HomeMy WebLinkAbout2017-2331
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RESOLUTION NO. 2017-233
RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN
BERNARDINO, CALIFORNIA, AUTHORIZING THE CITY MANAGER TO
EXECUTE A VENDOR SERVICE AGREEMENT WITH EPSILON ENGINEERING
FOR THE BOARDING UP OF ENTRANCES AND WINDOWS AT CAROUSEL
MALL; AMENDING THE FISCAL YEAR 2017/18 ADOPTED BUDGET TO
APPROPRIATE $250,000 OF THE TAX ALLOCATION BONDS SERIES 2010A FOR
THE CAROUSEL MALL CLOSURE AND REDEVELOPMENT AND ESTABLISH
AN ACCOUNT FOR TRACKING BOND EXPENDITURES; AND AUTHORIZING
THE DIRECTOR OF FINANCE TO ISSUE A PURCHASE ORDER TO EPSILON
ENGINEERING TO BOARD UP THE CAROUSEL MALL ENTRANCES AND
WINDOWS
WHEREAS, pursuant to Health and Safety Code (the "HSC") § 34172 (1) (1), the
Redevelopment Agency of the City of San Bernardino was dissolved on February 1, 2012;
and
WHEREAS, On September 15, 2015, the Successor Agency submitted its Oversight
Board -approved Long -Range Property Management Plant (the "LRPMP") to the Califon7ia
Department of Finance (the "DOF"); and
WHEREAS, on December 31, 2015, the DOF approved the Successor Agency's
LRPMP recommending the transfer of future development sites including the Carousel Mall
I to the City; and
WHEREAS, on March 21, 2016, the Bond Expenditure Agreement was approved
between the Successor Agency to the Redevelopment Agency of the City of San Bernardino
and the City of San Bernardino allowing for the transfer of Excess Bond Proceeds from the
San Bernardino Joint Powers Financing Authority Tax Allocations Bonds Series 2010A (4h
Street Corridor Project -Federally Taxable Recovery Zone Economic Development Bonds)
("2010A TABS") under Resolution No. 2016-64 and 2016-65; and
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WHEREAS, on August 5, 2016, the Carousel Mall property was transferred from the
Successor Agency of the City of San Bernardino pursuant to the LRPMP under Resolution
No. 2.016-164; and
WHEREAS, on August 5, 2016, the City accepted the transfer of the Carousel Mall
property from the Successor Agency of the City of San Bernardino pursuant to the LRPMP
under Resolution No. 2016-165; and
WHEREAS, on July 25, 2017 the Carousel Mall was closed; and
WHEREAS, On October 9, 2017 a formal bid was solicited and notices were posted
on the City's website and printed in the San Bernardino County Sun Newspaper; and
WHEREAS, the bids were opened publicly on October 9, 2017 at 7:00 a.m.; and,
WHEREAS, Epsilon Engineering located at 25268 Bronze Dr., Moreno Valley,
California 92557, was determined to have submitted the lowest responsive bid for purposes of
the boarding up of entrances and windows at the Carousel Mall pursuant to RFQ-F-17-34.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. A contract is hereby awarded to Epsilon Engineering in an amount not
to exceed $66,059.00, which includes a 10 percent contingency of $6,005.00.
SECTION 2. All other bids, therefore, are hereby rejected.
SECTION 3. The City Manager or her designee is hereby authorized and directed to
execute a Vendor Service Agreement with Epsilon Engineering, a copy of which is attached
hereto and incorporated herein by reference as though set forth at length and marked as
Exhibit "A".
SECTION 4. The Director of Finance or his designee is directed to issue a Purchase
Order to Epsilon Engineering for a total amount not to exceed $66,059 including a 10 percent
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contingency of $6,005.00. The Purchase Order shall reference this Resolution, state that it is
for the boarding up of entrances and windows at the Carousel Mall, and incorporate the terms
and conditions of the Agreement.
SECTION 5. The Director of Finance or his designee is directed to amend the FY
2017/18 Adopted Budget to appropriate $250,000.00 of the 2010A TABS for the Carousel
Mall closure and redevelopment and establish an account for tracking bond expenditures.
SECTION 6. This contract and any amendment or modifications thereto shall not
take effect or become operative until fully signed and executed by the parties and no party
shall be obligated hereunder until the time of such full execution. No oral agreements,
amendments, modifications or waivers are intended or authorized and shall not be implied
from any act or course of conduct of any party.
SECTION 7. The authorization to execute this contract is rescinded if the parties to
the contract fail to execute it within sixty (60) days of passage of this Resolution.
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RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN
BERNARDINO, CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE A
VENDOR SERVICE AGREEMENT WITH EPSILON ENGINEERING FOR THE
BOARDING UP OF ENTRANCES AND WINDOWS AT CAROUSEL MALL; AMENDING
THE FISCAL YEAR 2017/18 ADOPTED BUDGET TO APPROPRIATE $250,000 OF THE
TAX ALLOCATION BONDS SERIES 2010A FOR THE CAROUSEL MALL CLOSURE AND
REDEVELOPMENT AND ESTABLISH AN ACCOUNT FOR TRACKING BOND
EXPENDITURES; AND AUTHORIZING THE DIRECTOR OF FINANCE TO ISSUE A
PURCHASE ORDER TO EPSILON ENGINEERING TO BOARD UP THE CAROUSEL
MALL ENTRANCES AND WINDOWS
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 December 2017, by the following vote, to wit:
Council Members: AYES NAYS ABSTAIN ABSENT
MARQUEZ X
BARRIOS X(S)
VALDIVIA X(M)
SHORETT X
NICKEL X
RICHARD X
MULVIHILL X
GeorgeE i Hanna, C C, City Clerk
The foregoing Resolution is hereby approved this 6h day of December 2017.
i jW
R. Carey Da s, Mayor
City of San ernardino
Approved as to form:
Gary D. Saenz, City Attorney
By: 1
4
EXHIBIT "A"
VENDOR SERVICES AGREEMENT
City of San Bernardino
and
Epsilon Engineering
CITY: CITY OF SAN BERNARDINO
290 North "D" Street, 3rd Floor
San Bernardino, California 92401
Vendor: Epsilon Engineering
General Contractor A,B 831536
25268 Bronze Drive
Moreno Valley, CA 92557
SERVICES: Board up of entrances and windows at Carousel Mall
AMOUNT: $60,053.00 plus $6,005 contingency
EXPIRATION DATE: June 30, 2018
MANAGING DEPARTMENT: Public Works
EXHIBIT "A"
VENDOR SERVICES AGREEMENT
This Vendor Services Agreement is entered into by and between the City of San
Bernardino, a charter city and municipal corporation (City), and Epsilon Engineering
(Vendor).
RECITALS
WHEREAS, City wishes to board up the entrances and windows to the Carousel
Mall (the "Project");
WHEREAS, City issued a Request for Proposals, RFP F-17-34, to solicit competitive
bids for the Project;
WHEREAS, Vendor was the lowest responsive responsible bidder for the Project;
WHEREAS, City and Vendor (collectively, the Parties) wish to enter into an
agreement whereby City will retain Vendor for the Project.
NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is
acknowledged, City and Vendor agree as follows:
ARTICLE I
SCOPE OF AGREEMENT AND AGREEMENT MANAGEMENT
1.0 Scope of Agreement. This scope of the entire agreement between the parties is
described in the Agreement Documents. The Agreement Documents are comprised of the
Request for Proposal or other solicitation document (Solicitation); the successful bid or
proposal; the letter awarding the Agreement to Vendor; the City's written acceptance of
exceptions or clarifications to the Solicitation, if any; and this Vendor Services Agreement
(Agreement) including any exhibits hereto.
1.1 Scope of Services. Vendor shall provide the board up services (Services) as described
in the Agreement Documents described above and incorporated herein by this reference.
1.2 Duty to Inform City of Changes in Scope of Services. Vendor shall immediately
advise the City in writing of any anticipated change in the Services, stipulated
remuneration, or time schedule, and shall obtain the City's written consent to the change
prior to making any changes. In no event shall the City's consent be construed to relieve
Vendor from its duty to render all Services in accordance with applicable law and industry
standards.
1.3 Agreement Non -Exclusive. Vendor acknowledges that City may enter into
agreements with other Vendors for services similar to the Services or may have its own
employees perform services similar to the Services.
pg. 1
Vendor Services Agreement
Epsilon Engineering — Carousel Mall Board Up
EXHIBIT "A"
1.4 Agreement Interpretation. The Agreement Documents completely describe the
Services. Contractor will provide any services that may reasonably be inferred from the
Agreement Documents or from prevailing custom or trade usage as being required to
produce the intended result whether or not specifically called for or identified in the
Agreement Documents. Words or phrases which have a well-known technical or
construction industry or trade meaning and are used to describe Services will be
interpreted in accordance with that meaning unless a definition has been provided in the
Agreement Documents.
1.5 Order of Precedence. In resolving conflicts resulting from errors or discrepancies in
any of the Agreement Documents, the terms of this Agreement shall prevail over any
inconsistent provision in any other Agreement Document, including exhibits to this
Agreement.
1.6 City Manager. The City Manager, or her designee named below in Section 1.7, is the
authorized representative of the City for purposes of this Agreement, and has the
responsibilities described in this Agreement, in the San Bernardino Charter, and in
Chapter 3.04 of the San Bernardino Municipal Code. The City Manager must sign all
Agreement amendments.
1.7 Notices. Unless otherwise specified, in all cases where written notice is required
under this Agreement, service shall be deemed sufficient if the notice is personally
delivered or deposited in the United States mail, with first class postage paid, attention to
the City Manager. Proper notice is effective on the date of personal delivery or five (5) days
after deposit in a United States postal mailbox unless provided otherwise in the Agreement.
Notices for each party shall be sent to:
FOR THE CITY: FOR THE VENDOR:
Rick Moreno, Public Works Manager Epsilon Engineering
City of San Bernardino 25268 Bronze Drive
290 North "D" Street, 3rd Floor Moreno Valley, CA 92557
San Bernardino, CA 92418
ARTICLE II
TERM OF AGREEMENT
2.0 Term. This Agreement shall be for a period of approximately seven (7) months
beginning on the Effective Date, defined below in Section 2.1, through June 30, 2018. City
may, in its sole discretion, extend this Agreement for one (1) year. Unless otherwise
terminated, this Agreement shall be effective until completion of the Scope of Services or
June 30, 2018, whichever is earliest.
2.1 Effective Date. This Agreement shall be effective on the date it is executed by the
last Party to sign the Agreement, and approved as to form by the City Attorney.
pg. 2
Vendor Services Agreement
Epsilon Engineering — Carousel Mall Board Up
EXHIBIT "A"
2.2 Agreement Extension. The City Manager may, in her sole discretion, unilaterally
extend the Agreement on a month-to-month basis following Agreement expiration. Vendor
shall not increase its pricing described in Exhibit A without prior express written consent
from the City Manager.
ARTICLE III
SUSPENSION AND TERMINATION
3.0 City's Right to Suspend for Convenience. City may suspend all or any portion of
Vendor's performance under this Agreement at its sole option and for its convenience for a
reasonable period of time not to exceed six (6) months. City must first give ten (10) days'
written notice to Vendor of such suspension. City will pay to Vendor a sum equivalent to
the reasonable value of the services satisfactorily provided up to the date of suspension.
City may rescind the suspension prior to or at six (6) months by providing Vendor with
written notice of the rescission, at which time Vendor would be required to resume
performance in compliance with the terms and conditions of this Agreement. Vendor will be
entitled to an extension of time to complete performance under the Agreement equal to the
length of the suspension unless otherwise agreed to in writing by the Parties.
3.1 City's Right to Terminate for Convenience. City may, at its sole option and for its
convenience, terminate all or any portion of this Agreement by giving thirty (30) days'
written notice of such termination to Vendor. The termination of the Agreement shall be
effective upon receipt of the notice by Vendor. After termination of all or any portion of the
Agreement, Vendor shall: (1) immediately discontinue all affected performance (unless the
notice directs otherwise); and (2) complete any and all additional work necessary for the
orderly filing of documents and closing of Vendor's affected performance under the
Agreement. After filing of documents and completion of performance, Vendor shall deliver
to City all data, drawings, specifications, reports, estimates, summaries, and such other
information and materials created or received by Vendor in performing this Agreement,
whether completed or in process. By accepting payment for completion, filing, and
delivering documents as called for in this section, Vendor discharges City of all of City's
payment obligations and liabilities under this Agreement with regard to the affected
performance.
3.2 City's Right to Terminate for Default. Vendor's failure to satisfactorily perform any
obligation required by this Agreement constitutes a default. Examples of default include a
determination by City that Vendor has: (1) failed to perform the services of the required
quality or within the time specified; (2) failed to perform any of the obligations of this
Agreement; and (3) failed to make sufficient progress in performance which may jeopardize
full performance.
3.2.1 If Vendor fails to satisfactorily cure a default within ten (10) calendar days of
receiving written notice from City specifying the nature of the default, City
may immediately cancel and/or terminate this Agreement, and terminate
each and every right of Vendor, and any person claiming any rights by or
through Vendor under this Agreement.
pg. 3
Vendor Services Agreement
Epsilon Engineering — Carousel Mall Board Up
EXHIBIT "A"
3.2.2 If City terminates this Agreement, in whole or in part, City may procure,
upon such terms and in such manner as the City Manager may deem
appropriate, equivalent services and Vendor shall be liable to City for any
excess costs. Vendor shall also continue performance to the extent not
terminated.
3.3 Termination for Bankruptcy or Assignment for the Benefit of Creditors. If Vendor
files a voluntary petition in bankruptcy, is adjudicated bankrupt, or makes a general
assignment for the benefit of creditors, the City may at its option and without further notice
to, or demand upon Vendor, terminate this Agreement, and terminate each and every right
of Vendor, and any person claiming rights by and through Vendor under this Agreement.
3.4 Vendor's Right to Payment Following Agreement Termination.
ation.
3.4.1 Termination for Convenience. If the termination is for the convenience of City
an equitable adjustment in the Agreement price shall be made. No amount
shall be allowed for anticipated profit on unperformed services, and no
amount shall be paid for an as needed Agreement beyond the Agreement
termination date.
3.4.2 Termination for Default. If, after City gives notice of termination for failure
to fulfill Agreement obligations to Vendor, it is determined that Vendor had
not so failed, the termination shall be deemed to have been effected for the
convenience of City. In such event, adjustment in the Agreement price shall
be made as provided in Section 3.1. City's rights and remedies are in addition
to any other rights and remedies provided by law or under this Agreement.
3.5 Remedies Cumulative. City's remedies are cumulative and are not intended to be
exclusive of any other remedies or means of redress to which City may be lawfully entitled
in case of any breach or threatened breach of any provision of this Agreement.
ARTICLE IV
COMPENSATION
4.0 Invoice Date. Vendor must submit invoices for services to City by the 101h day of the
month following the month in which Vendor provided services.
4.1 Manner of Payment. Vendor will be paid monthly, in arrears, for services provided
in accordance with the terms and conditions specified in the Agreement within forty-five
(45) days of receiving an invoice. City shall pay Vendor in accordance with the terms
contained within Exhibit A. Vendor is not entitled to fees, including fees for expenses, that
exceed the amounts specified in Exhibit A.
4.2 Invoice Detail. Vendor's invoice must be on Vendor's stationary with Vendor's name,
address, and remittance address if different. Vendor's invoice must have a date, an invoice
number, a purchase order number, a description of the services provided, and an amount
due. Invoices must include the address of the location where services were performed and
pg. 4
Vendor Services Agreement
Epsilon Engineering — Carousel Mall Board Up
EXHIBIT "A"
the dates in which services were provided. Vendor shall also submit one statement of
progress with the invoice and at least once per calendar month to the City to the City
Manager. Vendor shall include with each statement of progress a description of completed
Services, reasonably related expenses, if any, and all other information, including but not
limited to the progress percentage of the Scope of Services and/or deliverables completed
prior to the reporting date, as required by the City.
4.3 Amount of Compensation. City shall pay Vendor for performance of all Services
rendered in accordance with this Agreement, including, fees for Additional Services, as
defined below, and out-of-pocket expenses (Expenses), in an amount not to exceed SIXTY
THOUSAND FIFTY THREE DOLLARS ($60,053) with an additional SIX THOUSAND
FIVE DOLLARS ($6,005) authorized as contingency for Additional Services as defined
below.
4.4 Additional Services. City may require Vendor to perform additional Services beyond
those described in the Scope of Services (Additional Services). Before Vendor commences
such work, the Parties must agree in writing upon a fee for the Additional Services,
including reasonably related expenses, in accordance with Section 4.3. City will not pay
Vendor for Additional Services unless Vendor receives prior written authorization from the
City Manager. Failure to do so will result in payment being withheld for services. If
approved, Vendor will separately invoice for all Additional Services and include a copy of
the City Manager's written authorization.
4.5 Additional Costs. Additional Costs are costs that can be reasonably determined to be
related to Vendor's errors or omissions. Vendor shall not be paid for the Services required
due to the Vendor's errors or omissions, and Vendor shall be responsible for any Additional
Costs incurred by the City, including overhead, associated with such errors or omissions.
These Additional Costs may be deducted from monies due, or that become due, to Vendor.
Whether or not there are any monies due, or becoming due, Vendor shall reimburse City for
Additional Costs due to Vendor's errors or omissions.
4.6 Eighty Percent Notification. Vendor shall promptly notify City in writing of any
potential cost overruns. Cost overruns include, but are not limited to the following: (1)
where anticipated costs to be incurred in the next sixty calendar days, when added to all
costs previously incurred, will exceed 80 percent of the maximum compensation for this
Agreement; or (2) where the total cost for performance of the Scope of Services appears that
it may be greater than the maximum compensation for this Agreement.
4.7 Annual Appropriation of Funds. Vendor acknowledges that the Agreement term may
extend over multiple City fiscal years, and that work and compensation under this
Agreement is contingent on the Mayor and City Council appropriating funding for and
authorizing such work and compensation for those fiscal years. This Agreement may be
terminated at the end of the fiscal year for which sufficient funding is not appropriated and
authorized. City is not obligated to pay Vendor for any amounts not duly appropriated and
authorized by Mayor and City Council.
pg. 5
Vendor Services Agreement
Epsilon Engineering — Carousel Mall Board Up
EXHIBIT "A"
ARTICLE V
VENDOR'S OBLIGATIONS
5.0 Right to Audit. City retains the right to review and audit, and the reasonable right
of access to Vendor's and any Subcontractor's premises, to review and audit Vendor's or
Subcontractor's compliance with the provisions of this Agreement (City's Right). City's
Right includes the right to inspect, photocopy, and retain copies of any and all books,
records, documents and any other information (Records) relating to this Agreement outside
of Vendor's premises if deemed necessary by City in its sole discretion. City shall keep these
Records confidential to the extent permitted by law.
5.1 Audit. City's Right includes the right to examine Records of procedures and practices
that City determines are necessary to discover and verify that Vendor or Subcontractor is in
compliance with all requirements under this Agreement.
5.2 Cost Audit. If there is a claim for additional compensation or for Additional Services,
the City's Right includes the right to Records that the City determines are necessary to
discover and verify all direct and indirect costs, of whatever nature, which are claimed to
have been incurred, or anticipated to be incurred.
5.3 Accounting Records. Vendor and all subcontractors shall maintain complete and
accurate Records in accordance with generally accepted accounting practices. Vendor and
Subcontractors shall make available to City for review and audit all Records relating to the
Services. Upon City's request, Vendor and Subcontractors shall submit exact duplicates of
originals of all requested records to City.
5.4 Subcontractors. Vendor's hiring or retaining of any third parties (Subcontractors) to
perform Services (Subcontractor Services) is subject to City's prior written approval. Vendor
shall list all Subcontractors known to Vendor on the Subcontractor List at the time this
Agreement is entered.
5.4.1 City's Right Binding on Subcontractors. Vendor shall include City's Right as
described in this Section 5.0 in any and all of their subcontracts, and shall
ensure that these sections are binding upon all Subcontractors.
5.4.2 Subcontractor Contract. Vendor shall require Subcontractor to obtain and
maintain insurance policies as required by City for the duration of this
Agreement. Vendor shall determine Subcontractor policy limits and required
endorsements proportionate to the services performed by Subcontractor.
5.4.3 Payment to Subcontractor. Vendor is obligated to pay Subcontractor, for
Vendor and City- approved invoice amounts, out of amounts paid by City to
Vendor not later than fourteen (14) working days from Vendor's receipt of
payment from City. Nothing in this paragraph shall be construed to impair
the right of Vendor and any Subcontractor to negotiate fair and reasonable
pricing and payment provisions among themselves.
pg. 6
Vendor Services Agreement
Epsilon Engineering — Carousel Mall Board Up
EXHIBIT "A"
5.4.4 Withholding Subcontractor Payment. If Subcontractor's performance is
deficient, Vendor shall notify City in writing of any withholding of payment
to Subcontractor, specifying: (a) the amount withheld; (b) the specific cause
under the terms of the subcontract for withholding payment; (c) the
connection between the cause for withholding payment and the amount
withheld; and (d) the remedial action Subcontractor must take in order to
receive the amount withheld. Once Subcontractor corrects the deficiency,
Vendor shall pay Subcontractor the amount withheld within fourteen
working days of the Vendor's receipt of City's next payment.
5.4.5 Disputes with Subcontractor. City shall not be made a party to any judicial or
administrative proceeding to resolve any dispute between Vendor and
Subcontractor. Vendor agrees to defend and indemnify the City as described
in Section 7.0 in any dispute between Vendor and Subcontractor should City
be made a party to any judicial or administrative proceeding to resolve the
dispute in violation of this position.
5.4.6 City as Beneficiary. City is an intended beneficiary of any work performed by
Subcontractor for purposes of establishing a duty of care between
Subcontractor and City.
5.5 Reserved.
5.6 Responsibility for Errors. Vendor shall be responsible for its services and results
under this Agreement. Vendor, when requested, shall furnish clarification and/or
explanation as may be required by the City Manager or her designee, regarding any
services rendered under this Agreement at no additional cost to City.
5.7 Delay. Unless otherwise specified herein, time is of the essence for each and every
provision of the Agreement. Vendor must immediately notify City in writing if there is, or it
is anticipated that there will be, a delay in performance. The written notice must explain
the cause for the delay and provide a reasonable estimate of the length of the delay. City
may terminate this Agreement as provided herein if City, in its sole discretion, determines
the delay is material. If a delay in performance is caused by any unforeseen event(s) beyond
the control of the parties, City may allow Vendor to a reasonable extension of time to
complete performance, but Vendor will not be entitled to damages or additional
compensation. Any such extension of time must be approved in writing by City. The
following conditions may constitute such a delay: war; changes in law or government
regulation; labor disputes; strikes; fires, floods, adverse weather or other similar condition
of the elements necessitating cessation of the performance; inability to obtain materials,
equipment or labor; or other specific reasons agreed to between City and Vendor. This
provision does not apply to a delay caused by Vendor's acts or omissions. Vendor is not
entitled to an extension of time to perform if a delay is caused by Vendor's inability to
obtain materials, equipment, or labor unless City has received, in a timely manner,
documentary proof satisfactory to City of Vendor's inability to obtain materials, equipment,
or labor, in which case City's approval must be in writing.
pg. 7
Vendor Services Agreement
Epsilon Engineering — Carousel Mall Board Up
EXHIBIT "A"
5.8 Restrictions and Regulations Requiring Agreement Modification. Vendor shall
immediately notify City in writing of any regulations or restrictions that may or will
require Vendor to alter the services to be provided. City reserves the right to accept any
such alteration, including any resulting reasonable price adjustments, or to cancel the
Agreement at no expense to the City.
5.9 Industry Standards. Vendor shall provide services acceptable to City in strict
conformance with the Agreement. Vendor shall also provide services in accordance with the
standards customarily adhered to by an experienced and competent provider of the services
called for under this Agreement using the degree of care and skill ordinarily exercised by
reputable providers of such services. Where approval by City Manager or other
representative of City is required, it is understood to be general approval only and does not
relieve Vendor of responsibility for complying with all applicable laws, codes, policies,
regulations, and good business practices.
5.10 Records Retention and Examination. Vendor shall retain, protect, and maintain in
an accessible location all records and documents, including paper, electronic, and computer
records, relating to this Agreement for five (5) years after receipt of final payment by City
under this Agreement. Vendor shall make all such records and documents available for
inspection, copying, or other reproduction, and auditing by authorized representatives of
City, including the City Manager or designee. Vendor shall make available all requested
data and records at reasonable locations within City or County of San Bernardino at any
time during normal business hours, and as often as City deems necessary. If records are not
made available within the City or County of San Bernardino, Vendor shall pay City's travel
costs to the location where the records are maintained and shall pay for all related travel
expenses. Failure to make requested records available for inspection, copying, or other
reproduction, or auditing by the date requested may result in termination of the
Agreement. Vendor must include this provision in all subcontracts made in connection with
this Agreement. Vendor shall maintain records of all subcontracts entered into with all
firms, all project invoices received from Subcontractors and Suppliers, all purchases of
materials and services from Suppliers, and all joint venture participation. Records shall
show name, telephone number including area code, and business address of each
Subcontractor and Supplier, and joint venture partner, and the total amount actually paid
to each firm. Project relevant records, regardless of tier, may be periodically reviewed by
the City.
5.11 Quality Assurance Meetings. Upon City's request, Vendor shall schedule one or
more quality assurance meetings with City Manager or designee to discuss Vendor's
performance. If requested, Vendor shall schedule the first quality assurance meeting no
later than eight (8) weeks from the date of commencement of work under the Agreement. At
the quality assurance meeting(s), City Manager or designee will provide Vendor with
feedback, will note any deficiencies in Agreement performance, and provide Vendor with an
opportunity to address and correct such deficiencies. The total number of quality assurance
meetings that may be required by City will depend upon Vendor's performance.
pg. 8
Vendor Services Agreement
Epsilon Engineering — Carousel Mall Board Up
EXHIBIT "A"
6.12 Duty to Cooperate with Auditor. The City Manager or designee may, in his sole
discretion, at no cost to the City, and for purposes of performing the City's audit
responsibilities under Charter section 704, review Vendor's records to confirm Agreement
compliance. Vendor shall make reasonable efforts to cooperate with City Manager's
requests.
6.13 Criminal Background Certification. Vendor certifies that all employees working on
this Agreement have had a criminal background check and that said employees are clear of
any felony convictions.
6.14 Photo Identification Badge. Vendor shall provide a company photo identification
badge to any individual assigned by Vendor or subcontractor to perform services on City
premises. Such badge must be worn at all times while on City premises. City reserves the
right to require Vendor to pay fingerprinting fees for personnel assigned to work in
sensitive areas. All employees shall turn in their photo identification badges to Vendor
upon completion of services and prior to final payment of invoice.
6.16 Standards of Conduct. Vendor is responsible for maintaining standards of employee
competence, conduct, courtesy, appearance, honesty, and integrity satisfactory to the City.
6.16 Supervision. Vendor shall provide adequate and competent supervision at all times
during the Agreement term. Vendor shall be readily available to meet with the City. Vendor
shall provide the telephone numbers where its representative(s) can be reached.
6.17 City Premises. Vendor's employees and agents shall comply with all City rules and
regulations while on City premises.
6.18 Removal of Employees. City may request Vendor immediately remove from
assignment to the City any employee found unfit to perform duties at the City. Vendor shall
comply with all such requests.
6.19 Licenses and Permits. Vendor shall, without additional expense to the City, be
responsible for obtaining any necessary licenses, permits, certifications, accreditations, fees
and approvals for complying with any federal, state, county, municipal, and other laws,
codes, and regulations applicable to Agreement performance. This includes, but is not
limited to, any laws or regulations requiring the use of licensed Vendors to perform parts of
the work.
ARTICLE VI
RESERVED
ARTICLE VII
INDEMNIFICATION AND INSURANCE
7.0 Indemnification. To the fullest extent permitted by law, Vendor shall defend (with
legal counsel reasonably acceptable to City), indemnify, protect, and hold harmless City and
its elected officials, officers, employees, agents, and representatives (Indemnified Parties)
pg. 9
Vendor Services Agreement
Epsilon Engineering — Carousel Mall Board Up
EXHIBIT "A"
from and against any and all claims, losses, costs, damages, injuries (including, without
limitation, injury to or death of an employee of Vendor or its subcontractors), expense, and
liability of every kind, nature and description (including, without limitation, incidental and
consequential damages, court costs, and litigation expenses and fees of expert Vendors or
expert witnesses incurred in connection therewith and costs of investigation) that arise out
of, pertain to, or relate to, directly or indirectly, in whole or in part, any goods provided or
performance of services under this Agreement by Vendor, any subcontractor, anyone
directly or indirectly employed by either of them, or anyone that either of them control.
Vendor's duty to defend, indemnify, protect and hold harmless shall not include any claims
or liabilities arising from the sole negligence or willful misconduct of the Indemnified
Parties.
7.1 Insurance. Vendor shall not begin any performance under this Agreement until it
has (1) provided City insurance certificates and endorsements reflecting evidence of all
insurance and endorsements required and described herein; (2) obtained City approval of
each insurance company or companies; and (3) confirmed that all policies contain the
special provisions required herein. Vendor's liabilities, including but not limited to Vendor's
indemnity obligations, under this Agreement, shall not be deemed limited in any way to the
insurance coverage required herein. Maintenance of specified insurance coverage is a
material element of this Agreement, and Vendor's failure to maintain or renew coverage or
to provide evidence of renewal during the term of this Agreement may be treated by City as
a material breach of Agreement. City reserves the right to require Vendor to submit copies
of any policy upon reasonable request by City.
7.1.1 All policies shall include, and the insurance certificates shall reflect, a 30 -day
non- cancellation clause that provides thirty (30) days written notice by
certified mail to City prior to any material change or cancellation of any of
said policies.
7.1.2 Vendor shall not modify any policy or endorsement thereto which increases
City's exposure to loss for the duration of this Agreement.
7.1.3 Vendor shall maintain insurance coverage at its own expense as follows:
7.1.3.1 Commercial General Liability. Commercial General Liability (CGL)
insurance written on an ISO Occurrence form CG 00 01 07 98 or an
equivalent form providing coverage at least as broad which shall cover
liability arising from any and all bodily injury, personal injury,
advertising injury or property damage in the amount of $1 million per
occurrence and subject to an annual aggregate of $2 million. There
shall be no endorsement or modification of the CGL limiting the scope
of coverage for either insured claims or contractual liability. All
defense costs shall be outside the limits of the policy.
7.1.3.2 Commercial Automobile Liability. For all of Vendor's automobiles
including owned, hired and non owned automobiles, Vendor shall keep
in full force and effect, automobile insurance written on an ISO form
pg. 10
Vendor Services Agreement
Epsilon Engineering — Carousel Mall Board Up
EXHIBIT "A"
CA 00 01 12 90 or a later version of this form or an equivalent form
providing coverage at least as broad for bodily injury and property
damage for a combined single limit of $1 million per occurrence. The
insurance certificate shall reflect coverage for any automobile (any
auto).
7.1.3.3 Workers' Compensation. For all of Vendor's employees who are subject
to this Agreement and to the extent required by the applicable state or
federal law, Vendor shall keep in full force and effect, a Workers'
Compensation policy. That policy shall provide a minimum of $1
million of employer's liability coverage, and Vendor shall provide an
endorsement that the insurer waives the right of subrogation against
City and its respective elected officials, officers, employees, agents,
and representatives.
7.1.3.4 Professional Liability. Vendor shall obtain Professional Liability
coverage with limits of at least $1 million per occurrence and $2
million aggregate, covering the risk of errors and omissions, negligent
acts and costs of claims/litigation, including investigation and court
costs. If the coverage is written on a "claims -made" form, Vendor must
ensure that the policy retroactive date is before the date of the
Agreement is awarded, that coverage is maintained during the
duration of performance of the Agreement or the Agreement period
(whichever is longer) and the policy has a reporting period or run-off
provision of at least three (3) years following completion or
termination of the performance of professional services under this
Agreement.
7.1.4 Deductibles. All deductibles or retentions on any policy shall be the sole
responsibility of Vendor and shall be disclosed to City at the time the
evidence of insurance is provided.
7.1.5 Acceptability of Insurers. Except for the State Compensation Insurance
Fund, all insurance required by this Agreement, shall only be carried by
insurance companies with a current rating of at least "A-, VI" by A.M. Best
Company that are authorized by the California Insurance Commissioner to
do business in the State of California, and that have been approved by City.
7.1.5.1 City will accept insurance provided by non -admitted, "surplus lines"
carriers only if the carrier is authorized to do business in the State of
California and is included on the List of Approved Surplus Lines
Insurers (LASLI list). All policies of insurance carried by non -
admitted carriers are subject to all of the requirements for policies of
insurance provided by admitted carriers described herein.
7.1.6 Required Endorsements. The following endorsements to the policies of
insurance are required to be provided to City before any performance is
pg. 11
Vendor Services Agreement
Epsilon Engineering — Carousel Mall Board Up
EXHIBIT "A"
initiated under this Agreement:
7.1.6.1 Commercial General Liability Insurance Endorsements.
7.1.6.1.1 Additional Insured. To the fullest extent allowed by law,
including but not limited to California Insurance Code section
11580.04, the policy or policies must be endorsed to include as an
insured City of San Bernardino and its respective elected officials,
officers, employees, agents and representatives with respect to
liability arising out of (a) ongoing operations performed by you or on
your behalf, (b) your products, (c) your work, including but not limited
to your completed operations performed by you or on your behalf, or
(d) premises owned, leased, controlled or used by you.
7.1.6.1.2 Primary and Non-contributory Coverage. The policy or
policies must be endorsed to provide that the insurance afforded by
the Commercial General Liability policy or policies is primary to any
insurance or self-insurance of City, its elected officials, officers,
employees, agents and representatives as respects operations of the
Named Insured. Any insurance maintained by City, its elected
officials, officers, employees, agents and representatives shall be in
excess of Vendor's insurance and shall not contribute to it.
7.1.6.1.3 Severability of Interest. The policy or policies must be
endorsed to provide that Vendor's insurance shall apply separately to
each insured against whom claim is made or suit is brought, except
with respect to the limits of the insurer's liability and shall provide
cross -liability coverage.
7.1.6.2 Automobile Liability Insurance Endorsements.
7.1.6.2.1 Additional Insured. To the fullest extent allowed by law,
including but not limited to California Insurance Code section
11580.04, the policy or policies must be endorsed to include as an
insured City of San Bernardino and its respective elected officials,
officers, employees, agents and representatives with respect to
liability arising out of automobiles owned, leased, hired or borrowed
by or on behalf of Vendor.
7.1.6.2.2 Primary and Non-contributory Coverage. The policy or
policies must be endorsed to provide that the insurance afforded by
the Automobile Liability policy or policies is primary to any insurance
or self-insurance of City, its elected officials, officers, employees,
agents and representatives as respects operations of the Named
Insured. Any insurance maintained by City, its elected officials,
officers, employees, agents and representatives shall be in excess of
Vendor's insurance and shall not contribute to it.
pg. 12
Vendor Services Agreement
Epsilon Engineering — Carousel Mall Board Up
EXHIBIT "A"
7.1.6.2.3 Severability of Interest. The policy or policies must be
endorsed to provide that Vendor's insurance shall apply separately to
each insured against whom claim is made or suit is brought, except
with respect to the limits of the insurer's liability and shall provide
cross -liability coverage.
7.1.6.3 Worker's Compensation Insurance Endorsements.
7.1.6.3.1 Waiver of Subrogation. The Worker's Compensation
policy or policies must be endorsed to provide that the insurer will
waive all rights of subrogation against City of San Bernardino, its
elected officials, officers, employees, agents and representatives for
losses paid under the terms of this policy or these policies which arise
from work performed by the Named Insured for City.
7.1.6.3.2 Reservation of Rights. City reserves the right, from time
to time, to review Vendor's insurance coverage, limits, deductible, and
self-insured retentions to determine if they are acceptable to City. City
will reimburse Vendor for the cost of the additional premium for any
coverage requested by City in excess of that required by this
Agreement, without overhead, profit, or any other markup.
7.1.7 Additional Insurance. Vendor may obtain additional insurance not required
by this Agreement.
7.1.8 Excess Insurance. All policies providing excess coverage to City shall follow
the form of the primary policy or policies including but not limited to all
endorsements.
ARTICLE VIII
CITY REQUIREMENTS
8.0 City Policies. By signing this Agreement, Vendor certifies that Vendor is aware of,
and will comply with, these policies throughout the duration of the Agreement. Vendor
shall ensure that this language is included in Agreements between Vendor and any
Subcontractors, vendors and suppliers.
8.1 Drug -Free Workplace. Vendor shall comply with City's Drug -Free Workplace
requirements.
8.2 Americans with Disabilities Act (ADA) and State Access Laws and Regulations.
Vendor shall comply with all accessibility requirements under the ADA and under Title 24
of the California Code of Regulations (Title 24). When a conflict exists between the ADA
and Title 24, Vendor shall comply with the most restrictive requirement (i.e., that which
provides the most access).
pg. 13
Vendor Services Agreement
Epsilon Engineering — Carousel Mall Board Up
EXHIBIT "A"
8.3 Non -Discrimination. Vendor shall not discriminate on the basis of race, gender,
gender expression, gender identity, religion, national origin, ethnicity, sexual orientation,
age, or disability in the solicitation, selection, hiring or treatment of subcontractors,
vendors or suppliers. Vendor shall provide equal opportunity for subcontractors to
participate in subcontracting opportunities. Vendor understands and agrees that violation
of this clause shall be considered a material breach of the Agreement and may result in
Agreement termination, debarment, or other sanctions. Vendor shall ensure that this
language is included in Agreements between Vendor and any subcontractors, vendors and
suppliers.
8.4 Business Registration Certificate. Any company doing business with the City of San
Bernardino is required to obtain a Business Registration Certificate and to provide a copy
of its Business Registration Certificate to the City before an Agreement is executed.
8.5 Public Works Requirements. Vendor shall require, and any contracts with
subcontractors shall require, the Vendor and all subcontractors to comply with state law
requirements relating to public works projects of cities and as required by the Charter of
the City of San Bernardino, the San Bernardino Municipal Code, and the procedures and
standards of City with respect to the construction of its public works projects or as
otherwise directed by the Department of Public Works. This explip& includes the payment
Of nrev ;lines wages (in accordance with Articles 1 and 2 of Chapter 1, Part 7, Division 2 of
the Labor Code) and to other applicable provisions of the Labor Code, including but not
limited to, preparation and production of certified payroll records, overtime pay, SB 854
requirements, apprenticeship requirements, and Government Code and the Public Contract
Code relating to public works projects of cities.
ARTICLE IX
CONFLICTS OF INTEREST AND VIOLATIONS OF LAW
9.0 Conflict of Interest Laws. Vendor is subject to all federal, state and local conflict of
interest laws, regulations, and policies applicable to public contracts and procurement
practices including, but not limited to, California Government Code sections 1090, et. seq.
and 81000, et. seq. City may determine that Vendor must complete one or more statements
of economic interest disclosing relevant financial interests. Upon City's request, Vendor
shall submit the necessary documents to City.
9.1 Vendor's Responsibility for Employees and Agents. Vendor is required to establish
and make known to its employees and agents appropriate safeguards to prohibit employees
from using their positions for a purpose that is, or that gives the appearance of being,
motivated by the desire for private gain for themselves or others, particularly those with
whom they have family, business or other relationships.
9.2 Vendor's Financial or Organizational Interests. In connection with any task, Vendor
shall not recommend or specify any product, supplier, or Vendor with whom Vendor has a
direct or indirect financial or organizational interest or relationship that would violate
conflict of interest laws, regulations, or policies.
pg. 14
Vendor Services Agreement
Epsilon Engineering — Carousel Mall Board Up
EXHIBIT "A"
9.3 Certification of Non -Collusion. Vendor certifies that: (1) Vendor's bid or proposal was
not made in the interest of or on behalf of any person, firm, or corporation not identified; (2)
Vendor did not directly or indirectly induce or solicit any other bidder or proposer to put in
a sham bid or proposal; (3) Vendor did not directly or indirectly induce or solicit any other
person, firm or corporation to refrain from bidding; and (4) Vendor did not seek by collusion
to secure any advantage over the other bidders or proposers.
9.4 Hiring City Employees. This Agreement shall be unilaterally and immediately
terminated by City if Vendor employs an individual who within the twelve (12) months
immediately preceding such employment did in his/her capacity as a City officer or
employee participate in negotiations with or otherwise have an influence on the selection of
Vendor.
ARTICLE X
DISPUTE RESOLUTION
10.0 Mediation. If a dispute arises out of or relates to this Agreement and cannot be
settled through normal Agreement negotiations, Vendor and City shall use mandatory non-
binding mediation before having recourse in a court of law.
10.1 Selection of Mediator. A single mediator that is acceptable to both parties shall be
used to mediate the dispute. The mediator will be knowledgeable in the subject matter of
this Agreement, if possible.
10.2 Expenses. The expenses of witnesses for either side shall be paid by the party
producing such witnesses. All other expenses of the mediation, including required traveling
and other expenses of the mediator, and the cost of any proofs or expert advice produced at
the direct request of the mediator, shall be borne equally by the parties, unless they agree
otherwise.
10.3 Conduct of Mediation Sessions. Mediation hearings will be conducted in an informal
manner and discovery will not be allowed. The discussions, statements, writings and
admissions will be confidential to the proceedings (pursuant to California Evidence Code
sections 1115 through 1128) and will not be used for any other purpose unless otherwise
agreed by the parties in writing. The parties may agree to exchange any information they
deem necessary. Both parties shall have a representative attend the mediation who is
authorized to settle the dispute, though City's recommendation of settlement may be
subject to the approval of the Mayor and City Council. Either party may have attorneys,
witnesses or experts present.
10.4 Mediation Results. Any agreements resulting from mediation shall be memorialized
in writing. The results of the mediation shall not be final or binding unless otherwise
agreed to in writing by the parties. Mediators shall not be subject to any subpoena or
liability, and their actions shall not be subject to discovery.
pg. 15
Vendor Services Agreement
Epsilon Engineering — Carousel Mall Board Up
EXHIBIT "A"
ARTICLE XI
MANDATORY ASSISTANCE
11.0 Mandatory Assistance. If a third party dispute or litigation, or both, arises out of, or
relates in any way to the services provided to the City under the Agreement, Vendor , its
agents, officers, and employees agree to assist in resolving the dispute or litigation upon
City's request. Vendor's assistance includes, but is not limited to, providing professional
consultations, attending mediations, arbitrations, depositions, trials or any event related to
the dispute resolution and/or litigation.
11.1 Compensation for Mandatory Assistance. City will compensate Vendor for fees
incurred for providing Mandatory Assistance. If, however, the fees incurred for the
Mandatory Assistance are determined, through resolution of the third party dispute or
litigation, or both, to be attributable in whole, or in part, to the acts or omissions of Vendor,
its agents, officers, and employees, Vendor shall reimburse City for all fees paid to Vendor,
its agents, officers, and employees for Mandatory Assistance.
11.2 Attorneys' Fees Related to Mandatory Assistance. In providing City with dispute or
litigation assistance, Vendor or its agents, officers, and employees may incur expenses
and/or costs. Vendor agrees that any attorney fees it may incur as a result of assistance
provided under Section 11.0 are not reimbursable.
ARTICLE XII
MISCELLANEOUS PROVISIONS
12.0 Headings. All headings are for convenience only and shall not affect the
interpretation of this Agreement.
12.1 Non -Assignment. Vendor may not assign the obligations under this Agreement,
whether by express assignment or by sale of the company, nor any monies due or to become
due under this Agreement, without City's prior written approval. Any assignment in
violation of this paragraph shall constitute a default and is grounds for termination of this
Agreement at the City's sole discretion. In no event shall any putative assignment create a
contractual relationship between City and any putative assignee.
12.2 Independent Contractors. Vendor and any subcontractors employed by Vendor are
independent contractors and not agents of City. Any provisions of this Agreement that may
appear to give City any right to direct Vendor concerning the details of performing the
services, or to exercise any control over performance of the Agreement, shall mean only that
Vendor shall follow the direction of City concerning the end results of the performance.
12.3 Subcontractors. All persons assigned to perform any work related to this Agreement,
including any subcontractors, are deemed to be employees of Vendor, and Vendor shall be
directly responsible for their work.
pg. 16
Vendor Services Agreement
Epsilon Engineering — Carousel Mall Board Up
EXHIBIT "A"
12.4 Covenants and Conditions. All provisions of this Agreement expressed as either
covenants or conditions on the part of City or Vendor shall be deemed to be both covenants
and conditions.
12.5 Compliance with Controlling Law. Vendor shall comply with all applicable local,
state, and federal laws, regulations, and policies. Vendor's act or omission in violation of
applicable local, state, and federal laws, regulations, and policies is grounds for Agreement
termination. In addition to all other remedies or damages allowed by law, Vendor is liable
to City for all damages, including costs for substitute performance, sustained as a result of
the violation. In addition, Vendor may be subject to suspension, debarment, or both.
12.6 Governing Law. The Agreement shall be deemed to be made under, construed in
accordance with, and governed by the laws of the State of California without regard to the
conflicts or choice of law provisions thereof.
12.7 Venue. The venue for any suit concerning solicitations or the Agreement, the
interpretation of application of any of its terms and conditions, or any related disputes shall
be in the Superior Court for the State of California, County of San Bernardino.
12.8 Successors in Interest. This Agreement and all rights and obligations created by this
Agreement shall be in force and effect whether or not any parties to the Agreement have
been succeeded by another entity, and all rights and obligations created by this Agreement
shall be vested and binding on any party's successor in interest.
12.9 No Waiver. No failure of either City or Vendor to insist upon the strict performance
by the other of any covenant, term or condition of this Agreement, nor any failure to
exercise any right or remedy consequent upon a breach of any covenant, term, or condition
of this Agreement, shall constitute a waiver of any such breach of such covenant, term or
condition. No waiver of any breach shall affect or alter this Agreement, and each and every
covenant, condition, and term hereof shall continue in full force and effect without respect
to any existing or subsequent breach.
12.10 Severability. The unenforceability, invalidity, or illegality of any provision of this
Agreement shall not render any other provision of this Agreement unenforceable, invalid,
or illegal.
12.11 Drafting Ambiguities. The parties acknowledge that they have the right to be
advised by legal counsel with respect to the negotiations, terms and conditions of this
Agreement, and the decision of whether to seek advice of legal counsel with respect to this
Agreement is the sole responsibility of each party. This Agreement shall not be construed in
favor of or against either party by reason of the extent to which each party participated in
the drafting bf the Agreement.
12.12 Amendments. Neither this Agreement nor any provision hereof may be changed,
modified, amended or waived except by a written agreement executed by duly authorized
representatives of City and Vendor. Any alleged oral amendments have no force or effect.
pg. 17
Vendor Services Agreement
Epsilon Engineering — Carousel Mall Board Up
EXHIBIT "A"
12.13 Conflicts Between Terms. If this Agreement conflicts with an applicable local, state,
or federal law, regulation, or court order, the applicable local, state, or federal law,
regulation, or court order shall control. Varying degrees of stringency among the main body
of this Agreement, the exhibits or attachments, and laws, regulations, or orders are not
deemed conflicts, and the most stringent requirement shall control. Each party shall notify
the other immediately upon the identification of any apparent conflict or inconsistency
concerning this Agreement.
12.14 Survival of Obligations. All representations, indemnifications, warranties, and
guarantees made in, required by, or given in accordance with this Agreement, as well as all
continuing obligations indicated in this Agreement, shall survive, completion and
acceptance of performance and termination, expiration or completion of the Agreement.
12.15 Confidentiality of Services. All services performed by Vendor, and any
subcontractors if applicable, including but not limited to all drafts, data, information,
correspondence, proposals, reports of any nature, estimates compiled or composed by
Vendor, are for the sole use of City, its agents, and employees. Neither the documents nor
their contents shall be released by Vendor or any subcontractor to any third party without
the prior written consent of City. This provision does not apply to information that: (1) was
publicly known, or otherwise known to Vendor, at the time it was disclosed to Vendor by
City; (2) subsequently becomes publicly known through no act or omission of Vendor; or (3)
otherwise becomes known to Vendor other than through disclosure by City.
12.16 Insolvency. If Vendor enters into proceedings relating to bankruptcy, whether
voluntary or involuntary, Vendor agrees to furnish, by certified mail or electronic commerce
method authorized by the Agreement, written notification of the bankruptcy to the City.
This notification shall be furnished within five (5) days of the initiation of the proceedings
relating to bankruptcy filing. This notification shall include the date on which the
bankruptcy petition was filed, the identity of the court in which the bankruptcy petition
was filed, and a listing of City Agreements against which final payment has not been made.
This obligation remains in effect until final payment is made under this Agreement.
12.17 No Third Party Beneficiaries. Except as may be specifically set forth in this
Agreement, none of the provisions of this Agreement are intended to benefit any third party
not specifically referenced herein. No party other than City and Vendor shall have the right
to enforce any of the provisions of this Agreement.
12.18 Actions of City in its Governmental Capacity. Nothing in this Agreement shall be
interpreted as limiting the rights and obligations of City in its governmental or regulatory
capacity.
12.19 Counterparts. This Agreement may be executed in counterparts, which when taken
together shall constitute a single signed original as though all Parties had executed the
same page.
[Signature Page Follows]
pg. 18
Vendor Services Agreement
Epsilon Engineering — Carousel Mall Board Up
EXHIBIT "A"
IN WITNESS WHEREOF, this Agreement is executed by City and Vendor acting by and
through their authorized officers.
CITY OF SAN BERNARDINO:
Date: � 2.. / 11 /2017
-0� Ak"'. a ihL -
Andrea M. Miller, City Manager
APPROVED AS TO FORM:
Gary D. Saenz, City Attorney
By:
AT, EST:
C
Georgeann 4anna, CMC, Iity Clerk
Signature Page
Vendor Services Agreement
Epsilon Engineering — Carousel Mall Board Up
Epsilon Engineering:
Date: 12 / 2e / 2017
By:
Its: 0w i"ev--