HomeMy WebLinkAbout2011-1091
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. Zola-1o9
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 3.04.010-63
OF THE MUNICIPAL CODE, FOR FOUR DIESEL PARTICULATE FILTERS TO BE
INSTALLED ON FOUR O & M DIVISION TRUCKS, PER THE CALIFORNIA AIR
RESOURCES BOARD (GARB) REGULATIONS.
WHEREAS, Ironman 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 Ironman 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. 6.3 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.
2011-109
2
3
4
5
8
9
10
11
14
15
17~
19
20
21
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 IRONMAN PARTS 8~ 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 O & M DIVISION TRUCKS, PER THE CALIFORNIA AIR
RESOURCES BOARD (GARB) REGULATIONS.
SECTION 5. The authorization to execute the above referenced Purchase
Order and Agreement is rescinded if it is not executed by both parties within ninety
(90) days of the passage of this resolution.
///
///
///
///
///
///
///
///
///
Ill
///
///
111
///
///
2011-109
1
2
3
4
5
6
7
8
9
10
111
12
13
14
15
16
17
18
19
20
211
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 O 8~ M DIVISION TRUCKS, PER THE CALIFORNIA AIR
RESOURCES BOARD (GARB) 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 joint regular
meeting thereof, held on the 16th day of
following vote, to wit:
Council Members: AYES
MAROUEZ x
VACANT
BRINKER x
SHORETT x
KELLEY x
JOHNSON x
x
MCCAMMACK
The foregoing resolution is hereby approved this (~, day of
May ,2011.
NAYS
2011, by the
ABSTAIN ABSENT
Rachel G. Clark, City Clerk
T.~
tr ck J. Morris, ayor
City of San Bernardino
28
Approved as to Form:
By: tee-,,.
es F. Penman
ity Attorney
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
2011-109
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 Ironman Parts & Services ("VENDOR") and the City of San Bernazdino ("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 Beruazdino 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.
211
23
24
25
26
27
28
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
of four (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 yeaz.
Exhibit "A"
1
1
2
3
4
5
6
7
8
9
10
11
l2
13
14
15
16
17
18
19
20
21
22
23
24
25
26
281
2011-109
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"
2
2011-109
1!
2
3
4
5
6
7
8
9
10
1]
12
13
14
15
16
17
18
19
21~
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,
27
28
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"
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
2011-109
8. 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
employees, and all business license, if any are required, in connection with the services to be
performed hereunder.
9. 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:
TO THE VENDOR:
///
///
///
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
Exhibit "A"
4
2011-109
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
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
21 ~ '~
23
24
25
26
27
28
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.
Bernardino, State of Califomia 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.
Exhibit "A"
5
1
2
3
4
5
6
7
8
10
1]
12
13
14
15
16
17
18
19
2011-109
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
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
211
23
24
25
26
27
28
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"
6
1
2
3
4
5
6
7
8
9
10
11
12
13
14
]5
I6
17
18
21I
23
24
25
26
27
28
2011-109
of this Agreement. This Agreement may be modified or amended only by a written instrument
executed by all parties to this Agreement.
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
///
Exhibit "A"
7
2011-109
1
2
3
4
5
6
7
8
9
10
I1
12
13
14
15
16
17
18
19
211.
23
24
25
26
27
VENDOR SERVICE AGREEMENT
BETWEEN IRONMAN PARTS & SERVICE AND THE CITY OF SAN BERNARDINO
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and
date set forth below.
Dated: , 2011
Ironman Parts & Services
By:
Its:
Dated , 2011
Approved as to Form:
By:
James F. Penman, City Attorney
CITY OF SAN BERNARDINO
By:
Charles E. McNeely, City Manager
Exhibit "A"
8
2011-109
Attachment "1"
Quote # 1213707A
Customer City of San Bernardino
Name Leon E. Schrader
Address 182 South Sierra Way
City San Bernardino State CA ZIP 92408
Phone 909/384-5224
Email
Dat~1
Order No.
Rep Monica Benedict/mc
FOB
Oty Description Unit Price TOTAL
ESTIMATED PRICING FOR BUDGETARY PURPOSES ONLY
PENDING PRE-INSTALLATION COMPATIBILITY RESULTS
Piggyback - Ci~of National Cif#GS0809-1
Vehicles #0423,0513,0636,0637
Pre-InstallationPre-Installation Compatibili~
Pre-install compatibility testing of candidate engine and DECS based on
4 California Code of Regulations, Title 13 as required and enforced by ARB. 5 150.00 $ 600.00
Cleaire Horizon M Electrical Regenerated DPF (Active System)
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
Optional (Not Included in Total
Connector cord - 25' $ 450.00
OR
Connector cord - 50' 8 685.00
"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 Ironman's mobile
installers to pedorm 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 valitl for 30 calendar days.
ease a er to age or cceptance o erns an on rtons
SubTotal $ 55,008.00
Shipping
Payment Net 30 Tax Rate(s) 9.00% $ 4,147.92
Comments TOTAL $ 59,155.92
Name
CC # Office Use Only
Expires
2535 Anselmo Drive, Corona, CA 92879 (951) 735-3710 Fax: (951) 734-5833
2011-109
I Ouote # 1213707A
~ - It-9~-
.. Pal
TERMS AND CONDITIONS
Through Acceptance below, the City of San Bernardino fully acknowledges and agrees [o the quote attached
herein in its entire 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 cunent BACT as of the date of this quote. Material antl labor costs are
subject to increase as new atlvanced technologies are developed and approved as BACT, when vehicle assessments
reveal quoted product is not verifed 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, atlditional 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
customers 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 vehiUes. The Ciry of San Bernardino has lwo weeks from time of
product order to complete the required electrical infrastructure. If installation is delayed due to lack of electrical
infrastructure, Walnut Valley Waler 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: Ironman highly recemmends the use of CJ4low-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 outlinetl 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
[ha[ i[ meets engine manufacturer s specifications prior to VDECS installation." In addition, Title 13 CCR, Section
2449(d)(9) states, "[he owner of a vehicle retrofit with a VDECS must ensure all maintenance on the VDECS and engine
is performetl as required by the respective manufacturers. Documentation of engine antl VDECS maintenance history
must be provided to ARB staff upon request"
Ironman recommentls the customer keep this tlocumentation 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 [he customer. If for whatever reason at a
later time, a customer chooses to use the equipment in a different tluty 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
antl AR8 for re-designation of the retroft to another engine in the customers 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 Ortler will be consitleretl to be a serviceable event and the
costs are to be covered by the customer antl no[ the VDECS manufacturer warranty.
ARB has these requirements because Diesel Engines not propedy maintained can cause premature plugging and
emission device failure not wvered under manufactures warranty. ARB requirements for exhaust temperature are to
ensure correct operation of passive emission devices -lower exhaust temperatures wilt require adtlitional service and
costs with potential equipment downtime.
Please contact Ironman with any questions or for more information.
ACCEPTANCE:
By date and signature hereunder, 1 hereby agree and accept the terms and conditions stated within the aforementioned
Quote.
Dated (Customer)
2011-109
1 VENDOR SERVICE AGREEMENT
BETWEEN IRONMAN PARTS & SERVICE AND THE CITY OF SAN BERNARDINO
2
This Vendor Service Agreement is entered into this 16th day of May 2011, by and
3
between Ironman Parts & Services ("VENDOR") and the City of San Bernardino ("CITY" or
4
5 "San Bernardino").
g WITNESSETH:
7 WHEREAS, the Mayor and Common Council has determined that it is advantageous
8 and in the best interest of the CITY to contract for the purchase and installation of four (4)
9 Diesel Particulate Filters on four (4) Operation & Maintenance Division trucks; and
10
WHEREAS, vendor is qualified to sell and install the required equipment; and
11
12 WHEREAS, there are no local vendors certified for the purchase or installation of the
13 required equipment;
14 NOW, THEREFORE, the parties hereto agree as follows:
15 1. SCOPE OF SERVICES.
16 For the remuneration stipulated, San Bernardino hereby engages the services of
17
VENDOR to provide those products and services as set forth on Attachment "1" and
18
incorporated herein.
19
20 2• COMPENSATION AND EXPENSES.
21 a• For the services delineated above, the CITY, upon presentation of an invoice, shall
22 pay the VENDOR up to the amount of $59,155.92 for the purchase and installation
23 of four (4) Diesel Particulate Filters.
24 b, No other expenditures made by VENDOR shall be reimbursed by CITY.
25
3. TERM; TERMINATION.
26
The term of this agreement shall be for a period of one year.
27
28
1
2011-109
1 This Agreement may be terminated at any time by thirty (30) days written notice by
2 either party. The terms of this Agreement shall remain in force unless mutually amended. The
3 duration of this agreement may be extended with the written consent of both parties.
4
4. WARRANTY
5
6 Vendor expressly warrants that all products and services supplied to City by Vendor
7 under this Agreement shall conform to the specifications, drawings or other description upon
8 which this purchase is based, shall be fit and sufficient for the purpose intended, merchantable,
9 of good material and workmanship, free from defects and fee and clear of all liens or
10 encumbrances. Inspection, testing, acceptance or use of the goods by the City shall not affect
11
Vendor's obligations under this warranty, and such warranty shall survive inspection, testing,
12
acceptance and use. Vendor agrees to replace or correct promptly defects of any goods or
13
14 services not conforming to the foregoing warranty without expense to the City, when notified
15 of such non-conformity by City. If Vendor fails to correct the defects in or replace non-
16 conforming goods or services promptly, City may, after reasonable notice to Vendor, make
17 such corrections or effect cover, or cure, at Vendor's expense. "Reasonable notice" for
18
purposes of this section shall not be deemed to require more than 60 calendars days notice
19
before commencement of efforts by the City to effect cover or a cure except upon written
20
21 agreement of the Parties.
22 5• INDEMNITY.
23 Vendor agrees to and shall indemnify and hold the City, its elected officials, employees,
24 agents or representatives, free and harmless from all claims, actions, damages and liabilities of
25 any kind and nature arising from bodily injury, including death, or property damage, based or
26
asserted upon any or alleged act or omission of Vendor, its employees, agents, or
27
subcontractors, relating to or in any way connected with the accomplishment of the work or
28
2
2011-109
1 performance of service under this Agreement, unless the bodily injury or property damage was
2 actually caused by the sole negligence of the City, its elected officials, employees, agents or
3 representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its
4 own expense, including attorney's fees the City, its elected officials, employees, agents or
5 representatives from any and all legal actions based upon such actual or alleged acts or
6
omissions. Vendor hereby waives any and all rights to any types of express or implied
7
indemnity against the City, its elected officials, employees, agents or representatives, with
8
9 respect to third party claims against the Vendor relating to or in any way connected with the
10 accomplishment of the work or performance of services under this Agreement.
11 6. INSURANCE.
12 While not restricting or limiting the foregoing, during the term of this Agreement,
13 VENDOR shall maintain in effect policies of comprehensive public, general and automobile
14
liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory
15
16 worker's compensation coverage, and shall file copies of said policies with the CITY's Risk
1 ~ Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an
1 g additional named insured in each policy of insurance provided hereunder. The Certificate of
19 Insurance furnished to the CITY shall require the insurer to notify CITY at least 30 days prior
20 to any change or termination in the policy.
21
7. NON-DISCRIMINATION.
22
In the performance of this Agreement and in the hiring and recruitment of employees,
23
24 VENDOR shall not engage in, nor permit its officers, employees or agents to engage in,
25 discrimination in employment of persons because of their race, religion, color, national origin,
26 ancestry, age, mental or physical disability, medical conditions, marital status, sexual gender or
27 sexual orientation, or any other status protected by law.
28
3
2011-109
1 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
5 Income Tax, Social Security, State Disability Insurance Compensation, Unemployment
6
Compensation, and other payroll deductions for VENDOR and its officers, agents, and
7
employees, and all business license, if any are required, in connection with the services to be
8
9 performed hereunder.
10 9• BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
11 VENDOR warrants that it possesses or shall obtain, and maintain a business registration
12 certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits,
13 qualifications, insurance and approval of whatever nature that are legally required of VENDOR
14
to practice its business or profession.
15
16 NOTICES.
17 Any notices to be given pursuant to this Agreement shall be deposited with the United
1 g States Postal Service, postage prepaid and addressed as follows:
19 TO THE CITY: Public Services Director
300 North "D" Street
20 San Bernardino, CA 92418
21 Telephone: (909) 384-5140
22 TO THE VENDOR: Ironman Parts & Services
2535 Anselmo Dr.
23 Corona, CA 92879
24 Telephone: (951) 735-3710
Contact: Monica Benedict
25 ///
26 ///
27 ///
28
4
2011-109
1 10. ATTORNEYS' FEES.
2 In the event that litigation is brought by any party in connection with this Agreement,
3 the prevailing party shall be entitled to recover from the opposing party all costs and expenses,
4 including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of
5 its rights or remedies hereunder or the enforcement of any of the terms, conditions or
6
provisions hereof. Attorney's fees for the City Attorney and members of his office shall be
7
calculated based on the market rate for comparable services.
8
9 11. ASSIGNMENT.
10 VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or
11 encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior
12 written consent. Any attempted assigrunent, transfer, subletting or encumbrance shall be void
13 and shall constitute a breach of this Agreement and cause for the termination of this
14
Agreement. Regardless of CITY's consent, no subletting or assigrunent shall release VENDOR
15
16 of VENDOR's obligation to perform all other obligations to be performed by VENDOR
1 ~ hereunder for the term of this Agreement.
1 g 12. VENUE.
19 The parties hereto agree that all actions or proceedings arising in connection with this
20 Agreement shall be tried and litigated either in the State courts located in the County of San
21
Bernardino, State of California or the U.S. District Court for the Central District of California,
22
Riverside Division. The aforementioned choice of venue is intended by the parties to be
23
24 mandatory and not permissive in nature.
25 13. GOVERNING LAW.
26 This Agreement shall be governed by the laws of the State of California.
///
27
28 ///
5
2011-109
1 14. SUCCESSORS AND ASSIGNS.
2 This Agreement shall be binding on and inure to the benefit of the parties to this
3 Agreement and their respective heirs, representatives, successors, and assigns.
4 15. HEADINGS.
5 The subject headings of the sections of this Agreement are included for the purposes of
6
convenience only and shall not affect the construction or the interpretation of any of its
7
provisions.
8
9 16. SEVERABILITY.
10 If any provision of this Agreement is determined by a court of competent jurisdiction to
11 be invalid or unenforceable for any reason, such determination shall not affect the validity or
12 enforceability of the remaining terms and provisions hereof or of the offending provision in any
13
other circumstance, and the remaining provisions of this Agreement shall remain in full force
14
and effect.
15
16 17' REMEDIES; WAIVER.
1 ~ All remedies available to either party for one or more breaches by the other party are
1$ and shall be deemed cumulative and may be exercised separately or concurrently without
19 waiver of any other remedies. The failure of either party to act in the event of a breach of this
20 Agreement by the other shall not be deemed a waiver of such breach or a waiver of future
21
breaches, unless such waiver shall be in writing and signed by the party against whom
22
enforcement is sought.
23
24 1S• ENTIRE AGREEMENT; MODIFICATION.
25 This Agreement constitutes the entire agreement and the understanding between the
26 parties, and supercedes any prior agreements and understandings relating to the subject manner
27
28
6
2011-109
1 of this Agreement. This Agreement may be modified or amended only by a written instrument
2 executed by all parties to this Agreement.
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
7
2011-109
VENDOR SERVICE AGREEMENT
1 BETWEEN IRONMAN PARTS & SERVICE AND THE CITY OF SAN BERNARDINO
2
3 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and
4 date set forth below.
5 ~-
6 Dated: 5~ ~ ~ / ~ ~ , 2011 Ironman Pa Ser ' es
7 By:
Its: ent
8
9 Dated ~ , 2011 CITY AN BERN INO
r
i 0 By.
11 Charles E. cNeel , Cityf anager
Approved as to Form:
12
13 By: ~
14 Ja F. Penman, City Attorney
15
16
17
18
19
20
21
22
23
24
25
26
27
28
8
2011-109
Attachment "1"
a
~'., ~ 'r.~~~ Ji ~_, r r.
Quote # 1213707A
1 of 2
Customer City of San Bernardino
Name Leon E. Schrader
Address 182 South Sierra Way
State CA ZIP 92408
City San Bernardino
Phone 909/384-5224
Email
Da 3/15/2011
Order No.
Rep Monica BenedicUmc
FOB
C~7 I ImA ~ a-v . ...~..-- . . _ _ - _
PENDING PRE-INSTALLATION COMPATIBILITY RESULTS
#0423,0513,0636,0637
a ~~., ~ ..,.,......... _ .~
compatibility testing of candidate engine and DECS base on
Code of Regulations, Title 13 as required and enforced by ARB.
Clea~re Horizon M Electrical Regenerated DPF (Active Svste~
4 Cleaire Horizon DPF jup to 370HP)
4 Installation of Horizon System via Ironman's Mobile Installation Team(s)""
4 Installation Parts Kit -brackets, tubing, hardware, etc. (per vehicle)
Connector cord - 25'
r cord - 50'
'*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 perform 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. Pricin
is valid for 30 calendar days.
$ 150.00 ~ $ 600.00
$10,997.00 $ 43,988.00
$ 2,080.00 $ 8,320.00
$ 525.00 $ 2,100.00
$ 450.00
$ 685.00
Tax Rate(s) y.uu"/°
Payment Net 30
TOTAL
Comments
Name Office Use Only
CC #
Expires
2535 Anselmo Drive, Corona, CA 92879 (951) 735-3710 Fax: (951) 734-5833
4,147.92
2011-109
~. ~ ~ Quote # 121370TH
~ Pa~
y ~ ~. $ ti
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; othervvise, 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: Ironman highly recommends the use of CJ4low-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 Bemardino. 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."
Ironman recommends the customer keep this documentation on file to ensure ARB and manufacturer warranty
3 requires data logging for passive devices be performed while the vehicle is operating in a manner that is
esentative of the normal duty cycle in which the engine is typically used by the customer. If for whatever reason at a
r time, a customer chooses to use the equipment in a different duty cycle and/or if the temperature no longer meets
ARB requirements outlined in the ARB Executive Order, the customer may request approval from the manufacturer
ARB for re-designation of the retrofit to another engine in the customer's fleet that meets the ARB requirements, or
e Ironman clean the substrate if the changed duty cycle was an unusual one off event in order for the equipment to
irn to normal operating conditions. Service maintenance that is required as a result of the vehicle being operated in a
~ner that is outside the conditions of the VDECS Executive Order will be considered to be a serviceable event and the
is are to be covered by the customer and not the VDECS manufacturer warranty.
B has these requirements because Diesel Engines not properly maintained can cause premature plugging and
fission device failure not covered under manufactures warranty. ARB requirements for exhaust temperature are to
pure correct operation of passive emission devices -lower exhaust temperatures will require additional service and
its with potential equipment downtime.
ase contact Ironman with any questions or for more information.
ACCEPTANCE:
By date and signature hereunder, 1 hereby agree and accept the terms and conditions stated within the aforementioned
Quote.
(Customer)