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HomeMy WebLinkAbout2014-105 1 RESOLUTION NO. 2014-105 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING AND DIRECTING THE DIRECTOR OF 3 ADMINISTRATIVE SERVICES TO TRANSFER$250,000.00 FROM THE DUMP 4 WASTE FEES ACCOUNT NO. 527-400-0096-5179 INTO ACCOUNT NO. 527-400- 0096-5111 MATERIALS AND SUPPLIES,AND AUTHORIZE THE EXECUTION OF 5 A VENDOR PURCHASE AGREEMENT WITH WASTEQUIP INC. FOR THE PURCHASE OF SOLID WASTE AND RECYCLING COLLECTION EQUIPMENT, 6 RELATED EQUIPMENT,ACCESSORIES AND SUPPLIES. 7 NOW THEREFORE LET IT BE RESOLVED BY THE MAYOR AND 8 COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 9 SECTION 1. That the City Manager of the City of San Bernardino is hereby 10 authorized and directed to execute on behalf of said City a Vendor Purchase Agreement by 11 and between the City of San Bernardino and Wastequip Inc., a copy of which is attached 12 hereto and marked Exhibit "A" and incorporated herin by reference as fully as set forth at 13 14 length. 15 SECTION 2. That pursuant to this determination, the Director of Administrative 16 Services is herby authorized to transfer $250,000.00 from 527-400-0096-5179 Dump Waste 17 Fees into account 527-400-0096-5111 Materials and Supplies and amend and adopt the 18 budget changes. Additionally, the Director of Administrative Services is authorized to issue a 19 20 purchase order in an amount not to exceed $250,000.00 to Wastequip Inc for the purchase of 21 Solid Waste and Recycling Equipment and the related equipment, accessories and supplies. 22 SECTION 3. The Authorization to execute the above referenced purchase order and 23 vendor purchase agreement is rescinded if it is not executed by both parties within 60 days of 24 the passage of this resolution. 25 26 /// 27 28 /// 2014-105 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 2 OF SAN BERNARDINO AUTHORIZING AND DIRECTING THE DIRECTOR OF ADMINISTRATIVE SERVICES TO EXECUTE A VENDOR SERVICE 3 AGREEMENT, AMEND THE BUDGET, AND APPROPRIATE TO PURCHASE 4 SOLID WASTE AND RECYCLING COLLECTION EQUIPMENT, RELATED EQUIPMENT,ACCESSORIES AND SUPPLIES. 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 joint regular meeting 7 8 thereof, held on the 2lstday of April , 2014, by the following vote: 9 Council Members: AYES NAYS ABSTAIN ABSENT 10 MARQUEZ X 11 BARRIOS x 12 13 VALDIVIA x 14 SHORETT x 15 NICKEL x 16 JOHNSON x 17 MULVIHILL x 18 20 Georgeann Hanna, Cit C er 21 The foregoing resolution is hereby approved this-, day of April , 2014. 22 ae,\G• 23 R. CAREY AVIS, Mayor 24 City of Sa Bernardino 25 Approved as to form: GARY D. SAENZ, City Attorney 26 27 By:' `c, ,._ 28 2014-105 VENDOR PURCHASE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND WASTEQUIP FOR SOLID WASTE AND RECYCLING COLLECTION EQUIPMENT This Vendor Purchase Agreement is entered into this 21ST day of April, 2014, by and between WASTEQUIP. ("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 purchase Solid Waste and Recycling Collection Equipment and Related Equipment, Accessories and Supplies. WHEREAS, on July 17, 2012 (NJPA Contract was Extended until July 17, 2014) ,the National Joint Powers Association"NJPA" did solicit and accept quotes from available vendors for such Solid Waste and Recycling Collection Equipment and Related Equipment, Accessories and Supplies. WHEREAS, VENDOR has extended the pricing to City as an inter-local cooperative "piggyback"purchase; and WHEREAS, VENDOR is the lowest bidder to provide said materials to City; and 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 materials as set forth in NJPA Bid Packet, a copy of which is on file in the Public Works Department and a copy of the Price Form is attached hereto as Attachment "1" and incorporated herein. /// /// Exhibit "A" 1 2014-105 2. COMPENSATION AND EXPENSES. a. For the services delineated above, the CITY, upon presentation of an invoice, shall pay the VENDOR up to the amount of$250,000 for the purchase of Solid Waste and Recycling Collection Equipment and Related Equipment, Accessories and Supplies pursuant to the Price Form, Attachment "1" and the Technical Specifications, Attachment "2". b. No other expenditures made by VENDOR shall be reimbursed by CITY. 3. TERM; TERMINATION. This Agreement may be terminated at any time with thirty (30) days' 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 the date of expiration of the 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 of 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 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 Exhibit "A" 2 2014-105 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. 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 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 Exhibit "A" 3 2014-105 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 or termination of the policy. 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 condition, marital status, sexual gender or sexual orientation, or any other status protected by law, except as permitted in Section 12940 of the California Government Code. 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. VENDOR warrants that it possesses or shall obtain, and maintain a business registration certificate pursuant to Title 5 of the San Bernardino 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 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: WASTEQUIP, INC. 11900 East Locke Road Exhibit "A" 4 2014-105 Lockeford, CA 95237 Telephone: (925) 783-3287 Contact: Scott Wink 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 shall be considered as attorneys' fees for the purposes of this paragraph. Attorney's fees for the City Attorney and members of his office shall be calculated based on market rate for comparable services. 11. ASSIGNMENT. VENDOR shall not voluntarily nor 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 without CITY's prior written consent 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, Exhibit"A" 5 2014-105 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. 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 supersedes 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. /// Exhibit "A" 6 2014-105 VENDOR PURCHASE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND WASTEQUIP FOR SOLID WASTE AND RECYCLING COLLECTION EQUIPMENT IN WITNESS THEREOF, the parties hereto have executed this Agreement on the date set forth below. Dated: , 2014 WASTEQUIP,INC. By: Its: Dated , 2014 CITY OF SAN BERNARDINO By: Allen J. Parker, City Manager Approved as to form: Gary D. Saenz, City Attorney .A.-2.0 • Exhibit"A" 7 2014-105 VENDOR PURCHASE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND WASTEQUIP FOR SOLID WASTE AND RECYCLING COLLECTION EQUIPMENT This Vendor Purchase Agreement is entered into this 21ST day of April, 2014, by and between WASTEQUIP. ("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 purchase Solid Waste and Recycling Collection Equipment and Related Equipment, Accessories and Supplies. WHEREAS, on July 17, 2012 (NJPA Contract was Extended until July 17, 2014) ,the National Joint Powers Association"NJPA" did solicit and accept quotes from available vendors for such Solid Waste and Recycling Collection Equipment and Related Equipment, Accessories and Supplies. WHEREAS, VENDOR has extended the pricing to City as an inter-local cooperative "piggyback"purchase; and WHEREAS, VENDOR is the lowest bidder to provide said materials to City; and 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 materials as set forth in NJPA Bid Packet, a copy of which is on file in the Public Works Department and a copy of the Price Form is attached hereto as Attachment"1" and incorporated herein. HI Exhibit"A" 1 2014-105 2. COMPENSATION AND EXPENSES. a. For the services delineated above, the CITY, upon presentation of an invoice, shall pay the VENDOR up to the amount of $250,000 for the purchase of Solid Waste and Recycling Collection Equipment and Related Equipment, Accessories and Supplies pursuant to the Price Form, Attachment "1" and the Technical Specifications, Attachment"2". b. No other expenditures made by VENDOR shall be reimbursed by CITY. 3. TERM; TERMINATION. This Agreement may be terminated at any time with thirty (30) days' 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 the date of expiration of the 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 of 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 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 Exhibit "A" 2 2014-105 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. 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 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 Exhibit"A" 3 2014-105 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 or termination of the policy. 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 condition, marital status, sexual gender or sexual orientation, or any other status protected by law, except as permitted in Section 12940 of the California Government Code. 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. VENDOR warrants that it possesses or shall obtain, and maintain a business registration certificate pursuant to Title 5 of the San Bernardino 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 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: WASTEQUIP, INC. 11900 East Locke Road Exhibit "A" 4 2014-105 Lockeford, CA 95237 Telephone: (925) 783-3287 Contact: Scott Wink 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 shall be considered as attorneys' fees for the purposes of this paragraph. Attorney's fees for the City Attorney and members of his office shall be calculated based on market rate for comparable services. 11. ASSIGNMENT. VENDOR shall not voluntarily nor 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 without CITY's prior written consent 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, Exhibit "A" 5 2014-105 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. 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 supersedes 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. /// Exhibit "A" 6 2014-105 VENDOR PURCHASE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND WASTEQUIP FOR SOLID WASTE AND RECYCLING COLLECTION EQUIPMENT IN WITNESS THEREOF, the parties hereto have executed this Agreement on the date set forth below. Dated: 5/12 , 2014 WASTEQUIP,INC. By . - ephen Sy ti,,,,--7'4,1 Its: CFO Dated , 2014 CITY OF SAN BERNARDINO By: /-9,,,-/-...._., All ker, City Manager Approved as to form: Gary D. Saenz, City Attorney By'r !_Li A i ill" Exhibit"A" 7