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Home My WebLink About2017-1701 2 3 4 5 6 7 8 9 10 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26' 27 28 RESOLUTION NO. 2017-170 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING THE EXECUTION OF AN AGREEMENT AND ISSUANCE OF AN ANNUAL PURCHASE ORDER TO CLEAN ENERGY FOR LIQUEFIED NATURAL GAS AND MAINTENANCE BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. Clean Energy was the lowest responsive bidder to RFQ17-18. SECTION 2. The City Manager is hereby authorized and directed to execute on behalf of the City an Agreement between the City of San Bernardino and Clean Energy, a copy of which is attached hereto as Exhibit `'A" and incorporated herein by reference as fully as though set forth at length. 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING THE EXECUTION OF AN AGREEMENT AND ISSUANCE OF AN ANNUAL PURCHASE ORDER TO CLEAN ENERGY FOR LIQUIFIED NATUARL GAS AN D MAINTENANCE I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and City Council of the City of San Bernardino at a Joint Regular Meeting thereof, held on the 6th day of September 2017, by the following vote, to wit: Council Members: MARQUEZ BARRIOS VALDIVIA SHORETT NICKEL RICHARD MULVIHILL AYES NAYS xs x x x XM x ABSTAIN ABSENT x George Hanna, C ., City Clerk The foregoing Resolution is hereby approved this 6th day of September 2017. v� R. Carey Davi Mayor City of San B rnardino Approved as to form: Gary D. Saenz, City Attorney BCL 2 VENDOR SERVICE AGREEMENT This Vendor Service Agreement is entered into this 1St day of April 2018, by and between the City of San Bernardino and Clean Energy ("VENDOR") WITNESSETH: WHEREAS, the Mayor and Common Council has determined that it is advantageous and in the best interest of the CITY to contract for suppling RLNG/LNG fuel and Preventive Maintenance and repairs to the LNG & CNG Plant. WHEREAS, Clean Energy is the leading provider of natural gas for transportation in North America They provide maintenance services, parts supply, engineering supports. NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR to provide those products and services as set forth in Bid Specification No. (RFQ) F- 17-18. 2. COMPENSATION AND EXPENSES. a. For the services delineated above, the CITY, upon presentation of an invoice, shall pay the VENDOR the amount not to exceed $204,940.00 for suppling LNG fuel and Preventive Maintenance and repairs. b. No other expenditures made by VENDOR shall be reimbursed by CITY, 3. TERM; SEVERABILITY. The term of this Agreement shall be for a period of one year with three single year renewals at the City's option. This Agreement may be terminated at any time by thirty (30) days written notice by either party. The terms of this Agreement shall remain in force unless mutually amended. The duration of this Agreement may be extended with the written consent of both parties. 4. INDEMNITY. CITY agrees to indemnify and hold harmless VENDOR, its officers, agents and volunteers from any and all claims, actions, or losses, damages and/or liability resulting from CITY's negligent acts or omissions arising from the CITY's performance of its obligations under the Agreement. VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and volunteers from any and all claim, actions, or losses, damages and/or liability resulting from VENDOR's negligent acts or omissions arising from the VENDOR's performance of its obligations under the Agreement. In the event the CITY and/or the VENDOR is found to be comparatively at fault for any claim, action, loss, or damage arising from the performance of their respective obligations under the Agreement, the CITY and/or VENDOR shall indemnify the other to the extent of this comparative fault. 5. INSURANCE. While not restricting or limiting the forgoing, during the term of this Agreement, VENDOR shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory worker's compensation coverage, and shall file copies of said policies with the CITY's Risk Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY of any change or termination in the policy. 6. NON-DISCRIMINATION. In the performance of this Agreement and in the hiring and recruitment of employees, VENDOR shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical conditions, marital status, sexual gender or sexual orientation, or any other status protected by law, except as permitted pursuant to Section 12940 of the California Government Code. 7. INDEPENDENT CONTRACTOR. VENDOR shall perform work tasks provided by this Agreement, but for all intents and purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for VENDOR and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. VENDOR warrants that it possesses or shall obtain, and maintain a business registration certificate pursuant to Chapter 5 of the Municipal Code, and any other license, permits, qualifications, insurance and approval of whatever nature that are legally required of VENDOR to practice its business or profession. Ill lIl 9. NOTICES. Any notices to be given pursuant to this Agreement shall be deposited with the United States Postal Service, postage prepaid and addressed as follows: TO THE CITY: Public Works — Fleet Division 182 South Sierra Way San Bernardino, CA 92408 Telephone: (909) 384-5220 TO THE VENDOR: Clean Energy 4675 Mac Arthur Court Suite 800 Newport Beach CA 92660 Telephone: (949) 437.1000 10. ATTORNEYS' FEES In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. The costs, salary and expenses of the City Attorney and members of his office in connection with that litigation shall be considered as "attorneys' fees" for the purposes of this paragraph. 11. ASSIGNMENT. VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. 13. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. 15. HEADINGS. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its provisions. 16. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supersedes any prior agreements and understandings relating to the subject manner of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: Z7(11/ , 20 / , Dated � _, 2017 00 2 Approved as to Form: Gary D. Saenz, City Attorney VENDOR. ; L�O� BY: �l Its:,CJ-�'' r CITY OF N BERNA D04 O By: y Andrea Miller, City Manager ATTEST: Georgeann HOna: CMC, City Cierk