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Home My WebLink About2013-254 1 RESOLUTION NO. 2013-254 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A PURCHASE 3 AGREEMENT AND ISSUANCE OF A PURCHASE ORDER TO JOHNSON POWER 4 SYSTEMS FOR EXTENDED SERVICE COVERAGE ON SEVEN (7) PIERCE FIRE ENGINES IN THE AMOUNT OF $43,820. 5 WHEREAS, on August 6, 2007, the Mayor and Common Council authorized the 6 7 execution of an agreement and purchase order to Pierce Manufacturing Inc., for seven (7) new 8 Pierce fire engines. 9 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 10 11 SECTION 1. That Johnson Power Systems (A Div. of Johnson Machinery Co.) is the 12 selected vendor and has offered a negotiated price for the required extended service coverage 13 for seven (7) Pierce fire engines, attached hereto and incorporated herein marked Exhibit "1". 14 Pursuant to this determination and the San Bernardino Municipal Code Section 15 3.04.010(B)(3), the Director of Finance or designee is hereby authorized and directed to issue 16 17 a Purchase Order to Johnson Power Systems in the amount of $43,820 which will facilitate 18 the procurement of extended service coverage. A copy of the Quote Number 03Q033048 is 19 attached hereto and incorporated herein as Exhibit 1; and 20 SECTION 2. The City Manager is hereby authorized and directed to execute on behalf 21 of the City a Purchase Agreement with Johnson Power Systems (the "Agreement"), a copy of 22 23 which is attached hereto, marked Exhibit A, and incorporated herein by reference as fully as 24 thought set forth at length; and 25 SECTION 3. That Johnson Power Systems Purchase Order shall incorporate by 26 reference this Resolution and Sales Quote Number 03Q033048 dated August 5, 2013, a copy 27 of which is incorporated into the Agreement as Exhibit 1; and 28 . 2013-254 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF 2 SAN BERNARDINO AUTHORIZING THE EXECUTION OF A PURCHASE AGREEMENT AND ISSUANCE OF A PURCHASE ORDER TO JOHNSON POWER 3 SYSTEMS FOR EXTENDED SERVICE COVERAGE ON SEVEN (7) PIERCE FIRE 4 ENGINES IN THE AMOUNT OF $43,820. 5 SECTION 4. The authorization to execute the above referenced Agreement and 6 Purchase Order is rescinded if not fully executed/issued within thirty (30) days of the passage 7 of this Resolution. 8 /// 9 /// 10 11 /// 12 /// 13 /// 14 /// 15 /// 16 17 /// 18 /// 19 /// 20 /// 21 /1/ 22 23 /// 24 /// 25 /// 26 /// 27 /// 28 2013-254 • RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF 1 SAN BERNARDINO AUTHORIZING THE EXECUTION OF A PURCHASE 2 AGREEMENT AND ISSUANCE OF A PURCHASE ORDER TO JOHNSON POWER SYSTEMS FOR EXTENDED SERVICE COVERAGE ON SEVEN (7) PIERCE FIRE 3 ENGINES IN THE AMOUNT OF $43,820. 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 a meeting y joint regular g 7 thereof, held on the 3rd day of September , 2013, by the following vote,to wit: 8 9 Council Members: AYES NAYS ABSTAIN ABSENT 10 MARQUEZ X 11 JENKINS x 12 VALDIVIA 13 SHORETT x 14 15 KELLEY x 16 JOHNSON x 17 MCCAMMACK x 18 19 J :/ // Georgeann anna, City Clerk 20 21 The foregoing resolution is hereby approved this 5 --- day of September , 2013. 22 23 Patrick . Morris, M or 24 . ' San Bernardino 25 Approved as to form: JAMES F. PENMAN, 26 City Attorney 27 By: I 28 2013-254 Exhibit"A" VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND JOHNSON POWER SYSTEMS FOR EXTENDED SERVICE COVERAGE ON 7 PIERCE FIRE ENGINES This Vendor Services Agreement is entered into this 3rd day of September 2013, by and between Johnson Power Systems (A Div. of Johnson Machinery Co.) ("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 extended service coverage on 7 Pierce fire engines; and WHEREAS, the City of San Bernardino have determined that Johnson Power Systems best meets the needs of the Fire Department for the extended service coverage; 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 services, per Quote #03Q033048 dated August 5, 2013, as set forth on Exhibit"1," attached hereto and incorporated herein. 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 $43,820.00 for the 7 Pierce fire engine extended service coverage. b. Upon issuance of a duly authorized City Purchase Order a payment must be processed within 45 days of presentation of invoice for the extended service coverage. c. No other expenditures made by VENDOR shall be reimbursed by CITY. 3. TERM; TERMINATION. The term of this Agreement shall be for a period of seven (7) years or 150,000 miles of the extended service coverage whichever comes first. 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 mutually amended. The duration of this Agreement may be extended with the written consent of both parties. 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 CITY OF SAN BERNARDINO—Johnson Power Systems VENDOR SERVICE AGREEMENT 2013-254 any kind and nature arising from bodily injury, including death, or property damage, based or asserted upon any actual 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 services 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 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 condition, 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, qualifications, insurance and approval of whatever nature that are legally required of VENDOR to practice its business or profession. 2 CITY OF SAN BERNARDINO—Johnson Power Systems VENDOR SERVICE AGREEMENT 2013-254 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: TO THE VENDOR: City of San Bernardino Fire Department Johnson Power Systems 200 East Third Street 656 East La Cadena Dirve San Bernardino, CA 92410 Riverside, CA 92507 Attention: Fire Chief Attention: Karl A. Grambergs Telephone: (909) 384-5286 Telephone: (951) 683-5960 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. 14. SUCCESSORS AND ASSIGNS. 3 CITY OF SAN BERNARDINO—Johnson Power Systems VENDOR SERVICE AGREEMENT 2013-254 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. REMEDIES; WAIVER. All remedies available to either party for one or more breaches by the other party are and shall be deemed cumulative and may be exercised separately or concurrently without waiver of any other remedies. The failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches, unless such waiver shall be in writing and signed by the party against whom enforcement is sought. 18. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supersedes any prior agreements and understandings relating to the subject matter of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. 4 CITY OF SAN BERNARDINO—Johnson Power Systems VENDOR SERVICE AGREEMENT 2013-254 VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND JOHNSON POWER SYSTEMS FOR EXTENDED SERVICE COVERAGE ON 7 PIERCE FIRE ENGINES IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: 11/3 , 2013 JOHNSON POWER SYSTEMS By: y' r.1/1 Its: EV P CO Dated , 2013 CITY OF SAN BERNARDINO By: Allen Parker, City Manager Approved as to Form: James F. Penman, City Attorney By: 1/ 5 CITY OF SAN BERNARDINO—Johnson Power Systems VENDOR SERVICE AGREEMENT 2013-254 Exhibit"A" • VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND JOHNSON POWER SYSTEMS FOR EXTENDED SERVICE COVERAGE ON 7 PIERCE FIRE ENGINES This Vendor Services Agreement is entered into this 3rd day of September 2013, by and between Johnson Power Systems (A Div. of Johnson Machinery Co.) ("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 extended service coverage on 7 Pierce fire engines; and WHEREAS, the City of San Bernardino have determined that Johnson Power Systems best meets the needs of the Fire Department for the extended service coverage; 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 services, per Quote #03Q033048 dated August 5, 2013, as set forth on Exhibit"1," attached hereto and incorporated herein. 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 $43,820.00 for the 7 Pierce fire engine extended service coverage. b. Upon issuance of a duly authorized City Purchase Order a payment must be processed within 45 days of presentation of invoice for the extended service coverage. c. No other expenditures made by VENDOR shall be reimbursed by CITY. 3. TERM; TERMINATION. The term of this Agreement shall be for a period of seven (7) years or 150,000 miles of the extended service coverage whichever comes first. 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 mutually amended. The duration of this Agreement may be extended with the written consent of both parties. 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 CITY OF SAN BERNARDINO—Johnson Power Systems VENDOR SERVICE AGREEMENT 2013-254 any kind and nature arising from bodily injury, including death, or property damage, based or asserted upon any actual 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 services 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 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 condition, 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, qualifications, insurance and approval of whatever nature that are legally required of VENDOR to practice its business or profession. 2 CITY OF SAN BERNARDINO—Johnson Power Systems VENDOR SERVICE AGREEMENT 2013-254 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: TO THE VENDOR: City of San Bernardino Fire Department Johnson Power Systems 200 East Third Street 656 East La Cadena Dirve San Bernardino, CA 92410 Riverside, CA 92507 Attention: Fire Chief Attention: Karl A. Grambergs Telephone: (909) 384-5286 Telephone: (951) 683-5960 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. 14. SUCCESSORS AND ASSIGNS. CITY OF SAN BERNARDINO—Johnson Power Systems VENDOR SERVICE AGREEMENT 2013-254 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. REMEDIES; WAIVER. All remedies available to either party for one or more breaches by the other party are and shall be deemed cumulative and may be exercised separately or concurrently without waiver of any other remedies. The failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches, unless such waiver shall be in writing and signed by the party against whom enforcement is sought. 18. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supersedes any prior agreements and understandings relating to the subject matter of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. 4 CITY OF SAN BERNARDINO—Johnson Power Systems VENDOR SERVICE AGREEMENT 2013-254 VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND JOHNSON POWER SYSTEMS FOR EXTENDED SERVICE COVERAGE ON 7 PIERCE FIRE ENGINES IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: el/i3 , 2013 JOHNSON POWER SYSTEMS r7 1 g By: Y Its: P `ter O Dated er/f , 2013 CITY OF SAN BERNARDINO By: • en Parker, City Manager Approved as to Form: James F. Penman, City Attorney By: , s CITY OF SAN BERNARDINO—Johnson Power Systems VENDOR SERVICE AGREEMENT 2013-254 ExhiU.i,t 1 q Alt w S$ $ g . co a N 0 a. 43 m T- 4 v Q cj tD O N o N N 11 � l‘ v '!! X W � °� W U O a O ° O W t o I a O J 0 co N F4- J , Ii .• IA ` V).0 •:. r--, r O o 0 o r o I. - w J r N �V I N I V x',..: . > a I- v a o a 1� Q cell i .1' ' a go - :m z dCs I� ,__ z W �1Li4 N u•pr� N a Li cq 4, J 13. `e� Z) 16lit ; R, g N 2 0 65 �J ci I; a ∎e S; f v) -o-g:sam u o 4 o g a Q. �� rn G1 � 4, — W re -I a�� to r Cr a v a o N 12. nV � Z ,* CA "4 0 N O O U O -) n u. W W :� � � a 0 zwr J � rztrau. w 1/4� Cr. iy '+4 .• W J 0 V) a W U — U 0 ifi Pin! 0 .. -�` 7 Z Z 4 , z N N T 4 `� W L y8 " m r ■ ."1%.-- ig$ 2 t r a - w r — a! 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