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HomeMy WebLinkAbout2011-051 1 2 3 4 5 6 RESOLUTION NO. 2011-51 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 IN THE AMOUNT OF $35,124.12 TO ALDEN FLEET SOLUTIONS, INC. FOR GPS TRACKING SYSTEM SERVICES TO BE UTILIZED BY THE PUBLIC WORKS DEPARTMENT, INTEGRATED WASTE MANAGEMENT DIVISION. WHEREAS, Alden Fleet Solutions, Inc. is the current vendor that supplies the San 7 Bernardino Municipal Water Department with a GPS tracking system for its fleet; and; 8 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE 9 CITY OF SAN BERNARDINO AS FOLLOWS: 10 11 12 13 14 15 16 17 SECTION l. 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 Alden Fleet Solutions, Inc., 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. That 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." 18 SECTION 3. That pursuant to this determination the Director of Finance or her 19 designee is hereby authorized to issue a Purchase Order to Alden Fleet Solutions. Inc. in the 20 amount of$35,124.12 for FY 10-11. The ongoing yearly network fee will be $24,890.04 for all 21 83 refuse vehicles. 22 23 24 25 26 III 27 III 28 SECTION 4. The Purchase Order shall reference this Resolution Number and shall read, "Alden Fleet Solutions, Inc. for GPS tracking system services. Agreement not to exceed $35,124.12" and shall incorporate the terms and conditions of the agreement. 2011-51 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 1 OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT 2 AND ISSUANCE OF A PURCHASE ORDER IN THE AMOUNT OF $35,124.12 TO ALDEN FLEET SOLUTIONS, INC. FOR GPS TRACKING SYSTEM SERVICES TO 3 BE UTILIZED BY THE PUBLIC WORKS DEPARTMENT, INTEGRATED WASTE MANAGEMENT DIVISION. SECTION 5. The authorization to execute the above referenced Purchase Order and passage of this resolution. 9 III 10 III 11 III 12 III 13 III 14 15 III 16 III 17 III 18 III 19 III 20 III 21 III 22 23 III 24 III 25 III 26 III 27 III 28 2011-51 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT 2 AND ISSUANCE OF A PURCHASE ORDER IN THE AMOUNT OF $35,124.12 TO ALDEN FLEET SOLUTIONS, INC. FOR GPS TRACKING SYSTEM SERVICES TO 3 BE UTILIZED BY THE PUBLIC WORKS DEPARTMENT, INTEGRATED WASTE MANAGEMENT DIVISION. 1 4 5 6 and Common Council of the City of San Bernardino at a 7 8 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor joint regular meeting thereof. held on the 7th day of March .201 I. by the following vote. to wit: 9 10 11 12 VACANT 13 Council Members: AYES NAYS ABSTAIN ABSENT x MARQUEZ x BRINKER 14 SHORETT x 15 KELLEY 16 17 18 19 20 ~ x JOHNSON MCCAMMACK x a A.-v<-,-,,-- ,!;;. C[~f?-, ,- Rachel G, Clark. City Clerk 21 f?r7I day of March 22 2011. 23 24 25 26 27 28 The foregoing resolution is hereby approved this ~Ift- ~ Tobin Brinker. Mayor Pro Tern City of San Bernardino Approved as to Form: }, 2011-51 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 VENDOR SERVICE AGREEMENT This Vendor Service Agreement is entered into this 7'h day of March 2011, by and between Alden Fleet Solutions, Inc. ("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 GPS tracking system services; and WHEREAS, this purchase be exempt from the formal contract procedures of Section 3.04.010 of the Municipal Code, pursuant to Section 3.04.010. BJ of said Code, "Purchases approved by the Mayor and Common Council;" and, 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 in Attachment "I and incorporated herein by this reference. 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 $35,124.12 for GPS tracking system services per Attachment "I." The cost to purchase and install the GPS units will be approximately $24,485.00 (this is a one time cost) and the ongoing yearly network fee will be $24,890.04 for all 83 refuse vehicles. b. No other expenditures made by VENDOR shall be reimbursed by CITY. Exhibit "A" I 2011-51 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 3. TERM; TERMINATION. The term of this agreement shall be from March 7, 2011 through June 30, 2011, with four one-year extensions at the City's option. Option year one, if exercised, shall be effective July 1,2011 through June 30, 2012. Option year two, if exercised, shall be effective July 1, 2012 through June 30, 2013. Option year three, if exercised, shall be effective July 1,2013 through June 30, 2014. Option year four, if exercised, shall be effective July 1,2014 through June 30, 2015. 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 amended by written agreement of the parties executed on or before the date of expiration of current term of the agreement. 4. INDEMNITY. Vendor shall defend, indemnify, and hold harmless the City, its officers, employees and agents from any claims, demands, lawsuits, liabilities, judgments, or expenses, including attorney's fees, damage to property or injuries to or death of any person or persons or damages of any nature including, but not limited to, all civil claims or workers' compensation claims, to the extent arising out of, pertaining to, or related to the negligence, recklessness, or willful misconduct of Vendor, its employees, agents or subcontractors in the performance of this Agreement, except that such duty to defend, indemnify, and hold harmless shall not apply to the extent where injury to person or property is caused by City's negligence, recklessness or willful misconduct. 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 Exhibit "A" 2 2011-51 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 in any way connected with the accomplishment of the work or performance of services under this Agreement. 5. 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 of any change or termination in the policy. Insurer shall give CITY 30 days notice prior to enactment and any change or termination of policy. 6. 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. 7. INDEPENDENT CONTRACTOR. VENDOR shall perform work tasks provided by this Agreement, but for all intents and purposes VENDOR shall be an independent contractor and not an agent or employee of the 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 Exhibit "A" 3 2011-51 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 employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. 8. 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, 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: TO THE CITY: Public Works Director 300 North "D" Street San Bernardino, CA 92418 Telephone: (909) 384-5140 TO THE VENDOR: Alden Fleet Solutions, Inc. 1248 Discovery Bay Dr. Chula Vista, CA 91915 Telephone: (619) 806-0958 Contact: Omar Gonzalez 9. 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. Exhibit "A" 4 2011-51 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 10. 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. 11. 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. 12. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 13. 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. 14. 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. III Exhibit "A" 5 1 2 3 4 5 6 7 8 9 10 11 2011-51 15. 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. 16. 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 of this Agreement. This Agreement may be modified or amended only by a written instrument 12 executed by all parties to this Agreement. 13 III 14 III 15 16 III 17 III 18 III 19 III 20 III 21 III 22 23 III 24 III 25 III 26 III 27 III 28 Exhibit "A" 6 2011-51 1 2 VENDOR SERVICE AGREEMENT ALDEN FLEET SOLUTIONS, INC. date set forth below. Dated: ,2011 3 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and 4 5 6 7 8 9 10 11 Dated 12 13 14 15 16 17 18 19 20 ,2011 Approved as to Form: By: (-'-III III I ( 01'\ .___ James F. Penman, City Attorney 21 22 23 24 25 26 27 28 Alden Fleet Solutions, Inc. By: )'- IlliU1L(]~_______ Name: Title: CITY OF SAN BERNARDINO By: L'-IlIBlT (01'\ Charles E. McNeely, City Manager Exhibit "A" 7 /+ .fftlvA f'le* I vi J It 2011-51 Ald~n I j,:(:la.'ftIIlIUIIJ.l-'tI ALDEN FLEET SOLUTlONS, INC. 1248 Discovery Bay Dr Chula Vista, CA 91915 Quote Date Quote # 10/26/2010 2007 Name I Address City of San Bernardino Public Works Depar Jim Keezell Integrated Waste Division Manager 234 South Mt. View Ave San Bernardino, CA 92408 Rep Project OG Description Qty Total Netwokfleet GPS (Discounted by volume from $475.00) 83 24,485.00T (39 sideloaders,IS front end loaders, 12 roll-off,l rear loader,4 pickups,2 utility vehicles,7 sweepers) Net\vorkflect Wirelesses Service 83 @ 24.99 (Discounted by volume from 12 24,890.04 $29.99) $2.074.17 (12 month service) I 200.00 --- CHANGE ORDER ---- October 26, 2010 > Added 1 Shipping. (+$200.00) Total change to estimate +$200.00 -~--------~-------------- Sales Tax 2.142.44 Thank you for your business. Total $51.717.48 1 2 This Vendor Service Agreement is entered into this 7'h day of March 2011, by and 3 between Alden Fleet Solutions, Inc. ("VENDOR") and the City of San Bernardino ("CITY" or 4 "San Bernardino"). 5 WITNESSETH: 6 7 8 9 WHEREAS, this purchase be exempt from the formal contract procedures of Section 10 3.04.010 of the Municipal Code, pursuant to Section 3.04.010. B.3 of said Code, "Purchases 11 approved by the Mayor and Common Council;" and, 12 NOW, THEREFORE, the parties hereto agree as follows: 13 14 15 16 VENDOR to provide those products and services as set forth in Attachment "I and 17 incorporated herein by this reference. 18 2. 19 20 21 22 23 24 25 26 27 28 2011-51 VENDOR SERVICE AGREEMENT WHEREAS, the Mayor and Common Council has determined that it is advantageous and in the best interest ofthe CITY to contract for GPS tracking system services; and 1. SCOPE OF SERVICES. For the remuneration stipulated, San Bernardino hereby engages the services of 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$35,124.12 for GPS tracking system services per Attachment "\." The cost to purchase and install the GPS units will be approximately $24,485.00 (this is a one time cost) and the ongoing yearly network fee will be $24,890.04 for all 83 refuse vehicles. b. No other expenditures made by VENDOR shall be reimbursed by CITY. 2011-51 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 3. TERM; TERMINATION. The term of this agreement shall be from March 7, 2011 through June 30, 2011, with four one-year extensions at the City's option. Option year one, if exercised, shall be effective July I, 2011 through June 30, 2012. Option year two, if exercised, shall be effective July I, 2012 through June 30, 2013. Option year three, if exercised, shall be effective July 1,2013 through June 30, 2014. Option year four, if exercised, shall be effective July 1,2014 through June 30, 2015. 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 amended by written agreement of the parties executed on or before the date of expiration of current term of the agreement. 4. INDEMNITY. Vendor shall defend, indemnify, and hold harmless the City, its officers, employees and agents from any claims, demands, lawsuits, liabilities, judgments, or expenses, including attorney's fees, damage to property or injuries to or death of any person or persons or damages of any nature including, but not limited to, all civil claims or workers' compensation claims, to the extent arising out of, pertaining to, or related to the negligence, recklessness, or willful misconduct of Vendor, its employees, agents or subcontractors in the performance of this Agreement, except that such duty to defend, indemnify, and hold harmless shall not apply to the extent where injury to person or property is caused by City's negligence, recklessness or willful misconduct. 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 2 2011-51 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 in any way connected with the accomplishment of the work or performance of services under this Agreement. 5. 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 of any change or termination in the policy. Insurer shall give CITY 30 days notice prior to enactment and any change or termination of policy. 6. 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. 7. INDEPENDENT CONTRACTOR. VENDOR shall perform work tasks provided by this Agreement, but for all intents and purposes VENDOR shall be an independent contractor and not an agent or employee of the 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 3 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 2011-51 employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. 8. 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, 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: TO THE CITY: Public Works Director 300 North "D" Street San Bernardino, CA 92418 Telephone: (909) 384-5140 TO THE VENDOR: Alden Fleet Solutions, Inc. 1248 Discovery Bay Dr. Chula Vista, CA 91915 Telephone: (619) 806-0958 Contact: Omar Gonzalez 9. 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. 4 2011-51 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 10. 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. 11. 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. 12. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 13. 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. 14. 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. III 5 2011-51 1 2 3 4 5 6 7 8 9 10 11 15. 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 of Tending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 16. 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 of this Agreement. This Agreement may be modified or amended only by a written instrument 2011-51 VENDOR SERVICE AGREEMENT ALDEN FLEET SOLUTIONS, INC. 1 2 3 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and 4 5 6 7 8 9 10 date set forth below. Dated: '3 / l '-\ , Alden Fleet ~~it~/O"""I~~>/--?(/ .1 /// /." /'" BY:.[:..,/ Nam( lOVV\C1( c:.'O(l~? Title: (L\,t.0 ~\V\C'V1(AI..\ \ Cff-\c.kV' ,2011 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Dated,(J1d.1eA /1 ,2011 B Approved as to Form: 1-. . Penman, City Attorney 7 ~1I(lt/A "'t!/I! ,( J (( 2011-51 Ald~n iiJ.:..~;2iQ;'T:T~:g ALDEN FLEET SOLUTIONS, INC. 1248 Discovery Bay Dr Chula Vista, CA 91915 Quote Date Quote # 10/26/2010 2007 Name I Address City of San Bernardino Public Works Depar Jim Keezell Integrated Waste Division Manager 234 South Mt. View Ave San Bernardino. CA 92408 Rep Project OG Description Qty Total Nctwokflcet GPS (Discounted by volume from $475.00) 83 24.485.00T (39 sideloaders, 18 front end loaders, 12 roll-off, 1 rear loader,4 pickups,2 utility vehicles,7 sweepers) Networkileet Wirelesses Service 83 @ 24.99 (Discounted by volume from 12 24,890.04 $29.99) $2.074.17 (t2 month service) 1 200.00 ----- CHANGE ORDER ---- October 26. 2010 > Added 1 Shipping. (+$200.00) Total change to estimate +$200.00 ----------~-------------- Sales Tax 2.142.44 Thank you for your business. Total $51,717.48