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HomeMy WebLinkAbout2015-162 1 RESOLUTION NO. 2015-162 2 3 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AMENDMENT NUMBER 4 THREE TO THE VENDOR SERVICES AGREEMENT FOR PARK MAINTENANCE 5 SERVICES AT THE CITY'S CENTRAL AND SOUTH PARK SITES WITH RP LANDSCAPE, INC. 6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF 7 SAN BERNARDINO AS FOLLOWS: 8 SECTION 1. That the City Manager is hereby authorized and directed to execute on behalf of 9 10 the City of San Bernardino Amendment Number Three to the Vendor Services Agreement 11 Between the City of San Bernardino and RP Landscape, Inc. for Park Maintenance Services, a 12 copy of which is attached hereto as Exhibit "A" and incorporated herein as though set forth fully 13 at length. 14 SECTION 2. That the authorization to execute the above referenced Agreement is rescinded if 15 16 not executed by both parties within sixty(60) days of the passage of this Resolution. 17 18 19 /// 20 /// 21 /// 22 23 24 25 26 27 28 1 1 RESOLUTION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 EXECUTION OF AMENDMENT NUMBER 2 THREE TO THE VENDOR SERVICES AGREEMENT FOR PARK MAINTENANCE 3 SERVICES AT THE CITY'S CENTRAL AND SOUTH PARK SITES WITH RP LANDSCAPE,INC. 4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 5 6 Common Council of the City of San Bernardino at a joint regular meeting thereof, held on the 7 3rd day of August, 2015,by the following vote,to wit: 8 Council Members: AYES NAYS ABSTAIN ABSENT 9 MARQUEZ X to 11 BARRIOS X 12 VALDIVIA X 13 SHORETT x- 14 X NICKEL 15 JOHNSON x- 16 17 MULVIHILL X 7, City 18 �' Georgea Hanna, Clerk 19 -/z 20 The foregoing Resolution is hereby approved this day of August, 2015. 21 Y 22 R. Carey vis, Mayor 23 City of San Bernardino Approved as to form: 24 Gary D. Saenz, City Attorney 25 s By: 26 27 28 2 2015-162 AMENDMENT NUMBER THREE TO THE VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND RP LANDSCAPE FOR PARK MAINTENANCE SERVICES This Amendment Number Three (the "Third Amendment") is entered into this 3rd day of Aligust , 2015, 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, RP Landscape, Inc. (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, on the 4t" day of August, 2014, the CITY and VENDOR entered into that certain Agreement titled VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND RP LANDSCAPING FOR PARK MAINTENANCE SERVICES (the "Agreement") for park maintenance, restroom maintenance, and trash service at the City's central and south park sites; and, WHEREAS, on the lst day of December, 2014, the CITY and VENDOR amended that Agreement with the First Amendment titled AMENDMENT NUMBER ONE TO THE VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND RP LANDSCAPE FOR PARK MAINTENANCE SERVICES (the "First Amendment") to cover additional park maintenance, restroom maintenance, and trash service at the City's parks; and, WHEREAS, on the 23`d day of April, 2015, the CITY and VENDOR amended that Agreement with the Second Amendment titled AMENDMENT NUMBER TWO TO THE VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND RP LANDSCAPE FOR PARK MAINTENANCE k maintenance, restroom maintenance Amendment") and trash service a include Seccombe Lake Park pa t the City's parks; and, WHEREAS, CITY and VENDOR desire to further amend the Agreement and desire to amend their rights, duties, and liabilities in connection with their performance thereunder; and, 111 AMENDMENT E CITY F SAN BERNARDINO AND RP LANDSCAPE FOR PARK MAINTENANCE SERVIC S O Page 1 of 5 2015-162 NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein,the PARTIES hereby agree as follows: 1. That Section 2 Compensation and Services, subsection a, shall be amended to read as follows: "For the services delineated above, the CITY, upon presentation of an invoice, shall pay the VENDOR up to the amount of $657,513.00 for park maintenance, restroom maintenance and trash services at the City's Central and South park sites for Fiscal Year 2015/16. The total price for each subsequent option year, if exercised, may not increase more than FIVE PERCENT (5%) over the previous fiscal year's price without written authorization of the Mayor and Common Council." 2. That Section 3 Term; Termination shall be amended to read as follows: "The term of this Agreement shall be from the Effective Date to June 30, 2016. The term of this Agreement may be extended on the same provisions and conditions, except for total price, for two one-year periods following expiration of the current term upon written authorization of the City Manager. This Agreement may be terminated at any time upon thirty (30) days written notice by either party." 3. That Section 9 Notices shall be amended to read as follows: "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: Director of Parks RP Landscape 201 N "E" Street, Suite 301 1905 W. Rialto Ave. San Bernardino, CA 92401 San Bernardino, CA 92402 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." 4. Section 19 shall be added to the Agreement and shall read as follows: "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 AMENDMENT OF AN BERNARD NO AND RP LANDSCAPE FOR PARK E CITY PARK MAIN ENANCE SERVIC S Page 2 of 5 2015-162 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." 5. Section 20 shall be added to the Agreement and shall read as follows: "20. AMENDMENT. No amendment to this Agreement will be effective unless it is in writing and signed by both PARTIES." 6. Section 21 shall be added to the Agreement and shall read as follows: "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." 7. Section 22 shall be added to the Agreement and shall read as follows: "22. COMPLIANCE WITH LAW VENDOR agrees to abide by all federal, state, and local laws, ordinances and regulations." 8. Section 23 shall be added to the Agreement and shall read as follows: "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." 9. Section 24 shall be added to the Agreement and shall read as follows: "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." AMENDMENT F SAN BERNARDINO ANDORPTHE VENDOR LANDSAPE FORSERVICES PARK MAINTENANCE ET THE CITY SERVICES Page 3 of 5 2015-162 10. Section 25 shall be added to the Agreement and shall read as follows: "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." 11. Section 26 shall be added to the Agreement and shall read as follows: "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." 12. That the remaining terms, provisions, and conditions of the Agreement remain in full force and effect. [Signature Page Follows] AMENDMENT NUMBER THREE TO THE VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND RP LANDSCAPE FOR PARK MAINTENANCE SERVICES Page 4 of 5 2015-162 AMENDMENT NUMBER THREE TO THE VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND RP LANDSCAPE FOR PARK MAINTENANCE SERVICES IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: , 2015 VENDOR: RP Landscape By: Its: Dated 12015 CITY OF SAN BERNARDINO By: Allen Parker, City Manager APPROVED AS TO FORM: Gary D. Saenz, City Attorney By: C4-4—: AMENDMENT NUMBER E CITY OF SAN BERNARDINO AND P LANDSCAPE FOR PARK MAINTENANCE SERVICES Page 5 of 5 2015-162 AMENDMENT NUMBER THREE TO THE VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND RP LANDSCAPE FOR PARK MAINTENANCE SERVICES This Amendment Number Three (the "Third Amendment") is entered into this 3rd day of August , 2015, 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, RP Landscape, Inc. (the "VENDOR") (individually CITY or VENDOR may be referred to as a "PARTY" and collectively CITY and VENDOR may be referred to as the "PARITIES"). WITNESSETH : WHEREAS, on the 4th day of August, 2014, the CITY and VENDOR entered into that certain Agreement titled VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND RP LANDSCAPING FOR PARK MAINTENANCE SERVICES (the "Agreement") for park maintenance, restroom maintenance, and trash service at the City's central and south park sites; and, WHEREAS, on the 1st day of December, 2014, the CITY and VENDOR amended that Agreement with the First Amendment titled AMENDMENT NUMBER ONE TO THE VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND RP LANDSCAPE FOR PARK MAINTENANCE SERVICES (the "First Amendment") to cover additional park maintenance, restroom maintenance, and trash service at the City's parks; and, WHEREAS, on the 23`d day of April, 2015, the CITY and VENDOR amended that Agreement with the Second Amendment titled AMENDMENT NUMBER TWO TO THE VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND RP LANDSCAPE FOR PARK MAINTENANCE SERVICES (the "Second Amendment") to include Seccombe Lake Park park maintenance, restroom maintenance, and trash service at the City's parks; and, WHEREAS, CITY and VENDOR desire to further amend the Agreement and desire to amend their rights, duties, and liabilities in connection with their performance thereunder; and, AMENDMENT NUMBER THREE TO THE VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND RP LANDSCAPE FOR PARK MAINTENANCE SERVICES Page 1 of 5 2015-162 NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the PARTIES hereby agree as follows: 1. That Section 2 Compensation and Services, subsection a, shall be amended to read as follows: "For the services delineated above, the CITY, upon presentation of an invoice, shall pay the VENDOR up to the amount of $657,513.00 for park maintenance, restroom maintenance and trash services at the City's Central and South park sites for Fiscal Year 2015/16. The total price for each subsequent option year, if exercised, may not increase more than FIVE PERCENT (5%) over the previous fiscal year's price without written authorization of the Mayor and Common Council." 2. That Section 3 Term; Termination shall be amended to read as follows: "The term of this Agreement shall be from the Effective Date to June 30, 2016. The term of this Agreement may be extended on the same provisions and conditions, except for total price, for two one-year periods following expiration of the current term upon written authorization of the City Manager. This Agreement may be terminated at any time upon thirty (30) days written notice by either party." 3. That Section 9 Notices shall be amended to read as follows: "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: Director of Parks RP Landscape 201 N "E" Street, Suite 301 1905 W. Rialto Ave. San Bernardino, CA 92401 San Bernardino, CA 92402 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." 4. Section 19 shall be added to the Agreement and shall read as follows: "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 AMENDMENT NUMBER THREE TO THE VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND RP LANDSCAPE FOR PARK MAINTENANCE SERVICES Page 2 of 5 2015-162 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." 5. Section 20 shall be added to the Agreement and shall read as follows: "20. AMENDMENT. No amendment to this Agreement will be effective unless it is in writing and signed by both PARTIES." 6. Section 21 shall be added to the Agreement and shall read as follows: "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." 7. Section 22 shall be added to the Agreement and shall read as follows: "22. COMPLIANCE WITH LAW VENDOR agrees to abide by all federal, state, and local laws, ordinances and regulations." 8. Section 23 shall be added to the Agreement and shall read as follows: "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." 9. Section 24 shall be added to the Agreement and shall read as follows: "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." AMENDMENT NUMBER THREE TO THE VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND RP LANDSCAPE FOR PARK MAINTENANCE SERVICES Page 3 of 5 2015-162 10. Section 25 shall be added to the Agreement and shall read as follows: "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." 11. Section 26 shall be added to the Agreement and shall read as follows: "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." 12. That the remaining terms, provisions, and conditions of the Agreement remain in full force and effect. [Signature Page Follows] AMENDMENT NUMBER THREE TO THE VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND RP LANDSCAPE FOR PARK MAINTENANCE SERVICES Page 4 of 5 } 2015-162 AMENDMENT NUMBER THREE TO THE VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND RP LANDSCAPE FOR PARK MAINTENANCE SERVICES IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: , 2015 VENDOR: RP Landscape By: !—'� Its: y py f Dated U �� .' 2015 CITY OF SAN BERNARDINO J By: All arker, City Manager APPROVED AS TO FORM: Gary D. Saenz, City Attorney By: AMENDMENT NUMBER THREE TO THE VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND RP LANDSCAPE FOR PARK MAINTENANCE SERVICES Page 5 of 5