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HomeMy WebLinkAbout2014-109 1 RESOLUTION NO. 2014-109 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 3 OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT 4 AND AN INCREASE TO ANNUAL PURCHASE ORDER NO. 201400000145 IN AN AMOUNT NOT TO EXCEED $50,000 WITH TURF STAR INCORPORATED FOR 5 THE PURCHASE OF TORO COMMERCIAL EQUIPMENT PARTS AND SUPPLIES. 6 WHEREAS, Turf Star Incorporated, is the factory authorized wholesale distributor of 7 Toro commercial equipment parts and supplies in California. 8 THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON 9 COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 10 11 SECTION 1. The City Manager of the City of San Bernardino is hereby authorized to 12 execute on behalf of said City an Agreement between the City of San Bernardino and Turf 13 Star Incorporated, a copy of which is attached hereto, marked as Exhibit "A", and 14 incorporated herein by this reference as though set forth fully at length. 15 SECTION 2. That pursuant to this determination the Director of Administrative 16 17 Services or designee is hereby authorized to issue an Annual Purchase Order to Turf Star 18 Incorporated for a total amount not to exceed $50,000. 19 SECTION 3. The Purchase Order shall reference this Resolution Number and shall 20 read, "for Toro commercial parts and supplies, $50,000 for FY 13-14" and shall incorporate 21 the terms and conditions of the agreement. 22 23 SECTION 4. The authorization to execute the above-referenced Purchase Order and 24 Agreement is rescinded if it is not executed by both parties within sixty (60) days of the 25 passage of this resolution. 26 27 /// 28 2014-109 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT 2 AND AN INCREASE TO ANNUAL PURCHASE ORDER NO. 201400000145 IN AN AMOUNT NOT TO EXCEED $50,000 WITH TURF STAR INCORPORATED FOR 3 THE PURCHASE OF TORO COMMERCIAL EQUIPMENT PARTS AND SUPPLIES. 4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor 5 joint regular and Common Council of the City of San Bernardino at a meeting thereof, held 6 7 on the 21st day of April , 2014, by the following vote, to wit: 8 Council Members: AYES NAYS ABSTAIN ABSENT 9 MARQUEZ x 10 BARRIOS x 11 12 VALDIVIA x 13 SHORETT x 14 NICKEL 15 JOHNSON x 16 MULVIHILL x 17 18 /'.:._ 4 ,. .4 ���✓✓. 19 Geor Hanna, si nn t� C erkc 20 The foregoing resolution is hereby approved this y7 day of April , 2014. 21 22 / R. CAREY iAVIS, Mayor 23 City of San Bernardino Approved as to Form: 24 GARY D. SAENZ 25 City Attorney 26 BY: caril-t_; / 27 28 2014-109 EXHIBIT A VENDOR SERVICE AGREEMENT BETWEEN TURF STAR INC. AND THE CITY OF SAN BERNARDINO FOR TORO EQUIPMENT PARTS AND SUPPLIES This Vendor Service Agreement is entered into this 21st day of April 2014, by and between Turf Star Inc. ("VENDOR") and the City of San Bernardino ("CITY" or"San Bernardino"). WITNESSETH: WHEREAS, the City of San Bernardino has determined that it is advantageous and in the best interest of the CITY to contract for the purchase of specialized Toro commercial equipment parts and supplies; and WHEREAS, VENDOR is the factory authorized wholesale distributor of specialized Toro commercial equipment parts and supplies in California. NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, CITY hereby engages the services of VENDOR to provide those products and services as set forth in Attachment "1," attached hereto and incorporated herein. If a conflict arises between Attachment "1" and this Vendor Service Agreement (hereinafter "Agreement"), the terms of the Agreement shall govern and supersede Attachment"1." /// /// /// /// VENDOR SERVICE AGREEMENT BETWEEN TURF STAR INC.AND THE CITY OF SAN BERNARDINO FOR TORO EQUIPMENT PARTS AND SUPPLIES PAGE 1 OF 8 2014-109 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$50,000. No warranty is given or implied as to the total volume that may be purchased by the CITY during the contract period. No other expenditures made by VENDOR shall be reimbursed by CITY. 3. TERM; TERMINATION. The term of this Agreement shall begin on the date the Agreement is fully executed ("Effective Date"), and continue until June 30, 2015. This Agreement shall continue thereafter on a yearly basis unless terminated by either party with thirty (30) days written notice. 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 in writing. 4. INDEMNITY. CITY agrees to indemnify and hold harmless VENDOR, its officers, agents and volunteers from any and all claims, actions, losses, damages and/or liability resulting from CITY's negligent acts or omissions arising from the CITY's performance of its obligations under the Agreement. VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and volunteers from any and all claims, actions, losses, damages and/or liability resulting from VENDOR's negligent acts or omissions arising from the VENDOR's performance of its obligations under the Agreement. In the event the CITY and/or the VENDOR is found to be comparatively at fault for any claim, action, loss, or damage which results from their respective obligations under the Agreement, the CITY and/or VENDOR shall indemnify the other to the extent of this comparative fault. /// /// /// VENDOR SERVICE AGREEMENT BETWEEN TURF STAR INC.AND THE CITY OF SAN BERNARDINO FOR TORO EQUIPMENT PARTS AND SUPPLIES PAGE 2 OF 8 2014-109 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 workers' 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. 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, except as permitted pursuant to Section 12940 of the California Government Code. 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 employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. /// /// VENDOR SERVICE AGREEMENT BETWEEN TURF STAR INC.AND THE CITY OF SAN BERNARDINO FOR TORO EQUIPMENT PARTS AND SUPPLIES PAGE 3 OF 8 2014-109 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 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 City of San Bernardino 300 North"D" Street San Bernardino, CA 92418 Telephone: (909) 384-5140 TO THE VENDOR: Turf Star Inc. 955 Beacon Street Brea, CA 92821 Telephone: (714) 256-5211 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. VENDOR SERVICE AGREEMENT BETWEEN TURF STAR INC.AND THE CITY OF SAN BERNARDINO FOR TORO EQUIPMENT PARTS AND SUPPLIES PAGE4OF8 2014-109 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 the 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. /// /// /// VENDOR SERVICE AGREEMENT BETWEEN TURF STAR INC.AND THE CITY OF SAN BERNARDINO FOR TORO EQUIPMENT PARTS AND SUPPLIES PAGE 5 OF 8 2014-109 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. 18. 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. VENDOR SERVICE AGREEMENT BETWEEN TURF STAR INC.AND THE CITY OF SAN BERNARDINO FOR TORO EQUIPMENT PARTS AND SUPPLIES PAGE 6 OF 8 2014-109 VENDOR SERVICE AGREEMENT BETWEEN TURF STAR INC. AND THE CITY OF SAN BERNARDINO FOR TORO EQUIPMENT PARTS AND SUPPLIES IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: , 2014 VENDOR By: Its: Dated: , 2014 CITY OF SAN BERNARDINO By: Allen J. Parker, City Manager Approved as to Form: Gary D. Saenz, City Attorney By ' • VENDOR SERVICE AGREEMENT BETWEEN TURF STAR INC.AND THE CITY OF SAN BERNARDINO FOR TORO EQUIPMENT PARTS AND SUPPLIES PAGE 7 OF 8 2014-109 ATTACHMENT 1 SCOPE OF SERVICES VENDOR will provide a subscription for the purchase of specialized Toro commercial equipment parts and supplies by VENDOR VENDOR SERVICE AGREEMENT BETWEEN TURF STAR INC.AND THE CITY OF SAN BERNARDINO FOR TORO EQUIPMENT PARTS AND SUPPLIES PAGE 8 OF 8 2014-409 EXHIBIT A VENDOR SERVICE AGREEMENT BETWEEN TURF STAR INC. AND THE CITY OF SAN BERNARDINO FOR TORO EQUIPMENT PARTS AND SUPPLIES This Vendor Service Agreement is entered into this 21st day of April , 2014, by and between Turf Star Inc. ("VENDOR") and the City of San Bernardino ("CITY" or"San Bernardino"). WITNESSETH: WHEREAS, the City of San Bernardino has determined that it is advantageous and in the best interest of the CITY to contract for the purchase of specialized Toro commercial equipment parts and supplies; and WHEREAS, VENDOR is the factory authorized wholesale distributor of specialized Toro commercial equipment parts and supplies in California. NOW,THEREFORE,the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, CITY hereby engages the services of VENDOR to provide those products and services as set forth in Attachment "1," attached hereto and incorporated herein. If a conflict arises between Attachment "1" and this Vendor Service Agreement (hereinafter "Agreement"), the terms of the Agreement shall govern and supersede Attachment"1." /// /// HI VENDOR SERVICE AGREEMENT BETWEEN TURF STAR INC. AND THE CITY OF SAN BERNARDINO FOR TORO EQUIPMENT PARTS AND SUPPLIES PAGE 1 OF 8 2014-109 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$50,000.No warranty is given or implied as to the total volume that may be purchased by the CITY during the contract period.No other expenditures made by VENDOR shall be reimbursed by CITY. 3. TERM; TERMINATION. The term of this Agreement shall begin on the date the Agreement is fully executed ("Effective Date"), and continue until June 30, 2015. This Agreement shall continue thereafter on a yearly basis unless terminated by either party with thirty (30) days written notice. 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 in writing. 4. INDEMNITY. CITY agrees to indemnify and hold harmless VENDOR, its officers, agents and volunteers from any and all claims, actions, losses, damages and/or liability resulting from CITY's negligent acts or omissions arising from the CITY's performance of its obligations under the Agreement. VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and volunteers from any and all claims, actions, losses, damages and/or liability resulting from VENDOR's negligent acts or omissions arising from the VENDOR's performance of its obligations under the Agreement. In the event the CITY and/or the VENDOR is found to be comparatively at fault for any claim, action, loss, or damage which results from their respective obligations under the Agreement, the CITY and/or VENDOR shall indemnify the other to the extent of this comparative fault. /// /// /// VENDOR SERVICE AGREEMENT BETWEEN TURF STAR INC.AND THE CITY OF SAN BERNARDINO FOR TORO EQUIPMENT PARTS AND SUPPLIES PAGE 2 OF 8 2014-109 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 workers' 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. 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, except as permitted pursuant to Section 12940 of the California Government Code. 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 employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. /// /// VENDOR SERVICE AGREEMENT BETWEEN TURF STAR INC.AND THE CITY OF SAN BERNARDINO FOR TORO EQUIPMENT PARTS AND SUPPLIES PAGE 3 OF 8 2014-109 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 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 City of San Bernardino 300 North"D" Street San Bernardino, CA 92418 Telephone: (909) 384-5140 TO THE VENDOR: Turf Star Inc. 955 Beacon Street Brea, CA 92821 Telephone: (714) 256-5211 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. VENDOR SERVICE AGREEMENT BETWEEN TURF STAR INC.AND THE CITY OF SAN BERNARDINO FOR TORO EQUIPMENT PARTS AND SUPPLIES PAGE 4 OF 8 2014-109 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 the 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. /// /// /// VENDOR SERVICE AGREEMENT BETWEEN TURF STAR INC.AND THE CITY OF SAN BERNARDINO FOR TORO EQUIPMENT PARTS AND SUPPLIES PAGE 5 OF 8 2014-109 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. 18. 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. VENDOR SERVICE AGREEMENT BETWEEN TURF STAR INC.AND THE CITY OF SAN BERNARDINO FOR TORO EQUIPMENT PARTS AND SUPPLIES PAGE 6 OF 8 2014-109 VENDOR SERVICE AGREEMENT BETWEEN TURF STAR INC. AND THE CITY OF SAN BERNARDINO FOR TORO EQUIPMENT PARTS AND SUPPLIES IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: 'PI , 2014 VENDO By: Its: infrirb UMW- Dated: ` , 2014 CITY OF SAN BERNARDINO BY: Aff/ . _ _ A 4J. Parker, City Manager Approved as to Form: Gary D. Saenz, City Attorney BY. %` ' • AL._‘• VENDOR SERVICE AGREEMENT BETWEEN TURF STAR INC.AND THE CITY OF SAN BERNARDINO FOR TORO EQUIPMENT PARTS AND SUPPLIES PAGE 7 OF 8 • 2014-109 ATTACHMENT 1 SCOPE OF SERVICES VENDOR will provide a subscription for the purchase of specialized Toro commercial equipment parts and supplies by VENDOR VENDOR SERVICE AGREEMENT BETWEEN TURF STAR INC.AND THE CITY OF SAN BERNARDINO FOR TORO EQUIPMENT PARTS AND SUPPLIES PAGE 8 OF 8