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HomeMy WebLinkAbout2014-393 I RESOLUTION NO. 2014-393 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A VENDOR 3 PURCHASE AGREEMENT AND ISSUANCE OF A PURCHASE ORDER TO 4 KALMIKOV ENTERPRISES INC., DBA FIRE APPARATUS SOLUTIONS, FOR THE AERIAL ROTATION BEARING REPLACEMENT ON FIRE UNIT #T-2. 5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE 6 CITY OF SAN BERNARDINO AS FOLLOWS: 7 SECTION 1. Kalmikov Enterprises Inc., dba Fire Apparatus Solutions, is the 8 9 lowest responsible bidder for the aerial rotation bearing replacement in accordance with Bid 10 Specification Request for Quote #F-15-09. All other bids are hereby rejected. 11 SECTION 2. The City Manager is hereby authorized and directed to execute a 12 Vendor Purchase Agreement with Fire Apparatus Solutions, a copy of which is attached 13 14 hereto, marked Exhibit "A" and incorporated herein. 15 SECTION 3. The Director of Finance or his/her designee is hereby authorized and 16 directed to perform a budget transfer in the amount of $10,000 from account 001-200- 17 0050*5111 to account 001-200-0050*5173 and to issue a purchase order to account 001- 18 19 200-0050*5173 to Fire Apparatus Solutions in the amount of $28,425.50, with a 20 contingency amount of $2,842.55, for a total not to exceed $31,268.05. The purchase 21 order shall incorporate by reference this Resolution number, shall reference the terms in 22 RFQ Bid Specification #F-15-09, and shall incorporate the terms and conditions of the bid 23 24 of Fire Apparatus Solutions. 25 SECTION 4. The authorization to execute the above-referenced Vendor Purchase 26 Agreement and Purchase Order is rescinded if the parties to the Agreement fail to execute 27 it within sixty (60) days of the passage of this Resolution. 28 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A VENDOR 2 PURCHASE AGREEMENT AND ISSUANCE OF A PURCHASE ORDER TO KALMIKOV ENTERPRISES INC., DBA FIRE APPARATUS SOLUTIONS, FOR 3 THE AERIAL ROTATION BEARING REPLACEMENT ON FIRE UNIT #T-2. 4 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 6 Common Council of the City of San Bernardino at a joint regular meeting thereof, held on 7 the 17th day of November, 2014, by the following vote, to wit: 8 9 Council Members: AYES NAYS ABSTAIN ABSENT 10 MARQUEZ X 11 BARRIOS X 12 VALDIVIA X 13 14 SHORETT X 15 NICKEL X 16 JOHNSON X 17 MULVIHILL X 18 19 George Haiuia, Clerk 20 J The foregoing Resolution is hereby approved Vthiis, -{iay oL mber, 2014. 21 � 22 R. Carey Da s, Mayor 23 City of San ernardino 24 25 Approved as to form: Gary D. Saenz, City Attorney 26 By' 27 28 L!1111 V 1 V L 1 2014-393 VENDOR PURCHASE AGREEMENT CITY OF SAN BERNARDINO-FIRE APPARATUS SOLUTIONS This Vendor Purchase Agreement is entered into this 17th day of November 2014,-by and between Kalmikov Enterprises Inc., DBA Fire Apparatus Solutions ("VENDOR") and the City of San Bernardino ("CITY" or"San Bernardino"). WHEREAS, the Mayor and Common Council has determined that it is advantageous and in the best interest of the CITY to contract for the aerial rotation bearing replacement on Fire Unit T-2; and WHEREAS, the CITY solicited and received quotes from available vendors for the aerial rotation bearing replacement on Fire Unit T-2; and, WHEREAS, VENDOR is the lowest responsible bidder to provide products said services to CITY; NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, San Bernardino hereby engages VENDOR to provide those products and services in accordance with Bid Specification Request for Quote #F-15-09, attached hereto and incorporated herein as Attachment"I". 2. COMPENSATION AND EXPENSES. a. For the products and services delineated above, the CITY, upon presentation of an invoice, shall pay the VENDOR up to the amount of$31,268.05 for the aerial rotation bearing replacement. b. No other expenditures made by VENDOR shall be reimbursed by CITY. 3. TERM; TERMINATION. The term of this Agreement shall be for a period of one year. This Agreement may be terminated by either party at any time for any reason by giving thirty (30) days' written notice. The terms of this Agreement shall remain in force unless mutually amended. The duration of this Agreement may be extended with the written consent of both parties. 4. INDEMNITY. VENDOR agrees to and shall indemnify and hold the CITY, its elected officials, employees, agents or representatives, free and harmless from all claims, actions, damages and liabilities of any kind and nature arising from bodily injury, including death, or property damage, based or asserted upon any actual or alleged act or omission of VENDOR, its employees, agents, or subcontractors, relating to or in any way connected with the products or services provided under this Agreement, unless the bodily injury or property damage was actually caused by the sole negligence of the CITY, its elected officials, employees, agents or representatives. As part of the foregoing indemnity, VENDOR agrees to protect and defend at its own expense, including t CITY OF SAN BERNARDINO-FIRE APPARATUS SOLUTIONS VENDOR PURCHASE AGREEMENT 2014-393 attorney's fees, the CITY, its elected officials, employees, agents or representatives from any and all legal actions based upon such actual or alleged acts or omissions. VENDOR hereby waives any and all rights to any types of express or implied indemnity against the CITY, its elected officials, employees, agents or representatives, with respect to third party claims against the VENDOR relating to or in any way connected with the products or services provided under this Agreement. 5. INSURANCE. While not restricting or limiting the foregoing, during the term of this Agreement, VENDOR shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of$1,000,000.00 combined single limit, and statutory worker's compensation coverage, and shall file copies of said policies with the CITY's Risk Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY at least 30 days prior to any change in or termination of the policy. 6. NON-DISCRIMINATION. In the performance of this Agreement and in the hiring and recruitment of employees, VENDOR shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or sexual orientation, or any other status protected by law. 7. INDEPENDENT CONTRACTOR. VENDOR shall provide the products and perform the services under this Agreement, but for all intents and purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for VENDOR and its officers, agents, and employees, and all business license, if any are required, in connection with the services to be performed hereunder. 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. VENDOR warrants that it possesses or shall obtain prior to execution of this Agreement, and maintain a business registration certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, qualifications, insurance and approval of whatever nature that are legally required of VENDOR to practice its business or profession. 9. NOTICES. Any notices to be given pursuant to this Agreement shall be deposited with the United States Postal Service, postage prepaid and addressed as follows: 2 CITY OF SAN BERNARDINO-FIRE APPARATUS SOLUTIONS VENDOR PURCHASE AGREEMENT 2014-393 TO THE CITY: TO THE VENDOR: City of San Bernardino Fire Department Kalmikov Enterprises Inc., 200 East Third Street DBA Fire Apparatus Solutions San Bernardino,CA 92410 2763 South Vista Avenue Attention: Fire Chief Bloomington,CA 92316 Telephone: (909)384-5286 Attn: William Kalmikov Telephone: (714)357-9706 10. ATTORNEYS' FEES. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder for 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 any action related to this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this paragraph. 11. ASSIGNMENT. VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. 13. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. 15. HEADINGS. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its provisions. 3 CITY OF SAN BERNARDINO-FIRE APPARATUS SOLUTIONS VENDOR PURCHASE AGREEMENT 2014-393 16. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 17. REMEDIES; WAIVER. All remedies available to either party for one or more breaches by the other party are and shall be deemed cumulative and may be exercised separately or concurrently without waiver of any other remedies. The failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches, unless such waiver shall be in writing and signed by the party against whom enforcement is sought. 18. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supersedes any prior agreements and understandings relating to the subject matter of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: , 2014 KALMIKOV ENTERPRISES, INC., DBA FIRE APPARATUS SOLUTIONS By: Name/Title: Dated , 2014 CITY OF SAN BERNARDINO By: Allen J. Parker, City Manager Approved as to form: Gary D. Saenz, City Attorney By: ti 4 CITY OF SAN BERNARDINO-FIRE APPARATUS SOLUTIONS VENDOR PURCHASE AGREEMENT L LllllV ll. L 1 2014-393 VENDOR PURCHASE AGREEMENT CITY OF SAN BERNARDINO-FIRE APPARATUS SOLUTIONS This Vendor Purchase Agreement is entered into this 17th day of November 2014, by and between Kalmikov Enterprises Inc., DBA Fire Apparatus Solutions ("VENDOR") and the City of San Bernardino ("CITY" or"San Bernardino"). WHEREAS, the Mayor and Common Council has determined that it is advantageous and in the best interest of the CITY to contract for the aerial rotation bearing replacement on Fire Unit T-2; and WHEREAS, the CITY solicited and received quotes from available vendors for the aerial rotation bearing replacement on Fire Unit T-2; and, WHEREAS, VENDOR is the lowest responsible bidder to provide products said services to CITY; NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, San Bernardino hereby engages VENDOR to provide those products and services in accordance with Bid Specification Request for Quote #F-15-09, attached hereto and incorporated herein as Attachment"I". 2. COMPENSATION AND EXPENSES. a. For the products and services delineated above, the CITY, upon presentation of an invoice, shall pay the VENDOR up to the amount of$31,268.05 for the aerial rotation bearing replacement. b. No other expenditures made by VENDOR shall be reimbursed by CITY. 3. TERM; TERMINATION. The term of this Agreement shall be for a period of one year. This Agreement may be terminated by either party at any time for any reason by giving thirty (30) days' written notice. The terms of this Agreement shall remain in force unless mutually amended. The duration of this Agreement may be extended with the written consent of both parties. 4. INDEMNITY. VENDOR agrees to and shall indemnify and hold the CITY, its elected officials, employees, agents or representatives, free and harmless from all claims, actions, damages and liabilities of any kind and nature arising from bodily injury, including death, or property damage, based or asserted upon any actual or alleged act or omission of VENDOR, its employees, agents, or subcontractors, relating to or in any way connected with the products or services provided under this Agreement, unless the bodily injury or property damage was actually caused by the sole negligence of the CITY, its elected officials, employees, agents or representatives. As part of the foregoing indemnity, VENDOR agrees to protect and defend at its own expense, including CITY OF SAN BERNARDINO-FIRE APPARATUS SOLUTIONS VENDOR PURCHASE AGREEMENT • 2014-393 attorney's fees, the CITY, its elected officials, employees, agents or representatives from any and all legal actions based upon such actual or alleged acts or omissions. VENDOR hereby waives any and all rights to any types of express or implied indemnity against the CITY, its elected officials, employees, agents or representatives, with respect to third party claims against the VENDOR relating to or in any way connected with the products or services provided under this Agreement. 5. INSURANCE. While not restricting or limiting the foregoing, during the term of this Agreement, VENDOR shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of$1,000,000.00 combined single limit, and statutory worker's compensation coverage, and shall file copies of said policies with the CITY's Risk Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY at least 30 days prior to any change in or termination of the policy. 6. NON-DISCRIMINATION. In the performance of this Agreement and in the hiring and recruitment of employees, VENDOR shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or sexual orientation, or any other status protected by law. 7. INDEPENDENT CONTRACTOR. VENDOR shall provide the products and perform the services under this Agreement, but for all intents and purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for VENDOR and its officers, agents, and employees, and all business license, if any are required, in connection with the services to be performed hereunder. 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. VENDOR warrants that it possesses or shall obtain prior to execution of this Agreement, and maintain a business registration certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, qualifications, insurance and approval of whatever nature that are legally required of VENDOR to practice its business or profession. 9. NOTICES. Any notices to be given pursuant to this Agreement shall be deposited with the United States Postal Service, postage prepaid and addressed as follows: 2 CITY OF SAN BERNARDINO-FIRE APPARATUS SOLUTIONS VENDOR PURCHASE AGREEMENT 2014-393 TO THE CITY: TO THE VENDOR: City of San Bernardino Fire Department Kalmikov Enterprises Inc., 200 East Third Street DBA Fire Apparatus Solutions San Bernardino,CA 92410 2763 South Vista Avenue Attention: Fire Chief Bloomington, CA 92316 Telephone: (909)384-5286 Attn: William Kalmikov Telephone: (714)357-9706 10. ATTORNEYS' FEES. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder for 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 any action related to this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this paragraph. 11. ASSIGNMENT. VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 12. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. 13. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. 15. HEADINGS. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its provisions. 3 CITY OF SAN BERNARDINO-FIRE APPARATUS SOLUTIONS VENDOR PURCHASE AGREEMENT 2014-393 16. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 17. REMEDIES; WAIVER. All remedies available to either party for one or more breaches by the other party are and shall be deemed cumulative and may be exercised separately or concurrently without waiver of any other remedies. The failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches, unless such waiver shall be in writing and signed by the party against whom enforcement is sought. 18. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supersedes any prior agreements and understandings relating to the subject matter of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: 2 , 2014 KALMIKOV ENTERPRISES, INC., DBA FIRE APPARA US SOLUTIONS BC Name/Title: L.l�\�:c,��.. Cc�w���� � ��►�� Dated ///z 014 CITY OF SAN BERNARDINO By: A11e ,T Parker, City Manager Approved as to form: Gary D. Saenz, City Attorney By: ti 4 CITY OF SAN BERNARDINO-FIRE APPARATUS SOLUTIONS VENDOR PURCHASE AGREEMENT