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HomeMy WebLinkAbout2014-164 1 RESOLUTION NO. 2014-164 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 NPA COMPUTERS 4 INC. FOR MAINTENANCE OF THE CITY'S COMPUTER AND NETWORKING HARDWARE AND OPERATING SYSTEM SOFTWARE. 5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE 6 CITY OF SAN BERNARDINO AS FOLLOWS: 7 SECTION 1. The City Manager of the City of San Bernardino is hereby authorized 8 and directed to execute on behalf of said City a Vendor Services Agreement between NPA 9 Computers Inc. and the City of San Bernardino for maintenance of the City's computer and 10 11 networking hardware and operating system software, a copy of which is attached hereto as 12 Exhibit"A" and incorporated herein by reference as fully as though set forth at length. 13 SECTION 2. The Director of Administrative Services or his/her designee is hereby 14 authorized to issue an Annual Purchase Order to NPA Computers Inc. for such maintenance 15 services for a total amount not to exceed $132,053 for Fiscal Year 2014/2015 with three one 16 17 year renewal options as long as funds are available and appropriated in the budget each 18 successive fiscal year. The Purchase Order shall reference the number of this resolution and 19 shall read, "Maintenance of the City's computer and networking hardware and operation 20 systems software." 21 SECTION 3. This purchase conforms with Section 3.04.010 of the San Bernardino 22 Municipal Code. 23 24 SECTION 4. The authorization to execute the above-referenced Agreement and issue 25 the above-referenced Purchase Order is rescinded if not executed/issued within sixty(60) days 26 of the passage of this Resolution. 27 /// 28 2014-164 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A VENDOR SERVICES 2 AGREEMENT AND ISSUANCE OF PURCHASE ORDER TO NPA COMPUTERS INC. FOR MAINTENANCE OF THE CITY'S COMPUTER AND NETWORKING 3 HARDWARE AND OPERATING SYSTEM SOFTWARE. 4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 5 6 Common Council of the City of San Bernardino at a joint regular meeting 7 thereof, held on the 16th day of June , 2014, by the following vote, to wit: 8 Council Members: AYES NAYS ABSTAIN ABSENT 9 MARQUEZ x 10 11 BARRIOS x 12 VALDIVIA x 13 SHORETT x 14 NICKEL x 15 JOHNSON x 16 17 MULVHILL x 18 19 George./ Hanna, if Clerk 20 G, The foregoing resolution is hereby approved this /V day of June , 2014. 21 j 22 R. Carey Da is, Mayor 23 City of Say Bernardino 24 Approved as to form: 25 Gary D. Saenz, City Attorney 26 27 By. .4, L 28 2014-164 EXHIBIT"A" VENDOR SERVICES AGREEMENT BETWEEN CITY OF SAN BERNARDINO AND NPA COMPUTERS, INC. FOR NETWORK MAINTENANCE SERVICES THIS AGREEMENT is made and entered into this 16th day of June , 2014 ("Effective Date")by and between the CITY OF SAN BERNARDINO, a charter city ("CITY"), and NPA Computers Inc. ("VENDOR"). WITNESSETH : A. WHEREAS, CITY proposes to have VENDOR perform server hardware, server software, and network hardware maintenance services; and B. WHEREAS, VENDOR represents that it has that degree of specialized expertise contemplated within California Government Code, Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated. C. WHEREAS, CITY and VENDOR desire to contract for professional services as described in the Scope of Services, attached hereto as Attachment "1", and desire to set forth their rights, duties, and liabilities in connection with the services to be performed; and D. WHEREAS, no official or employee of the CITY has a prohibited financial interest, within the provisions of California Government Code, Sections 1090-1092, in the subject matter of this Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows: 1.0. SERVICES PROVIDED BY VENDOR 1.1. Scope of Services. VENDOR shall provide the services described in the Scope of Services attached hereto as Attachment "1" and incorporated herein by this reference as though set forth in full ("Services"). If a conflict arises between the Scope of Services document and this Vendor Services Agreement(hereinafter "Agreement"), the terms of the Agreement shall govern. 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 standards of care, diligence and skill ordinarily exercised by professionals in similar fields and circumstances in accordance with sound professional practices. VENDOR also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise CITY of any changes in any laws that may affect VENDOR's performance of this Agreement if the VENDOR SERVICES AGREEMENT BETWEEN CITY OF SAN BERNARDINO AND NPA COMPUTERS,INC.FOR NETWORK MAINTENANCE SERVICES Page 1 of 9 2014-164 VENDOR has actual knowledge of such changes. VENDOR and the CITY each represent that no CITY employee will provide any Services under this Agreement. 1.3. Warranty. VENDOR warrants that it shall perform the Services required by this Agreement in compliance with all applicable Federal and California employment laws including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. VENDOR shall indemnify, defend, and hold harmless CITY from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including reasonable attorneys' fees and costs, or recovered against CITY to the extent arising from VENDOR's violation of any such applicable law. 1.4. Non-discrimination. In performing this Agreement, 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 category protected by law, except as permitted pursuant to Section 12940 of the Government Code. Violation of this provision may result in the imposition of penalties referred to in Labor Code, Section 1735. 1.5 Non-Exclusive Agreement. VENDOR acknowledges that CITY may enter into agreements with other vendors for services similar to the Services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement. 1.6. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of CITY, which consent shall not be unreasonably withheld or delayed. VENDOR may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at VENDOR's sole cost and expense. 1.7 Duty of Loyalty/Conflict of Interest. The VENDOR understands and agrees that VENDOR shall maintain a fiduciary duty and a duty of loyalty to the CITY in performing VENDOR's obligations under this Agreement. VENDOR, in performing its obligations under this Agreement, is governed by California's conflict of interest laws, Government Code Section 87100 et seq., and Title 2, California Code of Regulations, Section 18700 et seq. /// VENDOR SERVICES AGREEMENT BETWEEN CITY OF SAN BERNARDINO AND NPA COMPUTERS,INC.FOR NETWORK MAINTENANCE SERVICES Page 2 of 9 2014-164 1.8 CITY Business Certificate. VENDOR shall obtain and maintain during the term of this Agreement, a valid CITY Business Registration Certificate pursuant to Title 5 of the City of San Bernardino Municipal Code and any and all other licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required of VENDOR to practice its profession, skill or business. 2.0. COMPENSATION AND BILLING 2.1. Compensation. Over the term of this Agreement, VENDOR shall be paid for such services a total fixed fee of compensation of$114,829.00 for the fiscal year. In no event shall the total compensation exceed $132,053.00 with the express written consent of the Mayor and Common Council. 2.2. Additional Services. VENDOR shall not receive compensation for any services provided outside the scope of services specified in Attachment "1" unless prior to VENDOR providing such additional services, the City Manager of CITY agrees to such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. 2.3. Method of Billing. VENDOR shall submit invoices to CITY for approval. Said invoice shall be based on the total of all VENDOR's services which have been performed in accordance with the terms of this Agreement during the period covered by such invoice. CITY shall pay VENDOR's invoice within forty-five (45) days from the date CITY receives said invoice. The invoice shall describe in detail the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices. 2.4. Records and Audits. Records of VENDOR's Services directly relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to CITY for inspection and/or audit at mutually convenient times for a period of seven (7) years from the Effective Date. Any such inspection shall be conducted at the CITY's expense, during normal business hours and upon reasonable prior written notice to VENDOR. Such audit shall also be subject to the execution of a confidentiality agreement regarding inadvertent access to confidential information not related to the CITY. 3.0. TERM AND NOTIFICATION. 3.1. Term. This Agreement shall commence on the Effective Date and continue until June 30, 2015, with the option of three (3) one-year extensions, unless the Agreement is previously VENDOR SERVICES AGREEMENT BETWEEN CITY OF SAN BERNARDINO AND NPA COMPUTERS,INC.FOR NETWORK MAINTENANCE SERVICES Page 3 of 9 2014-164 terminated as provided for herein. 3.2 Termination. CITY or VENDOR may terminate this Agreement upon thirty (30) days written notice to the other party. In the event of termination, VENDOR shall be paid the reasonable value of Services rendered to the date of termination. 4.0. INSURANCE 4.1. Scope and Limits of Insurance. VENDOR shall obtain and maintain during the term of this Agreement all of the following insurance coverages: (a) Commercial general liability, including premises operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury with a policy limit of One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. (b) Automobile liability for owned vehicles, hired, and non-owned vehicles, with a policy limit of One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. (c) Workers' compensation insurance as required by the State of California. 4.2. Endorsements. The commercial general liability insurance policy shall contain or be endorsed, using general policy endorsements,to contain the following provisions: (a) Additional insured's: "The City of San Bernardino and its elected and appointed boards, officers, and employees are additional insured's with respect to their vicarious liability arising out of VENDOR's performance of the Services hereunder." (b) Other insurance: "Any other insurance maintained by the City of San Bernardino shall be excess and not contributing with the insurance provided by this policy with respect to claims arising solely and directly from VENDOR's provision of the Services." 4.3. Certificates of Insurance. VENDOR shall provide to CITY certificates of insurance showing the insurance coverages and required endorsements described above, prior to performing any services under this Agreement. 4.4. Nonlimiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which VENDOR may be held responsible for payments of damages to persons or property. VENDOR SERVICES AGREEMENT BETWEEN CITY OF SAN BERNARDINO AND NPA COMPUTERS,INC.FOR NETWORK MAINTENANCE SERVICES Page 4 of 9 2014-164 4.5 Notice of Cancellation: VENDOR shall provide the CITY thirty (30) days prior written notice of cancellation of or a material change in any of the required coverages. 5.0. GENERAL PROVISIONS 5.1. Entire Agreement: This Agreement, together with Attachment "1" attached hereto, constitutes the entire Agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including the attachment to this Agreement. 5.2. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, deemed served or delivered: a) at the time of delivery if such communications is sent by personal delivery: b) at the time of transmission if such communication is sent by facsimile: and c) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communications is sent through regular United States mail. TO THE VENDOR: TO THE CITY: Mr. Peter Aroniadis Mr. Larry Martin CEO of NPA Computers Inc. Information Technologies NPA Computers Inc., Inc. City of San Bernardino 751 Coates Ave. 300 North"D" Street Holbrook,NY. 11741 San Bernardino, Ca. 92418 Telephone (631) 467-2500 Telephone: (909) 384-5947 Fax: (909) 384-7236 5.3. Attorneys' Fees: In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary and expenses of the City Attorney and members of his office in enforcing this contract on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this Agreement. 5.4. Governing Law/Venue. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be the Superior Court for the State of California in VENDOR SERVICES AGREEMENT BETWEEN CITY OF SAN BERNARDINO AND NPA COMPUTERS,INC.FOR NETWORK MAINTENANCE SERVICES Page 5 of 9 2014-164 San Bernardino County or the United States District Court for the Central District of California, Riverside Division. 5.5. Assignment: VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of VENDOR's interest in this Agreement to an unrelated third party without CITY's prior written consent, which consent shall not be unreasonably withheld or delayed. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 5.6. Indemnification and Hold Harmless. VENDOR shall protect, defend, indemnify and hold harmless CITY and its elected and appointed officials, boards, commissions, officers and employees from any and all claims, losses, demands, suits, administrative actions, penalties, liabilities and expenses, including reasonable attorneys' fees, damage to property or injuries to or death of any person or persons or damages of any nature including, but not limited to, all civil claims or workers' compensation claims, arising out of or in any way connected with the intentional or negligent acts, errors, or omissions of VENDOR, its employees, agents or subcontractors in the performance of this Agreement. 5.7. Independent Contractor. VENDOR, at all times while performing under this Agreement, is and shall be acting as an independent contractor and not as an agent or employee of CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of wages, benefits and taxes including, but not limited to, 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. Neither VENDOR nor its officers, agents and employees shall be entitled to receive any benefits which employees of CITY are entitled to receive and shall not be entitled to Workers' Compensation insurance, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing or Social Security on account of VENDOR and its officers', agents' and employees' work for the CITY. This Agreement does not create the relationship of agent, servant, employee partnership or joint venture between the CITY and VENDOR. 5.8. Conflict of Interest Disclosure: VENDOR or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose financial interests that may be materially affected by the work performed 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. VENDOR shall conform VENDOR SERVICES AGREEMENT BETWEEN CITY OF SAN BERNARDINO AND NPA COMPUTERS,INC.FOR NETWORK MAINTENANCE SERVICES Page 6 of 9 2014-164 to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for termination of the Agreement by CITY. 5.9. Responsibility for Errors. VENDOR shall be responsible for its work and results under this Agreement. VENDOR, when requested, shall furnish clarification and/or explanation as may be required by the CITY's representative, regarding any services rendered under this Agreement at no additional cost to CITY. In the event that an error or omission attributable to VENDOR occurs, then VENDOR shall, at no cost to CITY, provide all other VENDOR professional services necessary to rectify and correct the matter to the sole satisfaction of CITY and to participate in any meetings required with regard to the correction. VENDOR will assume the information supplied by the CITY, (or on its behalf by third parties) is accurate and complete. VENDOR's responsibilities (and associated compensation) do not include independent verification of required information. Problems with information quality and/or delays in providing such information may result in a delay in the performance of the Services or an increase in fees. 5.10. Prohibited Employment. VENDOR shall not employ any current employee of CITY to perform the work under this Agreement while this Agreement is in effect. 5.11. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 5.12. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of CITY and VENDOR and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. 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 interpretation of this Agreement. 5.14. Amendments. Only a writing executed by all of the parties hereto or their respective successors and assigns may amend this Agreement. 5.15. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative VENDOR SERVICES AGREEMENT BETWEEN CITY OF SAN BERNARDINO AND NPA COMPUTERS,INC.FOR NETWORK MAINTENANCE SERVICES Page 7 of 9 2014-164 of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 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 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. 5.17. Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement. 5.18. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so; the parties hereto are formally bound to the provisions of this Agreement. 5.19. Public Records Act Disclosure. VENDOR has been advised and is aware that all reports, documents, information and data including, but not limited to, computer tapes, discs, or files furnished or prepared by VENDOR, or any of its subcontractors, and provided to CITY may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et. seq.). Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which VENDOR informs CITY of such trade secret. The CITY will endeavor to maintain confidential all information obtained by it that is designated as a trade secret. The CITY shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed by the CITY, in its sole discretion, to be required by law or by order of the Court. //I HI VENDOR SERVICES AGREEMENT BETWEEN CITY OF SAN BERNARDINO AND NPA COMPUTERS,INC.FOR NETWORK MAINTENANCE SERVICES Page 8 of 9 2014-164 VENDOR SERVICES AGREEMENT BETWEEN CITY OF SAN BERNARDINO AND NPA COMPUTERS, INC. FOR NETWORK MAINTENANCE SERVICES IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and date shown below. 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M 0 0 = < 0 0 r.-Ir N g I3 -, o 0 g al < - 1:37. @ c: o- , 2 6 -ow i• m 4, a **, n P. 2 = a O r. v, * 3 2 Fo- = 6 = 5 13, P. IA .4$' Lfr,' frl i 0 -Ir° co ....., cn --... Z '"•- to La R z g 41. 1-> ON z g 1.-. co to o 1-t to ujo ..., ol tz, ot a) CO NJ ...-.. ..... 0.64 iftt jj 1.:::;,..) il § l. tr). IA VI Is'' •Pl )..) U.) NI lil tr, 8 u, 8 b o 8 8 2014-164 EXHIBIT"A" VENDOR SERVICES AGREEMENT BETWEEN CITY OF SAN BERNARDINO AND NPA COMPUTERS, INC. FOR NETWORK MAINTENANCE SERVICES THIS AGREEMENT is made and entered into this 16th day of June , 2014 ("Effective Date") by and between the CITY OF SAN BERNARDINO, a charter city ("CITY"), and NPA Computers Inc. ("VENDOR"). WITNESSETH : A. WHEREAS, CITY proposes to have VENDOR perform server hardware, server software, and network hardware maintenance services; and B. WHEREAS, VENDOR represents that it has that degree of specialized expertise contemplated within California Government Code, Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated. C. WHEREAS, CITY and VENDOR desire to contract for professional services as described in the Scope of Services, attached hereto as Attachment "1", and desire to set forth their rights, duties, and liabilities in connection with the services to be performed; and D. WHEREAS, no official or employee of the CITY has a prohibited financial interest, within the provisions of California Government Code, Sections 1090-1092, in the subject matter of this Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein,the parties hereby agree as follows: 1.0. SERVICES PROVIDED BY VENDOR 1.1. Scope of Services. VENDOR shall provide the services described in the Scope of Services attached hereto as Attachment "1" and incorporated herein by this reference as though set forth in full ("Services"). If a conflict arises between the Scope of Services document and this Vendor Services Agreement (hereinafter "Agreement"), the terms of the Agreement shall govern. 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 standards of care, diligence and skill ordinarily exercised by professionals in similar fields and circumstances in accordance with sound professional practices. VENDOR also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise CITY of any changes in any laws that may affect VENDOR's performance of this Agreement if the VENDOR SERVICES AGREEMENT BETWEEN CITY OF SAN BERNARDINO AND NPA COMPUTERS,INC.FOR NETWORK MAINTENANCE SERVICES Page 1 of 9 2014-164 VENDOR has actual knowledge of such changes. VENDOR and the CITY each represent that no CITY employee will provide any Services under this Agreement. 1.3. Warranty. VENDOR warrants that it shall perform the Services required by this Agreement in compliance with all applicable Federal and California employment laws including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. VENDOR shall indemnify, defend, and hold harmless CITY from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including reasonable attorneys' fees and costs, or recovered against CITY to the extent arising from VENDOR's violation of any such applicable law. 1.4. Non-discrimination. In performing this Agreement, 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 category protected by law, except as permitted pursuant to Section 12940 of the Government Code. Violation of this provision may result in the imposition of penalties referred to in Labor Code, Section 1735. 1.5 Non-Exclusive Agreement. VENDOR acknowledges that CITY may enter into agreements with other vendors for services similar to the Services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement. 1.6. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of CITY, which consent shall not be unreasonably withheld or delayed. VENDOR may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at VENDOR's sole cost and expense. 1.7 Duty of Loyalty/Conflict of Interest. The VENDOR understands and agrees that VENDOR shall maintain a fiduciary duty and a duty of loyalty to the CITY in performing VENDOR's obligations under this Agreement. VENDOR, in performing its obligations under this Agreement, is governed by California's conflict of interest laws, Government Code Section 87100 et seq., and Title 2, California Code of Regulations, Section 18700 et seq. /// VENDOR SERVICES AGREEMENT BETWEEN CITY OF SAN BERNARDINO AND NPA COMPUTERS,INC.FOR NETWORK MAINTENANCE SERVICES Page 2 of 9 2014-164 1.8 CITY Business Certificate. VENDOR shall obtain and maintain during the term of this Agreement, a valid CITY Business Registration Certificate pursuant to Title 5 of the City of San Bernardino Municipal Code and any and all other licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required of VENDOR to practice its profession, skill or business. 2.0. COMPENSATION AND BILLING 2.1. Compensation. Over the term of this Agreement, VENDOR shall be paid for such services a total fixed fee of compensation of$114,829.00 for the fiscal year. In no event shall the total compensation exceed $132,053.00 with the express written consent of the Mayor and Common Council. 2.2. Additional Services. VENDOR shall not receive compensation for any services provided outside the scope of services specified in Attachment "1" unless prior to VENDOR providing such additional services, the City Manager of CITY agrees to such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. 2.3. Method of Billing. VENDOR shall submit invoices to CITY for approval. Said invoice shall be based on the total of all VENDOR's services which have been performed in accordance with the terms of this Agreement during the period covered by such invoice. CITY shall pay VENDOR's invoice within forty-five (45) days from the date CITY receives said invoice. The invoice shall describe in detail the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices. 2.4. Records and Audits. Records of VENDOR's Services directly relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to CITY for inspection and/or audit at mutually convenient times for a period of seven (7) years from the Effective Date. Any such inspection shall be conducted at the CITY's expense, during normal business hours and upon reasonable prior written notice to VENDOR. Such audit shall also be subject to the execution of a confidentiality agreement regarding inadvertent access to confidential information not related to the CITY. 3.0. TERM AND NOTIFICATION. 3.1. Term. This Agreement shall commence on the Effective Date and continue until June 30, 2015, with the option of three (3) one-year extensions, unless the Agreement is previously VENDOR SERVICES AGREEMENT BETWEEN CITY OF SAN BERNARDINO AND NPA COMPUTERS,INC.FOR NETWORK MAINTENANCE SERVICES Page 3 of 9 2014-164 terminated as provided for herein. 3.2 Termination. CITY or VENDOR may terminate this Agreement upon thirty (30) days written notice to the other party. In the event of termination, VENDOR shall be paid the reasonable value of Services rendered to the date of termination. 4.0. INSURANCE 4.1. Scope and Limits of Insurance. VENDOR shall obtain and maintain during the term of this Agreement all of the following insurance coverages: (a) Commercial general liability, including premises operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury with a policy limit of One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. (b) Automobile liability for owned vehicles, hired, and non-owned vehicles, with a policy limit of One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. (c) Workers' compensation insurance as required by the State of California. 4.2. Endorsements. The commercial general liability insurance policy shall contain or be endorsed, using general policy endorsements,to contain the following provisions: (a) Additional insured's: "The City of San Bernardino and its elected and appointed boards, officers, and employees are additional insured's with respect to their vicarious liability arising out of VENDOR's performance of the Services hereunder." (b) Other insurance: "Any other insurance maintained by the City of San Bernardino shall be excess and not contributing with the insurance provided by this policy with respect to claims arising solely and directly from VENDOR's provision of the Services." 4.3. Certificates of Insurance. VENDOR shall provide to CITY certificates of insurance showing the insurance coverages and required endorsements described above, prior to performing any services under this Agreement. 4.4. Nonlimiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which VENDOR may be held responsible for payments of damages to persons or property. VENDOR SERVICES AGREEMENT BETWEEN CITY OF SAN BERNARDINO AND NPA COMPUTERS,INC.FOR NETWORK MAINTENANCE SERVICES Page 4 of 9 2014-164 4.5 Notice of Cancellation: VENDOR shall provide the CITY thirty (30) days prior written notice of cancellation of or a material change in any of the required coverages. 5.0. GENERAL PROVISIONS 5.1. Entire Agreement: This Agreement, together with Attachment "1" attached hereto, constitutes the entire Agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including the attachment to this Agreement. 5.2. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, deemed served or delivered: a) at the time of delivery if such communications is sent by personal delivery: b) at the time of transmission if such communication is sent by facsimile: and c) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communications is sent through regular United States mail. TO THE VENDOR: TO THE CITY: Mr. Peter Aroniadis Mr. Larry Martin CEO of NPA Computers Inc. Information Technologies NPA Computers Inc., Inc. City of San Bernardino 751 Coates Ave. 300 North"D" Street Holbrook,NY. 11741 San Bernardino, Ca. 92418 Telephone (631) 467-2500 Telephone: (909) 384-5947 Fax: (909) 384-7236 5.3. Attorneys' Fees: In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary and expenses of the City Attorney and members of his office in enforcing this contract on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this Agreement. 5.4. Governing Law/Venue. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be the Superior Court for the State of California in VENDOR SERVICES AGREEMENT BETWEEN CITY OF SAN BERNARDINO AND NPA COMPUTERS,INC.FOR NETWORK MAINTENANCE SERVICES Page 5 of 9 2014-164 San Bernardino County or the United States District Court for the Central District of California, Riverside Division. 5.5. Assignment: VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of VENDOR's interest in this Agreement to an unrelated third party without CITY's prior written consent, which consent shall not be unreasonably withheld or delayed. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 5.6. Indemnification and Hold Harmless. VENDOR shall protect, defend, indemnify and hold harmless CITY and its elected and appointed officials, boards, commissions, officers and employees from any and all claims, losses, demands, suits, administrative actions, penalties, liabilities and expenses, including reasonable attorneys' fees, damage to property or injuries to or death of any person or persons or damages of any nature including, but not limited to, all civil claims or workers' compensation claims, arising out of or in any way connected with the intentional or negligent acts, errors, or omissions of VENDOR, its employees, agents or subcontractors in the performance of this Agreement. 5.7. Independent Contractor. VENDOR, at all times while performing under this Agreement, is and shall be acting as an independent contractor and not as an agent or employee of CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of wages, benefits and taxes including, but not limited to, 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. Neither VENDOR nor its officers, agents and employees shall be entitled to receive any benefits which employees of CITY are entitled to receive and shall not be entitled to Workers' Compensation insurance, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing or Social Security on account of VENDOR and its officers', agents' and employees' work for the CITY. This Agreement does not create the relationship of agent, servant, employee partnership or joint venture between the CITY and VENDOR. 5.8. Conflict of Interest Disclosure: VENDOR or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose financial interests that may be materially affected by the work performed 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. VENDOR shall conform VENDOR SERVICES AGREEMENT BETWEEN CITY OF SAN BERNARDINO AND NPA COMPUTERS,INC.FOR NETWORK MAINTENANCE SERVICES Page 6 of 9 2014-164 to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for termination of the Agreement by CITY. 5.9. Responsibility for Errors. VENDOR shall be responsible for its work and results under this Agreement. VENDOR, when requested, shall furnish clarification and/or explanation as may be required by the CITY's representative, regarding any services rendered under this Agreement at no additional cost to CITY. In the event that an error or omission attributable to VENDOR occurs, then VENDOR shall, at no cost to CITY, provide all other VENDOR professional services necessary to rectify and correct the matter to the sole satisfaction of CITY and to participate in any meetings required with regard to the correction. VENDOR will assume the information supplied by the CITY, (or on its behalf by third parties) is accurate and complete. VENDOR's responsibilities (and associated compensation) do not include independent verification of required information. Problems with information quality and/or delays in providing such information may result in a delay in the performance of the Services or an increase in fees. 5.10. Prohibited Employment. VENDOR shall not employ any current employee of CITY to perform the work under this Agreement while this Agreement is in effect. 5.11. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 5.12. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of CITY and VENDOR and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. 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 interpretation of this Agreement. 5.14. Amendments. Only a writing executed by all of the parties hereto or their respective successors and assigns may amend this Agreement. 5.15. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative VENDOR SERVICES AGREEMENT BETWEEN CITY OF SAN BERNARDINO AND NPA COMPUTERS,INC.FOR NETWORK MAINTENANCE SERVICES Page 7 of 9 2014-164 of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 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 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. 5.17. Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement. 5.18. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so; the parties hereto are formally bound to the provisions of this Agreement. 5.19. Public Records Act Disclosure. VENDOR has been advised and is aware that all reports, documents, information and data including, but not limited to, computer tapes, discs, or files furnished or prepared by VENDOR, or any of its subcontractors, and provided to CITY may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et. seq.). Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which VENDOR informs CITY of such trade secret. The CITY will endeavor to maintain confidential all information obtained by it that is designated as a trade secret. The CITY shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed by the CITY, in its sole discretion, to be required by law or by order of the Court. /// /// /// /// /// /// /// /// /// /// /// VENDOR SERVICES AGREEMENT BETWEEN CITY OF SAN BERNARDINO AND NPA COMPUTERS,INC.FOR NETWORK MAINTENANCE SERVICES Page 8 of 9 2014-164 VENDOR SERVICES AGREEMENT BETWEEN CITY OF SAN BERNARDINO AND NPA COMPUTERS, INC. FOR NETWORK MAINTENANCE SERVICES IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and date shown below. 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