Loading...
HomeMy WebLinkAbout2014-307 RESOLUTION NO. 2014-307 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 4 THE AMOUNT OF $58,000 WITH TWO (2) ONE-YEAR EXTENSIONS AT THE CITY'S OPTION TO STOCK ALL SERVICES FOR THE MANUFACTURE AND 5 REPAIR OF HYDRAULIC CYLINDERS AND SUPPLIES. 6 NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 7 8 SECTION 1. The City Manager of the City of San Bernardino is hereby authorized 9 and directed to execute on behalf of said City a Vendor Service Agreement between the City 10 of San Bernardino and Stock All Service, a copy of which is attached hereto marked Exhibit 11 "A" and incorporated herein by reference as fully as though set forth at length. 12 SECTION 2. Pursuant to this determination the Director of Finance or his designee is 13 14 hereby authorized to issue an annual purchase order to Stock All Services in the amount not to 15 exceed $58,000 with two (2) one-year extensions at the City's option. 16 SECTION 3. The Purchase Order shall reference this Resolution Number and shall 17 read, "Stock All Services for hydraulic cylinder repairs. Agreement not to exceed $58,000" 18 and shall incorporate the terms and conditions of the Agreement. 19 20 SECTION 4. This purchase is exempt from the formal contract procedure of Sections 21 3.04.010 of the Municipal Code, pursuant to Sections 3.04.010 B.3 of said Code "Purchases 22 approved by the Mayor and Common Council". 23 SECTION 5. The authorization to execute the above-referenced Agreement is 24 rescinded if it is not executed by both parties within sixty (60) days of the passage of this 25 Resolution. 26 27 /// 28 /// 2014-307 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 2 OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A VENDOR SERVICE AGREEMENT AND ISSUANCE OF AN ANNUAL PURCHASE ORDER IN 3 THE AMOUNT OF $58,000 WITH TWO (2) ONE-YEAR EXTENSIONS AT THE 4 CITY'S OPTION TO STOCK ALL SERVICES FOR THE MANUFACTURE AND REPAIR OF HYDRAULIC CYLINDERS AND SUPPLIES. 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor 6 7 and Common Council of the City of San Bernardino at a joint regular meeting 8 thereof, held on the 4th day of August , 2014, by the following vote, to wit: 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 19 g44/6�.. 20 Georg%nn Hanna, City Clerk 21 The foregoing resolution is hereby approved this o ay of Aug iiir 2014. 22 riezi>e) 23 R. CAREY D VI—, Mayor City of San : -rnardino 24 Approved as to form: 25 GARY D. SAENZ, City Attorney 26 B 27 28 2014-307 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND STOCK ALL SERVICES FOR THE MANUFACTURE AND REPAIR OF HYDRAULIC CYLINDERS AND SUPPLIES This Vendor Service Agreement is entered into this 4th day of Aug1tsi014, by and between Stock All Services ("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 hydraulic cylinder repairs, including purchase of various related parts; and WHEREAS, the Vendor is the classified as a Select Sources vendor for repairing hydraulic cylinders; and WHEREAS, this new Agreement supersedes all previous Agreements with the VENDOR; NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated in Section 2, the City of San Bernardino hereby engages the services of VENDOR to provide repairs including parts on all hydraulic cylinders. 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 $58,000 for hydraulic cylinder repairs, including purchase of various related parts. b. No other expenditures made by VENDOR shall be reimbursed by CITY. /// /// Exhibit"A" 1 2014-307 3. TERM; TERMINATION. The term of this agreement shall be from August 8, 2014 through June 30, 2015, with two 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. This Agreement may be terminated at any time by thirty (30) days prior 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 date of expiration of 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 fee 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 inspection, 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 in 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 expense. "Reasonable notice" for purposes of this section shall not be deemed to require more than 60 calendars days notice Exhibit"A" 2 2014-307 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 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 Exhibit"A" 3 2014-307 Insurance furnished to the CITY shall require the insurer to notify CITY of any change or termination in 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 conditions, marital status, sexual gender or sexual orientation, or any other status protected by law. 8. 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. 9. 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. 10. 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: Exhibit"A" 4 2014-307 TO THE CITY: Public Works Director 300 North"D" Street San Bernardino, CA 92418 Telephone: (909) 384-5140 TO THE VENDOR: Stock All Services 29346 Gold Buckle Rd Highland CA 92346 Telephone (800) 463-0383 Contact: 11. 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. 12. 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. /// /// Exhibit"A" 5 2014-307 13. 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. 14. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 15. 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. 16. 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. 17. 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. 18. 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 Exhibit"A" 6 2014-307 of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. /// /// /// Exhibit"A" 7 2014-307 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND STOCK ALL SERVICES FOR THE MANUFACTURE AND REPAIR OF HYDRAULIC CYLINDERS AND SUPPLIES IN WITNESS THEREOF,the parties hereto have executed this Agreement on the day and date set forth below. Dated: , 2014 STOCK ALL SERVICES By: Dated , 2014 CITY OF SAN BERNARDINO By: Allen J. Parker, City Manager Approved as to Form: Gary D. Saenz, City Attorney By:— Exhibit"A" 8 2014-307 VENDOR SERVICE AGREEMENT OR THE MANUFACTURE AND REPAIRR OF O AND STOCK ALL SERVICE HYDRAULIC CYLINDERS AND SUPPLIES This Vendor Service Agreement is entered into this 4th day of Aug,, 2014, by and between Stock All Services ("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 hydraulic cylinder repairs, including purchase of various related parts; and WHEREAS, the Vendor is the classified as a Select Sources vendor for repairing hydraulic cylinders; and WHEREAS, this new Agreement supersedes all previous Agreements with the VENDOR; NOW,THEREFORE,the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated in Section 2,the City of San Bernardino hereby engages the services of VENDOR to provide repairs including parts on all hydraulic cylinders. 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 $58,000 for hydraulic cylinder repairs, including purchase of various related parts. b. No other expenditures made by VENDOR shall be reimbursed by CITY. Exhibit"A" 1 2014-307 3. TERM; TERMINATION. The term of this agreement shall be from August 8, 2014 through June 30, 2015, with two 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. This Agreement may be terminated at any time by thirty (30) days prior 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 date of expiration of 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 fee 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 inspection, 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 in 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 expense. "Reasonable notice" for purposes of this section shall not be deemed to require more than 60 calendars days notice Exhibit"A" 2 2014-307 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 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 Exhibit"A" 3 2014-307 Insurance furnished to the CITY shall require the insurer to notify CITY of any change or termination in 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 conditions, marital status, sexual gender or sexual orientation, or any other status protected by law. 8. 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. 9. 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. 10. 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: Exhibit"A" 4 2014-307 TO THE CITY• Public Works Director 300 North"D" Street San Bernardino, CA 92418 Telephone: (909) 384-5140 TO THE VENDOR: Stock All Services 29346 Gold Buckle Rd Highland CA 92346 Telephone (800) 463-0383 Contact: 11. 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. 12. 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. Exhibit"A" 5 2014-307 13. 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. 14. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 15. 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. 16. 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. 17. 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. 18. 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 Exhibit"A" 6 2014-307 of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. Exhibit"A" 7 2014-307 VENDOR SERVICE AGREEMENT FOR THE MANUFACTURE AND REPAIR OF O AND STOCK ALL SERVICES HYDRAULIC CYLINDERS AND SUPPLIES IN WITNESS THEREOF,the parties hereto have executed this Agreement on the day and date set forth below. Dated: , 2014 STOCK L By: Dated 'Z , 2014 CITY OF SAN B ARDINO By: All arker, City Manager Approved as to Form: Gary D. Saenz, City Attorney By: Exhibit"A" 8