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ORIGINAL
CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
From: Nadeem Majaj, Director of Subject: Resolution of the Mayor and
Public Works Common Council of the City of San
Bernardino authorizing the execution of an
Dept: Public Works—Fleet Division agreement and issuance of a purchase order to
Fairview Ford of San Bernardino pursuant to
Date: March 1, 2011 Section 3.04.010 B-3 of the Municipal Code
for the purchase of twelve 2011 Ford Crown
Victoria Police Interceptors utilized by the
Police Department.
Meeting date: March 7, 2011
Synopsis of Previous Council Action:
Reso 2007-80 March 5, 2007 Purchase of 42 PD interceptors from Fairview Ford
Reso 2008-102 April 7, 2008 Purchase of 27 PD interceptors from Fairview Ford
Reso 2009-99 April 20, 2009 Purchase of 28 PD interceptors from Fairview Ford
Reso 2010-90 May 3, 2010 Purchase of 4 PD interceptors from Fairview Ford
Recommended motion:
Adopt Resolution.
Signature
Contact person: Don Johnson, Fleet Manager Phone: 5220
Supporting data attached: Staff Report, Resolution,
Specifications and Agreement
Ward: All
FUNDING REQUIREMENTS: Amount: $323,089.44
Source: (Acct. Nos.) FY 11-12
635-400-5701-0000-0100
Acct. Description: Motor Vehicles
Finance:
Council Notes:
Agenda Item No.
X3-07, ON
CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL ACTION
Staff Report
SUBJECT:
Resolution of the Mayor and Common Council of the City of San Bernardino authorizing the
execution of an agreement and issuance of a purchase order to Fairview Ford of San Bernardino
pursuant to Section 3.04.010 B-3 of the Municipal Code for the purchase of twelve 2011 Ford
Crown Victoria Police Interceptors utilized by the Police Department.
BACKGROUND:
Vehicle Purchase
The Mayor and Common Council approved Resolution 2010-90 on May 3, 2010 authorizing the
purchase of four 2010 Crown Victoria Police Interceptors from Fairview Ford.
Fleet staff has completed the patrol vehicle replacement model for 2011. Based on current usage
and mileage, Fleet staff has recommended the purchase of 25 Year 2011 Ford Crown Victoria
Police Interceptors as replacements for the high mileage units that will be removed from service
beginning in FY 2011/2012. This replacement number was reduced by thirteen vehicles due to
the inability to obtain credit approval for lease purchase financing. Therefore this purchase will
be for a total of twelve units and will be purchased outright with savings of$332,037.00 from
two leases that will end in June 2011.
In December 2010, staff requested a quote from Fairview Ford for Year 2011 model Crown
Victoria Police Interceptors, and negotiated a base price of $24,693 plus tax for each vehicle
ordered. Protech Ballistic panels for both front doors and installation are included in this quote
as it is now offered as an option from Ford Motor Company. The total cost is $26,924.12 for
each vehicle including tax. Fairview Ford has held the same pricing as last year. See attachment
1:
Base price as quoted by Fairview Ford $24,693.00 each vehicle
Tax @ 9% $ 2,222.37 each vehicle
Tire Fee $ 8.75 each vehicle
Total price $26,924.12 each vehicle
Ford Motor Company is the only manufacturer of the Crown Victoria Police Interceptor model,
which has been the specified standard for the Police Department for over twelve years. Fairview
Ford of San Bernardino is the sole local Ford dealer. The following illustrates the record of
purchases of Crown Victoria Police Interceptors for the last four years (including tax).
Year Quantijy Vendor $ Per Unit
2007 42 Fairview Ford, San Bernardino $24,732.00
2008 27 Fairview Ford, San Bernardino $25,591.00
2009 28 Fairview Ford, San Bernardino $26,924.12
2010 4 Fairview Ford, San Bernardino $26,924.12
For comparison as always Fleet staff has reviewed the State contract awarded this year through
the Department of General Services; it is the statewide contract that is bid from all dealerships.
The two configurations from the State contract that have similar specifications to the City's are
1
Staff Report-Continued
priced as follows, $27,388.00 and $27,842.00 including tax. Fairview Ford's price for the units
is $26,924.12 including tax. Fairview's base price this year is the same as last year. In the
opinion of the Fleet Manager the price quoted by Fairview Ford, which was the lowest quote last
year, is a competitive price.
Staff is therefore recommending approval of a purchase order to Fairview Ford in the amount of
$26,924.12 per unit for twelve vehicles amounting to a total cost of $323,089.44 pursuant to
Municipal Code Chapter 3.04.010 Section B.3. Exemptions: #3. Purchases approved by the
Mayor and Common Council.
FINANCIAL IMPACT:
Funds for this purchase will be budgeted in the FY 11/12 Fleet Division Motor Vehicles
(Account No. 635-400-5701-0000-0001) in the amount of $323,089.44 with the savings of
$332,037.00 from two leases that will end in June 2011. The estimated delivery date for the
twelve new Ford Police vehicles is August 2011.
RECOMMENDATION:
Adopt Resolution.
2
1,.
CITY OF SAN BERNARDINO Nadeem Majaj P.E.—D/RECTOR
PUBLIC WORKS DEPARTMENT 300 Nortb "D"Street
San Bernardino,CA 92418-0001
909.384.5140
Son Bernarfino
Date: February 28, 2011
To: Charles McNeely, City Manager
From: Nadeem Majaj, Director of Public Works
Subject: City Manager's Approval of Process — Purchases made pursuant to
Section 3.04.010(B)(3) and Section 3.04.075 of the City's Municipal Code
(Purchases approved by the Mayor and Common Council and emergency
purchases approved by the City Manager). DDL Number 82.
Fairview Ford was selected as a Sole Source for the following reasons:
1. Ford Motor Company is the only manufacturer of the Crown Victoria Police
Interceptor model, which has been the specified standard for the Police Department
for over twelve years. Fairview Ford of San Bernardino is the sole local Ford dealer.
2. Fairview Ford's base price this year is the same as last year. In the opinion of the
Fleet Manager the price quoted by Fairview Ford, which was the lowest quote last
year, is a competitive price.
A Request for Council Action entitled, "Resolution of the Mayor and Common Council
of the City of San Bernardino authorizing the execution of an agreement and issuance of
a purchase order to Fairview Ford of San Bernardino pursuant to Section 3.04.0 10 B-3 of
the Municipal Code for the purchase of twelve 2011 Ford Crown Victoria Police
Interceptors utilized by the Police Department" has been submitted and placed on the
March 7, 2011 agenda calendar for review and approval. If you support this request
please sign the approval line below.
Nadeem Majaj
Director of Public Works
Approved By.
Charles McNee y, City Manager
1 RESOLUTION NO.
2 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
3 OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT
AND ISSUANCE OF A PURCHASE ORDER TO FAIRVIEW FORD OF SAN
4 BERNARDINO PURSUANT TO SECTION 3.04.010 B-3 OF THE MUNICIPAL CODE
FOR THE PURCHASE OF TWELVE (12) 2011 FORD CROWN VICTORIA POLICE
5 INTERCEPTORS UTILIZED BY THE POLICE DEPARTMENT.
6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
7 CITY OF SAN BERNARDINO AS FOLLOWS:
g SECTION 1. The City Manager of the City of San Bernardino is hereby authorized to
9 execute on behalf of said City an Agreement between the City of San Bernardino and Fairview
10 Ford, a copy of which is attached hereto, marked Exhibit "A and incorporated herein by
11 reference as fully as though set forth at length.
12
SECTION 2. This purchase is exempt from the formal contract procedures of Section
13
14 3.04.010 of the Municipal Code, pursuant to Section 3.04.010. B.3 of said Code "Purchases
15 approved by the Mayor and Common Council".
16 SECTION 3. That Fairview Ford has offered a purchase price of$26,924.12 per 2011
17 Ford Crown Victoria vehicle, which includes tax for a total not to exceed $323,089.44.
18 Pursuant to this determination the Finance Director or her designee is hereby authorized to
19
issue a purchase order to Fairview Ford of San Bernardino, in the amount of$323,089.44,
20
21 which will facilitate the procurement of the (12)vehicles.
22 SECTION 4. The Purchase Order shall reference this Resolution Number and shall
23 read, "for the purchase of twelve (12) 2011 Ford Crown Victoria Police Interceptors" and shall
24 incorporate the terms and conditions of the Agreement.
25 SECTION 5. The authorization to execute the above referenced Purchase Order and
26
Agreement is rescinded if not issued within sixty(60) days of the passage of this Resolution.
27
28 L4
1 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT
2 AND ISSUANCE OF A PURCHASE ORDER TO FAIRVIEW FORD OF SAN
3 BERNARDINO PURSUANT TO SECTION 3.04.010 B-3 OF THE MUNICIPAL CODE
FOR THE PURCHASE OF TWELVE (12) 2011 FORD CROWN VICTORIA POLICE
4 INTERCEPTORS UTILIZED BY THE POLICE DEPARTMENT.
5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor
6 and Common Council of the City of San Bernardino at a meeting thereof, held
7 on the day of , 2011, by the following vote, to wit:
8
Council Members: AYES NAYS ABSTAIN ABSENT
9
MARQUEZ
10
11 VACANT
12 BRINKER
13 SHORETT
14
KELLEY
15 JOHNSON
16
MCCAMMACK
17
18
19
Rachel G. Clark, City Clerk
20
The foregoing resolution is hereby approved this day of ,
21 2011.
22
23 Patrick J. Morris, Mayor
City of San Bernardino
24 Approved as to form:
25
26 James F. Penman, City Attorney
27
L' r
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VENDOR SERVICE AGREEMENT
BETWEEN FAIRVIEW FORD AND THE CITY OF SAN BERNARDINO
1
2 This Vendor Service Agreement is entered into this 7th day of March 2011, by and
3 between Fairview Ford ("VENDOR") and the City of San Bernardino ("CITY" or "San
4 Bernardino").
5 WITNESSETH:
6
WHEREAS,the Mayor and Common Council have determined that it is in the best
7
interest of the CITY to contract for the purchase of twelve 2011 Ford Crown Victoria Police
8
9 Interceptors; and
10 WHEREAS, the City of San Bernardino has determined that vendor possesses the
11 professional skills and ability to provide said services for the City;
12 NOW, THEREFORE,the parties hereto agree as follows:
13 1. SCOPE OF SERVICES.
14
For the remuneration stipulated in paragraph 2, San Bernardino hereby engages the
15
16 services of VENDOR to provide those products as set forth in its proposal dated December 8,
17 2010, attached hereto, marked Attachment "1" and incorporated herein by this reference as set
18 forth at length.
19 2. COMPENSATION AND EXPENSES.
20 a. For the services delineated above, the CITY, upon presentation of an invoice, shall
21 pay the VENDOR up to the amount of $26,924.12 for each 2011 Ford Crown
22
Victoria Police Interceptor and to provide those products described in Section 1
23
24 above. Total amount is not to exceed $323,089.44 for all twelve 2011 Ford Crown
25 Victoria Police Interceptors.
26 b. No other expenditures made by VENDOR shall be reimbursed by CITY.
27
28
Exhibit"A"
'''�' -1-
3. TERM.
1 The term of this agreement shall be until all twelve vehicles are satisfactorily delivered
2
and accepted by the City of San Bernardino.
3
This Agreement may be terminated at any time by thirty days prior written notice by
4
5 either party. The terms of this Agreement shall remain in force unless amended by written
6 agreement of the parties executed on or before date of expiration of current term of the
7 agreement.
8 4. INDEMNITY.
g
Vendor agrees to and shall indemnify and hold the City, its elected officials, employees,
10
agents or representatives, free and harmless from all claims, actions, damages and liabilities of
11
any kind and nature arising from bodily injury, including death, or property damage, based or
12
13 asserted upon any or alleged act or omission of Vendor, its employees, agents, or
14 subcontractors, relating to or in any way connected with the accomplishment of the work or
15 performance of service under this Agreement, unless the bodily injury or property damage was
16 actually caused by the sole negligence of the City, its elected officials, employees, agents or
17 representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its
18
own expense, including attorney's fees the City, its elected officials, employees, agents or
19
20 representatives from any and all legal actions based upon such actual or alleged acts or
21 omissions. Vendor hereby waives any and all rights to any types of express or implied
22 indemnity against the City, its elected officials, employees, agents or representatives, with
23 respect to third party claims against the Vendor relating to or in any way connected with the
24 accomplishment of the work or performance of services under this Agreement.
25
5. INSURANCE.
26
While not restricting or limiting the foregoing, during the term of this Agreement,
27
28 VENDOR shall maintain in effect policies of comprehensive public, general and automobile
Exhibit"A"
-2-
liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory
1 worker's compensation coverage, and shall file copies of said policies with the CITY's Risk
2 Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an
3
additional named insured in each policy of insurance provided hereunder. The Certificate of
4
5 Insurance furnished to the CITY shall require the insurer to notify CITY of any change or
6 termination in the policy. Insurer shall give CITY 30 days notice prior to enactment and any
7 change or termination of policy.
8 6. NON-DISCRIMINATION.
9 In the performance of this Agreement and in the hiring and recruitment of employees,
10 VENDOR shall not engage in, nor permit its officers, employees or agents to engage in,
I�
11
discrimination in employment of persons because of their race, religion, color, national origin,
12
13 ancestry, age, mental or physical disability, medical conditions, marital status, sexual gender or
14 sexual orientation, or any other status protected by law, except as permitted pursuant to Section
15 12940 of the California Government Code.
16 7. INDEPENDENT CONTRACTOR.
17 VENDOR shall perform work tasks provided by this Agreement, but for all intents and
18
purposes VENDOR shall be an independent contractor and not an agent or employee of the
19
20 CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of
21 Income Tax, Social Security, State Disability Insurance Compensation, Unemployment
22 Compensation, and other payroll deductions for VENDOR and its officers, agents, and
23 employees, and all business licenses, if any are required, in connection with the services to be
24 performed hereunder.
25
26
27
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Exhibit"A"
-3-
i
8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
1 VENDOR warrants that it possesses or shall obtain, and maintain a business registration
2
certificate pursuant to Chapter 5 of the Municipal Code, and any other license, permits,
3
qualifications, insurance and approval of whatever nature that are legally required of VENDOR
4
5 to practice its business or profession.
6 9. NOTICES.
7 Any notices to be given pursuant to this Agreement shall be deposited with the United
8 States Postal Service, postage prepaid and addressed as follows:
9 TO THE CITY: Public Services Director
10 300 North"D" Street
San Bernardino, CA 92418
11 Telephone: (909) 384-5140
12 TO THE VENDOR: Fairview Ford Sales Inc.
808 West 2nd Street
13 San Bernardino, CA 92412-5516
14 Telephone: (909) 386-0281
Attn: Todd Eff
15
10. ATTORNEYS' FEES
16
17 In the event that litigation is brought by any party in connection with this Agreement,
18 the prevailing party shall be entitled to recover from the opposing party all costs and expenses,
19 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of
20 its rights or remedies hereunder or the enforcement of any of the terms, conditions or
21
provisions hereof. The costs, salary and expenses of the City Attorney and members of his
22
office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys'
23
24 fees" for the purposes of this paragraph.
25
26
27
28
Exhibit"A"
-4-
11. ASSIGNMENT.
1 VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or
2 encumber all or any part of the VENDOR's interest in this Agreement without CITY'S prior
3
written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void
4
5 and shall constitute a breach of this Agreement and cause for the termination of this
6 Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR
7 of VENDOR's obligation to perform all other obligations to be performed by VENDOR
8 hereunder for the term of this Agreement.
9 12. VENUE.
10
The parties hereto agree that all actions or proceedings arising in connection with this
11
Agreement shall be tried and litigated either in the State courts located in the County of San
12
13 Bernardino, State of California or the U.S. District Court for the Central District of California,
14 Riverside Division. The aforementioned choice of venue is intended by the parties to be the
15 mandatory and not permissive in nature.
16 13. GOVERNING LAW.
17 This Agreement shall be governed by the laws of the State of California.
18
14. SUCCESSORS AND ASSIGNS.
19
20 This Agreement shall be binding on and inure to the benefit of the parties to this
21 Agreement and their respective heirs, representatives, successors, and assigns.
22 15. HEADINGS.
23 The subject headings of the sections of this Agreement are included for the purposes of
24 convenience only and shall not affect the construction or the interpretation of any of its
25
provisions.
26
27
28
Exhibit"A"
-5-
16. ENTIRE AGREEMENT; MODIFICATION.
1 This Agreement constitutes the entire agreement and the understanding between the
2 parties, and supercedes any prior agreements and understandings relating to the subject manner
3
of this Agreement. This Agreement may be modified or amended only by a written instrument
4
5 executed by all parties to this Agreement.
6
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///
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21 ///
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25 ///
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Exhibit"A"
-6-
VENDOR SERVICE AGREEMENT
BETWEEN FAIRVIEW FORD AND THE CITY OF SAN BERNARDINO
1
2 IN WITNESS THEREOF, the parties hereto have executed this Vendor Service
3
Agreement on the day and date set forth below.
4
5 Dated: , 2011 Fairview Ford Sales, Inc.
6 By: EXHIBIT COPY
7 Name:
8 Title:
9
10 Dated 52011 CITY OF SAN BERNARDINO
11 By: EXHIBIT COPY
Charles E. McNeely, City Manager
12 Approved as to Form:
13 By: EXHIBIT COPY
14 James F. Penman, City Attorney
15
16
17
18
19
20
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Exhibit"A"
-7-
VENDOR SERVICE AGREEMENT
BETWEEN FAIRVIEW FORD AND THE CITY OF SAN BERNARDINO
1
2 This Vendor Service Agreement is entered into this 7th day of March 2011, by and
3 between Fairview Ford ("VENDOR") and the City of San Bernardino ("CITY" or "San
4 Bernardino').
5 WITNESSETH:
6 WHEREAS,the Mayor and Common Council have determined that it is in the best
7
interest of the CITY to contract for the purchase of twelve 2011 Ford Crown Victoria Police
8
9 Interceptors; and
10 WHEREAS, the City of San Bernardino has determined that vendor possesses the
11 professional skills and ability to provide said services for the City;
12 NOW,THEREFORE,the parties hereto agree as follows:
13 1. SCOPE OF SERVICES.
14
For the remuneration stipulated in paragraph 2, San Bernardino hereby engages the
15
16 services of VENDOR to provide those products as set forth in its proposal dated December 8,
17 2010, attached hereto, marked Attachment "1" and incorporated herein by this reference as set
18 forth at length.
19 2. COMPENSATION AND EXPENSES.
20 a. For the services delineated above, the CITY, upon presentation of an invoice, shall
21 pay the VENDOR up to the amount of $26,924.12 for each 2011 Ford Crown
22
Victoria Police Interceptor and to provide those products described in Section 1
23
24 above. Total amount is not to exceed $323,089.44 for all twelve 2011 Ford Crown
25 Victoria Police Interceptors.
26 b. No other expenditures made by VENDOR shall be reimbursed by CITY.
27
28
-1-
i
3. TERM.
1 The term of this agreement shall be until all twelve vehicles are satisfactorily delivered
2 and accepted by the City of San Bernardino.
3
This Agreement may be terminated at any time by thirty days prior written notice by
4
5 either party. The terms of this Agreement shall remain in force unless amended by written
6 agreement of the parties executed on or before date of expiration of current term of the
7 agreement.
8 4. INDEMNITY.
9 Vendor agrees to and shall indemnify and hold the City, its elected officials, employees,
10
agents or representatives, free and harmless from all claims, actions, damages and liabilities of
11
12 any kind and nature arising from bodily injury, including death, or property damage, based or
13 asserted upon any or alleged act or omission of Vendor, its employees, agents, or
14 subcontractors, relating to or in any way connected with the accomplishment of the work or
15 performance of service under this Agreement, unless the bodily injury or property damage was
16 actually caused by the sole negligence of the City, its elected officials, employees, agents or
17 representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its
18
own expense, including attorney's fees the City, its elected officials, employees, agents or
19
20 representatives from any and all legal actions based upon such actual or alleged acts or
21 omissions. Vendor hereby waives any and all rights to any types of express or implied
22 indemnity against the City, its elected officials, employees, agents or representatives, with
23 respect to third party claims against the Vendor relating to or in any way connected with the
I 24 accomplishment of the work or performance of services under this Agreement.
I 25 5. INSURANCE.
26
27 While not restricting or limiting the foregoing, during the term of this Agreement,
28 VENDOR shall maintain in effect policies of comprehensive public, general and automobile
-2-
liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory
1 worker's compensation coverage, and shall file copies of said policies with the CITY's Risk
2 Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an
3
additional named insured in each policy of insurance provided hereunder. The Certificate of
4
5 Insurance furnished to the CITY shall require the insurer to notify CITY of any change or
6 termination in the policy. Insurer shall give CITY 30 days notice prior to enactment and any
7 change or termination of policy.
8 6. NON-DISCRIMINATION. .
9 In the performance of this Agreement and in the hiring and recruitment of employees,
10 VENDOR shall not engage in, nor permit its officers, employees or agents to engage in,
11
discrimination in employment of persons because of their race, religion, color, national origin,
12
13 ancestry, age, mental or physical disability, medical conditions, marital status, sexual gender or
14 sexual orientation, or any other status protected by law, except as permitted pursuant to Section
15 12940 of the California Government Code.
16 7. INDEPENDENT CONTRACTOR.
17 VENDOR shall perform work tasks provided by this Agreement, but for all intents and
18
purposes VENDOR shall be an independent contractor and not an agent or employee of the
19
20 CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of
21 Income Tax, Social Security, State Disability Insurance Compensation, Unemployment
22 Compensation, and other payroll deductions for VENDOR and its officers, agents, and
23 employees, and all business licenses, if any are required, in connection with the services to be
24 performed hereunder.
25
26
s 27
28
-3-
8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
1 VENDOR warrants that it possesses or shall obtain, and maintain a business registration
2
certificate pursuant to Chapter 5 of the Municipal Code, and any other license, permits,
3
s qualifications, insurance and approval of whatever nature that are legally required of VENDOR
4
5 to practice its business or profession.
6 9. NOTICES.
7 Any notices to be given pursuant to this Agreement shall be deposited with the United
8 States Postal Service, postage prepaid and addressed as follows:
9 TO THE CITY: Public Services Director
10 300 North"D" Street
San Bernardino, CA 92418
11 Telephone: (909) 384-5140
' 12 TO THE VENDOR: Fairview Ford Sales Inc.
808 West 2nd Street
13 San Bernardino, CA 92412-5516
14 Telephone: (909) 386-0281
Attn: Todd Eff
15
10. ATTORNEYS' FEES
16
17 In the event that litigation is brought by any party in connection with this Agreement,
18 the prevailing party shall be entitled to recover from the opposing party all costs and expenses,
t
19 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of
20 its rights or remedies hereunder or the enforcement of any of the terms, conditions or
21 provisions hereof. The costs, salary and expenses of the City Attorney and members of his
22
office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys'
23
24 fees" for the purposes of this paragraph.
25
26
27
28
-4-
11. ASSIGNMENT.
1 VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or
2 encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior
3
written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void
4
5 and shall constitute a breach of this Agreement and cause for the termination of this
6 Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR
7 of VENDOR's obligation to perform all other obligations to be performed by VENDOR
8 hereunder for the term of this Agreement.
9 12. VENUE.
10
The parties hereto agree that all actions or proceedings arising in connection with this
11
Agreement shall be tried and litigated either in the State courts located in the County of San
12
13 Bernardino, State of California or the U.S. District Court for the Central District of California,
14 Riverside Division. The aforementioned choice of venue is intended by the parties to be the
15 mandatory and not permissive in nature.
16 13. GOVERNING LAW.
17 This Agreement shall be governed by the laws of the State of California.
18
14. SUCCESSORS AND ASSIGNS.
19
20 This Agreement shall be binding on and inure to the benefit of the parties to this
21 Agreement and their respective heirs, representatives, successors, and assigns.
22 15. HEADINGS.
23 The subject headings of the sections of this Agreement are included for the purposes of
24 convenience only and shall not affect the construction or the interpretation of any of its
25
provisions.
26
27
28
-5-
16. ENTIRE AGREEMENT; MODIFICATION.
This Agreement constitutes the entire agreement and the understanding between the
2
parties, and supercedes any prior agreements and understandings relating to the subject manner
3 of this Agreement. This Agreement may be modified or amended only by a written instrument
4
executed by all parties to this Agreement.
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VENDOR SERVICE AGREEMENT
BETWEEN FAIRVIEW FORD AND THE CITY OF SAN BERNARDINO
1
2 IN WITNESS THEREOF, the parties hereto have executed this Vendor Service
3
Agreement on the day and date set forth below.
4
Dated: , 2011 Fairview Ford Sales, Inc.
5
6 By:
7 Name:
8 Title:
9
10 Dated 32011. CITY OF SAN BERNARDINO
11 By:
Charles E. McNeely, City Manager
12 Approved as to Form:
13 By?es 14 . Penman, City Attorney
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Attachment 'T'
FAMVIEW FORD
FLM-& TRUCK CMM
=W.2.a srRZEr
P.O.Bu 5616
SAN BERNARDINO,CA.92412
(909)386-0281 or Fax: (909) 386-0292
VEHICLE ORDER CONFIRMATION 12/08/10 15:37:51
�> Dealer: F71156
2011 CROWN VICTORIA Page: 1 of 2
Order No: 0000 Priority: Ord FIN: QC414 Order Type: 5B Price Level: 115
Ord Code: 730A Cust/Flt Name: CITY OF SB PO Number:
RETAIL RETAIL
P7B POLICE INTERCEP $27595 175 HORN/SIREN PREP $40
A: N6640A B: M6373L C: 177 SILICONE HOSES 320
H CLTH BUCKETS/RR (65) 21A PWR DRIVER SEAT 380
N CHARCOAL BLACK 423 CAL EM NOT READ
730A ORDER CODE 435 KEY CODE 1294X 50
.DUAL EXHAUST
.17" STEEL SPARE TOTAL BASE AND OPTIONS 32475
.MANUAL AIR CONp TOTAL DSO/SPO OPTIONS 991
.ENG IDLE METER TOTAL 33466
99V .4.6L OHC FFV V8 NC
44Q .ELEC ADD TRANS NC
TC1 .P235/55R17 BSW NC
CAL. BOARD FEES NC
14T TRUNK PACK 190
FRT LICENSE BKT NC
VEHICLE ORDER CONFIRMATION 12/08/10 15:38:05
Dealer: F71156
2011 CROWN VICTORIA Page: 2 of 2
Order No: 0000 Priority: Ord FIN: QC414 ` Order Type: 5B Price Level: 115
Ord Code: 730A Cust/Flt Name: CITY OF SB PO Numbers
RETAIL
RETAIL
478 CLAMPS DISABLE $20 SP FLT ACCT CR
51Y DUAL SPOT LAMPS 340 FUEL CHARGE
53H NOISE SUPPRESS 95 B4A NET INV FLT OPT NC
61H DECELD REL IP/D 60 PRICED DORA NC
63B SMOKERS PACKAGE 10 DEST AND DELIV 875
67R RR DR HND INOP 25
76A BLACK BUMPERS NC TOTAL BASE AND OPTIONS 32475
TOTAL DSO/SPO OPTIONS 991
794 PRICE CONCEW
33466
90B LH/RH PANELS 2485 TOTAL
936 CAL SER VEH EXP NC
948 RR WINDOW DEL 25
96B FRT MLDG UNINST t 30
DSO/SPO OPTIONS
SP213 PAINT CHARGE 991
SP DLR ACCT ADJ
FAIRVIEW FORD - RETAIL - Work She%tachment "1" 12-08-10
Customer: Stock # : <NEW>
Home Ph#: Purchase:
Work Ph#: Trade-In: N/A
Salespsn: Bank
Price 24,693.00
Accessories .00
Sales Tax 2.222.37
Service Agreement .00
Cash Price 26.915.37
DMV .00
Tire Fee 8.75
Insurance Premiums . .00
Total Purchase 26.924.12
Trade-In .00
Less Pay-Off .00
Net Trade-In .00
Deferred Down .00
Amount Paid Now .00
Total DoMmpayment .00
Amount Financed 26,924.12 (Eoeg3
CUSTOMER'S ACCEPTANCE
1 VENDOR SERVICE AGREEMENT
2 This Vendor Service Agreement is entered into this 7th day of March 2011, by and
3 between Fairview Ford ("VENDOR") and the City of San Bernardino ("CITY" or "San
4 Bernardino").
5
WITNESSETH:
6
WHEREAS,the Mayor and Common Council have determined that it is in the best
7
8 interest of the CITY to contract for the purchase of twelve 2011 Ford Crown Victoria Police
9 Interceptors; and
10 WHEREAS, the City of San Bernardino has determined that vendor possesses the
11 professional skills and ability to provide said services for the City;
12
NOW, THEREFORE, the parties hereto agree as follows:
13
1. SCOPE OF SERVICES.
14
15 For the remuneration stipulated in paragraph 2, San Bernardino hereby engages the
16 services of VENDOR to provide those products and services as set forth in its proposal dated
17 December 8, 2010, attached hereto, marked Attachment "1" and incorporated herein by this
18 reference as set forth at length.
19 2. COMPENSATION AND EXPENSES.
20
a. For the services delineated above, the CITY, upon presentation of an invoice, shall
21
22 pay the VENDOR up to the amount of $26,924.12 for each 2011 Ford Crown
23 Victoria Police Interceptor and to provide and perform those products and services
24 described in Section 1 above. Total amount not-to-exceed $323,089.44 for all
25 twelve 2011 Ford Crown Victoria Police Interceptors.
26 b. No other expenditures made by VENDOR shall be reimbursed by CITY.
27
28
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3. TERM.
1
The term of this agreement shall be for a period of one year.
2
3 This Agreement may be terminated at any time by thirty days prior written notice by
4 either party. The terms of this Agreement shall remain in force unless amended by written
5 agreement of the parties executed on or before date of expiration of current term of the
6 agreement.
7 4. INDEMNITY.
8 Vendor agrees to and shall indemnify and hold the City, its elected officials, employees,
9
agents or representatives, free and harmless from all claims, actions, damages and liabilities of
10
11 any kind and nature arising from bodily injury, including death, or property damage, based or
12 asserted upon any or alleged act or omission of Vendor, its employees, agents, or
13 subcontractors, relating to or in any way connected with the accomplishment of the work or
14 performance of service under this Agreement, unless the bodily injury or property damage was
15 actually caused by the sole negligence of the City, its elected officials, employees, agents or
16
representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its
17
18 own expense, including attorney's fees the City, its elected officials, employees, agents or
19 representatives from any and all legal actions based upon such actual or alleged acts or
20 omissions. Vendor hereby waives any and all rights to any types of express or implied
21 indemnity against the City, its elected officials, employees, agents or representatives, with
22 respect to third party claims against the Vendor relating to or in any way connected with the
23 accomplishment of the work or performance of services under this Agreement.
24
5. INSURANCE.
25
9 While not restricting or limiting the foregoing, during the term of this Agreement,
26
27 VENDOR shall maintain in effect policies of comprehensive public, general and automobile
28 liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory
-2-
worker's compensation coverage, and shall file copies of said policies with the CITY's Risk
1
Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an
2
3 additional named insured in each policy of insurance provided hereunder. The Certificate of
4 Insurance furnished to the CITY shall require the insurer to notify CITY of any change or
5 termination in the policy. Insurer shall give CITY 30 days notice prior to enactment and any
6 change or termination of policy.
7 6. NON-DISCRIMINATION.
8 In the performance of this Agreement and in the hiring and recruitment of employees,
9
VENDOR shall not engage in, nor permit its officers, employees or agents to engage in,
10
11 discrimination in employment of persons because of their race, religion, color, national origin,
12 ancestry, age, mental or physical disability, medical conditions, marital status, sexual gender or
13 sexual orientation, or any other status protected by law, except as permitted pursuant to Section
14 12940 of the California Government Code.
15 7. INDEPENDENT CONTRACTOR.
16
VENDOR shall perform work tasks provided by this Agreement, but for all intents and
17
18 purposes VENDOR shall be an independent contractor and not an agent or employee of the
19 CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of
20 Income Tax, Social Security, State Disability Insurance Compensation, Unemployment
21 Compensation, and other payroll deductions for VENDOR and its officers, agents, and
22 employees, and all business licenses, if any are required, in connection with the services to be
23 performed hereunder.
24
25
26
27
8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
28
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III
VENDOR warrants that it possesses or shall obtain, and maintain a business registration
1
certificate pursuant to Chapter 5 of the Municipal Code, and any other license, permits,
2
qualifications, insurance and approval of whatever nature that are legally required of VENDOR
3
4 to practice its business or profession.
5 9. NOTICES.
6 Any notices to be given pursuant to this Agreement shall be deposited with the United
7 States Postal Service, postage prepaid and addressed as follows:
8
TO THE CITY: Public Services Director
9 300 North"D" Street
San Bernardino, CA 92418
10 Telephone: (909) 384-5140
11 TO THE VENDOR: Fairview Ford Sales Inc.
12 808 West 2nd Street
San Bernardino, CA 92412-5516
13 Telephone: (909) 386-0281
Attn: Todd Eff
14
15 10. ATTORNEYS' FEES
16 In the event that litigation is brought by any party in connection with this Agreement,
17 the prevailing party shall be entitled to recover from the opposing party all costs and expenses,
18 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of
19 its rights or remedies hereunder or the enforcement of any of the terms, conditions or
20
provisions hereof. The costs, salary and expenses of the City Attorney and members of his
21
22 office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys'
23 fees" for the purposes of this paragraph.
24
25
26
27
11. ASSIGNMENT.
28
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VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or
1
encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior
2
written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void
3
4 and shall constitute a breach of this Agreement and cause for the termination of this
5 Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR
6 of VENDOR's obligation to perform all other obligations to be performed by VENDOR
7 hereunder for the term of this Agreement.
8 12. VENUE.
9
The parties hereto agree that all actions or proceedings arising in connection with this
10
11 Agreement shall be tried and litigated either in the State courts located in the County of San
12 Bernardino, State of California or the U.S. District Court for the Central District of California,
13 Riverside Division. The aforementioned choice of venue is intended by the parties to be the
14 mandatory and not permissive in nature.
15 13. GOVERNING LAW.
16
This Agreement shall be governed by the laws of the State of California.
17
14. SUCCESSORS AND ASSIGNS.
18
19 This Agreement shall be binding on and inure to the benefit of the parties to this
20 Agreement and their respective heirs, representatives, successors, and assigns.
21 15. HEADINGS.
22 The subject headings of the sections of this Agreement are included for the purposes of
23 convenience only and shall not affect the construction or the interpretation of any of its
24
provisions.
25
26
27 16. ENTIRE AGREEMENT; MODIFICATION.
28
-5-
This Agreement constitutes the entire agreement and the understanding between the
1
parties, and supercedes any prior agreements and understandings relating to the subject manner
2
3 of this Agreement. This Agreement may be modified or amended only by a written instrument
4 executed by all parties to this Agreement.
5
6
7
8
9
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10
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12
13
14
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19
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21 ///
22
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25
26
27 VENDOR SERVICE AGREEMENT
FAIRVIEW FORD SALES INC.
28
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IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day
1
and date set forth below.
2
Dated: , 2011 Fairview Ford Sales, Inc.
3
4 By.
5 Name:
6 Title:
7
8 Dated 52011 CITY OF SAN BERNARDINO
9 By:
Charles E. McNeely, City Manager
10 Approved as to Form:
11 By:
12 es F. Penman, City Attorney
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Attachment 'T'
FAIRVIEW FORD
FLEET & TRUCK CENTER
cos W.2nd STRM
P.O.Bu5516 -
SAN BERNARDIN09 CA.92412
(909)386-0281 or Fax: (909)386-4292
VEHICLE ORDER CONFIRMATION 12/08/10 15:37:51 `
Dealer: F71156
2011 CROWN VICTORIA Page: 1 of 2
Order No: 0000 Priority: Ord FIN: QC414 Order Type: 5B Price Level: 115
Ord Code: 730A Cust/Flt Name: CITY OF SB PO Number:
RETAIL
RETAIL
P7B POLICE INTERCEP $27595 175 HORN/SIREN PREP $40
A: M6640A B: M6373L C: 177 SILICONE HOSES 320
H CLTH BUCKETS/RR (65) 21A PWR DRIVER SEAT 380
N CHARCOAL BLACK 423 CAL EM NOT READ
730A ORDER CODE 435 KEY CODE 1294X 50
.DUAL EXHAUST
.17" STEEL SPARE TOTAL BASE AND OPTIONS 32475
.MANUAL AIR COND TOTAL DSO/SPO OPTIONS 991
.ENG IDLE METER TOTAL 33466
99V .4..6L OHC FFV V8 NC
440 .ELEC AOD TRANS NC
TC1 .P235/55R17 BSW NC
CAL. BOARD FEES NC
14T TRUNK PACK 190
FRT LICENSE BKT NC
08/10 15:38:05
VEHICLE ORDER CONFIRMATION 12/08/10
F71156
�>
• 2011 CROWN VICTORIA Page: 2 of 2
Order No: 0000 Priority: Ord FIN: QC414 Order Type: 5B Price Level: 115
Ord Code: 730A Cust/Flt Name: CITY OF SB YO fir'
RETAIL
RETAIL
478 C/LAMPS DISABLE $20 SP FLT ACCT CR
51Y DUAL SPOT LAMPS 340 FUEL CHARGE
53M NOISE SUPPRESS 95 B4A NET INV FLT OPT NC
PRICED DORA NC
61H DECKLD REL IP/D 60 DEST AND DELIV 675
63B SMOKERS PACKAGE 10
67R RR DR HND INOP 25
76A BLACK BUMPERS NC TOTAL BASE AND OPTIONS 32475
6N TOTAL pS0/SPO OPTIONS 991
794 PRICE CONCES�
TOTAL 33466
90B LH/RH PANELS 2485
936 CAL SER VEH EXP NC
948 RR WINDOW DEL 25
96B FRT MLDG UNINST 30
DSO/SPO OPTIONS
SP213 PAINT CHARGE 991
SP DLR ACCT ADJ
FAIRVIEW FORD - RETAIL - Work She4Mtachment 661" 12-08-10
Customer: Stock # : `NEW'
Home Ph#: Purchase:
Work Ph#: Trade-In: N/A
Salespsn: Bank
Pr1Ce 24,693.00
Accessories .00
9 4'o Sales Tax 2,222.37
Service Agreement .00
Cash Price 26,915.37
DMV .00
Tire Fee 8.75
Insurance Premiums . .00
Total Purchase 26.924.12
Trade-In .00
Less Pay-Off .00
Net Trade-In .00
Deferred Down .00
Amount Paid Now .00
Total Downpayment .00
Amount Financed 26.924.12 (EV,,/,
CUSTOMER'S ACCEPTANCE