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HomeMy WebLinkAbout2001-221 . 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Resolution No, 2001-221 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF SAN BERNARDINO AUTHORIZING THE PURCHASING MANAGER TO ISSUE AN ANNUAL PURCHASE ORDER AND SIGN A STANDARD FORM SERVICE AGREEMENT WITH SK TELECON. INC. FOR CABLE PULL SERVICE, TO BE UTILIZED BY THE FACILITIE;S MANAGEMENT DEPARlMENT. BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. Authorize SK Telecon, Inc, to provide cable pull service, The Purchasing Manager is hereby authorized and directed to sign a standard form service agreement attached as Exhibit "A" and incorporated herein, and issue a purchase order for $29,601.00, for cable pull service to SK T elecon, Inc, SECTION 2. The authorization to execute the above reference purchase order and agreement is rescinded if it is not issued within sixty (60) days of the passage of this resolution, IIIII I I I I I I I I I I IIIII I I I I I I I I I I IIIII IIIII IIIII IIIII 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2001-221 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF SAN BERNARDINO AUTHORIZING THE PURCHASING MANAGER TO ISSUE AN ANNUAL PURCHASE ORDER AND SIGN A STANDARD FORM SERVICE AGREEMENT WITH SK TELECON, INC. FOR CABLE PULL SERVICE, TO BE UTILIZED BY THE FACILITIE,S MANAGEMENT DEPARlMENT. I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a joint regular meeting thereof, held on the 9th day of July Council Members: Ayes ES1RADA X LIEN X MCGINNIS X - SCHNETZ X SUAREZ X ANDERSON X MCCAMMACK X ,2001, by the following vote, to wit: Abstain Absent Nays ~iJ.CL~/L . City Clerk The foregoing resolution is hereby approved this July , 2001. IdT'lf day of Ju 'th alles, Mayor , of San Bernardino Approved as to form and Legal content; James F, Penman, City Attorney BY: Lt,~ () 2 2001-221 EXHIBIT "A" r- ~ ," ,_. ". I ,_. :~, ,~," '\ ,;'- AGREEMENT FOR PROFESSIONAL SERVICES "01 ",- ~:'l r"'~ This AGREEMENT is made and.entered into this 9th day of Julv. 2001 , by and between the CITY OF SAN BERNARDINO, California, a municipal corporation, hereinafter referred to as the "City" and SK TELECON. INC, , a California corporation, hereinafter referred to as "Contractor", WITNESSETH WHEREAS, City desires to obtain professional services for the installation, moves, adds, and changes of telephone cables and equipment for all City facilities, WHEREAS, Contractor is qualified to provide said professional services as well as telephone services; and WHEREAS, San Bernardino City Council has elected to engage the services of Contractor upon the terms and conditions as hereinafter set forth, NOW, THEREFORE, it is mutually agreed, as follows: 1, SCOPE OF SERVICES Contractor shall perform those services specified in "Scope of Work" contained in the June 1998 Agreement and as referenced in the proposal dated Mav 15,2001, a copy of which is attached hereto as Exhibit "I", hereinafter referred to as "Work" and incorporated herein as though set forth in full. 2, TERM OF AGREEMENT , The services of Contractor are to commence immediately after the City has authorized work to start by issuance of a Notice to Proceed, The scheduled completion dates are shown in the proposal and shall be modified to reflect the actual date ofthe Notice to Proceed and may be adjusted by the City as determined by progress of the work. This Agreement shall expire upon completion of the project or as directed by the City unless extended by written agreement of the parties. Page 1 of 10 2001-221 3, STANDARD OF PERFORMANCE Contractor will, at its sole expense: (a) Complete all work product, in conformance with controlling State Standards, Uniform Building Codes, Electrical Codes, and the project specifications. (b) Conduct and carry out the Work in accordance with the terms and conditions of this Agreement and diligently pursue completion of the Work in accordance with the timetable set forth on Exhibit 1, (c) Supervise and direct the Work, using Contractor's best skill and attention, Contractor will be solely responsible for and have control over the means, methods, techniques, sequences, procedures and for coordinating all portions of the Work. (d) Unless otherwise provided in this Agreement, provide and pay for all labor, materials, equipment and tools necessary for the proper execution and completion of the Work. (e) Enforce strict discipline and good order among the employees, subcontractors and agents carrying out the Work and employ and permit the employment of only qualified persons skilled in tasks assigned to them in performing the Work. (f) Secure all governmental licenses and inspections necessary for the performance and completion of the Work in accordance with all laws, statutes, ordinances, building codes and regulations applicable to performing the Work (the "Applicable Laws") other than those to be obtained by City, (g) Comply with and give all notices required by all Applicable Laws, However, Contractor does not assume the obligation to determine whether the Work or this Agreement is in accordance with all laws and regulations applicable to the City, (h) Keep the facilities and the surrounding area free from the accumulation of waste materials and rubbish resulting from Contractor's performance of its obligations under this Agreement. On or before completion of the Work, remove from and about the facilities, all such waste materials and rubbish, and all of Contractor's tools, equipment, machinery and surplus materials, except that, as provided in Section 9, the City will remove and dispose of all toxic or hazardous material removed from the facilities, Page 2 of 10 2001-221 (i) Take reasonable precautions for safety, and provide reasonable protection to prevent damage, injury or loss as a result of the Work, including without limitation, coordinating the Work with the City's on-site safety program. 4, CHANGES/EXTRA SERVICES A. Performance of the work specified in the "Scope of Services" is made an obligation of Contractor under this Agreement, subject to any changes made subsequently upon mutual agreement of the parties, All such changes shall be incorporated by written amendments to this Agreement and include any increase or decrease in the amount of compensation due Contractor for the change in scope, Any change which has not been so incorporated shall not be binding on either party, B, No extra services shall be rendered by Contractor under this Agreement unless such extra services are authorized, in writing, by City prior to performance of such work. Authorized extra services shall be invoiced based on Contractor's proposed rates, a copy of which is included in the proposal and incorporated herein as though set forth in fulL 5, COMPENSATION A, The City shall reimburse the Contractor for actual costs (including labor costs, employee benefits, overhead, profit, other direct and indirect costs) incurred by the Contractor in performance of the work, at the rates listed in the proposal and for the tasks completed and partially completed in accordance with monthly billings in an amount not to exceed $29,601.00, B, Said compensation shall not be altered unless there is significant alteration in the scope, complexity, or character of the work to be performed, Any such significant alteration shall be agreed upon in writing by City and Contractor before commencement of performance of such significant alteration by Contractor. . Any adjustment of the cost of services will only be permitted when the Contractor establishes and City has agreed, in writing, that there has been, or is to be, a significant change in: 1. Scope, complexity, or character of the services to be performed; 2, Conditions under which the work is required to be performed; and 3, Duration of work if the change from the time period specified in the Agreement for Completion of the work warrants such adjustment. C. The Contractor is required to comply with all Federal, State and Local laws and ordinances applicable to the work and which are in effect as of the date of the notice to proceed, Page 3 of 10 2001-221 6. PAYMENT BY CITY A. The billings for all services rendered pursuant to this Agreement shall be submitted monthly by Contractor to City and shall be paid by City within twenty (20) days after receipt of same, excepting any amounts disputed by City. B, Should litigation be necessary to enforce any term or provision of this Agreement, or to collect any portion of the amount payable under this Agreement, then all reasonable litigation and collection expenses, witness fees, and court costs, and attorney's fees shall be paid to the prevailing party. The costs, salary and expenses of the City Attorney and members of his office in connection with that action shall be considered as attorneys' fees for the purposes of this Agreement. 7. SUPERVISION AND ACCEPTANCE OF SERVICES A. The Facilities Manager of the City, or his designee, shall have the right of General supervision over all work performed by Contractor and shall be City's agent with respect to obtaining Contractor's compliance hereunder. No payment for any services rendered under this Agreement shall be made without prior approval of the Facilities Manager or his designee, B, Contractor shall perform the Work as an independent contractor and shall not be considered and employee of the City, This Agreement is by and between Contractor and the City, and is not intended, and shall not be construed, to create the relationship of agent, servant, employee, partnership, joint venture, or association, between the City and Contractor. 8. REPRESENTATIONS Each party represents that: (a) It has all requisite corporate power and authority to execute aIld deliver this Agreement and to perform its obligations hereunder, and it is in good standing under the laws of the state of its organization or incorporation, (b) The execution, delivery and performance of this Agreement have been duly authorized by its board of directors or governing body, as the case may be, and in accordance with its organizational documents. (c) This Agreement has been duly executed and delivered on its behalf by Signatories so authorized and constitutes its legal, valid and binding obligation, (d) The execution, delivery and performance of this Agreement will not result in a breach or violation of nor constitute a default under any agreement, lease or instrument to which it is a party. Page 4 of 10 2001-221 (e) To the best of its knowledge, there is no pending or threatened judicial action or administrative proceeding that could have an adverse effect on the validity or enforceability of this Agreement or such party's ability to perform its obligations under this Agreement. 9. DISCOVERY AND DISPOSAL OF HAZARDOUS SUBSTANCES (a) If any Hazardous Substances are discovered at the facilities during the Work, such discovery shall constitute a cause beyond Contractor's reasonable control and Contractor shall have the right to cease the Work until the City, at its expense, as appropriate, tests, abates, encapsulates, cleans up, removes or disposes of such Hazardous Substances, (b) Ifthe City so requests, Contractor shall assist the City by providing the City a list of qualified disposal companies, arranging contracts between the City and a qualified disposal company and coordinating the Work with the activities of a qualified disposal company, Although budget costs for such services may be included in program proposals and cash flow analyses, the City will be directly responsible for contracts and payment to disposal companies. 10. INSURANCE Contractor shall, at its expense, maintain commercial general liability coverage and employer's liability coverage of at least $1,000,000 for each occurrence, $2,000,000 aggregate, and workers compensation coverage, to protect such party and its officers, directors, agents and employees from any claims under workers' compensation and from any and all other claims for bodily injury, including death and personal injury, and from claims for property damage arising from Contractor's performance under this Agreement, Contractor shall submit to the City completed Certificates ofInsurance evidencing such coverage, Contractor shall name the City of San Bernardino as an additional insured on the policy, . Except for City's negligence or willful misconduct, Contractor shall indemnify, defend and hold City and City officers and employees harmless from all claims, damages, costs and expenses, including but not limited to damages to property or personal injury, arising from Contractor's performance under this Agreement. The provisions of this section shall survive the expiration or early termination of this Agreement. 11. DEFAULT AND TERMINATION (a) If Contractor or the City: (I) Fails to make any payment as it becomes due in accordance with the terms of the Agreement; Page 5 of 10 2001-221 (2) Fails to perform or observe any other covenant, condition, or obligation to be performed or observed by it hereunder; or (3) Made in this Agreement any materially false, misleading or erroneous representation to the other party, then the other party shall have the right to send a notice of termination of this Agreement. During the thirty (30) day period beginning on the date of such notice, Contractor and City shall negotiate in good faith toward an amicable resolution of the default. Ifno such resolution is agreed upon in writing within such period, this Agreement shall terminate. (b) Ifproceedings under any bankruptcy, insolvency, reorganization or similar legislation are instituted against or by a party, or a receiver or similar officer is appointed for a party or any of its property, and such proceedings or appointments are not vacated, or fully stayed, within thirty (30) days after the institution or occurrence thereof, the other party shall have the right to terminate this Agreement by written notice; such notice to be effective upon delivery, (c) The non-defaulting party may, at its discretion, exercise all remedies available at law or equity or other appropriate proceedings, including bringing any action or actions from time to time for the recovery of damages as a result of such default, and all costs and expenses reasonably incurred in the exercise of its remedies hereunder (including attorneys' fees), 12. ASSIGNMENT (a) Except as provided in this Section, neither party will assign any of its rights or obligations hereunder without the prior written consent of the other party, This Agreement will bind and inure to the benefit of the succe~sors and permitted assigns of the parties, (b) The City may transfer or assign its rights and obligations under this Agreement to a successor purchaser of the facilities if such assignee or transferee explicitly assumes in writing the obligations of the City under this Agreement 13. EXCUSED DELAYS If either party will be delayed in or prevented, in whole or in part, from performing any obligation or condition hereunder with the exception of the payment of money, or from exercising its rights by reason or as a result of any "force majeure" or due to the failure of the other party to perform its obligations hereunder, such party will be excused from performing such obligations or conditions while such party is so delayed or prevented. The term "force majeure" Page 6 of 10 2001-221 as used herein means acts of God, acts of government, strikes, lockouts, or other industrial disturbances, acts of public enemy, blockades, wars, insurrections or riots, epidemics, landslides, fires, storms, floods, earthquakes, explosions, water damage, lightning, freeze-ups, theft, malicious mischief, electrolytic or chemical action, unusual delays in transportation, or other similar causes beyond the control of such party, 14. NOTICES Any and all notices between the City and Contractor provided for or permitted under this Agreement or by law will be in writing and will be deemed duly served when personally delivered to the party, or in lieu of such personal service when deposited in the United States mail, certified, postage prepaid, addressed to such party at the address of such party listed on the signature page to this Agreement or at such other address as is given to the other party by like notice, A copy of any notice to Contractor shall be sent to S,K, Telecon. Inc.. P,O, Box 55730. Riverside. CA 92517 (Attn: Ken Skeeters), 15, MISCELLANEOUS (a) Term. This Agreement will take effect when signed by both parties and, unless sooner terminated, will continue until June 30, 2002, (b) Forum and Law, This Agreement is considered to have been made at City of San Bernardino, County of San Bernardino. Contractor and the City agree that any and all disputes arising out of or in connection with this Agreement will be brought only in the jurisdiction of the County of San Bernardino, CA and each agree to the service of process in accordance with the law of the State of California, (c) Entire Agreement. This Agreement, including its Exhibits, which Exhibits are incorporated into this Agreement in their entirety, contaips the entire agreement between the parties with respect to its subject matter and supersedes all prior proposals, letters, brochures and other material relating to its subject matter. No amendment, waiver or discharge of any provision of this Agreement will be valid unless in writing and signed by an authorized representative of the party against which such amendment, waiver or discharge is sought to be enforced, (d) Non-Waiver. The failure of either party to insist in any instance upon strict performance of any of the provisions of this Agreement will not be construed as a waiver of any such provision nor affect any present or future right hereunder. ' (e) Intemretation. The headings and the table of contents are for reference and convenience only and will not be considered in the interpretation of this Agreement. The language used in this Agreement will be deemed to have been Page 7 of 10 2001-221 chosen by the parties to express their mutual intent and no rule of construction will be used to construe language against either party, (f) Severabilitv. If any provision of this Agreement is held to be unenforceable, then both parties will be relieved of all obligations arising under such provision, but only to the extent that such provision is unenforceable, and this Agreement will be deemed amended by modifYing such provision to the extent necessary to make it enforceable while preserving its intent or, if that is not possible, by substituting another provision that is enforceable and achieves the same objective and economic result. If such unenforceable provision does not relate to the payments to be made to Contractor, and ifthe remainder of this Agreement is capable of substantial performance, then the remainder of this Agreement will be enforced to the extent permitted by law, (g) Independent Parties, Nothing contained in this Agreement will be deemed or construed for any purpose, to establish, between the parties, a partnership or joint venture, a principal-agent relationship, or any relationship other than City and independent contractor. (h) Non-Discrimination, During the performance of this Agreement, Contractor agrees that Contractor shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, sex or sexual orientation in the selection and retention of employees and subcontractors and the procurement of materials and equipment. Further, Contractor agrees to conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement. 16, COMPLIANCE WITH CIVIL RIGHTS LAWS Contractor hereby certifies that it will not discriminate against any eI1i1ployee or applicant for employment because of race, color, age, disability, religion, sex, marital status or national origin, in accordance with Federal, State, and Local laws. Such action shall include, but not be limited to, the following: recruitment and recruitment advertising, employment, upgrading, and promotion, Page 8 of 10 ; CITY OF SAN BERNARDINO By: f#J4U Its: Purchasing Manager Date: }-(! ~Ol Address for notices: Citv of San Bernardino 300 North D Street San Bernardino, CA 92418 Attention: Jim Sharer Approved as to form and legal content: JAMES F, PENMAN City Attorney 2001-221 SK TELECON, INC. ~. ,~wtb Its: Owner Date: 7 - z.t, ~ IV ( Address for notices: S,K, TELECON, P,O. Box 55730 Riverside, CA 92517 Attention: KEN SKEETERS Page 9 of 10 . . ' " .' . 2001-221 ATTACHMENT "1" P.o. Box SS730 Riverside, Ca. 92.517 909.788.4830 ill,;,iil.lll"'ii'!ii'illl;ill;llllillS~.NIIIW.~,'lm\~1'Illlli May 15, 2001 City of San Bernardino 300 N, "D" Street San Bernardino. Ca, 92418 ""AUn: Jim Sharer .~4.P~ "~r>>.. &t,,%p~;jim: :::;" .:'Jt*ii>.... .,'~ slit'll*,.. "lff~ to infonn you that s.k. TELECON, inc. desires to continue our adds, moves, and "x,....w. .i &tl>>b.tract for your fiscal year beginning July 1, 2001 and ending June 30, 2002 at the .}$ 29.601.00, This price reflects a cost oflMng increase of 3,5%, ~ '.' , .... erstanding that all pertinent ftems associated with the eJdsting ScoDe of Work main the same throughout this tenn. .",ii:~ate the opportunfty to continue to seNe the Cfty and hopefully retain our mutuallv .....frcial posftion wfth you and your staff, As always, Jim, should you have any questions or comments regarding this proposal, please do not hesftate to give me a call, ( ';.~~jrYtlf ~~(2~-~. ~- Kenneth L. Skeeters s,k. TELECON. inc, " . . . . . . . . . . . . . . . . . . .