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HomeMy WebLinkAbout2012-073 RESOLUTION NO. 2012-73 1 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE A 3 VENDOR SERVICES AGREEMENT WITH CELPLAN TECHNOLOGIES, INC. FOR 4 THE PURCHASE OF A DOWNTOWN CAMERA PROTECTION ZONE SYSTEM WITH ADDITIONAL CAMERAS FOR THE SAN MANUEL AREA CAMERA 5 PROTECTION ZONE 6 NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 7 8 9 Technologies, Incorporated, of Reston, Virginia, was found to be the lowest compliance 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SECTION 1. After a review of official responses to City public bid F-12-1O, CelPlan bidder for the Downtown Camera Protection Zone system as described in City public bid F- 12-10. SECTION 2. That the Mayor and Common Council authorize the City Manager, or his designee, to execute a Vendor Service Agreement between CelPlan Technologies, Incorporated, and the City of San Bernardino for services outlined in City public bid F -12-10, attached hereto and marked as Exhibit A. SECTION 3. The authorization to execute the Vendor Service Agreement referenced in Section 2 of this resolution is rescinded if the Vendor Service Agreement is not signed by both parties within forty-five (45) days of the passage of this resolution. SECTION 4. That the Mayor and Common Council authorize the purchasing manager to issue a purchase order to CelPlan Technologies, Incorporated, of Reston, Virginia, for the purchase of a Downtown Camera Protection Zone system for the San Bernardino Police Department as outlined in CelPlan Technologies, Incorporated's response to City public bid F-12-10, dated March 7, 2012, in an amount not to exceed $440,000.00. The purchase order shall read, "Initial Downtown Camera Protection Zone System." 2012-73 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE A 2 VENDOR SERVICES AGREEMENT WITH CELPLAN TECHNOLOGIES, INC. FOR THE PURCHASE OF A DOWNTOWN CAMERA PROTECTION ZONE SYSTEM 3 WITH ADDITIONAL CAMERAS FOR THE SAN MANUEL AREA CAMERA 4 PROTECTION ZONE 5 6 7 8 9 10 11 12 SECTION 5. That the Mayor and Common Council authorize the purchasing manager to issue a purchase order to CelPlan Technologies Incorporated, of Reston, Virginia, for the purchase of a San Manuel Area Camera Protection Zone add-on system for the San Bernardino Police Department as outlined in CelPlan Technologies Incorporated's amendment to City public bid F-12-1O, dated March 7, 2012, in an amount not to exceed $55,000.00." The purchase order shall read, "Initial San Manuel Camera Protection Zone System." 13 14 III 15 III 16 III 17 III 18 19 20 III 21 III 22 III 23 III 24 25 26 27 III 28 III III III 2012-73 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE A 2 VENDOR SERVICES AGREEMENT WITH CELPLAN TECHNOLOGIES, INC. FOR THE PURCHASE OF A DOWNTOWN CAMERA PROTECTION ZONE SYSTEM 3 WITH ADDITIONAL CAMERAS FOR THE SAN MANUEL AREA CAMERA 4 PROTECTION ZONE 5 6 7 8 9 10 11 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 7th day of May , 2012, by the following vote, to wit: Council Members: AYES NAYS ABSTAIN ABSENT X - X X - X X X X MARQUEZ 12 JENKINS 13 VALDIVIA 14 15 SHORETT KELLEY 16 17 JOHNSON 18 MCCAMMACK 19 20 21 22 23 24 25 26 27 28 ~ I ()~ _ day of May The foregoing resolution is hereby approved this ,2012. Approved as to form: JAMES F. PENMAN, City Attorney OC~'dL.J 2012-73 VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND CELPLAN TECHNOLOGIES,INC. FOR CAMERA PROTECTION ZONE SYSTEMS. This Vendor Services Agreement is entered into this day of May 7, 2012 .by and between CelPlan Technologies, Incorporated,of Reston, Virginia ("VENDOR") and the City of San Bernardino, California ("CITY"or"San Bernardino"). WITNESSETH: i WHEREAS, the Mayor and Common Council has determined that it is advantageous and in the best interest of the CITY to contract for the installation, configuration, and activation of a nineteen-camera Downtown Camera Protection Zone system that will replace the CITY'S existing single-camera Crime Camera System for the San Bernardino Police Department and establish a two-camera San Manual Area Camera Protection Zone. NOW THEREFORE,the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, CITY hereby engages the services of VENDOR to provide those products and services as set forth in CelPlan Technologies' response to CITY Bid RFP-F-12-10 (dated March 7, 2012) marked as Exhibit "B," and their two amendments (Amendment 1 SAN120409A, as Exhibit"C" and Amendment 2 SAN120409B, as Exhibit"D") attached hereto and incorporated herein. 2. COMPENSATION AND EXPENSES. a. For the services delineated above, the VENDOR, shall retain, deliver, install, configure, activate and provide the training outlined in the VENDOR'S response to CITY Bid RFP-F-12-10 (dated March 7, 2012) attached hereto as Exhibit "B," and their two amendments (Amendment 1 SAN 120409A, attached hereto as Exhibit "C" and Amendment 2 SAN 120409B,attached hereto as Exhibit"D") . b. No other expenditures made by VENDOR shall be reimbursed by CITY. 3. TERM. The initial term of this Agreement shall be for a period of six months. The VENDOR must complete all work within 90 days of receipt of a City Purchase Order. The CITY may terminate this Agreement at any time by giving thirty(30) days written notice to Vendor. CITY shall pay all that is payable under this Agreement to VENDOR until the date of termination. Effect of Termination. If this Agreement is terminated as provided herein, CITY may require VENDOR to provide all finished or unfinished documents and data and other information of any kind prepared by VENDOR in connection with the performance of services under this Agreement. VENDOR shall be required to provide such documents and other information within fifteen(15)days of the request. 2012-73 4. 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. 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 at least 30 days prior to any change in or termination of 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 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. 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. 2012-73 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. 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: TO THE VENDOR: Jarrod Burguan,Police Captain Mr. Jasper Bruinzeel San Bernardino Police Department CelPlan Technologies, Inc. 710 North"D" Street 1897 Preston White Drive San Bernardino, CA 92401 Reston,VA 20191 Telephone: (909)384-5742 Telephone: (760) 274-4214 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. 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. 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. 2012-73 13. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 14. SUCCESSORS AND ASSIGNS. e j 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. i 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 matter of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. i 2012-73 VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND CELPLAN TECHNOLOGIES, INC. FOR CAMERA PROTECTION ZONE i SYSTEMS. IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: a*y 2 3 , 2012 CelPlan Technologies, Inc. By: `°�O c� Leonhard Korowajczuk, l Dated / 2012 CITY OF SAN BERNARDINO By: Approved as to Form: City Manager James F. Penman, City Attorney By: e /