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25 the above-referenced Purchase Order is rescinded if not executed/issued within sixty(60) days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
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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
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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
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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
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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
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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
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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
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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
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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.
CITY OF SAN BERNARDINO VENDOR
DATE: DATE:
By:
Allen J. Parker, City Manager
Name and Title
APPROVED AS TO FORM:
Gary D. Saenz, City Attorney
By: -ii!AL L
VENDOR SERVICES AGREEMENT BETWEEN CITY OF SAN BERNARDINO AND
NPA COMPUTERS,INC.FOR NETWORK MAINTENANCE SERVICES
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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
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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
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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
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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
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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.
CITY OF SAN BERNARDINO VENDOR
DATE: DATE: Vit/q.,
By:"
Alle . Parker, City Manager !/
7C-IL4 Afokla►aS C
Name and Title
APPROVED AS TO FORM:
Gary D. Saenz, City Attorney
By: .,,siojklt
di&
VENDOR SERVICES AGREEMENT BETWEEN CITY OF SAN BERNARDINO AND
NPA COMPUTERS,INC.FOR NETWORK MAINTENANCE SERVICES
Page 9 of 9
2014-164
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