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HomeMy WebLinkAbout2014-001 1 RESOLUTION NO, 2014-1 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A VENDOR SERVICES 3 AGREEMENT AND ISSUANCE OF PURCHASE ORDER TO CITYGATE 4 ASSOCIATES,LLC FOR A FIRE SERVICES DEPLOYMENT STUDY. 5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 6 SECTION 1. The City Manager of the City of San Bernardino is hereby authorized 7 8 and directed to execute on behalf of said City a Vendor Services Agreement between 9 Citygate Associates, LLC and the City of San Bernardino for a Fire Services Deployment 10 Study, a copy of which is attached hereto marked Exhibit"A" and incorporated herein by 11 reference as fully as though set forth at length. 12 SECTION 2. The Director of Administrative Services is hereby authorized to issue a 13 14 Purchase Order to Citygate Associates, LLC for vendor services for a total amount not to 15 exceed $74,900. 16 SECTION 3. The authorization granted hereunder shall expire and be void and of no 17 further effect if the agreement is not executed by both parties and returned to the Office of the 18 City Clerk within sixty(60) days following the effective date of the Resolution. 19 20 /// 21 /// 22 /// 23 /// 24 /// 25 /// 26 27 II/ 28 /// 2014-1 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF 2 SAN BERNARDINO AUTHORIZING THE EXECUTION OF A VENDOR SERVICES AGREEMENT AND ISSUANCE OF PURCHASE ORDER TO CITYGATE 3 ASSOCIATES, LLC FOR A FIRE SERVICES DEPLOYMENT STUDY. 4 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 6 Common Council of the City of San Bernardino at a joint regular meeting 7 thereof, held on the 6th day of January , 2014, by the following vote, to wit: 8 9 Council Members: AYES NAYS ABSTAIN ABSENT 10 MARQUEZ x 11 JENKINS x 12 VALDIVIA x 13 SHORETT x 14 15 VACANT 16 JOHNSON x 17 MULVIHILL x 18 19 20 GeorgInn Hanna, City Clerk rt 21 The foregoing resolution is hereby approved this day of January , 2014. 22 23 'atick J. Morris r 24 +f San Bernardino 25 Approved as to form: GARY D. SAENZ, 26 City Attorney 27 B �__ / . . _ 'cC.cr 28 46 2014-1 VENDOR SERVICES AGREEMENT BETWEEN CITYGATE ASSOCIATES,LLC AND THE CITY OF SAN BERNARDINO FOR A FIRE SERVICES DEPLOYMENT STUDY This Vendor Services Agreement is entered into this 6th day of January 2014, by and between Citygate Associates,LLC ("VENDOR") and the City of San Bernardino ("CITY" or"San Bernardino"). WITNESSETH: WHEREAS,the City of San Bernardino requires a fire services deployment study; and, WHEREAS, the City of San Bernardino did solicit and accept proposals from available vendors for a deployment study; and, WHEREAS, VENDOR is the best bidder to provide said services to CITY; NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR to provide those products and services as set forth on Attachment "1," attached hereto and incorporated herein. 2. COMPENSATION AND EXPENSES. a. For the services delineated above, the CITY, upon presentation of an invoice calculated based on the information contained in Attachment "1," shall pay the VENDOR up to the amount of $74,900, in total for the term of the contract, for a deployment study for the city's fire department. b. No other expenditures made by VENDOR shall be reimbursed by CITY. 3. TERM; TERMINATION. The term of this Agreement shall be for the period of January 6, 2014 to June 30, 2014. 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. The duration of this Agreement may be extended with the written consent of both parties. 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 2014-1 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. 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: 2014-1 TO THE CITY: TO THE VENDOR: City of San Bernardino Citygate Associates, LLC City Manager's Office David C. DeRoos, President 300 North"D" Street 2250 E. Bidwell St. #100 San Bernardino, CA 92418 Folsom, CA 95630 Telephone: (909) 384-5020 Telephone: (916) 458-5100 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 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. 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. 2014-1 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 //I /I/ III III //I I// 2014-1 VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND CITYGATE ASSOCIATES, LLC FOR A DEPLOYMENT STUDY FOR THE FIRE DEPARTMENT IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: , 2014 CITYGATE ASSOCIATES, LLC By: David C. DeRoos, President Dated , 2014 CITY OF SAN BERNARDINO By: Allen Parker, City Manager Approved as to Form: Gary Saenz, City Attorney 4116 2014-1 VENDOR SERVICES AGREEMENT BETWEEN CITYGATE ASSOCIATES,LLC AND THE CITY OF SAN BERNARDINO FOR A FIRE SERVICES DEPLOYMENT STUDY This Vendor Services Agreement is entered into this 6t" day of January 2014, by and between Citygate Associates,LLC ("VENDOR") and the City of San Bernardino ("CITY" or"San Bernardino"). WITNESSETH: WHEREAS,the City of San Bernardino requires a fire services deployment study; and, WHEREAS, the City of San Bernardino did solicit and accept proposals from available vendors for a deployment study; and, WHEREAS, VENDOR is the best bidder to provide said services to CITY; NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR to provide those products and services as set forth on Attachment "1," attached hereto and incorporated herein. 2. COMPENSATION AND EXPENSES. a. For the services delineated above, the CITY, upon presentation of an invoice calculated based on the information contained in Attachment "1," shall pay the VENDOR up to the amount of $74,900, in total for the term of the contract, for a deployment study for the city's fire department. b. No other expenditures made by VENDOR shall be reimbursed by CITY. 3. TERM; TERMINATION. The term of this Agreement shall be for the period of January 6, 2014 to June 30, 2014. 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. The duration of this Agreement may be extended with the written consent of both parties. 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 2014-1 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. 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: 2014-1 TO THE CITY: TO THE VENDOR: City of San Bernardino Citygate Associates, LLC City Manager's Office David C. DeRoos, President 300 North"D" Street 2250 E. Bidwell St. #100 San Bernardino, CA 92418 Folsom, CA 95630 Telephone: (909) 384-5020 Telephone: (916) 458-5100 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 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. 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. 2014-1 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. /// /// /// /// /// /// /// ' 2014-1 VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND CITYGATE ASSOCIATES, LLC FOR A DEPLOYMENT STUDY FOR THE FIRE DEPARTMENT IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: \S, 2014 CITYGATE ASSOCIATES, LLC By Davi. C. DeRoos, President Dated \1 , 2014 CITY OF SAN BERNARDINO By: Alle 'arker, City Manager Approved as to Form: Gary Saenz, City Attorney By:41w_ • Ai.