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HomeMy WebLinkAbout2014-135 1 RESOLUTION NO. 2014-135 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 3 OF SAN BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE AN 4 AGREEMENT AND THE DIRECTOR OF ADMINISTRATIVE SERVICES TO ISSUE AN ANNUAL PURCHASE ORDER IN AN AMOUNT NOT TO EXCEED $50,661.00 TO 5 FRANKLIN MECHANICAL SYSTEMS, INC. FOR INSTALLATION OF SEVEN (7) 6 AIR CONDITIONING UNITS AND SEVEN (7) BURGLAR CAGES AT THE CENTER FOR INDIVIDUAL DEVELOPMENT FACILITY LOCATED AT 8088 PALM LANE. 7 8 WHEREAS, Franklin Mechanical Systems, Inc submitted the lowest bid for the 9 installation of seven (7) air conditioning units and seven (7) burglar cages at the Center for 10 Individual Development facility located at 8088 Palm Lane per RFP F-14-33. 11 12 NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON 13 COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 14 SECTION 1. The City Manager is hereby authorized and directed to execute on behalf 15 of said City, a Vendor Service Agreement between the City of San Bernardino and Franklin 16 17 Mechanical Systems, Inc. a copy of which is attached hereto, marked Exhibit "A", and 18 incorporated herein by reference as though set forth fully at length. 19 SECTION 2. That pursuant to this determination the Director of Administrative 20 Services, or his designee, is hereby authorized and directed to issue an annual purchase order to 21 Franklin Mechanical Systems, Inc in an amount not to exceed $50,661.00. 22 23 SECTION 3. The Purchase Order shall reference this Resolution Number and shall 24 read, "Franklin Mechanical Systems, Inc for installation of seven (7) air conditioning units and 25 seven(7) burglar cages at the Center for Individual Development 26 /// 27 28 /// 1 1 RESOLUTION NO. 2014-135 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 3 OF SAN BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT AND THE DIRECTOR OF ADMINISTRATIVE SERVICES TO ISSUE 4 AN ANNUAL PURCHASE ORDER IN AN AMOUNT NOT TO EXCEED $50,661.00 TO FRANKLIN MECHANICAL SYSTEMS, INC. FOR INSTALLATION OF SEVEN (7) 5 AIR CONDITIONING UNITS AND SEVEN (7) BURGLAR CAGES AT THE CENTER 6 FOR INDIVIDUAL DEVELOPMENT FACILITY LOCATED AT 8088 PALM LANE. 7 8 facility located at 8088 Palm Lane. Agreement not to exceed $50,661.00" and shall incorporate 9 the terms and conditions of the agreement. 10 SECTION 4. The authorization to execute the above referenced Purchase Order and 11 Agreement is rescinded if it is not executed by both parties within sixty (60) days of the passage 12 of this resolution. 13 14 \\\ 15 \\\ 16 \\\ 17 \\\ 18 \\\ 19 20 \\\ 21 \\\ 22 \\\ 23 \\\ 24 25 \\\ 26 \\\ 27 \\\ 28 2 2014-135 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE AN 2 AGREEMENT AND THE DIRECTOR OF ADMINISTRATIVE SERVICES TO ISSUE 3 AN ANNUAL PURCHASE ORDER IN AN AMOUNT NOT TO EXCEED $50,661.00 TO FRANKLIN MECHANICAL SYSTEMS, INC. FOR INSTALLATION OF SEVEN (7) 4 AIR CONDITIONING UNITS AND SEVEN (7) BURGLAR CAGES AT THE CENTER FOR INDIVIDUAL DEVELOPMENT FACILITY LOCATED AT 8088 PALM LANE. 5 6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 7 Common Council of the City of San Bernardino at a j oint regulaVneeting thereof, held on 8 the 19th day of May , 2014, by the following vote, to wit: 9 Council Members: AYES NAYS ABSTAIN ABSENT 10 11 MARQUEZ x 12 BARRIOS x 13 VALDIVIA x 14 SHORETT x 15 NICKEL x 16 17 JOHNSON x 18 MULVIHILL x 19 20 GeorgeanHanna, ity Clerk 21 The foregoing Resolution is hereby approved this . day of May , 2014. 22 23 , LC . R. Carey D vis, Mayor 24 City of San Bernardino 25 Approved as to form: Gary D. Saenz, City Attorney 26 27 28 By: L_ 3 2014-135 VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND FRANKLIN MECHANICAL SYSTEMS INC. FOR AIR CONDITIONING EQUIPMENT AND INSTALLATION This Vendor Service Agreement is entered into this 19th day of May,2014 by and between Franklin Mechanical Systems Inc. ("VENDOR") and the City of San Bernardino ("CITY" or "San Bernardino"). WITNESSETH: WHEREAS, the Mayor and Common Council have determined that it is advantageous and in the best interest of the CITY to contract for air conditioning equipment and installation at the Center for Individual Development ("CID"); and WHEREAS, Franklin Mechanical Systems Inc. asserts that it is ready and capable of providing air conditioning equipment and installation at the CID; and WHEREAS, Franklin Mechanical Systems Inc. was the lowest responsible responsive bidder to the CITY's bid process. 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, shall pay the VENDOR up to the amount of$50,661.00 for the equipment and services set forth in Attachment"1." b. No other expenditures by VENDOR shall be reimbursed by the CITY. 3. TERM; TERMINATION. The term of this Agreement shall commence of the Effective Date above and shall continue for a period not to exceed six (6) months. 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. Page 1 of 5 VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND FRANKLIN MECHANICAL SYSTEMS INC.FOR AIR CONDITIONING EQUIPMENT AND INSTALLATION 2014-135 4. INDEMNITY. Vendor agrees to and shall indemnify and hold the City, its elected officials, employees, agents or representatives, free and harmless from all claims, actions, damages and liabilities of any kind and nature arising from bodily injury, including death, or property damage, based or asserted upon any actual or alleged act or omission of Vendor, its employees, agents, or subcontractors, relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement, unless the bodily injury or property damage was actually caused by the sole negligence of the City, its elected officials, employees, agents or representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its own expense, including attorney's fees, the City, its elected officials, employees, agents or representatives from any and all legal actions based upon such actual or alleged acts or omissions. Vendor hereby waives any and all rights to any types of express or implied indemnity against the City, its elected officials, employees, agents or representatives, with respect to third party claims against the Vendor relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement. 5. INSURANCE. While not restricting or limiting the foregoing, during the term of this Agreement, VENDOR shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of$1,000,000.00 combined single limit, and statutory worker's compensation coverage, and shall file copies of said policies with the CITY's Risk Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY of any change or termination in 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, except as permitted pursuant to Section 12940 of the California Government Code. 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 license, if any are required, in connection with the services to be performed hereunder. Page 2 of 5 VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND FRANKLIN MECHANICAL SYSTEMS INC. FOR AIR CONDITIONING EQUIPMENT AND INSTALLATION 2014-135 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. VENDOR warrants that it possesses or shall obtain, and maintain a business registration certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, qualifications, insurance and approval of whatever nature that are legally required of VENDOR to practice its business or profession. 9. NOTICES. Any notices to be given pursuant to this Agreement shall be deposited with the United States Postal Service, postage prepaid and addressed as follows: TO THE CITY: TO THE VENDOR: Director of Parks, Recreation& Vincent Franklin, CEO Community Services Franklin Mechanical Systems Inc. 201 North"E" Street, Suite 301 185 W. 4th Street San Bernardino, CA 92401 Beaumont, CA 92223 10. ATTORNEYS' FEES In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this paragraph. 11. ASSIGNMENT. VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. Page 3 of 5 VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND FRANKLIN MECHANICAL SYSTEMS INC. FOR AIR CONDITIONING EQUIPMENT AND INSTALLATION 2014-135 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. 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 supercedes any prior agreements and understandings relating to the subject manner of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. /// /// /// /// /// /// /// /// /// /// /// /// Page 4 of 5 VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND FRANKLIN MECHANICAL SYSTEMS INC. FOR AIR CONDITIONING EQUIPMENT AND INSTALLATION 2014-135 VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND FRANKLIN MECHANICAL SYSTEMS INC. FOR AIR CONDITIONING EQUIPMENT AND INSTALLATION IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: , 2014 VENDOR By: Its: Dated , 2014 CITY OF SAN BERNARDINO By: Allen J. Parker, City Manager Approved as to Form: Gary D. Saenz, City Attorney By: '_L Page 5 of 5 VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND FRANKLIN MECHANICAL SYSTEMS INC. FOR AIR CONDITIONING EQUIPMENT AND INSTALLATION 2014-135 • VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND FRANKLIN MECHANICAL SYSTEMS INC. FOR AIR CONDITIONING EQUIPMENT AND INSTALLATION This Vendor Service Agreement is entered into this 19th day of May,2014 by and between Franklin Mechanical Systems Inc. ("VENDOR") and the City of San Bernardino ("CITY" or"San Bernardino"). WITNESSETH: WHEREAS, the Mayor and Common Council have determined that it is advantageous and in the best interest of the CITY to contract for air conditioning equipment and installation at the Center for Individual Development("CID"); and WHEREAS, Franklin Mechanical Systems Inc. asserts that it is ready and capable of providing air conditioning equipment and installation at the CID; and WHEREAS, Franklin Mechanical Systems Inc. was the lowest responsible responsive bidder to the CITY's bid process. 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, shall pay the VENDOR up to the amount of$50,661.00 for the equipment and services set forth in Attachment"1." b. No other expenditures by VENDOR shall be reimbursed by the CITY. 3. TERM; TERMINATION. The term of this Agreement shall commence of the Effective Date above and shall continue for a period not to exceed six (6) months. 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. Page 1 of 5 VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND FRANKLIN MECHANICAL SYSTEMS INC. FOR AIR CONDITIONING EQUIPMENT AND INSTALLATION 2014-135 4. INDEMNITY. Vendor agrees to and shall indemnify and hold the City, its elected officials, employees, agents or representatives, free and harmless from all claims, actions, damages and liabilities of any kind and nature arising from bodily injury, including death, or property damage, based or asserted upon any actual or alleged act or omission of Vendor, its employees, agents, or subcontractors, relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement, unless the bodily injury or property damage was actually caused by the sole negligence of the City, its elected officials, employees, agents or representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its own expense, including attorney's fees, the City, its elected officials, employees, agents or representatives from any and all legal actions based upon such actual or alleged acts or omissions. Vendor hereby waives any and all rights to any types of express or implied indemnity against the City, its elected officials, employees, agents or representatives, with respect to third party claims against the Vendor relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement. 5. INSURANCE. While not restricting or limiting the foregoing, during the term of this Agreement, VENDOR shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of$1,000,000.00 combined single limit, and statutory worker's compensation coverage, and shall file copies of said policies with the CITY's Risk Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY of any change or termination in 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, except as permitted pursuant to Section 12940 of the California Government Code. 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 license, if any are required, in connection with the services to be performed hereunder. Page 2 of 5 VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND FRANKLIN MECHANICAL SYSTEMS INC. FOR AIR CONDITIONING EQUIPMENT AND INSTALLATION 2014-135 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. VENDOR warrants that it possesses or shall obtain, and maintain a business registration certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, qualifications, insurance and approval of whatever nature that are legally required of VENDOR to practice its business or profession. 9. NOTICES. Any notices to be given pursuant to this Agreement shall be deposited with the United States Postal Service, postage prepaid and addressed as follows: TO THE CITY: TO THE VENDOR: Director of Parks, Recreation& Vincent Franklin, CEO Community Services Franklin Mechanical Systems Inc. 201 North"E" Street, Suite 301 185 W. 4th Street San Bernardino, CA 92401 Beaumont, CA 92223 10. ATTORNEYS' FEES In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this paragraph. 11. ASSIGNMENT. VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. Page 3 of 5 VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND FRANKLIN MECHANICAL SYSTEMS INC.FOR AIR CONDITIONING EQUIPMENT AND INSTALLATION 2014-135 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. 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 supercedes any prior agreements and understandings relating to the subject manner of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. /// /// /// /// /// /// /// /// /// /// /// /// Page 4 of 5 VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND FRANKLIN MECHANICAL SYSTEMS INC.FOR AIR CONDITIONING EQUIPMENT AND INSTALLATION 2014-135 VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND FRANKLIN MECHANICAL SYSTEMS INC. FOR AIR CONDITIONING EQUIPMENT AND INSTALLATION IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: 3 , 2014 VENDOR By: Its: Dated 5/ , 2014 CITY OF SAN BERNARDINO By: ' Allen J. Parker, City Manager Approved as to Form: Gary D. Saenz, City Attorney By: ,AL Page 5 of 5 VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND FRANKLIN MECHANICAL SYSTEMS INC. FOR AIR CONDITIONING EQUIPMENT AND INSTALLATION