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HomeMy WebLinkAbout2013-231 1 RESOLUTION NO. 2013- 31 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 3 OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT 4 AND ISSUANCE OF AN ANNUAL PURCHASE ORDER IN THE AMOUNT OF $55,000 WITH THREE (3) ONE-YEAR EXTENSIONS AT THE CITY'S OPTION TO 5 LOS ANGELES FREIGHTLINER OF FONTANA PURSUANT TO SECTION 3.04.010-113 OF THE MUNICIPAL CODE. 6 7 WHEREAS, Los Angeles Freightliner of Fontana is the nearest authorized dealership 8 for Autocar truck parts; and 9 10 WHEREAS, the City of San Bernardino requires multiple Autocar truck parts to keep 11 its fleet running and operational. 12 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE 13 CITY OF SAN BERNARDINO AS FOLLOWS: 14 SECTION 1. The City Manager of the City of San Bernardino is hereby authorized 15 to execute on behalf of said City an Agreement between the City of San Bernardino and Los 16 17 Angeles Freightliner, a copy of which is attached hereto, marked as Exhibit "A", and 18 incorporated herein by this reference as fully set forth at length. 19 SECTION 2. That pursuant to this determination the Director of Finance or his 20 designee is hereby authorized to increase and issue an Annual Purchase Order to Los Angeles 21 Freightliner for a total amount not to exceed $55,000. 22 23 SECTION 3. The Purchase Order shall reference this Resolution No. and shall read, 24 "Los Angeles Freightliner for the purchase of refuse vehicle equipment parts and supplies, 25 $55,000 for FY 13-14" and shall incorporate the terms and conditions of the agreement. 26 27 28 2013-231 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT 2 AND ISSUANCE OF AN ANNUAL PURCHASE ORDER IN THE AMOUNT OF $55,000 WITH THREE (3) ONE-YEAR EXTENSIONS AT THE CITY'S OPTION TO 3 LOS ANGELES FREIGHTLINER OF FONTANA PURSUANT TO SECTION 4 3.04.010-113 OF THE MUNICIPAL CODE. 5 SECTION 4. That this purchase is exempt from the formal contract procedures of 6 Section 3.04.010 of the Municipal Code, pursuant to Section 3.04.010 (B)(3) of said Code, 7 "Purchases approved by the Mayor and Common Council". 8 SECTION 5. The authorization to execute the above referenced Purchase Order and 9 10 Agreement is rescinded if it is not executed by both parties within sixty (60) days of the 11 passage of this resolution. 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2013-231 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT 2 AND ISSUANCE OF AN ANNUAL PURCHASE ORDER IN THE AMOUNT OF $55,000 WITH THREE (3) ONE-YEAR EXTENSIONS AT THE CITY'S OPTION TO 3 LOS ANGELES FREIGHTLINER OF FONTANA PURSUANT TO SECTION 4 3.04.010-113 OF THE MUNICIPAL CODE. 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 ajoint regular meeting thereof, held 7 on the 5th day of August , 2013, by the following vote, to wit: 8 9 Council Members: AYES NAYS ABSTAIN ABSENT 10 MARQUEZ x 11 JENKINS x 12 VALDIVIA x 13 SHORETT x 14 KELLEY x 15 16 JOHNSON x 17 MCCAMMACK x 18 19 Geor ann Hanna, City Clerk 20 1* The foregoing resolution is hereby approved this �p�'' day of 21 August , 2013. 22 23 Patri J. Mo is, Mayor City of ernardino 24 Approved as to Form: 25 By: ► -� 26 J7 F. Penman, City Attorney 27 28 2013-231 VENDOR PURCHASE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND LOS ANGELES FREIGHTLINER OF FONTANA This Vendor Service Agreement is entered into this 6th day of August 2013, by and between Los Angeles Freightliner of Fontana ("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 contract for the purchase of specific equipment, parts and supplies, and related repair services for City vehicles and equipment; and WHEREAS, Vendor Los Angeles Freightliner of Fontana is the nearest authorized dealership for Autocar truck parts; 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 specific equipment parts and supplies utilized by the Public Works Department Fleet Management Division for City vehicles and equipment. 2. COMPENSATION AND EXPENSES. a. For the products and/or services delineated above, the CITY, upon presentation of an invoice, shall pay the VENDOR up to the amount of$55,000 for refuse vehicle equipment parts and supplies. Cost is subject to the current "Parts Pro' listing at the time of purchase. Los Angeles Freightliner adjusts its prices on a quarterly basis. b. No other expenditures made by VENDOR shall be reimbursed by CITY. Exhibit"A" 1 2013-231 3. TERM; TERMINATION. The term of this agreement shall be from August 6, 2013 through June 30, 2014, with three (3) one-year extensions at the City's option. Option year one, if exercised, shall be effective July 1, 2014 through June 30, 2015. Option year two, if exercised, shall be effective July 1, 2015 through June 30, 2016. Option year three, if exercised, shall be effective July 1, 2016 through June 30, 2017. This Agreement may be terminated at any time by thirty (30) days' prior 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 date of expiration of current term of the agreement. 4. WARRANTY. Vendor expressly warrants that all products and services supplied to City by Vendor under this agreement shall conform to the specifications, drawings or other description upon which this purchase is based, shall be fit and sufficient for the purpose intended, merchantable, of good material and workmanship, free from defects and free and clear of all liens or encumbrances. Inspection, testing, acceptance or use of the goods by the City shall not affect Vendor's obligations under this warranty, and such warranty shall survive inspections, testing, acceptance and use. Vendor agrees to replace or correct promptly defects or any goods or services not conforming to the foregoing warranty without expense to the City, when notified I of such non-conformity by City. If vendor fails to correct the defects in or replace non- conforming goods or services promptly, City may, after reasonable notice to Vendor, make I such corrections or effect cover, or cure, at Vendor's expense. "Reasonable notice" for I purposes of this section shall not be deemed to require more than 60 calendars days notice I I Exhibit"A" 2 2013-231 before commencement of efforts by the City to effect cover or a cure except upon written agreement of the Parties. 5. 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. 6. INSURANCE. While not restricting or limiting the foregoing, during the term of this Agreement, VENDOR shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory worker's 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 Exhibit"A" 3 2013-231 Insurance furnished to the CITY shall require the insurer to notify CITY of any change or termination in the policy. 7. 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, excepted as permitted to Section 12940 of the California Government Code. 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. VENDOR warrants that it shall comply with any and all business registration requirements of the City's Municipal Code, and any other license, permits, 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: Los Angeles Freightliner 13800 Valley Blvd. Fontana, CA. 92335 Telephone: (909) 510-4438 Attn: Parts Manager Exhibit"A" 4 2013-231 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. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this paragraph. 11. ASSIGNMENT. VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. 13. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. Exhibit"A" 5 ti 2013-231 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. 15. HEADINGS. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its provisions. 16. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 17. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and 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. HI HI /// Exhibit"A" 6 2013-231 VENDOR PURCHASE AGREEMENT BETWEEN CITY OF SAN BERNARDINO AND LOS ANGELES FREIGHTLINER OF FONTANA IN WITNESS THEREOF,the parties hereto have executed this Agreement on the day and date set forth below. Dated: , 2013 LOS ANGELES FREIGHTLINER By: Dated , 2013 CITY OF SAN BERNARDINO By: Allen Parker, City Manager Approved as to Form: By: �2 AV-'i"'`- J s . Penman, City Attorney Exhibit"A" 7 2013-231 VENDOR PURCHASE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND LOS ANGELES FREIGHTLINER OF FONTANA This Vendor Service Agreement is entered into this 6th day of August 2013, by and between Los Angeles Freightliner of Fontana ("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 contract for the purchase of specific equipment, parts and supplies, and related repair services for City vehicles and equipment; and WHEREAS, Vendor Los Angeles Freightliner of Fontana is the nearest authorized dealership for Autocar truck parts; 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 specific equipment parts and supplies utilized by the Public Works Department Fleet Management Division for City vehicles and equipment. 2. COMPENSATION AND EXPENSES. a. For the products and/or services delineated above, the CITY, upon presentation of an invoice, shall pay the VENDOR up to the amount of$55,000 for refuse vehicle equipment parts and supplies. Cost is subject to the current "Parts Pro" listing at the time of purchase. Los Angeles Freightliner adjusts its prices on a quarterly basis. b. No other expenditures made by VENDOR shall be reimbursed by CITY. Exhibit"A" 1 2013-231 3. TERM; TERMINATION. The term of this agreement shall be from August 6, 2013 through June 30, 2014, with three (3) one-year extensions at the City's option. Option year one, if exercised, shall be effective July 1, 2014 through June 30, 2015. Option year two, if exercised, shall be effective July 1, 2015 through June 30, 2016. Option year three, if exercised, shall be effective July 1, 2016 through June 30, 2017. This Agreement may be terminated at any time by thirty (30) days' prior 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 date of expiration of current term of the agreement. 4. WARRANTY. Vendor expressly warrants that all products and services supplied to City by Vendor under this agreement shall conform to the specifications, drawings or other description upon which this purchase is based, shall be fit and sufficient for the purpose intended, merchantable, of good material and workmanship, free from defects and free and clear of all liens or encumbrances. Inspection, testing, acceptance or use of the goods by the City shall not affect Vendor's obligations under this warranty, and such warranty shall survive inspections, testing, acceptance and use. Vendor agrees to replace or correct promptly defects or any goods or services not conforming to the foregoing warranty without expense to the City, when notified of such non-conformity by City. If vendor fails to correct the defects in or replace non- conforming goods or services promptly, City may, after reasonable notice to Vendor, make such corrections or effect cover, or cure, at Vendor's expense. "Reasonable notice" for purposes of this section shall not be deemed to require more than 60 calendars days notice Exhibit"A" 2 2013-231 before commencement of efforts by the City to effect cover or a cure except upon written agreement of the Parties. 5. 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. 6. INSURANCE. While not restricting or limiting the foregoing, during the term of this Agreement, VENDOR shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory worker's 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 Exhibit"A" 3 2013-231 Insurance furnished to the CITY shall require the insurer to notify CITY of any change or termination in the policy. 7. 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, excepted as permitted to Section 12940 of the California Government Code. 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. VENDOR warrants that it shall comply with any and all business registration requirements of the City's Municipal Code, and any other license, permits, 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: Los Angeles Freightliner 13800 Valley Blvd. Fontana, CA. 92335 Telephone: (909) 510-4438 Attn: Parts Manager Exhibit"A" 4 2013-231 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. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this paragraph. 11. ASSIGNMENT. VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. 13. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. Exhibit"A" 5 2013-231 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. 15. HEADINGS. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its provisions. 16. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 17. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and 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 • 2013-231 VENDOR PURCHASE AGREEMENT BETWEEN CITY OF SAN BERNARDINO AND LOS ANGELES FREIGHTLINER OF FONTANA IN WITNESS THEREOF,the parties hereto have executed this Agreement on the day and date set forth below. Dated: , 2013 LOS ANGELES FREIGHTLINER By: , _. Dated , 2013 CITY OF SAN : RNARDINO By: Ae Al /'Parker, City Manager Approved as to Form: By: Ja -s . Penman, City Attorney Exhibit"A" 7