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HomeMy WebLinkAbout2014-389 1 RESOLUTION NO. 2014-389 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN 3 BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE A VENDOR 4 SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND REVENUE AND COST SPECIALISTS, LLC FOR A COST ALLOCATION PLAN AND 5 USER FEE STUDY. 6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE 7 CITY OF SAN BERNARDINO AS FOLLOWS: 8 SECTION 1. That the City Manager is hereby authorized to execute a Vendor Services 9 Agreement with Revenue and Cost Specialists, LLC attached hereto as Exhibit "A" an 10 incorporated herein by this reference. 11 12 SECTION 2. The authorization granted hereunder shall expire and be void and of no 13 further effect if the agreement is not executed by both parties and returned to the Office of the 14 City Clerk within sixty(60) days following the effective date of the Resolution. 15 16 17 18 19 20 21 22 23 24 25 26 27 /// 28 1 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE A VENDOR 2 SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND 3 REVENUE AND COST SPECIALISTS, LLC FOR A COST ALLOCATION PLAN AND USER FEE STUDY. 4 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 6 Common Council of the City of San Bernardino at a joint regular meeting thereof, held on the 7 a 17th day of November, 2014,by the following vote, to wit: 9 Council Members: AYES NAYS ABSTAIN ABSENT 10 MARQUEZ X 11 BARRIOS X 12 VALDIVIA X 13 14 SHORETT X 15 NICKEL _X 16 JOHNSON X 17 MULVIHILL X 1s 19 Georg 2n Hanna, y Clerk 20 The foregoing Resolution is hereby approved this f d 9f Nove er' 2014 21 22 R. Carey Da is, Mayor 23 City of San Bernardino Approved as to form: 24 Gary D. Saenz, City Attorney 25 26 By: 4 27 2s 2 2014-389 VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND REVENUE AND COST SPECIALISTS, LLC FOR A COST ALLOCATION PLAN AND USER FEE STUDY This Vendor Services Agreement (the "Agreement") is entered into thisl7thday of November 20__L4 BY AND BETWEEN: the City of San Bernardino, a Charter City organized under the laws of the State of California, with an address of 300 N. "D" Street, San Bernardino, California (the "CITY"); AND, Revenue and Cost Specialists, LLC, incorporated under the laws of the State of California and having its principal place of business at 1519 East Chapman Avenue, Suite C, Fullerton, CA 92831 (the "VENDOR") (individually CITY or VENDOR may be referred to as a"PARTY" and collectively CITY and VENDOR may be referred to as the "PARTIES"). WITNESSETH : WHEREAS, the Mayor and Common Council of CITY have determined that it is advantageous and in the best interest of the CITY to contract for a cost allocation plan and user fee study; and, WHEREAS, the CITY did solicit and accept quotes from available vendors for a cost allocation plan and user fee study and VENDOR was the most qualified bidder; and, WHEREAS, CITY and VENDOR desire to contract for a cost allocation plan and user fee study and desire to set forth their rights, duties, and liabilities in connection with their performance; and, WHEREAS, no official or employee of the CITY has a financial interest, within the provisions of California Government Code, Sections 1090-1092, in the subject matter of this Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the PARTIES hereby 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 on Attachment"1," attached hereto and incorporated herein. VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND REVENUE AND COST SPECIALISTS,LLC FOR A COST ALLOCATION PLAN AND USER FEE STUDY Page 1 of 8 2014-389 2. COMPENSATION AND EXPENSES. 2.1 Compensation. VENDOR shall be paid for the services set forth in Attachment "1" a total fixed sum of $69,020.00. No other amounts, except those expressly provided for in this Agreement, shall be paid by CITY. 2.2 Additional Services. VENDOR shall not receive compensation for any services provided outside the scope of services specified in this Agreement unless the CITY, prior to VENDOR performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. 3.3 Method of Billing. VENDOR may submit invoices to CITY for approval at intervals no more often than monthly. Said invoice shall be based on the total of all VENDOR's products and services that have been supplied and performed to the CITY's sole satisfaction. CITY shall pay VENDOR's invoice within forty- five (45) days from the date CITY receives said invoice. Each invoice shall describe in detail the products supplied, the services performed, and the associated time for completion. Any additional products or services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices. 3.4 Records and Audits. Records of VENDOR's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to CITY upon reasonable notice. 3. TERM; TERMINATION. The term of this Agreement shall be from November 17, 2014 until June 30, 2015, inclusive. This Agreement may be terminated at any time upon thirty (30) days written notice by either PARTY. The terms of this Agreement shall remain in force unless mutually amended in writing. The duration of this Agreement may be extended with the written consent of both parties. 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 actual 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 services 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 VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND REVENUE AND COST SPECIALISTS,LLC FOR A COST ALLOCATION PLAN AND USER FEE STUDY Page 2 of 8 2014-389 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. 5. INSURANCE. 5.1 Minimum Scope and Limits of Insurance. VENDOR shall obtain and maintain during the life of this Agreement all of the following insurance coverage: (a) Comprehensive general liability, including premises-operations, products/completed operations, broad form property damage, blanket contractual liability, personal injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined singles limits, per occurrence and aggregate. (b) Automobile liability for owned vehicles, hired, and non-owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. (c) Worker's compensation insurance as required by the State of California. 5.2 Endorsements. The comprehensive general liability insurance policy shall contain or be endorsed to contain the following provisions: (a) Additional insureds: "The City of San Bernardino and its elected and appointed boards, officers, agents, and employees are additional insureds with respect to this subject project and contract with City." (b) Notice: "Said policy shall not terminate, nor shall it be cancelled, nor the coverage reduced, until thirty (30) days after written notice is given to City." (c) Other insurance: "Any other insurance maintained by the City of San Bernardino shall be excess and not contributing with the insurance provided by this policy." 5.3 Certificates of Insurance. VENDOR shall provide to CITY certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by CITY, prior to performing any services under this Agreement. 5.4 Non-limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained within this Agreement, or the extent to which VENDOR may be held responsible for payments of damages to persons or property. VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND REVENUE AND COST SPECIALISTS,LLC FOR A COST ALLOCATION PLAN AND USER FEE STUDY Page 3 of 8 2014-389 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. 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 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 prior to execution of this Agreement, 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, documents, correspondence, or other communication concerning this Agreement or the services provided hereunder may be provided by personal delivery or U.S. Mail. If personally delivered the notice shall be deemed delivered at the time of the personal delivery. If sent by U.S. Mail the notice shall be deemed delivered forty-eight (48) hours after deposit in the U.S. Mail as reflected by the official U.S. postmark. TO THE CITY: TO THE VENDOR: Allen Parker, City Manager Rick Kerner, President City Manager's Office Revenue and Cost Specialists, LLC 300 North D Street 1519 East Chapman Avenue, Suite C San Bernardino, CA 92418 Fullerton, CA 92831 Either PARTY may change the address for delivery of notices by sending notice of the change to the other PARTY in conformity with this Section. VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND REVENUE AND COST SPECIALISTS,LLC FOR A COST ALLOCATION PLAN AND USER FEE STUDY Page 4 of 8 2014-389 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/her office in enforcing this Agreement on behalf of the CITY 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 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 Superior Court of the State of California for the County of San Bernardino or the United States 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 and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. 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 SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND REVENUE AND COST SPECIALISTS,LLC FOR A COST ALLOCATION PLAN AND USER FEE STUDY Page 5 of 8 2014-389 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. 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 delay or failure of either PARTY to require performance or compliance of the other of any of its obligations under this Agreement shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by a duly authorized representative of the PARTY against whom it is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of such right or remedy with respect to any future occurrences or events and shall not be deemed a continuing waiver. 18. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and the understanding between the PARTIES, and supersedes any prior agreements and understandings relating to the subject matter of this Agreement. 19. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf' format data file, such signature shall create a valid and binding obligation of the PARTY executing (or on whose behalf such signature is execute) with the same force and effect as if such facsimile or".pdf' signature page were an original thereof. 20. AMENDMENT. No amendment to this Agreement will be effective unless it is in writing and signed by both PARTIES. VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND REVENUE AND COST SPECIALISTS,LLC FOR A COST ALLOCATION PLAN AND USER FEE STUDY Page 6 of 8 2014--389 21. CORPORATE AUTHORITY. Each person executing this Agreement on behalf of the PARTIES hereto warrant that they are duly authorized to execute this Agreement on behalf of said PARTIES and that by doing so, the PARTIES hereto are formally bound to the provisions of this Agreement. 22. COMPLIANCE WITH LAW VENDOR agrees to abide by all federal, state, and local laws, ordinances and regulations. 23. FORCE MAJEURE. A PARTY shall not be liable for any failure or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, governmental orders or any other force majeure event. 24. RESPONSIBILITY FOR ERRORS. VENDOR shall be responsible for its work and results under this Agreement. VENDOR, when requested by CITY, shall furnish clarification and/or explanation as may be required by CITY's representative, regarding any services rendered under this Agreement at no additional cost to CITY. In the event that an error or omission attributable to VENDOR occurs, then VENDOR shall, at no cost to CITY, provide all necessary services to rectify and correct the matter to the sole satisfaction of CITY and to participate in any meeting required with regard to the correction. 25. ORDER OF PRECEDENCE. In the event of any inconsistency or conflict in this Agreement and any of the attached Exhibits or Attachments, the terms set forth in this Agreement shall prevail. 26. CONSTRUCTION. The PARTIES have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the PARTIES and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any Party by virtue of authorship of any of the provisions of this Agreement. /// HI HI VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND REVENUE AND COST SPECIALISTS,LLC FOR A COST ALLOCATION PLAN AND USER FEE STUDY Page 7 of 8 2014-389 VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND REVENUE AND COST SPECIALISTS,LLC FOR A COST ALLOCATION PLAN AND USER FEE STUDY IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: 52014 VENDOR: [Name of Vendor] By: Its: Dated , 2014 CITY OF SAN BERNARDINO By: Allen Parker, City Manager APPROVED AS TO FORM: Gary D. Saenz, City Attorney By: VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND REVENUE AND COST SPECIALISTS,LLC FOR A COST ALLOCATION PLAN AND USER FEE STUDY Page 8 of 8 2014-389 VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND REVENUE AND COST SPECIALISTS,LLC FOR A COST ALLOCATION PLAN AND USER FEE STUDY This Vendor Services Agreement (the "Agreement") is entered into thisl7thday of November 20 14 BY AND BETWEEN: the City of San Bernardino, a Charter City organized under the laws of the State of California, with an address of 300 N. "D" Street, San Bernardino, California (the "CITY"); AND, Revenue and Cost Specialists, LLC, incorporated under the laws of the State of California and having its principal place of business at 1519 East Chapman Avenue, Suite C, Fullerton, CA 92831 (the "VENDOR") (individually CITY or VENDOR may be referred to as a"PARTY" and collectively CITY and VENDOR may be referred to as the "PARTIES"). WITNESSETH : WHEREAS, the Mayor and Common Council of CITY have determined that it is advantageous and in the best interest of the CITY to contract for a cost allocation plan and user fee study; and, WHEREAS, the CITY did solicit and accept quotes from available vendors for a cost allocation plan and user fee study and VENDOR was the most qualified bidder; and, WHEREAS, CITY and VENDOR desire to contract for a cost allocation plan and user fee study and desire to set forth their rights, duties, and liabilities in connection with their performance; and, WHEREAS, no official or employee of the CITY has a financial interest, within the provisions of California Government Code, Sections 1090-1092, in the subject matter of this Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the PARTIES hereby 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 on Attachment"1," attached hereto and incorporated herein. VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND REVENUE AND COST SPECIALISTS,LLC FOR A COST ALLOCATION PLAN AND USER FEE STUDY Page l of 8 2.014-389 2. COMPENSATION AND EXPENSES. 2.1 Compensation. VENDOR shall be paid for the services set forth in Attachment "1" a total fixed sum of $69,020.00. No other amounts, except those expressly provided for in this Agreement, shall be paid by CITY. 2.2 Additional Services. VENDOR shall not receive compensation for any services provided outside the scope of services specified in this Agreement unless the CITY, prior to VENDOR performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. 3.3 Method of Billing. VENDOR may submit invoices to CITY for approval at intervals no more often than monthly. Said invoice shall be based on the total of all VENDOR's products and services that have been supplied and performed to the CITY's sole satisfaction. CITY shall pay VENDOR's invoice within forty- five (45) days from the date CITY receives said invoice. Each invoice shall describe in detail the products supplied, the services performed, and the associated time for completion. Any additional products or services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices. 3.4 Records and Audits. Records of VENDOR's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to CITY upon reasonable notice. 3. TERM; TERMINATION. The term of this Agreement shall be from November 17, 2014 until June 30, 2015, inclusive. This Agreement may be terminated at any time upon thirty (30) days written notice by either PARTY. The terms of this Agreement shall remain in force unless mutually amended in writing. The duration of this Agreement may be extended with the written consent of both parties. 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 actual 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 services 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 VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND REVENUE AND COST SPECIALISTS,LLC FOR A COST ALLOCATION PLAN AND USER FEE STUDY Page 2 of 8 2014-389 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. 5. INSURANCE. 5.1 Minimum Scope and Limits of Insurance. VENDOR shall obtain and maintain during the life of this Agreement all of the following insurance coverage: (a) Comprehensive general liability, including premises-operations, products/completed operations, broad form property damage, blanket contractual liability, personal injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined singles limits, per occurrence and aggregate. (b) Automobile liability for owned vehicles, hired, and non-owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. (c) Worker's compensation insurance as required by the State of California. 5.2 Endorsements. The comprehensive general liability insurance policy shall contain or be endorsed to contain the following provisions: (a) Additional insureds: "The City of San Bernardino and its elected and appointed boards, officers, agents, and employees are additional insureds with respect to this subject project and contract with City." (b) Notice: "Said policy shall not terminate, nor shall it be cancelled, nor the coverage reduced, until thirty (30) days after written notice is given to City." (c) Other insurance: "Any other insurance maintained by the City of San Bernardino shall be excess and not contributing with the insurance provided by this policy." 5.3 Certificates of Insurance. VENDOR shall provide to CITY certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by CITY, prior to performing any services under this Agreement. 5.4 Non-limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained within this Agreement, or the extent to which VENDOR may be held responsible for payments of damages to persons or property. VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND REVENUE AND COST SPECIALISTS,LLC FOR A COST ALLOCATION PLAN AND USER FEE STUDY Page 3 of 8 2014-389 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. 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 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 prior to execution of this Agreement, 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, documents, correspondence, or other communication concerning this Agreement or the services provided hereunder may be provided by personal delivery or U.S. Mail. If personally delivered the notice shall be deemed delivered at the time of the personal delivery. If sent by U.S. Mail the notice shall be deemed delivered forty-eight (48) hours after deposit in the U.S. Mail as reflected by the official U.S. postmark. TO THE CITY: TO THE VENDOR: Allen Parker, City Manager Rick Kermer, President City Manager's Office Revenue and Cost Specialists, LLC 300 North D Street 1519 East Chapman Avenue, Suite C San Bernardino, CA 92418 Fullerton, CA 92831 Either PARTY may change the address for delivery of notices by sending notice of the change to the other PARTY in conformity with this Section. VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND REVENUE AND COST SPECIALISTS,LLC FOR A COST ALLOCATION PLAN AND USER FEE STUDY Page 4 of 8 2014-389 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/her office in enforcing this Agreement on behalf of the CITY 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 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 Superior Court of the State of California for the County of San Bernardino or the United States 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 and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. 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 SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND REVENUE AND COST SPECIALISTS,LLC FOR A COST ALLOCATION PLAN AND USER FEE STUDY Page 5 of 8 2014-389 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. 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 delay or failure of either PARTY to require performance or compliance of the other of any of its obligations under this Agreement shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by a duly authorized representative of the PARTY against whom it is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of such right or remedy with respect to any future occurrences or events and shall not be deemed a continuing waiver. 18. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and the understanding between the PARTIES, and supersedes any prior agreements and understandings relating to the subject matter of this Agreement. 19. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf' format data file, such signature shall create a valid and binding obligation of the PARTY executing (or on whose behalf such signature is execute) with the same force and effect as if such facsimile or ".pdf' signature page were an original thereof. 20. AMENDMENT. No amendment to this Agreement will be effective unless it is in writing and signed by both PARTIES. VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND REVENUE AND COST SPECIALISTS,LLC FOR A COST ALLOCATION PLAN AND USER FEE STUDY Page 6 of 8 2014--389 21. CORPORATE AUTHORITY. Each person executing this Agreement on behalf of the PARTIES hereto warrant that they are duly authorized to execute this Agreement on behalf of said PARTIES and that by doing so, the PARTIES hereto are formally bound to the provisions of this Agreement. 22. COMPLIANCE WITH LAW VENDOR agrees to abide by all federal, state, and local laws, ordinances and regulations. 23. FORCE MAJEURE. A PARTY shall not be liable for any failure or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, governmental orders or any other force majeure event. 24. RESPONSIBILITY FOR ERRORS. VENDOR shall be responsible for its work and results under this Agreement. VENDOR, when requested by CITY, shall furnish clarification and/or explanation as may be required by CITY's representative, regarding any services rendered under this Agreement at no additional cost to CITY. In the event that an error or omission attributable to VENDOR occurs, then VENDOR shall, at no cost to CITY, provide all necessary services to rectify and correct the matter to the sole satisfaction of CITY and to participate in any meeting required with regard to the correction. 25. ORDER OF PRECEDENCE. In the event of any inconsistency or conflict in this Agreement and any of the attached Exhibits or Attachments, the terms set forth in this Agreement shall prevail. 26. CONSTRUCTION. The PARTIES have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the PARTIES and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any Party by virtue of authorship of any of the provisions of this Agreement. HI VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND REVENUE AND COST SPECIALISTS,LLC FOR A COST ALLOCATION PLAN AND USER FEE STUDY Page 7 of 8 • 2014-389 VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND REVENUE AND COST SPECIALISTS, LLC FOR A COST ALLOCATION PLAN AND USER FEE STUDY IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: Z'/Z-' , 2014 VENDOR: [Name of Vendor] By: Its: '`�k-Q- 1mac. Dated 1112i 2014 CITY OF SAN BERNARDINO By: A4 en Parker, City Manager APPROVED AS TO FORM: Gary D. Saenz, City Attorney By: r� VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND REVENUE AND COST SPECIALISTS,LLC FOR A COST ALLOCATION PLAN AND USER FEE STUDY Page 8 of 8