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HomeMy WebLinkAbout2013-190 RESOLUTION NO. 2013-190 1 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A VENDOR 3 PURCHASE AGREEMENT AND ISSUANCE OF AN ANNUAL PURCHASE ORDER IN THE AMOUNT OF $91,600 WITH TWO (2) ONE-YEAR EXTENSIONS AT THE 4 CITY'S OPTION TO VULCAN MATERIALS COMPANY FOR THE PURCHASE OF 5 ASPHALT MATERIALS FOR STREET REPAIRS. 6 WHEREAS, Vulcan Materials Company submitted the lowest bid for the purchase of 7 asphalt materials for street repairs per RFQ F-14-02; 8 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE 9 CITY OF SAN BERNARDINO AS FOLLOWS: 10 SECTION 1. The City Manager of the City of San Bernardino is hereby authorized to 11 execute of behalf of said City a Vendor Purchase Agreement between the City of San 12 Bernardino and Vulcan Materials Company, a copy of which is attached hereto, marked as 13 14 Exhibit"A", and incorporated herein by this reference as fully as though set forth at length. 15 SECTION 2. That pursuant to this determination the Director of Finance or his 16 designee is hereby authorized to issue an annual purchase order to Vulcan Materials Company 17 in the amount of$91,600 with two (2) one-year extensions at the City's option. 18 SECTION 3. The Purchase Order shall reference this Resolution Number and shall 19 read, "Vulcan Materials Company for the purchase of asphalt materials. Agreement not to 20 21 exceed $91,600" and shall incorporate the terms and conditions of the agreement. 22 SECTION 4. The authorization to execute the above referenced Purchase Order and 23 Agreement is rescinded if it is not executed by both parties within sixty (60) days of the 24 passage of this resolution. 25 /// 26 27 /// 28 /// _ 2013-190 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF 2 SAN BERNARDINO AUTHORIZING THE EXECUTION OF A VENDOR PURCHASE AGREEMENT AND ISSUANCE OF AN ANNUAL PURCHASE ORDER 3 IN THE AMOUNT OF $91,600 WITH TWO (2) ONE-YEAR EXTENSIONS AT THE 4 CITY'S OPTION TO VULCAN MATERIALS COMPANY FOR THE PURCHASE OF ASPHALT MATERIALS FOR STREET REPAIRS. 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 6 7 Common Council of the City of San Bernardino at a joint regular meeting 8 thereof, held on the 17th day of June , 2013, by the following vote,to wit: 9 Council Members: AYES NAYS ABSTAIN ABSENT 10 MARQUEZ x 11 12 JENKINS x 13 VALDIVIA x 14 SHORETT x 15 KELLEY x 16 JOHNSON 17 MCCAMMACK x 18 19 )ee s'�c 20 Georgea Hanna, Ci Clerk r� 21 The foregoing resolution is hereby approved this l q day of June , 2013. 22 23 'Alb\_ Patr k J. Moms, ,4a or 24 1 y of San Bernardino 25 Approved as to form: 26 JAMES F. PENMAN, City Attorney 27 By' . `� � 28 2013-190 VENDOR PURCHASE AGREEMENT This VENDOR Purchase Agreement is entered into this 17th day of June, 2013, by and between Vulcan Materials Company ("VENDOR") and the City of San Bernardino ("CITY" or"San Bernardino"). WITNESSETH: WHEREAS, the Mayor and Common Council has determined that it is advantageous and in the best interest of the CITY to acquire asphalt materials for street repair and; WHEREAS, The City of San Bernardino did solicit and accept quotes from available vendors for such asphalt materials for street repair; and WHEREAS, VENDOR is the lowest bidder to provide said materials to City; and NOW,THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR to provide those products and materials as set forth in RFQ F-14-02, a copy of which is on file in the Public Works Department and a copy of the Price Form is attached hereto as Attachment"1" and incorporated here by this reference. 2. COMPENSATION AND EXPENSES. a. For the services delineated above, the CITY, upon presentation of an invoice, shall pay the VENDOR up to the amount of$91,600 for the purchase of asphalt materials for street repairs pursuant to RFQ F-14-02. b. No other expenditures made by VENDOR shall be reimbursed by CITY. 3. TERM; TERMINATION. The term of this agreement shall be from July 1, 2013 through June 30, 2014, with two (2) one-year extensions at the City's option. Option year one, if exercised, shall be effective Exhibit"A" 1 2013-190 July 1, 2014 through June 30, 2015. Option year two, if exercised, shall be effective July 1, 2015 through June 30, 2016. This Agreement may be terminated at any time by thirty (30) days' written notice by either party. The terms of this Agreement shall remain in force unless amended by written agreement of the parties executed on or before the date of expiration of current term of the agreement. 4. INDEMNITY. VENDOR agrees to and shall indemnify and hold the City, its elected officials, employees, agents or representatives, free and harmless from all claims, actions, damages and liabilities of any kind and nature arising from bodily injury, including death, or property damage, based or asserted upon any or alleged act or omission of VENDOR, its employees, agents, or subcontractors, relating to or in any way connected with the accomplishment of the work or performance of service under this Agreement, unless the bodily injury or property damage was actually caused by the sole negligence of the City, its elected officials, employees, agents or representatives. As part of the foregoing indemnity, VENDOR agrees to protect and defend at its own expense, including attorney's fees the City, its elected officials, employees, agents or representatives from any and all legal actions based upon such actual or alleged acts or omissions. VENDOR hereby waives any and all rights to any types of express or implied indemnity against the City, its elected officials, employees, agents or representatives, with respect to third party claims against the VENDOR relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement. 5. INSURANCE. While not restricting or limiting the foregoing, during the term of this Agreement, VENDOR shall maintain in effect policies of comprehensive public, general and automobile Exhibit"A" 2 2013-190 liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory worker's compensation coverage, and shall file copies of said policies with the CITY's Risk Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY at least 30 days prior to any change in or termination of the policy. 6. NON-DISCRIMINATION. In the performance of this Agreement and in the hiring and recruitment of employees, VENDOR shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical conditions, marital status, sexual gender or sexual orientation, or any other status protected by law. 7. INDEPENDENT CONTRACTOR. VENDOR shall perform work tasks provided by this Agreement, but for all intents and purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for VENDOR and its officers, agents, and employees, and all business license, if any are required, in connection with the services to be performed hereunder. 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. VENDOR warrants that it possesses or shall obtain, and maintain a business registration certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, Exhibit"A" 3 2013-190 • qualifications, insurance and approval of whatever nature that are legally required of VENDOR to practice its business or profession. 9. NOTICES. Any notices to be given pursuant to this Agreement shall be deposited with the United States Postal Service, postage prepaid and addressed as follows: TO THE CITY: Public Works Director 300 North"D" Street San Bernardino, CA 92418 Telephone: (909) 384-5140 TO THE VENDOR: Vulcan Materials Company 16013 East Foothill Blvd. Irwindale, CA 91702 Telephone: (951) 316-4069 Contact: Joelle Donaldson 10. ATTORNEYS' FEES. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. Attorney's fees for the City Attorney and members of his office shall be calculated based on market rate for comparable services. 11. ASSIGNMENT. VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR Exhibit"A" 4 2013-190 of VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. 12. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 13. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. 14. HEADINGS. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its provisions. 15. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. /// Exhibit"A" 5 2013-190 16. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supercedes any prior agreements and understandings relating to the subject manner of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. /// / / / / / / / / Exhibit"A" 6 2013-190 VENDOR PURCHASE AGREEMENT BETWEEN VULCAN MATERIALS COMPANY AND THE CITY OF SAN BERNARDINO IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: , 2013 VULCAN MATERIALS COMPANY By: Its: Dated , 2013 CITY OF SAN BERNARDINO By: Allen J. Parker, City Manager Approved as to Form: James F. Penman, City Attorney By: Exhibit"A" 7 2013-190 ,V,.; 0 0 0 0 N N V CO N- f.. O LO LO O co M M d O as•CL �• k` O cC) O u ~ CO co LO t0 U M M Q) 2' OM titttl 92 O, ae O O I as co <,. k ea (6 as 0 0 0 0 N N N CC) ,{ 0 0 Co 0 CO O O r. St co ,.i..,, 0) O L() I` N M. , CA L() LC) LC) (.0 CO CD (.0 CD `Z7 y k`: a) U 0 CO Z C) g. ; -F1.: 0) ar u: u= O CO ;-4.‘,5-11 k,�'.y Y .'.'5%; to ti W -,, .;,,..., CO CO CO r: "r CO 0) CO M CD _ M?• µ C f6 N — O N. C) CO I` LO .a. 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CO_ N N Ti CO N d� :.i.;C",�';�a'al; PO, .� :,i r,°MIS:}`� ' . r,1' E r .', ;? :a}^ri,;, r. uc ,'.',..is::,,,..L „::;$,.:!....-;,10.,' . ze.. .-;i, v....*- �' x;•° i. y :..'o\- :.T ;'�1 `C 204, .ig .l.. >.�3br.0. 2 ,k . k ,e;• .kw:.,: '„+.v t 'd°�1��.i�1 '' ra sa,�i,t/�.r.VVV. �a�k g i,fl2.i .i fi c .� .++.s�1 rc. 4',•�' €:`. ti, ' ,�i' ��aa11 ..<,..,V..,�j �+�,,�•.' �,< ,.7.s>�,.; >�p ^.�?2=: f rA:aam<�;a�. ..� ;»z':.:`����?x'-r.�...., :?�; �; ze>...ia�., ��uxg��:s.�..�c,b,.....t�'. ,,. . dk @,M ...,s� �»`nh&.v?��-a.5��:^,'M •$ �A+L ��.�.,-` ��^J�. 1� ',',3 2013-190 VENDOR PURCHASE AGREEMENT This VENDOR Purchase Agreement is entered into this 17th day of June, 2013, by and between Vulcan Materials Company ("VENDOR") and the City of San Bernardino ("CITY" or"San Bernardino"). WITNESSETH: WHEREAS, the Mayor and Common Council has determined that it is advantageous and in the best interest of the CITY to acquire asphalt materials for street repair and; WHEREAS, The City of San Bernardino did solicit and accept quotes from available vendors for such asphalt materials for street repair; and WHEREAS, VENDOR is the lowest bidder to provide said materials to City; and NOW,THEREFORE,the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR to provide those products and materials as set forth in RFQ F-14-02, a copy of which is on file in the Public Works Department and a copy of the Price Form is attached hereto as Attachment"1" and incorporated here by this reference. 2. COMPENSATION AND EXPENSES. a. For the services delineated above, the CITY, upon presentation of an invoice, shall pay the VENDOR up to the amount of$91,600 for the purchase of asphalt materials for street repairs pursuant to RFQ F-14-02. b. No other expenditures made by VENDOR shall be reimbursed by CITY. 3. TERM; TERMINATION. The term of this agreement shall be from July 1, 2013 through June 30, 2014, with two (2) one-year extensions at the City's option. Option year one, if exercised, shall be effective Exhibit"A" 1 2013-190 July 1, 2014 through June 30, 2015. Option year two, if exercised, shall be effective July 1, 2015 through June 30, 2016. This Agreement may be terminated at any time by thirty (30) days' written notice by either party. The terms of this Agreement shall remain in force unless amended by written agreement of the parties executed on or before the date of expiration of current term of the agreement. 4. INDEMNITY. VENDOR agrees to and shall indemnify and hold the City, its elected officials, employees, agents or representatives, free and harmless from all claims, actions, damages and liabilities of any kind and nature arising from bodily injury, including death, or property damage, based or asserted upon any or alleged act or omission of VENDOR, its employees, agents, or subcontractors, relating to or in any way connected with the accomplishment of the work or performance of service under this Agreement, unless the bodily injury or property damage was actually caused by the sole negligence of the City, its elected officials, employees, agents or representatives. As part of the foregoing indemnity, VENDOR agrees to protect and defend at its own expense, including attorney's fees the City, its elected officials, employees, agents or representatives from any and all legal actions based upon such actual or alleged acts or omissions. VENDOR hereby waives any and all rights to any types of express or implied indemnity against the City, its elected officials, employees, agents or representatives, with respect to third party claims against the VENDOR relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement. 5. INSURANCE. While not restricting or limiting the foregoing, during the term of this Agreement, VENDOR shall maintain in effect policies of comprehensive public, general and automobile Exhibit"A" 2 2013-190 liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory worker's compensation coverage, and shall file copies of said policies with the CITY's Risk Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY at least 30 days prior to any change in or termination of the policy. 6. NON-DISCRIMINATION. In the performance of this Agreement and in the hiring and recruitment of employees, VENDOR shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical conditions, marital status, sexual gender or sexual orientation, or any other status protected by law. 7. INDEPENDENT CONTRACTOR. VENDOR shall perform work tasks provided by this Agreement, but for all intents and purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for VENDOR and its officers, agents, and employees, and all business license, if any are required, in connection with the services to be performed hereunder. 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. VENDOR warrants that it possesses or shall obtain, and maintain a business registration certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, Exhibit"A" 3 2013-190 qualifications, insurance and approval of whatever nature that are legally required of VENDOR to practice its business or profession. 9. NOTICES. Any notices to be given pursuant to this Agreement shall be deposited with the United States Postal Service, postage prepaid and addressed as follows: TO THE CITY: Public Works Director 300 North"D" Street San Bernardino, CA 92418 Telephone: (909) 384-5140 TO THE VENDOR: Vulcan Materials Company 16013 East Foothill Blvd. Irwindale, CA 91702 Telephone: (951) 316-4069 Contact: Joelle Donaldson 10. ATTORNEYS' FEES. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. Attorney's fees for the City Attorney and members of his office shall be calculated based on market rate for comparable services. 11. ASSIGNMENT. VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR Exhibit"A" 4 2013-190 of VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. 12. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 13. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. 14. HEADINGS. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its provisions. 15. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. HI Exhibit"A" 5 2013-190 16. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supercedes any prior agreements and understandings relating to the subject manner of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. /// Exhibit"A" 6 2013-190 VENDOR PURCHASE AGREEMENT BETWEEN VULCAN MATERIALS COMPANY AND THE CITY OF SAN BERNARDINO IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. 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