HomeMy WebLinkAbout2013-075 2013-75
EXHIBIT "A"
VENDOR SERVICES AGREEMENT FOR PARKING CITATION PROCESSING
SERVICES BETWEEN THE CITY OF SAN BERNARDINO AND PHOENIX GROUP
INFORMATION SYSTEMS
THIS AGREEMENT is made and entered into this 15th day of April , 2013
(Effective Date"), by and between the CITY OF SAN BERNARDINO, a charter city ("City"),
and Phoenix Group Information Systems, a California corporation("vendor").
WITNESSETH :
A. WHEREAS, City proposes to have vendor perform the parking citation processing
services described herein below; and
B. WHEREAS, vendor represents that it has that degree of specialized expertise
contemplated within California Government Code, Section 37103, and holds all necessary
licenses to practice and perform the services herein contemplated; and
C. WHEREAS, City and Vendor desire to set forth their rights, duties and liabilities in
connection with the services to be performed; and
D. WHEREAS, no official or employee of City has a financial interest, within the provisions
of California Government Code, Sections 1090-1092, in the subject matter of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions
contained herein, the parties hereby agree as follows:
1.0. SERVICES PROVIDED BY VENDOR
1.1. Scope of Services. Vendor shall furnish parking citation processing services to
City in accordance with Attachment"1", attached and incorporated herein.
1.2. Professional Practices. All professional services to be provided by vendor
pursuant to this Agreement shall be provided by personnel experienced in their respective fields
and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by
professional consultants in similar fields and circumstances in accordance with sound
professional practices. Vendor also warrants that it is familiar with all laws that may affect its
performance of this Agreement and shall advise City of any changes in any laws that may affect
vendor's performance of this Agreement.
1
2013-75
1.3. Warrant. vendor warrants that it shall perform the services required by this
Agreement in compliance with all applicable Federal and California employment laws including,
but not limited to, those laws related to minimum hours and wages; occupational health and
safety; fair employment and employment practices; workers' laws and ordinances applicable to
the services required under this Agreement. Vendor shall indemnify and hold harmless City
from and against all claims, demands, payments, suits, actions, proceedings, and judgments of
every nature and description including attorneys' fees and costs, presented, brought, or recovered
against City for, or on account of any liability under any of the above-mentioned laws, which
may be incurred by reason of vendor's performance under this Agreement.
1.4. Non-discrimination. In performing this Agreement, vendor shall not engage in,
nor permit its agents to engage in, discrimination in employment of persons because of their
race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital
status, sexual gender or sexual orientation, or any other category protected by law, except as
permitted pursuant to Section 12940 of the Government Code. Violation of this provision may
result in the imposition of penalties referred to in Labor Code, Section 1735.
1.5. Non-Exclusive Agreement. Vendor acknowledges that City may enter into
agreements with other vendors for services similar to the services that are subject to this
Agreement or may have its own employees perform services similar to those services
contemplated by this Agreement.
1.6. Delegation and Assignment. This is a personal service contract, and the duties set
forth herein shall not be delegated or assigned to any person or entity without the prior written
consent of City.
1.7. Business License. The vendor shall obtain and maintain a valid City Business
Registration Certificate during the term of this Agreement.
1.8. Duty of Loyalty/Conflict of Interest: The vendor understands and agrees that as
the City's vendor, vendor shall maintain a fiduciary duty and a duty of loyalty to the City in
performing vendor's obligations under this Agreement. Vendor, in performing its obligations
under this Agreement, is governed by California's conflict of interest laws, Government Code
Section 87100 et seq., and Title 2, California Code of Regulations Section 18700 et seq.
2.0. COMPENSATION AND BILLING
2.1. Compensation. Over the term of this Agreement, vendor shall be paid for such
services an amount not to exceed $50,000 each fiscal year from the 2012/2013 fiscal year
through the 2014/2015 fiscal year, in accordance with Attachment "1", attached and incorporated
herein. This amount has been increased from the previous service Agreement executed in 2007
due to the increase of parking enforcement staffing levels and increased number of citations
being processed.
2
2013-75
2.2. Additional Services. Vendor shall not receive compensation for any services
provided outside the scope of services specified in Attachment"1" unless the City or the Chief of
Police, prior to vendor performing the additional services, approves such additional services in
writing. It is specifically understood that oral requests and/or approvals of such additional
services or additional compensation shall be barred and are unenforceable.
2.3. Method of Billing. vendor may submit invoices to City's Chief of Police for
approval on a progress basis, but no more often than monthly. Said invoice shall be based on the
total of all vendor's services which have been completed to City's sole satisfaction. City shall
pay vendor's invoice within forty-five (45) days from the date City receives said invoice. Each
invoice shall describe in detail, the services performed and the associated time for completion.
Any additional services approved and performed pursuant to this Agreement shall be designated
as "Additional Services" and shall identify the number of the authorized change order, where
applicable, on all invoices.
2.4. Records and Audits. Records of vendor's services relating to this Agreement
shall be maintained in accordance with generally recognized accounting principles and shall be
made available to City or its Chief of Police for inspection and/or audit at mutually convenient
times from the Effective Date through June 30, 2015.
3.0. TIME OF PERFORMANCE
3.1. Commencement and Completion of Work. The professional services to be
performed pursuant to this Agreement shall commence within five (5) days from the Effective
Date of this Agreement. Said services shall be performed in strict compliance with the Project
Schedule issued by the Chief of Police. Failure to commence work in a timely mariner and/or
diligently pursue work to completion may be grounds for termination of this Agreement.
3.2. Excusable Delays. Neither party shall be responsible for delays or lack of
performance resulting from acts beyond the reasonable control of the party or parties. Such acts
shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with
laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a
party.
4.0. TERM AND TERMINATION
4.1. Term. This Agreement shall commence on the Effective Date and continue
through June 30, 2015, unless previously terminated as provided herein or as otherwise agreed to
in writing by the parties. The parties may renew this Agreement for three additional one year
terms upon the written agreement of the parties.
4.2. Notice of Termination. The City reserves and has the right and privilege of
canceling, suspending or abandoning the execution of all or any part of the work contemplated
3
2013-75
by this Agreement, with or without cause, at any time, by providing thirty (30) days written
notice to Consultant. The termination of this Agreement shall be deemed effective on the 30th
day after such notice of termination is deemed served or delivered pursuant to Section 6.4 of this
Agreement. In the event of such termination, vendor shall immediately stop rendering services
under this Agreement unless directed otherwise by the City.
4.3. Compensation. In the event of termination, City shall pay vendor for reasonable
costs incurred and professional services satisfactorily performed up to and including the date of
termination. Compensation for work in progress shall be prorated as to the percentage of work
completed as of the effective date of termination in accordance with the fees set forth herein. In
ascertaining the professional services actually rendered hereunder up to the effective date of
termination of this Agreement, consideration shall be given to both completed work and work in
progress, and to other documents pertaining to the services contemplated herein whether
delivered to the City or in the possession of the vendor.
4.4. Documents. In the event of termination of this Agreement, all documents
prepared or used by vendor in it performance of this Agreement including, but not limited to,
citations, correspondence, notices, data systems, computer tapes or discs, documents and files,
shall be delivered to the City within ten (10) days of delivery of termination notice to vendor, at
no cost to City. Any use of uncompleted documents without specific written authorization from
vendor shall be at City's sole risk and without liability or legal expense to vendor.
5.0. INSURANCE
5.1. Minimum Scope and Limits of Insurance. Vendor shall obtain and maintain
during the life of this Agreement all of the following insurance coverages:
(a) Comprehensive general liability, including premises-operations,
products/completed operations, broad form property damage, blanket
contractual liability, independent contractors, personal injury with a policy
limit of not less than One Million Dollars ($1,000,000.00), combined
single limits, per occurrence and aggregate.
(b) Automobile liability for owned vehicles, hired, and non-owned vehicles,
with a policy limit of not less than One Million Dollars ($1,000,000.00),
combined single limits, per occurrence and aggregate.
(c) Workers' compensation insurance as required by the State of California.
5.2. Endorsements. The comprehensive general liability insurance policy shall contain
or be endorsed to contain the following provisions:
(a) Additional insureds: "The City of San Bernardino and its elected and
appointed boards, officers, agents, and employees, and employees are
4
2013-75
additional insureds with respect to this subject project and contract with
City."
(b) Notice: "Said policy shall not terminate, nor shall it be cancelled nor the
coverage reduced, until thirty (30) days after written notice is given to
City."
(c) Other insurance: "Any other insurance maintained by the City of San
Bernardino shall be excess and not contributing with the insurance
provided by this policy."
5.3. Certificates of Insurance. Vendor shall provide to City certificates of insurance
showing the insurance coverages and required endorsements described above, in a form and
content approved by City, prior to performing any services under this Agreement.
5.4. Non-limiting. Nothing in this Section shall be construed as limiting in any way,
the indemnification provision contained in this Agreement, or the extent to which vendor may be
held responsible for payments of damages to persons or property.
6.0. GENERAL PROVISIONS
6.1. Entire Agreement. This Agreement constitutes the entire Agreement between the
parties with respect to any matter referenced herein and supersedes any and all other prior
writings and oral negotiations. This Agreement may be modified only in writing, and signed by
the parties in interest at the time of such modification. The terms of this Agreement shall prevail
over any inconsistent provision in any other contract document appurtenant hereto, including
exhibits to this Agreement.
6.2. Representatives: The Chief of Police or his designees shall be the representative
of City for purposes of this Agreement and may issue all consents, approvals, directives and
agreements on behalf of the City, called for by this Agreement, except as otherwise expressly
provided in this Agreement.
Vendor shall designate a representative for purposes of this Agreement who shall
be authorized to issue all consents, approvals, directives and agreement on behalf of vendor
called for by this Agreement, except as otherwise expressly provided in this Agreement.
6.3. Project Managers. City designates the Chief of Police or his designee to work
directly with vendor in the performance of this Agreement.
Vendor shall designate a Project Manager who shall represent it and be its agent
in all consultations with City during the term of this Agreement. Vendor or its Project Manager
shall attend and assist in all coordination meetings call by City.
5
2013-75
6.4. Notices. Any notices, documents, correspondence or other communications
concerning this Agreement or the work hereunder may be provided by personal delivery,
facsimile or mail and shall be addressed as set forth below. Such communication shall be
deemed served or delivered: a) at the time of delivery if such communication is sent by personal
delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48
hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such
communication is sent through regular United States mail.
IF TO VENDOR • IF TO CITY:
Mary Houghton Robert Handy
Vice President Chief of Police
Phoenix Group Information Systems 710 N. "D" Street
2670 N. Main St., Suite 200 San Bernardino, CA, 92401
Santa Ana, CA, 92705 fax: 909-388-4902
Tel: 909-388-4912
6.5. 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 contract on behalf of the City shall be considered as
"attorneys' fees" for the purposes of this paragraph.
6.6. Governing Law. This Agreement shall be governed by and construed under the
laws of the State of California without giving effect to that body of laws pertaining to conflict of
laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto
agree that the sole and exclusive venue shall be a court of competent jurisdiction located in San
Bernardino County, California.
6.7. Assignment. Vendor shall not voluntarily or by operation of law assign, transfer,
sublet or encumber all or any part of vendor's interest in this Agreement without City's prior
written consent. Any attempted assignment, transfer, subletting of 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.
6.8. Indemnification and Hold Harmless. Vendor shall protect, defend, indemnify and
hold harmless City and its elected and appointed officials, officers, and employees from any and
all claims, liabilities, expenses, including attorney fees, damage to property or injuries to or death
of any person or persons or damages of any nature including, but not by way of limitation, all
civil claims or workers' compensation claims, arising out of or in any way connected with the
intentional or negligent acts, errors or omissions of vendor, its employees, agents or
subcontractors in the performance of this Agreement.
6
2013-75
• 6.9. Independent Contractor. Vendor is and shall be acting at all times as an
independent contractor and not as an employee of City. Vendor shall secure, at his 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.
6.10. Ownership of Documents. All findings, reports, documents, information and data
including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by
vendor or any of its subcontractors in the course of performance of this Agreement, shall be and
remain the sole property of City. Vendor agrees that any such documents or information shall
not be made available to any individual or organization without the prior consent of City. Any
use of such documents for other projects not contemplated by this Agreement, and any use of
incomplete documents shall be at the sole risk of City and without liability or legal exposure to
vendor. City shall indemnify and hold harmless vendor from all claims, damages, losses, and
expenses, including attorneys' fees arising out of or resulting from City's use of such documents
furnished by vendor. Vendor shall deliver to City any findings, reports, documents, information,
data, in any form, including but not limited to, computer tapes, discs, files, audio tapes or any
other Project related items as requested by City or its authorized representative, at no additional
cost to the City.
6.11. Public Records Act Disclosure. Vendor has been advised and is aware that all
reports, documents, information and data including, but not limited to, computer tapes, discs or
files furnished or prepared by vendor, or any of its subcontractors, and provided to City may be
subject to public disclosure as required by the California Public Records Act (California
Government Code Section 63250 et. Seq.) Exceptions to public disclosure may be those
documents or information that qualify as trade secrets, as that vendor informs City of such trade
secret. The City will endeavor to maintain as confidential all information obtained by it that is
designated as a trade secret. The City shall not, in any way, be liable or responsible for the
disclosure of any trade secret including, without limitation, those records so marked if disclosure
is deemed to be required by law or by order of the Court.
6.12. Responsibility for Errors. Vendor shall be responsible for its work and results
under this Agreement. Vendor, when requested, shall furnish clarification and/or explanation as
may be required by the City's representative, regarding any services rendered under this
Agreement at no additional cost to City. In the event that an error or omission attributable to
vendor occurs, then vendor shall, at no cost to City, provide all necessary documents,
correspondence, computer data and other professional services necessary to rectify and correct
the matter to the sole satisfaction of City and to participate in any meeting required with regard
to the correction.
6.13. Prohibited Employment. Vendor will not employ any regular employee of City
while this Agreement is in effect.
6.14. Order of Precedence. In the event of an inconsistency or conflict in this
Agreement and any attached Exhibits or Attachments, the terms set forth in this Agreement shall
prevail.
7
2013-75
• 6.15. Costs. Each party shall bear its own costs and fees incurred in the preparation and
negotiation of this Agreement and in the performance of its obligations hereunder except as
expressly provided herein.
6.16. No Third Party Beneficiary Rights. This Agreement is entered into for the sole
benefit of City and vendor and no other parties are intended to be direct or incidental
beneficiaries of this Agreement and no third party shall have any right in, under or to this
Agreement.
6.17. Headings. Paragraphs and subparagraph headings contained in this Agreement
are included solely for convenience and are not intended to modify, explain or to be a full or
accurate description of the content thereof and shall not in any way affect the meaning or
interpretation of this Agreement.
6.18. Construction. The parties have participated jointly in the negotiation and drafting
of this Agreement. In the event an ambiguity or Question of intent or interpretation arises with
respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties
and in accordance with its fair meaning. There shall be no presumption or burden of proof
favoring or disfavoring any party by virtue of the authorship of any of the provisions of this
Agreement.
6.19. Amendments. Only a writing executed by the parties hereto or their respective
successors and assigns may amend this Agreement.
6.20. Waiver. The delay or failure of either party at any time to require performance or
compliance by the other of any of its obligations or agreements shall in no way be deemed a
waiver of those rights to require such performance or compliance. No waiver of any provision of
this Agreement shall be effective unless in writing and signed by a duly authorized representative
or the party against whom enforcement of a waiver is sought. The waiver of any right or remedy
in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in
respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
6.21. Severability. If any provision of this Agreement is determined by a court of
competent jurisdiction to be unenforceable in any circumstance, 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. Notwithstanding the foregoing, if the value of
this Agreement, based upon the substantial benefit of the bargain for any party is materially
impaired, which determination as made by the presiding court or arbitrator of competent
jurisdiction shall be binding, then both parties agree to substitute such provisions(s) through
good faith negotiations.
6.22. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original. All counterparts shall be construed together and shall
constitute one agreement.
6.23. Corporate Authority. The persons executing this Agreement on behalf of the
parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said
8
2013-75
• parties and that by doing so, the parties hereto are formally bound to the provisions of this
agreement.
HI
HI
9
2013-75
VENDOR SERVICES AGREEMENT FOR PARKING CITATION PROCESSING
SERVICES BETWEEN THE CITY OF SAN BERNARDINO AND PHOENIX GROUP
INFORMATION SYSTEMS
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
and through their respective authorized officers, as of the date first above written.
CITY OF SAN BERNARDINO, VENDOR
A Municipal Corporation, Phoenix Group Information Systems
By
Patric J. Morris, ayor Signatur o
7.-/1�✓r0°f!y #45 i��.•/�
Name and Title
Approved as to form:
James F. Penman,
City Attorney
By GLAL � e� I 1.-'`/u°-ze.'
ti .:
Uzi
The City Attorney's contention is unsubstantiated and unfounded particularly as it pertains to denial
of Due Process to San Bernardino citizenry by Phoenix Group Information Systems. The Contract is
executed without qualification in spite of his denial.
4 1
0 0073 J ' 'U �lD000000 'Drvn, .� � 3 D 0 K -0 cnm -0 -0 -0 rs.
° . o CD CD c 3 CD 0 c o v ° = < C v m -. -z D j
m
cD m m cD 3 Q _ m ° .< = m cD m < < m > -I m o Z a, 0 -2 x..
in cn m cn cn 0 r: 0) 0 0 0 0 m < < m m r- D O a o 0 0 Z
o o %< a-0 - m o v v v v c Q m m ° = 17 . 1
3 Z 3 3 IQ
3 �D ° ° no u' Z 3 0 aaa -1 a z i 0 m D m D � o cpc° c° o
cn. v N3 ° ° ° off < ° 0 ' v o 5' m O r m ° v cn v°,_,
cQ ° rn C) cn m Ni co. on < a. m 3 o v cra v'`�- C -I ' v, 5' -o _1,--
D cQ 0 m °- 0- ° ° a N. u n m 0 o co o (0 -0 - =c° m m Z .,
° sy ° ° m �' m CD o ° ° ° c f/) m o ° * c) o 'o
v°, ° in ac0 0 m 0 -' 0 73 m a x m -0,„ n, v ,-,73 c n
v 70
n, cnn m '�CD m r, a ° < D U) -0 o o' n O K
CD N a) SD v y y N 0 CD (D Q 0 0 sy
V =
E 0 a CD m co �' c�D �. ° 0O
0 0 m v D m ° CD
cf) co
F1T a'
O 1:0 v m CD Z O.
CO
CD 0
O
Z cD
O r)
m ••
Z_ 7J
X 71
0
7J
CD O C)
0 Vi
N
m m
C° m
CD CD m WI
Z Z 0 °� -1 3
o O CO 01 -, O C C J a
iD a> 001000=
o 0 0 0 o m h CC) K
V C
°o0 m co
z z z z CD
O O O w °° <'1 c rt
0 `a I a 0 0 0 rn w in C) w
° D. 3 s O 01 C) C) 0 O
n) 0 o' o v v w 00000 C -,
0 0 3co a ca 0000O 3
m co °' v 0 m m 00000 CD ..
X
3
(a
o n
c• c c c -, c c NJ c c c p
anaaOCP -xa CD_ OwwOOCnaO -.. CD_ . a Co 000000 XI =
CD cD CD CD cD CD w CD CD CD c, N
a a a a 0 0 N a a 0 0 0 0 0 0 a N N a N Q C 0 0 V V V A CD
O O (T1 O o Cn O O O CT N (J' O O O V V O N N
Z Z Z Z Z Z Z Z Z Z Z Z -a n
O 0 0 0 00 0 0 0 0 0 0 N w -, w
x
C - - - - - - n C r - - N b
CD CD
C„ C) C,) CO CD CJ) fl) CU C) C) Cu C�) o . 0 0 .NA 01 o coil = 0
cQ CQ CQ CD cn cQ CQ CQ cD cn cQ CQ CD N O O 01 O O O CD
CD CD cD CD CD CD CD CD CD CD CD CD 0 0 O O O O O O 0. \
0
12:‹
£ z oo « Eo ƒ F } _ 7c % % "Vo - -I ƒ oq
f / o 2 a_ g E E = q 5 w = m u CO CO — r
\ 7 � w ¥ x % Ego „ ■ u r
C x » 09, 0 ± * E m 0- ca ® / / / & m
) / \ \ \ ( Z% { \ ƒ % / \ oho ° Q -
ƒ a E U) Q 0.2 m 2 o Q m m r -' 0 & / m O
o m \ k - ® - - 7 ® _227 Ez / Co ? /
/ % � � o —,073C) 7 \ \ § 0
3 o n? m O - J El % § Cr) a R
C / \ aE{ G � OS 0 \ 0 / \
-n e o f * -0 r a \ R -.
) o [2 \ Qk - & G E &7 £ R
a $ a _.
/ k\ m « } / S m \ ) Ek ? \2
0 \ � � a -D / § \ e 00 CD
-. ¢ { \ \// 0- ® 2 E \ \
o & mm - o & Cl)
—I —i \ o / O o - /
Fr;
/ ( o a — E $ 2 t -I /
_ % o
< -0 } / .• �) _. � m co § £
cD CD'
st \ / \ 0 CD \ \ QO IV
CD \ p \ 2 ma [ \ k w
\ / o cp - 5 § k Z E
CD k ƒ o f 0
! ) E m =..- a c 0
CD 2 ®\ /I 2 ` 0= ax
= 7a
- 0 0 -
a m
• < O . a
-. k ca. 000
k % 8 0 _ Er
E. E 2 ' °
co co 8 / / \/ /
a
an• o_
CO � /
~ ] m � o0
- % E / \ \
0 o - o /% 0
e o o0 7
& c a o'
- o - -
- � ! 3
\ 0 $ $
m \ G m f
\ 0 0 o J
o c \ � w
F « C k
E a ¥
E
ia
2 w o
E 01 a
9 9g � � J � �
\ \ c % % 011
CD
o E
o
co *
\ ƒ
;
£