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HomeMy WebLinkAbout2014-082 1 RESOLUTION NO. 2014-82 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF 3 SAN BERNARDINO AUTHORIZING A BUDGET TRANSFER AND ISSUANCE OF A PURCHASE ORDER TO BRODART BOOKS AND LIBRARY SERVICES, INC. 4 TO PURCHASE BOOKS IN THE AMOUNT OF$55,000.00. 5 WHEREAS, the Board of Trustees of the San Bernardino Public Library have 6 approved a Vendor Services Agreement between the City of San Bernardino and Brodart 7 Books and Library Services for the purchase of books in an amount not to exceed 8 9 $55,000.00, a copy of which is attached hereto as Attachment "1" and incorporated by 10 reference as though fully set forth at length. 11 12 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 13 SECTION 1. That pursuant to this determination the Director of Administrative 14 15 Services or his designee is authorized and directed to perform a budget transfer in the 16 amount of$38,575.00 of Development Impact Fees in FY 2012-13 Library Facilities Fund 17 Account #265-470-0114-5123 and $42,500.00 of Development Impact Fees in FY 2013-14 18 Library Facilities Fund Account #265-470-0114-5123, for a total of$81,075.00, to Library 19 Fund 105. 20 21 SECTION 2. That pursuant to this determination the Director of Administrative 22 Services or his designee is hereby authorized and directed to issue a Purchase Order in an 23 amount of$55,000.00 to Brodart Books and Library Services, Inc. The Purchase Order shall 24 reference this Resolution and shall read, `Brodart Books and Library Services, Inc. for 25 26 books for the San Bernardino Public Library." 27 /// 28 2014-82 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF 1 SAN BERNARDINO AUTHORIZING A BUDGET TRANSFER AND ISSUANCE OF 2 A PURCHASE ORDER TO BRODART BOOKS AND LIBRARY SERVICES, INC. TO PURCHASE BOOKS IN THE AMOUNT OF$55,000.00. 3 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and 4 Common Council of the City of San Bernardino at a J regular y oint re meeting thereof, 5 held on the 7th day of April , 2014, by the following vote, to wit: 6 7 Council Members Ayes Nays Abstain Absent 8 9 MARQUEZ x 10 BARRIOS x 11 VALDIVIA x 12 SHORETT x 13 NICKEL x 14 15 JOHNSON ___ 16 MULVIHILL X 17 18 Georg-.:. Hanna, ity Clerk 19 20 The foregoing resolution is hereby approved this 7 day of April , 2014 21 /l 6 22 ' 4Z, R. Carey Day' , Mayor 23 City of San Bernardino 24 Approved as to form: 25 Gary D. Saenz, City Attorney 26 27 dirb 28 2014-82 VENDOR SERVICES AGREEMENT This Vendor Services Agreement is entered into this' ',\day of e GtJ`(' , 2014 by and between Brodart Co.("VENDOR")and the City of San Bernardino P lic Library("CITY"or"Library"). WITNESSETH: WHEREAS, the Library Board has determined that it is advantageous and in the best interest of the Library to contract for Library Materials and Related Services ("Library Services");and WHEREAS, it has been determined by the Library Board that Vendor is best qualified to provide Library Services. WHEREAS, the City of San Bernardino is a debtor in a pending Chapter 9 bankruptcy case. NOW,THEREFORE,the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR to provide those products and services as set forth on Exhibit"A,"attached hereto and incorporated herein. If a conflict arises between the attached Exhibit "A" and this Vendor Services Agreement (hereinafter "Agreement"), the terms of the Agreement shall govern and supersede Exhibit"A." 2. COMPENSATION AND EXPENSES. For the services delineated above, the CITY, upon presentation of an invoice, shall pay the VENDOR up to the amount of $55,000. No warranty is given or implied as to the total volume that may be purchased by the library during the contract period. No other expenditures made by VENDOR shall be reimbursed by CITY. 3. TERM; TERMINATION. The term of this Agreement shall be from the date the Agreement is entered into, above, until June 30, 2014. The parties may mutually agree to extend the term of the contract for up to 2 (two)additional 1 (one) year terms. VENDOR SERVICES AGREEMENT BETWEEN BRODART AND CITY OF SAN BERNARDINO Page 1 of 5 2014-82 This Agreement may be terminated at any time by thirty (30) days' written notice by either party. The terms of this Agreement shall remain in force unless mutually amended. The • duration of this Agreement may be extended with the written consent of both parties. 4. INDEMNITY. Vendor agrees to and shall indemnify and hold the City, its elected officials, employees, agents or representatives, free and harmless from all claims, actions, damages and liabilities of any kind and nature arising from bodily injury, including death, or property damage, based or asserted upon any actual or alleged act or omission of Vendor, its employees, agents, or subcontractors, relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement, unless the bodily injury or property damage was actually caused by the sole negligence of the City, its elected officials, employees, agents or representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its own expense, including attorney's fees, the City, its elected officials, employees, agents or representatives from any and all legal actions based upon such actual or alleged acts or omissions. Vendor hereby waives any and all rights to any types of express or implied indemnity against the City, its elected officials, employees, agents or representatives, with respect to third party claims against the Vendor relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement. 5. INSURANCE. While not restricting or limiting the foregoing, during the term of this Agreement, VENDOR shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of$1,000,000.00 combined single limit, and statutory worker's compensation coverage, and shall file copies of said policies with the CITY's Risk Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY at least 30 days prior to any change in or termination of the policy. 6. NON-DISCRIMINATION. In the performance of this Agreement and in the hiring and recruitment of employees, VENDOR shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or sexual orientation,or any other status protected by law. 7. INDEPENDENT CONTRACTOR. VENDOR shall perform work tasks provided by this Agreement, but for all intents and purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for VENDOR and its officers, agents, and VENDOR SERVICES AGREEMENT BETWEEN BRODART AND CITY OF SAN BERNARDINO Page 2 of 5 2014-82 employees, and all business license, if any are required, in connection with the services to be performed hereunder. 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. VENDOR warrants that it possesses or shall obtain, and maintain a business registration certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, qualifications, insurance and approval of whatever nature that are legally required of VENDOR to practice its business or profession. 9. NOTICES. Any notice required or permitted by this Agreement shall be made in writing and shall be deemed to have been sufficiently given for all purposes if sent by certified mail or registered mail, postage and fees prepaid, addressed to the party to whom such notice is to be given at the address set forth on the first page of this Agreement, or at such other address as has been previously furnished in writing to the other party or parties. Such notice shall be deemed given when deposited in the United States mail. 10. ATTORNEYS' FEES In the event that litigation is brought by any party in connection with this Agreement,the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this paragraph. 11. ASSIGNMENT. VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. VENDOR SERVICES AGREEMENT BETWEEN BRODART AND CITY OF SAN BERNARDINO Page 3 of 5 2014-82 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. 15. HEADINGS. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its provisions. 16. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 17. REMEDIES; WAIVER. All remedies available to either party for one or more breaches by the other party are and shall be deemed cumulative and may be exercised separately or concurrently without waiver of any other remedies. The failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches, unless such waiver shall be in writing and signed by the party against whom enforcement is sought. 18. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supersedes any prior agreements and understandings relating to the subject matter of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. 19. ASSUMPTION. The execution and performance of Agreement does not constitute and shall not be deemed to constitute an assumption or rejection of the Previous Agreement by City under 11 U.S.C. 365. 20 REJECTION City may assume or reject the Previous Agreement at any time prior to or in connection with confirmation of a plan of adjustment in CITY's chapter 9 bankruptcy case. VENDOR SERVICES AGREEMENT BETWEEN BRODART AND CITY OF SAN BERNARDINO Page 4 of 5 2014-82 21. PRE-PETITION OBLIGATIONS No payments made under this Agreement shall constitute, or be applied by Vendor to payment on account of any prepetition obligations of City to Vendor, and payment of any prepetition obligations owing to Vendor by City shall be addressed in connection to an assumption of the Previous Agreement or confirmation of a plan of adjustment. IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated:!'1p r/ /7" , 2014 VENDOR. By: k, lt„.„:„. Its: ,L./.Set— p D 2/reGf-c r, C'us k'yur ,r3--c eta rr ee Dated ,2014 CITY OF SAN BERNARDINO PUBLIC LIBRARY By:dke4 Ed Erjavek Approved as to Form: GARY D. SAENZ,City Attorney B L.! J VENDOR SERVICES AGREEMENT BETWEEN BRODART AND CITY OF SAN BERNARDINO Page 5 of 5