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HomeMy WebLinkAbout2012-044 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 1/1 27 III 28 RESOLUTION NO. 2012-44 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A PURCHASE AGREEMENT AND ISSUANCE OF A PURCHASE ORDER TO WESTNET, INC. FOR THE FIRST IN ALERTING PLATFORM TO INTERFACE WITH THE NEW WORLD SYSTEM COMPUTER AIDED DISPATCH. WHEREAS, on December 7, 2009, the Mayor and Common Council authorized the execution of an agreement and purchase order to Masters and Associates/Westnet, Inc., for the installation and integration of a new fire station alerting system. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. That Westnet, Inc. is the selected vendor and has offered a negotiated price for the required interface of the First In Alerting Platform with the City's New World System Computer Aided Dispatch system, attached hereto and incorporated herein marked Exhibit "I". Pursuant to this determination and the San Bernardino Municipal Code Section 3.04.010(B)(3), the Director of Finance or designee is hereby authorized and directed to issue a Purchase Order to Westnet, Inc. in the amount of $54,822.52, with a contingency amount of $2,741.13, for a total not to exceed $57,563.65 which will facilitate the procurement of software installation, licensing, server, labor, on-site warranty, and sales tax. A copy of the Quote Number 13683 is attached hereto and incorporated herein as Exhibit I. SECTION 2. The City Manager is hereby authorized and directed to execute on behalf of the City a Purchase Agreement with Westnet, Inc. (the "Agreement"), a copy of which is attached hereto, marked Exhibit "A", and incorporated herein by reference as fully as thought set forth at length. 2012-44 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A PURCHASE AGREEMENT AND ISSUANCE OF A PURCHASE ORDER TO WESTNET, INC. FOR THE FIRST IN ALERTING PLATFORM TO INTERFACE WITH THE NEW WORLD SYSTEM COMPUTER AIDED DISPATCH. 1 2 3 4 5 6 7 8 9 10 11 12 III 13 III 14 III 15 16 17 III 18 III 19 III 20 III 21 22 23 III 24 III 25 III 26 III 27 28 SECTION 3. That Westnet, Inc. Purchase Order shall incorporate by reference this Resolution and Sales Quote Number 13683 dated February 23, 2012, a copy of which is incorporated into the Agreement as Exhibit "1". SECTION 4. The authorization to execute the above referenced Agreement and Purchase Order is rescinded if not fully executed/issued within sixty (60) days of the passage of this Resolution. III III .- 2012-44 Exhibit "A" PURCHASE AGREEMENT CITY OF SAN BERNARDINO - WESTNET, INC. This Purchase Agreement is entered into by and between Westnet, Inc. ("Vendor") and the City of San Bernardino ("City" or "San Bernardino"). WITNESSETH: WHEREAS, on December 7,2009, the Mayor and Common Council approved the replacement of the Fire Department's aging fire station alerting system. Masters and Associates/Westnet, Inc. was awarded the bid for installation and integration of the system. In addition, the new fire station alerting system had to be connected to the City's Computerized Automated Dispatch system (CAD). The interface was awarded to Tiburon because it was the company the City utilized at the time. WHEREAS, the Mayor and Common Council has determined that it is advantageous and in the best interest of the City to contract with Westnet, Inc. for a First In Alerting Platform interface to the New World System Computer Aided Dispatch system; and, WHEREAS, the City's Fire Department and IT Department have determined that Westnet, Inc. best meets the needs of the Fire Department and will allow the New World System Computer Aided Dispatch system to interface with the fire station alerting system; NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, San Bernardino hereby engages Vendor to provide the First In Alerting Platform as an interface between the New World System Computer Aided Dispatch system and the fire station alerting system, per Quote #13683 dated February 23,2012, attached hereto and incorporated herein as Exhibit "1." Vendor further agrees to provide technical support to New World Systems during New World's testing of its interface to the First In Alerting Platform. 2. COMPENSATION AND EXPENSES. For the products delineated above, the City, upon presentation of an invoice, shall pay the Vendor up to the amount of $54,822.52 for the First In Alerting Platform, as set forth on the Sales Quote #13683 dated February 23,2012, attached hereto and incorporated herein as Exhibit "1," up to a maximum of$57,563.65. . 3. TERM; TERMINATION. a. This purchase shall be completed prior to the end of fiscal year 2011/2012. b. This Agreement may be terminated at any time by thirty (30) days' written notice by either party. The terms of this Agreement shall remain in force unless mutually amended. 4. WARRANTY CITY OF SAN BERNARDINO -WESTNET, INC. Page 1 PURCHASE AGREEMENT .. 2012-44 Vendor expressly warrants that all products and services supplied to City by Vendor under this Agreement shall conform to the specifications, drawings or other description, upon which this PURCHASE is based, shall be fit and sufficient for the purpose intended, merchantable, of good material and workmanship, free from defects and free and clear of all liens or encumbrances. Inspection, testing, acceptance or use of the goods by the City shall not affect Vendor's obligations under this warranty, and such warranty shall survive inspection, testing, acceptance and use. Vendor agrees to replace or correct promptly defects of any goods or services not conforming to the foregoing warranty without expense to the City, when notified of such non-conformity by City. If Vendor fails to correct the defects in or replace non-conforming goods or services promptly, City may, after reasonable notice to Vendor, make such corrections or effect cover, or cure, at Vendor's expense. "Reasonable notice" for purposes of this section shall not be deemed to require more than 60 calendars days notice before commencement of efforts by the City to effect cover or a cure except upon written agreement of the Parties. 5. INDEMNITY. Vendor agrees to and shall indemnify and hold the City, its elected officials, employees, agents or representatives, free and harmless from all claims, actions, damages and liabilities of any kind and nature arising from bodily injury, including death, or property damage, based or asserted upon any actual or alleged act or omission of Vendor, its employees, agents, or subcontractors, relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement, unless the bodily injury or property damage was actually caused by the sole negligence of the City, its elected officials, employees, agents or representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its own expense, including attorney's fees, the City, its elected officials, employees, agents or representatives from any and all legal actions based upon such actual or alleged acts or omissions. Vendor hereby waives any and all rights to any types of express or implied indemnity against the City, its elected officials, employees, agents or representatives, with respect to third party claims against the Vendor relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement. 6. INSURANCE. While not restricting or limiting the foregoing, during the term of this Agreement, Vendor shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of $1 ,000,000.00 combined single limit, and shall file copies of said policies with the City's Risk Manager prior to undertaking any work under this Agreement. City shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the City shall require the insurer to notify City of any change or termination in the policy. 7. NON-DISCRIMINATION. In the performance of this Agreement and in the hiring and recruitment of employees, Vendor shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or sexual orientation, or any other status protected by law. 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. Vendor warrants that it possesses or shall obtain, and maintain a business registration certificate as required under Chapter 5 of the Municipal Code, and any other license, permits, CITY OF SAN BERNARDINO -WESTNET, INC. Page 2 PURCHASE AGREEMENT 2012-44 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: City of San Bernardino Fire Department 200 East Third Street San Bernardino, CA 92410 Attention: Fire Chief Telephone: (909) 384-5286 TO THE Vendor: Westnet, Inc. 15542 Chemical Lane Huntington Beach, CA 92649 Telephone: (714) 901-5610 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. Attorneys' 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 oflaw assign, transfer, sublet or encumber all or any part of the Vendor's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for 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 arIsmg m 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. CITY OF SAN BERNARDINO -WESTNET, INC. Page 3 PURCHASE AGREEMENT 2012-44 15. HEADINGS. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its provisions. 16. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 17. REMEDIES; WAIVER. All remedies available to either party for one or more breaches by the other party are and shall be deemed cumulative and may be exercised separately or concurrently without waiver of any other remedies. The failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches, unless such waiver shall be in writing and signed by the party against whom enforcement is sought. 18. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supersedes any prior agreements and understandings relating to the subject manner of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated~d ,2012 B: Dated ,2012 WES~ ~ By: ~ Its: Approved as to Form: :;z:~~ CITY OF SAN BERNARDINO -WESTNET, INC. Page 4 PURCHASE AGREEMENT