Loading...
HomeMy WebLinkAbout2018-283Resolution No. 2018-283 RESOLUTION NO. 2018-283 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING THE EXECUTION OF AN ANNUAL PURCHASE ORDER WITH SAFEWAY SIGNS COMPANY FOR THE PURCHASE OF TRAFFIC SIGNS AND MATERIALS WHEREAS, Safeway Signs Company was determined to be the lowest responsible and responsive bidder for the purchase of traffic signs and related materials per RFQ F-19-08; BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. The above recitals are true and correct and are incorporated herein by this reference. SECTION 2. The City Manager of the City of San Bernardino is hereby authorized and directed to execute on behalf of said City a Vendor Purchase Agreement between the City of San Bernardino and Safeway Signs Company, a copy of which is attached hereto, marked Exhibit "A," and incorporated herein by reference as fully as though set forth at length. SECTION 3. The City Council finds this Resolution is not subject to the California Environmental Quality Act (CEQA) in that the activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty, as in this case, that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. SECTION 4. Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications, and to this end the provisions of this Resolution are declared to be severable. SECTION 5. Effective Date. This Resolution shall become effective immediately. APPROVED and ADOPTED by the City Council and signed by the Mayor and attested by the City Clerk this 17`' day of October 2018. R. Carey Davi , Mayor City of San Bernardino Resolution No. 2018-283 Attest: Georgeann anna, CMC, 'ity Clerk Approved as to form: Gary D. Saenz, City Attorney Resolution No. 2018-283 CERTIFICATION STATE OF CALIFORNIA) COUNTY OF SAN BERNARDINO) ss CITY OF SAN BERNARDINO ) I, Georgeann Hanna, CMC, City Clerk, hereby certify that the attached is a true copy of Resolution No. 2018-283 adopted at a regular meeting held at the 17th day of October 2018 by the following vote: Council Members: AYES NAYS ABSTAIN ABSENT MARQUEZ �C BARRIOS k VALDIVIA SHORETT NICKEL _ RICHARD MULVIHILL y� WITNESS my hand and official seal of the City of San Bernardino this 17"` day of October 2018, Georgeann Anna, CMC, hty Clerk VENDOR PURCHASE AGREEMENT This VENDOR Purchase Agreement is entered into this 17d' day of October, 2018, by and between Safeway Signs Company ("VENDOR") and the City of San Bernardino ("CITY" or "San Bernardino") WITNESSETH: WHEREAS, the Mayor and Common Council has determined that it is advantageous and in the best interest of the CITY to acquire traffic signs and related materials for sign replacement and repair; WHEREAS, The City of San Bernardino did solicit and accept quotes from available VENDORS for such traffic signs materials and related materials; and WHEREAS, VENDOR is the lowest responsible and responsive bidder to provide said materials to City; and 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 materials as set forth in RFQ F-19-08, a copy of which is on file in the Public Works Department and a copy of the Price Form is attached hereto as Attachment "1" and incorporated here by this reference. 2. COMPENSATION AND EXPENSES. a. For the services delineated above, the CITY, upon presentation of an invoice, shall pay the VENDOR an amount not to exceed $200,000 for the purchase of traffic signs and related materials pursuant to RFQ F-19-08. b. No other expenditures made by VENDOR shall be reimbursed by CITY. Exhibit "A" 1 3. TERM; TERMINATION. The term of this agreement shall be from October 17, 2018 through June 30, 2019, with four (4) one-year extensions at the City's option. Option year one, if exercised, shall be effective July 1, 2019 through June 30, 2020. Option year two, if exercised, shall be effective July 1, 2020 through June 30, 2021. Option year three, if exercised, shall be effective July 1, 2021 through June 30, 2022. Option year four, if exercised, shall be effective July 1, 2022 through June 30, 2023. In all option years, actual option year pricing shall be negotiated with the VENDOR prior to exercising any given option year. 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 amended by written agreement of the parties executed on or before the date of expiration of current term of the agreement. 4. INDEMNITY. VENDOR agrees to and shall indemnify and hold the City, its elected officials, employees, agents or representatives, free and harmless from all claims, actions, damages and liabilities of any kind and nature arising from bodily injury, including death, or property damage, based or asserted upon any or alleged act or omission of VENDOR, its employees, agents, or subcontractors, relating to or in any way connected with the accomplishment of the work or performance of service under this Agreement, unless the bodily injury or property damage was actually caused by the sole negligence of the City, its elected officials, employees, agents or representatives. As part of the foregoing indemnity, VENDOR agrees to protect and defend at its own expense, including attorney's fees the City, its elected officials, employees, agents or representatives from any and all legal actions based upon such actual or alleged acts or Exhibit "A" 2 omissions. VENDOR hereby waives any and all rights to any types of express or implied indemnity against the City, its elected officials, employees, agents or representatives, with respect to third party claims against the VENDOR relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement. 5. INSURANCE. While not restricting or limiting the foregoing, 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 at least 30 days prior to any change in or termination of 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. 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 Exhibit "A" 3 Compensation, and other payroll deductions for VENDOR and its officers, agents, and employees, and all business license, if any are required, in connection with the services to be performed hereunder. 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. VENDOR warrants that it possesses or shall obtain, and maintain a business registration certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, qualifications, insurance and approval of whatever nature that are legally required of VENDOR to practice its business or profession. 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 Department 290 North "D" Street San Bernardino, CA 92401 Telephone: (909) 384-5045 TO THE VENDOR: Safeway Signs Company 9875 Yucca Road Adelanto, CA 92301 Telephone: (800) 637-7233 Contact: Mark Johnson 9. 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. Attorney's fees for the City Attorney and members of his office shall be calculated based on market rate for comparable services. Exhibit "A" 4 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. 11. 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. 12. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 13. 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. 14. 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. Exhibit "A" 5 15. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. N 16. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supercedes 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. Exhibit "A" 6 VENDOR PURCHASE AGREEMENT BETWEEN SAFEWAY SIGNS COMPANY AND THE CITY OF SAN BERNARDINO IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: 12018 Dated 6 j 2 ----:92018 Approved as to Form: GARY D. SAENZ, City Attorney By: _ 4wok. A- `—i ATTEST: Georgeann Hanna, CM ,ity Clerk SAFEWAY SIGNS COMPANY By: Its: CITY OF N BERN R INO r By: ANDREA M. MILLER, City Manager City of San Bernardino Exhibit "A" 7