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CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
From: Nadeem Majaj, Director
Subject: 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 lronman Parts &
Services of Corona in the amount of
$59,155.92 pursuant to section
3.04.010-B3 of the Municipal Code, for
four Diesel Particulate Filters to be
installed on four 0 & M Division trucks,
per the California Air Resources Board
(CAR B) regulations.
Dept: Public Works - Fleet
Maintenance
Date: April 25, 2011
Meeting Date: May 16, 2011
Synopsis of Previous Council Action
June 19, 2006 Reso 2006-184
Sept. 17,2007 Reso 2007-394
Dec. 3,2007 Reso 2007-467
Dec. 7, 2009 Reso 2009-368
Filter systems for 16 Refuse trucks
Filter systems for 7 Refuse trucks
Filter systems for 8 refuse trucks
Filter systems for 4 0 & M Division
trucks.
Recommended Motion:
Adopt Resolution.
d:e- ~ ..
gn:7ure
Contact person Don Johnson, Fleet Manager
Phone:
5220
Supporting data attached: Staff Report,
Quote, Resolution, Agreement.
Ward: All
FUNDING REQUIREMENTS:
Amount:
$59,155.92
Source: 635-400-5173-0000-0100
(Outside Vehicle
Maintenance)
Finance:
Council Notes:
Agenda Item No. Iw
05-lwvc;oll
CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
Staff Report
Subject:
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 Ironman Parts &
Services of Corona in the amount of $59,155.92, pursuant to section 3.04.010-B3 of the
Municipal Code, for four Diesel Particulate Filters to be installed on four 0 & M Division
trucks, per the California Air Resources Board (CARB) regulations.
Background:
On January 1, 2007, the California Air Resources Board adopted, "The Public Fleet
Rule", for on-road vehicles with 1960-2006 model-year medium heavy-duty or heavy
heavy-duty diesel fueled engines that have a manufacturer's gross vehicle weight rating
greater than 14,000 Ibs. be fitted with the "best available control technology". The
vehicles are divided into three groups by model year for implementation, Group A 1960-
1987, Group B 1988-2002, and Group C 2003-2006.
The City of San Bernardino must install particulate filters on four Group B trucks to meet
the requirement of 70% percent compliance and the deadline of December 31, 2011.
The City is currently in compliance with the implementation schedule for Group A and C.
Fleet staff has negotiated with Ironman Parts & Services of Corona for the purchase
and installation of the four devices. lronman Parts & Services is the same vendor that
has supplied and installed 61devices on the City Refuse trucks over the last five years.
There are no local vendors certified for purchase or installation of the required
equipment. This purchase is exempt from the formal contract procedures of Section
3.04.010 of the Municipal Code, pursuant to Section 3.04.010. B.3 of said Code
"Purchases approved by the Mayor and Common Council."
These four units could not be purchased until the data logging process needed to
determine the type of device required for compliance was completed by lronman Parts
& Services. It is recommended that a purchase order be issued for a total amount of
$59,155.92 to Ironman Parts & Services.
Financial Impact:
Funds for the purchase order are appropriated in the Public Works, Fleet Management
Division, FY 2010-11 budget account for outside vehicle maintenance (no. 635-400-
5173-0000-0100.
Account Number: 635-400-5173-0000-0100 Budgeted Amount: $576.200
Balance as of April 25, 2011: $74,827 Balance after approval of this item:
$15.671.08.
Please note this balance does not indicate available funding. It does not include non-
encumbered reoccurring expenses or expenses incurred but not yet processed.
Recommendation:
Adopt Resolution.
CITY OF SAN BERNARDINO
PUBLIC WORKS DEPARTMENT
Nadeem Majaj P.E. - DIRECTOR
300 North "D" Street
San Bernardino, CA 92418-0001
909.384.5140
TO: Charles McNeeley, City Manager
FROM: Nadeem Majaj, Director of Public Works
DATE: April 25, 2011
SUBJECT: City Manager's Approval of Process - Purchases made pursuant to
Section 3.04.01 0(B)(3) and Section 3.04.075 of the City's Municipal Code
(Purchases approved by the Mayor and Common Council and emergency
purchases approved by the City Manager). DDL Number 82.
Ironman Parts & Services was selected as a Sole Source for the following reasons:
1. lronman Parts & Services is the same vendor that has supplied and installed sixty-
one (61) devices on the City Refuse trucks over the last five years.
2. Ironman Parts & Services has worked with the City of San Bernardino for several
years providing service for the City's Fleet Division and has proven to be reliable,
especially with the purchasing and installations of Diesel Particulate Filters.
3. There are no local vendors certified for purchase or installation of the required
equipment. These four units could not be purchased until the data logging process
needed to determine the type of device required for compliance was completed by
Ironman Parts & Services.
Request for Council Action entitled, "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 Ironman Parts & Services of Corona in the amount
of $59,155.92 pursuant to section 3.04.010-B3 of the Municipal Code, for four Diesel
Particulate Filters to be installed on four 0 & M Division trucks, per the California Air
Resources Board (CARB) regulations" has been submitted and placed on the May
16, 2011 agenda calendar for review and approval.
~!7"
Nadeem Majaj 7
Director of Public Works
Approved By
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RESOLUTION NO.
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 IRONMAN PARTS & SERVICES OF
CORONA IN THE AMOUNT OF $59,155.92 PURSUANT TO SECTION 3.04.010-B3
OF THE MUNICIPAL CODE, FOR FOUR DIESEL PARTICULATE FILTERS TO BE
INSTALLED ON FOUR 0 & M DIVISION TRUCKS, PER THE CALIFORNIA AIR
RESOURCES BOARD (CARB) REGULATIONS.
WHEREAS, lronman Parts & Services was selected as a Sole Source and
there are no local vendors certified to sell or install the required equipment.
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. The City Manager of the City of San Bernardino is hereby
authorized to execute on behalf of said City an Agreement between the City of San
Bernardino and lronman Parts & Services, a copy of which is attached hereto, marked
as Exhibit "A", and incorporated herein by this reference as fully as though set forth at
length.
SECTION 2. This purchase is exempt from the formal contract procedures of
Section 3.04.010 of the Municipal Code, pursuant to Section 3.04.010. B.3 of said
Code "Purchases approved by the Mayor and Common Council."
SECTION 3. That pursuant to this determination the Director of Finance or her
designee is hereby authorized to issue a Purchase Order to Ironman Parts &
Services in the amount of $59,155.92 for the purchase and installation of four diesel
particulate filters.
SECTION 4. The Purchase Order shall reference this Resolution Number and
shall read, "Ironman Parts & Services for the purchase and installation of four (4)
diesel particulate filters. Agreement not to exceed $59,155.92" and shall incorporate
the terms and conditions of the agreement.
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
1 SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND
2 ISSUANCE OF A PURCHASE ORDER TO IRONMAN PARTS & SERVICES OF
CORONA IN THE AMOUNT OF $59,155.92 PURSUANT TO SECTION 3.04.010-B3
3 OF THE MUNICIPAL CODE, FOR FOUR DIESEL PARTICULATE FILTERS TO BE
4 INSTALLED ON FOUR 0 & M DIVISION TRUCKS, PER THE CALIFORNIA AIR
RESOURCES BOARD (CARB) REGULATIONS.
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SECTION 5. The authorization to execute the above referenced Purchase
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Order and Agreement is rescinded if it is not executed by both parties within ninety
(90) days of the passage of this resolution.
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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 IRONMAN PARTS & SERVICES OF
CORONA IN THE AMOUNT OF $59,155.92 PURSUANT TO SECTION 3.04.010-B3
OF THE MUNICIPAL CODE, FOR FOUR DIESEL PARTICULATE FILTERS TO BE
INSTALLED ON FOUR 0 & M DIVISION TRUCKS, PER THE CALIFORNIA AIR
RESOURCES BOARD (CARB) REGULATIONS.
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the
Mayor and Common Council of the City of San Bernardino at a
meeting thereof, held on the
, 2011, by the
day of
following vote, to wit:
Council Members:
AYES
NAYS
ABSTAIN ABSENT
MARQUEZ
VACANT
BRINKER
SHORETT
KELLEY
JOHNSON
MCCAMMACK
Rachel G. Clark, City Clerk
The foregoing resolution is hereby approved this
,2011.
day of
Patrick J. Morris, Mayor
City of San Bernardino
Approved as to Form:
VENDOR SERVICE AGREEMENT
BETWEEN IRONMAN PARTS & SERVICE AND THE CITY OF SAN BERNARDINO
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This Vendor Service Agreement is entered into this 16th day of May 2011, by and
between 1ronman Parts & Services ("VENDOR") and the City of San Bernardino ("ClTY" 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 and installation of four (4)
Diesel Particulate Filters on four (4) Operation & Maintenance Division trucks; and
WHEREAS, vendor is qualified to sell and install the required equipment; and
WHEREAS, there are no local vendors certified for the purchase or installation of the
required equipment;
NOW, THEREFORE, the parties hereto agree as follows:
SCOPE OF SERVICES.
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For the remuneration stipulated, San Bernardino hereby engages the services of
VENDOR to provide those products and services as set forth on Attachment "I" and
incorporated herein.
2. COMPENSATION AND EXPENSES.
a. For the services delineated above, the ClTY, upon presentation of an invoice, shall
pay the VENDOR up to the amount of $59,155.92 for the purchase and installation
offour (4) Diesel Particulate Filters.
b. No other expenditures made by VENDOR shall be reimbursed by ClTY.
3. TERM; TERMINATION.
The term of this agreement shall be for a period of one year.
Exhibit "A"
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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. The
duration of this agreement may be extended with the written consent of both parties.
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 fee 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
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 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
Exhibit "A"
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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 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 $1,000,000.00 combined single limit, and statutory
worker's compensation coverage, 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 of
Insurance furnished to the CITY shall require the insurer to notify CITY at least 30 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 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 conditions, marital status, sexual gender or
sexual orientation, or any other status protected by law.
Exhibit "A"
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INDEPENDENT CONTRACTOR.
2 VENDOR shall perform work tasks provided by this Agreement, but for all intents and
3 purposes VENDOR shall be an independent contractor and not an agent or employee of the
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CITY. VENDOR shall secure, at its 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 VENDOR and its officers, agents, and
employees, and all business license, if any are required, in connection with the services to be
performed hereunder.
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BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
VENDOR warrants that it possesses or shall obtain, and maintain a business registration
certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits,
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qualifications, insurance and approval of whatever nature that are legally required of VENDOR
to practice its business or profession.
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:
19 TO THE CITY:
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Public Services Director
300 North "D" Street
San Bernardino, CA 92418
Telephone: (909) 384-5140
Ironman Parts & Services
2535 Anselmo Dr.
Corona, CA 92879
Telephone: (951) 735-3710
Contact: Monica Benedict
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Exhibit "A"
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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. Attorney's fees for the City Attorney and members of his office shall be
calculated based on the market rate for comparable services.
11. ASSIGNMENT.
VENDOR shall not voluntarily or 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 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 courts 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 ofthe State of California.
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Exhibit "A"
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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.
15. HEADINGS.
The subject headings of the sections of this Agreement are included for the purposes of
convemence 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 supercedes any prior agreements and understandings relating to the subject manner
Exhibit "A"
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of this Agreement. This Agreement may be modified or amended only by a written instrument
executed by all parties to this Agreement.
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Exhibit "A"
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VENDOR SERVICE AGREEMENT
BETWEEN IRONMAN PARTS & SERVICE AND THE CITY OF SAN BERNARDINO
3 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and
4 date set forth below.
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6 Dated:
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,2011
lronman Parts & Services
By:
Its:
,2011
CITY OF SAN BERNARDINO
Dated
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By:
Charles E. McNeely, City Manager
Approved as to Form:
By:
James F. Penman, City Attorney
Exhibit "A"
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Attachment "l"
Quote #
1213707A
(age 1 012
Customer City of San Bernardino
State CA
ZIP 92408
Date
Order No.
Rep
FOB
3/15/2011
Name
Address
City
Phone
Email
Leon E. Schrader
182 South Sierra Way
San Bernardino
909/384-5224
Monica BenedicVmc
I
I
Qty I Description I Unit Price I TOTAL
ESTIMATED PRICING FOR BUDGETARY PURPOSES ONLY
PENDING PRE-INSTAllATION COMPATIBiliTY RESULTS
Piaavback - City 01 National Citv #GS0809-1
Vehicles #0423, 0513, 0636, 0637
Pre-Installation ComDatibilitv
Pre-install compatibility testing of candidate engine and OECS based on
4 California Code of Regulations, Title 13 as required and enforced by ARB. $ 150.00 $ 600.00
Cleaire Horizon M Electrical Reaenerated DPF (Active Svstem)
4 Cleaire Horizon DPF (up to 370HP) $ 10,997.00 $ 43,988.00
4 Installation of Horizon System via Ironman's Mobile Installation Team(s)** $ 2,080.00 $ 8,320.00
4 Installation Parts Kit - brackets, tubing, hardware, etc. (per vehicle) $ 525.00 $ 2,100.00
ODtional (Not Included in Total
Connector cord - 25' $ 450.00
OR
Connector cord - 50' $ 685.00
**Installations to occur at the City of San Bernardino's designated facility in San
Bernardino. The City of San Bernardino agrees to make vehicle(s) available on
date/times agreed upon with Ironman. City of San Bernardino agrees to make at least
one (1) bay, equipped with air and power, available at each facility for lronman's mobile
installers to perfonn work.
Cancellation: Cancelled orders are subject to cancellation and/or restocking fee up to
20%. Custom orders are subject to the costs incurred up to the time of cancellation, with
a minimum of 20% cancellation fee.
Sales tax to be adjusted based upon delivery location and tax rate at time of sale. Pricing
is valid for 30 calendar days.
Please Refer to Page 2 for Acceptance of enns and Conditions
SubTotal $ 55,008.00
Shipping
Payment INet 30 I Tax Rate(s) 9.00% $ 4.147.92
Comments TOTAL $ 59,155.92
Name
CC#
Expires
Office Use Only
2535 Anselmo Drive, Corona, CA 92879 (951) 735-3710 Fax: (951) 734-5833
Quote #
1213707A
Page 2 of 2
TERMS AND CONDITIONS
Through Acceptance below, the City of San Bernardino fully acknowledges and agrees to the quote attached
herein in Its entiretv with the following terms and conditions.
Best Available Control Technology (BACT): CARB mandates that BACT must be installed to meet compliance
regulations. Ironman has quoted calculated current BACT as of the date of this quote. Material and labor costs are
subject to increase as new advanced technologies are developed and approved as BACT, when vehicle assessments
reveal quoted product is not verified as BACT, or when data logging shows operating parameters cannot be met
Product: Lead time on Cleaire Horizon Systems is approximately 4-5 weeks ARO.
Electrical Demand: The Cleaire Horizon's electrical demand is 2800 watts. Voltage requirement is 208 +/- 5 or (under
load) single-phase AC & 60HZ. Voltage requirement of 240 is also available and must be requested at time product is
ordered; otherwise, additional charges will apply. The circuit breaker requirement is 20 amps per plug. Each Horizon
connected simultaneously requires its own electrical outlet. The connector plug is supplied; the cord to the outlet is
customer's responsibility. All other electrical is part of the Horizon system and is contained on the vehicle. This quote
does not include any electrical wiring at customer's site.
Electrical Infrastructure: It is important to note that Ironman must verify the installation of the electrical infrastructure
prior to installing the Cleaire Horizon systems on your vehicles. The City of San Bernardino has two weeks from time of
product order to complete the required electrical infrastructure. If installation is delayed due to lack of electrical
infrastructure, Walnut Valley Water District agrees to pay for product within the payment terms. Installation of the Cleaire
product will be billed on a separate invoice.
CJ4 low.ash oil: Iron man highly recommends the use of CJ4 low-ash oil to prevent premature plugging of the Horizon
substrates before or at the time of installation. To find out more information contact Ironman
Quantity: Quantity of vehicles quoted is based on information given to Ironman from the City of San Bernardino. Should
quantity of vehicles change, a revised quote shall be issued to reflect said change(s).
ARB Requirements: As outlined by ARB in Title 13 in the California Code of Regulations, Section 2449(d)(8}(D} states,
"before installing a VDECS on a vehicle, the fleet owner must ensure that... the engine to be retrofitted is tuned up so
that it meets engine manufacturer's specifications prior to VDECS installation." In addition. Title 13 CCR, Section
2449(d}{9) states, "the owner of a vehicle retrofit with a VDECS must ensure all maintenance on the VDECS and engine
is performed as required by the respective manufacturers. Documentation of engine and VDECS maintenance history
must be provided to ARB staff upon request."
lronman recommends the customer keep this documentation on file to ensure ARB and manufacturer warranty
compliance.
ARB requires data logging for passive devices be performed while the vehicle is operating in a manner that is
representative of the normal duty cycle in which the engine is typically used by the customer. If for whatever reason at a
later time, a customer chooses to use the equipment in a different duty cycle and/or if the temperature no longer meets
the ARB requirements outlined in the ARB Executive Order, the customer may request approval from the manufacturer
and ARB for re-designation of the retrofit to another engine in the customer's fleet that meets the ARB requirements, or
have Ironman clean the substrate if the changed duty cycle was an unusual one off event in order for the equipment to
return to normal operating conditions. Service maintenance that is required as a result of the vehicle being operated in a
manner that is outside the conditions of the VDECS Executive Order will be considered to be a serviceable event and the
costs are to be covered by the customer and not the VDECS manufacturer warranty
ARB has these requirements because Diesel Engines not properly maintained can cause premature plugging and
emission device failure not covered under manufactures warranty. ARB requirements for exhaust temperature are to
ensure correct operation of passive emission devices -lower exhaust temperatures will require additional service and
costs with potenti.al equipment downtime.
Please contact Ironman with any questions or for more information
ACCEPTANCE:
By date and signature hereunder. { hereby agree and accept the terms and conditions stated within the aforementioned
Quote.
Dated
(Customer)
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VENDOR SERVICE AGREEMENT
BETWEEN IRONMAN PARTS & SERVICE AND THE CITY OF SAN BERNARDINO
This Vendor Service Agreement is entered into this 16th day of May 2011, by and
between lronman Parts & Services ("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 and installation of four (4)
Diesel Particulate Filters on four (4) Operation & Maintenance Division trucks; and
WHEREAS, vendor is qualified to sell and install the required equipment; and
WHEREAS, there are no local vendors certified for the purchase or installation of the
required equipment;
NOW, THEREFORE, the parties hereto agree as follows:
1.
SCOPE OF SERVICES.
For the remuneration stipulated, San Bernardino hereby engages the servIces of
VENDOR to provide those products and services as set forth on Attachment "1" and
incorporated herein.
2.
COMPENSATION AND EXPENSES.
a. For the services delineated above, the CITY, upon presentation of an invoice, shall
pay the VENDOR up to the amount of $59,155.92 for the purchase and installation
off our (4) Diesel Particulate Filters.
b. No other expenditures made by VENDOR shall be reimbursed by CITY.
3. TERM; TERMINATION.
The term of this agreement shall be for a period of one year.
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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. The
duration of this agreement may be extended with the written consent of both parties.
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 fee 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
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 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
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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 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 $1,000,000.00 combined single limit, and statutory
worker's compensation coverage, 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 of
Insurance furnished to the CITY shall require the insurer to notify CITY at least 30 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 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 conditions, marital status, sexual gender or
sexual orientation, or any other status protected by law.
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8.
INDEPENDENT CONTRACTOR.
2 VENDOR shall perform work tasks provided by this Agreement, but for all intents and
3 purposes VENDOR shall be an independent contractor and not an agent or employee of the
4 CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of
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Income Tax, Social Security, State Disability Insurance Compensation, Unemployment
Compensation, and other payroll deductions for VENDOR and its officers, agents, and
employees, and all business license, if any are required, in connection with the services to be
performed hereunder.
BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
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VENDOR warrants that it possesses or shall obtain, and maintain a business registration
certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits,
qualifications, insurance and approval of whatever nature that are legally required of VENDOR
to practice its business or profession.
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:
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Public Services Director
300 North "D" Street
San Bernardino, CA 92418
Telephone: (909) 384-5140
Ironman Parts & Services
2535 Anselmo Dr.
Corona, CA 92879
Telephone: (951) 735-3710
Contact: Monica Benedict
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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. Attorney's fees for the City Attorney and members of his office shall be
calculated based on the market rate for comparable services.
11. ASSIGNMENT.
VENDOR shall not voluntarily or 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 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 courts 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.
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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.
15. HEADINGS.
The subject headings of the sections of this Agreement are included for the purposes of
convemence 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 supercedes any prior agreements and understandings relating to the subject manner
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of this Agreement. This Agreement may be modified or amended only by a written instrument
executed by all parties to this Agreement.
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VENDOR SERVICE AGREEMENT
BETWEEN IRONMAN PARTS & SERVICE AND THE CITY OF SAN BERNARDINO
3 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and
4 date set forth below.
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6 Dated:
,2011
Ironman Parts & Services
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By:
Its:
,2011
CITY OF SAN BERNARDINO
Dated
By:
Charles E. McNeely, City Manager
Approved as to Form:
F. Penman, City Attorney
8
Attachment "l"
Quote #
1213707A
(age 1 of2
Customer City of San Bernardino
State CA
ZIP 92408
Date
Order No.
Rep
FOB
3/15/2011
Name
Address
City
phone
Email
Leon E. Schrader
182 South Sierra Way
San Bernardino
909/384-5224
Monica Benedictlmc
]
Qty I Description I Unit Price-' TOTAL
ESTIMATED PRICING FOR BUDGETARY PURPOSES ONLY
PENDING PRE-INSTALLATION COMPATIBILITY RESULTS
Pioavback - City of National City #GS0809-1
Vehicles #0423, 0513. 0636, 0637
Pre-Installation ComDatibilitv
Pre-install compatibility testing of candidate engine and DECS based on
4 California Code of Regulations, Title 13 as required and enforced by ARB. $ 150,00 $ 600.00
Cleaire Horizon M Electrical Reaenerated DPF (Active Svstem)
4 Cleaire Horizon DPF (up to 370HP) $10,997.00 $ 43,988.00
4 Installation of Horizon System via Ironman's Mobile Installation Team(s)** $ 2.080.00 $ 8,320.00
4 Installation Parts Kit - brackets, tubing, hardware, etc. (per vehicle) $ 525.00 $ 2.100.00
ODtional fNot Included in Total
Connector cord - 25' $ 450.00
OR
Connector cord - 50' $ 685.00
**tnstallations to occur at the City of San Bernardino's designated facility in San
Bernardino. The City of San Bernardino agrees to make vehicle(s) available on
date/times agreed upon with lronman. City of San Bernardino agrees to make at least
one (1) bay, equipped with air and power, available at each facility for Iron man's mobile
installers to pertonn work.
Cancellation: Cancelled orders are subject to cancellation and/or restocking fee up to
20%. Custom orders are subject to the costs incurred up to the time of cancellation, with
a minimum of 20% cancellation fee.
Sales tax to be adjusted based upon delivery location and tax rate at time of sale. Pricing
is valid for 30 calendar days.
PleaSe- Reter to Page 1: tor Acceptance otlenns ana Gon<lItions
SubTotal $ 55,008.00
Shipping
Payment INet 30 Tax Rate(s) 9.00% $ 4,147.92
Comments TOTAL $ 59,155.92
Name
CC#
Expires
Office Use Only
2535 Anse/mo Drive, Corona, CA 92879 (951) 735-3710 Fax: (951) 734-5833
Quote #
1213707A
Page 2 of 2
TERMS AND CONDITIONS
Through Acceptance below, the City of San Bernardino fully acknowledges and agrees to the quote attached
herein in its entirety with the following terms and conditions.
Best Available Control Technology (BACT): CARB mandates that BACT must be installed to meet compliance
regulations. Ironman has quoted calculated current BACT as of the date of this quote. Material and labor costs are
subject to increase as new advanced technologies are developed and approved as BACT, when vehicle assessments
reveal quoted product is not verified as BACT, or when data logging shows operating parameters cannot be met.
Product: Lead time on Cleaire Horizon Systems is approximately 4-5 weeks ARO.
Electrical Demand: The Cleaire Horizon's electrical demand is 2800 watts. Voltage requirement is 208 +/~ 5 or (under
load) single-phase AC & 60HZ. Voltage requirement of 240 is also available and must be requested at time product is
ordered; otherNise, additional charges will apply. The circuit breaker requirement is 20 amps per plug. Each Horizon
connected simultaneously requires its own electrical outlet. The connector plug is supplied: the cord to the outlet is
customer's responsibility. All other electrical is part of the Horizon system and is contained on the vehicle. This quote
does not include any electrical wiring at customer's site.
Electrical Infrastructure: It is important to note that lronman must verify the installation of the electrical infrastructure
prior to installing the Cleaire Horizon systems on your vehicles. The City of San Bernardino has two weeks from time of
product order to complete the required electrical infrastructure. If installation is delayed due to lack of electrical
infrastructure, Walnut Valley Water District agrees to pay for product within the payment terms. Installation of the Cleake
product will be billed on a separate invoice.
CJ410w-ash oil: Ironman highly recommends the use of CJ4 low-ash oil to prevent premature plugging of the Horizon
substrates before or at the time of installation. To find out more information contact Ironman.
Quantity: Quantity of vehicles quoted is based on information given to Ironman from the City of San Bernardino. Should
quantity of vehicles change, a revised quote shall be issued to reflect said change(s).
ARB Requirements: As outlined by ARB in Title 13 in the California Code of Regulations, Section 2449{d)(8)(D) states,
"before installing a VDECS on a vehicle, the fleet owner must ensure that... the engine to be retrofitted is tuned up so
that it meets engine manufacturer's spedfications prior to VDECS installation." In addition, Title 13 CCR, Section
2449(d)(9) states, "the owner of a vehicle retrofit with a VDECS must ensure all maintenance on the VDECS and engine
;s performed as required by the respective manufacturers. Documentation of engine and VDECS maintenance history
must be provided to ARB staff upon request."
lronman recommends the customer keep this documentation on file to ensure ARB and manufacturer warranty
compliance.
ARB requires data logging for passive devices be performed while the vehicle is operating in a manner that is
representative of the normal duty cycle in which the engine is typically used by the customer. If for whatever reason at a
later time, a customer chooses to use the equipment in a different duty cycle and/or if the temperature no longer meets
the ARB requirements outlined in the ARB Executive Order, the customer may request approval from the manufacturer
and ARB for re-designation of the retrofit to another engine in the customer's fleet that meets the ARB requirements, or
have Ironman clean the substrate if the changed duty cycle was an unusual one off event in order for the equipment to
return to normal operating conditions. Service maintenance that is required as a result of the vehicle being operated in a
manner that is outside the conditions of the VDECS Executive Order will be considered to be a serviceable event and the
costs are to be covered by the customer and not the VDECS manufacturer warranty_
ARB has these requirements because Diesel Engines not properly maintained can cause premature plugging and
emission device failure not covered under manufactures warranty. ARB requirements for exhaust temperature are to
ensure correct operation of passive emission devices - lower exhaust temperatures will require additional service and
costs with potenti,al equipment downtime.
Please contact lronman with any questions or for more information.
ACCEPTANCE:
By date and signature hereunder, f hereby agree and accept the terms and conditions stated within the aforementioned
Quote.
Dated
(Customer)