The URL can be used to link to this page

Home My WebLink About2014-285 RESOLUTION NO. 2014-285 1 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A VENDOR 3 SERVICE AGREEMENT AND ISSUANCE OF AN ANNUAL PURCHASE ORDER IN THE AMOUNT OF $400,000 WITH THREE (3) ONE-YEAR RENEWALS AT THE 4 CITY'S OPTION TO ALL AMERICAN ASPHALT FOR ASPHALT 5 PAVING/REPAIR SERVICES. 6 WHEREAS, All American Asphalt was determined to be the lowest bidder for asphalt 7 paving/repair services. 8 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE 9 CITY OF SAN BERNARDINO AS FOLLOWS: 10 SECTION 1. The City Manager of the City of San Bernardino is hereby authorized 11 and directed to execute on behalf of said City a Vendor Services Agreement between the City 12 of San Bernardino and All American Asphalt, a copy of which is attached hereto, marked 13 14 Exhibit"A", and incorporated herein by reference as fully as though set forth at length. 15 SECTION 2. That pursuant to this determination the Director of Finance or his 16 designee is hereby authorized to issue an annual purchase order to All American Asphalt in 17 the amount of$400,000 with three (3) one-year extensions at the City's option. 18 SECTION 3. The Purchase Order shall reference this Resolution Number and shall 19 read, "All American Asphalt for asphalt paving/repair services. Agreement not to exceed 20 21 $400,000" and shall incorporate the terms and conditions of the Agreement. 22 SECTION 4. The authorization to execute the above-referenced Agreement is 23 rescinded if it is not executed by both parties within sixty (60) days of the passage of this 24 resolution. 25 /// 26 27 /// 28 2014-285 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A VENDOR 2 SERVICE AGREEMENT AND ISSUANCE OF AN ANNUAL PURCHASE ORDER IN THE AMOUNT OF $400,000 WITH THREE (3) ONE-YEAR RENEWALS AT THE 3 CITY'S OPTION TO ALL AMERICAN ASPHALT FOR ASPHALT 4 PAVING/REPAIR SERVICES. 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 thereof, held on the 21 stday of July , 2014, by the following vote, to wit: 8 Council Members: AYES NAYS ABSTAIN ABSENT 9 10 MARQUEZ x 11 BARRIOS x 12 VALDIVIA x 13 SHORETT x 14 NICKEL x 15 16 JOHNSON x 17 MULVIHILL x 18 George.,.1 Hanna, C' Clerk 20 The foregoing resolution is hereby approved this a,CL..IlOtday of July , 2014. 21 22 t 23 R. CAREY D, IS, Mayor City of San ;ernardino 24 Approved as to form: 25 GARY D. SAENZ, City Attorney 26 27 By: �1tu'c L—r' 28 C' 2014-285 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND ALL AMERICAN ASPHALT FOR ASPHALT PAVING/REPAIR SERVICES This VENDOR Service Agreement is entered into this 21st day of July, 2014, by and between All American Asphalt ("VENDOR") and the City of San Bernardino ("CITY" or "San Bernardino"). WITNESSETH: WHEREAS, the Mayor and Common Council has determined that it is advantageous and in the best interest of the CITY to contract for asphalt paving/repair services and; WHEREAS, The City of San Bernardino did solicit and accept quotes from available VENDORs for such asphalt paving/repair services; and WHEREAS, VENDOR is the lowest bidder to provide said service 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 services as set forth in RFQ F-14-38, 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 by this reference. 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$400,000 for asphalt paving/repair services pursuant to RFQ F-14-38. b. No other expenditures made by VENDOR shall be reimbursed by CITY. Exhibit "A" 1 2014-285 3. TERM; TERMINATION. The term of this agreement shall be from July 21, 2014 through June 30, 2015, with three (3) one-year extensions at the City's option. Option year one, if exercised, shall be effective July 1, 2015 through June 30, 2016. Option year two, if exercised, shall be effective July 1, 2016 through June 30, 2017. Option year three, if exercised, shall be effective July 1, 2017 through June 30, 2018. 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 amended by written agreement of the parties executed on or before the date of expiration of current term of the agreement. 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 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 Exhibit"A" 2 2014-285 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 conditions, 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 Exhibit"A" 3 2014-285 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 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: All American Asphalt PO Box 229 Corona, CA 92878 Telephone: (951) 736-7600 Contact: Robert Bradley 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. Attorney's fees for the City Attorney and members of his office shall be calculated based on market rate for comparable services. Exhibit "A" 4 2014-285 11. ASSIGNMENT. VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. 13. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. 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. Exhibit "A" 5 2014-285 16. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 17. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supercedes any prior agreements and understandings relating to the subject manner of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. Exhibit"A" 6 2014-285 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND ALL AMERICAN ASPHALT FOR ASPHALT PAVING/REPAIR SERVICES IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: , 2014 ALL AMERICAN ASPHALT By: Its: Dated , 2014 CITY OF SAN BERNARDINO By: Allen J. Parker, City Manager Approved as to Form: Gary D. Saenz, City Attorney B IA Exhibit "A" 7 2014-285 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND ALL AMERICAN ASPHALT FOR ASPHALT PAVING/REPAIR SERVICES This VENDOR Service Agreement is entered into this 21st day of July, 2014, by and between All American Asphalt ("VENDOR") and the City of San Bernardino ("CITY" or "San Bernardino"). WITNESSETH: WHEREAS, the Mayor and Common Council has determined that it is advantageous and in the best interest of the CITY to contract for asphalt paving/repair services and; WHEREAS, The City of San Bernardino did solicit and accept quotes from available VENDORs for such asphalt paving/repair services; and WHEREAS, VENDOR is the lowest bidder to provide said service 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 services as set forth in RFQ F-14-38, 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 by this reference. 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 $400,000 for asphalt paving/repair services pursuant to RFQ F-14-38. b. No other expenditures made by VENDOR shall be reimbursed by CITY. Exhibit "A" 1 2014-285 3. TERM; TERMINATION. The term of this agreement shall be from July 21, 2014 through June 30, 2015, with three (3) one-year extensions at the City's option. Option year one, if exercised, shall be effective July 1, 2015 through June 30, 2016. Option year two, if exercised, shall be effective July 1, 2016 through June 30, 2017. Option year three, if exercised, shall be effective July 1, 2017 through June 30, 2018. 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 amended by written agreement of the parties executed on or before the date of expiration of current term of the agreement. 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 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 Exhibit"A" 2 2014-285 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 conditions, 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 Exhibit "A" 3 2014-285 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 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: All American Asphalt PO Box 229 Corona, CA 92878 Telephone: (951) 736-7600 Contact: Robert Bradley 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 Attorney's fees for the City Attorney and members of his office shall be calculated based on market rate for comparable services. Exhibit "A" 4 2014-285 11. ASSIGNMENT. VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. 13. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. 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. Exhibit "A" 5 2014-285 16. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 17. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supercedes any prior agreements and understandings relating to the subject manner of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. Exhibit"A" 6 2014-285 • VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND ALL AMERICAN ASPHALT FOR ASPHALT PAVING/REPAIR SERVICES IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: 16)A , 2014 ALL AMERICAN ASPHALT / / 9 By:, Its: Rob04-BraQlly VICLp, ,ht/ Dated 0/ , 2014 CITY OF SAN BERNARDINO By: n J. Parker, City Manager Approved as to Form: Gary D. Saenz, City Attorney B #1 411 Exhibit"A" 7 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT State of California County of Riverside On August 19, 2014 before me, Alyssa Sohl,Notary Public , Date Here Insert name and Title of the Officer personally appeared Robert Bradley Name(s)of Signer(s) 1 who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/ace subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their �,YY•ALYSSA SOHL signature(s) on the instrument the person(s), or the entity upon behalf , `�. Commission#2072413 = of which the person(s)acted, executed the instrument. JI Notary Public-California z c :j� Riverside County I certify under PENALTY OF PERJURY under the laws of the State of tr."`c Comm.E fires Jun 23,2018 California that the forgoing paragraph is true and correct. WITNESS m ■. and official se. . / IISignature Place Notary Seal Above Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to person relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document City of San Bernardino—Vendor Service Agreement (Exhibit "A") Document Date: August 19, 2014 Number of Pages: 7 Signer(s)Other Than Named Above: City of San Bernardino Capacity(ies)Claimed by Signer(s) Signer's Name: Robert Bradley Signer's Name: ❑ Individual ❑ Individual X Corporate Officer—Title(s): Vice President ❑ Corporate Officer—Title(s): ❑ Partner I ❑ Limited ❑ General ❑ Partner I ❑ Limited ❑General RIGHT THUMBPRINT RIGHT THUMBPRINT ❑Attorney in Fact OF SIGNER ❑Attorney in Fact OF SIGNER ❑Trustee Top of thumb here ❑Trustee Top of thumb here ❑Other: ❑ Other: Signer is Representing: Signer is Representing: All American As•halt