apparatus as may be capable of being performed at the Fire Station by fire fighting personnel at a cost not to exceed a total annual cost of$1,000. The City further agrees to provide all other personal fire fighting equipment, supplies, hoses, nozzles, ladders, axes and other ancillary equipment as may be needed under the circumstances in addition to those items required to be provided by the SBIAA on each fully equipped aircraft firefighting and crash rescue apparatus. Section 9. Repairs and Maintenance. (a) The SBIAA shall provide adequate maintenance and security for the Fire Station at the same times and in the same manner as is generally provided by the SBIAA with respect to other occupied buildings and structure as owned by the SBIAA within the secured and fence enclosed areas only within the Airport areas of the properties under the control of the SBIAA. The SBIAA shall, at its own expense, maintain and keep that portion of the premises of the Fire Station from the external walls to the boundary line designated on Exhibit "A" and all external doors, overhead doors, HVAC system, adjacent sidewalls, roof and exterior walls and concrete access areas adjacent to the Fire Station in a safe and maintained condition. (b) The City shall be responsible for the cleaning, interior painting, sweeping and maintenance of all exterior areas of the Fire Station including structural exterior walls and concrete access areas adjacent to both the Fire Station and the Leased Premises and including the refuse container area. The City shall, at its own expense, maintain and keep the interior walls, electrical and utilities, plumbing, living quarters and furnishings and appliances, interior passage doors and windows within the exterior walls of the entire Fire Station in a safe and maintained condition. The City shall at its own cost and expense provide for the janitorial and maintenance either through City personnel, fire fighters on-duty at the Fire Station or through private service providers. The City's area of janitorial responsibility excludes areas leased to other entities by the SBIAA. SBIAA is responsible for cleaning the front hallway and front restroom and the City and SBIAA are jointly responsible for the kitchen based on their individual usage of that area each week. ):Wata\sbiaa\Icwcs\sb city fin station lease 060105 Section IO.Utilities. (a) The SBIAA shall make available, or cause to be made available to the Fire Station, adequate connections and service lines for the provision of all utilities, including water, sewer, cable television service, telephone, gas, refuse collection and electricity for the Fire Station. The City shall be required to obtain directly for its own account such level of service as required by the City for telephone, cable television and other computer access lines (the "City Utility Services") and shall pay for all such City Utility Services directly to the applicable utility provider. The SBIAA shall continue to be billed for all other utility services including specifically gas, refuse collection, water and sewer and electrical service (the "SBIAA Utility Services"). The City shall not be required to pay for any of the SBIAA Utility Services until such time as the City either maintains a full-time presence at the Fire Station or utilizes the Fire Station for fire fighting and training purposes beyond the limited scope contemplated by this Agreement. At such later date, the parties may determine that the City shall be invoiced monthly by the SBIAA in a fair and equitable manner based upon the hours and days of usage of the Leased Premises portion of the Fire Station by the City as compared to the hours and days of usage of any other portion of the Fire Station by either the SBIAA or any other tenants of the SBIAA. (b) The City shall pay such separately metered usage charges and connection fees for all City Utility Services directly to the governmental Agency or such other State or federally regulated public utility company providing any of such City Utility Services to the Fire Station. In addition, the City and not the SBIAA shall be responsible for any upgrades and repairs and replacements or additional utility services or additional levels of utility services than is provided as of the effective date of this Lease Agreement, regardless of whether such is considered as the City Utility Services or as the SBIAA Utility Services. Section I I.Rem oval of Equipment and Personal Pronert v. (a) The City shall, upon the expiration or termination of this Lease Agreement and for a period of time not to exceed fourteen (14) days thereafter, have the right to remove all furniture, movable equipment and other items of personal property that are not considered as fixtures and additions to the Fire Station. Nothing shall be removed by the City which is in any manner affixed or attached to the floors or walls and the removal of which would render the Fire Station less usable or would cause damage to any walls, floors, ceilings or windows. (b) Any personal property or other equipment that is placed in the Leased Premises by the SBIAA pursuant to an inventory list delivered to the City shall remain the personal property of the SBIAA unless ownership thereof is otherwise specifically transferred by the SBIAA to the City by appropriate written instrument. Section 12.Destruction of Leased Premises. If during the term hereof the Leased Premises are damaged or destroyed by fire or other casualty, neither party shall have any obligation to repair any portion of the Leased Premises and this Lease Agreement shall be subject to immediate termination effective upon 1:\data\sbiaa\Ieascs\sb city fire station lease 060105 receipt of notice of termination delivered by the terminating party to the other party; provided, however, that the City shall have the right, but not the obligation, to repair the Leased Premises to the extent necessary to continue in possession of the Leased Premises for the remainder of the then current term of this Lease Agreement. Section 13.Notices. Any and all notices required or permitted to be given hereunder shall be in writing and shall be (i) personally delivered, or (ii) mailed certified or registered mail, via United States Postal Service, return receipt requested, postage prepaid, or (iii) delivered by express delivery service or messenger service,or(iv)dispatched through other electronic means or by verified fax transmission,to the respective parties at the addresses indicated below: If to the SBIAA: San Bernardino International Airport Authority 294 South Leland Norton Way Suite#I San Bernardino, CA 92408 Attn: Executive Director Tel: 909-382-4100 Fax: 909-382-4106 If to the City: City of San Bernardino Fire Department 200 East Third Street San Bernardino, CA 92410 Attn: Larry Pitzer,Fire Chief Tel: 909-384-5286 Fax: 909-384-5281 Any party may change its address by delivery of notice to the other party in the manner as set forth above. Section 14.Amendments. This Lease Agreement may be amended or modified by the parties at their sole discretion only by the written agreement duly approved pursuant to official action of and executed by both parties in the manner_as required by State law. Failure on the part of either party to enforce any provision of this Lease Agreement shall not be construed as a continuing waiver of the right to compel enforcement of such provision or provisions, and such failure to enforce any provision of this Lease Agreement shall never constitute nor be deemed to constitute an amendment to this Lease Agreement without the official action of the parties to specifically approve any such amendment. JAdata\sbiea\Icues\sb city(tt staticm[cue 060105 Section 15.1ndemnification and Hold Harmless. (a) The City shall defend, indemnify and save harmless the SBIAA and its Board members, officials, officers, employees and agents from any and all claims for all loss or damage to real or personal property, including loss of use thereof, and injury to persons which may result from the negligent execution or performance of this Lease Agreement in addition to any and all claims made by or on behalf of the City's agents, servants and/or employees arising our of their employment or work pertaining to the operations of the City under this Lease Agreement. Additionally, the City shall at all times defend, indemnify and hold the SBIAA, its Board members, officials, officers, employees and agents harmless from and against any and all liabilities, demands, claims, suits, lawsuits, damages, causes of action, finds or judgments, including costs, fees of attorneys and witnesses, and expenses incident thereto, arising out of or in connection with the execution or performance of this Lease Agreement or as a result of the failure by the City to comply with all laws, ordinances or governmental regulations applicable to the City or to the conduct of the City's business, including, without limitation, laws, ordinances or governmental regulations applicable to the use, storage, handling or disposal of petroleum products, hazardous materials or waste, or toxic substances. The City shall be an independent contractor at all times during the term of this Lease Agreement and in every respect and not the agent of the SBIAA for any purpose. Nothing contained herein and no direction or notification from the SBIAA to the City shall be construed so as to create a partnership, joint venture or Agency relationship between the parties hereto. (b) The SBIAA shall defend, indemnify and save harmless the City and its Council members,officials, officers, employees and agents from any and all claims for all loss or damage to real or personal property, including loss of use thereof, and injury to persons which may result from the negligent execution or performance of this Lease Agreement in addition to any and all claims made by or on behalf of the SBIAA's agents, servants and/or employees arising our of their employment or work pertaining to the operations of the SBIAA under this Lease Agreement. Additionally, the SBIAA shall at all times defend, indemnify and hold the City, its Council members, officials, officers, employees and agents harmless from and against any and all liabilities, demands, claims, suits, lawsuits, damages, causes of action, finds or judgments, including costs, fees of attorneys and witnesses, and expenses incident thereto, arising out of or in connection with the execution or performance of this Lease Agreement or as a result of the failure by the SBIAA to comply with all laws, ordinances or governmental regulations applicable to the SBIAA or to the conduct of the SBIAA's business, including, without limitation, laws, ordinances or governmental regulations applicable to the use, storage, handling or disposal of petroleum products, hazardous materials or waste, or toxic substances. The SBIAA shall be an independent contractor at all times during the term of this Lease Agreement and in every respect and not the agent of the City for any purpose. Nothing contained herein and no direction or notification from the City to the SBIAA shall be construed so as to create a partnership,joint venture or Agency relationship between the parties hereto. Section 16.Insurance. (a) The City agrees to procure and maintain in full force and effect during the Initial Term of this Lease Agreement and any Extended Term of this Lease Agreement, at the ladata\sbiaaVeases\sb city fire station lease 060105 sole cost and expense of the City, public liability insurance adequate to protect against liability for damage claims arising out of public use of the Leased Premises comprising the Fire Station or accidents which may arise or be alleged to have arisen from the activities of the City in connection with the performance of this Lease Agreement, in a minimum amount of$1,000,000 for each person injured, in a minimum amount of $1,000,000 for any one accident, and in a minimum amount of $500,000 for property damage. Such insurance policies shall name the SBIAA as an additional insured, and the SBIAA shall be given at least thirty (30) days' prior written notice of any cancellation or modification to the coverage limits or such policy or policies of insurance. (b) Notwithstanding the foregoing, the City may substitute a bona fide self- insurance program for any of the insurance requirements indicated in this Section. The City shall Provide the SBIAA upon request with written evidence of excess coverage insurance policies that are required to be obtained by the City as a part of any such bona fide self-insurance program. Section 17.Validity. If any of the terms, conditions, provisions or covenants of this Lease Agreement shall to any extent be judged to be invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, conditions, provisions and covenants of this Lease Agreement shall not be affected thereby and shall remain in full force and effect and be valid and enforceable to the fullest extent permitted by applicable law. Section 18.Entire Agreement. No other understandings or agreements exist between the parties except as herein expressly stated herein with respect to the lease of the Fire Station, except with the provision of certain firefighting services to be provided by the City to the SBIAA as contained in that certain Master Services Agreement by and between the parties for the 2005-06 fiscal year. Any modifications or amendments to this Lease Agreement must be approved by the official actions of both the Mayor and Common Council of the City and the governing board of the SBI .A and duly executed by authorized representatives of both parties. Mdau�sbiae'd a \sb city fire station lease 060105 IN WITNESS WHEREOF, the parties have duly executed this Lease Agreement on the day and date first set forth in the introductory paragraph hereof. City of San Bernardino By Jtle: (SEAL) ATTEST: City Clerk Approved as to Form and Legal Content: James F. Penman City Attorney By: San Bernardino International Airport Authority B L // Title (SEAL) ATTEST: si it ecr Approved as to Fo et and Legal Content: By: General ns JAdatMsbiaa\1eaualsb city fire station lease 0601 0$ EXHIBIT"A" (Description of Fire Station, Leased Premises,Excluded Area and adjacent leased areas) © 1:d9tMsbin\1wes\sb city fire swiw lease 060105 - , h i l C6 n IjI U ❑ tY, . s . -- • -_h.-- �---0=�ki; Si LZ �rq v )) III II II ( '.•: ' r n � • i• t! u 9Mry.YYi, �Sv I e � 1N M 1. Attachment "A" +Waoc San Bernardino International Airport r� October 31, 2005 Mr. Fred Wilson, City Adminstrator NOV 1 «Oy L. City of San Bernardino 300 North D Street, Sixth Floor San Bernardino, California 92418 RE: CITY OF SAN BERNARDINO FIRE STATION LEASE Dear Mr. Wilson: The San Bernardino International Airport Authority (SBIAA) approved the attached lease agreement between the SBIAA and the City of San Bernardino at its October 26, 2005 Commission Meeting. The lease has been executed by the SBIAA and I am forwarding three original copies for your action and approval. Please return a fully executed copy of the agreement to my attention upon approval. Thank you for your continued support of the SBIAA. Please feel free to contact me at (909) 382-4100 x 243 if you have any questions. Sincerely, SAN BERNARDINO INTERNATIONAL AI LRTUT TY enny Chua Chief of Staff/Marketing Director PC/aa Eric cc: Chief Larry Pitzer Chief Deputy Dennis Reichardt Eric Ray 1:\W ORDDOC�2005Tmny\October\0201.Wilson.doc 294 S. Leland Norton Way, Suite#1 • San Bernardino,CA 92406-0131 • (909)382-4100 • FAX(909)382-4106 email:ivda @sbdairport.com • http://www.sbdairport.wm A PROJECT OF THE INLAND VALLEY DEVELOPMENT AGENCY AND SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY c n - � A II 0 I`t�x IT �e qu — — ,i •F � F' tt ��o IJIIIII'Iil jq ;ppi'iiiitii� i i r 9MIY.YYi! e a R, li<I p O Z~ + � 41 )' M �_ 5n'I � I• U 0 N 1 UO 3y" f Attachment B RESOLUTION NO. 200 9-5 3 1 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL AMENDING 3 RESOLUTION NO. 2006-7 REGARDING THE LEASE AND SERVICE AGREEMENT WITH THE SAN BERNARDINO INTERNATIONAL AIRPORT 4 AUTHORITY. 5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE 6 CITY OF SAN BERNARDINO AS FOLLOWS: 7 SECTION 1. That Resolution No. 2006-7, Section 5, is amended to read as follows: 8 "SECTION 5. The term of the Agreement is extended from 9 February 4, 2004 until either party elects to terminate the 10 agreement pursuant to Section 4 of the Lease" 11 SECTION 2. Any action taken on the Agreement between February 4, 2009 and the 12 effective date of this Resolution is hereby ratified. 13 Ills 14 15 16 17 18 19 20 21 uu 22 23 /lll 24 /l11 25 uu 26 27 28 I RESOLUTION OF THE MAYOR AND COMMON COUNCIL AMENDING 1 RESOLUTION NO. 2006-7 REGARDING THE LEASE AND SERVICE 2 AGREEMENT WITH THE SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY. 3 4 1 HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 5 Common Council of the City of San Bernardino at a meeting thereof,held on 6 the day of , 2009,by the following vote, to wit: 7 8 COUNCIL MEMBERS: AYES NAYS ABSTAIN ABSENT 9 10 ESTRADA 11 BAXTER 12 13 BRINKER 14 VACANT 15 KELLEY 16 JOHNSON 17 MCCAMMACK 18 19 Rachel G. Clark,City Clerk City of San Bernardino 20 21 The foregoing Resolution is hereby approved this day of 2009. 22 29 24 Patrick J. Moms,Mayor City of San Bernardino 25 Approved as to form: 26 27 JAMFA F. PENMAN, City Attorney By: 28 2 1 RESOLUTION NO. 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE A MASTER 3 SERVICES AGREEMENT BY AND BETWEEN THE INLAND VALLEY DEVELOPMENT AGENCY AND THE CITY OF SAN BERNARDINO FOR 4 PROVISION OF CITY SERVICES FOR FISCAL YEAR 2009/2010. 5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE 6 CITY OF SAN BERNARDINO AS FOLLOWS: 7 8 SECTION 1. The City Manager of the City of San Bernardino is hereby authorized 9 and directed to execute on behalf of said City, a Master Services Agreement by and between 10 the Inland Valley Development Agency and the City of San Bernardino for the provision of 11 services for the San Bernardino International Airport for Fiscal Year 2009/2010. A copy of the 12 Master Services Agreement is attached hereto as Exhibit "A," and incorporated herein by 13 reference as though fully set forth. 14 15 SECTION 2. That the implementation date of the Agreement is July 1, 2009; 16 therefore, any action taken between July 1, 2009 and the date that this Resolution is adopted is 17 hereby ratified. 18 SECTION 3. This agreement is rescinded if the parties to the agreement fail to 19 execute it within one hundred twenty (120) days of the passage of this resolution. 20 21 22 23 /// 24 25 /// 09/1 27 28 I RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE A MASTER 2 SERVICES AGREEMENT BY AND BETWEEN THE INLAND VALLEY DEVELOPMENT AGENCY AND THE CITY OF SAN BERNARDINO FOR 3 PROVISION OF CITY SERVICES FOR FISCAL YEAR 2008/2009. 4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor 5 and Common Council of the City of San Bernardino at a meeting thereof, held on the 6 _day of , 2009, by the following vote, to wit: 7 Council Members: AYES NAYS ABSTAIN ABSENT 8 9 ESTRADA 10 BAXTER 11 BRINKER 12 SHORETT 13 KELLEY 14 15 JOHNSON 16 MC CAMMACK 17 18 City Clerk 19 The foregoing resolution is hereby approved this day of . 2009. 20 21 Patrick J. Morris, Mayor 22 City of San Bernardino 23 Approved as to Form: 24 25 James F. Penman, 26 City Attorney 27 28 MASTER SERVICES AGREEMENT This MASTER SERVICES AGREEMENT ("Agreement") is made and entered into as of the I" day of July, 2009, by and between the INLAND VALLEY DEVELOPMENT AGENCY, a public entity established pursuant to Government Code Section 6500, et M., for the joint exercise of powers ("Agency") and the CITY OF SAN BERNARDINO, a charter city under the laws and Constitution of the State of California("City"),with reference to the following facts: THEREFORE,the Agency and the City agree as follows: 1. Enactment of the Citv The Agency hereby engages the City to provide the police sergeant and fire services described in Sections 2 and 3 of this Agreement, and the City hereby accepts such engagement and agrees to provide such services under this Agreement during the term specified in Section 6. 2. Police Sergeant Services The City shall provide the services of one(1)police sergeant("Sergeant") to the Agency for basic supervision and management of the Office of Airport Security. The City shall be the sole employer of the Sergeant who shall work at the direction of the Chief of Police of the City of San Bernardino or his or her designee. The Chief of Police or his designee, in his sole discretion, may allow the Sergeant to accept direction from the Executive Director of the San Bernardino International Airport Authority or his designee, as long as such direction is not inconsistent with all relevant federal, state and local laws and all relevant rules and regulations of the City Police Department. The Sergeant shall be available for all emergency training exercises as directed by the Executive Director or his or her designee. 1 The Sergeant shall be responsible for recruiting,hiring, determining appropriate training and limited in-house training, managing, scheduling and disciplining approximately fifty (50) part-time security officers to be coordinated with the Agency's Human Resources Department. The Sergeant shall also be responsible for initiating requests for and determining which equipment and supplies are to be used in connection with the performance of his and the part-time security officers' services. The City shall provide an automobile for use by the Sergeant in connection with the performance of his services under this Agreement. The Sergeant's services shall be provided by the City on a forty (40) hour per week basis. The Sergeant's services shall commence on the date set forth herein and shall continue until the termination date of the Agreement, unless otherwise modified by written agreement of the parties upon thirty (30) days prior written notice. Both parties understand and accept the importance of having coverage of the Sergeant's position and agree that it is in their mutual interest that the position not be vacant for long periods of time. Therefore, when a situation becomes apparent that will result in a lengthy vacancy in that position (e.g., vacation or injury of the Sergeant), the parties agree to meet to make arrangements to back-fill the position in the most cost and resource-effective manner. Beginning July 1, 2009, the Agency shall compensate the City for the Sergeant's services in the amount of eight-one thousand, three hundred ninety five dollars ($81,395) for each six (6) month period covered by this contract. It is understood that the City's police personnel may not have authority to respond in a Federal jurisdiction, and shall respond only in these areas in which they have authority. 3. Fire Services 3.1 Description of Services. The City shall provide all fire related services which are required to be performed by the Agency, including without limitation, fire suppression/detection systems, disaster responses, fire protection operations, fire protection technical services and fire protection training, which shall 2 include fire extinguishing training. The City shall also provide emergency response for structural fires, paramedic and life-threatening situations, and typical fire engine response services, including without limitation, fire hazardous waste spills and medical emergencies. The aircraft rescue firefighting response related services shall be provided by the City twenty-four (24) hours per day, seven (7) days per week on an emergency response and stand-by basis. All other fire related services shall be provided by the City twenty-four (24) hours per day, seven (7) days per week on an immediate basis, via 911. Non-emergency services will be on a call- in basis upon reasonable notice from the Agency. The services described in this Section 3.1 shall commence on the date set forth hereinabove and shall continue until the termination date of the Agreement, unless otherwise modified by the Agency upon(30)days prior written notice. 3.2 The City shall require all prospective occupants of facilities to comply with the City's Municipal Code fire inspection provisions as a condition of occupying the facilities. 3.3 Aircraft Rescue Firefiphting. Provision of apparatus, equipment and supplies will be governed as indicated in a separate contract between City and SBIAA, adopted by City of San Bernardino Resolution No. 2006-7 and amended by Resolution No. 2009-53. Copies of which are attached hereto as Attachment A and Attachment B and by this reference made a part hereof. 3.3.1 Fire Related Services Other than Aircraft Rescue. The City shall provide all necessary trucks, tools, equipment and supplies. Maintenance of trucks, tools, equipment and supplies shall be performed by the City, as needed. 4. Additional Services 4.1 Engineering Services. The City agrees to provide engineering and inspection services ("Services") to the Agency on an expedited basis, if available, upon the written request of the Agency. Such Services may be provided, at the option of the Director of the Development Services Department or her designee,by either (i) appropriate City staff 3 designated by said Director, or (ii) the use of a qualified engineering firm or other licensed civil engineer selected by said Director (the "Engineering Firm") to provide such Services. Any commitment by the City to provide such Services shall be subject to the payment and/or reimbursement by the Agency to the City for the actual costs incurred by either City staff or the Engineering Finn, in the manner as provided herein. At the discretion of the Director of the Development Services Department, the Agency may be required, on a per project basis, to deliver an initial deposit of funds to the City prior to City Staff or the Engineering Finn providing Services. The parties agree that the maximum amount of the fees for the performance of Services under this Section 4 (as further described herein) shall not exceed Seventy Five Thousand Dollars ($75,000.00); and, whereupon should this not to exceed amount be reached, no further Services shall be provided by the City. This section shall cover the period July 1,2009 through June 30,2010. 5. Expenses and Payment of Invoices. Expenses arising from the provision of the police sergeant services will be invoiced per the monthly appropriations report. A copy of the monthly appropriations report will be attached to the invoice as supporting documentation and will be submitted on a monthly basis. The Agency shall reimburse the City upon receipt of an invoice and supporting documentation submitted by the City Finance Department. Once appropriate invoice(s) and proper documentation are submitted and accepted, invoices are to be paid within 30 days. If invoices are not paid within 30 days, interest will be charged at the Local Agency Investment Fund(LAIF)rate. 6. Personnel. The City shall employ capable employees to enable it to perform the police and fire services. All matters pertaining to the hiring, employment, supervision, compensation, promotion and discharge of such employees are the responsibility of the City, which is, in all respects, the sole employer of such employees. The Agency shall be the sole employer of the security officers working for the Office of Resource Protection. The City shall comply with all applicable laws and regulations with regard to worker's compensation, social security, unemployment insurance, hours 4 of labor, wages, worldng conditions, and other employer-employee related subjects. The Agency may request that any person employed by the City to perform police and fire services under this agreement no longer be permitted to perform such services. Such request of the Agency to the City shall be made in writing and shall specify the reasons therefor. 7. Term and Termination. This Agreement shall commence on July 1, 2009, and unless sooner terminated or extended by agreement of the City and the Agency in writing upon thirty (30) days prior written notice, and executed prior to date of termination,this Agreement shall terminate on June 30,2010. 8. Indemnification and Insurance. 8.1 Indemnification. 8.1.1 The City will accept the full responsibility for and shall defend (if requested by Agency), indemnify and save harmless the Agency and its commissioners, officials, officers, employees and agents from all claims for all loss or damage to property, including loss of use thereof, and injury to persons resulting from the negligent execution or performance of this Agreement as well as for any claims made by or on behalf of City's agents, servants, and/or employees arising out of their employment or work pertaining to the operations under this Agreement; moreover, the City shall at all times defend, indemnify and hold the Agency, its commissioners, officials, officers, employees and agents harmless from and against any and all liabilities, demand, claims, suits, losses, damages, causes of action, fines, or judgments, including costs, attorneys' and witnesses' fees, and expenses incident thereto, arising out of or in connection with the execution or performance of this Agreement or as a result of the failure by the City to comply with all laws, ordinances or governmental regulations applicable to the City or the conduct of the City's business, including, without limitation, laws, ordinances or governmental regulations applicable to the use, storage, handling or disposal of petroleum products, hazardous materials or waste, or toxic substances. The City will be an independent contractor at all times and in every respect and not the agent of the Agency. Nothing contained herein and no direction or notification 5 from the Agency or the Executive Director to the City shall be construed so as to create a partnership,joint venture or Agency relationship between the parties hereto. The Agency will accept the full responsibility for and shall defend (if requested by City), indemnify and save harmless the City and its commissioners, officials, officers, attorneys, employees and agents from all claims for all loss or damage to property, including loss of use thereof, and injury to persons resulting from the negligent execution or performance of this Agreement as well as for any claims made by or on behalf of the Agency's agents, servants, and/or employees arising out of their employment or work pertaining to the operations under this Agreement; moreover, the Agency shall at all times defend, indemnify and hold the City, its commissioners, officials, officers, employees and agents harmless from and against any and all liabilities, demand, claims, suits, losses, damages, causes of action, fines, or judgments, including costs, attorneys' and witnesses' fees, and expenses incident thereto, arising out of or in connection with the execution or performance of this Agreement or as a result of the failure by the Agency to comply with all laws, ordinances or governmental regulations applicable to the Agency or the conduct of the Agency's business, including, without limitation, laws, ordinances or governmental regulations applicable to the use, storage, handling or disposal of petroleum products, hazardous materials or waste, or toxic substances. The costs, salary and expenses of the City Attorney and members of his office in enforcing this contract on behalf of the City shall be considered as "attorney's fees"for the purposes of this paragraph. 8.2 Insurance. The City shall purchase and maintain in effect, at its own expense, during the term of this Agreement insurance from insurers acceptable to the Agency protecting said City, the Agency, its commissioners, officers, employees and agents, against claims for bodily injury,including personal injury,property damage, including loss of use thereof,which may arise or be alleged to have arisen, from the City's activities in connection with the performance of this Agreement, whether such activities be of the City, the City s agent, or of anyone employed by the City. The types of insurance coverage as well as the amounts of such coverage shall be as follows: 8.2.1 The City shall finish worker's compensation and employers' liability insurance as required by the laws of the State of California covering all persons employed by the City in the performance of the duties described herein. 6 8.2.2 The City shall provide public liability insurance coverage in the amounts of not less than $10,000,000 for property and $10,000,000 for the death or injury of one person and $5,000,000 for any one accident or casualty, covering the performance of the services herein ordered. 8.2.3 Within ten (10) days after the acceptance of this Agreement by the Agency, the City shall deliver to the Agency certificates of insurance evidencing that insurance has been purchased by the City as required in this Section 7.2.3 and copies of endorsements providing (i) thirty(30) days'written notice of cancellation,non-renewal, or reduction in coverage by the insurers to the Agency, and (ii) automobile liability and comprehensive general liability insurance shall include the Agency, its commissioners, officials, officers, employees, and agents as additional insureds. Said certificates of insurance and copies of endorsements shall be on file with the Agency at all times thereafter during the term of this Agreement. Failure of the City to provide the certificates of insurance or subsequent receipt by the Agency of a notice of cancellation of the insurance policy(ies)by the City s insurance company(ies) shall constitute a material breach of this Agreement and this Agreement may be terminated by the Agency upon written notice. All policies of insurance required and provided by the City under this Section 7.2 shall include, or be endorsed to provide, a waiver by the insurers of any rights of subrogation that the insurers may have at any time against the Agency,its commissioners,officials, officers, employees and agents. 8.2.4 Notwithstanding the foregoing, the City may substitute a bona fide self- insurance program for any of the insurance requirements indicated in this Section 7.2. The City shall provide the Agency with evidence of excess coverage upon written request. 8.2.5 The Agency shall purchase and maintain in effect, at its own expense,during the term of this Agreement insurance from insurers acceptable to the City protecting said Agency, the City, its commissioners, officers, employees and agents, against claims for bodily injury, including personal injury, property damage, including loss of use thereof, which may arise or be alleged to have arisen, from the Agency's activities in connection with the performance of this Agreement, whether such activities be of the Agency, the Agency's agent, or of anyone employed Ili by the Agency. The types of insurance coverage as well as the amounts of such coverage shall be as follows: 7 8.2.6 The Agency shall furnish worker's compensation and employers' liability insurance as required by the laws of the State of California covering all persons employed by the Agency in the performance of the duties described herein. 8.2.7 The Agency shall provide public liability insurance coverage in the amounts of not less than $10,000,000 for property and $10,000,000 for the death or injury of one person and $5,000,000 for any one accident or casualty, covering the performance of the services herein ordered. 8.2.8 Within ten (10) days after the acceptance of this Agreement by the City, the Agency shall deliver to the City certificates of insurance evidencing that insurance has been purchased by the Agency as required in Section 7.2.7 and copies of endorsements providing (i) thirty(30)days'written notice of cancellation,non-renewal, or reduction in coverage by the insurers to the City, and (ii) automobile liability and comprehensive general liability insurance shall include the City, its commissioners, officials, officers, employees, and agents as additional insured. Said certificates of insurance and copies of endorsements shall be on file with the City at all times thereafter during the term of this Agreement. Failure of the Agency to provide the certificates of insurance or subsequent receipt by the City of a notice of cancellation of the insurance policy(ies) by the Agency's insurance company(ies) shall constitute a material breach of this Agreement and this Agreement may be terminated by the City upon written notice. All policies of insurance required and provided by the Agency under this Section 7.2 shall include,or be endorsed to provide, a waiver by the insurers of any rights of subrogation that the insurers may have at any time against the City,its commissioners, officials,officers,employees and agents. 8.2.9 Notwithstanding the foregoing, the Agency may substitute a bona fide self- insurance program for any of the insurance requirements indicated in this Section 7.2. The Agency shall provide the City with evidence of excess coverage upon written request. 8 9. Miscellaneous. 9.1 Notices. Any and all notices required or permitted to be given hereunder shall be in writing and shall be personally delivered or mailed by certified or registered mail, return receipt requested,postage prepaid,to the respective parties at the addresses indicated below: If to Agency: Inland Valley Development Agency 294 S. Leland Norton Way, Suite#1 San Bernardino, CA 92408 Attn: Executive Director If to City: City of San Bernardino 300 North "D" Street San Bernardino,CA 92418 Attn: City Manager Rachel Clark,City Clerk With copies to: The City Department(s)to which the subject matter of the particular notice pertains. Any party may change its address by a notice given to the other party in the manner set forth above. Any notice given personally shall be deemed to have been given upon service and any notice given by certified or registered mail shall be deemed to have been given on the third (3rd) business day after such notice is mailed. 9.2 Integration. This Agreement supersedes all prior agreements and understandings between the parties relating to the subject matter hereof. Neither of the parties has relied upon any oral or written representation or oral or written information given to it by any representative of the other party. 9.3 Severability. If one or more of the provisions of this Agreement is hereafter declared invalid or unenforceable by judicial, legislative or administrative authority of competent 9 jurisdiction, the parties hereto agree that the invalidity or unenforceability of any of the provisions shall not in any way affect the validity or enforceability of any other provisions of this Agreement. 9.4 Amendment: Modification. No change or modification of the terms or provisions of this Agreement shall be deemed valid unless in writing and signed by both parties subject to governmental approval, if required. 9.5 Governing Law. This Agreement shall be construed, interpreted and applied in accordance with the laws of the State of California. 9.6 Waiver. No waiver of any breach or default shall be construed as a continuing waiver of any provision or as a waiver of any other or subsequent breach of any provision contained in this Agreement. 9.7 Headings. The headings of Sections of this Agreement have been inserted for convenience of reference only and shall not affect the interpretation of any of the provisions of this Agreement. 9.8 Assignment. Neither party hereto shall assign, hypothecate, or otherwise transfer such party's rights hereunder, or delegate such party's duties hereunder, without the prior written consent of the other party hereto. 9.9 Renegotiation of the Agreement. The City and the Agency agree that needs may arise for which this Agreement is insufficient, and further agree that effective services are mutually beneficial. Therefore, any provision of this Agreement may be re-opened and renegotiated as the needs to resolve new issues arise. Any such revised provisions shall be finalized in writing and approved by the Agency and the City. 10 MASTER SERVICES AGREEMENT WITH THE INLAND VALLEY DEVELOPMENT AGENCY FY 2009/2010 IN WITNESS WHEREOF,the parties have executed this Agreement as of the date first above written. INLAND VALLEY DEVELOPMENT AGENCY By: Executive Director SEAL ATTEST: By: Clerk of the Board CITY OF SAN BERNARDINO By: City Manager SEAL Approved as to Form: ATTEST: By: City Clerk James F. Penman,City Attorney 11