HomeMy WebLinkAbout2007-110
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RESOLUTION NO. 2007-110
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF SAN
BERNARDINO AUTHORIZING THE EXECUTION OF A CONTRACT WITH
AND ISSUANCE OF A PURCHASE ORDER TO PHOENIX GROUP
INFORMATION SYSTEMS FOR PARKING CITATION PROCESSING IN
THE CITY OF SAN BERNARDINO.
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF
THE CITY OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. Phoenix Group Information Systems is the preferred provider of
parking citation processing services. Pursuant to SB Municipal Code g3.04.01O (B) (3),
the Common Council hereby authorizes the Mayor to execute an Agreement for Parking
Citation Processing Services, attached and incorporated herein as Exhibit "A", and the
Finance Department is hereby authorized and directed to issue a Purchase Order to
Phoenix Group Information Systems for $40,000 each fiscal year for FY 2006/07
through FY 2009/2010, with three one-year renewal options, referencing this resolution
in the text of the Purchase Order, for parking citation processing services for the City of
San Bernardino.
SECTION 2. This contract and any amendment or modification thereto shall
not take effect or become operative until fully signed and executed by the parties and no
party shall be obligated hereunder until the time of such full execution. No oral
agreements, amendments, modifications or waivers are intended or authorized and shall
not be implied from any course of conduct of any party.
SECTION 3. This authorization to execute the above referenced Agreement
and Purchase Order is rescinded if not issued within 90 days of the passage of this
resolution.
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17 v..-f.. /:;. ~
18 ~Ra el G. Clark, City Clerk
19 The foregoing resolution is hereby approved this ~ day of _ April
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF SAN
BERNARDINO AUTHORIZING THE EXECUTION OF A CONTRACT WITH
AND ISSUANCE OF A PURCHASE ORDER TO PHOENIX GROUP
INFORMATION SYSTEMS FOR PARKING CITATION PROCESSING IN
THE CITY OF SAN BERNARDINO.
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 2nd day of April ,2007, by the
following vote, to wit:
Council Members: AYES NAYS ABSTAIN ABSENT
ESTRADA x
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BAXTER x
BRINKER X
DERRY X
-
KELLEY X
JOHNSON -L-
McCAMMACK X
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2007.
Approved as to form:
2007-110
Exhibit "A"
AGREEMENT FOR PARKING CITATION PROCESSING SERVICES
THIS AGREEMENT is made and entered into this ?nil day of April
2007 ("Effective Date"), by and between the CITY OF SAN BERNARDINO, a charter
city ("City"), and Phoenix Group Information Systems, a California corporation.
WITNESSETH:
A. WHEREAS, City proposes to have Consultant perform the parking citation
processing services described herein below; and
B. WHEREAS, Consultant represents that it has that degree of specialized expertise
contemplated within California Government Code, Section 37103, and holds all
necessary licenses to practice and perform the services herein contemplated; and
C. WHEREAS, City and Consultant desire to contract for specific services in
connection with the project described below and desire to set forth their rights, duties and
liabilities in connection with the services to be performed; and
D. WHEREAS, no official or employee of City has a financial interest, within the
provisions of California Government Code, Sections 1090-1092, in the subject matter of
this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and
conditions contained herein, the parties hereby agree as follows:
1.0. SERVICES PROVIDED BY CONSULTANT
1.1. Scone of Services. Consultant shall furnish parking citation processing
services to City in accordance with Exhibit "I", attached and incorporated herein.
1.2. Professional Practices. All professional services to be provided by
Consultant pursuant to this Agreement shall be provided by personnel experienced in
their respective fields and in a manner consistent with the standards of care, diligence and
skill ordinarily exercised by professional consultants in similar fields and circumstances
in accordance with sound professional practices. Consultant also warrants that it is
familiar with all laws that may affect its performance of this Agreement and shall advise
City of any changes in any laws that may affect Consultant's performance of this
Agreement.
1.3. Warrantv. Consultant warrants that it shall perform the services required
by this Agreement in compliance with all applicable Federal and California employment
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laws including, but not limited to, those laws related to minimum hours and wages;
occupational health and safety; fair employment and employment practices; workers'
compensation insurance and safety in employment; and all other Federal, State and local
laws and ordinances applicable to the services required under this Agreement.
Consultant shall indemnifY and hold harmless City from and against all claims, demands,
payments, suits, actions, proceedings, and judgments of every nature and description
including attorneys' fees and costs, presented, brought, or recovered against City for, or
on account of any liability under any of the above-mentioned laws, which may be
incurred by reason of Consultant's performance under this Agreement.
1.4. Non-discrimination. In performing this Agreement, Consultant shall not
engage in, nor permit its agents to engage in, discrimination in employment of persons
because of their race, religion, color, national origin, ancestry, age, physical handicap,
medical condition, marital status, sexual gender or sexual orientation, or any other
category protected by law, except as permitted pursuant to Section 12940 of the
Government Code. Violation of this provision may result in the imposition of penalties
referred to in Labor Code, Section 1735.
1.5 Non-Exclusive Agreement. Consultant acknowledges that City may enter
into agreements with other consultants for services similar to the services that are subject
to this Agreement or may have its own employees perform services similar to those
services contemplated by this Agreement.
1.6. Delegation and Assigrunent. This is a personal service contract, and the
duties set forth herein shall not be delegated or assigned to any person or entity without
the prior written consent of City.
1.7. Business License: The Consultant shall obtain and maintain a valid City
Business Registration Certificate during the term of this Agreement.
1.8. Dutv of Lovaltv/Conflict of Interest: The Consultant understands and
agrees that as the City's consultant, Consultant shall maintain a fiduciary duty and a duty
of loyalty to the City in performing Consultant's obligations under this Agreement.
Consultant, in performing its obligations under this Agreement, is governed by
California's conflict of interest laws, Government Code Section 87100 et seq., and Title
2, California Code of Regulations Section 18700 et seq.
2.0. COMPENSATION AND BILLING
2.1. Comoensation. Over the term of this Agreement, Contractor shall be paid
for such services an amount not to exceed $40,000 each fiscal year from the 2006/2007
fiscal year through the 2009/2010 fiscal year, in accordance with Exhibit "1", attached
and incorporated herein.
2.2. Additional Services. Consultant shall not receive compensation for any
services provided outside the scope of services specified in Exhibit "I" unless the City or
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its Director of Facilities Management, prior to Consultant performing the additional
services, approves such additional services in writing. It is specifically understood that
oral requests and/or approvals of such additional services or additional compensation
shall be barred and are unenforceable.
2.3. Method of Billinl!. Consultant may submit invoices to City's Director of
Facilities Management for approval on a progress basis, but no more often than monthly.
Said invoice shall be based on the total of all Consultant's services which have been
completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-
five (45) days from the date City receives said invoice. Each invoice shall describe in
detail, the services performed and the associated time for completion. Any additional
services approved and performed pursuant to this Agreement shall be designated as
"Additional Services" and shall identify the number of the authorized change order,
where applicable, on all invoices.
2.4. Records and Audits. Records of Consultant's services relating to this
Agreement shall be maintained in accordance with generally recognized accounting
principles and shall be made available to City or its Director of Facilities Management
for inspection and/or audit at mutually convenient times for a period of three (3) years
from the Effective Date.
3.0. TIME OF PERFORMANCE
3.1. Commencement and Comoletion of Work. The professional services to
be performed pursuant to this Agreement shall commence within five (5) days from the
Effective Date of this Agreement. Said services shall be performed in strict compliance
with the Project Schedule issued by the Director of Facilities Management. Failure to
commence work in a timely manner and/or diligently pursue work to completion may be
grounds for termination of this Agreement.
3.2. Excusable Delavs. Neither party shall be responsible for delays or lack of
performance resulting from acts beyond the reasonable control of the party or parties.
Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages,
compliance with laws or regulations, riots, acts of war, or any other conditions beyond
the reasonable control of a party.
4.0. TERM AND TERMINATION
4.1. Term. This Agreement shall commence on the Effective Date and
continue for a period of three (3) years, ending three years after the Effective Date, unless
previously terminated as provided herein or as otherwise agreed to in writing by the
parties. The parties may renew this Agreement for three additional one year terms upon
the written agreement of the parties.
4.2. Notice of Termination. The City reserves and has the right and privilege
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of canceling, suspending or abandoning the execution of all or any part of the work
contemplated by this Agreement, with or without cause, at any time, by providing ninety
(90) days written notice to Consultant. The termination of this Agreement shall be
deemed effective on the 90th day after such notice of termination is deemed served or
delivered pursuant to Section 6.4 of this Agreement. In the event of such termination,
Consultant shall immediately stop rendering services under this Agreement unless
directed otherwise by the City.
4.3. ComDensation. In the event of termination, City shall pay Consultant for
reasonable costs incurred and professional services satisfactorily performed up to and
including the date of termination. Compensation for work in progress shall be prorated
as to the percentage of work completed as of the effective date of termination in
accordance with the fees set forth herein. In ascertaining the professional services
actually rendered hereunder up to the effective date of termination of this Agreement,
consideration shall be given to both completed work and work in progress, and to other
documents pertaining to the services contemplated herein whether delivered to the City
or in the possession of the Consultant.
4.4 Documents. In the event of termination of this Agreement, all documents
prepared or used by Consultant in its performance of this Agreement including, but not
limited to, citations, correspondence, notices, data systems, computer tapes or discs,
documents and files, shall be delivered to the City within ten (10) days of delivery of
termination notice to Consultant, at no cost to City. Any use of uncompleted documents
without specific written authorization from Consultant shall be at City's sole risk and
without liability or legal expense to Consultant.
5.0. INSURANCE
5.1. Minimum ScoDe and Limits of Insurance. Consultant shall obtain and
maintain during the life of this Agreement all of the following insurance coverages:
(a) Comprehensive general liability, including premises-operations,
products/completed operations, broad form property damage,
blanket contractual liability, independent contractors, personal
injury with a policy limit of not less than One Million Dollars
($1,000,000.00), combined single limits, per occurrence and
aggregate.
(b) Automobile liability for owned vehicles, hired, and non-owned
vehicles, with a policy limit of not less than One Million Dollars
($1,000,000.00), combined single limits, per occurrence and
aggregate.
(c) Workers' compensation insurance as required by the State of
California.
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5.2. Endorsements. The comprehensive general liability insurance policy shall
contain or be endorsed to contain the following provisions:
(a) Additional insureds: "The City of San Bernardino and its elected
and appointed boards, officers, agents, and employees are
additional insureds with respect to this subject project and contract
with City."
(b) Notice: "Said policy shall not terminate, nor shall it be cancelled,
nor the coverage reduced, until thirty (30) days after written notice
is given to City."
(c) Other insurance: "Any other insurance maintained by the City of
San Bernardino shall be excess and not contributing with the
insurance provided by this policy."
5.3. Certificates of Insurance. Consultant shall provide to City certificates of
insurance showing the insurance coverages and required endorsements described above,
in a form and content approved by City, prior to performing any services under this
Agreement.
5.4. Non-limiting. Nothing in this Section shall be construed as limiting in any
way, the indemnification provision contained in this Agreement, or the extent to which
Consultant may be held responsible for payments of damages to persons or property.
6.0. GENERAL PROVISIONS
6.1. Entire Agreement. This Agreement constitutes the entire Agreement
between the parties with respect to any matter referenced herein and supersedes any and
all other prior writings and oral negotiations. This Agreement may be modified only in
writing, and signed by the parties in interest at the time of such modification. The terms
of this Agreement shall prevail over any inconsistent provision in any other contract
document appurtenant hereto, including exhibits to this Agreement.
6.2. Reoresentatives. The Director of Facilities Management or his designee
shall be the representative of City for purposes of this Agreement and may issue all
consents, approvals, directives and agreements on behalf of the City, called for by this
Agreement, except as otherwise expressly provided in this Agreement.
Consultant shall designate a representative for purposes of this Agreement
who shall be authorized to issue all consents, approvals, directives and agreements on
behalf of Consultant called for by this Agreement, except as otherwise expressly
provided in this Agreement.
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6.3. Proiect Managers. City designates the Director of Facilities Management
or his designee to work directly with Consultant in the performance of this Agreement.
Consultant shall designate a Project Manager who shall represent it and be
its agent in all consultations with City during the term of this Agreement. Consultant or
its Project Manager shall attend and assist in all coordination meetings called by City.
6.4. Notices. Any notices, documents, correspondence or other
communications concerning this Agreement or the work hereunder may be provided by
personal delivery, facsimile or mail and shall be addressed as set forth below. Such
communication shall be deemed served or delivered: a) at the time of delivery if such
communication is sent by personal delivery; b) at the time of transmission if such
communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as
reflected by the official U.S. postmark if such communication is sent through regular
United States mail.
IF TO CONSULTANT:
Mary Houghton
Vice President
Phoenix Group Information Systems
2670 N. Main St., Suite 200
Santa Ana, CA 92705
IF TO CITY:
Jim Sharer
Director of Facilities Management
300 North "D" Street
San Bernardino, CA 92418
Fax: 909-384-5012
Tel: 909-384-5244
6.5. Attornevs' 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 office in enforcing this contract on
behalf of the City shall be considered as "attorneys' fees" for the purposes of this
paragraph.
6.6. Governing Law. This Agreement shall be governed by and construed
under the laws of the State of California without giving effect to that body of laws
pertaining to conflict of laws. In the event of any legal action to enforce or interpret this
Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of
competent jurisdiction located in San Bernardino County, California.
6.7. Assignment. Consultant shall not voluntarily or by operation of law
assign, transfer, sublet or encumber all or any part of Consultant's interest in this
Agreement without City's prior written consent. Any attempted assignment, transfer,
subletting or encumbrance shall be void and shall constitute a breach of this Agreement
and cause for termination of this Agreement. Regardless of City's consent, no subletting
or assignment shall release Consultant of Consultant's obligation to perform all other
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obligations to be performed by Consultant hereunder for the term of this Agreement.
6.8 Indemnification and Hold Harmless. Consultant shall protect, defend,
indemnify and hold harmless City and its elected and appointed officials, officers, and
employees from any and all claims, liabilities, expenses, including attorney fees, damage
to property or injuries to or death of any person or persons or damages of any nature
including, but not by way oflimitation, all civil claims or workers' compensation claims,
arising out of or in any way connected with the intentional or negligent acts, errors or
omissions of Consultant, its employees, agents or subcontractors in the performance of
this Agreement
6.9. Indeoendent Contractor. Consultant is and shall be acting at all times as an
independent contractor and not as an employee of City. Consultant shall secure, at his
expense, and be responsible for any and all payment of Income Tax, Social Security,
State Disability Insurance Compensation, Unemployment Compensation, and other
payroll deductions for Consultant and its officers, agents, and employees, and all
business licenses, if any are required, in connection with the services to be performed
hereunder.
6.10 Ownershio of Documents. All findings, reports, documents, information
and data including, but not limited to, computer tapes or discs, files and tapes furnished
or prepared by Consultant or any of its subcontractors in the course of performance of
this Agreement, shall be and remain the sole property of City. Consultant agrees that any
such documents or information shall not be made available to any individual or
organization without the prior consent of City. Any use of such documents for other
projects not contemplated by this Agreement, and any use of incomplete documents,
shall be at the sole risk of City and without liability or legal exposure to Consultant. City
shall indemnifY and hold harmless Consultant from all claims, damages, losses, and
expenses, including attorneys' fees, arising out of or resulting from City's use of such
documents for other projects not contemplated by this Agreement or use of incomplete
documents furnished by Consultant Consultant shall deliver to City any findings,
reports, documents, information, data, in any form, including but not limited to, computer
tapes, discs, files, audio tapes or any other Project related items as requested by City or
its authorized representative, at no additional cost to the City.
6.11 Public Records Act Disclosure. Consultant has been advised and is aware
that all reports, documents, information and data including, but not limited to, computer
tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, and
provided to City may be subject to public disclosure as required by the California Public
Records Act (California Government Code Section 6250 et seq.). Exceptions to public
disclosure may be those documents or information that qualifY as trade secrets, as that
term is defined in the California Government Code Section 6254.7, and of which
Consultant informs City of such trade secret The City will endeavor to maintain as
confidential all information obtained by it that is designated as a trade secret The City
shall not, in any way, be liable or responsible for the disclosure of any trade secret
including, without limitation, those records so marked if disclosure is deemed to be
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required by law or by order of the Court.
6.12. Responsibility for Errors. Consultant shall be responsible for its work and
results under this Agreement. Consultant, when requested, shall furnish clarification
and/or explanation as may be required by the City's representative, regarding any
services rendered under this Agreement at no additional cost to City. In the event that an
error or omission attributable to Consultant occurs, then Consultant shall, at no cost to
City, provide all necessary documents, correspondence, computer data and other
Consultant professional services necessary to rectifY and correct the matter to the sole
satisfaction of City and to participate in any meeting required with regard to the
correction.
6.13. Prohibited Emplovrnent. Consultant will not employ any regular
employee of City while this Agreement is in effect.
6.14. Order of Precedence. In the event of an inconsistency or conflict in this
Agreement and any of the attached Exhibits or Attachments, the terms set forth in this
Agreement shall prevail.
6.15. Costs. Each party shall bear its own costs and fees incurred in the
preparation and negotiation of this Agreement and in the performance of its obligations
hereunder except as expressly provided herein.
6.16. No Third Partv Beneficiary Rights. This Agreement is entered into for the
sole benefit of City and Consultant and no other parties are intended to be direct or
incidental beneficiaries of this Agreement and no third party shall have any right in,
under or to this Agreement.
6.17. Headings. Paragraphs and subparagraph headings contained in this
Agreement are included solely for convenience and are not intended to modifY, explain
or to be a full or accurate description of the content thereof and shall not in any way
affect the meaning or interpretation of this Agreement.
6.18. Construction. The parties have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises with respect to this Agreement, this Agreement shall be construed as
if drafted jointly by the parties and in accordance with its fair meaning. There shall be no
presumption or burden of proof favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Agreement.
6.19 Amendments. Only a writing executed by the parties hereto or their
respective successors and assigns may amend this Agreement.
6.20. Waiver. The delay or failure of either party at any time to require
performance or compliance by the other of any of its obligations or agreements shall in
no way be deemed a waiver of those rights to require such performance or compliance.
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No waiver of any provision of this Agreement shall be effective unless in writing and
signed by a duly authorized representative of the party against whom enforcement of a
waiver is sought. The waiver of any right or remedy in respect to any occurrence or
event shall not be deemed a waiver of any right or remedy in respect to any other
occurrence or event, nor shall any waiver constitute a continuing waiver.
6.21. Severabilitv. If any provision of this Agreement is determined by a court
of competent jurisdiction to be unenforceable in any circumstance, such determination
shall not affect the validity or enforceability of the remaining terms and provisions hereof
or of the offending provision in any other circumstance. Notwithstanding the foregoing,
if the value of this Agreement, based upon the substantial benefit of the bargain for any
party is materially impaired, which determination as made by the presiding court or
arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute
such provision( s) through good faith negotiations.
6.22. Counteroarts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original. All counterparts shall be
construed together and shall constitute one agreement.
6.23. Coroorate Authoritv. The persons executing this Agreement on behalf of
the parties hereto warrant that they are duly authorized to execute this Agreement on
behalf of said parties and that by doing so, the parties hereto are formally bound to the
provisions of this Agreement.
III
III
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. -
r
AGREEMENT FOR PARKING CITATION PROCESSING SERVICES
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by and through their respective authorized officers, as of the date first above
written.
CITY OF SAN BERNARDINO,
A Municipal Corporation,
CONSULTANT
Phoenix Group Information Systems
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By fld./Yte/r
l4~r~Qllf 1~$,Z)It;.;r-
Name and Title '
Approved as to form:
James F. Penman,
City Attorney
By L J,~
o
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