Loading...
HomeMy WebLinkAbout05.N- Public Works RESOLUTION (ID # 4437) DOC ID: 4437 C CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL ACTION Purchase Order From: Chris Alanis M/CC Meeting Date: 07/05/2016 Prepared by: Adrienne Loa, Dept: Public Works Ward(s): All Subject: Resolution of the Mayor and Common Council of the City of San Bernardino Authorizing the Execution of Amendment Number Two to the Vendor Service Agreement with Fleet Pride. (#4437) Current Business Registration Certificate: Yes Financial Impact: Account Budgeted Amount: $120,000. Account No. 635-400-0100*5111 Account Description: Materials & Supplies Balance as of: <<Insert Date>> Balance after approval of this item: <<Insert Amount>> f Please note this balance does not indicate available funding. It does not include non- encumbered reoccurring expenses or expenses incurred, but not yet processed. Motion: Adopt the Resolution. Synopsis of Previous Council Action: 10-20-2010 Resolution No. 2010-349 was approved authorizing the City Manager to execute the agreement between the City of San Bernardino and Fleet Pride for heavy duty truck parts and vehicle brake work 11-12-13 Resolution No. 2013-304 was approved authorizing the increase of purchase order 2014-1155 not to exceed $100,000 4-14-2015 Resolution No. 2015-67 was approved authorizing the increase of purchase order not to exceed $120,000 Background: The Public Works Department Fleet Division is responsible for maintaining the City's heavy-duty vehicles. The heavy-duty truck and equipment play an essential role keeping the City sewer lines, storm drains and streets and sidewalks compliant with all State and Federal regulations. The Fleet Division has budgeted $120,000 to purchase various related Parts and Supplies. The Fleet Division is requesting an extension of the terms and condition for Purchase Order 2016-00000155 with Fleet Pride for one year. This decision is based on pending decision and agreement with the City's Plan for Adjustments. This extension will commence on July 2016 through June 2017. P Updated: 6/27/2016 by Georgeann "Gigi" Hanna C „ acket� g `2�; 3 4437 City Attorney Review: Supporting Documents: Reso Amendment Two (DOC) 2010-349 (PDF) agrmt. 4437 (PDF) 2013-196 (PDF) 2013-304 (PDF) 2015-067 (PDF) Pac et P 296" Updated: 6/27/2016 by Georgeann "Gigi" Hanna C 1 RESOLUTION NO. 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF 3 SAN BERNARDINO AUTHORIZING THE EXECUTION OF AMENDMENT NUMBER TWO TO THE VENDOR SERVICE AGREEMENT WITH FLEET PRIDE 4 5 WHEREAS, on November 5, 2013 by Resolution 2013-304 the Mayor and Common 6 Council authorized the City Manager to execute that certain agreement entitled "Vendor 7 Services Agreement with Fleet Pride" (the"Agreement"); and, 8 o U) WHEREAS, the term of the Agreement was from November 30, 2013 to June 30, 9 X w 10 2014, with two one-year extensions authorizing the City Manager to extend the term of the < 11 Agreement to June 30, 2016; and, •L a 12 WHEREAS, on April 6, 2015 by Resolution 2015-067 the Mayor and Common LL 13 Council authorized the City Manager to execute the First Amendment to the Agreement 14 15 increasing the amount authorized under the Agreement from $100,000 to $120,000; and, 3 16 WHEREAS, the Mayor and Common Council have determined that it is E 17 advantageous and in the best interests of the City to extend the Agreement on the same terms 18 a and conditions, including the authorized amount of$120,000 through Fiscal Year 2016/17, 19 20 with the third extension ending on June 30, 2017. E 21 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON 22 COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: < 23 SECTION 1. The City Manager is hereby authorized and directed to execute on 24 behalf of the said City Amendment Number Two to the Vendor Service Agreement between 25 the City f San Bernardino and Fleet Pride a copy py of which is attached hereto, marked 26 Ad 27 Exhibit"A" and incorporated herein by reference as fully as through as forth at length. 28 1 N; b,. ���`f, ,Parke kg� 7t 1 SECTION 3. The Director of Finance or his/her designee is authorized and directed to 2 issue an Annual Purchase Order to Fleet Pride for a total not to exceed $120,000 for Fiscal 3 Year 2016/17. The Purchase Order shall reference this resolution, state that it is for the 4 purchase of Heavy Duty Truck Parts, and incorporate the terms and condition of the 5 Agreement. 6 7 SECTION 4. The City Manager is hereby authorized and directed to exercise the third 8 extension extending the term of the Agreement to June 30, 2017. _o N C 9 SECTION 5. This purchase is exempt from the formal contract procedures of Section w 10 a 3.04.010 of the Municipal Code, pursuant to Section 3.04.010 B.3 of said Code "Purchases j 11 approved by the Mayor and Common Council." 12 SECTION 6. The above authorizations are hereby rescinded and void and of no U. 13 14 further effect if Amendment Number Two is not executed by all parties and returned to the Nt 15 Office of the City Clerk within sixty(60) days. 3 16 E 17 ° 18 a N 19 20 W E 21 22 a 23 24 25 26 27 28 2 I RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AMENDMENT 2 NUMBER TWO TO THE VENDOR SERVICE AGREEMENT WITH FLEET PRIDE 3 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor 4 5 and Common Council of the City of San Bernardino at a 6 meeting thereof, held on the day of , 2016, by the following vote, 7 to wit: c 8 0 Council Members: AYES NAYS ABSTAIN ABSENT 9 x x MARQUEZ a 10 < 11 BARRIOS a. L 12 VALDIVIA N 13 SHORETT M 14 NICKEL 15 0 RICHARD 16 MULVIHILL E 17 d 18 a 0 N 19 Georgeann Hanna, CMC, City Clerk 20 The foregoing Resolution is hereby approved this day of ) 2016. s 21 ca 22 a 23 R. Carey Davis, Mayor 24 City of San Bernardino Approved as to form: 25 Gary D. Saenz, City Attorney 26 By: Ar 27 28 3 A PacK gt g299� RESOLUTION NO. 2010-349 1 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT 3 AND ISSUANCE OF AN ANNUAL PURCHASE ORDER WITH TWO ONE-YEAR EXTENSIONS AT THE CITY'S OPTION TO FLEET PRIDE FOR HEAVY-DUTY 4 VEHICLE BRAKE WORK, INCLUDING THE PURCHASE OF VARIOUS RELATED 5 PARTS AND SUPPLIES TO BE UTILIZED BY THE PUBLIC WORKS DEPARTMENT, FLEET DIVISION. 6 WHEREAS, Fleet Pride submitted the lowest and best bid for the purchase of heavy- 7 duty vehicle brake work, including the purchase of various related parts and supplies per Bid 8 9 No. RFQ F-11-05; o W 10 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE a CITY OF SAN BERNARDINO AS FOLLOWS: w 11 N SECTION 1. The City Manager of the City of San Bernardino is hereby authorized to > 12 13 execute on behalf of said City an Agreement between the City of San Bernardino and Fleet a 14 Pride, a copy of which is attached hereto, marked as Exhibit "A", and incorporated herein by LL ti M 15 this reference as fully as though set forth at length. y 16 SECTION 2. That pursuant to this determination the Director of Finance or her M 0 17 designee is hereby authorized to issue an Annual Purchase Order to Fleet Pride in the amount N w 18 CD of$110,000 with two one-year extensions at the City's option. E 19 20 SECTION 3. The Purchase Order shall reference this Resolution Number and shall ¢ 21 read, "Fleet Pride for heavy-duty vehicle brake work, including the purchase of various related 22 parts and supplies. Agreement not to exceed $110,000" and shall incorporate the terms and 23 conditions of the agreement. 24 SECTION 4. The authorization to execute the above referenced Purchase Order and 25 Agreement is rescinded if it is not executed by both parties within sixty (60) days of the 26 27 passage of this resolution. 28 gPaG�eP9o�Q:� M dC' 2010-349 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT 2 AND ISSUANCE OF AN ANNUAL PURCHASE ORDER WITH TWO ONE-YEAR EXTENSIONS AT THE CITY'S OPTION TO FLEET PRIDE FOR HEAVY-DUTY 3 VEHICLE BRAKE WORK, INCLUDING THE PURCHASE OF VARIOUS RELATED PARTS AND SUPPLIES TO BE UTILIZED BY THE PUBLIC WORKS 4 DEPARTMENT,FLEET DIVISION. 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor 6 joint and Common Council of the City of San Bernardino at a regular meeting thereof, held 7 8 on the 18th day of October , 2010, by the following vote,to wit: J o 0 10 Council Members: AYES NAYS ABSTAIN ABSENT x W 11 MARQUEZ x 12 DESJARDINS x L • Q. 13 BRINKER x � 14 x SHORETT M 15 16 KELLEY x M CD JOHNSON x o 17 N 18 MCCAMMACK x s 19 cc 20 a 21 Rac 1el G. Clark, City Clerk 22 The foregoing resolution is hereby approved this 2-01_�4 day of October , 2010. 23 24 J. Morris, Ma 25 City of San Bernardino Approved asto Form: 26 Ja s e an, City Attorney 28 4 2010-349 1 VENDOR SERVICE AGREEMENT 2 This Vendor Service Agreement is entered into this 18'h day of October 2010, by and 3 between Fleet Pride ("VENDOR") and the City of San Bernardino ("CITY" or "San 4 Bernardino"). 5 WITNESSETH: 6 WHEREAS, the Mayor and Common Council has determined that it is advantageous 7 8 and in the best interest of the CITY to purchase heavy-duty vehicle brake work, including 9 purchase of various related parts and supplies; and o •2 10 WHEREAS, the City of San Bernardino did solicit and accept bids from available W 11 vendors for the purchase heavy-duty vehicle brake work, including the purchase of various "C 12 related parts and supplies per RFQ F-11-05; and • 13 a NOW,THEREFORE, the parties hereto agree as follows: 14 U. 1. SCOPE OF SERVICES. M 15 16 For the remuneration stipulated, San Bernardino hereby engages the services of a) M O 17 VENDOR to provide those products and services as set forth in RFQ F-11-05, for heavy-duty o N w 18 vehicle brake work, including the purchase of various related parts and supplies, bid summary E 19 sheet attached hereto as Attachment"1" and incorporated herein by this reference. 20 a 2. COMPENSATION AND EXPENSES. 21 a. For the services delineated above, the CITY, upon presentation of an invoice, shall 22 23 pay the VENDOR up to the amount of$110,000 for heavy duty vehicle brake work, 24 including the purchase of various related parts and supplies at the rate per the price 25 form in Attachment "1." 26 b. No other expenditures made by VENDOR shall be reimbursed by CITY. 0 27 28 1 EXHIBIT"A„ #F?ackelP"R +3" ' ,ti. �jq, Y a. 2010-349 V4WW 1 3. TERM; TERMINATION. 2 The term of this agreement shall be from October 18, 2010 through June 30, 2011, with 3 two (2) one-year extensions at the City's option. Option year one, if exercised, shall be 4 effective July 1, 2011 through June 30, 2012. Option year two, if exercised, shall be effective 5 July 1, 2012 through June 30,2013. 6 This Agreement may be terminated at any time by thirty (30) days' written notice by 7 8 either party. The terms of this Agreement shall remain in force unless amended by written 9 agreement of the parties executed on or before the date of expiration of current term of the .2 10 agreement. a X W 11 4. INDEMNITY. a 12 Vendor agrees to and shall indemnify and hold the City, its elected officials, employees, 13 a. agents or representatives, free and harmless from all claims, actions, damages and liabilities of 14 any kind and nature arising from bodily injury, including death, or property damage, based or 15 16 asserted upon any or alleged act or omission of Vendor, its employees, agents, or CD M 17 subcontractors, relating to or in any way connected with the accomplishment of the work or o N 18 performance of service under this Agreement, unless the bodily injury or property damage was E 19 actually caused by the sole negligence of the City, its elected officials, employees, agents or 20 a representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its 21 own expense, including attorney's fees the City, its elected officials, employees, agents or 22 23 representatives from any and all legal actions based upon such actual or alleged acts or 24 omissions. Vendor hereby waives any and all rights to any types of express or implied 25 indemnity against the City, its elected officials, employees, agents or representatives, with 26 respect to third party claims against the Vendor relating to or in any way connected with the 27 accomplishment of the work or performance of services under this Agreement. 28 2 Pacl�etP�ry ���3 � 2010-349 4 1 5. INSURANCE. 2 While not restricting or limiting the foregoing, during the term of this Agreement, 3 VENDOR shall maintain in effect policies of comprehensive public, general and automobile 4 liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory 5 worker's compensation coverage, and shall file copies of said policies with the CITY's Risk 6 Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an 7 8 additional named insured in each policy of insurance provided hereunder. The Certificate of 9 Insurance furnished to the CITY shall require the insurer to notify CITY of any change or o .y C 10 termination in the policy. Insurer shall give CITY 30 days notice prior to enactment and any x w 11 change or termination of policy. co 12 6. NON-DISCRIMINATION. 13 a a. In the performance of this Agreement and in the hiring and recruitment of employees, U. 14 15 VENDOR shall not engage in, nor permit its officers, employees or agents to engage in, 16 discrimination in employment of persons because of their race, religion, color, national origin, M O 17 ancestry, age, mental or physical disability, medical conditions, marital status, sexual gender or N 18 sexual orientation, or any other status protected by law. L 19 7. INDEPENDENT CONTRACTOR. cc 20 Q VENDOR shall perform work tasks provided by this Agreement, but for all intents and 21 22 purposes VENDOR shall be an independent contractor and not an agent or employee of the 23 CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of 24 Income Tax, Social Security, State Disability Insurance Compensation, Unemployment 25 Compensation, and other payroll deductions for VENDOR and its officers, agents, and 26 employees, and all business licenses, if any are required, in connection with the services to be 27 performed hereunder. 28 3 `I?aC�Ce�Pg�30a ° 2010-349 1 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. 2 VENDOR warrants that it possesses or shall obtain, and maintain a business registration 3 certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, 4 qualifications, insurance and approval of whatever nature that are legally required of VENDOR 5 to practice its business or profession. 6 NOTICES. 7 8 Any notices to be given pursuant to this Agreement shall be deposited with the United 9 States Postal Service,postage prepaid and addressed as follows: o .N 10 TO THE CITY: Public Works Director a 300 North "D" Street w 11 San Bernardino, CA 92418 N 12 Telephone: (909) 384-5140 > a L 13 TO THE VENDOR: Fleet Pride a. w 5751 East Santa Ana Street a 14 Ontario, CA 91761 `` 15 Telephone: (909) 605-0677 M Contact: Brad Segler 16 9. ATTORNEYS' FEES. It 0 17 0 In the event that litigation is brought by any party in connection with this Agreement, N 18 19 the prevailing party shall be entitled to recover from the opposing party all costs and expenses, M 20 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of Q 21 its rights or remedies hereunder or the enforcement of any of the terms, conditions or 22 provisions hereof. The costs, salary and expenses of the City Attorney and members of his 23 office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' 24 fees" for the purposes of this paragraph. 25 26 27 28 4 � "ack��tg �3U5��k 2010-349 1 10. ASSIGNMENT. 2 VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or 3 encumber all or any part of the VENDOR's interest in this Agreement without CITY'S prior 4 written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void 5 and shall constitute a breach of this Agreement and cause for the termination of this 6 Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR 7 8 of VENDOR's obligation to perform all other obligations to be performed by VENDOR 9 hereunder for the term of this Agreement. o 2 G 10 11. VENUE. °' x w 11 The parties hereto agree that all actions or proceedings arising in connection with this co 12 Agreement shall be tried and litigated either in the State courts located in the County of San a 13 Bernardino, State of California or the U.S. District Court for the Central District of California, 22, 14 Riverside Division. The aforementioned choice of venue is intended by the parties to be M 15 16 mandatory and not permissive in nature. M i O 17 12. GOVERNING LAW. N 18 This Agreement shall be governed by the laws of the State of California. s 19 13. SUCCESSORS AND ASSIGNS. ca 20 a This Agreement shall be binding on and inure to the benefit of the parties to this Agreement 21 and their respective heirs, representatives, successors, and assigns. 22 23 14. HEADINGS. 24 The subject headings of the sections of this Agreement are included for the purposes of 25 convenience only and shall not affect the construction or the interpretation of any of its 26 provisions. 27 28 5 $��,Packet�A�g�y�306 ii. 2010-349 1 15. SEVERABILITY. 2 If any provision of this Agreement is determined by a court of competent jurisdiction to 3 be invalid or unenforceable for any reason, such determination shall not affect the validity or 4 enforceability of the remaining terms and provisions hereof or of the offending provision in any 5 other circumstance, and the remaining provisions of this Agreement shall remain in full force 6 and effect. 7 8 16. ENTIRE AGREEMENT;MODIFICATION. 9 This Agreement constitutes the entire agreement and the understanding between the o .y 10 parties, and supercedes any prior agreements and understandings relating to the subject manner X W 11 of this Agreement. This Agreement may be modified or amended only by a written instrument co 12 executed by all parties to this Agreement. ° L 13 a HI 14 U. 15 16 M O 17 N 18 /// Q E 19 20 a 21 /// 22 23 24 25 26 27 28 6 2010-349 1 VENDOR SERVICE AGREEMENT FLEET PRIDE 2 3 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and 4 date set forth below. 5 6 Dated: Oa, 2 , 2010 Fleet Pride 7 ay: 8 9 2 Dated 40 , 2010 CITY SAN ERNA O 10 x g w 11 Charles E. McNeely,(City Wager co 12 Approved as to Form: L f iL 13 By: U- 14 Jame . Penman, City Attorney ti 15 CD 16 M 17 N 18 E s 19 a 20 21 22 23 24 25 f- 26 27 1 28 7 PaGk�t Pg3Q�8�' (UO!SUelx:l VSA OP!ad 1901= L£1717) 617£-OLOZ .}uOwg3ePV am z 2010-349 Cl) IL a� Y Attachment CL H a a 0 o c M 4 O p O fl 0 O 0 p i7 "D O �- Q o O 0 O O Q Q v, Nwz `� �/ z o 0 0 0 N o r- CO W Q N Lq �- �. r C9 O pJ O U O • a 0 `r o U' z w Q r< LL }, wz ! U. "'Y 1 J O �{ Xr•^ 00 F E E m LO _o LO Y t N m CL 06 0 U U N Y v c ro ro N E CIO o Ll 0 o E Co cO a+ O U _ cn Ur O U `- U n Y a a� c Cu m c Q Y _Sc O cn » x ca 3 p m p O Y m f` ~O W = n L E c ~ W. O I- Q E ro O U p ro W Y `r rn a rn ro o t m C ^ Z Cn O m ro W m Ur N N ^ 'y >' v Cu N } C� z rn NU7 � � �° cn 2 Na m c o X -v F- Co X x 3 ro o v c d Q 0 to C N a) U M w+ O N V E c .� E .� .� c N °' ¢ '� r o J Cu :D CO U > °: s c a o 2 m n c w: o c a� p ra CO oo > �n Q (nJWwW o� v 0I - ao v O = : a ° o LL D 2 C, Q .� `- O ro -6 C� co C) M* �- AMENDMENT NUMBER TWO TO THE VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND FLEET PRIDE FOR HEAVY DUTY TRUCK PARTS AND SUPPLIES This Amendment Number Two (the "Second Amendment") is entered into this __ day of , 20 , BY AND BETWEEN: the City of San Bernardino, a Charter City organized under the laws of the State of California, with an address of 300 N. "D" Street, San Bernardino, California (the "CITY"); AND, 0 Fleet Pride (the "VENDOR") (individually CITY or VENDOR may be referred to as a "PARTY"and collectively CITY and VENDOR may be referred to as the"PARTIES"). w Q WITNESSETH : > a� WHEREAS, on November 5, 2013 by Resolution 2013-304 the Mayor and Common a Council of the CITY authorized the City Manager to execute that certain agreement entitled "Vendor Services Agreement with Fleet Pride"(the"Agreement"); and, u. ti WHEREAS, the term of the Agreement was from November 30, 2013 to June 30, 2014, 10 with two one-year extensions authorizing the City Manager to extend the term of the Agreement to June 30, 2016; and, w WHEREAS, on April 6, 2015 by Resolution 2015-067 the Mayor and Common Council E of the CITY authorized the City Manager to execute the First Amendment to the Agreement increasing the amount authorized under the Agreement from$100,000 to $120,000; and, E WHEREAS, the Mayor and Common Council have determined that it is advantageous and in the best interests of the City to extend the Agreement on the same terms and conditions, Q including the authorized amount of$120,000 through Fiscal Year 2016/17, with the extended term ending on June 30, 2017. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein,the PARTIES hereby agree as follows: L Section 3 Term; Termination shall be amended to read as follows: "3. TERM; TERMINATION. The term of this Agreement shall be from November 5, 2013 through June 30, 2014, with three (3) one-year extensions at the City's option. Option year one, if exercised, AMENDMENT NUMBR TWO TO THE VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND FLEET PRIDE Page l of 3 ,p c Cet Mr. W, shall be effective July 1, 2014 through June 30, 2015. Option year two, if exercised shall be effective July 1, 2015 through June 30, 2016. Option year three, if exercised, shall be effective July 1, 2016 through June 30, 2017. This Agreement may be terminated at any time by thirty (30) days' prior written notice by either Party. The terms of this Agreement shall remain in force unless amended by written agreement of the Parties." 2. All other tei-rns and conditions of said Agreement shall remain in full force and effect. [Signature Page Follows] 0 m X W Q m L a a� w M Pr M d' r.% E RS _ W E V Q AMENDMENT NUMBR TWO TO THE VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND FLEET PRIDE PageZof3 Pa=c'�; rah ' AMENDMENT NUMBER TWO TO THE VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND FLEET PRIDE FOR HEAVY DUTY TRUCK PARTS AND SUPPLIES IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: , 2016 FLEET PRIDE By: c 2 Its: m X w Q 07 Dated ,2016 CITY OF SAN BERNARDINO •c a By: LL Mark Scott, City Manager M d' �Y APPROVED AS TO FORM: Gary D. Saenz, City Attorney E E s a AMENDMENT NUMBR TWO TO THE VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND FLEET PRIDE Page 3 of 3 1 RESOLUTION NO. 2013 196 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AMENDMENT 3 TO THE VENDOR SERVICE AGREEMENT WITH FLEET PRIDE EXTENDING 4 THE AGREEMENT BY FOUR MONTHS TO OCTOBER 31, 2013, AND INCREASING PURCHASE ORDER NO. 2013-00000105 BY $30,000 FOR THE 5 PURCHASE OF VARIOUS RELATED PARTS AND SUPPLIES IN FY 2013/14, PURSUANT TO SECTION 3.04.010 B-3 OF THE MUNICIPAL CODE. 6 7 WHEREAS, the Fleet Division is requesting an amendment to the Vendor Service S Agreement and extension for four months in the amount of $30,000 to Contract Purchase 9 Order No. 2013-00000105 in order to purchase heavy duty vehicle brake work, including the o c 10 purchase of various related parts and supplies in FY 2013/14 w 11 a BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE > 12 CITY OF SAN BERNARDINO AS FOLLOWS: L 13 � SECTION 1. The City Manager of the City of San Bernardino is hereby authorized to a� 14 execute on behalf of said City Amendment No. 1 to the Vendor Service Agreement between 15 the City of San Bernardino and Fleet Pride, a copy of which is attached hereto, marked 16 1 Exhibit"A"and incorporated herein by reference as fully as though set forth at length. 0 N 18 SECTION 2. The Mayor and Common Council hereby authorize the Director of a� E 19 Finance or his/her designee to extend Contract Purchase Order No. 2013-00000105 from July R 20 1, 2013, until October 31, 2013, for a total not-to-exceed amount of$30,000 for the purchase a 21 of heavy duty vehicle brake work, including the purchase of various related parts and 22 23 supplies. 24 SECTION 3. This purchase is exempt from the formal contract procedures of Section 25 3.04.010 of the Municipal Code, pursuant to Section 3.04.010. B.3 of said Code "Purchases 26 approved by the Mayor and Common Council." 27 2s Backe ISO A, wi 2013-196 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AMENDMENT 2 TO THE VENDOR SERVICE AGREEMENT WITH FLEET PRIDE EXTENDING THE AGREEMENT BY FOUR MONTHS TO OCTOBER 31, 2013, AND 3 INCREASING PURCHASE ORDER NO. 2013-00000105 BY $30,000 FOR THE 4 PURCHASE OF VARIOUS RELATED PARTS AND SUPPLIES IN FY 2013/14, PURSUANT TO SECTION 3.04.010 B-3 OF THE MUNICIPAL CODE. 5 6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor joint adjourned regular 7 and Common Council of the City of San Bernardino at a meeting thereof, held 8 on the 1st day of July , 2013,by the following vote, to wit: 9 Council Members: AYES NAYS ABSTAIN ABSENT 10 X 11 MARQUEZ x a 12 JENKINS x L ® 13 VALDIVIA x LL 14 SHORETT x ti M 15 KELLEY x 16 1,7 JOHNSON x o N 18 MCCAMMACK x a� E 19 20 George���I / a, Ci�rk,Y / �' 21 pry, i The foregoing resolution is hereby approved this c) day of Julv ,2013. 22 23 24 Pa ick J. Mo is, Mayor 25 City o ernardino Approv d as to Form: 26 2 By: 7 J s F. Pen an, City Attorney 28 2013-196 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AMENDMENT 2 TO THE VENDOR SERVICE AGREEMENT WITH FLEET PRIDE EXTENDING THE AGREEMENT BY FOUR MONTHS TO OCTOBER 31, 2013, AND 3 INCREASING PURCHASE ORDER NO. 2013-00000105 BY $30,000 FOR THE 4 PURCHASE OF VARIOUS RELATED PARTS AND SUPPLIES IN FY 2013/14, PURSUANT TO SECTION 3.04.010 B-3 OF THE MUNICIPAL CODE. 5 SECTION 4. The Contract Purchase Order shall reference this Resolution and shall 6 read, "Fleet Pride for the purchase of heavy duty vehicle brake work, including the purchase 7 8 of various related parts and supplies" and shall incorporate the terms and conditions of the c 9 Agreement. g c 10 SECTION 5. The authorization to execute the above-referenced Contract Purchase W 11 Order and Agreement is rescinded if not issued within sixty (60) days of the passage of this co 12 w resolution. a 13 ti 15 16 M 17 0 N 18 = 4) E 19 U cc 20 a 21 22 23 24 25 26 27 28 Pac I�}etPg 5 ; 2013-196 EXHIBIT"A" AMENDMENT NO. 1 TO VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND FLEET PRIDE This AMENDMENT is made and entered into this 1st day of July 2013, by and between the CITY OF SAN BERNARDINO, California, a municipal corporation,hereinafter referred to as the"City" and Fleet Pride, hereinafter referred to as "Vendor." WITNESSETH: A. WHEREAS, on October 18, 2010, the Mayor and Common Council adopted Resolution No. 2010-349 approving Vendor Service Agreement in the amount of $110,000.00 for heavy duty vehicle brake work,including parts and supplies; and ,°-� a� B. WHEREAS,the current expiration date is June 30 2013; and w C. WHEREAS, the City and Vendor wish to extend the Vendor Service > a� Agreement for an additional four(4)months; a` • NOW THEREFORE, the parties hereto agree as follows: a LL 1. Section 2 "Compensation" of said Vendor Service Agreement is amended to add the M following: A. The compensation to Vendor is hereby increased by$30,000. o N B. The total not-to-exceed compensation to date for this Vendor Service Agreement is E as follows: Description Amount Original Agreement $ 110,000.00 Amendment No. 1 $ 30,000.00 Total $ 140,000.00 2. Section 3 of said Vendor Service Agreement is amended to add the following: "The term of this Agreement is hereby extended to October 31,2013,unless terminated earlier as provided in the original Agreement." P a� - 1 - ;� e 2013-196 Amendment No. 1 to Vendor Service Agreement with Fleet Pride 91 A 3. All other terms and conditions of said Vendor Service Agreement as amended approved by Resolution No. 2010-349 shall remain unchanged. c O .y C d X W Q CO N a �L LL d) a) LL M CO O1 r M r O N C E L V M 0 Q _2. 2013-196 Amendment No. I to Vendor Service Agreement with Fleet Pride AMENDMENT NO. 1 TO VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND FLEET PRIDE IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first shown above. CITY OF SAN BERNARDINO FLEET PRIDE by: by: Allen Parker, City Manager Signature o V) C X W Print Name/Title U) m ATTEST: o. d a� U- Georgeann Hanna, City Clerk �o m Approved as to form: N w James F. Penman City Attorney Q By: -3- � Paoket �3�1�$��s: 2013-196 EXHIBIT"A" AMENDMENT NO. 1 TO VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND FLEET PRIDE This AMENDMENT is made and entered into this 1st day of July , 2013, by and between the CITY OF SAN BERNARDINO, California, a municipal corporation,hereinafter referred to as the"City" and Fleet Pride, hereinafter referred to as "Vendor." WITNESSETH: A. WHEREAS, on October 18, 2010, the Mayor and Common Council adopted Resolution No. 2010-349 approving Vendor Service Agreement in the amount of $110,000.00 for heavy duty vehicle brake work, including parts and supplies; and •y c d B. WHEREAS,the current expiration date is June 30 2013; and w a C. WHEREAS, the City and Vendor wish to extend the Vendor Service > Agreement for an additional four(4) months; a L f NOW THEREFORE,the parties hereto agree as follows: U- 1. Section 2 "Compensation" of said Vendor Service Agreement is amended to add the M �r following: m A. The compensation to Vendor is hereby increased by$30,000. 0 N B. The total not-to-exceed compensation to date for this Vendor Service Agreement is E as follows: Q Description Amount Original Agreement $ 110,000.00 Amendment No. 1 $ 30,000.00 Total $ 140,000.00 2. Section 3 of said Vendor Service Agreement is amended to add the following: "The term of this Agreement is hereby extended to October 31, 2013, unless terminated earlier as provided in the original Agreement." ''Pace�ietPg � �gf"� 2013-196 fy COW Amendment No. 1 to Vendor Service Agreement with Fleet Pride 3. All other terms and conditions of said Vendor Service Agreement as amended approved by Resolution No. 2010-349 shall remain unchanged. c 0 .y C K W a CO a �L U- M to T M T O N C QI E L V Rf Q -2- 2013-196 "kd Amendment No. 1 to Vendor Service Agreement with Fleet Pride AMENDMENT NO. 1 TO VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND FLEET PRIDE IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first shown above. CITY OF SAN BERNARDINO FLEET PRIDE i by: A Parker, City Manager ig atur o .N c x W Print Name/Title a� ATTEST: �L CL Georgeann Udnna, City 6&k M (D 0) Approved as to form: N James F. Penman City Attorney = U Q By: -3 - -x>��� §9 RESOLUTION NO. 2013-304 1 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING AN INCREASE TO PURCHASE ORDER 3 2014-1155 FOR A TOTAL OF $100,000 WITH TWO (2) ONE-YEAR EXTENSIONS 4 AT THE CITY'S OPTION TO FLEET PRIDE OF ONTARIO FOR HEAVY DUTY TRUCK PARTS AND SUPPLIES. 5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE 6 CITY OF SAN BERNARDINO AS FOLLOWS: 7 WHEREAS, the Fleet Management Division is requesting an increase to Purchase 8 Order 2014-1155 for a total of$100,000 to purchase heavy duty truck parts and supplies; 9 0 SECTION 1. The City Manager is hereby authorized to execute the Vendor Service 10 X 11 Agreement with Fleet Pride, a copy of which is attached hereto, marked Exhibit "A" and Q co 12 incorporated herein. w a •c 13 SECTION 2. The Mayor and Common Council hereby authorize the Director of � a 14 Administrative Services or his designee to increase to Purchase Order 2014-1155 by $70,000 ti 15 for a total not-to-exceed $100,000 for the purchase of heavy duty truck parts and supplies. 16 17 SECTION 3. The Contract Purchase Order shall reference this Resolution and shall M 0 N 18 read, "Fleet Pride for the purchase of heavy duty truck parts and supplies" and shall w c E 19 incorporate the terms and conditions of the Agreement. 20 � SECTION 4. The authorization to execute the above referenced Contract Purchase `Z 21 Order and agreement is rescinded if not issued and signed within sixty (60) days of the 22 23 passage of this resolution. 24 /// 25 /// 26 27 28 c�e ; ? 2013-304wek 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING AN INCREASE TO PURCHASE ORDER 2 2014-1155 FOR A TOTAL OF $100,000 WITH TWO (2) ONE-YEAR EXTENSIONS AT THE CITY'S OPTION TO FLEET PRIDE OF ONTARIO FOR HEAVY DUTY 3 TRUCK PARTS AND SUPPLIES. 4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 5 oint regular Common Council of the City of San Bernardino at aj g meeting thereof, held 6 7 on the 4th day of November ,2013, by the following vote,to wit: 8 Council Members: AYES NAYS ABSTAIN ABSENT c 9 MARQUEZ x o c 10 JENKINS x w 11 � 12 VALDIVIA x > 13 SHORETT x o. a� a� 14 VACANT U_ n. 15 JOHNSON ` x 16 MCCAMMACK x M Iq 17 0 N 18 19 Geoidkann Hanridi Clerk r 20 The foregoing resolution is hereby approved this c`7� day of a November , 2013. 21 22 trick J. M is, Mayor 23 City ernardino Approved as to form: 24 James F. Penman, 25 City Attorney 26 By: 27 28 2013-304 % � PURCHASE AGREEMENT This Vendor Service Agreement is entered into this 5th day of November 2013, by and between Fleet Pride ("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 contract for the purchase of specific parts and supplies and related repair services for City vehicles and equipment as needed; and o c WHEREAS, Vendor Fleet Pride of Ontario, CA was the lowest bidder in RFQ F-14-10 W on 21 of the 32 specified items requested in the Bid Document; Cn a� NOW, THEREFORE, the parties hereto agree as follows: a. 1. SCOPE OF SERVICES. U_ For the remuneration stipulated, San Bernardino hereby engages the services of Vendor le 7r to provide specific parts and supplies as needed to be utilized by the Public Works Department o M M Fleet Management Division for City vehicles and equipment. N u 2. COMPENSATION AND EXPENSES. a E s a. For the products and/or services delineated above, the City, upon presentation of an invoice, shall pay the Vendor up to the amount not to exceed $100,000 for the parts and supplies as needed, in accordance with the Price List in Vendor's Bid submitted to RFP F-14-10, attached and incorporated herein. b. No other expenditures made by Vendor shall be reimbursed by City. 3. TERM; TERMINATION. The term of this agreement shall be from November 5, 2013 through June 30, 2014, with two (2) one-year extensions at the City's option. Option year one, if exercised, shall be Exhibit"A" 1 r $ i 2013-304 effective July 1, 2014 through June 30, 2015. Option year two, if exercised, shall be effective July 1, 2015 through June 30, 2016. This Agreement may be terminated at any time with thirty (30) days' prior 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 the current term of the Agreement. 4. WARRANTY. Vendor expressly warrants that all products and services supplied to City by Vendor 0 under this agreement shall conform to the specifications, drawings or other description upon a X W which this purchase is based, shall be fit and sufficient for the purpose intended, merchantable, < of good material and workmanship, free from defects and free and clear of all liens or L 0- ® encumbrances. Inspection, testing, acceptance or use of the goods by the City shall not affect LL Vendor's obligations under this warranty, and such warranty shall survive inspections, testing, M �r acceptance and use. Vendor agrees to replace or correct promptly defects of any goods or o M services not conforming to the foregoing warranty without expense to the City, when notified o N of such non-conformity by City. If Vendor fails to correct the defects or replace non- ; E conforming goods or services promptly, City may, after reasonable notice to Vendor, make a such corrections or effect cover, or cure, at Vendor's expense. "Reasonable notice" for purposes of this section shall not be deemed to require more than 60 calendars days notice before commencement of efforts by the City to effect cover or a cure except upon written agreement of the Parties. 5. INDEMNITY. Vendor 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 Exhibit"A" 2 2013-304 , 5,N,er' 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 omissions. Vendor o .y hereby waives any and all rights to any types of express or implied indemnity against the City, X W its elected officials, employees, agents or representatives, with respect to third party claims < cu against the Vendor relating to or in any way connected with the accomplishment of the work or • a performance of services under this Agreement. U_ 6. INSURANCE. While not restricting or limiting the foregoing, during the term of this Agreement, o M M Vendor shall maintain in effect policies of comprehensive public, general and automobile N w liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory r worker's compensation coverage, and shall file copies of said policies with the City's Risk coo � a 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 30 (thirty) days prior to any change or termination in the policy. 7. NON-DISCRIMINATION. In the performance of this Agreement and in the hiring and recruitment of employees, ® Vendor shall not engage m, nor permit its officers, employees or agents to engage in, Exhibit"A 3 �a 4t26 yry 2013-3045rNy discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or sexual orientation, or any other status protected by law, except as permitted to Section 12940 of the California Government Code. 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. Vendor warrants that it shall comply with any and all business registration requirements of the City's Municipal Code, and any other license, permit, qualification, insurance and approval of whatever nature that are legally required of Vendor to practice its business or -F.2 N C profession. x w 9. NOTICES. ai d Any notices to be given pursuant to this Agreement shall be deposited with the United 0. States Postal Service,postage prepaid and addressed as follows: LL r� M TO THE CITY: Public Works Director 300 North"D" Street 0 San Bernardino, CA 92418 M M Telephone: (909) 384-5140 0 N i-� TO THE VENDOR: Fleet Pride a 5751 E. Santa Ana Street s Ontario, CA 91761 Telephone: (909) 605-0677 Attn: Account Manager 10. ATTORNEYS' FEES. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of 10 its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. The costs salary and expenses of the City Attorney and members of his p � Y p tY Exhibit"A" 4 rl'Ia4elietg� 2013-304 office in enforcing this Agreement on behalf of the City shall be considered as"attorneys' fees" for the purposes of this paragraph. 11. ASSIGNMENT. Vendor shall not voluntarily nor 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 without City's prior written consent 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 o .y release Vendor of Vendor's obligation to perform all other obligations to be performed by w Vendor hereunder for the term of this Agreement. a� 12. VENUE. u. The parties hereto agree that all actions or proceedings arising in connection with this LL Agreement shall be tried and litigated either in the State courts located in the County of San Cq 7 Bernardino, State of California or the U.S. District Court for the Central District of California, o M M Riverside Division. The aforementioned choice of venue is intended by the parties to be N mandatory and not permissive in nature. CD s 13. GOVERNING LAW. Q This Agreement shall be governed by the laws of the State of California. 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. Exhibit"A" 5 �Pac etRg �28+�" 2013-304 15. HEADINGS. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its provisions. 16. 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 o .y other circumstance, and the remaining provisions of this Agreement shall remain in full force w and effect. vi m 17. ENTIRE AGREEMENT; MODIFICATION. o. This Agreement constitutes the entire agreement and the understanding between the a w parties, and supersedes any prior agreements and understandings relating to the subject manner Iq of this Agreement. This Agreement may be modified or amended only by a written instrument c M M executed by all parties to this Agreement. N E r a • Exhibit"A" 6 �ePack4�tFg�;329, t, 2013-304 PURCHASE AGREEMENT FLEET PRIDE IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: , 2013 FLEET PRIDE By: Name/Title: 0 N C Dated 72013 CITY OF SAN BERNARDINO X U3 By: Allen Parker, City Manager Approved as to form: a James F. Penman, City Attorney LL By: -` 0 M M r a N C d E .0 V RS Q Exhibit"A" 7 " '0"", 2013-304 PURCHASE AGREEMENT This Vendor Service Agreement is entered into this 5th day of November 2013, by and between Fleet Pride ("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 contract for the purchase of specific parts and supplies and related repair services for City vehicles and equipment as needed; and o .2 WHEREAS, Vendor Fleet Pride of Ontario, CA was the lowest bidder in RFQ F-14-10 a X W on 21 of the 32 specified items requested in the Bid Document; Q co NOW, THEREFORE, the parties hereto agree as follows: a O 1. SCOPE OF SERVICES. a U. For the remuneration stipulated, San Bernardino hereby engages the services of Vendor M Tr v to provide specific parts and supplies as needed to be utilized by the Public Works Department c M Fleet Management Division for City vehicles and equipment. o N 2. COMPENSATION AND EXPENSES. E s a. For the products and/or services delineated above, the City, upon presentation of an a invoice, shall pay the Vendor up to the amount not to exceed $100,000 for the parts and supplies as needed, in accordance with the Price List in Vendor's Bid submitted to RFP F-14-10, attached and incorporated herein. b. No other expenditures made by Vendor shall be reimbursed by City. 3. TERM; TERMINATION. The term of this agreement shall be from November 5, 2013 through June 30, 2014, with two (2) one-year extensions at the City's option. Option year one, if exercised, shall be Exhibit"A" 1 l'�cket Pg33l,g` 2013-304 MM1511JN ff effective July 1, 2014 through June 30, 2015. Option year two, if exercised, shall be effective July 1, 2015 through June 30, 2016. This Agreement may be terminated at any time with thirty (30) days' prior 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 the current term of the Agreement. 4. WARRANTY. Vendor expressly warrants that all products and services supplied to City by Vendor o N under this agreement shall conform to the specifications, drawings or other description upon x w which this purchase is based, shall be fit and sufficient for the purpose intended, merchantable, a� of good material and workmanship, free from defects and free and clear of all liens or %"77 a. encumbrances. Inspection, testing, acceptance or use of the goods by the City shall not affect a U. Vendor's obligations under this warranty, and such warranty shall survive inspections, testing, acceptance and use. Vendor agrees to replace or correct promptly defects of any goods or o M M services not conforming to the foregoing warranty without expense to the City, when notified N of such non-conformity by City. If Vendor fails to correct the defects or replace non- conforming goods or services promptly, City may, after reasonable notice to Vendor, make a such corrections or effect cover, or cure, at Vendor's expense. "Reasonable notice" for purposes of this section shall not be deemed to require more than 60 calendars days notice before commencement of efforts by the City to effect cover or a cure except upon written agreement of the Parties. 5. INDEMNITY. Vendor shall indemnify and hold the City, its elected officials, employees, agents of actions damages and liabilities of an kind representatives, free and harmless from all claims, g y Exhibit"A" 2 4 � II 332 2013-304 AV ik 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 omissions. Vendor o V) hereby waives any and all rights to any types of express or implied indemnity against the City, x w its elected officials, employees, agents or representatives, with respect to third party claims N a� against the Vendor relating to or in any way connected with the accomplishment of the work or a 0- performance of services under this Agreement. U_ 6. INSURANCE. M �r While not restricting or limiting the foregoing, during the term of this Agreement, c M M Vendor shall maintain in effect policies of comprehensive public, general and automobile N liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory E s worker's compensation coverage, and shall file copies of said policies with the City's Risk cc Q 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 30 (thirty) days prior to any change or termination in the policy. 7. NON-DISCRIMINATION. In the performance of this Agreement and in the hiring and recruitment of employees, Vendor shall not nor,e en g a g in permit its officers, employees or agents to engage in, Exhibit"A" 3 2013-304 +r discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or sexual orientation, or any other status protected by law, except as permitted to Section 12940 of the California Government Code. 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. Vendor warrants that it shall comply with any and all business registration requirements of the City's Municipal Code, and any other license, permit, qualification, insurance and approval of whatever nature that are legally required of Vendor to practice its business or o y C profession. X W 9. NOTICES. a� Any notices to be given pursuant to this Agreement shall be deposited with the United a States Postal Service,postage prepaid and addressed as follows: U- ti M !1' TO THE CITY: Public Works Director 300 North"D" Street c San Bernardino, CA 92418 M Telephone: (909) 384-5140 N TO THE VENDOR: Fleet Pride 5751 E. Santa Ana Street Ec U Ontario, CA 91761 Telephone: (909) 605-0677 ¢ Attn: Account Manager 10. ATTORNEYS' FEES. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. The costs, salary and expenses of the City Attorney and members of his Exhibit"A" 4 f,'Pac ket�g�3�3 2013-304 office in enforcing this Agreement on behalf of the City shall be considered as"attorneys' fees" for the purposes of this paragraph. 11. ASSIGNMENT. Vendor shall not voluntarily nor 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 without City's prior written consent 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 o N C release Vendor of Vendor's obligation to perform all other obligations to be performed by x w Vendor hereunder for the term of this Agreement. 12. VENUE. a The parties hereto agree that all actions or proceedings arising in connection with this a) LL 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, co M Riverside Division. The aforementioned choice of venue is intended by the parties to be N mandatory and not permissive in nature. s U 13. GOVERNING LAW. a This Agreement shall be governed by the laws of the State of California. 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. Exhibit"A" 5 � a`Ck t P r 35 r'W 2013-304 15. HEADINGS. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its provisions. 16. 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 o N C other circumstance, and the remaining provisions of this Agreement shall remain in full force W and effect. a� 17. ENTIRE AGREEMENT; MODIFICATION. o. This Agreement constitutes the entire agreement and the understanding between the a� LL parties, and supersedes any prior agreements and understandings relating to the subject manner of this Agreement. This Agreement may be modified or amended only by a written instrument c M M executed by all parties to this Agreement. N E U Q Exhibit"A" 6 { Ack 2013-304 '5 PURCHASE AGREEMENT FLEET PRIDE IN WITNESS THEREOF,the parties hereto have executed this Agreement on the day and date set forth below. Dated: ,VOV' �-� , 2013 FLEE E Name/Title: �i 0 .y Dated JYl/n-h&g , 2013 CITY OF SAN B ARDINO X W By: > Al ker, City Manager Approved as to form: a James F. Penman, City Attorney °' U. By: G v 0 M M r O N r-% G r V N Q Exhibit"A" 7 10 1 RESOLUTION NO. 2015-67 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A FIRST 3 AMENDMENT TO THE VENDOR SERVICE AGREEMENT BETWEEN FLEET 4 PRIDE AND THE CITY OF SAN BERNARDINO AND AUTHORIZING THE INCREASE TO ANNUAL PURCHASE ORDER NO. 2014-00000135 FOR A TOTAL 5 NOT TO EXEED $120,000 TO FLEET PRIDE FOR HEAVY EQUIPMENT PARTS 6 NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON 7 COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 8 SECTION 1. The City Manager is hereby authorized to execute a First Amendment 9 0 to the Vendor Service Agreement between Fleet Pride and the City of San Bernardino, 10 x n attached hereto as Exhibit"A"and incorporated herein. Q 12 SECTION 2. The Director of Finance, or designee, is hereby authorized to increase a 0. 13 Purchase Order No. 2014-00000135 to an amount not to exceed$120,000.00. m 14 U. 15 16 La 17 o N 18 19 HI 20 21 22 23 24 25 26 27 28 1 � Pacl�iet,Pg�338 �' I RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A FIRST 2 AMENDMENT TO THE VENDOR SERVICE AGREEMENT BETWEEN FLEET PRIDE AND THE CITY OF SAN BERNARDINO AND AUTHORIZING THE 3 INCREASE TO ANNUAL PURCHASE ORDER NO. 2014-00000135 FOR A TOTAL 4 NOT TO EXEED$120,000 TO FLEET PRIDE FOR HEAVY EQUIPMENT PARTS 5 6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 7 Common Council of the City of San Bernardino at a joint regular meeting thereof, held on the 8 6th day of April, 2015, by the following vote, to wit: 9 0 Council Members: AYES NAYS ABSTAIN ABSENT 10 x 11 MARQUEZ X Q 12 BARRIOS X a.a L 13 VALDIVIA X 14 SHORETT X U. 15 NICKEL X 16 JOHNSON X 17 O 18 MULVIHILL X 19 � s 20 Georgeadi Hanna, ' y Clerk 21 -►''� The foregoing resolution is hereby approved this �d — day of April, 2015. 22 23 �- 24 R. Carey Dav' , Mayor City of San 8emardino 25 Approved as to form: 26 Gary D. Saenz, City Attorney 27 28 By: cC-u-r- 2 2015-67 1 FIRST AMENDMENT TO VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND FLEET PRIDE FOR HEAVY DUTY 2 EQUIPMENT BRAKES AND PARTS. 3 This First Amendment to Vendor Service Agreement with Fleet Pride for Heavy Duty 4 Truck Brakes and Parts is entered into this 6th day of April, 2015 and between Fleet Pride ("VENDOR") and the City of San Bernardino ("CITY"), 5 WITNESSETH: 6 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 Heavy Equipment Brake and parts series; 9 and c 10 WHEREAS, VENDOR is a Select Source Vendor and was awarded a contract by the a� 11 Mayor and Common Council on November 4, 2013, Resolution 2013-304, in the amount of x 12 co $100,000. a� 13 iL 14 NOW, THEREFORE, the parties hereto agree as follows: a� 15 1. Section 2, Compensation and Expenses of the Agreement is hereby amended to `.`. ti M 16 increase the payment to VENDOR to an amount not to exceed$120,000 ti 17 2. All other terms and conditions of the Agreement shall remain in full force and Lo 18 0 effect. u 19 20 R 21 22 /// 23 24 25 26 27 f 28 pro 1 rG 'a�ketP[J '40 ` tl 2015-67 1 2 3 FIRST AMENDMENT TO VENDOR SERVICE AGREEMENT BETWEEN 4 THE CITY OF,SAN BERNARDINO AND FLEET PRIDE FOR HEAVY DUTY EQUIPMENT BRAKES AND PARTS. 5 6 IN WITNESS THEREOF, the parties hereto have executed this on the day and date 7 set forth below. 8 9 10 Dated: ,2015 Fleet Pride °- N C d 11 By: w 12 Cn Its: a� 13 �L Dated: ,2015 CITY OF SAN BENARDINO °" 14 a U- 15 By: ti 16 Allen J. Parker, City Manger ti 17 18 APPROVED AS TO FORM: N 19 Gary D. Saenz, City Attorney E 20 By: e2 21 (fD a 22 23 24 25 26 27 28 2 K4� ti'�� 2015-6 7 1 FIRST AMENDMENT TO VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND FLEET PRIDE FOR HEAVY DUTY 2 EQUIPMENT BRAKES AND PARTS. 3 This First Amendment to Vendor Service Agreement with Fleet Pride for Heavy Duty 4 Truck Brakes and Parts is entered into this 6th day of April, 2015 and between Fleet Pride ("VENDOR") and the City of San Bernardino ("CITY"), 5 WITNESSETH: 6 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 Heavy Equipment Brake and parts series; 9 and c 10 WHEREAS, VENDOR is a Select Source Vendor and was awarded a contract by the 'M a� 11 Mayor and Common Council on November 4, 2013, Resolution 2013-304, in the amount of w 12 a $100,000. 13 a 14 NOW, THEREFORE,the parties hereto agree as follows: 15 1. Section 2, Compensation and Expenses of the Agreement is hereby amended to ti M 16 increase the payment to VENDOR to an amount not to exceed$120,000 ti 17 2. All other terms and conditions of the Agreement shall remain in full force and CD Ln 18 N effect. 19 20 U 21 22 23 24 25 HI/ 27 /// 28 � 1 P'�i �0fg s�f ' 2015-67 1 2 3 FIRST AMENDMENT TO VENDOR SERVICE AGREEMENT BETWEEN 4 THE CITY OF SAN BERNARDINO AND FLEET PRIDE FOR HEAVY DUTY EQUIPMENT BRAKES AND PARTS. 5 6 IN WITNESS THEREOF, the parties hereto have executed this on the day and date 7 set forth below. 8 9 10 Dated: ,2015 Fleet P '_ 11 X 12 Q Its: 13 a. 0 U. 14 Dated: y �✓� ,2015 CITY OF SAN BENARDINO 15 By: G-✓ 16 Allen J. 'Parker, City Manger 17 0 Lo 18 APPROVED AS TO FORM: N 19 Gary D. Saenz, City Attorney CD 20 By r 21 Q 22 23 24 25 26 27 28 `.r 2 w%a P - r�0 7 W"a F