HomeMy WebLinkAbout2010-060
(IMPORTANT NOTE: Resolution is null and
void because it was not executed within
the time specified)
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. 2010-60
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT
AND ISSUANCE OF A PURCHASE ORDER TO MOTOROLA IN THE AMOUNT
OF $40,118.85 FOR COMMUNICATION EQUIPMENT.
WHEREAS, Motorola 800 MHz radios are the standardized proprietary
communication devices for the City's existing 800 MHz radio system; and
WHEREAS, Motorola's Government Sales Unit is the only distributor who can
provide this product to the City;
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. That the Mayor and Common Council authorize the Director of
Finance or designee to issue a Purchase Order to Motorola in the amount of $40, 118.85 for
communication equipment as set forth in the Quotation attached hereto as Exhibit "A" and
incorporated herein by this reference;
SECTION 2. That this purchase is exempt from the formal contract procedure set
forth in San Bernardino Municipal Code Section 3.04.070 by the exemption set forth in San
Bernardino Municipal Code Section 3.04.010(B)(3);
SECTION 3. The City Manager is hereby authorized and directed to execute on
behalf of the City, Purchase Agreement with Motorola, a copy of which is attached hereto,
marked Attachment "A", and incorporated herein by reference as fully as though set forth at
length; and
2010-60
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 OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT
AND ISSUANCE OF A PURCHASE ORDER TO MOTOROLA IN THE AMOUNT
OF $40,118.85 FOR COMMUNICATION EQUIPMENT.
SECTION 4. The authorization to execute the above reference Agreement and
Purchase Order is rescinded if not fully executedlissued within sixty (60) days of the
passage ofthis resolution.
IIII
IIII
IIII
IIII
IIII
IIII
IIII
IIII
IIII
IIII
IIII
IIII
IIII
IIII
IIII
IIII
IIII
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
2010-60
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT
AND ISSUANCE OF A PURCHASE ORDER TO MOTOROLA IN THE AMOUNT
OF $40,118.85 FOR COMMUNICATION EQUIPMENT.
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor
and Common Council of the City of San Bernardino at a j oint regular meeting thereof,
held on the 5th
,2010, by the following vote, to wit:
day of April
COUNCIL MEMBERS:
AYES
NAYS
ABSTAIN ABSENT
MARQUEZ
x
DESJARDINS
x
BRINKER
x
SHORETT
x
KELLEY
x
x
JOHNSON
MCCAMMACK
x
a~ f.J. ~
Rachel G. Clark, City Clerk
City of San Bernardino
The foregoing Resolution is hereby approved this f:,n day of April ,2010.
Approved as to form:
r PENMAN, Ci~orney
\ :..cG\Clkd
Attachment "A"
2010-60
PURCHASE AGREEMENT
This Purchase Agreement is entered into this day of ,
by and between Motorola ("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 eleven (11) Astro Digital XTS
5000 Model III radios and accessories; and
WHEREAS, the City of San Bernardino accepts the quote from available Vendor for
the purchase of eleven (11) Astro Digital XTS 5000 Model III radios and accessories.
NOW, THEREFORE, the parties hereto agree as follows:
1. SCOPE OF SERVICES.
For the remuneration stipulated, San Bernardino hereby engages Vendor to provide to
provide eleven (II) Astro Digital XTS 5000 Model III radios and accessories per their Quote
dated March 10,2010, attached hereto and incorporated herein.
2. COMPENSATION AND EXPENSES.
a. For the products andlor services delineated above, the City, upon presentation of an
invoice, shall pay the Vendor up to the amount of $40, 118.85 for the eleven (11)
Astro Digital XTS 5000 Model III, 800 MHz radios and accessories.
b. No other expenditures made by Vendor shall be reimbursed by City.
3. TERM; TERMINATION.
This purchase shall be completed within sixty (60) days.
This Agreement may be terminated at any time by thirty (30) days' written notice by
either party. The terms of this Agreement shall remain in force unless mutually amended.
4. WARRANTY.
Vendor expressly warrants that all products and services supplied to City by Vendor
under this Agreement shall conform to the specifications, drawings or other description, upon
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 encumbrances. Inspection, testing, acceptance or use of the goods by the City shall not
affect Vendor's obligations under this warranty, and such warranty shall survive inspection,
testing, acceptance and use. Vendor agrees to replace or correct promptly defects of any goods
or services not conforming to the foregoing warranty without expense to the City, when
notified of such non-conformity by City. If Vendor fails to correct the defects in or replace
non-conforming goods or services promptly, City may, after reasonable notice to Vendor, make
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
I
2010-60
before commencement of efforts by the City to effect cover or a cure except upon written
agreement of the Parties.
5. INDEMNITY.
Vendor agrees to and shall indemnifY and hold the City, its elected officials, employees,
agents or representatives, free and harmless from all claims, actions, damages and liabilities of
any kind and nature arising from bodily injury, including death, or property damage, based or
asserted upon any actual 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 services 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 hereby waives any and all rights to any types of express or implied
indemnity against the City, its elected officials, employees, agents or representatives, with
respect to third party claims against the Vendor relating to or in any way connected with the
accomplishment of the work or performance of services under this Agreement.
6. INSURANCE.
While not restricting or limiting the foregoing, during the term of this Agreement,
Vendor shall maintain in effect policies of comprehensive public, general and automobile
liability insurance, in the amount of$l,OOO,OOO.OO combined single limit, and shall file copies
of said policies with the City's Risk Manager prior to undertaking any work under this
Agreement. City shall be set forth as an additional named insured in each policy of insurance
provided hereunder. The Certificate ofInsurance furnished to the City shall require the insurer
to notify City of 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 in, nor permit its officers, employees or agents to engage in,
discrimination in employment of persons because of their race, religion, color, national origin,
ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or
sexual orientation, or any other status protected by law.
8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
Vendor warrants that it possesses or shall obtain, and maintain a business registration
certificate as required under Chapter 5 of the Municipal Code, and any other license, permits,
qualifications, insurance and approval of whatever nature that are legally required of Vendor to
practice its business or profession.
9. NOTICES.
Any notices to be given pursuant to this Agreement shall be deposited with the United
States Postal Service, postage prepaid and addressed as follows:
2
'2010-60
TO THE City:
Fire Department
Attn: Don Feser, Emergency Services Manager
200 East 3rd Street
San Bernardino, CA 92410
Telephone: (909) 384-5115
TO THE Vendor:
Motorola
Attn: Mark Herzog
28683 Canyon Oak Drive
Highland, California, 92346
Telephone: (909) 862-3206
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
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 or by operation oflaw assign, transfer, sublet or encumber
all or any part of the Vendor's interest in this Agreement without City's prior written consent.
Any attempted assignment, transfer, subletting or encumbrance shall be void and shall
constitute a breach of this Agreement and cause for the termination of this Agreement.
Regardless of City's consent, no subletting or assignment shall release Vendor of Vendor's
obligation to perform all other obligations to be performed by Vendor hereunder for the term of
this Agreement.
12. VENUE.
The parties hereto agree that all actions or proceedings arising in connection with this
Agreement shall be tried and litigated either in the State eourts located in the County of San
Bernardino, State of California or the U.S. District Court for the Central District of California,
Riverside Division. The aforementioned choice of venue is intended by the parties to be
mandatory and not permissive in nature.
13. GOVERNING LAW.
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.
3
"Motorola-San Bernardino Vendor Purchase Agreement"
2010-60
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
other circumstance, and the remaining provisions of this Agreement shall remain in full force
and effect.
17. REMEDIES; WAIVER.
All remedies available to either party for one or more breaches by the other party are
and shall be deemed cumulative and may be exercised separately or concurrently without
waiver of any other remedies. The failure of either party to act in the event of a breach of this
Agreement by the other shall not be deemed a waiver of such breach or a waiver of future
breaches, unless such waiver shall be in writing and signed by the party against whom
enforcement is sought.
18. ENTIRE AGREEMENT; MODIFICATION.
This Agreement constitutes the entire agreement and the understanding between the
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
executed by all parties to this Agreement.
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day
and date set forth below.
Dated:
,2010
VENDOR
By:
Its:
Dated
,2010
CITY OF SAN BERNARDINO
By:
Charles McNeely, City Manager
Approved as to Form:
James F. Penman, City Attorney
By:
4