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CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
From: Ken Fischer, Director Subject: Resolution authorizing the
execution of an agreement and
Dept: Public Services purchase order between the City of San
Bernardino and NPG Corporation for
Date: November 28, 2006 miscellaneous street repairs as detailed
in Bid Specifications No. RFQ F-07-14.
Meeting Date: December 4, 2006
Synopsis of Previous Council Action:
11-6-2006 Held over to Council Meeting of 11-20-2006
11-20-2006 Held over to Council Meeting of 12-4-2006
Recommended Motion:
Adopt Resolution
1,�'�,�r�P,� �-l�, �sc,�..�--
Signature
Contact person: Ken Fischer, Director Phone: 5140
Supporting data attached: Staff Report, Bids Ward: All
Resolution
FUNDING REQUIREMENTS: Amount: $207,435.00
Source: FY 2006-07
Account No. 001-402-5502
Contractual Services
Finance:
Council otes: s '`��° L�"� � - �� �
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Agenda Item No. ��
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CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
Staff Report
Subject:
Resolution authorizing the execution of an agreement and purchase order between the
City of San Bernardino and NPG Corporation for miscellaneous street repairs as
detailed in Bid Specification No. RFQ F-07-14.
Background:
A formal bid process was initiated to solicit bids for repairs of damaged asphalt and
asphalt berms. Notices inviting bids for Bid Specification RFQ F-07-14 Asphalt Paving
Repair were sent to ten (10) contractors, the San Bernardino Area Chamber of
Commerce, the City's Web Site and advertised in the Daily Journal. Four bids were
received. The results are as follows:
Contractor Location Bid
JCW General Engineering Etiwanda $186,050.00
NPG Corporation Perris $207,435.00
Hardy and Harper Santa Ana $208,400.00
International Pavement Solutions San Bernardino $245,550.00
Advantage Sealing Systems Fontana Non-Responsive
Canon Coating Norco Non-Responsive
Guzman Construction San Bernardino Non-Responsive
GM Sager Construction Pomona Non-Responsive
Matich Corporation San Bernardino Non-Responsive
Wheeler Paving Riverside Non-Responsive
Staff has contacted the non-responsive bidders and found that:
• Advantage Sealing did not receive the packet, so we verified their address for future
contact.
• Canon Coating did not respond to our call or message.
• Guzman Construction said they were not able to respond to the bid request on time.
• GM Sanger is too busy with other work.
• Matich said they had too much work. �
• Wheeler Paving said they had too much work.
Staff reviewed the bid submitted by prospective low bidder JCW and contacted their
references. During our conversations with JCW we found they do not have a paving
machine or a backhoe. It is not possible to complete street removals or to complete
street overlays without a backhoe and a paving machine. JCW also indicated they use
subcontractors for traffic control and this was not disclosed on their bid sheet. Staff
believes JCW is non-responsive based on their failure to list subcontractors for these
required services.
Staff discussed the bid with the second lowest bidder, NPG Corporation, and contacted
their references. NPG has all the necessary equipment and staff to handle removals,
overlays and traffic control. NPG indicated they would purchase all the asphalt for the
work from the asphalt plant located in San Bernardino. Approval of this contract will
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allow permanent asphalt repairs to be made more quickly to high compiaint areas as
they are reported.
The contractor will remove and replace the failed sections of asphalt to permanently
repair the damaged street. A few locations where we expect to find severely damaged
asphalt to be removed and replaced are in the following areas:
1. Rialto and Mt Vernon intersection
2. Baseline west of H Street
3. Rancho between Foothill and Mill
4. Eureka between Mountain and Del Rosa
5. Palm between Cajon and Kendall
6. Pico and Olive intersection
7. Mountain between 40t" and Lynwood
Staff will add additional locations in cooperation with the Council office.
Financial Impact:
The $207,435 funding for these repairs is included in the FY 2006/2007 Street Division
Budget in Account No. 001-402-5502 Contractual Services.
Recommendation:
Adopt Resolution.
2
;�.
� �
1
RESOLUTION NO.
2
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
3 SAN BERNARDINO REJECTING THE LOWEST BID AS NON-RESPONSIVE AND
4 AWARDING BID TO THE NEXT LOWEST RESPONSIVE BIDDER NPG
CORPORATION FOR MISCELLANEOUS STREET REPAIRS AS DETAILED IN BID
5 SPECIFICATION NO. RFQ F-07-14 AND AUTHORIZING THE EXECUTION OF AN
AGREEMENT AND PURCHASE ORDER BETWEEN THE CITY OF SAN
6 BERNARDINO AND NPG CORPORATION.
� BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
g OF SAN BERNARDINO AS FOLLOWS:
g SECTION 1. That the lowest monetary Bid for miscellaneous street repairs as
10 detailed in Bid Specification No. RFQ F-07-14 by JCW General Engineering of
11 Etiwanda, California is hereby rejected as non-responsive, and the bid is hereby
12
awarded to the next lowest Responsive Bidder, N.P.G. Corporation of Perris,
13
California.
14
15 SECTION 2. That the NPG Corporation shall enter into a Vendors Service
16 Agreement in the form attached hereto in the total amount of $207,435.00 and the
17 Purchasing Manager may issue a purchase order for said amount to .process the
ig required payments due to NPG Corporation.
19 SECTION 3. The Agreement shall reference this Resolution No.2006-
20
and shall read, "NPG Corporation for miscellaneous street repairs. Agreement not to
21
exceed $207,435.00" and shall incorporate the terms and conditions of the agreement.
22
23 SECTION 4. The authorization to execute the above-referenced Agreement is
24 rescinded if not issued within sixty (60) days of the passage of this resolution.
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27 UI
28
� 0 33 �
November 28, 2006 � ��
���
��
1
RESOLfJTION OF THE MAYOR AND COMMON LOUNCIL OF THE CITY OF
_ 2 SAN BERNARDINO REJECTING THE LOWEST BID AS NON-RESPONSIVE AND
AWARDING BID TO THE NEXT LOWEST RESPONSIVE BIDDER NPG
3 CORPORATION FOR MISCELLANEOUS STREET REPAIRS AS DETAiLED IN BID
4 SPECIFICATION NO. RFQ F-07-14 AND AUTHORIZING THE EXECUTION OF AN
AGREEMENT AND PURCHASE ORDER BETWEEN THE CITY OF SAN
5 BERNARDINO AND NPG CORPORATION.
6 I HEREBY CERTIFY that the foregoing Resolution .was duly adopted by the
� Mayor and Common Council of the City of San Bernardino at a meeting
g thereof, held on the day of , 2006, by the following vote, to wit:
9
Council Members: AYES NAYS ABSTAIN ABSENT
10
ESTRADA
11
12 BAXTER
13 BRINKER
14 DERRY �
15 KELLEY
16 JOHNSON
17
MCCAMMACK
18
19
20
Rachel G. Clark, City Clerk
21
22 The foregoing resolution is hereby approved this day of
23 , 2006.
24
Patrick J. Morris, Mayor
25 City of San Bernardino
Approved as to Form:
26
27 ��
28 a es F. Penman, City Attorney
November 28, 2006
�
Exhibit A
,: 2
VENDOR SERVICE AGREEMENT
_ 2
This Vendor Service Agreement is entered into this 6th day of November
3
4 2006, by and between NPG Corporation ("VENDOR") and the City of San
5 Bernardino ("CITY" or"San Bernardino").
6 WITNESSETH:
7 WHEREAS, the Mayor and Common Council has determined that it is advantageous
8
and in the best interest of the CITY to contract for asphalt paving repair; and
9
WHEREAS, the City of San Bernardino did solicit and accept proposals and bids from
10
11 a number of vendors for asphalt paving repair.
12 NOW, THEREFORE, the parties hereto agree as follows:
13 1. SCOPE OF SERVICES.
14 For the remuneration stipulated, San Bernardino hereby engages the services of
15 VENDOR to provide those products and services as set forth in Bid Specifications No. RFQ F-
16
07-14 Asphalt Paving Repair, dated August 8, 2006, attached hereto and incorporated herein by
17
this reference.
18
19 2' COMPENSATION AND EXPENSES.
20 a. For the services delineated above, the CITY, upon presentation of an invoice, shall
21 pay the VENDOR up to the amount of $207,435.00 for completed asphalt paving
22 repairs.
23 b. No other expenditures made by VENDOR shall be reimbursed by CITY,
24
3. TERM; SEVERABILITY.
25
The term of this Agreement shall be for a period of one year.
26
27
28
�
, �
This Agreement may be terminated at any time by thirty (30) days written notice by
2
3 either 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 from any and all claims, actions, or losses, damages and/or liability resulting from
8
CITY's negligent acts or omissions arising from the CITY's performance of its obligations
9
under the Agreement.
10
11 VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and
12 volunteers from any and all claim, actions, or losses, damages and/or liability resulting from
13 VENDOR's negligent acts or omissions arising from the VENDOR's performance of its
14 obligations under the Agreement.
15 In the event the CITY and/or the VENDOR is found to be comparatively at fault for any
16
claim, action, loss, or damage which results from their respective obligations under the
17
Agreement, the CITY and/or VENDOR shall indemnify the other to the extent of this
18
19 comparative fault.
20 5. INSURANCE.
21 While not restricting or limiting the forgoing, during the term of this Agreement,
22 VENDOR shall maintain in effect policies of comprehensive public, general and automobile
23 liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory
24
worker's compensation coverage, and shall file copies of said policies with the CITY's Risk
25
26 Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an
27 additional named insured in each policy of insurance provided hereunder. The Certificate of
28
�.
1
Insurance furnished to the CITY shall require the insurer to notify CITY of any change or
_ 2
3 termination in the policy.
4 6. NON-DISCRIMINATION.
5 In the performance of this Agreement and in the hiring and recruitment of employees,
s VENDOR shall not discriminate on the basis of race, creed, color, religion, sex, physical
� handicap, ethnic background or country of origin.
8
7. INDEPENDENT CONTRACTOR.
9
VENDOR shall perform work tasks provided by this Agreement, but for all intents and
10
11 purposes VENDOR shall be an independent contractor and not an agent or employee of the
12 CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of
13 Income Tax, Social Security, State Disability Insurance Compensation, Unemployment
14 Compensation, and other payroll deductions for VENDOR and its officers, agents, and
15 employees, and all business license, if any are required, in connection with the services to be
16
performed hereunder.
17
8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
18
19 VENDOR warrants that it possesses or shall obtain, and maintain a business registration
20 certificate pursuant to Chapter 5 of the Municipal Code, and any other license, permits,
21 qualifications, insurance and approval of whatever nature that are legally required of VENDOR
22 to practice its business or profession.
23 ///
24
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25
26 ///
27 ///
28
�.-
1
9. NOTICES.
- 2
3 Any notices to be given pursuant to this Agreement shall be deposited with the United
4 States Postal Service, postage prepaid and addressed as follows:
5 TO THE CITY: Public Services Director
300 North "D" Street
s San Bernardino, CA 92418
� Telephone: (909) 384-5140
g TO THE VENDOR: NPG Corporation
1354 Jet Way
g Perris, CA 92571
Telephone: (951) 940-0200
10
11 10. ATTURNEYS' FEES
12 In the event that litigation is brought by any party in connection with this Agreement,
13 the prevailing party shall be entitled to recover from the opposing party all costs and expenses,
14 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of
� 15 its rights or remedies hereunder or the enforcement of any of the terms, conditions or
16
provisions hereof. The costs, salary and expenses of the City Attorney and members of his
17
office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys'
18
19 fees" for the purposes of this paragraph.
20 11. ASSIGNMENT.
21 VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or
22 encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior
23
written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void
24
and shall constitute a breach of this Agreement and cause for the termination of this
25
26 Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR
27 of VENDOR's obligation to perform all other obligations to be performed by VENDOR
� 28 hereunder for the term of this Agreement.
�..
1
12. VENUE.
- 2
3 The parties hereto agree that all actions or proceedings arising in connection with this
4 Agreement shall be tried and litigated either in the State courts located in the County of San
5 Bernardino, State of�alifornia or the U.S. District Court for the Central District of California,
6 Riverside Division. The aforementioned choice of venue is intended by the parties to be the
� mandatory and not permissive in nature.
8
13. GOVERNING LAW.
9
This Agreement shall be governed by the laws of the State of California.
10
11 14. SUCCESSORS AND ASSIGNS.
12 This Agreement shall be binding on and inure to the benefit of the parties to this
13 Agreement and their respective heirs, representatives, successors, and assigns.
1`� 15. HEADINGS.
15 The subject headings of the sections of this Agreement are included for the purposes of
16
convenience only and shall not affect the construction or the interpretation of any of its
17
provisions.
18
19 16. ENTIRE AGREEMENT; MODIFICATION.
20 This Agreement constitutes the entire agreement and the understanding between the
21 parties, and supercedes any prior agreements and understandings relating to the subject manner
22 of this Agreement. This Agreement may be modified or amended only by a written instrument
23 executed by all parties to this Agreement.
24
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25
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26
27 ///
28 ///
,
1
IN VJITNESS THEREOF, the parties hereto have executed this Agreement on the day
_ 2
and date set forth below.
3
4 Dated: .�' 2006 VENDO ,
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5 By: ;• , , GG�
6 Its: � �'
� Dated , 2406 CITY OF SAN BERNARDINO
8
By:
g Patrick J. Morris, Mayor
10
Approved as to Form:
11
12 JAMES F. PENMAN,
City Attorney
13
. 14 By: ��l�.,�
15 Ja F. Penman, City Attorney
16
17
18
19
20
21
22
23
24
25
26
27
28
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� � ��� �t�l�
CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
From: Ken Fischer, Director Subject: Resolution authorizing the
execution of an agreement and
Dept: Public Services purchase order between the City of San
Bernardino and NPG Corporation for
Date: October 11, 2006 miscellaneous street repairs as detailed
in Bid Specifications No. RFQ F-07-14.
Meeting Date: November 6, 2006
Synopsis of Previous Council Action:
Recommended Motion:
Adopt Resolution
' /< <
.f`
�
ignature
Contact person: Ken Fischer, Director Phone: 5140
Supporting data attached: Staff Report, Bids Ward: All
Resolution
FUNDING REQUIREMENTS: Amount: $207,435.00
Source: FY 2006-07
Account No. 001-402-5502
Contractual Services
Finance:
Council Notes:
1 �/� �
Agenda Item No. ��
CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL ACTION
Staff Report
Subject:
Resolution authorizing the execution of an agreement and purchase order between the
City of San Bernardino and NPG Corporation for miscellaneous street repairs as
detailed in Bid Specification No. RFQ F-07-14.
Background:
A formal bid process was initiated to solicit bids for repairs of damaged asphalt and
asphalt berms. Notices inviting bids for Bid Specification RFQ F-07-14 Asphalt Paving
Repair were sent to ten (10) contractors, the San Bernardino Area Chamber of
Commerce, the City's Web Site and advertised in the Daily Journal. Four bids were
received. The results are as follows:
Contractor Location Bid
JCW General Engineering Etiwanda $186,050.00
NPG Corporation Perris $207,435.00
Hardy and Harper Santa Ana $208,400.00
International Pavement Solutions San Bernardino $245,550.00
Advantage Sealing Systems Fontana Non-Responsive
Canon Coating Norco Non-Responsive
Guzman Construction San Bernardino Non-Responsive
GM Sager Construction Pomona Non-Responsive
Matich Corporation San Bernardino Non-Responsive
Wheeler Paving Riverside Non-Responsive
Staff has discussed the proposed work with prospective low bidder JCW and contacted
their references. JCW is a small company and after our review JCW does not feel they
can meet the demands of this bid and have sent a letter (attached) withdrawing their
bid. Staff discussed the bid with the second lowest bidder NPG Corporation and
contacted their references. NPG is able to meet the demands of this bid and has
indicated they will purchase all the asphalt for the work from the asphalt plant located in
San Bernardino. Approval of this contract will allow permanent asphalt repairs to be
made more quickly to high complaint areas as they are called into the office. Staff
recommends awarding the contract to NPG.
Financial Impact:
The $207,435 funding for these repairs is included in the FY 2006/2007 Street Division
Budget in Account No. 001-402-5502 Contractual Services.
Recommendation:
Adopt Resolution.
� �
� �
1
RESOLUTION NO.
2
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
3 SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND
4 PURCHASE ORDER BETWEEN THE CITY OF SAN BERNARDINO AND NPG
CORPORATION FOR MISCELLANEOUS STREET REPAIRS AS DETAILED IN BID
5 SPECIFICATION NO. RFQ F-07-14.
� 6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
� OF SAN BERNARDINO AS FOLLOWS:
8 SECTION 1. That NPG Corporation was the second lowest responsive bidder
g to RFQ F-07-14 to furnish materials for the repair of damaged asphalt and asphalt
10 berms located throughout the City of San Bernardino. Pursuant to this determination
11 the Purchasing Manager is hereby authorized to enter into an agreement with NPG
12 Corporation in the amount of$207,435.00.00 for Fiscal Year 2006/2007.
13 -
SECTION 2. The Agreement shall reference this Resolution No.2006-
14 �
15 and shall read, "NPG Corporation for miscellaneous street repairs. Agreement not to
16 exceed $207,435.00" and shall incorporate the terms and conditions of the agreement.
17 SECTION 3. The authorization to execute the above-referenced Agreement is
ig rescinded if not issued within sixty (60) days of the passage of this resolution.
19 ���
20
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21
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23 lll
24 lll
25 ///
26 lll
27 lll
28 '
October 11, 2006
1
2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
3 SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND
PURCHASE ORDER BETWEEN THE CITY OF SAN BERNARDINO AND NPG
4 CORPORATION FOR MISCELLANEOUS STREET REPAIRS AS DETAILED IN BID
SPECIFICATION NO. RFQ F-07-14.
5
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the
6
� Mayor and Common Council of the City of San Bernardino at a
g meeting thereof, held on the day of , 2006, by the
g following vote, to wit:
10 Council Members: AYES NAYS ABSTAIN ABSENT
11 ESTRADA
12 .
BAXTER
13
VACANT
14
15 DERRY
16 KELLEY
17 JOHNSON
18 MCCAMMACK
19
20 Rachel G. Clark, City Clerk
21
22 The foregoing resolution is hereby approved this day of
, 2006.
23
24 Patrick J. Morris, Mayor
City of San Bernardino
25
26 Approved as to Form:
27
James F. Penman, City Attorney
28 •
October 11,2006
�
1
VENDOR SERVICE AGREEMENT
2 .
3 This Vendor Service Agreeme�t is entered into this 6th day of November
4 2006, by and between NPG Corporation ("VENDOR'') and the City of San
5 Bernardino ("CITY" or`San Bernardino").
6 WITNESSETH:
� WHEREAS, the Mayor and Common Council has determined that it is advantageous
8
and in the best interest of the CITY to contract for asphalt paving repair; and
9
WHEREAS, the City of San Bernardino did solicit and accept proposals and bids from
10
11 a number of vendors for asphalt paving repair.
12 NOW, THEREFORE, the parties hereto agree as follows:
13 1. SCOPE OF SERVICES.
14 For the remuneration stipulated, San Bernardino hereby engages the services of
15 VENDOR to provide those products and services as set forth in Bid Specifications No. RFQ F-
16
07-14 Asphalt Paving Repair, dated August 8, 2006, attached•hereto and incorporated herein by
17 �
this reference. -
18
19 2' COMPENSATION AND EXPENSES.
20 a. For the services delineated above, the CITY, upon presentation of an invoice, shall
21 pay the VENDOR up to the amount of $207,435.00 for completed asphalt paving
22 repairs.
23 �
b. No other expenditures made by VENDOR shall be reimbursed by CITY,
24
3. TERM; SEVERABILITY.
25
The term of this Agreement shall be for a period of one year.
26
27
28
1
This Agreement may be terminated at any time by thirty (30) days written notice by
2 ,
3 either 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.
s 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
8
CITY's negligent acts or omissions arising from the CITY's performance of its obligations
9
under the Agreement.
10
11 VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and
12 volunteers from any and all claim, actions, or losses, damages and/or liability resulting from
13 VENDOR's negligent acts or omissions arising from the VENDOR's performance of its
14 obligations under the Agreement.
15 In the event the CITY and/or the VENDOR is found to be comparatively at fault for any
16
elaim, action, loss, or damage which results from their respective obligations under the
17 �
Agreement, the CITY and/or VENDOR shall indemnify the other to the extent of this
18
19 comparative fault.
Zp 5. INSURANCE.
21 While not restricting or limiting the fargoing, during the term of this Agreement,
22 VENDOR shall maintain in effect policies of comprehensive public, general and automobile
23 liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory
24
worker's compensation coverage, and shall file copies of said policies with the CITY's Risk
25
26 Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an
27 additional named insured in each policy of insurance provided hereunder. The Certificate of
28
1
Insurance furnished to the CITY shall require the insurer to notify CITY of any change or
2 •
3 termination in the policy.
4 6. NON-DISCRIMINATION.
5 In the performance of this Agreement and in the hiring and recruitment of employees,
s VENDOR shall not discriminate on the basis of race, creed, color, religion, sex, physical
� handicap, ethnic background or country of origin.
8
7. INDEPENDENT CONTRACTOR.
9
VENDOR shall perform work tasks provided by this Agreement, but for all intents and
10
11 purposes VENDOR shall be an independent contractor and not an agent or employee of the
. 12 CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of
13 Income Tax, Social Security, State Disability Insurance Compensation, Unemployment
14 Compensation, and other payroll deductions for VENDOR and its officers, agents, and
15 employees, and all business license, if any are required, in connection with the services to be
16 �
performed hereunder.
17 � .
18 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
19 VENDOR warrants that it possesses or shall obtain, and maintain a business registration
20 certificate pursuant to Chapter 5 of the Municipal Code, and any other license, permits,
21 qualifications, insurance and approval of whatever nature that are legally required of VENDOR
22 to practice its business or profession.
23 �
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24
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25
26 ///
27 ///
28
1
9. NOTICES.
2 .
3 Any notices to be given pursuant to this Agreement shall be deposited with the United
4 States Postal Service, postage prepaid and addressed as follows:
5 TO THE CITY: Public Services Director
300 North "D" Street
s San Bernardino, CA 92418
� Telephone: (909) 384-5140
g TO THE VENDOR: NPG Corporation
1354 Jet Way
9 Perris, CA 92571
Telephone: (951) 940-0200
10
11 10. ATTORNEYS' FEES
12 In the event that litigation is brought by any party in connection with this Agreement,
13 the prevailing party shall be entitled to recover from the opposing party all costs and expenses,
14 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of
15 its rights or remedies hereunder or the enforcement of any of the terms, conditions or
16
provisions hereof.� The costs, salary and expenses of the City Attorney and members of his
�7 '
office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys'
18
� 19 fees" for the purposes of this paragraph.
20 11. ASSIGNMENT.
21 VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or
22 encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior
23 �
written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void
24
and shall constitute a breach of this Agreement and cause for the termination of this
25
26 Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR
27 of VENDOR's obligation to perform all other obligations to be performed by VENDOR
28 hereunder for the term of this Agreement.
1
12. VENUE.
2 •
3 The parties hereto agree that all actions or proceedings arising in connection with this
4 Agreement shall be tried and litigated either in the State courts located in the County of San
5 Bernardino, State of California or the U.S. District Court for the Central District of California,
6 Riverside Division. The aforementioned choice of venue is intended by the parties to be the
� mandatory and not permissive in nature.
8
13. GOVERNING LAW.
9
This Agreement shall be governed by the laws of the State of California.
10
11 14. SUCCESSORS AND ASSIGNS.
12 This Agreement shall be binding on and inure to the benefit of the parties to this
13 Agreement and their respective heirs, representatives, successors, and assigns.
14 15. HEADINGS.
15 The subject headings of the sections of this Agreement are included for the purposes of
16 �
convenience only and shall not affect the construction or the interpretation of any of its
17
provisions.
18
19 16. ENTIRE AGREEMENT; MODIFICATION.
20 This Agreement constitutes the entire agreement and the understanding between the
21 parties, and supercedes any prior agreements and understandings relating to the subject manner
22 of this Agreement. This Agreement may be modified or amended only by a written instrument
23 executed by all parties to this Agreement.
24
///
25
///
26
27 ///
28 ///
1
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day
2 •
and date set forth below. ,
3
4 Dated: 1��, 2006 VENDO�.,
-f .
5 By: ���� � G��G��..
�
fj ItS: '�:U'�i? >1 �'G
7 Dated , 2406 CITY OF SAN BERNARDINO
8 By.
9 Patrick J. Morris, Mayor
10
Approved as to Form:
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12 JAMES F. PENMAN,
City Attorney
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. 14 By:
15 James F. Penman, City Attorney
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22 �
23 �
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