Loading...
HomeMy WebLinkAbout2013-278 RESOLUTION NO. 1 2013-278 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO RATIFYING THE CITY MANAGER'S EXECUTION OF AN 3 ANNUAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO 4 AND THE BOYS & GIRLS CLUB OF SAN BERNARDINO, INC. ("AGREEMENT") TO PROVIDE SERVICES AT THE DELMANN HEIGHTS COMMUNITY CENTER 5 FOR THE PERIOD OF JULY 1, 2012 THROUGH JUNE 30, 2013; AUTHORIZING THE CITY MANAGER TO EXECUTE A FIRST AMENDMENT TO THE 6 AGREEMENT EXTENDING THE TERM OF THE AGREEMENT THROUGH 7 OCTOBER 31, 2013; AND RATIFYING ALL ACTIONS TAKEN PURSUANT TO THE AGREEMENT BETWEEN JULY 1, 2012 AND ADOPTION OF THIS 8 RESOLUTION. 9 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE 10 CITY OF SAN BERNARDINO AS FOLLOWS: 11 SECTION 1: The Mayor and Common Council hereby ratifies the City Manager's 12 13 execution of an annual services agreement between the City of San Bernardino and the Boys 14 & Girls Club of San Bernardino, Inc. ("Agreement") for services at the Delmann Heights 15 Community Center for the period of July 1, 2012 through June 30, 2013, attached hereto as 16 Exhibit "A," and incorporated by reference as though fully set forth at length. 17 18 SECTION 2: The Mayor and Common Council hereby authorizes the City Manager 19 to execute a first amendment to the agreement with the Boys & Girls Club of San 20 Bernardino, Inc. to extend the term of the Agreement through October 31, 2013, attached 21 hereto as Exhibit "B," and incorporated by reference as though fully set forth at length. 22 23 SECTION 3: The Mayor and Common Council hereby ratifies all actions taken 24 pursuant to the Agreement between July 1, 2012 and the adoption of this Resolution. 25 SECTION 4: The authority granted by this Resolution shall expire and be void and 26 of no further effect if the Memorandum of Understanding is not executed by both parties 27 28 within ninety (90) days of passage of this Resolution. 2013-278 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO RATIFYING THE CITY MANAGER'S EXECUTION OF AN 2 ANNUAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND THE BOYS & GIRLS CLUB OF SAN BERNARDINO, INC. ("AGREEMENT") 3 TO PROVIDE SERVICES AT THE DELMANN HEIGHTS COMMUNITY CENTER 4 FOR THE PERIOD OF JULY 1, 2012 THROUGH JUNE 30, 2013; AUTHORIZING THE CITY MANAGER TO EXECUTE A FIRST AMENDMENT TO THE 5 AGREEMENT EXTENDING THE TERM OF THE AGREEMENT THROUGH OCTOBER 31, 2013; AND RATIFYING ALL ACTIONS TAKEN PURSUANT TO 6 THE AGREEMENT BETWEEN JULY 1, 2012 AND ADOPTION OF THIS 7 RESOLUTION. 8 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor 9 and Common Council of the City of San Bernardino at a joint rpgttl ar meeting 10 thereof, held on the 7th day of October , 2013, by the following vote, to wit: 11 12 Council Members: AYES NAYS ABSTAIN ABSENT 13 MARQUEZ x 14 JENKINS x 15 VALDIVIA x 16 SHORETT x 17 KELLEY x 18 19 JOHNSON x 20 MCCAMMACK x 21 22 , � Ge e, Hanna ity Clerk 23 The foregoing resolution is hereby approved this q or day of October , 2013. 24 '04; 116 J. Morris, Ma s 25 City of San Bernardino 26 Approved as to form: 27 JAMES F. PENMAN, City Attorney 28 2013-278 CITY OF SAN BERNARDINO BOYS AND GIRLS CLUB OF SAN BERNARDINO INC. SERVICES AGREEMENT This Services Agreement is entered into this 7th day of October ,2012,by and between Boys&Girls Club of San Bernardino, Inc. ("CONTRACTOR")and the City of San Bernardino("CITY"or"San Bernardino"). WITNESSETH: WHEREAS,the CITY has provided vital social,recreational and community services to Ward 6 residents for 40 years at the Delmann Heights Community Care Center;and WHEREAS, the CITY desires to continue and expand social, recreational and community services to Ward 6 residents;and WHEREAS, CONTRACTOR has demonstrated experience in the management and operation of social, recreational and community services to the citizens of San Bernardino, in ' particular Ward 6 residents; and WHEREAS,the CITY desires to retain the services of CONTRACTOR for the purpose of management and operation of social, recreational and community services at Delmann Heights Community Center. NOW,THEREFORE,the parties hereto agree as follows: 1. SCOPE OF SERVICES. CONTRACTOR shall, perform and carry out in a good and professional manner the following services: A. Operate the Delmann Heights Community Center Monday through Friday, 9 am to 6 pm, and select Saturday for special programming, exclusive of the holidays on which City 1 2013-278 Hall is closed. B. Plan and implement youth, teen and family programs. The Center's operating days and hours are Monday through Friday, 9 am to 6 pm, and select Saturdays for special programming, July 21 through September 8, 2011. Beginning September 10, 2011 operating hours shall be Monday through Friday, 9 am to 7 pm. This schedule is exclusive of city observed holidays. Special programming will include tutoring, life skills development, conflict resolution, sports and other general recreation activities. A minimum of six(6)different youth/teen activities per week shall be offered in this regard. C. Plan and implement all annual events to include(or recommend a substitute event): • • Halloween Carnival—in October •. Annual Spring Egg Hunt—Prior to Easter Sunday • Winter Holiday Party—in December • Del Fest—in September • Additional Special Events: Plan and conduct two (2)additional annual events of CONTRACTOR'S choosing. Provide an event calendar outlining each event date and name,proposed activities and clients to be served. D. Park Facilities including the track, field, basketball courts and baseball field will be available for use by the CONTRACTOR for no cost when not in use by the CITY. CONTRACTOR must submit a written request for use of these facilities in advance to CITY. A schedule of CITY use of these facilities will be available for review by CONTRACTOR upon request. E. Pool Operation: Program Responsibilities will include,but are not limited to: 2 2013-278 • Staff recruitment, training and scheduling sufficient to satisfy CONTRACTOR's obligations under this Agreement. Staff shall include sufficient certified lifeguards to enable constant surveillance of the pool area and to assure the safety of the users; CONTRACTOR shall assure that all lifeguards' certificates are current. • All staff working directly with children shall submit to and pass a "Live Scan" background check. • Daily custodial upkeep of the restrooths and showers/changing rooms to ensure a clean condition and in good repair. • Recording and maintenance of a daily log of disinfectant residual, chemical pH and maintenance procedures such as`cleaning of filters and quantity of chemicals used,as required by County'Environm.ental Health Services. • Provision/purchase and maintenance of, appropriate aquatics equipment (rescue and safety equipment,umbrellas,equipment bags,cashiering items, first aid kit). • Development and utilization of a system for entry/exit of patrons and related fee collection and deposit procedures. This procedure shall be shared with the City representative no later than two weeks prior to summer pool opening date. • Develop and train staff thoroughly in a Critical Incident Response procedure. The pool operation will include at a minimum,recreation swim open to the public,one session each day,Monday through Saturday, 12 pm—7 pm, from June 25 though August 25 of each year. CONTRACTOR shall comply with all posted pool rules and all applicable State, County and City statutes, ordinances and regulations 3 2013-278 concerning public pool operations. CONTRACTOR shall conduct the following routine and on-going maintenance tasks: • Clean pool deck on a daily basis • Check empty filter baskets for the main pool circulation pump every other day • Clean pool skimmer baskets daily • Maintain water level at the level of the skimmers at all times • Remove floating scum,sputum,trash and debris CONTRACTOR-shall immediately contact the Parks, Recreation and Community Services Department for concerns requiring City staff attention. • Maintain and place out all .required safety signs on the pool deck during times of operation to the general public(at minimum: pool rules,CPR sign,pool capacity, emergency response number=9-1-I}. -• ^ Walls,ceilings,partitions,doors, lockers and similar surfaces and equipment shall be kept clean and clear of graffiti in a manner acceptable to the City as often as necessary to be kept in a good condition. • Toilets, urinals, showers, wash basins, and other plumbing fixtures shall be maintained in a clean condition. CONTRACTOR shall conduct a daily morning preventative maintenance walk- through during pool season to ensure a clean and safe operation and record results on a Daily Maintenance Checklist,as provided by the CITY. F. Additional Programs/Hours of Operation The CONTRACTOR may desire to create additional activities and programs at the 4 2013-278 Community Center and/or expand the hours and dates of operation. Any additional activities, programs or hours and dates of operation will be communicated to CITY in writing by CONTRACTOR and approved in writing by CITY in advance. G. CONTRACTOR shall provide the CITY information for the seasonal Activity Guide four times annually, respectively on April 23rd (Summer period), July 15th (Fall period),. October 24th (Winter period), and February 1st(Spring period). H. The City's liaison will meet with the CONTRACTOR and Delmann Heights office staff each month.. _ .I. CONTRACTOR and CITY shall prepare an annual programming and supervision budget for the upcoming fiscal year(July 1 —June;30) for operation of the Center no later than June 1st of the preceding year. The. CITY agrees to share in the cost of the Delmann Heights Community Center program in the amount of$7,155.00 per,month and not to exceed $85,860.00 annually, payable by the 10th of each month preceding the month of service to be provided. The fee for services will cover all basic expenses incurred by the CONTRACTOR under this Agreement. No other expenditures made by CONTRACTOR shall be reimbursed by CITY without the prior written approval of the CITY. CONTRACTOR shall provide the CITY with a monthly report of services provided and number of persons served as noted herein.in Section 2. 2. RECORDS AND INSPECTIONS. CONTRACTOR shall mainta'n full and accurate records with respect to all matters covered under this agreement. CONTRACTOR shall provide to CITY a monthly report of services provided and number of persons served by the third business day of each month. 5 2013=278 3. TERM; TERMINATION. The term of this Agreement is from July 1,2011 through June 30, 2012, with option of three (3) single year extensions upon mutual consent of the CITY and CONTRACTOR. Either party may terminate this Agreement at any time by thirty (30) days' written notice. The terms of this .Agreement shall remain in force unless mutually amended in writing. 4. INDEMNITY. CITY agrees to indemnify and hold harmless CONTRACTOR, its employees, officers, agents and volunteers from any and all claims,actions,or losses,damages and/or liability resulting from CITY'S negligent acts or omissions arising from the CITY'S performance of its obligations under this Agreement. CONTRACTOR agrees to indemnify and hold harmless CITY, its employees, officers, agents, and volunteers from any and all claims, actions, or losses;`-damages and/or liability resulting from CONTRACTOR'S negligent acts or omissions arising from the CONTRACTOR'S performance of its obligations under this Agreement. In the event that CITY and/or CONTRACTOR is found to be comparatively at fault for any claim, action;,loss, or damage which results from their respective obligations under the Agreement, CITY<;and/or CONTRACTOR shall indemnify the other to the extent of this comparative fault. The costs, salary and expenses of the City Attorney and members of his office in enforcing this agreement shall be considered as costs for the purposes of this paragraph. 5. INSURANCE. While not restricting or limiting the foregoing, during the term of this Agreement, CONTRACTOR 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 as required by law, 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 Certificates of Insurance furnished to the CITY shall require the insurer to /// 6 2013-278 provide to CITY at least thirty(30)days' written notice in advance of any change in coverage or termination of the policy. 6. NON-DISCRIMINATION. In the performance of this Agreement and in the hiring and recruitment of employees, CONTRACTOR shall not engage in, nor permit its officers, employees or agents to engage in, :discrimination in the 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 membership in any other classification protected by law. 7. INDEPENDENT CONTRACTOR. CONTRACTOR shall perform work tasks provided by this Agreement but for all intents and purposes CONTRACTOR and its agents or employees'shall:be an independent CONTRACTOR and not an agent or eipooyee of the CITY. CONTRACTOR shall secure, at its expense,:and be . . responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation,Unemploymerit Compensation,:and other payroll deductions for CONTRACTOR and its "officers, agents, and employees, and all business license, if any are required, in • . connection with the services to be performed hereunder. & ASSIGNMENT OR SUBCONTRACTING. CONTRACTOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the CONTRACTOR'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. 7 2013-278 9. LEGAL ACTIONS;GOVERNING LAW; VENUE. In addition to any other rights or remedies, either party may institute legal action to cure,correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purposes of this Agreement Such legal actions shall be filed and litigated in the Superior Court of the County of San Bernardino, California. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 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. 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. 12. ENTIRE AGREEMENT. This Agreement and any documents or instruments attached hereto or referred to herein integrate all terms and conditions mentioned herein or incidental hereto, and supersede all negotiations and prior writings in respect to the subject matter hereof. In the event of conflict between the terms, conditions or provisions of this Agreement and any such document or instrument, the 8 2013-278 terms and conditions of this Agreement shall prevail. 13. 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 the Agreement shall remain in full force and effect. 14. REMEDIES/WAIVER. All remedies available to either party for one or more breaches by the other party are and-shall be deemed cumulative and xnay: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. xf. 15. 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 CONTRACTOR: Parks,Recreation and Boys&Girls Club of San Bernardino,Inc. Community Services Department 1180 W.9'h Street 1350 South"E"Street San Bernardino,CA 92411 San Bernardino,CA 92408 (909) 888-6751 Fax(909)888-1474 (909)384-5233 Fax(909)384-5160 /1/ 9 2013-278 CITY OF SAN BERNARDINO BOYS AND GIRLS CLUB OF SAN BERNARDINO INC. SERVICES AGREEMENT IN WITNESS THEREOF,the parties hereto have executed this Agreement on the day and date set forth below. Date: � Date: � Z$ c f City of San Bernardino Boys&G' is Club of San Bernardino,Inc. B # IA B di t ,,,0 Andrea Travis-Miller, Interim City Manager A.T.• •cutive Director Approved as to Form: James F. Penman,City Attorney By: r,,oth4:4 ' lr � G4' 917c- . 10 2013-278 FIRST AMENDMENT TO CITY OF SAN BERNARDINO 2 BOYS & GIRLS CLUB OF SAN BENRARDINO INC. SERVICES AGREEMENT 3 This First Amendment (the "First Amendment") to the Services Agreement, originally 4 5 entered into on August 28, 2012 (the "Service Agreement"), is hereby entered into this 7th 6 day of October 2013 by and between the City of San Bernardino ("City") and Boys & 7 Girls Club of San Bernardino, Inc. 8 NOW, THEREFORE,the parties hereto agree to amend the Service Agreement as 9 0 follows: 11 1. Section 3 of the Services Agreement is amended to read: 12 "3. TERM; TERMINATION. 13 The term of this Agreement is from July 1, 2012 through October 31, 2013. Either party may terminate this Agreement at any time 14 by thirty (30) days written notice. The terms of this Agreement shall remain in force unless mutually amended in writing." 15 16 2. Except as set forth in this First Amendment, all other terms of the Service 17 Agreement shall continue in full force and effect. 18 19 /// 20 /// 21 /// 22 /// 23 24 /// 25 III 26 27 /// 28 2013-278 FIRST AMENDMENT TO CITY OF SAN BERNARDINO 2 BOYS & GIRLS CLUB OF SAN BENRARDINO INC. SERVICES AGREEMENT 3 IN WITNESS THEREOF, the parties hereto have executed this First Amendment to the 4 5 Agreement on the day and date set forth above. 6 7 CITY OF SAN BERNARDINO 8 9 Allen J. Parker, City Manager 10 11 BOYS & GIRLS CLUB OF SAN BERNARDINO, INC. 12 13 14 A. Majadi, Executive Director 15 Approved as to form: 16 JAMES F. PENMAN, City Attorney 17 By: 18 ' 19 20 21 22 23 24 25 26 27 28 2013-278 CITY OF SAN BERNARDINO BOYS AND GIRLS CLUB OF SAN BERNARDINO INC. SERVICES AGREEMENT This Services Agreement is entered into this 7rh day of October ,2012,by and between Boys&Girls Club of San Bernardino, Inc. ("CONTRACTOR")and the City of San Bernardino("CITY"or"San Bernardino"). WITNESSETH: WHEREAS,the CITY has provided vital social, recreational and community services to Ward 6 residents for 40 years at the Delmann Heights Community Care Center;and WHEREAS, the CITY desires to continue and expand social, recreational and community services to Ward 6 residents;and WHEREAS, CONTRACTOR has demonstrated experience in the management and operation of social, recreational and community services to the citizens of San Bernardino, in particular Ward 6 residents; and WHEREAS,the CITY desires to retain the services of CONTRACTOR for the purpose of management and operation of social, recreational and community services at Delmann Heights Community Center. NOW,THEREFORE,the parties hereto agree as follows: 1. SCOPE OF SERVICES. CONTRACTOR shall, perform and carry out in a good and professional manner the following services: A. Operate the Delmann Heights Community Center Monday through Friday, 9 am to 6 pm, and select Saturday for special programming, exclusive of the holidays on which City 1 2013-278 Hall is closed. B. Plan and implement youth, teen and family programs. The Center's operating days and hours are Monday through Friday, 9 am to 6 pm, and select Saturdays for special programming, July 21 through September 8, 2011. Beginning September 10, 2011 operating hours shall be Monday through Friday, 9 am to 7 pm. This schedule is exclusive of city observed holidays. Special programming will include tutoring, life skills development, conflict resolution, sports and other general recreation activities. A minimum of six(6)different youth/teen activities per week shall be offered in this regard. • C. Plan and implement all annual events to.include(or recommend a substitute event): • • Halloween Carnival—in October • Annual Spring Egg Hunt—Prior to Easter Sunday • Winter Holiday Party_in December • Del Fest—in September • Additional Special Events: Plan and conduct two (2) additional annual events of CONTRACTOR'S choosing. Provide an event calendar outlining each event date and name,proposed activities and clients to be served. D. Park Facilities including the track, field, basketball courts and baseball field will be available for use by the CONTRACTOR for no cost when not in use by the CITY. CONTRACTOR must submit a written request for use of these facilities in advance to CITY. A schedule of CITY use of these facilities will be available for review by CONTRACTOR upon request. E. Pool Operation: Program Responsibilities will include,but are not limited to: 2 2013-278 • Staff recruitment, training and scheduling sufficient to satisfy CONTRACTOR's obligations under this Agreement. Staff shall include sufficient certified lifeguards to enable constant surveillance of the pool area and to assure the safety of the users; CONTRACTOR shall assure that all lifeguards' certificates are current. • All staff working directly with children shall submit to and pass a "Live Scan" background check. • Daily custodial upkeep of the restrooins and showers/changing rooms to ensure a clean condition and in good repair. • Recording and maintenance of a daily log of disinfectant residual, chemical pH and maintenance procedures such as`cleaning of filters and quantity of chemicals used, as required by County Environmental Health Services. • Provision/purchase and maintenance of, appropriate aquatics equipment (rescue and safety equipment,umbrellas,equipment bags,cashiering items, first aid kit). • Development and utilization of a system for entry/exit of patrons and related fee collection and deposit procedures. This procedure shall be shared with the City representative no later than two weeks prior to summer pool opening date. • Develop and train staff thoroughly in a Critical Incident Response procedure. The pool operation will include at a minimum,recreation swim open to the public,one session each day,Monday through Saturday, 12 pm—7 pm, from June 25 though August 25 of each year. CONTRACTOR shall comply with all posted pool rules and all applicable State, County and City statutes, ordinances and regulations 3 2013-278 concerning public pool operations. CONTRACTOR shall conduct the following routine and on-going maintenance tasks: • Clean pool deck on a daily basis • Check empty filter baskets for the main pool circulation pump every other day ' • Clean pool skimmer baskets daily • Maintain water level at the level of the skimmers at all times • Remove floating scum, sputum,trash and debris CONTRACTOR-shall immediately contact the Parks, Recreation and Community Services Department for concerns requiring City staff attention. . • Maintain and place out all .required safety signs nn the pool deck during times of - operation to the general public(at minimum: pool rules,CPR sign,pool capacity, emergency response number=9-1-1), • Walls,ceilings,partitions, doors, lockers and similar surfaces and equipment shall be kept clean and clear of graffiti in a manner acceptable to the City as often as necessary to be kept in a good condition. • Toilets, urinals, showers, wash basins, and other plumbing fixtures shall be maintained in a clean condition. CONTRACTOR shall conduct a daily morning preventative maintenance walk- through during pool season to ensure a clean and safe operation and record results on a Daily Maintenance Checklist,as provided by the CITY. F. Additional Programs/Hours of Operation The CONTRACTOR may desire to create additional activities and programs at the 4' 2013-278 Community Center and/or expand the hours and dates of operation. Any additional activities, programs or hours and dates of operation will be communicated to CITY in writing by CONTRACTOR and approved in writing by CITY in advance. G. CONTRACTOR shall provide the CITY information for the seasonal Activity Guide four , times annually, respectively on April 23rd (Summer period), July 15th (Fall period), October 24th (Winter period),and February 1st(Spring period). H. The City's liaison will meet with the CONTRACTOR and Dehnann Heights office staff each month. . . _ .I. .CONTRACTOR and CITY shall prepare an annual programming and supervision budget for the upcom'ng fiscal year(July 1 —June.30) for operation of the Center no later than June 1st of the preceding year. The CITY agrees to share in the cost of the Delmann Heights Community Center program in the amount of$7,155.00 per month and not to exceed $85,860.00 annually, payable,by the 10th of each month preceding the month of service to be provided. The fee for services will cover all basic expenses incurred by the CONTRACTOR under this Agreement. No other expenditures made by CONTRACTOR shall be reimbursed by CITY without the prior written approval of the CITY. CONTRACTOR shall provide the CITY with a monthly report of services provided and number of persons served as noted herein in Section 2. 2. RECORDS AND INSPECTIONS. CONTRACTOR shall maintain full and accurate records with respect to all matters covered under this agreement. CONTRACTOR shall provide to CITY a monthly report of services provided and number of persons served by the third business day of each month. 5 2013-278 3. TERM; TERMINATION. The term of this Agreement is from July 1,2011 through June 30, 2012, with option of three (3) single year extensions upon mutual consent of the CITY and CONTRACTOR. Either party may terminate this Agreement at any time by thirty (30) days' written notice. The terms of this 'Agreement shall remain in forceunless mutually amended in writing. 4. INDEMNITY. CITY agrees to indemnify and hold harmless CONTRACTOR, its employees, officers, agents and volunteers from any and all claims,actions,or losses,damages and/or liability resulting from CITY'S negligent acts or omissions arising from the CITY'S performance of its obligations . under this Agreement: CONTRACTOR agrees to indemnify and hold harmless CITY, its - employees, officers, agents, and volunteers from any and all claims, actions, or losses;'damages and/or liability resulting from CONTRACTOR'S negligent acts or omissions arising from the CONTRACTOR'S performance of its obligations under this Agreement. In the event that'CITY and/or CONTRACTOR is found to be comparatively at fault for any claim, action, ,loss, or damage which results from.their respective obligations under the Agreement, CITY;;and/or CONTRACTOR shall indemnify the other to the extent of this comparative fault. The costs, salary and expenses of the City Attorney and members of his office in enforcing this agreement shall be considered as costs for the purposes of this paragraph. 5. INSURANCE. While not restricting or limiting the foregoing, during the term of this Agreement, CONTRACTOR 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 as required by law, 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 Certificates of Insurance furnished to the CITY shall require the insurer to /// 6 2013-278 provide to CITY at least thirty(30)days' written notice in advance of any change in coverage or termination of the policy. 6. NON-DISCRIMINATION. In'the performance of this Agreement and in the hiring and recruitment of employees, CONTRACTOR shall not engage in, nor permit its officers, employees or agents to engage in, ,discrimination in the 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 membership in any other classification protected by law. 7. INDEPENDENT CONTRACTOR. CONTRACTOR shall perform work tasks provided by this Agreement but for all intents and purposes CONTRACTOR and its agents or.employees?shall:be an independent CONTRACTOR and not an agent or employee of the CITY. 'CONTRACTOR shall secure, of 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 CONTRACTOR and its "officers, agents, and employees, and all business license, if any are required, iii' • connection with the services to be performed hereunder. 8. ASSIGNMENT OR SUBCONTRACTING. CONTRACTOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the CONTRACTOR'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. 7 2013-278 • 9. LEGAL ACTIONS;GOVERNING LAW; VENUE. In addition to any other rights or remedies, either party may institute legal action to cure,correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purposes of this Agreement. Such legal actions shall be filed and litigated in the Superior Court of the County of San Bernardino, California. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 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--officein enforcing tills Agreement on behalf of the CITY shall be considered as "attorneys':fees''for the purposes of this paragraph. 11. 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. 12. ENTIRE AGREEMENT. This Agreement and any documents or instruments attached hereto or referred to herein integrate all terms and conditions mentioned herein or incidental hereto, and supersede all negotiations and prior writings in respect to the subject matter hereof. In the event of conflict between the terms, conditions or provisions of this Agreement and any such document or instrument, the 8 2013-278 • terms and conditions of this Agreement shall prevail. 13. 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 the Agreement shall remain in full force and effect. 14. REMEDIES/WAIVER.. All remedies available to either party for one or more breaches by the other party are and shall be deemed cumulative and maybe exercised separately or concurrently without waiver of any other remedies.The failure of either party to act m 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. :rt r, . , 15. 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 CONTRACTOR: Parks,Recreation and Boys&Girls Club of San Bernardino,Inc. Community Services Department 1180 W.9th Street 1350 South"E"Street San Bernardino,CA 92411 San Bernardino,CA 92408 (909)888-6751 Fax(909)888-1474 (909)384-5233 Fax(909)384-5160 /1/ 9 2013-278 • CITY OF SAN BERNARDINO BOYS AND GIRLS CLUB OF SAN BERNARDINO INC. SERVICES AGREEMENT IN WITNESS THEREOF,the parties hereto have executed this Agreement on the day and date set forth below. Date: 1?.?I `' Dat ''� �� { �i Date: City of San Bernardino Boys&G. is Club of San Bernardino,Inc. EmaBy . . SI A II 1 0"/A LA By: .' ` Andrea Travis-Miller, Interim City Manager A� cutive Director• Approved as to Form: James F.Penman,City Attorney f �� i.�.rte► �,�► �' r(fe 9/7 10 IL 2013-278 FIRST AMENDMENT TO CITY OF SAN BERNARDINO 2 BOYS & GIRLS CLUB OF SAN BENRARDINO INC. SERVICES AGREEMENT 3 This First Amendment (the "First Amendment")to the Services Agreement, originally 4 5 entered into on August 28, 2012 (the "Service Agreement"), is hereby entered into this 7th 6 day of October 2013 by and between the City of San Bernardino ("City") and Boys & 7 Girls Club of San Bernardino, Inc. 8 NOW, THEREFORE,the parties hereto agree to amend the Service Agreement as 9 10 follows: 11 1. Section 3 of the Services Agreement is amended to read: 12 "3. TERM; TERMINATION. 13 The term of this Agreement is from July 1, 2012 through October 31, 2013. Either party may terminate this Agreement at any time 14 by thirty (30) days written notice. The terms of this Agreement shall remain in force unless mutually amended in writing." 15 16 2. Except as set forth in this First Amendment, all other terms of the Service 17 Agreement shall continue in full force and effect. 18 19 /// 20 /// 21 /// 22 /// 23 24 /// 25 III 26 27 /// 28 J' 2013-278 FIRST AMENDMENT TO 1 CITY OF SAN BERNARDINO 2 BOYS & GIRLS CLUB OF SAN BENRARDINO INC. SERVICES AGREEMENT 3 IN WITNESS THEREOF,the parties hereto have executed this First Amendment to the 4 5 Agreement on the day and date set forth above. 6 CITY OF SAN BERNARDINO 7 8 <rd: 9 Allen J. P er, City Manager 10 11 BOYS & QIRLS CLUB OF SAN lIERNARDINO, INC. 12 t _ U 14 A. MajadiE ecuti irector 15 Approved as to form: 16 JAMES F. PENMAN, City Attorney 17 By: 18 ' 19 20 21 22 23 24 25 26 27 28