HomeMy WebLinkAbout2013-288 RESOLUTION NO. 2013-288
1
2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN INTERNSHIP
3 AGREEMENT BETWEEN THE TRUSTEES OF CALIFORNIA STATE
UNIVERSITY, SAN BERNARDINO AND THE CITY OF SAN BERNARDINO.
4
5 NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON
6 COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:
7 SECTION 1. The City Manager of the City of San Bernardino is hereby authorized
8 and directed to execute on behalf of said City an Internship Agreement between the Trustees
9 of California State University, San Bernardino and the City of San Bernardino, a copy of
10
which is attached hereto marked Exhibit "A" and incorporated herein by reference as fully
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12 as though set forth at length.
13 SECTION 2. The authorization granted hereunder shall expire and be void and of no
14 further effect if the agreement is not executed by both parties and returned to the Office of the
15 City Clerk within sixty (60) days following the effective date of the Resolution.
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2013-288
1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
2 SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN INTERNSHIP
AGREEMENT BETWEEN TRUSTEES OF CALIFORNIA STATE UNIVERSITY,
3 SAN BERNARDINO AND THE CITY OF SAN BERNARDINO.
4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor
5 and Common Council of the City of San Bernardino at a j oint regular meeting
6
thereof, held on the 2lstday of October , 2013, by the following vote,to wit:
7
8 Council Members: AYES NAYS ABSTAIN ABSENT
9 MARQUEZ x
10 JENKINS x
11 VALDIVIA x
12
SHORETT x
13
14 VACANT
15 JOHNSON x
16 MCCAMMACK x
17
18 G
Georg nn Hanna, • y Clerk
19
20 The foregoing Resolution is hereby approved this 2 L day of October , 2013.
21
22 Pat .ck J. Morris�lCfayec '
• of San Bernardino
23
24 Approved as to form:
JAMES F. PENMAN,
25 City Attorney
26 By: 17 G� -
27
28
2013-288
MASTER INTERNSHIP AGREEMENT
Between CITY OF SAN BERNARDINO and
TURSTEES OF CALIFORNIA STATE UNIVERSITY
THIS AGREEMENT is made and entered into this 21st day of October, 2013 ("Effective Date"),
by and between the CITY OF SAN BERNARDINO, a charter city ("CITY"), and the Trustees of
the California State University, California, / California State University, San Bernardino
hereinafter referred to as ("the INSTITUTION").
RECITALS:
A. WHEREAS, the INSTITUTION provides accredited instructional programs, which
require or benefit from off-site learning experiences (hereinafter the INSTITUTION's
PROGRAMS); and
B. WHEREAS, CITY has facilities and professional staff suitable for the
INSTITUTION'S PROGRAMS; and
C. WHEREAS, CITY is willing to allow the INSTITUTION to place students in
appropriate CITY departments for specific learning experience;
D. WHEREAS, CITY and the INSTITUTION desire to enter into a master student
internship agreement that pertains to liability and other general term;
E. WHEREAS, CITY and the INSTITUTION understand that a City department may
establish a work plan with individual students pertaining to the specific duties and benefits of a
particular internship;
F. NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the parties agree as follows:
AGREEMENT
1. CITY shall:
a) Provide and maintain facilities, as presently available and as necessary, for the
Internship Program, in its sole discretion.
b) Assure that staff is adequate in number and quality to provide safe and continuous
management of the Internship Program in cooperation with the INSTITUTION and, if
applicable, the INSTITUTION'S instructor.
c) Request emergency first aid for any student who becomes sick or injured by
conditions caused by a student's participation in the Internship Program at CITY.
d) Have the right, after consultation with the INSTITUTION, to refuse to accept for
further programs any of the INSTITUTION'S students who, in CITY'S judgment are
not participating satisfactorily. Students not following CITY policies will be removed
from the CITY facilities immediately.
2. INSTITUTION shall:
a) In consultation and coordination with CITY'S staff, arrange for periodic conferences
between appropriate representatives of the INSTITUTION and CITY to evaluate the
2013-288
Internship Program.
b) Designate the students who are enrolled in the INSTITUTION to be considered by
the CITY for the Internship Program, in such numbers as are mutually agreed to by
both parties.
c) Oversee the Internship Program between INSTITUTION and the CITY and, if
applicable to the program, provide supervisory instructors for the Internship
Program provided for in this Agreement. Keep all attendance and academic records
of students participating in the Internship Program.
d) Advise every student to follow all applicable CITY policies, procedures, and
regulations, and all requirements and restrictions specified by representatives of the
INSTITUTION and the CITY.
e) Certify to CITY, at the time each student first reports to CITY, that student has
complied with the following:
1) Provide evidence of health insurance coverage;
2) Completed any prerequisite training necessary for participation in the Internship
Program. The INSTITUTION will maintain records documenting this training;
3) If applicable to the Internship Program, the INSTITUTION shall require students
to show proof that the student has been immunized against common
communicable diseases; and
4) If applicable to the Internship Program, completed a Tuberculosis test which
resulted in a negative tuberculin skin test or negative chest x-ray.
3) GENERAL PROVISIONS
3.1 Independent Contractor. The INSTITUTION, at all times while performing under
this Agreement, is and shall be acting as an independent contractor and not as an agent or
employee of CITY. The INSTITUTION shall secure, at its own expense, and be responsible for
any and all payment of wages, benefits and taxes including, but not limited to, Income Tax,
Social Security, State Disability Insurance Compensation, Unemployment Compensation, and
other payroll deductions for the INSTITUTION and its officers, agents, and employees, and all
business licenses, if any are required, in connection with the services to be performed
hereunder. Neither the INSTITUTION nor its officers, agents and employees shall be entitled to
receive any benefits which employees of CITY are entitled to receive and shall not be entitled to
workers' compensation insurance, unemployment compensation, medical insurance, life
insurance, paid vacations, paid holidays, pension, profit sharing or social security on account of
the INSTITUTION and its officers', agents' and employees' work for the CITY. This Agreement
does not create the relationship of agent, servant, employee partnership or joint venture
between the CITY and the INSTITUTION.
3.2 Indemnification and Hold Harmless. Except as may be otherwise provided in this
Agreement, each party shall indemnify, hold harmless and defend the other party from any and
all loss, liability, claim, lawsuit, injury, expense or damages whatsoever, including, but not
limited to, attorneys' fees and court costs, arising out of, incident to or in any manner
occasioned by the performance or nonperformance by such indemnifying party, its agents,
employees, servants, or subcontractors, of any covenant or condition of this Agreement or by
the negligence, improper conduct or intentional acts or omissions of such indemnifying parties,
its agents, employees, servants, or subcontractors.
3.3 Minimum Scope and Limits of Insurance. The INSTITUTION and CITY shall
obtain and maintain during the term of this Agreement all of the following insurance coverages:
2013-288
(a) Commercial general liability, including premises-operations,
products/completed operations, broad form property damage, blanket
contractual liability, independent contractors, personal injury with a policy
limit of not less than One Million Dollars ($1,000,000.00), combined single
limits, per occurrence and aggregate.
(b) Automobile liability for owned vehicles, hired, and non-owned vehicles,
with a policy limit of not less than One Million Dollars ($1,000,000.00),
combined single limits, per occurrence and aggregate.
(c) Workers' compensation insurance as required by the State of California.
A valid certificate of self-insurance may be provided to satisfy this provision.
3.4 No Monetary Obligation. There shall be no monetary obligation on the
INSTITUTION or CITY, one to the other, except as expressly provided herein.
3.5 Term of Agreement. This Agreement shall remain in effect for one year from the
Effective Date and may be renewed for one-year periods subject to the termination provisions of
this paragraph. CITY or the INSTITUTION may terminate this Agreement without cause upon
thirty (30) days written notice to the other party.
3.6 Non-discrimination. In performing this Agreement, the INSTITUTION 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, genetic or sexual
orientation and that all City policies and ordinances apply to this agreement. City shall comply
with its policies and ordinances.
3.7 Assignment: The INSTITUTION shall not voluntarily or by operation of law
assign, transfer, sublet or encumber all or any part of the INSTITUTION'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 shall be
cause for termination of this Agreement. Regardless of CITY's consent, no subletting or
assignment shall release the INSTITUTION of the INSTITUTION's obligation to perform all other
obligations to be performed by the INSTITUTION hereunder for the term of this Agreement.
3.8 Entire Agreement. This Agreement constitutes the entire Agreement between
the parties with respect to any matter referenced herein and supersedes any and all other prior
writings and oral negotiations. This Agreement may be modified only in writing, and signed by
the parties in interest at the time of such modification. The terms of this Agreement shall prevail
over any inconsistent provision in any other contract document appurtenant hereto, including
exhibits to this Agreement.
3.9 Compliance With Law. The INSTITUTION shall, at the INSTITUTION'S sole cost
and expense, comply with all City, County, State, and federal law now in force or which may
hereafter be in force with regard to this Agreement. The judgment of any court of competent
jurisdiction, or the admission of the INSTITUTION in any action or proceeding against the
INSTITUTION, whether CITY is a party thereto or not, that the INSTITUTION has violated any
such law, shall be conclusive of that fact as between the INSTITUTION and CITY.
3.10 Governing Law. This Agreement shall be governed by and construed under the
laws of the State of California without giving effect to that body of laws pertaining to conflict of
2013-288
laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto
agree that the sole and exclusive venue shall be a court of competent jurisdiction located in San
Bernardino County, California, or in the United States District Court for the Central District of
California.
3.11 Notices. Any notices, documents, correspondence or other communications
concerning this Agreement or the work hereunder may be provided by personal delivery,
facsimile or mail and shall be addressed as set forth below. Such communication shall be
deemed served or delivered: a) at the time of delivery if such communication is sent by personal
delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48
hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such
communication is sent through regular United States mail.
IF TO CITY: IF TO THE INSTITUTION:
City Manager Director of Procurement and Support Services
300 North "D" Street Kathy Hansen
San Bernardino, CA 92412 5500 University Parkway
Telephone (909) 384-5122 San Bernardino, CA 92407
Telephone: (909) 537-5142
2013-288
MASTER INTERNSHIP AGREEMENT
Between CITY OF SAN BERNARDINO and
TURSTEES OF CALIFORNIA STATE UNIVERSITY
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
and through their respective authorized officers, as of the date first above written.
CITY OF SAN BERNARDINO, THE TRUSTEES OF THE
A Municipal Corporation CALIFORNIA STATE UNIVERSITY,
CALIFORNIA
Allen P rker, City Manager Kathy Hansen, Director of
Procurement & Support Services
ATTEST:
, / C------ ii ;/.4_4,,
Georgeann H ' a, City Clerk
APPROVED AS TO FORM:
1 ‘71'''''N
07 i
ES F. PENMAN,
y Attorney
2013-288
MASTER INTERNSHIP AGREEMENT
Between CITY OF SAN BERNARDINO and
TURSTEES OF CALIFORNIA STATE UNIVERSITY
THIS AGREEMENT is made and entered into this 21st day of October, 2013 ("Effective Date"),
by and between the CITY OF SAN BERNARDINO, a charter city ("CITY"), and the Trustees of
the California State University, California, / California State University, San Bernardino
hereinafter referred to as ("the INSTITUTION").
RECITALS:
A. WHEREAS, the INSTITUTION provides accredited instructional programs, which
require or benefit from off-site learning experiences (hereinafter the INSTITUTION's
PROGRAMS); and
B. WHEREAS, CITY has facilities and professional staff suitable for the
INSTITUTION'S PROGRAMS; and
C. WHEREAS, CITY is willing to allow the INSTITUTION to place students in
appropriate CITY departments for specific learning experience;
D. WHEREAS, CITY and the INSTITUTION desire to enter into a master student
internship agreement that pertains to liability and other general term;
E. WHEREAS, CITY and the INSTITUTION understand that a City department may
establish a work plan with individual students pertaining to the specific duties and benefits of a
particular internship;
F. NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the parties agree as follows:
AGREEMENT
1. CITY shall:
a) Provide and maintain facilities, as presently available and as necessary, for the
Internship Program, in its sole discretion.
b) Assure that staff is adequate in number and quality to provide safe and continuous
management of the Internship Program in cooperation with the INSTITUTION and, if
applicable, the INSTITUTION'S instructor.
c) Request emergency first aid for any student who becomes sick or injured by
conditions caused by a student's participation in the Internship Program at CITY.
d) Have the right, after consultation with the INSTITUTION, to refuse to accept for
further programs any of the INSTITUTION'S students who, in CITY'S judgment are
not participating satisfactorily. Students not following CITY policies will be removed
from the CITY facilities immediately.
2. INSTITUTION shall:
a) In consultation and coordination with CITY'S staff, arrange for periodic conferences
between appropriate representatives of the INSTITUTION and CITY to evaluate the
2013-288
Internship Program.
b) Designate the students who are enrolled in the INSTITUTION to be considered by
the CITY for the Internship Program, in such numbers as are mutually agreed to by
both parties.
c) Oversee the Internship Program between INSTITUTION and the CITY and, if
applicable to the program, provide supervisory instructors for the Internship
Program provided for in this Agreement. Keep all attendance and academic records
of students participating in the Internship Program.
d) Advise every student to follow all applicable CITY policies, procedures, and
regulations, and all requirements and restrictions specified by representatives of the
INSTITUTION and the CITY.
e) Certify to CITY, at the time each student first reports to CITY, that student has
complied with the following:
1) Provide evidence of health insurance coverage;
2) Completed any prerequisite training necessary for participation in the Internship
Program. The INSTITUTION will maintain records documenting this training;
3) If applicable to the Internship Program, the INSTITUTION shall require students
to show proof that the student has been immunized against common
communicable diseases; and
4) If applicable to the Internship Program, completed a Tuberculosis test which
resulted in a negative tuberculin skin test or negative chest x-ray.
3) GENERAL PROVISIONS
3.1 Independent Contractor. The INSTITUTION, at all times while performing under
this Agreement, is and shall be acting as an independent contractor and not as an agent or
employee of CITY. The INSTITUTION shall secure, at its own expense, and be responsible for
any and all payment of wages, benefits and taxes including, but not limited to, Income Tax,
Social Security, State Disability Insurance Compensation, Unemployment Compensation, and
other payroll deductions for the INSTITUTION and its officers, agents, and employees, and all
business licenses, if any are required, in connection with the services to be performed
hereunder. Neither the INSTITUTION nor its officers, agents and employees shall be entitled to
receive any benefits which employees of CITY are entitled to receive and shall not be entitled to
workers' compensation insurance, unemployment compensation, medical insurance, life
insurance, paid vacations, paid holidays, pension, profit sharing or social security on account of
the INSTITUTION and its officers', agents' and employees' work for the CITY. This Agreement
does not create the relationship of agent, servant, employee partnership or joint venture
between the CITY and the INSTITUTION.
3.2 Indemnification and Hold Harmless. Except as may be otherwise provided in this
Agreement, each party shall indemnify, hold harmless and defend the other party from any and
all loss, liability, claim, lawsuit, injury, expense or damages whatsoever, including, but not
limited to, attorneys' fees and court costs, arising out of, incident to or in any manner
occasioned by the performance or nonperformance by such indemnifying party, its agents,
employees, servants, or subcontractors, of any covenant or condition of this Agreement or by
the negligence, improper conduct or intentional acts or omissions of such indemnifying parties,
its agents, employees, servants, or subcontractors.
3.3 Minimum Scope and Limits of Insurance. The INSTITUTION and CITY shall
obtain and maintain during the term of this Agreement all of the following insurance coverages:
2013-288
(a) Commercial general liability, including premises-operations,
products/completed operations, broad form property damage, blanket
contractual liability, independent contractors, personal injury with a policy
limit of not less than One Million Dollars ($1,000,000.00), combined single
limits, per occurrence and aggregate.
(b) Automobile liability for owned vehicles, hired, and non-owned vehicles,
with a policy limit of not less than One Million Dollars ($1,000,000.00),
combined single limits, per occurrence and aggregate.
(c) Workers' compensation insurance as required by the State of California.
A valid certificate of self-insurance may be provided to satisfy this provision.
3.4 No Monetary Obligation. There shall be no monetary obligation on the
INSTITUTION or CITY, one to the other, except as expressly provided herein.
3.5 Term of Agreement. This Agreement shall remain in effect for one year from the
Effective Date and may be renewed for one-year periods subject to the termination provisions of
this paragraph. CITY or the INSTITUTION may terminate this Agreement without cause upon
thirty (30) days written notice to the other party.
3.6 Non-discrimination. In performing this Agreement, the INSTITUTION 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, genetic or sexual
orientation and that all City policies and ordinances apply to this agreement. City shall comply
with its policies and ordinances.
3.7 Assignment: The INSTITUTION shall not voluntarily or by operation of law
assign, transfer, sublet or encumber all or any part of the INSTITUTION'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 shall be
cause for termination of this Agreement. Regardless of CITY's consent, no subletting or
assignment shall release the INSTITUTION of the INSTITUTION's obligation to perform all other
obligations to be performed by the INSTITUTION hereunder for the term of this Agreement.
3.8 Entire Agreement. This Agreement constitutes the entire Agreement between
the parties with respect to any matter referenced herein and supersedes any and all other prior
writings and oral negotiations. This Agreement may be modified only in writing, and signed by
the parties in interest at the time of such modification. The terms of this Agreement shall prevail
over any inconsistent provision in any other contract document appurtenant hereto, including
exhibits to this Agreement.
3.9 Compliance With Law. The INSTITUTION shall, at the INSTITUTION'S sole cost
and expense, comply with all City, County, State, and federal law now in force or which may
hereafter be in force with regard to this Agreement. The judgment of any court of competent
jurisdiction, or the admission of the INSTITUTION in any action or proceeding against the
INSTITUTION, whether CITY is a party thereto or not, that the INSTITUTION has violated any
such law, shall be conclusive of that fact as between the INSTITUTION and CITY.
3.10 Governing Law. This Agreement shall be governed by and construed under the
laws of the State of California without giving effect to that body of laws pertaining to conflict of
2013-288
laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto
agree that the sole and exclusive venue shall be a court of competent jurisdiction located in San
Bernardino County, California, or in the United States District Court for the Central District of
California.
3.11 Notices. Any notices, documents, correspondence or other communications
concerning this Agreement or the work hereunder may be provided by personal delivery,
facsimile or mail and shall be addressed as set forth below. Such communication shall be
deemed served or delivered: a) at the time of delivery if such communication is sent by personal
delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48
hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such
communication is sent through regular United States mail.
IF TO CITY: IF TO THE INSTITUTION:
City Manager Director of Procurement and Support Services
300 North "D" Street Kathy Hansen
San Bernardino, CA 92412 5500 University Parkway
Telephone (909) 384-5122 San Bernardino, CA 92407
Telephone: (909) 537-5142
• 2013-288
MASTER INTERNSHIP AGREEMENT
Between CITY OF SAN BERNARDINO and
TURSTEES OF CALIFORNIA STATE UNIVERSITY
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
and through their respective authorized officers, as of the date first above written.
CITY OF SAN BERNARDINO, THE TRUSTEES OF THE
A Municipal Corporation CALIFORNIA STATE UNIVERSITY,
CALIFORNIA
Allen P rker, City Manager Kat Hansen, Director of
Pro urement & Support Services
ATTEST:
Georgeann H 1 a, City Clerk
APPROVED AS TO FORM:
i
ES F. PENMAN,
y Attorney
2013-298
VENDOR PURCHASE AGREEMENT
This Vendor Purchase Agreement is entered into this 22nd day of October 2013, by
and between Star Auto Parts ("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 parts and supplies and
related repair services for City vehicles and equipment; and
WHEREAS, Vendor Star Auto Parts of San Bernardino was the lowest bidder in RFQ
F-14-11 and the only bidder to bid on all items as specifically requested in the Bid Document;
NOW, THEREFORE, the parties hereto agree as follows:
1. SCOPE OF SERVICES.
For the remuneration stipulated, San Bernardino hereby engages the products and
services of Vendor to provide specific 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$137,500 for parts and supplies.
b. No other expenditures made by Vendor shall be reimbursed by City.
3. TERM; TERMINATION.
The term of this agreement shall be from October 21, 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
Exhibit"A"
1
2013-298
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
before commencement of efforts by the City to effect cover or a cure except upon written
agreement of the Parties.
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Exhibit"A"
2
2013-298
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 of 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
Insurance furnished to the City shall require the insurer to notify City of any change or
termination in the policy.
Exhibit"A"
3
2013-298
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: Star Auto Parts
535 Tennis Court Lane
San Bernardino, CA. 92402
Telephone: (909) 885-2885
Attn: Parts Manager
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,
Exhibit"A"
4
2013-298
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.
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.
Exhibit"A"
5
2013-298
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.
//I
Exhibit"A"
6
2013-298
PURCHASE AGREEMENT
STAR AUTO PARTS
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and
date set forth below.
Dated: , 2013 STAR ' TO PARTS
By: ./, /r _.._
/ - /
Dated 00c. ad3 , 2013 ITY OF SAN BE' ARDINO
B
Allen,=, nicer, City Manager
Approved as to Form:
By: /, --2,-'--m".--
Ja . Penman, City Attorney
I
Exhibit"A"
7