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HomeMy WebLinkAbout2014-286 1 RESOLUTION NO. 2014-286 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT 3 AND ISSUANCE OF AN ANNUAL PURCHASE ORDER IN THE AMOUNT NOT TO 4 EXCEED $90,000 WITH TWO (2) ONE-YEAR EXTENSIONS AT THE CITY'S OPTION TO ARATA EQUIPMENT COMPANY, PURSUANT TO SECTION 3.04.010- 5 B3 OF THE MUNICIPAL CODE FOR THE PURCHASE OF SPECIFIC LABRIE REFUSE EQUIPMENT PARTS AND SUPPLIES. 6 7 NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 8 WHERAS, Arata Equipment Company is the authorized California dealership that 9 furnishes specific Labrie equipment parts and supplies for refuse fleets and are, therefore, 10 11 considered a sole sources supplier. 12 SECTION 1. The City Manager is hereby authorized to execute on behalf of said 13 City an Agreement between the City of San Bernardino and Arata Equipment Company, a 14 copy of which is attached hereto marked Exhibit "A" and incorporated herein by reference as 15 fully as though set forth at length. 16 17 SECTION 2. This Purchase is exempt from the formal contract procedure of Sections 18 3.04.010 of the Municipal Code, pursuant to Sections 3.04.010. B.3 of said Code "Purchases 19 approved by the Mayor and Common Council." 20 SECTION 3. The Purchase Order shall reference this Resolution number and shall 21 read "Arata Equipment Company for specific Labrie refuse equipment parts and supplies" 22 23 Purchase Order not to exceed $90,000 and shall incorporate the terms and conditions of the 24 Agreement. 25 SECTION 4. The authorization to execute the above-referenced Agreement and 26 Purchase Order is rescinded if not issued within sixty (60) days of the passage of this 27 Resolution. 28 2014-286 1 RESOLUTION NO. 2014-286 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT 3 AND ISSUANCE OF AN ANNUAL PURCHASE ORDER IN THE AMOUTN NOT TO 4 EXCEED $90,000 WITH TWO (2) ONE-YEAR EXTENSIONS AT THE CITY'S OPTION TO ARATA EQUIPMENT COMPANY PURSUANT TO SECTIONS 5 3.04.010-B3 OF THE MUNICIAPL CODE FOR THE PURCHASE OF SPECIFICE LABRIE REFUSE EQUIPMENT PARTS AND SUPPLIES. 6 7 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor 8 and Common Council of the City of San Bernardino at a joint regular meeting 9 thereof, held on the 21st day of July , 2014, by the following vote, to wit: 10 Council Members: AYES NAYS ABSTAIN ABSENT 11 12 MARQUEZ x 13 BARRIOS x 14 VALDIVIA 15 SHORETT x 16 NICKEL x 17 JOHNSON x 18 19 MULVIHILL x 20 ,, 21 Georgea Hanna, ' y Clerk 22 The foregoing resolution is hereby approved this IP•- r7tLday of Jul , 2014. 23 24 , e,'" 25 R. CAREY D IS, Mayor City of San B'rnardino 26 Approved as to form: GARY D. SAENZ, City Attorney 27 28 B _ %fir 2014-286 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND ARATA EQUIPMENT COMPANY FOR LABRIE REFUSE EQUIPMENT PARTS AND SUPPLIES This Vendor Service Agreement is entered into this 1st July of July 2014, by and between Arata Equipment Company ("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 specific Labrie refuse equipment parts and supplies ; and WHEREAS, Arata Equipment Company is the authorized dealership that furnishes specific Labrie equipment parts and supplies for refuse fleets and is therefore considered a sole sources supplier; and WHEREAS, this purchase is exempt from the formal contract procedures of Sections 3.04.010.of the Municipal Code, pursuant to Section 3.04.010. B.3 of said Code "Purchases approved by the Mayor and Common Council." 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 in this agreement. 2. COMPENSATION AND EXPENSES. a. For the services delineated above, the CITY, upon presentation of an invoice, shall pay the VENDOR the amount not to exceed $90,000.00 for the purchase specific Labrie refuse equipment parts and supplies. b. No other expenditures made by VENDOR shall be reimbursed by CITY, 2014-286 3. TERM; SEVERABILITY. The term of this Agreement shall be for a period of one year with two single year renewals at the City's option. 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. CITY agrees to indemnify and hold harmless VENDOR, its officers, agents and volunteers from any and all claims, actions, or 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 claim, actions, or 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 arising from the performance of their respective obligations under the Agreement, the CITY and/or VENDOR shall indemnify the other to the extent of this comparative fault. 5. INSURANCE. While not restricting or limiting the forgoing, 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 2014-286 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 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 conditions, 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. 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, 2014-286 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: Arata Equipment Company 1160 Industrial Rd #12 San Carlos, CA 94070 Telephone: (650) 508-1010 Attn: Danny Arata 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 connection with that litigation 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 2014-286 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. 16. 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. /// /// 2014-286 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND ARATA EQUIPMENT COMPANY FOR LABRIE REFUSE 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 2014-286 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND ARATA EQUIPMENT COMPANY FOR LABRIE REFUSE EQUIPMENT PARTS AND SUPPLIES This Vendor Service Agreement is entered into this 1st July of July 2014, by and between Arata Equipment Company ("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 specific Labrie refuse equipment parts and supplies ; and WHEREAS, Arata Equipment Company is the authorized dealership that furnishes specific Labrie equipment parts and supplies for refuse fleets and is therefore considered a sole sources supplier; and WHEREAS, this purchase is exempt from the formal contract procedures of Sections 3.04.010.of the Municipal Code, pursuant to Section 3.04.010. B.3 of said Code "Purchases approved by the Mayor and Common Council." 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 in this agreement. 2. COMPENSATION AND EXPENSES. a. For the services delineated above, the CITY, upon presentation of an invoice, shall pay the VENDOR the amount not to exceed $90,000.00 for the purchase specific Labrie refuse equipment parts and supplies. b. No other expenditures made by VENDOR shall be reimbursed by CITY, 2014-286 3. TERM; SEVERABILITY. The term of this Agreement shall be for a period of one year with two single year renewals at the City's option. 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. CITY agrees to indemnify and hold harmless VENDOR, its officers, agents and volunteers from any and all claims, actions, or 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 claim, actions, or 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 arising from the performance of their respective obligations under the Agreement, the CITY and/or VENDOR shall indemnify the other to the extent of this comparative fault. 5. INSURANCE. While not restricting or limiting the forgoing, 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 5 2014-286 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 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 conditions, 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. 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, 3 2014-286 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: Arata Equipment Company 1160 Industrial Rd#12 San Carlos, CA 94070 Telephone: (650) 508-1010 Attn: Danny Arata 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 connection with that litigation 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 2014-286 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. 16. 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. /// /// 2014-286 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND ARATA EQUIPMENT COMPANY FOR LABRIE REFUSE EQUIPMENT PARTS AND SUPPLIES IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: 1 L 2- , 2014 VENDOR. BY: f Air Its: (S,'j PC ?o/US Dated ,7/,z , 2014 CITY OF SAN BE t ARDINO By: A;r J. Parker, ity Manager Approved as to Form: Gary D. Saenz, City Attorney By: • ♦ �_�I