HomeMy WebLinkAbout2013-240 I RESOLUTION NO. 2013-240
2 RESOLUTION OF THE MAYOR AND CUMM COUNCIL OF THE CITY OF SAN
3 BERNARDINO AUTHORIZING THE EXECUTION OF AN ACRF.EWNY AND THE
ISSUANCE OF A PURCHASE ORDER TO S.K. TELECON, INC. FOR CABLE
4 PULL SERVICES TO THE CITY'S TELEPHONE SYSTEMS FOR THE
INFORWATION TECTINOLOGIES DEPAR "EIVr IN THE AMOUNT OF $35 ,678 .00 .
5
6 BE IT RESOLVED BY THE MAYOR AND COMVDN COUNCIL OF THE CITY
OF SAN BERNARD INO AS FOLDS:
7
8 SECTION 1 . Pursuant to San Bernardino Municipal Code Section
3.04.010(B)(3), the City Manager of the City of San Bernardino is hereby authorized to execute
9
Vendor Services Agreement between the City of San Bernardino and S.K. Telecon, Inc., a copy
10
of which is attached hereto as Exhibit"A" and incorporated herein by this reference as fully as
11
though set forth at length.
12 SECTION 2 . The Director of Finance or his/her designee is hereby authorized to
13 issue an Annual Purchase Order to S.K. Telecon, in an amount not to exceed $35,678.00 for FY
14 2013-14 for cable pull services. The Purchase Order shall reference the number of this
15 Resolution and shall read, "Cable pull service for FY 2013-14. Not to exceed $35,678.00." with
16 a one year renewal option , so long as funds are available and appropriated in the budget each
17 year.
18 SECTION 3. This purchase is exempt from the formal contract procedures of
Section 3.04.010 of the Municipal Code, pursuant to Section 3.04.010(B)(3) of said Code,
19
"Purchases approved by the Mayor and Common Council".
20
SECTION 4 . The authorization granted herein shall be rescinded if the
21
Agreement is not executed and Purchase Order is not issued within sixty(60) days of the passage
22 of this Resolution.
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2013-240
RESOLUTION OF THE MAYOR AND CCWDN COUNCIL OF THE CITY OF S
1 BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND THE AIN
2 ISSUANCE OF A PURCHASE ORDER TO S.K. TELECON, INC. FOR CABLE
PULL SERVICES TO THE CITY'S TELEPHONE SYSTIIVIS FOR THE
3 INFORWATION TECUINOLOGIES DEPARTTgFNI' IN THE AMOUNT OF $35 ,678 .00 .
4 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and
5 Common Council of the City of San Bernardino at a j oint regular meeting thereof, held
on the 5th day of gugl,Gt , 2013, by the following vote, to wit:
6
7
Council Members Ayes Nays Abstain Absent
8
MARQUEZ x
9
10
JENKINS x
11 VALDIVIA x
12 SHORETT x
13 KELLEY x
14
JOHNSON x
15
16 McCAMMACK x
17
18
Georgeamyj4anna, City lerk
(—Al,
19
t�
20 The foregoing resolution is hereby approved this day of August , 2013.
21
22
Pa ick J. Mo is, Mayor
23 City ernardino
24
Approved as to form:
25 JAMES F. PENMAN, City Attorney
26
By'
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2013-240
1 EXHIBIT "A"
VENDOR SERVICES AGREEMENT
2 BETWEEN
3 CITY OF SAN BERNARDINO AND S.K. TELECON, INC.
4 THIS VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into
5 this 5th day of August, by and between the CITY OF SAN BERNARDINO, a charter city
6 ("CITY"), and S.K. Telecon ("VENDOR").
7 WITNESSETH :
8 A. WHEREAS, CITY proposes to have VENDOR perform the services described
9 herein below; and
10 B. WHEREAS, VENDOR represents that it has that degree of specialized expertise
1l contemplated within California Government Code Section 37103, and holds all necessary
12 licenses to practice and perform the services herein contemplated; and
13 C. WHEREAS, CITY and VENDOR desire to contract for professional services as
14 described in the Scope of Services, attached hereto as Exhibit "1"; and
15 D. WHEREAS, no official or employee of CITY has a financial interest, within the
16 provisions of California Government Code Sections 1090-1092, in the subject matter of this
17 Agreement;
18 NOW, THEREFORE, for and in consideration of the mutual covenants and conditions
19 contained herein, the parties hereby agree as follows:
20 1.0. SERVICES PROVIDED BY VENDOR
21 1.l. Scope of Services. For the remuneration stipulated, VENDOR shall provide the
22 professional services described in the Scope of Services attached hereto as Exhibit "1" and
23 incorporated herein by this reference ("Services"). If a conflict arises between the Scope of
24 Services document and this Agreement, the terms of the Agreement shall govern.
25 1.2. Professional Practices. All Services to be provided by VENDOR pursuant to this
Agreement shall be provided by skilled personnel and in a manner consistent with the
2013-240
i
standards of care, diligence and skill ordinarily exercised by professional vendors in similar
2
fields and circumstances in accordance with sound professional practices. VENDOR also
3
warrants that it is familiar with all laws that may affect its performance of this Agreement and
4
shall advise CITY of any changes in any laws that may affect VENDOR's performance of this
5
Agreement if the VENDOR has actual knowledge of such changes. VENDOR and the CITY
6
each represent that no CITY employee will provide any Services under this Agreement.
7
1.3. Warranty. VENDOR warrants that it shall perform the Services required by this
8
Agreement in compliance with all applicable Federal and California employment laws
9
including, but not limited to, those laws related to minimum hours and wages; occupational
10
health and safety; fair employment and employment practices; workers' compensation insurance
11
and safety in employment; and all other Federal, State and local laws and ordinances applicable
12
to the services required under this Agreement. VENDOR shall indemnify and hold harmless
13
CITY from and against all claims, demands, payments, suits, actions, proceedings, and
14
judgments of every nature and description including reasonable attorneys' fees and costs, or
15
recovered against CITY to the extent arising from VENDOR's violation of any such applicable
16
law.
17
1.4. Nondiscrimination. In performing this Agreement, VENDOR shall not engage in,
18
nor permit its officers, employees or agents to engage in, discrimination in employment of
19
persons because of their race, religion, color, national origin, ancestry, age, mental or physical
20
disability, medical condition, marital status, sexual gender or sexual orientation, except as
21
permitted pursuant to Section 12940 of the Government Code. Violation of this provision may
22
result in the imposition of penalties referred to in Labor Code Section 1735.
23
1.5 NonExclusive Agreement. VENDOR acknowledges that CITY may enter into
24
agreements with other vendors for services similar to the Services that are subject to this
25
Agreement or may have its own employees perform services similar to those services
contemplated by this Agreement.
2013-240
1
1.6. Delegation and Assignment. This is a personal service contract, and the duties set
2
forth herein shall not be delegated or assigned to any person or entity without the prior written
3
consent of CITY, which consent shall not be unreasonably withheld or delayed. VENDOR may
4
engage a subcontractor(s) as permitted by law and may employ other personnel to perform
5
services contemplated by this Agreement at VENDOR's sole cost and expense.
6
1.7 Duty of f Loyalty/Conflict of Interest. The VENDOR understands and agrees that as
7
the CITY's vendor, VENDOR shall maintain a fiduciary duty and a duty of loyalty to the CITY
8
in performing VENDOR's obligations under this Agreement. VENDOR, in performing its
9
obligations under this Agreement, is governed by California's conflict of interest laws,
10
Government Code Section 87100 et seq., and Title 2, California Code of Regulations Section
11
18700 et seq.
12
1.8 CITY Business Certificate. VENDOR shall obtain and maintain during the term of
13
this Agreement, a valid CITY Business Registration Certificate pursuant to Title 5 of the City of
14
San Bernardino Municipal Code and any and all other licenses, permits, qualifications,
15
insurance and approvals of whatever nature that are legally required of VENDOR to practice its
16
profession, skill or business.
17
2.0. COMPENSATION AND BILLING
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2.1. Compensation. Except as provided herein, VENDOR compensation shall be at the
19
rate of $35,678.00 for year one, which shall commence upon the effective date of this
20
Agreement, and end one year later; $35,678.00 for year two.
21
2.2. Additional Services. VENDOR shall not receive compensation for any services
22
provided outside the Scope of Services specified in Exhibit"1"unless the CITY, prior
23
to VENDOR performing the additional services, approves such additional services in writing. It
24
is specifically understood that oral requests and/or approvals of such additional services or
25
additional compensation shall be barred and are unenforceable.
2.3. Method of Billing. VENDOR shall submit invoices to CITY for approval. Said
2013-240
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invoice shall be based on the total of all VENDOR's services which have been performed in
2
accordance with the terms of this Agreement during the period covered by such invoice. CITY
3
shall pay VENDOR's invoice within thirty (30) days from the date CITY receives said invoice.
4
The invoice shall describe in detail the services performed and the associated time for
5
completion. Any additional services approved and performed pursuant to this Agreement shall
6
be designated as "Additional Services" and shall identify the number of the authorized change
7
order, where applicable, on all invoices.
8
2.4. Records and Audits. Records of VENDOR's Services directly relating to this
9
Agreement shall be maintained in accordance with generally recognized accounting principles
10
and shall be made available to CITY for inspection and/or audit at mutually convenient times
11
for a period of seven (7) years from the Effective Date. Any such inspection shall be conducted
12
at the CITY's expense, during normal business hours and upon reasonable prior written notice
13
to VENDOR. Such audit shall also be subject to the execution of a confidentiality agreement
14
regarding inadvertent access to confidential information not related to the CITY.
15
3.0. TERM AND NOTIFICATION.
16
3.1. Term. This Agreement shall commence on the Effective Date and continue one
17
(1) year, with the option of a single one (1) year extension, unless the Agreement is previously
18
19 terminated as provided for herein.
20 3.2 Termination. CITY or VENDOR may terminate the Services provided under
21 Section 1.1 of this Agreement upon thirty (3 0) days written notice to the other party. In
22 the event of termination, VENDOR shall be paid the reasonable value of Services rendered to
23 the date of termination.
24 3.3 Documents. In the event of an early termination of this Agreement, all documents
25 prepared by VENDOR in its performance of this Agreement including, but not limited to,
worker's compensation medical bills, shall be delivered to the CITY within ten (10) days of
2013-240
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delivery of termination notice to VENDOR, at no cost to CITY. Any use of uncompleted
2
documents without specific written authorization from VENDOR shall be at CITY's sole risk
3
and without liability of legal expense to VENDOR.
4
4.0. INSURANCE
5
4.1. Scope and Limits of Insurance. VENDOR shall obtain and maintain during the term
6
of this Agreement all of the following insurance coverages:
7
(a) Commercial general liability, including premises operations, products/completed
8
operations, broad form property damage, blanket contractual liability, independent
9
contractors, personal injury with a policy limit of One Million Dollars
10
($1,000,000.00), combined single limits, per occurrence and aggregate.
11
(b) Automobile liability for owned vehicles, hired, and nonowned vehicles, with a
12
policy limit of One Million Dollars ($1,000,000.00), combined single limits, per
13
occurrence and aggregate.
14
(c) Workers' compensation insurance as required by the State of California.
15
4.2. Endorsements. The commercial general liability insurance policy shall contain or be
16
eIndorsed, using general policy endorsements, to contain the following provisions:
17
(a) Additional insureds: "The City of San Bernardino and its elected and appointed
18
boards, officers, and employees are additional insureds with respect to their vicarious
19
liability arising out of VENDOR's performance of the Services hereunder."
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(b) Other insurance: "Any other insurance maintained by the City of San Bernardino
21
shall be excess and not contributing with the insurance provided by this policy with respect to
22
claims arising solely and directly from VENDOR's provision of the Services."
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4.3. Certificates of Insurance. VENDOR shall provide to CITY certificates of insurance
24
showing the insurance coverages and required endorsements described above, prior to
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performing any services under this Agreement.
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4.4. Nonlimiting. Nothing in this Section shall be construed as limiting in any way, the
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indemnification provision contained in this Agreement, or the extent to which VENDOR may
3
be held responsible for payments of damages to persons or property.
4
4.5 Notice of Cancellation or Material Change: VENDOR shall provide the CITY thirty
5
(30) days prior written notice of cancellation of or a material change in any of the required
6
coverages.
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5.0. GENERAL PROVISIONS
8
5.1. Entire Agreement: This Agreement, together with Exhibit "1" attached hereto,
9
constitutes the entire agreement between the parties with respect to any matter referenced herein
10
and supersedes any and all other prior writings and oral negotiations. This Agreement may be
11
modified only in writing, and signed by the parties in interest at the time of such modification.
12
The terms of this Agreement shall prevail over any inconsistent provision in any other contract
13
document appurtenant hereto, including the exhibit to this Agreement.
14
5.2. Notices. Any notices, documents, correspondence or other communications
15
concerning this Agreement or the work hereunder may be provided by personal delivery,
16
deemed served or delivered: a) at the time of delivery if such communications is sent by
17
personal delivery; b) at the time of transmission if such communication is sent by facsimile; or
18
c) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such
19
communications is sent through regular United States mail. All notices shall be given to the
20
respective parties as follows:
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22
HI
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2013-240
1 VENDOR: CITY:
Mr. Kenneth Skeeters Mr. Larry Martin
2 President of SK Telecon Information Technologies
3 SK Telecon, Inc. City of San Bernardino
P.O. Box 55730 300 North"D" Street
4
Riverside, CA 92517 San Bernardino, CA 92418
5 Telephone (909) 788-4830 Telephone: (909) 384-5947
6 Fax: (909) 384-7236
7 5.3. Attorneys' Fees: In the event that litigation is brought by any party in connection
8 with this Agreement, the prevailing party shall be entitled to recover from the opposing party all
9 costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the
10 exercise of any of its rights or remedies hereunder or the enforcement of any of the terms,
11 conditions, or provisions hereof. The costs, salary and expenses of the City Attorney and
12 members of his office in enforcing this contract on behalf of the CITY shall be considered as
13 "attorneys' fees" for the purposes of this Agreement.
14 5.4. Governing Law. This Agreement shall be governed by and construed under the laws
15 of the State of California without giving effect to that body of laws pertaining to conflict of
16 laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto
17 agree that the sole and exclusive venue shall be a court of competent jurisdiction located in San
18 Bernardino County, California.
19 5.5. Assignment: VENDOR shall not voluntarily or by operation of law assign, transfer,
20 sublet or encumber all or any part of VENDOR's interest in this Agreement to an unrelated third
21 party without CITY's prior written consent, which consent shall not be unreasonably withheld or
22 delayed. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall
23 constitute a breach of this Agreement and cause for termination of this Agreement. Regardless
24 of CITY's consent, no subletting or assignment shall release VENDOR of VENDOR's
25 obligation to perform all other obligations to be performed by VENDOR hereunder for the term
of this Agreement.
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5.6. Indemnification and Hold Harmless. VENDOR shall protect, defend, indemnify and
2
hold harmless CITY and its elected and appointed officials, boards, commissions, officers and
3
employees from any and all claims, losses, demands, suits, administrative actions,penalties,
4
liabilities and expenses, including reasonable attorneys' fees, damage to property or injuries to
5
or death of any person or persons or damages of any nature including, but not limited to, all
6
civil claims or workers' compensation claims to the extent directly arising from or in
7
VENDOR's negligent or wrongful acts or omissions in connection with the performance under
8
this Agreement.
9
5.7. Independent Contractor. VENDOR, at all times while performing under this
10
Agreement, is and shall be acting as an independent contractor and not as an agent or employee
it
of CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of
12
wages, benefits and taxes including, but not limited to, Income Tax, Social Security, State
13
Disability Insurance Compensation, Unemployment Compensation, and other payroll
14
deductions for VENDOR and its officers, agents, and employees, and all business licenses, if
15
any are required, in connection with the Services to be performed hereunder. Neither VENDOR
16
nor its officers, agents and employees shall be entitled to receive any benefits which employees
17
of CITY are entitled to receive and shall not be entitled to Workers' Compensation insurance,
18
unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays,
19
pension, profit sharing or Social Security on account of VENDOR and its officers', agents' and
20
employees' work for the CITY. This Agreement does not create the relationship of agent,
21
servant, employee partnership or joint venture between the CITY and VENDOR.
22
5.8. Conflict of Interest Disclosure: VENDOR or its employees may be subject to the
23
provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such
24
persons to disclose financial interests that may be materially affected by the work performed
25
under this Agreement, and (2)prohibits such persons from making or participating in making
decisions that will have a foreseeable financial effect on such interest.
2013-240
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VENDOR shall conform to all requirements of the Act. Failure to do so
2
constitutes a material breach and is grounds for termination of the Agreement by CITY.
3
5.9. Responsibility for Errors. VENDOR shall be responsible for its work and results
4
under this Agreement. VENDOR, when requested, shall furnish clarification and/or explanation
5
as may be required by the CITY's representative, regarding any services rendered under this
6
Agreement at no additional cost to CITY. In the event that an error or omission attributable to
7
VENDOR occurs, then VENDOR shall, at no cost to CITY, provide all other VENDOR
8
professional services necessary to rectify and correct the matter to the sole satisfaction of CITY
9
and to participate in any meetings required with regard to the correction. VENDOR will assume
10
the information supplied by the CITY, (or on its behalf by third parties) is accurate and
11
complete. VENDOR's responsibilities (and associated compensation) do not include
12
independent verification of required information. Problems with information quality and/or
13
delays in providing such information may result in a delay in the performance of the Services or
14
an increase in fees.
15
5.10. Prohibited Employment. VENDOR shall not employ any current employee of
16
CITY to perform the work under this Agreement while this Agreement is in effect.
17
18 5.11. Costs. Each party shall bear its own costs and fees incurred in the preparation and
19 negotiation of this Agreement and in the performance of its obligations hereunder except as
expressly provided herein.
20
5.12. No Third Party Beneficiary Rights. This Agreement is entered into for the sole
21
benefit of CITY and VENDOR and no other parties are intended to be direct or incidental
22
beneficiaries of this Agreement and no third party shall have any right in, under or to this
23
Agreement.
24
25 5.13. 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
2013-240
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interpretation of this Agreement.
2
5.14. Amendments. Only a writing executed by all of the parties hereto or their
3
respective successors and assigns may amend this Agreement.
4
5.15. Waiver. The delay or failure of either party at any time to require performance or
5
compliance by the other of any of its obligations or agreements shall in no way be deemed a
6
waiver of those rights to require such performance or compliance. No waiver of any provision
7
of this Agreement shall be effective unless in writing and signed by a duly authorized
8
representative of the party against whom enforcement of a waiver is sought. The waiver of any
9
right or remedy with respect to any occurrence or event shall not be deemed a waiver of any
10
right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a
11
continuing waiver.
12
13 5.16. 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
14
not affect the validity or enforceability of the remaining terms and provisions hereof or of the
15
offending provision in any other circumstance, and the remaining provisions of this Agreement
16
shall remain in full force and effect.
17
5.17. Counterparts: This Agreement may be executed in one or more counterparts, each
18
of which shall be deemed an original. All counterparts shall be construed together and shall
19
constitute one agreement.
20
5.18. Corporate Authority. The persons executing this Agreement on behalf of the
21
i parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said
22
i parties and that by doing so; the parties hereto are formally bound to the provisions of this
23
Agreement.
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2013-240
1 VENDOR SERVICES AGREEMENT
BETWEEN
2 CITY OF SAN BERNARDINO AND S.K. TELECON, INC.
3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and date first above shown.
4
5 CITY OF SAN BERNARDINO S.K. Telecon, Inc.
Municipal Corporation and
6 Charter City
7
By: By: -
8 Allen J. Parker, City Manager
Name:
9
Title:
10
11
Approved as to form:
12
JAMES F. PENMAN, City Attorney
13
14 By:
15
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2013-240
Attachment"1"
P.O.Box 55730
Riverside,Ca. 92517
909.222-8500
Lic#811694
sA, TELECON, inc.
July 30,2013
City of San Bernardino
200 N."D"Street
San Bernardino,Ca. 92418
Attn: Larry Martin
Re: New Contract Amount
This letter is to inform you of our intent to provide Adds, Moves,and Changes for the forthcoming
two fiscal years,July 1,2013 to June 30,2015.
The current contract amount is$35,678.00.
The new contract amount will be$35,678.00.
I hope this meets with your approval. As always,I appreciate the opportunity we have had to be of
service to you and your staff.
Sincerely,
Ken Skeeters
s.k.TELECON, inc.
2013-240
S K Telecon, Inc.
S K Telecon, Inc. has been the City's cabling vendor for approximately fourteen years. They
are responsible for the moves, adds and changes for all land line phones. After measured
business lines and Centranet lines are installed by our teleco vendors (Verizon and
Telepacific)to City's d'marc, S K Telecon technicians extend the cable to the required
location, install jacks and program the proper lens into the phone switch. S K Telecon
technicians also program direct inward dial extension, and are responsible for resolving
issues pertaining to the Zeacom voice mail system. S K Telecon technicians also perform
minor telephone system repairs and advice and consult with the City's Senior Network
Administrator.
Owner:
Ken Skeeters
P.O. Box 55730
Riverside, Ca. 92517
(951) 788-4830 Office
(951) 662-1085 Cell
(951) 682-6401 Fax
Technician:
John Mora
P.O. Box 55730
Riverside, Ca. 92517
(909) 260-8211 Cell
ADDS, MOVES,AND CHANGES FOR 2012 AND 2013
2013-240
1 EXHIBIT "A"
VENDOR SERVICES AGREEMENT
2 BETWEEN
CITY OF SAN BERNARDINO AND S.K. TELECON,INC.
3
4 THIS VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into
5 this 5th day of August, by and between the CITY OF SAN BERNARDINO, a charter city
6 ("CITY"), and S.K. Telecon("VENDOR").
WITNESSETH :
7
8 A. WHEREAS, CITY proposes to have VENDOR perform the services described
9 herein below; and
10 B. WHEREAS, VENDOR represents that it has that degree of specialized expertise
11 contemplated within California Government Code Section 37103, and holds all necessary
12 licenses to practice and perform the services herein contemplated; and
13 C. WHEREAS, CITY and VENDOR desire to contract for professional services as
14 described in the Scope of Services, attached hereto as Exhibit "1"; and
15 D. WHEREAS, no official or employee of CITY has a financial interest, within the
16 provisions of California Government Code Sections 1090-1092, in the subject matter of this
17 Agreement;
18 NOW, THEREFORE, for and in consideration of the mutual covenants and conditions
19 contained herein, the parties hereby agree as follows:
20 1.0. SERVICES PROVIDED BY VENDOR
21 1.1. Scope of Services. For the remuneration stipulated, VENDOR shall provide the
22 professional services described in the Scope of Services attached hereto as Exhibit "1" and
23 incorporated herein by this reference ("Services"). If a conflict arises between the Scope of
24 Services document and this Agreement, the terms of the Agreement shall govern.
25 1.2. Professional Practices. All Services to be provided by VENDOR pursuant to this
Agreement shall be provided by skilled personnel and in a manner consistent with the
2013-240
standards of care, diligence and skill ordinarily exercised by professional vendors in similar
2
fields and circumstances in accordance with sound professional practices. VENDOR also
3
warrants that it is familiar with all laws that may affect its performance of this Agreement and
4
shall advise CITY of any changes in any laws that may affect VENDOR's performance of this
5
Agreement if the VENDOR has actual knowledge of such changes. VENDOR and the CITY
6
each represent that no CITY employee will provide any Services under this Agreement.
7
1.3. Warranty. VENDOR warrants that it shall perform the Services required by this
8
Agreement in compliance with all applicable Federal and California employment laws
9
including, but not limited to, those laws related to minimum hours and wages; occupational
10
health and safety; fair employment and employment practices; workers' compensation insurance
11
and safety in employment; and all other Federal, State and local laws and ordinances applicable
12
to the services required under this Agreement. VENDOR shall indemnify and hold harmless
13
CITY from and against all claims, demands, payments, suits, actions, proceedings, and
14
judgments of every nature and description including reasonable attorneys' fees and costs, or
15
recovered against CITY to the extent arising from VENDOR's violation of any such applicable
16
law.
17
1.4. Nondiscrimination. In performing this Agreement, VENDOR shall not engage in,
18
nor permit its officers, employees or agents to engage in, discrimination in employment of
19
persons because of their race, religion, color, national origin, ancestry, age, mental or physical
20
disability, medical condition, marital status, sexual gender or sexual orientation, except as
21
permitted pursuant to Section 12940 of the Government Code. Violation of this provision may
22
result in the imposition of penalties referred to in Labor Code Section 1735.
23
1.5 NonExclusive Agreement. VENDOR acknowledges that CITY may enter into
24
agreements with other vendors for services similar to the Services that are subject to this
25
Agreement or may have its own employees perform services similar to those services
contemplated by this Agreement.
2013-240
1.6. Delegation and Assignment. This is a personal service contract, and the duties set
2
forth herein shall not be delegated or assigned to any person or entity without the prior written
3
consent of CITY, which consent shall not be unreasonably withheld or delayed. VENDOR may
4
engage a subcontractor(s) as permitted by law and may employ other personnel to perform
5
services contemplated by this Agreement at VENDOR's sole cost and expense.
6
1.7 Duty of Loyalty/Conflict of Interest. The VENDOR understands and agrees that as
7
the CITY's vendor, VENDOR shall maintain a fiduciary duty and a duty of loyalty to the CITY
8
in performing VENDOR's obligations under this Agreement. VENDOR, in performing its
9
obligations under this Agreement, is governed by California's conflict of interest laws,
10
Government Code Section 87100 et seq., and Title 2, California Code of Regulations Section
11
18700 et seq.
12
1.8 CITY Business Certificate. VENDOR shall obtain and maintain during the term of
13
this Agreement, a valid CITY Business Registration Certificate pursuant to Title 5 of the City of
14
San Bernardino Municipal Code and any and all other licenses, permits, qualifications,
15
insurance and approvals of whatever nature that are legally required of VENDOR to practice its
16
profession, skill or business.
17
2.0. COMPENSATION AND BILLING
18
2.1. Compensation. Except as provided herein, VENDOR compensation shall be at the
19
rate of $35,678.00 for year one, which shall commence upon the effective date of this
20
Agreement, and end one year later; $35,678.00 for year two.
21
2.2. Additional Services. VENDOR shall not receive compensation for any services
22
provided outside the Scope of Services specified in Exhibit"1" unless the CITY, prior
23
to VENDOR performing the additional services, approves such additional services in writing. It
24
is specifically understood that oral requests and/or approvals of such additional services or
25
additional compensation shall be barred and are unenforceable.
2.3. Method of Billing. VENDOR shall submit invoices to CITY for approval. Said
2013-240
1
invoice shall be based on the total of all VENDOR's services which have been performed in
2
accordance with the terms of this Agreement during the period covered by such invoice. CITY
3
shall pay VENDOR's invoice within thirty (30) days from the date CITY receives said invoice.
4
The invoice shall describe in detail the services performed and the associated time for
5
completion. Any additional services approved and performed pursuant to this Agreement shall
6
be designated as "Additional Services" and shall identify the number of the authorized change
7
order, where applicable, on all invoices.
8
2.4. Records and Audits. Records of VENDOR's Services directly relating to this
9
Agreement shall be maintained in accordance with generally recognized accounting principles
10
and shall be made available to CITY for inspection and/or audit at mutually convenient times
11
for a period of seven (7) years from the Effective Date. Any such inspection shall be conducted
12
at the CITY's expense, during normal business hours and upon reasonable prior written notice
13
to VENDOR. Such audit shall also be subject to the execution of a confidentiality agreement
14
regarding inadvertent access to confidential information not related to the CITY.
15
3.0. TERM AND NOTIFICATION.
16
3.1. Term. This Agreement shall commence on the Effective Date and continue one
17
(1) year, with the option of a single one (1) year extension, unless the Agreement is previously
18
terminated as provided for herein.
19
20 3.2 Termination. CITY or VENDOR may terminate the Services provided under
21 Section 1.1 of this Agreement upon thirty (30) days written notice to the other party. In
22 the event of termination, VENDOR shall be paid the reasonable value of Services rendered to
23 the date of termination.
24 3.3 Documents. In the event of an early termination of this Agreement, all documents
25 prepared by VENDOR in its performance of this Agreement including, but not limited to,
worker's compensation medical bills, shall be delivered to the CITY within ten (10) days of
2013-240
delivery of termination notice to VENDOR, at no cost to CITY. Any use of uncompleted
2
documents without specific written authorization from VENDOR shall be at CITY's sole risk
3
and without liability of legal expense to VENDOR.
4
4.0. INSURANCE
5
4.1. Scope and Limits of Insurance. VENDOR shall obtain and maintain during the term
6
of this Agreement all of the following insurance coverages:
7
(a) Commercial general liability, including premises operations, products/completed
8
operations, broad form property damage, blanket contractual liability, independent
9
contractors, personal injury with a policy limit of One Million Dollars
10
($1,000,000.00), combined single limits, per occurrence and aggregate.
11
(b) Automobile liability for owned vehicles, hired, and nonowned vehicles, with a
12
policy limit of One Million Dollars ($1,000,000.00), combined single limits, per
13
occurrence and aggregate.
14
(c) Workers' compensation insurance as required by the State of California.
15
4.2. Endorsements. The commercial general liability insurance policy shall contain or be
16
elndorsed, using general policy endorsements, to contain the following provisions:
17
(a) Additional insureds: "The City of San Bernardino and its elected and appointed
18
boards, officers, and employees are additional insureds with respect to their vicarious
19
liability arising out of VENDOR's performance of the Services hereunder."
20
(b) Other insurance: "Any other insurance maintained by the City of San Bernardino
21
shall be excess and not contributing with the insurance provided by this policy with respect to
22
claims arising solely and directly from VENDOR's provision of the Services."
23
4.3. Certificates of Insurance. VENDOR shall provide to CITY certificates of insurance
24
showing the insurance coverages and required endorsements described above, prior to
25
performing any services under this Agreement.
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4.4. Nonlimiting. Nothing in this Section shall be construed as limiting in any way, the
2
indemnification provision contained in this Agreement, or the extent to which VENDOR may
3
be held responsible for payments of damages to persons or property.
4
4.5 Notice of Cancellation or Material Change: VENDOR shall provide the CITY thirty
5
(30) days prior written notice of cancellation of or a material change in any of the required
6
coverages.
7
5.0. GENERAL PROVISIONS
8
5.1. Entire Agreement: This Agreement, together with Exhibit "1" attached hereto,
9
constitutes the entire agreement between the parties with respect to any matter referenced herein
10
and supersedes any and all other prior writings and oral negotiations. This Agreement may be
11
modified only in writing, and signed by the parties in interest at the time of such modification.
12
The terms of this Agreement shall prevail over any inconsistent provision in any other contract
13
document appurtenant hereto, including the exhibit to this Agreement.
14
5.2. Notices. Any notices, documents, correspondence or other communications
15
concerning this Agreement or the work hereunder may be provided by personal delivery,
16
deemed served or delivered: a) at the time of delivery if such communications is sent by
17
personal delivery; b) at the time of transmission if such communication is sent by facsimile; or
18
c) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such
19
communications is sent through regular United States mail. All notices shall be given to the
20
respective parties as follows:
21
22
23
///
24
25
2013-240
1 VENDOR: CITY:
Mr. Kenneth Skeeters Mr. Larry Martin
2 President of SK Telecon Information Technologies
3 SK Telecon, Inc. City of San Bernardino
P.O. Box 55730 300 North"D" Street
4
Riverside, CA 92517 San Bernardino, CA 92418
5 Telephone (909) 788-4830 Telephone: (909) 384-5947
6 Fax: (909) 384-7236
7 5.3. Attorneys' Fees: In the event that litigation is brought by any party in connection
8 with this Agreement, the prevailing party shall be entitled to recover from the opposing party all
9 costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the
0 exercise of any of its rights or remedies hereunder or the enforcement of any of the terms,
11 conditions, or provisions hereof The costs, salary and expenses of the City Attorney and
12 members of his office in enforcing this contract on behalf of the CITY shall be considered as
13 "attorneys' fees" for the purposes of this Agreement.
14 5.4. Governing Law. This Agreement shall be governed by and construed under the laws
15 of the State of California without giving effect to that body of laws pertaining to conflict of
16 laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto
17 agree that the sole and exclusive venue shall be a court of competent jurisdiction located in San
18 Bernardino County, California.
19 5.5. Assignment: VENDOR shall not voluntarily or by operation of law assign,transfer,
20 sublet or encumber all or any part of VENDOR's interest in this Agreement to an unrelated third
21 party without CITY's prior written consent, which consent shall not be unreasonably withheld or
22 delayed. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall
23 constitute a breach of this Agreement and cause for termination of this Agreement. Regardless
24 of CITY's consent, no subletting or assignment shall release VENDOR of VENDOR's
25 obligation to perform all other obligations to be performed by VENDOR hereunder for the term
of this Agreement.
2013-240
5.6. Indemnification and Hold Harmless. VENDOR shall protect, defend, indemnify and
2
hold harmless CITY and its elected and appointed officials, boards, commissions, officers and
3
employees from any and all claims, losses, demands, suits, administrative actions,penalties,
4
liabilities and expenses, including reasonable attorneys' fees, damage to property or injuries to
5
or death of any person or persons or damages of any nature including, but not limited to, all
6
civil claims or workers' compensation claims to the extent directly arising from or in
7
VENDOR's negligent or wrongful acts or omissions in connection with the performance under
8
this Agreement.
9
5.7. Independent Contractor. VENDOR, at all times while performing under this
10
Agreement, is and shall be acting as an independent contractor and not as an agent or employee
11
of CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of
12
wages, benefits and taxes including, but not limited to, Income Tax, Social Security, State
13
Disability Insurance Compensation, Unemployment Compensation, and other payroll
14
deductions for VENDOR and its officers, agents, and employees, and all business licenses, if
15
any are required, in connection with the Services to be performed hereunder. Neither VENDOR
16
nor its officers, agents and employees shall be entitled to receive any benefits which employees
17
of CITY are entitled to receive and shall not be entitled to Workers' Compensation insurance,
18
unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays,
19
pension, profit sharing or Social Security on account of VENDOR and its officers', agents' and
20
employees' work for the CITY. This Agreement does not create the relationship of agent,
21
servant, employee partnership or joint venture between the CITY and VENDOR.
22
5.8. Conflict of Interest Disclosure: VENDOR or its employees may be subject to the
23
provisions of the California Political Reform Act of 1974 (the "Act"), which(1) requires such
24
persons to disclose financial interests that may be materially affected by the work performed
25
under this Agreement, and (2) prohibits such persons from making or participating in making
decisions that will have a foreseeable financial effect on such interest.
2013-240
VENDOR shall conform to all requirements of the Act. Failure to do so
2
constitutes a material breach and is grounds for termination of the Agreement by CITY.
3
5.9. Responsibility for Errors. VENDOR shall be responsible for its work and results
4
under this Agreement. VENDOR, when requested, shall furnish clarification and/or explanation
5
as may be required by the CITY's representative, regarding any services rendered under this
6
Agreement at no additional cost to CITY. In the event that an error or omission attributable to
7
VENDOR occurs, then VENDOR shall, at no cost to CITY, provide all other VENDOR
8
professional services necessary to rectify and correct the matter to the sole satisfaction of CITY
9
and to participate in any meetings required with regard to the correction. VENDOR will assume
10
the information supplied by the CITY, (or on its behalf by third parties) is accurate and
11
complete. VENDOR's responsibilities (and associated compensation) do not include
12
independent verification of required information. Problems with information quality and/or
13
delays in providing such information may result in a delay in the performance of the Services or
14
an increase in fees.
15
5.10. Prohibited Employment. VENDOR shall not employ any current employee of
16
CITY to perform the work under this Agreement while this Agreement is in effect.
17
5.11. Costs. Each party shall bear its own costs and fees incurred in the preparation and
18
negotiation of this Agreement and in the performance of its obligations hereunder except as
19
expressly provided herein.
20
5.12. No Third Party Beneficiary Rights. This Agreement is entered into for the sole
21
benefit of CITY and VENDOR and no other parties are intended to be direct or incidental
22
beneficiaries of this Agreement and no third party shall have any right in, under or to this
23
Agreement.
24
5.13. Headings Paragraphs and subparagraph headings contained in this Agreement are
25
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
2013-240
interpretation of this Agreement.
2
5.14. Amendments. Only a writing executed by all of the parties hereto or their
3
respective successors and assigns may amend this Agreement.
4
5.15. Waiver. The delay or failure of either party at any time to require performance or
5
compliance by the other of any of its obligations or agreements shall in no way be deemed a
6
waiver of those rights to require such performance or compliance. No waiver of any provision
7
of this Agreement shall be effective unless in writing and signed by a duly authorized
8
representative of the party against whom enforcement of a waiver is sought. The waiver of any
9
right or remedy with respect to any occurrence or event shall not be deemed a waiver of any
10
right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a
11
continuing waiver.
12
5.16. Severability. If any provision of this Agreement is determined by a court of
13
competent jurisdiction to be invalid or unenforceable for any reason, such determination shall
14
not affect the validity or enforceability of the remaining terms and provisions hereof or of the
15
offending provision in any other circumstance, and the remaining provisions of this Agreement
16
shall remain in full force and effect.
17
5.17. Counterparts: This Agreement may be executed in one or more counterparts, each
18
of which shall be deemed an original. All counterparts shall be construed together and shall
19
constitute one agreement.
20
5.18. Corporate Authority. The persons executing this Agreement on behalf of the
21
parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said
22
parties and that by doing so; the parties hereto are formally bound to the provisions of this
23
Agreement.
24
25
IH
2013-240
1 VENDOR SERVICES AGREEMENT
BETWEEN
2 CITY OF SAN BERNARDINO AND S.K. TELECON,INC.
3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and date first above shown.
4
5 CITY OF SAN BERNARDINO S.K. Telecon, Inc.
Municipal Corporation and
6 Charter City
By BYE A l►
8 Allen 1"'arker, City Manager /
Name: / n
9 Title: p a
10
11
Approved as to form:
12
JAMES F. PENMAN, City Attorney
13
14 By:
15 /'�
16
17
18
19
20
21
22
23
24
25
2013-240
Attachment"1"
P.O.Box 55730
• Riverside,Ca. 92517
• 909.222-8500
Lic#811694
•
s.k. TELECON, ine.
July 30,2013
City of San Bernardino
200 N."D" Street
San Bernardino,Ca. 92418
Attn: Larry Martin
Re: New Contract Amount
This letter is to inform you of our intent to provide Adds, Moves,and Changes for the forthcoming
two fiscal years,July 1,2013 to June 30,2015.
The current contract amount is$35,678.00.
The new contract amount will be$35,678.00.
I hope this meets with your approval. As always, I appreciate the opportunity we have had to be of
service to you and your staff.
Sincerely,
Ken Skeeters
s.k.TELECON, inc.
2013-240
S K Telecon, Inc.
S K Telecon, Inc. has been the City's cabling vendor for approximately fourteen years. They
are responsible for the moves, adds and changes for all land line phones. After measured
business lines and Centranet lines are installed by our teleco vendors (Verizon and
Telepacific)to City's d'marc, S K Telecon technicians extend the cable to the required
location, install jacks and program the proper lens into the phone switch. S K Telecon
technicians also program direct inward dial extension, and are responsible for resolving
issues pertaining to the Zeacom voice mail system. S K Telecon technicians also perform
minor telephone system repairs and advice and consult with the City's Senior Network
Administrator.
Owner:
Ken Skeeters
P.O. Box 55730
Riverside, Ca. 92517
(951) 788-4830 Office
(951) 662-1085 Cell
(951) 682-6401 Fax
Technician:
John Mora
P.O. Box 55730
Riverside, Ca. 92517
(909) 260-8211 Cell
ADDS, MOVES,AND CHANGES FOR 2012 AND 2013