Loading...
HomeMy WebLinkAbout2011-314 1 RESOLUTION NO. 2011-314 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A VENDOR SERVICES 3 AGREEMENT WITH NICE SYSTEMS INC. AND FOR PURCHASES FOR THE 4 CITY'S PUBLIC SAFETY ANSWERING POINT (PSAP) WITH STATE OF CALIFORNIA 9-1-1 FUNDS. 5 6 NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 7 SECTION 1. That the City Manager is hereby authorized and directed to execute on 8 9 behalf of said City, a Vendor Services Agreement with NICE Systems Inc., of Rutherford, 10 11 New Jersey, for a two year maintenance agreement for the Public Safety Dispatch Center's digital voice logging recorder system as outlined in quote 090309JD03, a copy of which is 12 13 14 attached hereto marked Exhibit A and incorporated herein by reference as fully as though set forth at length. SECTION 2. That the Purchasing Manager is hereby authorized to issue City 15 16 Purchase Order's for the following purchases: 17 18 19 20 21 I) NICE Systems Inc. for the purchase of a two-year maintenance agreement for the Public Safety Communications Center's digital recorder for $45,700; 2) Chair-Pros for 15 chairs to be used within the Public Safety 22 23 24 25 26 27 28 Communications Center for $19,760; 3) HB Distributors for headsets to be used by Public Safety Dispatcher for $8,050; and 4) Odyssey Power for installation of electrical connection between to the police building's power panel for $645 to initiate the procurement process with the State of Calif ami a 9-1-1 Office. III 2011-314 SECTION 3. That the Finance Director is hereby authorized to increase revenue and III 2011-314 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF 1 SAN BERNARDINO AUTHORIZING THE EXECUTION OF A VENDOR SERVICES 2 AGREEMENT WITH NICE SYSTEMS INC. AND FOR PURCHASES FOR THE CITY'S PUBLIC SAFETY ANSWERING POINT (PSAP) WITH STATE OF 3 CALIFORNIA 9-1-1 FUNDS. 4 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 6 Common Council of the City of San Bernardino at a iDiot regular meeting 7 thereof, held on the 5th day of December, 201 I, by the following vote, to wit: 8 9 Council Members: 10 MARQUEZ AYES NAYS ABSTAIN ABSENT x 11 12 13 14 SHORETT 15 KELLEY JENKINS x BRINKER x x x 16 JOHNSON 17 MCCAMMACK 18 19 20 21 The foregoing resolution is hereby approved this x x ~...du...t. h. (' ~ ~~-A., Rac el G. Clark, CMC, City Clerk .rj ~ day of December, 2011. 22 23 24 25 Approved as to form: JAMES F. PENMAN, 26 City Attorney 27 By: L "lieu-... 28 tI atri J. Morris, r San Bernardino 2011-314 RESOLUTION NO. 2011-314 VENDORSER~CEAGREEMENTBETWEEN NICE SYSTEMS, INC., AND THE CITY OF SAN BERNARDINO This Vendor Service Agreement ("Agreement") is entered into thisSth day of December 2011, by and between NICE Systems, Inc., of Rutherford, New Jersey ("VENDOR"), and the City of San Bernardino ("CITY"). WITNESSETH: WHEREAS, the Mayor and Common Council has determined that it is advantageous and in the best interest of the CITY to contract for a two-year maintenance agreement for the Public Safety Dispatch Center's digital voice logging recorder system as outlined in VENDOR's September 3, 2009, quote (090309JD03) included with this Agreement as Appendix B to Exhibit "A"; and WHEREAS, CITY did solicit and accept quotes from VENDOR because it manufactures the system and operates a regional service center in San Diego, California. NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SER~CES. For the remuneration stipulated, CITY hereby engages the services of VENDOR to provide those services as set forth on Exhibit "A" attached hereto and incorporated herein. 2. COMPENSATION AND EXPENSES. a. For the services delineated above, at least thirty (30) days prior to the first day of the Maintenance Services Term (as defined in Section 3 below), the CITY shall issue a purchase order to VENDOR pursuant to this Agreement in the amount of Forty Five Thousand, Seven Hundred Dollars ($45,700) for the services set forth in Exhibit "A," provided that any terms and conditions 2011-314 included in such purchase order that are different from or in addition to the terms and conditions contained in this Agreement shall be deemed solely for the information of CITY and no such term or condition shall be binding upon VENDOR. VENDOR shall invoice the CITY for the fee referenced above and the CITY shall pay the VENDOR the total amount of the fee within thirty (30) days of the CITY's receipt of such invoice. b. Unless otherwise agreed to by the parties in writing, 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 two years beginning on July 1, 2011, and ending on June 30, 2013 ("Maintenance Services Term"). This Agreement may be terminated at any time by forty-five (45) days' written notice by either party. The terms of this Agreement shall remain in force during the Maintenance Services Term unless mutually amended. The Maintenance Services Term may be extended with the written consent of both parties. 4. INDEMNITY AND LIMITATION OF LIABILITY. a. VENDOR agrees to and shall indemnify, defend and hold the CITY, it's elected officials, employees, agents or representatives (the "CITY Indemnified Parties") , free and harmless from all claims, actions, damages and liabilities of any kind and nature brought by a third party against any of the CITY Indemnified Parties to the extent that such third party claim arises from bodily injury, including death, or property damage, due to the misconduct, negligence, or omission of VENDOR, it's employees, agents, or subcontractors, relating to or in any way connected with VENDOR'S performance of the services under this 2011-314 Agreement. b. In no event shall VENDOR be liable to any of the CITY Indemnified Parties for special incidental, punitive or consequential damages sustained or incurred regardless of the form of action, whether in contract, tort or otherwise, including negligence, strict liability, indemnity or otherwise, and whether or not such damages were foreseen or unforeseen and regardless of whether VENDOR had received notice or had been advised, or knew or should have known, of the possibility of such damages or losses. c. VENDOR'S total liability for any claim for direct damages hereunder, whether in tort, contract or otherwise, shall be limited to the total amount to be paid to VENDOR under quote (090309JD03), which is the fee for the services set forth in Section 3.a above. 5. INSURANCE. While not restricting or limiting the foregoing, during the Maintenance Services Term, 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 a copy of the Certificate of Insurance evidencing 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 VENDOR's commercial general liability policy of insurance. The Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY of any termination in the 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 2011-314 engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or sexual orientation, or any other status protected by law, except as permitted pursuant to Section 12940 of the California Government Code. 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 employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. 8. BUSINESS REGISTRA TION 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. 9. NOTICES. Any notices to be given pursuant to this Agreement shall be deposited with the United States Postal Service, postage prepaid and addressed as follows: TO THE CITY: Paul Guillen, City of San Bernardino 710 North D Street San Bernardino, CA 92401 2011-314 Telephone: (909) 384-5761 TO THE VENDOR: Legal Department NICE Systems, Inc. 301 Route 17 North - 10th Floor Rutherford, NJ 07070 Telephone: (201) 964-2600 10. ATTORNEY'S FEES In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this paragraph. 11. ASSIGNMENT. VENDOR shall not voluntarily or by operation 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. 2011-314 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. 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. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supersedes any prior agreements and understandings relating to the subject manner of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. . l 1 ". 2011-314 VENDOR SERVICES AGREEMENT BETWEEN NICE SYSTEMS, INC., AND THE CITY OF SAN BERNARDINO IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. NICE SYSTEMS, INC.: Dated:}\p t> .;Ll , 20 II By: , 1,( 1{. '" Its: lleuC','Jvc A .(7,ij,d p,r /-7-:-v LJ/?C-t:.. CITY OF SAN BE~ARDINO: Dated: t ?:\~ ,2011 By: Dated: , 2011 Approved as to Form: James F. Penman, City Attorney By: