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HomeMy WebLinkAbout2016-118 I RESOLUTION NO. 2016-118 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY O 3 SAN BERNARDINO AUTHORIZING THE EXECUTION OF AGREEMENTS AN PURCHASE ORDERS FOR THE PROVISION OF MULTIFUNCTION COPIE 4 EQUIPMENT, SUPPLIES AND MAINTENANCE WITH THE FOLLOWIN 5 VENDORS: ADVANCED COPY SYSTEMS; ADVANCED IMAGING SOLUTIONS; BURTRONICS BUSINESS SYSTEMS; CANON SOLUTIONS AMERICA; CELL 6 BUSINESS EQUIPMENT; DAISY IT; KONICA MINOLTA; TOSHIBA BUSINES SOLUTIONS AND XEROX CORPORATION. 7 s WHEREAS, CITY has need for Multi-Function Copiers (MFC), Supplies, Maintenance 9 and service, and, 10 WHEREAS, the CITY'S Purchasing Code allows purchases from a vendor or 11 manufacturer which, through the City's bidding procedure, or other California government or 12 governmental agency's bidding procedure has established a price at which such a vendor or 13 manufacturer is willing to sell to the City. 14 15 NOW THERFORE, BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 16 17 SECTION 1. Advanced Copy Systems; Advanced Imaging Solutions; Burtronic is Business Systems; Canon Solutions America; Cell Business Equipment; Daisy It; Konica 19 Minolta; Toshiba Business Solutions and Xerox Corporation were the most responsive bidder 20 for the copier replacement program bid, awarded by the County of San Bernardino (RFP 21 Agencyl5-PUR-1356) on March 11, 2015. Copy of said RFP, and bid analysis are attached to 22 this resolution and incorporated herein as Exhibit"A". 23 SECTION 2. Under the terms of this purchase, the City Manager is hereby authorized to 24 execute Master Rental Agreements, attached and incorporated herein as Exhibit"B-1" Advance 25 Copy Systems, Exhibit "B-2" Advanced Imaging Solutions, Exhibit "B-3" Burtronics Business 26 Systems, Exhibit "134" Canon Solutions America, Exhibit "B-5" Cell Business Equipment 27 Exhibit `B-6" Daisy IT, Exhibit "B-7" Konica Minolta, Exhibit "B-8" Toshiba Business 2s Solutions, Exhibit "B" 9" Xerox Corporation, and the Finance Department is h-,-reby authorized 1 1 and directed to issue annual Purchase Orders for three (3) years for FY 2015-16 through F 2 2017-18, with an option of two one-year extensions (FY 2018-19 and FY 2019-20) to the nine 3 (9) above mentioned vendors. 4 SECTION 3. This contract and any amendment or modification thereto shall not take 5 effect or become operative until fully signed and executed by the parties and no party shall be 6 obligated hereunder until the time of such execution. No oral agreements, amendments 7 8 modifications or waivers are intended or authorized and shall not be implied from any othe 9 course of conduct of any party. 10 SECTION 4. The authorization to execute the above-referenced Agreements an 11 Purchase Orders are rescinded if not issued within ninety (90) days of the passage of this 12 resolution. 13 14 15 16 17 18 19 20 21 22 23 24 25 /// 26 27 28 2 I RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY O 2 SAN BERNARDINO AUTHORIZING THE EXECUTION OF AGREEMENTS AN PURCHASE ORDERS FOR THE PROVISION OF MULTIFUNCTION COPIE 3 EQUIPMENT, SUPPLIES AND MAINTENANCE WITH THE FOLLOWIN VENDORS: ADVANCED COPY SYSTEMS; ADVANCED IMAGING SOLUTIONS; 4 BURTRONICS BUSINESS SYSTEMS; CANON SOLUTIONS AMERICA; CELL 5 BUSINESS EQUIPMENT; DAISY IT; KONICA MINOLTA; TOSHIBA BUSINES SOLUTIONS AND XEROX CORPORATION. 6 7 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor an Common Council of the City of San Bernardino at a joint regular meeting thereof, held on the 8 201h day of June, 2016, by the following vote, to wit: 9 Io Council Members: AYES NAYS ABSTAIN ABSENT 11 MARQUEZ x BARRIOS x 12 VALDIVIA x 13 SHORETT x 14 NICKEL x 15 RICHARD x 16 MULVIHILL x 17 18 George Hanna,VC, City Clerk 19 ) 4,1.4 20 The foregoing resolution is hereby approved this day of June, 2016. 1 21 �r 22 R. Carey Da s, Mayor 23 City of San Bernardino Approved as to form: 24 Gary D. Saenz, City Attorney 25 ^ \ 26 27 28 3 B-1 2016-118 VENDOR SERVICE AGREEMENT BETWEEN COPY SYSTEMS OF SAN BERNARDINO 1 AND ADVANCED 2 3 This Vendor Service Agreement is made and entered into this 20th day of T,,, , 4 2016 ('Effective Date") by and between the CITY OF SAN BERNARDINO, a charter city 5 ("CITY") and Advanced Copy Systems ("VENDOR"). 6 WITNESSETH: 7 WHEREAS,the Mayor and Common Council has determined that it is advantageous and 8 in the best interest of the CITY to acquire copier and related items and services pursuant to Section 9 3.04.010 B.2. of the Municipal Code which authorizes the CITY to utilize the bids for supplies, 10 materials and equipment where another governmental agency has established a price at which a 11 vendor is willing to sell to the CITY; and 12 WHEREAS,the County of San Bernardino did solicit and accept proposals and bids from 13 a number of vendors of such copier and related items and services; and 14 WHEREAS, it is in the best interests of the CITY to utilize the vendors approved and 15 authorized by the County of San Bernardino to provide such copier and related items and services. 16 NOW,THEREFORE,THE PARTIES AGREE AS FOLLOWS: 17 1, SCOPE OF SERVICES. 18 For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR 19 to provide those products and services as set forth in Exhibit "A" to this Resolution, entitled 20 "Request for Proposal, County of San Bernardino," dated January 16, 2015. 21 2. COMPENSATION AND EXPENSES. 22 a. For the services delineated above,the CITY,upon presentation of an invoice, shall 23 pay VENDOR the amount reflected in attached Exhibit "A." No other expenditures made by 24 VENDOR shall be reimbursed by CITY, 25 3. TERM; SEVERABILITY. 26 The term of this Agreement, is for a period of three years(s), commencing July 1, 2016 27 1 28 2016-118 1 through June 30, 2018 (with the option of two one-year extensions) on a month to month basis. 2 This Agreement may be terminated at any time by thirty (30) days written notice by either 3 party. The terms of this Agreement shall remain in force unless mutually amended. The 4 duration of this Agreement may be extended with the written consent of both parties. 5 4. INDEMNITY. 6 CITY agrees to indemnify and hold harmless VENDOR, its officers,agents and volunteers 7 from any and all claims, actions, or losses, damages and/or liability resulting from CITY's 8 negligent acts or omissions arising from the CITY's performance of its obligations under the 9 Agreement. 10 VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and 11 volunteers from any and all claims, actions, or losses, damages and/or liability resulting from 12 VENDOR's negligent acts or omissions arising from the VENDOR's performance of its 13 obligations under the Agreement. 14 In the event the CITY and/or the VENDOR is found to be comparatively at fault for any 15 claim, action,loss,or damage which results from their respective obligations under the Agreement 16 the CITY and/or VENDOR shall indemnify the other to the extent of its comparative fault. 17 5. INSURANCE 18 While not restricting or limiting the forgoing, during the term of this Agreement, 19 VENDOR shall maintain in effect policies of comprehensive public, general and automobile 20 liability insurance, in the amount of$1,000,000.00 combined single limit, and statutory worker's 21 compensation coverage and shall file copies of said policies with the CITY's Risk Manager prior 22 to undertaking any work under this Agreement. CITY shall be set forth as an additional named 23 insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to 24 the CITY shall require the insurer to notify CITY of any change or termination in the policy. 25 6. NON-DISCRIMINATION. 26 In the performance of this Agreement and in the hiring and recruitment of employees, 27 2 28 2016-118 1 VENDOR shall not discriminate on the basis of race,creed,color,religion,sex,physical handicap, 2 ethnic background or country of origin. 3 7. INDEPENDENT CONTRACTOR. 4 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 5 purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. 6 VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, 7 payroll deductions for VENDOR and its officers, agents,and employees,and all business licenses, 8 if any are required, in connection with the services to be performed hereunder. 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIRMENTS 9 VENDOR warrants that it possesses or shall obtain, and maintain a business registration 10 certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, 11 qualifications, insurance and approval of whatever nature that is legally required of VENDOR to 12 13 practice its business or profession. 9. NOTICES 14 Any notice to be given pursuant to this Agreement shall be deposited with the United States 15 Postal Service, postage prepaid and addressed as follows: 16 17 TO THE CITY: City Finance Department 300 North"D" Street 18 San Bernardino CA 92418 Telephone: (909) 384-5242 19 20 TO THE VENDOR: Advanced Copy Systems 571 E. Redlands Blvd 21 San Bernardino CA 92408 22 23 10. ATTORNEY'S FEES. 24 In the event that litigation is brought by any party in connection with this Agreement, the 25 prevailing party shall be entitled to recover from the opposing party all costs and expenses, 26 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its 27 3 28 2016-118 1 rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions 2 hereof. The costs, salary and expenses of the City Attorney and members of his office in 3 enforcing this Agreement on behalf of the CITY shall be considered "attorney's fees" for the 4 purposes of this paragraph. 5 11. ASSIGNMENT. 6 VENDOR shall not voluntarily or by operation of law assign,transfer, sublet or encumber 7 all or any part of the VENDOR's interest in this Agreement without CITY'S prior written consent. 8 Any attempted assignment,transfer, subletting or encumbrance shall be void and shall constitute a 9 breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's 10 consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform 11 all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12 12. VENUE. 13 The parties hereto agree that all actions or proceedings arising in connection with this 14 Agreement shall be tried and litigated either in the State courts located in the County of San 15 Bernardino, State of California or the U.S. District Court for the Central District of California, 16 Riverside Division. The Aforementioned choice of venue is intended by the parties to be the 17 mandatory and not permissive in nature. 18 13. GOVERNING LAW 19 This Agreement shall be governed by the laws of the State of California. 20 14. SUCCESSORS AND ASSIGNS. 21 This Agreement shall be binding on and inure to the benefit of the parties to this Agreement 22 and their respective heirs, representatives, successors, and assigns. 23 15. HEADINGS. 24 The subject headings of the sections of this Agreement are included for the purposes of 25 convenience only and shall not affect the construction or the interpretation of any of its provisions. 26 27 4 28 2016-118 1 16. ENTIRE AGREEMENT; MODIFICATION. 2 This Agreement constitutes the entire agreement and the understanding between the 3 parties, and supersedes any prior agreements and understandings relating to the subject manner of 4 this Agreement. This Agreement may be modified or amended only by a written instrument 5 executed by all parties to this Agreement. 6 /// 7 /// 8 /// 9 10 12 13 14 15 16 17 18 19 20 21 /// 22 /// 23 /// 24 /// 25 26 27 5 28 B-1 2016-118 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO 1 AND ADVANCED COPY SYSTEMS 2 3 IN WITNESS THEREOF,the parties hereto have executed this Agreement on the day and 4 date set forth below. 5 6 Date: 52016 ADVANCED COPY SYSTEMS 7 By: 8 9 10 Date: , 2016 CITY OF SAN BERNARDINO 11 12 By: Mark Scott, City Manager 13 14 15 ATTEST: 16 17 Georgeann"Gigi" Hanna, City Clerk 18 19 20 APPROVED AS TO FORM: Gary D. Saenz, City Attorney 21 By: 22 23 24 25 26 27 6 28 B-1 2016-118 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO 1 AND ADVANCED COPY SYSTEMS 2 3 This Vendor Service Agreement is made and entered into this 20th day of T„na 4 2016 ("Effective Date") by and between the CITY OF SAN BERNARDINO, a charter city 5 ("CITY") and Advanced Copy Systems ("VENDOR"). 6 WITNESSETH: 7 WHEREAS,the Mayor and Common Council has determined that it is advantageous and 8 in the best interest of the CITY to acquire copier and related items and services pursuant to Section 9 3.04.010 B.2. of the Municipal Code which authorizes the CITY to utilize the bids for supplies, 10 materials and equipment where another governmental agency has established a price at which a 11 vendor is willing to sell to the CITY; and 12 WHEREAS,the County of San Bernardino did solicit and accept proposals and bids from 13 a number of vendors of such copier and related items and services; and 14 WHEREAS, it is in the best interests of the CITY to utilize the vendors approved and 15 authorized by the County of San Bernardino to provide such copier and related items and services. 16 NOW,THEREFORE, THE PARTIES AGREE AS FOLLOWS: 17 1. SCOPE OF SERVICES. 18 For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR 19 to provide those products and services as set forth in Exhibit "A" to this Resolution, entitled 20 "Request for Proposal, County of San Bernardino," dated January 16, 2015. 21 2. COMPENSATION AND EXPENSES. 22 a. For the services delineated above,the CITY, upon presentation of an invoice, shall 23 pay VENDOR the amount reflected in attached Exhibit "A." No other expenditures made by 24 VENDOR shall be reimbursed by CITY, 25 3. TERM; SEVERABILITY. 26 The term of this Agreement, is for a period of three years(s), commencing July 1, 2016 27 28 2016-118 1 through June 30, 2018 (with the option of two one-year extensions) on a month to month basis. 2 This Agreement may be terminated at any time by thirty (30) days written notice by either 3 party. The terms of this Agreement shall remain in force unless mutually amended. The 4 duration of this Agreement may be extended with the written consent of both parties. 5 4. INDEMNITY. 6 CITY agrees to indemnify and hold harmless VENDOR,its officers, agents and volunteers 7 from any and all claims, actions, or losses, damages and/or liability resulting from CITY's 8 negligent acts or omissions arising from the CITY's performance of its obligations under the 9 Agreement. 10 VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and 11 volunteers from any and all claims, actions, or losses, damages and/or liability resulting from 12 VENDOR's negligent acts or omissions arising from the VENDOR's performance of its 13 obligations under the Agreement. 14 In the event the CITY and/or the VENDOR is found to be comparatively at fault for any 15 claim, action,loss,or damage which results from their respective obligations under the Agreement 16 the CITY and/or VENDOR shall indemnify the other to the extent of its comparative fault. 17 5. INSURANCE 18 While not restricting or limiting the forgoing, during the term of this Agreement, 19 VENDOR shall maintain in effect policies of comprehensive public, general and automobile 20 liability insurance, in the amount of$1,000,000.00 combined single limit, and statutory worker's 21 compensation coverage and shall file copies of said policies with the CITY's Risk Manager prior 22 to undertaking any work under this Agreement. CITY shall be set forth as an additional named 23 insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to 24 the CITY shall require the insurer to notify CITY of any change or termination in the policy. 25 6. NON-DISCRIMINATION. 26 In the performance of this Agreement and in the hiring and recruitment of employees, 27 z 28 2016-118 1 VENDOR shall not discriminate on the basis of race,creed,color,religion, sex,physical handicap, 2 ethnic background or country of origin. 3 7. INDEPENDENT CONTRACTOR. 4 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 5 purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. 6 VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, 7 payroll deductions for VENDOR and its officers, agents,and employees,and all business licenses, 8 if any are required, in connection with the services to be performed hereunder. 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIRMENTS 9 VENDOR warrants that it possesses or shall obtain, and maintain a business registration 10 certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, 11 qualifications, insurance and approval of whatever nature that is legally required of VENDOR to 12 practice its business or profession. 13 9. NOTICES 14 Any notice to be given pursuant to this Agreement shall be deposited with the United States 15 Postal Service, postage prepaid and addressed as follows: 16 17 TO THE CITY: City Finance Department 300 North"D" Street 18 San Bernardino CA 92418 Telephone: (909) 384-5242 19 20 TO THE VENDOR: Advanced Copy Systems 571 E. Redlands Blvd 21 San Bernardino CA 92408 22 23 10. ATTORNEY'S FEES. 24 In the event that litigation is brought by any party in connection with this Agreement, the 25 prevailing party shall be entitled to recover from the opposing party all costs and expenses, 26 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its 27 3 28 2016-118 1 rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions 2 hereof. The costs, salary and expenses of the City Attorney and members of his office in 3 enforcing this Agreement on behalf of the CITY shall be considered "attorney's fees" for the 4 purposes of this paragraph. 5 11. ASSIGNMENT. 6 VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber 7 all or any part of the VENDOR's interest in this Agreement without CITY'S prior written consent. 8 Any attempted assignment,transfer, subletting or encumbrance shall be void and shall constitute a 9 breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's 10 consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform I 1 all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12 12. VENUE. 13 The parties hereto agree that all actions or proceedings arising in connection with this 14 Agreement shall be tried and litigated either in the State courts located in the County of San 15 Bernardino, State of California or the U.S. District Court for the Central District of California, 16 Riverside Division. The Aforementioned choice of venue is intended by the parties to be the 17 mandatory and not permissive in nature. 18 13. GOVERNING LAW 19 This Agreement shall be governed by the laws of the State of California. 20 14. SUCCESSORS AND ASSIGNS. 21 This Agreement shall be binding on and inure to the benefit of the parties to this Agreement 22 and their respective heirs, representatives, successors, and assigns. 23 15. HEADINGS. 24 The subject headings of the sections of this Agreement are included for the purposes of 25 convenience only and shall not affect the construction or the interpretation of any of its provisions. 26 27 4 28 2016-118 1 16. ENTIRE AGREEMENT; MODIFICATION. 2 This Agreement constitutes the entire agreement and the understanding between the 3 parties, and supersedes any prior agreements and understandings relating to the subject manner of 4 this Agreement. This Agreement may be modified or amended only by a written instrument 5 executed by all parties to this Agreement. 6 7 8 9 10 12 13 14 15 /// 16 17 18 19 20 21 22 23 24 25 26 27 5 28 2016-118 B-1 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO 1 AND ADVANCED COPY SYSTEMS 2 3 IN WITNESS THEREOF,the parties hereto have executed this Agreement on the day and 4 date set forth below. 5 6 Date: `''A. r 2016 ADVANCED COPY SYSTEMS 7 By:_� 8 AJ 9 10 Date: 2016 CITY OF SAN BERNARDINO ��cn-�.- � , 11 �j, / ',/� ,,c,� 12 By: 1 � C i4X Mark Scott, City Manager 13 14 15 ATTEST: 16 I7 Geo earn' igi" Hann , City Clerk 18 19 20 APPROVED AS TO FORM: Gary D. Saenz, City Attorney 21 22 By: 23 24 25 26 27 6 28 2016-118 B-2 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO 1 AND ADVANCED IMAGING SOLUTIONS 2 3 This Vendor Service Agreement is made and entered into this 20th day of June , 4 2016 ("Effective Date") by and between the CITY OF SAN BERNARDINO, a charter city 5 ("CITY") and Advanced Imaging Solutions ("VENDOR"). 6 WITNESSETH: 7 WHEREAS,the Mayor and Common Council has determined that it is advantageous and 8 in the best interest of the CITY to acquire copier and related items and services pursuant to Section 9 3.04.010 B.2. of the Municipal Code which authorizes the CITY to utilize the bids for supplies, 10 materials and equipment where another governmental agency has established a price at which a 11 vendor is willing to sell to the CITY; and 12 WHEREAS,the County of San Bernardino did solicit and accept proposals and bids from 13 a number of vendors of such copier and related items and services; and 14 WHEREAS, it is in the best interests of the CITY to utilize the vendors approved and 15 authorized by the County of San Bernardino to provide such copier and related items and services. 16 NOW,THEREFORE, THE PARTIES AGREE AS FOLLOWS: 17 1. SCOPE OF SERVICES. 18 For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR 19 to provide those products and services as set forth in Exhibit "A" to this Resolution, entitled 20 "Request for Proposal, County of San Bernardino," dated January 16, 2015. 21 2. COMPENSATION AND EXPENSES. 22 a. For the services delineated above,the CITY, upon presentation of an invoice, shall 23 pay VENDOR the amount reflected in attached Exhibit"A." 24 b. No other expenditures made by VENDOR shall be reimbursed by CITY, 25 3. TERM; SEVERABILITY. 26 The term of this Agreement, is for a period of three years(s), commencing July 1, 2016 27 28 2016-118 1 through June 30, 2018 (with the option of two one-year extensions) on a month to month basis. 2 This Agreement may be terminated at any time by thirty (30) days written notice by either 3 party. The terms of this Agreement shall remain in force unless mutually amended. The 4 duration of this Agreement may be extended with the written consent of both parties. 5 4. INDEMNITY. 6 CITY agrees to indemnify and hold harmless VENDOR, its officers,agents and volunteers 7 from any and all claims, actions, or losses, damages and/or liability resulting from CITY's 8 negligent acts or omissions arising from the CITY's performance of its obligations under the 9 Agreement. 10 VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and 11 volunteers from any and all claims, actions, or losses, damages and/or liability resulting from 12 VENDOR's negligent acts or omissions arising from the VENDOR's performance of its 13 obligations under the Agreement. 14 In the event the CITY and/or the VENDOR is found to be comparatively at fault for any 15 claim,action, loss, or damage which results from their respective obligations under the Agreement 16 the CITY and/or VENDOR shall indemnify the other to the extent of its comparative fault. 17 5. INSURANCE 18 While not restricting or limiting the forgoing, during the term of this Agreement, 19 VENDOR shall maintain in effect policies of comprehensive public, general and automobile 20 liability insurance, in the amount of$1,000,000.00 combined single limit, and statutory worker's 21 compensation coverage and shall file copies of said policies with the CITY's Risk Manager prior 22 to undertaking any work under this Agreement. CITY shall be set forth as an additional named 23 insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to 24 the CITY shall require the insurer to notify CITY of any change or termination in the policy. 25 6. NON-DISCRIMINATION. 26 In the performance of this Agreement and in the hiring and recruitment of employees, 27 2 28 2016-118 1 VENDOR shall not discriminate on the basis of race,creed,color,religion, sex,physical handicap, 2 ethnic background or country of origin. 3 7. INDEPENDENT CONTRACTOR. 4 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 5 purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. 6 VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, 7 payroll deductions for VENDOR and its officers, agents,and employees,and all business licenses, 8 if any are required, in connection with the services to be performed hereunder. 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIRMENTS 9 VENDOR warrants that it possesses or shall obtain, and maintain a business registration 10 certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, 11 qualifications, insurance and approval of whatever nature that is legally required of VENDOR to 12 13 practice its business or profession. 9. NOTICES 14 Any notice to be given pursuant to this Agreement shall be deposited with the United States 15 Postal Service, postage prepaid and addressed as follows: 16 17 TO THE CITY: City Finance Department 300 North"D" Street 18 San Bernardino CA 92418 Telephone: (909) 384-5242 19 20 TO THE VENDOR: Advanced Imaging Solutions 2020 Iowa Avenue Suite 100 21 Riverside CA 92507 22 23 10. ATTORNEY'S FEES. 24 In the event that litigation is brought by any party in connection with this Agreement, the 25 prevailing party shall be entitled to recover from the opposing party all costs and expenses, 26 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its 27 3 28 2016-118 1 rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions 2 hereof. The costs, salary and expenses of the City Attorney and members of his office in 3 enforcing this Agreement on behalf of the CITY shall be considered "attorney's fees" for the 4 purposes of this paragraph. 5 11. ASSIGNMENT. 6 VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber 7 all or any part of the VENDOR's interest in this Agreement without CITY'S prior written consent. 8 Any attempted assignment,transfer, subletting or encumbrance shall be void and shall constitute a 9 breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's 10 consent,no subletting or assignment shall release VENDOR of VENDOR's obligation to perform 11 all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12 12. VENUE. 13 The parties hereto agree that all actions or proceedings arising in connection with this 14 Agreement shall be tried and litigated either in the State courts located in the County of San 15 Bernardino, State of California or the U.S. District Court for the Central District of California, 16 Riverside Division. The Aforementioned choice of venue is intended by the parties to be the 17 mandatory and not permissive in nature. 18 13. GOVERNING LAW 19 This Agreement shall be governed by the laws of the State of California. 20 14. SUCCESSORS AND ASSIGNS. 21 This Agreement shall be binding on and inure to the benefit of the parties to this Agreement 22 and their respective heirs, representatives, successors, and assigns. 23 15. HEADINGS. 24 The subject headings of the sections of this Agreement are included for the purposes of 25 convenience only and shall not affect the construction or the interpretation of any of its provisions. 26 27 4 28 2016-118 1 16. ENTIRE AGREEMENT; MODIFICATION. 2 This Agreement constitutes the entire agreement and the understanding between the 3 parties, and supersedes any prior agreements and understandings relating to the subject manner of 4 this Agreement. This Agreement may be modified or amended only by a written instrument 5 executed by all parties to this Agreement. 6 7 8 9 10 12 13 14 15 16 17 18 /// 19 20 21 22 23 24 25 26 27 s 28 2016-118 B_2 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO 1 AND ADVANCED IMAGING SOLUTIONS 2 3 IN WITNESS THEREOF,the parties hereto have executed this Agreement on the day and 4 date set forth below. 5 6 Date: 12016 ADVANCED IMAGING SOLUTIONS 7 8 By: 9 10 11 Date: , 2016 CITY OF SAN BERNARDINO 12 By: Mark Scott, City Manager 13 14 15 ATTEST: 16 17 Georgeann"Gigi" Hanna, City Clerk 18 19 20 APPROVED AS TO FORM: Gary D. Saenz, City Attorney 21 22 B 23 24 25 26 27 6 28 2016-118 B-2 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO 1 AND ADVANCED IMAGING SOLUTIONS 2 3 This Vendor Service Agreement is made and entered into this 20th day of June , 4 2016 ("Effective Date") by and between the CITY OF SAN BERNARDINO, a charter city 5 ("CITY") and Advanced Imaging Solutions ("VENDOR"). 6 WITNESSETH: 7 WHEREAS,the Mayor and Common Council has determined that it is advantageous and 8 in the best interest of the CITY to acquire copier and related items and services pursuant to Section 9 3.04.010 B.2. of the Municipal Code which authorizes the CITY to utilize the bids for supplies, 10 materials and equipment where another governmental agency has established a price at which a 11 vendor is willing to sell to the CITY; and 12 WHEREAS,the County of San Bernardino did solicit and accept proposals and bids from 13 a number of vendors of such copier and related items and services; and 14 WHEREAS, it is in the best interests of the CITY to utilize the vendors approved and 15 authorized by the County of San Bernardino to provide such copier and related items and services. 16 NOW, THEREFORE,THE PARTIES AGREE AS FOLLOWS: 17 1. SCOPE OF SERVICES. 18 For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR 19 to provide those products and services as set forth in Exhibit "A" to this Resolution, entitled 20 "Request for Proposal, County of San Bernardino," dated January 16, 2015. 21 2. COMPENSATION AND EXPENSES. 22 a. For the services delineated above,the CITY, upon presentation of an invoice, shall 23 pay VENDOR the amount reflected in attached Exhibit"A." 24 b. No other expenditures made by VENDOR shall be reimbursed by CITY, 25 3, TERM; SEVERABILITY. 26 The term of this Agreement, is for a period of three years(s), commencing July 1, 2016 27 1 28 2016-118 1 through June 30, 2018 (with the option of two one-year extensions) on a month to month basis. 2 This Agreement may be terminated at any time by thirty(30) days written notice by either 3 party. The terms of this Agreement shall remain in force unless mutually amended. The 4 duration of this Agreement may be extended with the written consent of both parties. 5 4. INDEMNITY. 6 CITY agrees to indemnify and hold harmless VENDOR,its officers, agents and volunteers 7 from any and all claims, actions, or losses, damages and/or liability resulting from CITY's 8 negligent acts or omissions arising from the CITY's performance of its obligations under the 9 Agreement. 10 VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and 11 volunteers from any and all claims, actions, or losses, damages and/or liability resulting from 12 VENDOR's negligent acts or omissions arising from the VENDOR's performance of its 13 obligations under the Agreement. 14 In the event the CITY and/or the VENDOR is found to be comparatively at fault for any 15 claim, action, loss,or damage which results from their respective obligations under the Agreement 16 the CITY and/or VENDOR shall indemnify the other to the extent of its comparative fault. 17 5. INSURANCE 18 While not restricting or limiting the forgoing, during the term of this Agreement, 19 VENDOR shall maintain in effect policies of comprehensive public, general and automobile 20 liability insurance, in the amount of$1,000,000.00 combined single limit, and statutory worker's 21 compensation coverage and shall file copies of said policies with the CITY's Risk Manager prior 22 to undertaking any work under this Agreement. CITY shall be set forth as an additional named 23 insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to 24 the CITY shall require the insurer to notify CITY of any change or termination in the policy. 25 6. NON-DISCRIMINATION. 26 In the performance of this Agreement and in the hiring and recruitment of employees, 27 2 28 2016-118 1 VENDOR shall not discriminate on the basis of race,creed,color,religion,sex,physical handicap, 2 ethnic background or country of origin. 3 7. INDEPENDENT CONTRACTOR. 4 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 5 purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. 6 VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, 7 payroll deductions for VENDOR and its officers, agents,and employees,and all business licenses, 8 if any are required, in connection with the services to be performed hereunder. 9 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIRMENTS VENDOR warrants that it possesses or shall obtain, and maintain a business registration 10 certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, 11 qualifications, insurance and approval of whatever nature that is legally required of VENDOR to 12 13 practice its business or profession. 9. NOTICES 14 Any notice to be given pursuant to this Agreement shall be deposited with the United States 15 Postal Service, postage prepaid and addressed as follows: 16 17 TO THE CITY: City Finance Department 300 North"D" Street 18 San Bernardino CA 92418 Telephone: (909) 384-5242 19 20 TO THE VENDOR: Advanced Imaging Solutions 2020 Iowa Avenue Suite 100 21 Riverside CA 92507 22 23 10. ATTORNEY'S FEES. 24 In the event that litigation is brought by any party in connection with this Agreement, the 25 prevailing party shall be entitled to recover from the opposing party all costs and expenses, 26 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its 27 3 28 2016-118 1 rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions 2 hereof. The costs, salary and expenses of the City Attorney and members of his office in 3 enforcing this Agreement on behalf of the CITY shall be considered "attorney's fees" for the 4 purposes of this paragraph. 5 11. ASSIGNMENT. 6 VENDOR shall not voluntarily or by operation of law assign,transfer, sublet or encumber 7 all or any part of the VENDOR's interest in this Agreement without CITY'S prior written consent. 8 Any attempted assignment,transfer, subletting or encumbrance shall be void and shall constitute a 9 breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's 10 consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform 11 all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12 12. VENUE. 13 The parties hereto agree that all actions or proceedings arising in connection with this 14 Agreement shall be tried and litigated either in the State courts located in the County of San 15 Bernardino, State of California or the U.S. District Court for the Central District of California, 16 Riverside Division. The Aforementioned choice of venue is intended by the parties to be the 17 mandatory and not permissive in nature. 18 13. GOVERNING LAW 19 This Agreement shall be governed by the laws of the State of California. 20 14. SUCCESSORS AND ASSIGNS. 21 This Agreement shall be binding on and inure to the benefit of the parties to this Agreement 22 and their respective heirs, representatives, successors, and assigns. 23 15. HEADINGS. 24 The subject headings of the sections of this Agreement are included for the purposes of 25 convenience only and shall not affect the construction or the interpretation of any of its provisions. 26 27 4 28 2016-118 1 16. ENTIRE AGREEMENT; MODIFICATION. 2 This Agreement constitutes the entire agreement and the understanding between the 3 parties, and supersedes any prior agreements and understandings relating to the subject manner of 4 this Agreement. This Agreement may be modified or amended only by a written instrument 5 executed by all parties to this Agreement. 6 7 8 /// 9 10 12 13 14 15 /// 16 17 18 19 20 21 22 23 24 25 26 27 s 28 2016-118 B_2 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO 1 AND ADVANCED IMAGING SOLUTIONS 2 3 IN WITNESS THEREOF,the parties hereto have executed this Agreement on the day and 4 date set forth below. 5 6 Date: /2 92016 ADVANCED IMAGING SOLUTIONS 7 / 8 By: V 9 10 11 Date: J u Z-0 , 2016 CITY OF SAN BERNARDINO 12 By:/'/&� we, i 13 Mark Scott, City Manager 14 15 ATTEST: 16 I Georgea Gigi" Hhnrki, City Clerk 18 19 20 APPROVED AS TO FORM: Gary D. Saenz, City Attorney 21 22 B ' 23 24 25 26 27 6 28 2016-118 B-3 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO 1 AND BURTRONICS BUSINESS SYSTEMS 2 3 This Vendor Service Agreement is made and entered into this 20th day of June , 4 2016 ("Effective Date") by and between the CITY OF SAN BERNARDINO, a charter city 5 ("CITY") and Burtronics Business Systems ("VENDOR"). 6 WITNESSETH: 7 WHEREAS,the Mayor and Common Council has determined that it is advantageous and 8 in the best interest of the CITY to acquire copier and related items and services pursuant to Section 9 3.04.010 B.2. of the Municipal Code which authorizes the CITY to utilize the bids for supplies, 10 materials and equipment where another governmental agency has established a price at which a 11 vendor is willing to sell to the CITY; and 12 WHEREAS,the County of San Bernardino did solicit and accept proposals and bids from 13 a number of vendors of such copier and related items and services; and 14 WHEREAS, it is in the best interests of the CITY to utilize the vendors approved and 15 authorized by the County of San Bernardino to provide such copier and related items and services. 16 NOW, THEREFORE,THE PARTIES AGREE AS FOLLOWS: 17 1. SCOPE OF SERVICES. 18 For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR 19 to provide those products and services as set forth in Exhibit "A" to this Resolution, entitled 20 "Request for Proposal, County of San Bernardino", dated January 16, 2015. 21 2. COMPENSATION AND EXPENSES. 22 a. For the services delineated above,the CITY, upon presentation of an invoice, shall 23 pay VENDOR the amount reflected in attached Exhibit"A." 24 b. No other expenditures made by VENDOR shall be reimbursed by CITY, 25 3. TERM; SEVERABILITY. 26 The term of this Agreement, is for a period of three years(s), commencing July 1, 2016 27 28 2016-118 1 through June 30, 2018 (with the option of two one-year extensions) on a month to month basis. 2 This Agreement may be terminated at any time by thirty (30) days written notice by either 3 party. The terms of this Agreement shall remain in force unless mutually amended. The 4 duration of this Agreement may be extended with the written consent of both parties. 5 4. INDEMNITY. 6 CITY agrees to indemnify and hold harmless VENDOR, its officers,agents and volunteers 7 from any and all claims, actions, or losses, damages and/or liability resulting from CITY's 8 negligent acts or omissions arising from the CITY's performance of its obligations under the 9 Agreement. 10 VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and 11 volunteers from any and all claims, actions, or losses, damages and/or liability resulting from 12 VENDOR's negligent acts or omissions arising from the VENDOR's performance of its 13 obligations under the Agreement. 14 In the event the CITY and/or the VENDOR is found to be comparatively at fault for any 15 claim,action, loss, or damage which results from their respective obligations under the Agreement 16 the CITY and/or VENDOR shall indemnify the other to the extent of its comparative fault. 17 5. INSURANCE 18 While not restricting or limiting the forgoing, during the term of this Agreement, 19 VENDOR shall maintain in effect policies of comprehensive public, general and automobile 20 liability insurance, in the amount of$1,000,000.00 combined single limit, and statutory worker's 21 compensation coverage and shall file copies of said policies with the CITY's Risk Manager prior 22 to undertaking any work under this Agreement. CITY shall be set forth as an additional named 23 insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to 24 the CITY shall require the insurer to notify CITY of any change or termination in the policy. 25 6. NON-DISCRIMINATION. 26 In the performance of this Agreement and in the hiring and recruitment of employees, 27 2 28 2016-118 1 VENDOR shall not discriminate on the basis of race,creed,color,religion,sex,physical handicap, 2 ethnic background or country of origin. 3 7. INDEPENDENT CONTRACTOR. 4 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 5 purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. 6 VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, 7 payroll deductions for VENDOR and its officers, agents,and employees,and all business licenses, 8 if any are required, in connection with the services to be performed hereunder. 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIRMENTS 9 VENDOR warrants that it possesses or shall obtain, and maintain a business registration 10 certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, 11 qualifications, insurance and approval of whatever nature that is legally required of VENDOR to 12 13 practice its business or profession. 9. NOTICES 14 Any notice to be given pursuant to this Agreement shall be deposited with the United States 15 Postal Service, postage prepaid and addressed as follows: 16 17 TO THE CITY: City Finance Department 300 North"D" Street 18 San Bernardino CA 92418 Telephone: (909) 384-5242 19 20 TO THE VENDOR: Burtronics Business Systems 216 South Arrowhead Avenue 21 San Bernardino CA 92408 22 23 10. ATTORNEY'S FEES. 24 In the event that litigation is brought by any party in connection with this Agreement, the 25 prevailing party shall be entitled to recover from the opposing party all costs and expenses, 26 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its 27 3 28 2016-118 1 rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions 2 hereof. The costs, salary and expenses of the City Attorney and members of his office in 3 enforcing this Agreement on behalf of the CITY shall be considered "attorney's fees" for the 4 purposes of this paragraph. 5 11. ASSIGNMENT. 6 VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber 7 all or any part of the VENDOR's interest in this Agreement without CITY'S prior written consent. 8 Any attempted assignment,transfer, subletting or encumbrance shall be void and shall constitute a 9 breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's 10 consent,no subletting or assignment shall release VENDOR of VENDOR's obligation to perform 11 all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12 12. VENUE. 13 The parties hereto agree that all actions or proceedings arising in connection with this 14 Agreement shall be tried and litigated either in the State courts located in the County of San 15 Bernardino, State of California or the U.S. District Court for the Central District of California, 16 Riverside Division. The Aforementioned choice of venue is intended by the parties to be the 17 mandatory and not permissive in nature. 18 13. GOVERNING LAW 19 This Agreement shall be governed by the laws of the State of California. 20 14. SUCCESSORS AND ASSIGNS. 21 This Agreement shall be binding on and inure to the benefit of the parties to this Agreement 22 and their respective heirs, representatives, successors, and assigns. 23 15. HEADINGS. 24 The subject headings of the sections of this Agreement are included for the purposes of 25 convenience only and shall not affect the construction or the interpretation of any of its provisions. 26 27 4 28 2016-118 1 16. ENTIRE AGREEMENT; MODIFICATION. 2 This Agreement constitutes the entire agreement and the understanding between the 3 parties, and supersedes any prior agreements and understandings relating to the subject manner of 4 this Agreement. This Agreement may be modified or amended only by a written instrument 5 executed by all parties to this Agreement. 6 7 8 9 /// 10 11 12 13 14 15 16 17 18 19 20 21 22 /// 23 24 25 26 27 5 28 2016-118 B-3 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO 1 AND BURTRONICS BUSINESS SYSTEMS 2 3 IN WITNESS THEREOF,the parties hereto have executed this Agreement on the day and 4 date set forth below. 5 6 Date: , 2016 BURTRONICS BUSINESS SYSTEMS 7 8 By: 9 10 Date: , 2016 CITY OF SAN BERNARDINO 11 12 By: Mark Scott, City Manager 13 14 15 ATTEST: 16 17 Georgeann"Gigi" Hanna, City Clerk 18 19 20 APPROVED AS TO FORM: Gary D. Saenz, City Attorney 21 22 By. 23 24 25 26 27 6 28 2016-118 B_3 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO 1 AND BURTRONICS BUSINESS SYSTEMS 2 3 This Vendor Service Agreement is made and entered into this 20th day of .rune , 4 2016 ("Effective Date") by and between the CITY OF SAN BERNARDINO, a charter city 5 ("CITY") and Burtronics Business Systems ("VENDOR"). 6 WITNESSETH: 7 WHEREAS,the Mayor and Common Council has determined that it is advantageous and 8 in the best interest of the CITY to acquire copier and related items and services pursuant to Section 9 3.04.010 B.2. of the Municipal Code which authorizes the CITY to utilize the bids for supplies, 10 materials and equipment where another governmental agency has established a price at which a 11 vendor is willing to sell to the CITY; and 12 WHEREAS,the County of San Bernardino did solicit and accept proposals and bids from 13 a number of vendors of such copier and related items and services; and 14 WHEREAS, it is in the best interests of the CITY to utilize the vendors approved and 15 authorized by the County of San Bernardino to provide such copier and related items and services. 16 NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 17 1. SCOPE OF SERVICES. 18 For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR 19 to provide those products and services as set forth in Exhibit "A" to this Resolution, entitled 20 "Request for Proposal, County of San Bernardino", dated January 16, 2015. 21 2. COMPENSATION AND EXPENSES. 22 a. For the services delineated above,the CITY,upon presentation of an invoice, shall 23 pay VENDOR the amount reflected in attached Exhibit"A." 24 b. No other expenditures made by VENDOR shall be reimbursed by CITY, 25 3. TERM; SEVERABILITY. 26 The term of this Agreement, is for a period of three years(s), commencing July 1, 2016 27 28 2016-118 1 through June 30, 2018 (with the option of two one-year extensions) on a month to month basis. 2 This Agreement may be terminated at any time by thirty(30) days written notice by either 3 party. The terms of this Agreement shall remain in force unless mutually amended. The 4 duration of this Agreement may be extended with the written consent of both parties. 5 4. INDEMNITY. 6 CITY agrees to indemnify and hold harmless VENDOR, its officers, agents and volunteers 7 from any and all claims, actions, or losses, damages and/or liability resulting from CITY's 8 negligent acts or omissions arising from the CITY's performance of its obligations under the 9 Agreement. 10 VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and 11 volunteers from any and all claims, actions, or losses, damages and/or liability resulting from 12 VENDOR's negligent acts or omissions arising from the VENDOR's performance of its 13 obligations under the Agreement. 14 In the event the CITY and/or the VENDOR is found to be comparatively at fault for any 15 claim,action, loss, or damage which results from their respective obligations under the Agreement 16 the CITY and/or VENDOR shall indemnify the other to the extent of its comparative fault. 17 5. INSURANCE 18 While not restricting or limiting the forgoing, during the term of this Agreement, 19 VENDOR shall maintain in effect policies of comprehensive public, general and automobile 20 liability insurance, in the amount of$1,000,000.00 combined single limit, and statutory worker's 21 compensation coverage and shall file copies of said policies with the CITY's Risk Manager prior 22 to undertaking any work under this Agreement. CITY shall be set forth as an additional named 23 insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to 24 the CITY shall require the insurer to notify CITY of any change or termination in the policy. 25 6. NON-DISCRIMINATION. 26 In the performance of this Agreement and in the hiring and recruitment of employees, 27 2 28 2016-118 1 VENDOR shall not discriminate on the basis of race,creed,color,religion, sex,physical handicap, 2 ethnic background or country of origin. 3 7. INDEPENDENT CONTRACTOR. 4 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 5 purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. 6 VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, 7 payroll deductions for VENDOR and its officers, agents,and employees,and all business licenses, 8 if any are required, in connection with the services to be performed hereunder. 9 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIRMENTS VENDOR warrants that it possesses or shall obtain, and maintain a business registration 10 certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, 11 qualifications, insurance and approval of whatever nature that is legally required of VENDOR to 12 13 practice its business or profession. 9. NOTICES 14 Any notice to be given pursuant to this Agreement shall be deposited with the United States 15 Postal Service, postage prepaid and addressed as follows: 16 17 TO THE CITY: City Finance Department 300 North"D" Street 18 San Bernardino CA 92418 Telephone: (909) 384-5242 19 20 TO THE VENDOR: Burtronics Business Systems 216 South Arrowhead Avenue 21 San Bernardino CA 92408 22 23 10. ATTORNEY'S FEES. 24 In the event that litigation is brought by any party in connection with this Agreement, the 25 prevailing party shall be entitled to recover from the opposing party all costs and expenses, 26 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its 27 3 28 2016-118 1 rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions 2 hereof. The costs, salary and expenses of the City Attorney and members of his office in 3 enforcing this Agreement on behalf of the CITY shall be considered "attorney's fees" for the 4 purposes of this paragraph. 5 11. ASSIGNMENT. 6 VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber 7 all or any part of the VENDOR's interest in this Agreement without CITY'S prior written consent. 8 Any attempted assignment,transfer, subletting or encumbrance shall be void and shall constitute a 9 breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's 10 consent,no subletting or assignment shall release VENDOR of VENDOR's obligation to perform 11 all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12 12. VENUE. 13 The parties hereto agree that all actions or proceedings arising in connection with this 14 Agreement shall be tried and litigated either in the State courts located in the County of San 15 Bernardino, State of California or the U.S. District Court for the Central District of California, 16 Riverside Division. The Aforementioned choice of venue is intended by the parties to be the 17 mandatory and not permissive in nature. 18 13. GOVERNING LAW 19 This Agreement shall be governed by the laws of the State of California. 20 14. SUCCESSORS AND ASSIGNS. 21 This Agreement shall be binding on and inure to the benefit of the parties to this Agreement 22 and their respective heirs, representatives, successors, and assigns. 23 15. HEADINGS. 24 The subject headings of the sections of this Agreement are included for the purposes of 25 convenience only and shall not affect the construction or the interpretation of any of its provisions. 26 27 4 28 2016-118 1 16. ENTIRE AGREEMENT; MODIFICATION. 2 This Agreement constitutes the entire agreement and the understanding between the 3 parties, and supersedes any prior agreements and understandings relating to the subject manner of 4 this Agreement. This Agreement may be modified or amended only by a written instrument 5 executed by all parties to this Agreement. 6 7 8 /// 9 10 12 13 14 15 /// 16 17 18 19 20 21 22 23 /// 24 25 26 /// 27 5 28 2016-118 B-3 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO 1 AND BURTRONICS BUSINESS SYSTEMS 2 3 IN WITNESS THEREOF,the parties hereto have executed this Agreement on the day and 4 date set forth below. 5 6 Date: 92016 BURTRONICS BUSINESS SYSTEMS 7 By: 8 9 10 1 _ Date: � 2-e , 2016 CITY OF SAN BERNARDINO 1 12 By: /&� At-e Mark Scott, City Manager 13 14 15 ATTEST: 16 Georgea Gigi" Hann City Clerk 18 19 20 APPROVED AS TO FORM: Gary D. Saenz, City Attorney 21 22 By 23 24 25 26 27 6 28 B-4 2016-118 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO I AND CANON SOLUTIONS AMERICA 2 3 This Vendor Service Agreement is made and entered into this 20th day of June 4 2016 ("Effective Date") by and between the CITY OF SAN BERNARDINO, a charter city 5 ("CITY") and Canon Solutions America("VENDOR"). 6 WITNESSETH: 7 WHEREAS,the Mayor and Common Council has determined that it is advantageous and 8 in the best interest of the CITY to acquire copier and related items and services pursuant to Section 9 3.04.010 B.2. of the Municipal Code which authorizes the CITY to utilize the bids for supplies, 10 materials and equipment where another governmental agency has established a price at which a 11 vendor is willing to sell to the CITY; and 12 WHEREAS,the County of San Bernardino did solicit and accept proposals and bids from 13 a number of vendors of such copier and related items and services; and 14 WHEREAS, it is in the best interests of the CITY to utilize the vendors approved and 15 authorized by the County of San Bernardino to provide such copier and related items and services. 16 NOW,THEREFORE, THE PARTIES AGREE AS FOLLOWS: 17 1. SCOPE OF SERVICES. 18 For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR 19 to provide those products and services as set forth in Exhibit "A" to this Resolution, entitled 20 "Request for Proposal, County of San Bernardino", dated January 16, 2015. 21 2. COMPENSATION AND EXPENSES. 22 a. For the services delineated above,the CITY, upon presentation of an invoice, shall 23 pay VENDOR the amount reflected in attached Exhibit"A." 24 b. No other expenditures made by VENDOR shall be reimbursed by CITY. 25 3. TERM; SEVERABILITY. 26 The term of this Agreement, is for a period of three years(s), commencing July 1, 2016 27 28 2016-118 1 through June 30, 2018 (with the option of two one-year extensions) on a month to month basis. 2 This Agreement may be terminated at any time by thirty(30) days written notice by either 3 party. The terms of this Agreement shall remain in force unless mutually amended. The 4 duration of this Agreement may be extended with the written consent of both parties. 5 4. INDEMNITY. 6 CITY agrees to indemnify and hold harmless VENDOR,its officers,agents and volunteers 7 from any and all claims, actions, or losses, damages and/or liability resulting from CITY's 8 negligent acts or omissions arising from the CITY's performance of its obligations under the 9 Agreement. 10 VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and 11 volunteers from any and all claims, actions, or losses, damages and/or liability resulting from 12 VENDOR's negligent acts or omissions arising from the VENDOR's performance of its 13 obligations under the Agreement. 14 In the event the CITY and/or the VENDOR is found to be comparatively at fault for any 15 claim,action, loss, or damage which results from their respective obligations under the Agreement 16 the CITY and/or VENDOR shall indemnify the other to the extent of its comparative fault. 17 5. INSURANCE 18 While not restricting or limiting the forgoing, during the term of this Agreement, 19 VENDOR shall maintain in effect policies of comprehensive public, general and automobile 20 liability insurance, in the amount of$1,000,000.00 combined single limit, and statutory worker's 21 compensation coverage and shall file copies of said policies with the CITY's Risk Manager prior 22 to undertaking any work under this Agreement. CITY shall be set forth as an additional named 23 insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to 24 the CITY shall require the insurer to notify CITY of any change or termination in the policy. 25 6. NON-DISCRIMINATION. 26 In the performance of this Agreement and in the hiring and recruitment of employees, 27 2 28 2016-118 1 VENDOR shall not discriminate on the basis of race,creed,color,religion, sex,physical handicap, 2 ethnic background or country of origin. 3 7. INDEPENDENT CONTRACTOR. 4 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 5 purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. 6 VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, 7 payroll deductions for VENDOR and its officers, agents,and employees,and all business licenses, 8 if any are required, in connection with the services to be performed hereunder. 9 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIRMENTS VENDOR warrants that it possesses or shall obtain, and maintain a business registration 10 certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, 11 qualifications, insurance and approval of whatever nature that is legally required of VENDOR to 12 13 practice its business or profession. 9. NOTICES 14 Any notice to be given pursuant to this Agreement shall be deposited with the United States 15 Postal Service, postage prepaid and addressed as follows: 16 17 TO THE CITY: City Finance Department 300 North"D" Street 18 San Bernardino CA 92418 Telephone: (909) 384-5242 19 20 TO THE VENDOR: Canon Solutions America 3237 East Guasti Suite 200 21 Ontario CA 91761 22 23 10. ATTORNEY'S FEES. 24 In the event that litigation is brought by any party in connection with this Agreement, the 25 prevailing party shall be entitled to recover from the opposing party all costs and expenses, 26 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its 27 3 28 2016-118 1 rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions 2 hereof. The costs, salary and expenses of the City Attorney and members of his office in 3 enforcing this Agreement on behalf of the CITY shall be considered "attorney's fees" for the 4 purposes of this paragraph. 5 11. ASSIGNMENT. 6 VENDOR shall not voluntarily or by operation of law assign,transfer, sublet or encumber 7 all or any part of the VENDOR's interest in this Agreement without CITY'S prior written consent. 8 Any attempted assignment,transfer, subletting or encumbrance shall be void and shall constitute a 9 breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's 10 consent,no subletting or assignment shall release VENDOR of VENDOR's obligation to perform 11 all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12 12. VENUE. 13 The parties hereto agree that all actions or proceedings arising in connection with this 14 Agreement shall be tried and litigated either in the State courts located in the County of San 15 Bernardino, State of California or the U.S. District Court for the Central District of California, 16 Riverside Division. The Aforementioned choice of venue is intended by the parties to be the 17 mandatory and not permissive in nature. 18 13. GOVERNING LAW 19 This Agreement shall be governed by the laws of the State of California. 20 14. SUCCESSORS AND ASSIGNS. 21 This Agreement shall be binding on and inure to the benefit of the parties to this Agreement 22 and their respective heirs, representatives, successors, and assigns. 23 15. HEADINGS. 24 The subject headings of the sections of this Agreement are included for the purposes of 25 convenience only and shall not affect the construction or the interpretation of any of its provisions. 26 27 4 28 2016-118 1 16. ENTIRE AGREEMENT; MODIFICATION. 2 This Agreement constitutes the entire agreement and the understanding between the 3 parties, and supersedes any prior agreements and understandings relating to the subject manner of 4 this Agreement. This Agreement may be modified or amended only by a written instrument 5 executed by all parties to this Agreement. 6 /// 7 /// 8 /// 9 /// 10 /// 11 /// 12 /// 13 /// 14 15 16 17 /// 18 /// 19 20 21 22 23 24 25 26 27 5 28 2016-118 B-4 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO 1 AND CANON SOLUTIONS AMERICA 2 3 IN WITNESS THEREOF,the parties hereto have executed this Agreement on the day and 4 date set forth below. 5 6 Date: , 2016 CANON SOLUTIONS AMERICA 7 By: 8 9 10 Date: , 2016 CITY OF SAN BERNARDINO 11 12 By: Mark Scott, City Manager 13 14 15 ATTEST: 16 17 Georgeann"Gigi" Hanna, City Clerk 18 19 20 APPROVED AS TO FORM: Gary D. Saenz, City Attorney 21 22 B ` 23 24 25 26 27 6 28 B-4 2016-118 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO I AND CANON SOLUTIONS AMERICA 2 3 This Vendor Service Agreement is made and entered into this 20th day of June 4 2016 ("Effective Date") by and between the CITY OF SAN BERNARDINO, a charter city 5 ("CITY") and Canon Solutions America("VENDOR"). 6 WITNESSETH: 7 WHEREAS,the Mayor and Common Council has determined that it is advantageous and 8 in the best interest of the CITY to acquire copier and related items and services pursuant to Section 9 3.04.010 B.2. of the Municipal Code which authorizes the CITY to utilize the bids for supplies, 10 materials and equipment where another governmental agency has established a price at which a 11 vendor is willing to sell to the CITY; and 12 WHEREAS,the County of San Bernardino did solicit and accept proposals and bids from 13 a number of vendors of such copier and related items and services; and 14 WHEREAS, it is in the best interests of the CITY to utilize the vendors approved and 15 authorized by the County of San Bernardino to provide such copier and related items and services. 16 NOW, THEREFORE,THE PARTIES AGREE AS FOLLOWS: 17 1. SCOPE OF SERVICES. 18 For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR 19 to provide those products and services as set forth in Exhibit "A" to this Resolution, entitled 20 "Request for Proposal, County of San Bernardino", dated January 16, 2015. 21 2. COMPENSATION AND EXPENSES. 22 a. For the services delineated above,the CITY, upon presentation of an invoice, shall 23 pay VENDOR the amount reflected in attached Exhibit"A." 24 b. No other expenditures made by VENDOR shall be reimbursed by CITY. 25 3. TERM; SEVERABILITY. 26 The term of this Agreement, is for a period of three years(s), commencing July 1, 2016 27 28 2016-118 1 through June 30, 2018 (with the option of two one-year extensions) on a month to month basis. 2 This Agreement may be terminated at any time by thirty(30) days written notice by either 3 party. The terms of this Agreement shall remain in force unless mutually amended. The 4 duration of this Agreement may be extended with the written consent of both parties. 5 4. INDEMNITY. 6 CITY agrees to indemnify and hold harmless VENDOR,its officers,agents and volunteers 7 from any and all claims, actions, or losses, damages and/or liability resulting from CITY's 8 negligent acts or omissions arising from the CITY's performance of its obligations under the 9 Agreement. 10 VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and 11 volunteers from any and all claims, actions, or losses, damages and/or liability resulting from 12 VENDOR's negligent acts or omissions arising from the VENDOR's performance of its 13 obligations under the Agreement. 14 In the event the CITY and/or the VENDOR is found to be comparatively at fault for any 15 claim,action,loss, or damage which results from their respective obligations under the Agreement 16 the CITY and/or VENDOR shall indemnify the other to the extent of its comparative fault. 17 5. INSURANCE 18 While not restricting or limiting the forgoing, during the term of this Agreement, 19 VENDOR shall maintain in effect policies of comprehensive public, general and automobile 20 liability insurance, in the amount of$1,000,000.00 combined single limit, and statutory worker's 21 compensation coverage and shall file copies of said policies with the CITY's Risk Manager prior 22 to undertaking any work under this Agreement. CITY shall be set forth as an additional named 23 insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to 24 the CITY shall require the insurer to notify CITY of any change or termination in the policy. 25 6. NON-DISCRIMINATION. 26 In the performance of this Agreement and in the hiring and recruitment of employees, 27 2 28 2016-118 1 VENDOR shall not discriminate on the basis of race,creed,color,religion, sex,physical handicap, 2 ethnic background or country of origin. 3 7. INDEPENDENT CONTRACTOR. 4 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 5 purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. 6 VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, 7 payroll deductions for VENDOR and its officers, agents,and employees,and all business licenses, 8 if any are required, in connection with the services to be performed hereunder. 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIRMENTS 9 VENDOR warrants that it possesses or shall obtain, and maintain a business registration 10 certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, 11 qualifications, insurance and approval of whatever nature that is legally required of VENDOR to 12 13 practice its business or profession. 9. NOTICES 14 Any notice to be given pursuant to this Agreement shall be deposited with the United States 15 Postal Service, postage prepaid and addressed as follows: 16 17 TO THE CITY: City Finance Department 300 North"D" Street 18 San Bernardino CA 92418 Telephone: (909) 384-5242 19 20 TO THE VENDOR: Canon Solutions America 3237 East Guasti Suite 200 21 Ontario CA 91761 22 23 10. ATTORNEY'S FEES. 24 In the event that litigation is brought by any party in connection with this Agreement, the 25 prevailing party shall be entitled to recover from the opposing party all costs and expenses, 26 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its 27 3 28 2016-118 1 rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions 2 hereof. The costs, salary and expenses of the City Attorney and members of his office in 3 enforcing this Agreement on behalf of the CITY shall be considered "attorney's fees" for the 4 purposes of this paragraph. 5 11. ASSIGNMENT. 6 VENDOR shall not voluntarily or by operation of law assign,transfer, sublet or encumber 7 all or any part of the VENDOR's interest in this Agreement without CITY'S prior written consent. 8 Any attempted assignment,transfer, subletting or encumbrance shall be void and shall constitute a 9 breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's 10 consent,no subletting or assignment shall release VENDOR of VENDOR's obligation to perform 11 all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12 12. VENUE. 13 The parties hereto agree that all actions or proceedings arising in connection with this 14 Agreement shall be tried and litigated either in the State courts located in the County of San 15 Bernardino, State of California or the U.S. District Court for the Central District of California, 16 Riverside Division. The Aforementioned choice of venue is intended by the parties to be the 17 mandatory and not permissive in nature. 18 13. GOVERNING LAW 19 This Agreement shall be governed by the laws of the State of California. 20 14. SUCCESSORS AND ASSIGNS. 21 This Agreement shall be binding on and inure to the benefit of the parties to this Agreement 22 and their respective heirs, representatives, successors, and assigns. 23 15. HEADINGS. 24 The subject headings of the sections of this Agreement are included for the purposes of 25 convenience only and shall not affect the construction or the interpretation of any of its provisions. 26 27 4 28 2016-118 1 16. ENTIRE AGREEMENT; MODIFICATION. 2 This Agreement constitutes the entire agreement and the understanding between the 3 parties, and supersedes any prior agreements and understandings relating to the subject manner of 4 this Agreement. This Agreement may be modified or amended only by a written instrument 5 executed by all parties to this Agreement. 6 /// 7 /// 8 9 10 11 12 13 14 15 16 /// 17 18 19 20 21 22 23 24 25 26 27 5 28 2016-118 B-4 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO I AND CANON SOLUTIONS AMERICA 2 3 IN WITNESS THEREOF,the parties hereto have executed this Agreement on the day and 4 date set forth below. 5 6 Date: 12016 CANON SOL ONS AMERICA 7 y: 8 9 10 j J��'� , 2016 CITY OF SAN BERNARDINO 11 12 By:/4"14"e Mark Scott, City Manager 13 14 15 ATTEST: 16 1 Georgea `Gigi" Hanna, City Clerk 18 19 20 APPROVED AS TO FORM: Gary D. Saenz, City Attorney 21 22 B ` 23 24 25 26 27 6 28 2016-118 B-5 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO 1 AND CELL BUSINESS EQUIPMENT 2 3 This Vendor Service Agreement is made and entered into this 20th day of June 4 2016 ("Effective Date") by and between the CITY OF SAN BERNARDINO, a charter city 5 ("CITY") and Cell Business Equipment("VENDOR"). 6 WITNESSETH: 7 WHEREAS,the Mayor and Common Council has determined that it is advantageous and 8 in the best interest of the CITY to acquire copier and related items and services pursuant to Section 9 3.04.010 B.2. of the Municipal Code which authorizes the CITY to utilize the bids for supplies, 10 materials and equipment where another governmental agency has established a price at which a 11 vendor is willing to sell to the CITY; and 12 WHEREAS,the County of San Bernardino did solicit and accept proposals and bids from 13 a number of vendors of such copier and related items and services; and 14 WHEREAS, it is in the best interests of the CITY to utilize the vendors approved and 15 authorized by the County of San Bernardino to provide such copier and related items and services. 16 NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 17 1. SCOPE OF SERVICES. 18 For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR 19 to provide those products and services as set forth in Exhibit "A" to this Resolution, entitled 20 "Request for Proposal, County of San Bernardino", dated January 16, 2015. 21 2. COMPENSATION AND EXPENSES. 22 a. For the services delineated above,the CITY, upon presentation of an invoice, shall 23 pay VENDOR the amount reflected in attached Exhibit"A." 24 b. No other expenditures made by VENDOR shall be reimbursed by CITY. 25 3. TERM; SEVERABILITY. 26 The term of this Agreement, is for a period of three years(s), commencing July 1, 2016 27 1 28 2016-118 1 through June 30, 2018 (with the option of two one-year extensions) on a month to month basis. 2 This Agreement may be terminated at any time by thirty(30) days written notice by either 3 party. The terms of this Agreement shall remain in force unless mutually amended. The 4 duration of this Agreement may be extended with the written consent of both parties. 5 4. INDEMNITY. 6 CITY agrees to indemnify and hold harmless VENDOR, its officers,agents and volunteers 7 from any and all claims, actions, or losses, damages and/or liability resulting from CITY's 8 negligent acts or omissions arising from the CITY's performance of its obligations under the 9 Agreement. 10 VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and 11 volunteers from any and all claims, actions, or losses, damages and/or liability resulting from 12 VENDOR's negligent acts or omissions arising from the VENDOR's performance of its 13 obligations under the Agreement. 14 In the event the CITY and/or the VENDOR is found to be comparatively at fault for any 15 claim, action, loss,or damage which results from their respective obligations under the Agreement 16 the CITY and/or VENDOR shall indemnify the other to the extent of its comparative fault. 17 5. INSURANCE 18 While not restricting or limiting the forgoing, during the term of this Agreement, 19 VENDOR shall maintain in effect policies of comprehensive public, general and automobile 20 liability insurance, in the amount of$1,000,000.00 combined single limit, and statutory worker's 21 compensation coverage and shall file copies of said policies with the CITY's Risk Manager prior 22 to undertaking any work under this Agreement. CITY shall be set forth as an additional named 23 insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to 24 the CITY shall require the insurer to notify CITY of any change or termination in the policy. 25 6. NON-DISCRIMINATION. 26 In the performance of this Agreement and in the hiring and recruitment of employees, 27 2 28 2016-118 1 VENDOR shall not discriminate on the basis of race,creed,color,religion, sex,physical handicap, 2 ethnic background or country of origin. 3 7. INDEPENDENT CONTRACTOR. 4 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 5 purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. 6 VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, 7 payroll deductions for VENDOR and its officers, agents,and employees,and all business licenses, 8 if any are required, in connection with the services to be performed hereunder. 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIRMENTS 9 VENDOR warrants that it possesses or shall obtain, and maintain a business registration 10 certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, 11 qualifications, insurance and approval of whatever nature that is legally required of VENDOR to 12 practice its business or profession. 13 9. NOTICES 14 Any notice to be given pursuant to this Agreement shall be deposited with the United States 15 Postal Service, postage prepaid and addressed as follows: 16 17 TO THE CITY: City Finance Department 300 North"D" Street 18 San Bernardino CA 92418 Telephone: (909) 384-5242 19 20 TO THE VENDOR: Cell Business Equipment 4A Mason Street 21 Irvine CA 92618 22 23 10. ATTORNEY'S FEES. 24 In the event that litigation is brought by any party in connection with this Agreement, the 25 prevailing party shall be entitled to recover from the opposing party all costs and expenses, 26 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its 27 3 28 2016-118 1 rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions 2 hereof. The costs, salary and expenses of the City Attorney and members of his office in 3 enforcing this Agreement on behalf of the CITY shall be considered "attorney's fees" for the 4 purposes of this paragraph. 5 11. ASSIGNMENT. 6 VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber 7 all or any part of the VENDOR's interest in this Agreement without CITY'S prior written consent. 8 Any attempted assignment,transfer, subletting or encumbrance shall be void and shall constitute a 9 breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's 10 consent,no subletting or assignment shall release VENDOR of VENDOR's obligation to perform 11 all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12 12. VENUE. 13 The parties hereto agree that all actions or proceedings arising in connection with this 14 Agreement shall be tried and litigated either in the State courts located in the County of San 15 Bernardino, State of California or the U.S. District Court for the Central District of California, 16 Riverside Division. The Aforementioned choice of venue is intended by the parties to be the 17 mandatory and not permissive in nature. 18 13. GOVERNING LAW 19 This Agreement shall be governed by the laws of the State of California. 20 14. SUCCESSORS AND ASSIGNS. 21 This Agreement shall be binding on and inure to the benefit of the parties to this Agreement 22 and their respective heirs, representatives, successors, and assigns. 23 15. HEADINGS. 24 The subject headings of the sections of this Agreement are included for the purposes of 25 convenience only and shall not affect the construction or the interpretation of any of its provisions. 26 27 4 28 2016-118 1 16. ENTIRE AGREEMENT; MODIFICATION. 2 This Agreement constitutes the entire agreement and the understanding between the 3 parties, and supersedes any prior agreements and understandings relating to the subject manner of 4 this Agreement. This Agreement may be modified or amended only by a written instrument 5 executed by all parties to this Agreement. 6 7 8 9 10 12 13 14 15 16 17 18 /// 19 20 21 22 23 24 25 26 27 s 28 2016-118 B-5 1 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND CELL BUSINESS EQUIPMENT 2 3 IN WITNESS THEREOF,the parties hereto have executed this Agreement on the day and date set 4 forth below. 5 6 Date: , 2016 CELL BUSINESS EQUIPMENT 7 By: 8 9 10 Date: , 2016 CITY OF SAN BERNARDINO 11 12 By.Mark Scott, City Manager 13 14 15 ATTEST: 16 17 Georgeann"Gigi" Hanna, City Clerk 18 19 20 APPROVED AS TO FORM: Gary D. Saenz, City Attorney 21 22 B C 23 24 25 26 27 6 28 2016-118 B-5 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO 1 AND CELL BUSINESS EQUIPMENT 2 3 This Vendor Service Agreement is made and entered into this 20th day of June , 4 2016 ("Effective Date") by and between the CITY OF SAN BERNARDINO, a charter city 5 ("CITY") and Cell Business Equipment("VENDOR"). 6 WITNESSETH: 7 WHEREAS,the Mayor and Common Council has determined that it is advantageous and 8 in the best interest of the CITY to acquire copier and related items and services pursuant to Section 9 3.04.010 B.2. of the Municipal Code which authorizes the CITY to utilize the bids for supplies, 10 materials and equipment where another governmental agency has established a price at which a 11 vendor is willing to sell to the CITY; and 12 WHEREAS,the County of San Bernardino did solicit and accept proposals and bids from 13 a number of vendors of such copier and related items and services; and 14 WHEREAS, it is in the best interests of the CITY to utilize the vendors approved and 15 authorized by the County of San Bernardino to provide such copier and related items and services. 16 NOW,THEREFORE,THE PARTIES AGREE AS FOLLOWS: 17 1. SCOPE OF SERVICES. 18 For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR 19 to provide those products and services as set forth in Exhibit "A" to this Resolution, entitled 20 "Request for Proposal, County of San Bernardino", dated January 16, 2015. 21 2. COMPENSATION AND EXPENSES. 22 a. For the services delineated above,the CITY,upon presentation of an invoice, shall 23 pay VENDOR the amount reflected in attached Exhibit"A." 24 b. No other expenditures made by VENDOR shall be reimbursed by CITY. 25 3. TERM; SEVERABILITY. 26 The term of this Agreement, is for a period of three years(s), commencing July 1, 2016 27 28 2016-118 1 through June 30, 2018 (with the option of two one-year extensions) on a month to month basis. 2 This Agreement may be terminated at any time by thirty(30) days written notice by either 3 party. The terms of this Agreement shall remain in force unless mutually amended. The 4 duration of this Agreement may be extended with the written consent of both parties. 5 4. INDEMNITY. 6 CITY agrees to indemnify and hold harmless VENDOR,its officers, agents and volunteers 7 from any and all claims, actions, or losses, damages and/or liability resulting from CITY's 8 negligent acts or omissions arising from the CITY's performance of its obligations under the 9 Agreement. 10 VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and 11 volunteers from any and all claims, actions, or losses, damages and/or liability resulting from 12 VENDOR's negligent acts or omissions arising from the VENDOR's performance of its 13 obligations under the Agreement. 14 In the event the CITY and/or the VENDOR is found to be comparatively at fault for any 15 claim,action, loss, or damage which results from their respective obligations under the Agreement 16 the CITY and/or VENDOR shall indemnify the other to the extent of its comparative fault. 17 5. INSURANCE 18 While not restricting or limiting the forgoing, during the term of this Agreement, 19 VENDOR shall maintain in effect policies of comprehensive public, general and automobile 20 liability insurance, in the amount of$1,000,000.00 combined single limit, and statutory worker's 21 compensation coverage and shall file copies of said policies with the CITY's Risk Manager prior 22 to undertaking any work under this Agreement. CITY shall be set forth as an additional named 23 insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to 24 the CITY shall require the insurer to notify CITY of any change or termination in the policy. 25 6. NON-DISCRIMINATION. 26 In the performance of this Agreement and in the hiring and recruitment of employees, 27 2 28 2016-118 1 VENDOR shall not discriminate on the basis of race,creed,color,religion, sex,physical handicap, 2 ethnic background or country of origin. 3 7. INDEPENDENT CONTRACTOR. 4 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 5 purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. 6 VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, 7 payroll deductions for VENDOR and its officers, agents,and employees,and all business licenses, 8 if any are required, in connection with the services to be performed hereunder. 9 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIRMENTS VENDOR warrants that it possesses or shall obtain, and maintain a business registration 10 certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, 11 qualifications, insurance and approval of whatever nature that is legally required of VENDOR to 12 practice its business or profession. 13 9. NOTICES 14 Any notice to be given pursuant to this Agreement shall be deposited with the United States 15 Postal Service, postage prepaid and addressed as follows: 16 17 TO THE CITY: City Finance Department 300 North"D" Street 18 San Bernardino CA 92418 Telephone: (909) 384-5242 19 20 TO THE VENDOR: Cell Business Equipment 4A Mason Street 21 Irvine CA 92618 22 23 10. ATTORNEY'S FEES. 24 In the event that litigation is brought by any party in connection with this Agreement, the 25 prevailing party shall be entitled to recover from the opposing party all costs and expenses, 26 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its 27 3 28 2016-118 1 rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions 2 hereof. The costs, salary and expenses of the City Attorney and members of his office in 3 enforcing this Agreement on behalf of the CITY shall be considered "attorney's fees" for the 4 purposes of this paragraph. 5 11. ASSIGNMENT. 6 VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber 7 all or any part of the VENDOR's interest in this Agreement without CITY'S prior written consent. 8 Any attempted assignment,transfer, subletting or encumbrance shall be void and shall constitute a 9 breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's 10 consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform 11 all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12 12. VENUE. 13 The parties hereto agree that all actions or proceedings arising in connection with this 14 Agreement shall be tried and litigated either in the State courts located in the County of San 15 Bernardino, State of California or the U.S. District Court for the Central District of California, 16 Riverside Division. The Aforementioned choice of venue is intended by the parties to be the 17 mandatory and not permissive in nature. 18 13. GOVERNING LAW 19 This Agreement shall be governed by the laws of the State of California. 20 14. SUCCESSORS AND ASSIGNS. 21 This Agreement shall be binding on and inure to the benefit of the parties to this Agreement 22 and their respective heirs, representatives, successors, and assigns. 23 15. HEADINGS. 24 The subject headings of the sections of this Agreement are included for the purposes of 25 convenience only and shall not affect the construction or the interpretation of any of its provisions. 26 27 4 28 2016-118 1 16. ENTIRE AGREEMENT; MODIFICATION. 2 This Agreement constitutes the entire agreement and the understanding between the 3 parties, and supersedes any prior agreements and understandings relating to the subject manner of 4 this Agreement. This Agreement may be modified or amended only by a written instrument 5 executed by all parties to this Agreement. 6 7 8 9 10 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 5 28 2016-118 B-5 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO 1 AND CELL BUSINESS EQUIPMENT 2 3 IN WITNESS THEREOF,the parties hereto have executed this Agreement on the day and date set 4 forth below. 5 6 Date: 7 , 2016 CELL BUSINESS EQUIPMENT 7 By: 8 9 10 Date: 1 kP-A- , 2016 CITY OF SAN BERNARDINO 11 12 By, Mark Scott, City Manager 13 14 15 ATTEST: 16 G�eorgea "Gigi" Ha , City Clerk 18 19 20 APPROVED AS TO FORM: Gary D. Saenz, City Attorney 21 22 B 23 24 25 26 27 6 28 2016-118 B-6 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO I AND DAISY IT 2 3 This Vendor Service Agreement is made and entered into this 20th day of June 4 2016 ("Effective Date") by and between the CITY OF SAN BERNARDINO, a charter city 5 ("CITY") and Daisy IT ("VENDOR"). 6 WITNESSETH: 7 WHEREAS,the Mayor and Common Council has determined that it is advantageous and 8 in the best interest of the CITY to acquire copier and related items and services pursuant to Section 9 3.04.010 B.2. of the Municipal Code which authorizes the CITY to utilize the bids for supplies, 10 materials and equipment where another governmental agency has established a price at which a 11 vendor is willing to sell to the CITY; and 12 WHEREAS,the County of San Bernardino did solicit and accept proposals and bids from 13 a number of vendors of such copier and related items and services; and 14 WHEREAS, it is in the best interests of the CITY to utilize the vendors approved and 15 authorized by the County of San Bernardino to provide such copier and related items and services. 16 NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 17 1. SCOPE OF SERVICES. 18 For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR 19 to provide those products and services as set forth in Exhibit "A" to this Resolution, entitled 20 "Request for Proposal, County of San Bernardino", dated January 16, 2015. 21 2. COMPENSATION AND EXPENSES. 22 a. For the services delineated above,the CITY,upon presentation of an invoice, shall 23 pay VENDOR the amount reflected in attached Exhibit"A." 24 b. No other expenditures made by VENDOR shall be reimbursed by CITY. 25 3. TERM; SEVERABILITY. 26 The term of this Agreement, is for a period of three years(s), commencing July 1, 2016 27 i 28 2016-118 1 through June 30, 2018 (with the option of two one-year extensions) on a month to month basis. 2 This Agreement may be terminated at any time by thirty(30) days written notice by either 3 party. The terms of this Agreement shall remain in force unless mutually amended. The 4 duration of this Agreement may be extended with the written consent of both parties. 5 4. INDEMNITY. 6 CITY agrees to indemnify and hold harmless VENDOR, its officers,agents and volunteers 7 from any and all claims, actions, or losses, damages and/or liability resulting from CITY's 8 negligent acts or omissions arising from the CITY's performance of its obligations under the 9 Agreement. 10 VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and 11 volunteers from any and all claims, actions, or losses, damages and/or liability resulting from 12 VENDOR's negligent acts or omissions arising from the VENDOR's performance of its 13 obligations under the Agreement. 14 In the event the CITY and/or the VENDOR is found to be comparatively at fault for any 15 claim,action,loss,or damage which results from their respective obligations under the Agreement 16 the CITY and/or VENDOR shall indemnify the other to the extent of its comparative fault. 17 5. INSURANCE 18 While not restricting or limiting the forgoing, during the term of this Agreement, 19 VENDOR shall maintain in effect policies of comprehensive public, general and automobile 20 liability insurance, in the amount of$1,000,000.00 combined single limit, and statutory worker's 21 compensation coverage and shall file copies of said policies with the CITY's Risk Manager prior 22 to undertaking any work under this Agreement. CITY shall be set forth as an additional named 23 insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to 24 the CITY shall require the insurer to notify CITY of any change or termination in the policy. 25 6. NON-DISCRIMINATION. 26 In the performance of this Agreement and in the hiring and recruitment of employees, 27 2 28 2016-118 1 VENDOR shall not discriminate on the basis of race,creed,color,religion,sex,physical handicap, 2 ethnic background or country of origin. 3 7. INDEPENDENT CONTRACTOR. 4 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 5 purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. 6 VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, 7 payroll deductions for VENDOR and its officers, agents,and employees,and all business licenses, 8 if any are required, in connection with the services to be performed hereunder. 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIRMENTS 9 VENDOR warrants that it possesses or shall obtain, and maintain a business registration 10 certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, 11 qualifications, insurance and approval of whatever nature that is legally required of VENDOR to 12 13 practice its business or profession. 9. NOTICES 14 Any notice to be given pursuant to this Agreement shall be deposited with the United States 15 Postal Service, postage prepaid and addressed as follows: 16 17 TO THE CITY: City Finance Department 300 North"D" Street 18 San Bernardino CA 92418 Telephone: (909) 384-5242 19 20 TO THE VENDOR: Daisy IT 8575 Red Oak Avenue 21 Rancho Cucamonga CA 91730 22 23 10. ATTORNEY'S FEES. 24 In the event that litigation is brought by any party in connection with this Agreement, the 25 prevailing party shall be entitled to recover from the opposing party all costs and expenses, 26 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its 27 3 28 2016-118 1 rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions 2 hereof. The costs, salary and expenses of the City Attorney and members of his office in 3 enforcing this Agreement on behalf of the CITY shall be considered "attorney's fees" for the 4 purposes of this paragraph. 5 11. ASSIGNMENT. 6 VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber 7 all or any part of the VENDOR's interest in this Agreement without CITY'S prior written consent. 8 Any attempted assignment,transfer, subletting or encumbrance shall be void and shall constitute a 9 breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's 10 consent,no subletting or assignment shall release VENDOR of VENDOR's obligation to perform 11 all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12 12. VENUE. 13 The parties hereto agree that all actions or proceedings arising in connection with this 14 Agreement shall be tried and litigated either in the State courts located in the County of San 15 Bernardino, State of California or the U.S. District Court for the Central District of California, 16 Riverside Division. The Aforementioned choice of venue is intended by the parties to be the 17 mandatory and not permissive in nature. 18 13. GOVERNING LAW 19 This Agreement shall be governed by the laws of the State of California. 20 14. SUCCESSORS AND ASSIGNS. 21 This Agreement shall be binding on and inure to the benefit of the parties to this Agreement 22 and their respective heirs, representatives, successors, and assigns. 23 15. HEADINGS. 24 The subject headings of the sections of this Agreement are included for the purposes of 25 convenience only and shall not affect the construction or the interpretation of any of its provisions. 26 16. ENTIRE AGREEMENT; MODIFICATION. 27 4 28 2016-118 1 This Agreement constitutes the entire agreement and the understanding between the 2 parties, and supersedes any prior agreements and understandings relating to the subject manner of 3 this Agreement. This Agreement may be modified or amended only by a written instrument 4 executed by all parties to this Agreement. 5 6 7 8 /// 9 /// 10 /// 11 /// 12 /// 13 /// 14 15 16 17 /// 18 19 20 /// 21 /// 22 23 24 /// 25 /// 26 /// 27 s 28 2016-118 B-6 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO 1 AND DAISY IT 2 3 IN WITNESS THEREOF,the parties hereto have executed this Agreement on the day and 4 date set forth below. 5 6 Date: , 2016 DAISY IT 7 By: 8 9 10 Date: , 2016 CITY OF SAN BERNARDINO 11 12 By: Mark Scott, City Manager 13 14 15 ATTEST: 16 17 Georgeann"Gigi" Hanna, City Clerk 18 19 20 APPROVED AS TO FORM: Gary D. Saenz, City Attorney 21 22 B ` 23 24 25 26 27 6 28 2016-118 B-7 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO 1 AND KONICA MINOLTA 2 3 This Vendor Service Agreement is made and entered into this 20th day of June , 4 2016 ("Effective Date") by and between the CITY OF SAN BERNARDINO, a charter city 5 ("CITY") and Konica Minolta("VENDOR"). 6 WITNESSETH: 7 WHEREAS,the Mayor and Common Council has determined that it is advantageous and 8 in the best interest of the CITY to acquire copier and related items and services pursuant to Section 9 3.04.010 B.2. of the Municipal Code which authorizes the CITY to utilize the bids for supplies, 10 materials and equipment where another governmental agency has established a price at which a 11 vendor is willing to sell to the CITY; and 12 WHEREAS,the County of San Bernardino did solicit and accept proposals and bids from 13 a number of vendors of such copier and related items and services; and 14 WHEREAS, it is in the best interests of the CITY to utilize the vendors approved and 15 authorized by the County of San Bernardino to provide such copier and related items and services. 16 NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 17 1. SCOPE OF SERVICES. 18 For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR 19 to provide those products and services as set forth in Exhibit "A" to this Resolution, entitled 20 "Request for Proposal, County of San Bernardino", dated January 16, 2015. 21 2. COMPENSATION AND EXPENSES. 22 a. For the services delineated above,the CITY,upon presentation of an invoice, shall 23 pay VENDOR the amount reflected in attached Exhibit"A." 24 b. No other expenditures made by VENDOR shall be reimbursed by CITY. 25 3. TERM; SEVERABILITY. 26 The term of this Agreement, is for a period of three years(s), commencing July 1, 2016 27 i 28 2016-118 1 through June 30, 2018 (with the option of two one-year extensions) on a month to month basis. 2 This Agreement may be terminated at any time by thirty(30) days written notice by either 3 party. The terms of this Agreement shall remain in force unless mutually amended. The 4 duration of this Agreement may be extended with the written consent of both parties. 5 4. INDEMNITY. 6 CITY agrees to indemnify and hold harmless VENDOR, its officers,agents and volunteers 7 from any and all claims, actions, or losses, damages and/or liability resulting from CITY's 8 negligent acts or omissions arising from the CITY's performance of its obligations under the 9 Agreement. 10 VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and 11 volunteers from any and all claims, actions, or losses, damages and/or liability resulting from 12 VENDOR's negligent acts or omissions arising from the VENDOR's performance of its 13 obligations under the Agreement. 14 In the event the CITY and/or the VENDOR is found to be comparatively at fault for any 15 claim, action,loss,or damage which results from their respective obligations under the Agreement 16 the CITY and/or VENDOR shall indemnify the other to the extent of its comparative fault. 17 5. INSURANCE 18 While not restricting or limiting the forgoing, during the term of this Agreement, 19 VENDOR shall maintain in effect policies of comprehensive public, general and automobile 20 liability insurance, in the amount of$1,000,000.00 combined single limit, and statutory worker's 21 compensation coverage and shall file copies of said policies with the CITY's Risk Manager prior 22 to undertaking any work under this Agreement. CITY shall be set forth as an additional named 23 insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to 24 the CITY shall require the insurer to notify CITY of any change or termination in the policy. 25 6. NON-DISCRIMINATION. 26 In the performance of this Agreement and in the hiring and recruitment of employees, 27 2 28 2016-118 1 VENDOR shall not discriminate on the basis of race,creed,color,religion, sex,physical handicap, 2 ethnic background or country of origin. 3 7. INDEPENDENT CONTRACTOR. 4 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 5 purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. 6 VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, 7 payroll deductions for VENDOR and its officers, agents,and employees,and all business licenses, 8 if any are required, in connection with the services to be performed hereunder. 9 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIRMENTS 10 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, 11 12 qualifications, insurance and approval of whatever nature that is legally required of VENDOR to 13 practice its business or profession. 9. NOTICES 14 15 Any notice to be given pursuant to this Agreement shall be deposited with the United States 16 Postal Service, postage prepaid and addressed as follows: 17 TO THE CITY: City Finance Department 300 North"D" Street 18 San Bernardino CA 92418 19 Telephone: (909) 384-5242 20 TO THE VENDOR: Konica Minolta 1003 East Brier Drive Suite 120 21 San Bernardino CA 92408 22 23 10. ATTORNEY'S FEES. 24 In the event that litigation is brought by any party in connection with this Agreement, the 25 prevailing party shall be entitled to recover from the opposing party all costs and expenses, 26 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its 27 3 28 2016-118 1 rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions 2 hereof. The costs, salary and expenses of the City Attorney and members of his office in 3 enforcing this Agreement on behalf of the CITY shall be considered "attorney's fees" for the 4 purposes of this paragraph. 5 11. ASSIGNMENT. 6 VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber 7 all or any part of the VENDOR's interest in this Agreement without CITY'S prior written consent. 8 Any attempted assignment,transfer, subletting or encumbrance shall be void and shall constitute a 9 breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's 10 consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform 11 all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12 12. VENUE. 13 The parties hereto agree that all actions or proceedings arising in connection with this 14 Agreement shall be tried and litigated either in the State courts located in the County of San 15 Bernardino, State of California or the U.S. District Court for the Central District of California, 16 Riverside Division. The Aforementioned choice of venue is intended by the parties to be the 17 mandatory and not permissive in nature. 18 13. GOVERNING LAW 19 This Agreement shall be governed by the laws of the State of California. 20 14. SUCCESSORS AND ASSIGNS. 21 This Agreement shall be binding on and inure to the benefit of the parties to this Agreement 22 and their respective heirs, representatives, successors, and assigns. 23 15. HEADINGS. 24 The subject headings of the sections of this Agreement are included for the purposes of 25 convenience only and shall not affect the construction or the interpretation of any of its provisions. 26 27 4 28 2016-118 1 16. ENTIRE AGREEMENT; MODIFICATION. 2 This Agreement constitutes the entire agreement and the understanding between the 3 parties, and supersedes any prior agreements and understandings relating to the subject manner of 4 this Agreement. This Agreement may be modified or amended only by a written instrument 5 executed by all parties to this Agreement. 6 /// 7 /// 8 9 10 12 13 /// 14 /// 15 /// 16 /// 17 /// 18 /// 19 /// 20 /// 21 /// 22 /// 23 /// 24 /// 25 /// 26 /// 27 5 28 2016-118 B-7 1 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND KONICA MINOLTA 2 3 IN WITNESS THEREOF,the parties hereto have executed this Agreement on the day and 4 date set forth below. 5 6 Date: , 2016 KONICA MINOLTA 7 8 By: 9 10 11 Date: , 2016 CITY OF SAN BERNARDINO 12 By: 13 Mark Scott, City Manager 14 15 ATTEST: 16 17 Georgeann"Gigi" Hanna, City Clerk 18 19 20 APPROVED AS TO FORM: Gary D. Saenz, City Attorney 21 22 B ' 23 24 25 26 27 6 28 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO 1 AND KONICA MINOLTA 2 3 This Vendor Service Agreement is made and entered into this 20th day of June 4 2016 ("Effective Date") by and between the CITY OF SAN BERNARDINO, a charter city 5 ("CITY") and Konica Minolta("VENDOR"). 6 WITNESSETH: 7 WHEREAS,the Mayor and Common Council has determined that it is advantageous and 8 in the best interest of the CITY to acquire copier and related items and services pursuant to Section 9 3.04.010 B.2. of the Municipal Code which authorizes the CITY to utilize the bids for supplies, 10 materials and equipment where another governmental agency has established a price at which a 11 vendor is willing to sell to the CITY; and 12 WHEREAS,the County of San Bernardino did solicit and accept proposals and bids from 13 a number of vendors of such copier and related items and services; and 14 WHEREAS, it is in the best interests of the CITY to utilize the vendors approved and 15 authorized by the County of San Bernardino to provide such copier and related items and services. 16 NOW, THEREFORE,THE PARTIES AGREE AS FOLLOWS: 17 1. SCOPE OF SERVICES. 18 For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR 19 to provide those products and services as set forth in Exhibit "A" to this Resolution, entitled 20 "Request for Proposal, County of San Bernardino", dated January 16, 2015. 21 2. COMPENSATION AND EXPENSES. 22 a. For the services delineated above,the CITY,upon presentation of an invoice, shall 23 pay VENDOR the amount reflected in attached Exhibit"A." 24 b. No other expenditures made by VENDOR shall be reimbursed by CITY. 25 3. TERM; SEVERABILITY. 26 The term of this Agreement, is for a period of three years(s), commencing July 1, 2016 27 i 28 I through June 30, 2018 (with the option of two one-year extensions) on a month to month basis. 2 This Agreement may be terminated at any time by thirty(3 0) days written notice by either 3 party. The terms of this Agreement shall remain in force unless mutually amended. The 4 duration of this Agreement may be extended with the written consent of both parties. 5 4. INDEMNITY. 6 CITY agrees to indemnify and hold harmless VENDOR,its officers,agents and volunteers 7 from any and all claims, actions, or losses, damages and/or liability resulting from CITY's 8 negligent acts or omissions arising from the CITY's performance of its obligations under the 9 Agreement. 10 VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and 11 volunteers from any and all claims, actions, or losses, damages and/or liability resulting from 12 VENDOR's negligent acts or omissions arising from the VENDOR's performance of its 13 obligations under the Agreement. 14 In the event the CITY and/or the VENDOR is found to be comparatively at fault for any 15 claim, action,loss, or damage which results from their respective obligations under the Agreement 16 the CITY and/or VENDOR shall indemnify the other to the extent of its comparative fault. 17 5. INSURANCE 18 While not restricting or limiting the forgoing, during the term of this Agreement, 19 VENDOR shall maintain in effect policies of comprehensive public, general and automobile 20 liability insurance, in the amount of$1,000,000.00 combined single limit, and statutory worker's 21 compensation coverage and shall file copies of said policies with the CITY's Risk Manager prior 22 to undertaking any work under this Agreement. CITY shall be set forth as an additional named 23 insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to 24 the CITY shall require the insurer to notify CITY of any change or termination in the policy. 25 6. NON-DISCRIMINATION. 26 In the performance of this Agreement and in the hiring and recruitment of employees, 27 2 28 1 VENDOR shall not discriminate on the basis of race,creed,color,religion,sex,physical handicap, 2 ethnic background or country of origin. 3 7. INDEPENDENT CONTRACTOR. 4 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 5 purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. 6 VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, 7 payroll deductions for VENDOR and its officers, agents, and employees,and all business licenses, 8 if any are required, in connection,with the services to be performed hereunder. 9 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIRMENTS 10 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, 11 12 qualifications, insurance and approval of whatever nature that is legally required of VENDOR to 13 practice its business or profession. 9. NOTICES 14 15 Any notice to be given pursuant to this Agreement shall be deposited with the United States 16 Postal Service,postage prepaid and addressed as follows: 17 TO THE CITY: City Finance Department 300 North"D" Street 18 San Bernardino CA 92418 19 Telephone: (909) 384-5242 20 TO THE VENDOR: Konica Minolta 1003 East Brier Drive Suite 120 21 San Bernardino CA 92408 22 23 10. ATTORNEY'S FEES. 24 In the event that litigation is brought by any party in connection with this Agreement, the 25 prevailing party shall be entitled to recover from the opposing party all costs and expenses, 26 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its 27 3 28 I rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions 2 hereof. The costs, salary and expenses of the City Attorney and members of his office in 3 enforcing this Agreement on behalf of the CITY shall be considered "attorney's fees" for the 4 purposes of this paragraph. 5 11. ASSIGNMENT. 6 VENDOR shall not voluntarily or by operation of law assign,transfer, sublet or encumber 7 all or any part of the VENDOR's interest in this Agreement without CITY'S prior written consent. 8 Any attempted assignment,transfer, subletting or encumbrance shall be void and shall constitute a 9 breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's 10 consent,no subletting or assignment shall release VENDOR of VENDOR's obligation to perform 11 all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12 12. VENUE. 13 The parties hereto agree that all actions or proceedings arising in connection with this 14 Agreement shall be tried and litigated either in the State courts located in the County of San 15 Bernardino, State of California or the U.S. District Court for the Central District of California, 16 Riverside Division. The Aforementioned choice of venue is intended by the parties to be the 17 mandatory and not permissive in nature. 18 13. GOVERNING LAW 19 This Agreement shall be governed by the laws of the State of California. 20 14. SUCCESSORS AND ASSIGNS. 21 This Agreement shall be binding on and inure to the benefit of the parties to this Agreement 22 and their respective heirs, representatives, successors, and assigns. 23 15. HEADINGS. 24 The subject headings of the sections of this Agreement are included for the purposes of 25 convenience only and shall not affect the construction or the interpretation of any of its provisions. 26 27 4 28 1 16. ENTIRE AGREEMENT; MODIFICATION. 2 This Agreement constitutes the entire agreement and the understanding between the 3 parties,and supersedes any prior agreements and understandings relating to the subject manner of 4 this Agreement. This Agreement may be modified or amended only by a written instrument 5 executed by all parties to this Agreement. 6 111 7 /II 8 9 10 12 /Jl 13 14 /// 15 /// 16 17 IIl 18 /// 19 JJJ 20 IlI 21 22 JJJ 23 /// 24 HI 25 26 27 5 28 1 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND KONICA MINOLTA 2 3 IN WITNESS THEREOF,the parties hereto have executed this Agreement on the day and 4 date set forth below. 5 6 Date: ilN /7 , 2016 KONICA MINOLTA 7 !K 8 By' 9 10 11 Date: Ju,Lt,, , 2016 CITY OF SAN BERNARDINO 12 By: �. 13 Mark Scott, City Manager 14 15 ATTEST: 16 George "Gigi" ann , City Clerk 18 19 20 APPROVED AS TO FORM: Gary D. Saenz, City Attorney 21 22 B 1 Jt �r 23 24 25 26 27 6 28 2016-118 B_8 I VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND TOSHIBA BUSINESS SOLUTIONS 2 3 This Vendor Service Agreement is made and entered into this 20th day of June 4 2016 ("Effective Date") by and between the CITY OF SAN BERNARDINO, a charter city 5 ("CITY") and Toshiba Business Solutions ("VENDOR"). 6 WITNESSETH: 7 WHEREAS,the Mayor and Common Council has determined that it is advantageous and 8 in the best interest of the CITY to acquire copier and related items and services pursuant to Section 9 3.04.010 B.2. of the Municipal Code which authorizes the CITY to utilize the bids for supplies, 10 materials and equipment where another governmental agency has established a price at which a 11 vendor is willing to sell to the CITY; and 12 WHEREAS,the County of San Bernardino did solicit and accept proposals and bids from 13 a number of vendors of such copier and related items and services; and 14 WHEREAS, it is in the best interests of the CITY to utilize the vendors approved and 15 authorized by the County of San Bernardino to provide such copier and related items and services. 16 NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 17 1. SCOPE OF SERVICES. 18 For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR 19 to provide those products and services as set forth in Exhibit "A" to this Resolution, entitled 20 "Request for Proposal, County of San Bernardino", dated January 16, 2015. 21 2. COMPENSATION AND EXPENSES. 22 a. For the services delineated above,the CITY, upon presentation of an invoice, shall 23 pay VENDOR the amount reflected in attached Exhibit"A." 24 b. No other expenditures made by VENDOR shall be reimbursed by CITY. 25 3. TERM; SEVERABILITY. 26 The term of this Agreement, is for a period of three years(s), commencing July 1, 2016 27 28 2016-118 1 through June 30, 2018 (with the option of two one-year extensions) on a month to month basis. 2 This Agreement may be terminated at any time by thirty (30) days written notice by either 3 party. The terms of this Agreement shall remain in force unless mutually amended. The 4 duration of this Agreement may be extended with the written consent of both parties. 5 4. INDEMNITY. 6 CITY agrees to indemnify and hold harmless VENDOR, its officers,agents and volunteers 7 from any and all claims, actions, or losses, damages and/or liability resulting from CITY's 8 negligent acts or omissions arising from the CITY's performance of its obligations under the 9 Agreement. 10 VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and 11 volunteers from any and all claims, actions, or losses, damages and/or liability resulting from 12 VENDOR's negligent acts or omissions arising from the VENDOR's performance of its 13 obligations under the Agreement. 14 In the event the CITY and/or the VENDOR is found to be comparatively at fault for any 15 claim, action, loss,or damage which results from their respective obligations under the Agreement 16 the CITY and/or VENDOR shall indemnify the other to the extent of its comparative fault. 17 5. INSURANCE 18 While not restricting or limiting the forgoing, during the term of this Agreement, 19 VENDOR shall maintain in effect policies of comprehensive public, general and automobile 20 liability insurance, in the amount of$1,000,000.00 combined single limit, and statutory worker's 21 compensation coverage and shall file copies of said policies with the CITY's Risk Manager prior 22 to undertaking any work under this Agreement. CITY shall be set forth as an additional named 23 insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to 24 the CITY shall require the insurer to notify CITY of any change or termination in the policy. 25 6. NON-DISCRIMINATION. 26 In the performance of this Agreement and in the hiring and recruitment of employees, 27 2 28 2016-118 1 VENDOR shall not discriminate on the basis of race,creed,color,religion, sex,physical handicap, 2 ethnic background or country of origin. 3 7. INDEPENDENT CONTRACTOR. 4 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 5 purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. 6 VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, 7 payroll deductions for VENDOR and its officers, agents,and employees,and all business licenses, 8 if any are required, in connection with the services to be performed hereunder. 9 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIRMENTS VENDOR warrants that it possesses or shall obtain, and maintain a business registration 10 certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, 11 12 qualifications, insurance and approval of whatever nature that is legally required of VENDOR to 13 practice its business or profession. 9. NOTICES 14 Any notice to be given pursuant to this Agreement shall be deposited with the United States 15 Postal Service, postage prepaid and addressed as follows: 16 17 TO THE CITY: City Finance Department 300 North"D" Street 18 San Bernardino CA 92418 Telephone: (909) 384-5242 19 20 TO THE VENDOR: Toshiba Business Solutions 9740 Irvine Boulevard 21 Irvine CA 92618 22 23 10. ATTORNEY'S FEES. 24 In the event that litigation is brought by any party in connection with this Agreement, the 25 prevailing party shall be entitled to recover from the opposing party all costs and expenses, 26 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its 27 3 28 2016-118 1 rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions 2 hereof. The costs, salary and expenses of the City Attorney and members of his office in 3 enforcing this Agreement on behalf of the CITY shall be considered "attorney's fees" for the 4 purposes of this paragraph. 5 11. ASSIGNMENT. 6 VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber 7 all or any part of the VENDOR's interest in this Agreement without CITY'S prior written consent. 8 Any attempted assignment,transfer, subletting or encumbrance shall be void and shall constitute a 9 breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's 10 consent,no subletting or assignment shall release VENDOR of VENDOR's obligation to perform 11 all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12 12. VENUE. 13 The parties hereto agree that all actions or proceedings arising in connection with this 14 Agreement shall be tried and litigated either in the State courts located in the County of San 15 Bernardino, State of California or the U.S. District Court for the Central District of California, 16 Riverside Division. The Aforementioned choice of venue is intended by the parties to be the 17 mandatory and not permissive in nature. 18 13. GOVERNING LAW 19 This Agreement shall be governed by the laws of the State of California. 20 14. SUCCESSORS AND ASSIGNS. 21 This Agreement shall be binding on and inure to the benefit of the parties to this Agreement 22 and their respective heirs, representatives, successors, and assigns. 23 15. HEADINGS. 24 The subject headings of the sections of this Agreement are included for the purposes of 25 convenience only and shall not affect the construction or the interpretation of any of its provisions. 26 27 4 28 2016-118 1 16. ENTIRE AGREEMENT; MODIFICATION. 2 This Agreement constitutes the entire agreement and the understanding between the 3 parties, and supersedes any prior agreements and understandings relating to the subject manner of 4 this Agreement. This Agreement may be modified or amended only by a written instrument 5 executed by all parties to this Agreement. 6 7 8 /// 9 /// 10 /// 11 12 13 14 /// 15 /// 16 /// 17 /// 18 19 20 21 22 23 24 /// 25 /// 26 /// 27 5 28 2016-118 1 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO 2 AND TOSHIBA BUSINESS SOLUTIONS 3 IN WITNESS THEREOF,the parties hereto have executed this Agreement on the day and 4 date set forth below. 5 6 Date: , 2016 TOSHIBA BUSINESS SOLUTIONS 7 8 By: 9 10 Date: , 2016 CITY OF SAN BERNARDINO 11 12 By. 13 Mark Scott, City Manager 14 15 ATTEST: 16 17 Georgeann"Gigi" Hanna, City Clerk 18 19 APPROVED AS TO FORM: 20 Gary D. Saenz, City Attorney 21 B 22 23 24 25 26 27 6 28 2016-118 B-8 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO 1 AND TOSHIBA BUSINESS SOLUTIONS 2 3 This Vendor Service Agreement is made and entered into this 20th day of June , 4 2016 ("Effective Date") by and between the CITY OF SAN BERNARDINO, a charter city 5 ("CITY") and Toshiba Business Solutions ("VENDOR"). 6 WITNESSETH: 7 WHEREAS,the Mayor and Common Council has determined that it is advantageous and 8 in the best interest of the CITY to acquire copier and related items and services pursuant to Section 9 3.04.010 B.2. of the Municipal Code which authorizes the CITY to utilize the bids for supplies, 10 materials and equipment where another governmental agency has established a price at which a 11 vendor is willing to sell to the CITY; and 12 WHEREAS,the County of San Bernardino did solicit and accept proposals and bids from 13 a number of vendors of such copier and related items and services; and 14 WHEREAS, it is in the best interests of the CITY to utilize the vendors approved and 15 authorized by the County of San Bernardino to provide such copier and related items and services. 16 NOW, THEREFORE,THE PARTIES AGREE AS FOLLOWS: 17 1. SCOPE OF SERVICES. 18 For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR 19 to provide those products and services as set forth in Exhibit "A" to this Resolution, entitled 20 "Request for Proposal, County of San Bernardino", dated January 16, 2015. 21 2. COMPENSATION AND EXPENSES. 22 a. For the services delineated above,the CITY, upon presentation of an invoice, shall 23 pay VENDOR the amount reflected in attached Exhibit"A." 24 b. No other expenditures made by VENDOR shall be reimbursed by CITY. 25 3. TERM; SEVERABILITY. 26 The term of this Agreement, is for a period of three years(s), commencing July 1, 2016 27 1 28 2016-118 1 through June 30, 2018 (with the option of two one-year extensions) on a month to month basis. 2 This Agreement may be terminated at any time by thirty (30) days written notice by either 3 party. The terms of this Agreement shall remain in force unless mutually amended. The 4 duration of this Agreement may be extended with the written consent of both parties. 5 4. INDEMNITY. 6 CITY agrees to indemnify and hold harmless VENDOR, its officers,agents and volunteers 7 from any and all claims, actions, or losses, damages and/or liability resulting from CITY's 8 negligent acts or omissions arising from the CITY's performance of its obligations under the 9 Agreement. 10 VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and 11 volunteers from any and all claims, actions, or losses, damages and/or liability resulting from 12 VENDOR's negligent acts or omissions arising from the VENDOR's performance of its 13 obligations under the Agreement. 14 In the event the CITY and/or the VENDOR is found to be comparatively at fault for any 15 claim, action, loss, or damage which results from their respective obligations under the Agreement 16 the CITY and/or VENDOR shall indemnify the other to the extent of its comparative fault. 17 5. INSURANCE 18 While not restricting or limiting the forgoing, during the term of this Agreement, 19 VENDOR shall maintain in effect policies of comprehensive public, general and automobile 20 liability insurance, in the amount of$1,000,000.00 combined single limit, and statutory worker's 21 compensation coverage and shall file copies of said policies with the CITY's Risk Manager prior 22 to undertaking any work under this Agreement. CITY shall be set forth as an additional named 23 insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to 24 the CITY shall require the insurer to notify CITY of any change or termination in the policy. 25 6. NON-DISCRIMINATION. 26 In the performance of this Agreement and in the hiring and recruitment of employees, 27 2 28 2016-118 1 VENDOR shall not discriminate on the basis of race,creed,color,religion, sex,physical handicap, 2 ethnic background or country of origin. 3 7. INDEPENDENT CONTRACTOR. 4 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 5 purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. 6 VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, 7 payroll deductions for VENDOR and its officers, agents,and employees,and all business licenses, 8 if any are required, in connection with the services to be performed hereunder. 9 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIRMENTS VENDOR warrants that it possesses or shall obtain, and maintain a business registration 10 certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, 11 qualifications, insurance and approval of whatever nature that is legally required of VENDOR to 12 13 practice its business or profession. 9. NOTICES 14 Any notice to be given pursuant to this Agreement shall be deposited with the United States 15 Postal Service, postage prepaid and addressed as follows: 16 17 TO THE CITY: City Finance Department 300 North"D" Street 18 San Bernardino CA 92418 Telephone: (909) 384-5242 19 20 TO THE VENDOR: Toshiba Business Solutions 9740 Irvine Boulevard 21 Irvine CA 92618 22 23 10. ATTORNEY'S FEES. 24 In the event that litigation is brought by any party in connection with this Agreement, the 25 prevailing party shall be entitled to recover from the opposing party all costs and expenses, 26 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its 27 3 28 2016-118 1 rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions 2 hereof. The costs, salary and expenses of the City Attorney and members of his office in 3 enforcing this Agreement on behalf of the CITY shall be considered "attorney's fees" for the 4 purposes of this paragraph. 5 11. ASSIGNMENT. 6 VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber 7 all or any part of the VENDOR's interest in this Agreement without CITY'S prior written consent. 8 Any attempted assignment,transfer, subletting or encumbrance shall be void and shall constitute a 9 breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's 10 consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform 11 all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12 12. VENUE. 13 The parties hereto agree that all actions or proceedings arising in connection with this 14 Agreement shall be tried and litigated either in the State courts located in the County of San 15 Bernardino, State of California or the U.S. District Court for the Central District of California, 16 Riverside Division. The Aforementioned choice of venue is intended by the parties to be the 17 mandatory and not permissive in nature. 18 13. GOVERNING LAW 19 This Agreement shall be governed by the laws of the State of California. 20 14. SUCCESSORS AND ASSIGNS. 21 This Agreement shall be binding on and inure to the benefit of the parties to this Agreement 22 and their respective heirs, representatives, successors, and assigns. 23 15. HEADINGS. 24 The subject headings of the sections of this Agreement are included for the purposes of 25 convenience only and shall not affect the construction or the interpretation of any of its provisions. 26 27 4 28 2016-118 1 16. ENTIRE AGREEMENT; MODIFICATION. 2 This Agreement constitutes the entire agreement and the understanding between the 3 parties, and supersedes any prior agreements and understandings relating to the subject manner of 4 this Agreement. This Agreement may be modified or amended only by a written instrument 5 executed by all parties to this Agreement. 6 /// 7 /// 8 9 10 11 /// 12 13 14 /// 15 /// 16 17 18 19 20 21 /// 22 /// 23 /// 24 /// 25 26 27 5 28 2016-118 1 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO 2 AND TOSHIBA BUSINESS SOLUTIONS 3 IN WITNESS THEREOF,the parties hereto have executed this Agreement on the day and 4 date set forth below. 5 6 Date: ' LY 1' , 2016 TOSHIBA BUSINESS SOLUTIONS 7 / By: / 8 9 10 Dater , 2016 CITY OF SAN BERNARDINO 11 12 By:/ Mark Scott, City Manager 13 14 15 ATTEST: 16 17 Georges "Gigi" 1-16kna, City Clerk 18 19 APPROVED AS TO FORM: 20 Gary D. Saenz, City Attorney 21 B 22 23 24 25 26 27 6 28 2016-118 B-9 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO 1 AND XEROX CORPORATION 2 3 This Vendor Service Agreement is made and entered into this 20th day of June 4 2016 ("Effective Date") by and between the CITY OF SAN BERNARDINO, a charter city 5 ("CITY") and Xerox Corporation("VENDOR"). 6 WITNESSETH: 7 WHEREAS,the Mayor and Common Council has determined that it is advantageous and 8 in the best interest of the CITY to acquire copier and related items and services pursuant to Section 9 3.04.010 13.2. of the Municipal Code which authorizes the CITY to utilize the bids for supplies, 10 materials and equipment where another governmental agency has established a price at which a 11 vendor is willing to sell to the CITY; and 12 WHEREAS,the County of San Bernardino did solicit and accept proposals and bids from 13 a number of vendors of such copier and related items and services; and 14 WHEREAS, it is in the best interests of the CITY to utilize the vendors approved and 15 authorized by the County of San Bernardino to provide such copier and related items and services. 16 NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 17 1. SCOPE OF SERVICES. 18 For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR 19 to provide those products and services as set forth in Exhibit "A" to this Resolution, entitled 20 "Request for Proposal, County of San Bernardino", dated January 16, 2015. 21 2. COMPENSATION AND EXPENSES. 22 a. For the services delineated above, the CITY, upon presentation of an invoice, shall 23 pay VENDOR the amount reflected in attached Exhibit"A." 24 b. No other expenditures made by VENDOR shall be reimbursed by CITY. 25 3. TERM; SEVERABILITY. 26 The term of this Agreement, is for a period of three years(s), commencing July 1, 2016 27 1 28 2016-118 1 through June 30, 2018 (with the option of two one-year extensions) on a month to month basis. 2 This Agreement may be terminated at any time by thirty(30) days written notice by either 3 party. The terms of this Agreement shall remain in force unless mutually amended. The 4 duration of this Agreement may be extended with the written consent of both parties. 5 4. INDEMNITY. 6 CITY agrees to indemnify and hold harmless VENDOR,its officers, agents and volunteers 7 from any and all claims, actions, or losses, damages and/or liability resulting from CITY's 8 negligent acts or omissions arising from the CITY's performance of its obligations under the 9 Agreement. 10 VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and 11 volunteers from any and all claims, actions, or losses, damages and/or liability resulting from 12 VENDOR's negligent acts or omissions arising from the VENDOR's performance of its 13 obligations under the Agreement. 14 In the event the CITY and/or the VENDOR is found to be comparatively at fault for any 15 claim,action, loss, or damage which results from their respective obligations under the Agreement 16 the CITY and/or VENDOR shall indemnify the other to the extent of its comparative fault. 17 5. INSURANCE 18 While not restricting or limiting the forgoing, during the term of this Agreement, 19 VENDOR shall maintain in effect policies of comprehensive public, general and automobile 20 liability insurance, in the amount of$1,000,000.00 combined single limit, and statutory worker's 21 compensation coverage and shall file copies of said policies with the CITY's Risk Manager prior 22 to undertaking any work under this Agreement. CITY shall be set forth as an additional named 23 insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to 24 the CITY shall require the insurer to notify CITY of any change or termination in the policy. 25 6. NON-DISCRIMINATION. 26 In the performance of this Agreement and in the hiring and recruitment of employees, 27 2 28 2016-118 1 VENDOR shall not discriminate on the basis of race,creed,color,religion,sex,physical handicap, 2 ethnic background or country of origin. 3 7. INDEPENDENT CONTRACTOR. 4 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 5 purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. 6 VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, 7 payroll deductions for VENDOR and its officers, agents,and employees,and all business licenses, 8 if any are required, in connection with the services to be performed hereunder. 9 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIRMENTS VENDOR warrants that it possesses or shall obtain, and maintain a business registration 10 certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, 11 12 qualifications, insurance and approval of whatever nature that is legally required of VENDOR to 13 practice its business or profession. 9. NOTICES 14 15 Any notice to be given pursuant to this Agreement shall be deposited with the United States 16 Postal Service, postage prepaid and addressed as follows: 17 TO THE CITY: City Finance Department 300 North"D" Street 18 San Bernardino CA 92418 Telephone: (909) 384-5242 19 20 TO THE VENDOR: Xerox Corporation 1851 E. First Street Suite 300 21 Santa Ana CA 92705 22 23 10. ATTORNEY'S FEES. 24 In the event that litigation is brought by any party in connection with this Agreement, the 25 prevailing party shall be entitled to recover from the opposing party all costs and expenses, 26 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its 27 3 28 2016-118 1 rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions 2 hereof. The costs, salary and expenses of the City Attorney and members of his office in 3 enforcing this Agreement on behalf of the CITY shall be considered "attorney's fees" for the 4 purposes of this paragraph. 5 11. ASSIGNMENT. 6 VENDOR shall not voluntarily or by operation of law assign,transfer, sublet or encumber 7 all or any part of the VENDOR's interest in this Agreement without CITY'S prior written consent. 8 Any attempted assignment,transfer, subletting or encumbrance shall be void and shall constitute a 9 breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's 10 consent,no subletting or assignment shall release VENDOR of VENDOR's obligation to perform 11 all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12 12. VENUE. 13 The parties hereto agree that all actions or proceedings arising in connection with this 14 Agreement shall be tried and litigated either in the State courts located in the County of San 15 Bernardino, State of California or the U.S. District Court for the Central District of California, 16 Riverside Division. The Aforementioned choice of venue is intended by the parties to be the 17 mandatory and not permissive in nature. 18 13. GOVERNING LAW 19 This Agreement shall be governed by the laws of the State of California. 20 14. SUCCESSORS AND ASSIGNS. 21 This Agreement shall be binding on and inure to the benefit of the parties to this Agreement 22 and their respective heirs, representatives, successors, and assigns. 23 15. HEADINGS. 24 The subject headings of the sections of this Agreement are included for the purposes of 25 convenience only and shall not affect the construction or the interpretation of any of its provisions. 26 27 4 28 2016-118 1 16. ENTIRE AGREEMENT; MODIFICATION. 2 This Agreement constitutes the entire agreement and the understanding between the 3 parties, and supersedes any prior agreements and understandings relating to the subject manner of 4 this Agreement. This Agreement may be modified or amended only by a written instrument 5 executed by all parties to this Agreement. 6 7 8 /// 9 /// 10 11 12 /// 13 /// 14 15 16 /// 17 /// 18 19 20 /// 21 /// 22 /// 23 /// 24 /// 25 /// 26 27 5 28 2016-118 B-9 1 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND XEROX CORPORATION 2 3 IN WITNESS THEREOF,the parties hereto have executed this Agreement on the day and 4 date set forth below. 5 6 Date: 92016 XEROX CORPORATION 7 8 By: 9 10 11 Date: 12016 CITY OF SAN BERNARDINO 12 By: 13 Mark Scott, City Manager 14 15 ATTEST: 16 17 Georgeann"Gigi" Hanna, City Clerk 18 19 20 APPROVED AS TO FORM: Gary D. Saenz, City Attorney 21 22 23 24 25 26 27 6 28 2016-118 B-9 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO 1 AND XEROX CORPORATION 2 3 This Vendor Service Agreement is made and entered into this 20th day of June 4 2016 ("Effective Date") by and between the CITY OF SAN BERNARDINO, a charter city 5 ("CITY") and Xerox Corporation("VENDOR"). 6 WITNESSETH: 7 WHEREAS,the Mayor and Common Council has determined that it is advantageous and 8 in the best interest of the CITY to acquire copier and related items and services pursuant to Section 9 3.04.010 B.2. of the Municipal Code which authorizes the CITY to utilize the bids for supplies, 10 materials and equipment where another governmental agency has established a price at which a 1 I vendor is willing to sell to the CITY; and 12 WHEREAS,the County of San Bernardino did solicit and accept proposals and bids from 13 a number of vendors of such copier and related items and services; and 14 WHEREAS, it is in the best interests of the CITY to utilize the vendors approved and 15 authorized by the County of San Bernardino to provide such copier and related items and services. 16 NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 17 1. SCOPE OF SERVICES. 18 For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR 19 to provide those products and services as set forth in Exhibit "A" to this Resolution, entitled 20 "Request for Proposal, County of San Bernardino", dated January 16, 2015. 21 2. COMPENSATION AND EXPENSES. 22 a. For the services delineated above,the CITY, upon presentation of an invoice, shall 23 pay VENDOR the amount reflected in attached Exhibit"A." 24 b. No other expenditures made by VENDOR shall be reimbursed by CITY. 25 3. TERM; SEVERABILITY. 26 The term of this Agreement, is for a period of three years(s), commencing July 1, 2016 27 28 2016-118 1 through June 30, 2018 (with the option of two one-year extensions) on a month to month basis. 2 This Agreement may be terminated at any time by thirty (30) days written notice by either 3 party. The terms of this Agreement shall remain in force unless mutually amended. The 4 duration of this Agreement may be extended with the written consent of both parties. 5 4. INDEMNITY. 6 CITY agrees to indemnify and hold harmless VENDOR,its officers, agents and volunteers 7 from any and all claims, actions, or losses, damages and/or liability resulting from CITY's 8 negligent acts or omissions arising from the CITY's performance of its obligations under the 9 Agreement. 10 VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and 11 volunteers from any and all claims, actions, or losses, damages and/or liability resulting from 12 VENDOR's negligent acts or omissions arising from the VENDOR's performance of its 13 obligations under the Agreement. 14 In the event the CITY and/or the VENDOR is found to be comparatively at fault for any 15 claim, action, loss, or damage which results from their respective obligations under the Agreement 16 the CITY and/or VENDOR shall indemnify the other to the extent of its comparative fault. 17 5. INSURANCE 18 While not restricting or limiting the forgoing, during the term of this Agreement, 19 VENDOR shall maintain in effect policies of comprehensive public, general and automobile 20 liability insurance, in the amount of$1,000,000.00 combined single limit, and statutory worker's 21 compensation coverage and shall file copies of said policies with the CITY's Risk Manager prior 22 to undertaking any work under this Agreement. CITY shall be set forth as an additional named 23 insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to 24 the CITY shall require the insurer to notify CITY of any change or termination in the policy. 25 6. NON-DISCRIMINATION. 26 In the performance of this Agreement and in the hiring and recruitment of employees, 27 2 28 2016-118 1 rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions 2 hereof. The costs, salary and expenses of the City Attorney and members of his office in 3 enforcing this Agreement on behalf of the CITY shall be considered "attorney's fees" for the 4 purposes of this paragraph. 5 11. ASSIGNMENT. 6 VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber 7 all or any part of the VENDOR's interest in this Agreement without CITY'S prior written consent. 8 Any attempted assignment,transfer, subletting or encumbrance shall be void and shall constitute a 9 breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's 10 consent,no subletting or assignment shall release VENDOR of VENDOR's obligation to perform 11 all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12 12. VENUE. 13 The parties hereto agree that all actions or proceedings arising in connection with this 14 Agreement shall be tried and litigated either in the State courts located in the County of San 15 Bernardino, State of California or the U.S. District Court for the Central District of California, 16 Riverside Division. The Aforementioned choice of venue is intended by the parties to be the 17 mandatory and not permissive in nature. 18 13. GOVERNING LAW 19 This Agreement shall be governed by the laws of the State of California. 20 14. SUCCESSORS AND ASSIGNS. 21 This Agreement shall be binding on and inure to the benefit of the parties to this Agreement 22 and their respective heirs, representatives, successors, and assigns. 23 15. HEADINGS. 24 The subject headings of the sections of this Agreement are included for the purposes of 25 convenience only and shall not affect the construction or the interpretation of any of its provisions. 26 27 4 28 2016-118 1 VENDOR shall not discriminate on the basis of race,creed,color,religion,sex,physical handicap, 2 ethnic background or country of origin. 3 7. INDEPENDENT CONTRACTOR. 4 VENDOR shall perform work tasks provided by this Agreement, but for all intents and 5 purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. 6 VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, 7 payroll deductions for VENDOR and its officers, agents,and employees,and all business licenses, 8 if any are required, in connection with the services to be performed hereunder. 9 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIRMENTS 10 VENDOR warrants that it possesses or shall obtain, and maintain a business registration 11 certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, 12 qualifications, insurance and approval of whatever nature that is legally required of VENDOR to 13 practice its business or profession. 9. NOTICES 14 15 Any notice to be given pursuant to this Agreement shall be deposited with the United States 16 Postal Service, postage prepaid and addressed as follows: 17 TO THE CITY: City Finance Department 300 North"D" Street 18 San Bernardino CA 92418 Telephone: (909) 384-5242 19 20 TO THE VENDOR: Xerox Corporation 1851 E. First Street Suite 300 21 Santa Ana CA 92705 22 23 10. ATTORNEY'S FEES. 24 In the event that litigation is brought by any party in connection with this Agreement, the 25 prevailing party shall be entitled to recover from the opposing party all costs and expenses, 26 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its 27 3 28 2016-118 1 16. ENTIRE AGREEMENT; MODIFICATION. 2 This Agreement constitutes the entire agreement and the understanding between the 3 parties, and supersedes any prior agreements and understandings relating to the subject manner of 4 this Agreement. This Agreement may be modified or amended only by a written instrument 5 executed by all parties to this Agreement. 6 /// 7 /// 8 /// 9 10 12 13 14 /// 15 /// 16 /// 17 /// 18 19 20 21 /// 22 /// 23 /// 24 /// 25 /// 26 /// 27 5 28 2016-118 B-9 1 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND XEROX CORPORATION 2 3 IN WITNESS THEREOF,the parties hereto have executed this Agreement on the day and 4 date set forth below. 5 6 Date: ��Y 7-'y , 2016 XEROX CORPORATION 7 8 By: 9 10 11 Date: 7tt, , 2016 CITY OF SAN BERNARDINO 12 By: PVUX �1 & 13 Mark Scott, City Manager 14 15 ATTEST: 16 George "Gigi" a, City Clerk 18 19 20 APPROVED AS TO FORM: Gary D. Saenz, City Attorney 21 22 B � . 23 24 25 26 27 6 28 XEROX AMENDMENT NO.1 TO CITY OF SAN BERNARDINO VENDOR SERVICE AGREEMENT REFERENCE# 153859(COUNTY OF SAN BERNARDINO) This Amendment("Amendment')amends the Vendor Service Agreement between the City of San Bernardino ("San Bernardino")and Xerox Corporation ("Xerox or Vendor"). The parties agree that the Vendor Service Agreement is modified as described below: 1. Section 1. Scope of Services, is deleted in its entirety and replaced as follows: 111. SCOPE OF SERVICES. For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR to provide those products and services set forth in the County of San Bernardino contract K153859 attached herewith as Exhibit "A". Except as specifically set forth in this contract, the terms and conditions of the County of San Bernardino Contract K153859 will apply." 2. Except as specified in this Amendment, the Vendor Service Agreement shall remain as stated. In the event of a conflict between the terms and conditions of the Vendor Service Agreement and this Amendment, this Amendment will control. City of San Bernardino Xerox Corporation 4�?Le Signature Signature Name(Please Print) Name(Please Print) 0 Title Title J 3V I Date Date Vendor Service Agreement—Amendment#1 Page 1 of 1 RT(10/2016)