HomeMy WebLinkAbout2014-394 (IMPORTANT NOTE: Resolution
is Null and Void because
the Agreement was not executed
within the time specified.)
1 RESOLUTION NO. 2014-394
2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT
3 AND THE ISSUANCE OF A PURCHASE ORDER IN THE AMOUNT OF $51,000 TO
4 TELEPACIFIC COMMUNICATIONS FOR PRIMARY RATE INTERFACE PHONE
CONNECTIONS
5
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF
6 SAN BERNARDINO AS FOLLOWS:
7
8 SECTION 1. The City Manager of the City of San Bernardino is hereby authorized
9 and directed to execute on behalf of said City an Agreement with TelePacific
10 Communications, a copy of which is attached hereto and marked Exhibit "A" and
11 incorporated herein by reference as fully as though set forth at length.
12
SECTION 2. That the Director of Finance or his/her designee is hereby authorized
13
14 and directed to issue an Annual Purchase Order to TelePacific Communications in an amount
15 not to exceed $51,000.00 for Fiscal Year 2015/2016 with two (2) one-year renewal options as
16 long as funds are available and appropriated in the budget each subsequent fiscal year. The
17 Purchase Order shall reference the number of this resolution and shall read, "for primary rate
18
interface and long distance charges."
19
20 SECTION 3. This purchase conforms with Section 3.04.010 of the San Bernardino
21 Municipal Code.
22 SECTION 4. The authorization to execute the above-referenced Agreement and issue
23 the above-referenced Purchase Order is rescinded if not executed/issued within sixty(60) days
24
of the passage of this Resolution.
25
26
27
28 ///
I
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
2 SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT
3 AND THE ISSUANCE OF A PURCHASE ORDER IN THE AMOUNT OF $51,000 TO
TELEPACIFIC COMMUNICATIONS FOR PRIMARY RATE INTERFACE PHONE
4 CONNECTIONS
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 the
7
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 MULVHILL X
18
19 •'L.� �: C�
Ceorgeah Hanna,"diKy Clerk
20 IT-
2, The foregoing resolution is hereby approved this day of November, 2014.
22 ,
r �
23 R. Carey D is, Mayor
24 City of San Bernardino
25 Approved as to form:
Gary D. Saenz,
26 City Attorney
27 By: �c ,
28
2014-394
"Exhibit A"
VENDOR SERVICES AGREEMENT BETWEEN
THE CITY OF SAN BERNARDINO AND
TELEPACIFIC COMMUNICATIONS FOR
PRIMARY RATE INTERFACE PHONE CONNECTIONS
This Vendor Services Agreement (the "Agreement") is entered into this 17thday of November ,
20_14, BY AND BETWEEN:
the City of San Bernardino, a Charter City organized under the laws of the State of
California, with an address of 300 N. "D" Street, San Bernardino, California (the
"CITY");
AND,
TelePacific Communications Corporation, a network and communications service
provider incorporated under the laws of the State of California and having its principal
place of business at 515 S. Flower Street, 47th Floor, Los Angeles, CA. 90071 (the
"VENDOR") (individually CITY or VENDOR may be referred to as a "PARTY" and
collectively CITY and VENDOR may be referred to as the "PARTIES").
WITNESSETH :
WHEREAS, the Mayor and Common Council of CITY have determined that it is
advantageous and in the best interest of the CITY to contract for Primary Rate Interface phone
connections; and,
WHEREAS, the CITY did solicit and accept quotes from available vendors for Primary
Rate Interface phone connections and VENDOR was the lowest responsible bidder; and,
WHEREAS, CITY and VENDOR desire to contract for Primary Rate Interface phone
connections and desire to set forth their rights, duties, and liabilities in connection with their
performance; and,
WHEREAS, no official or employee of the CITY has a 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. SCOPE OF SERVICES.
For the remuneration stipulated, CITY hereby engages the services of VENDOR to provide those
products and services as set forth on Attachment "1" attached hereto and incorporated herein.
VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND
TELEPACIFIC COMMUNICATIONS FOR PRIMARY RATE INTERFACE PHONE CONNECTIONS
Page 1 of 8
2014-394
"Exhibit A"
2. COMPENSATION AND EXPENSES.
2.1 Compensation. VENDOR shall be paid for the services set forth in Attachment
"1" a total fixed sum of$80,123.04, billed at a rate of$2,225.64 per month for the
36-month term of this Agreement. No other amounts, except those expressly
provided for in this Agreement, shall be paid by CITY.
2.2 Additional Services. VENDOR shall not receive compensation for any services
provided outside the scope of services specified in this Agreement unless the
CITY, prior to VENDOR performing the additional services, approves 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.
3.3 Method of Billing. VENDOR may submit invoices to CITY for approval at
intervals no more often than monthly. Said invoice shall be based on the total of
all VENDOR's products and services that have been supplied and performed to
the CITY's sole satisfaction. CITY shall pay VENDOR's invoice within forty-
five (45) days from the date CITY receives said invoice. Each invoice shall
describe in detail the products supplied, the services performed, and the
associated time for completion. Any additional products or 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.
3.4 Records and Audits. Records of VENDOR's services relating to this Agreement
shall be maintained in accordance with generally recognized accounting
principles and shall be made available to CITY upon reasonable notice.
3. TERM; TERMINATION.
The term of this Agreement shall be from January 1, 2015 until December 31, 2017, inclusive.
This Agreement may be terminated at any time upon thirty (30) days written notice by either
PARTY. The terms of this Agreement shall remain in force unless mutually amended in writing.
The duration of this Agreement may be extended with the written consent of both parties.
4. INDEMNITY.
VENDOR agrees to and shall indemnify and hold the CITY, its elected officials, employees,
agents, or representatives, free and harmless from all claims, actions, damages and liabilities of
any kind and nature arising from bodily injury, including death, or property damage, based or
asserted upon any actual or alleged act or omission of VENDOR, its employees, agents, or
subcontractors, relating to or in any way connected with the accomplishment of the work or
performance of services under this Agreement, unless the bodily injury or property damage was
actually caused by the sole negligence of the CITY, its elected officials, employees, agents or
VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND
TELEPACIFIC COMMUNICATIONS FOR PRIMARY RATE INTERFACE PHONE CONNECTIONS
Page 2 of 8
2014-394
"Exhibit A"
representatives. As part of the foregoing indemnity, VENDOR agrees to protect and defend at
its own expense, including attorney's fees, the CITY, its elected officials, employees, agents or
representatives from any and all legal actions based upon such actual or alleged acts or
omissions. VENDOR hereby waives any and all rights to any types of express or implied
indemnity against the CITY, its elected officials, employees, agents or representatives, with
respect to third party claims against the VENDOR relating to or in any way connected with the
accomplishment of the work or performance of services under this Agreement.
5. INSURANCE.
5.1 Minimum Scope and Limits of Insurance. VENDOR shall obtain and maintain
during the life of this Agreement all of the following insurance coverage:
(a) Comprehensive general liability, including premises-operations,
products/completed operations, broad form property damage, blanket
contractual liability, personal injury with a policy limit of not less than One
Million Dollars ($1,000,000.00), combined singles limits, per occurrence and
aggregate.
(b) Automobile liability for owned vehicles, hired, and non-owned vehicles, with
a policy limit of not less than One Million Dollars ($1,000,000.00), combined
single limits, per occurrence and aggregate.
(c) Worker's compensation insurance as required by the State of California.
5.2 Endorsements. The comprehensive general liability insurance policy shall contain
or be endorsed to contain the following provisions:
(a) Additional insureds: "The City of San Bernardino and its elected and
appointed boards, officers, agents, and employees are additional insureds with
respect to this subject project and contract with City."
(b) Notice: "Said policy shall not terminate, nor shall it be cancelled, nor the
coverage reduced, until thirty (30) days after written notice is given to City."
(c) 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."
5.3 Certificates of Insurance. VENDOR shall provide to CITY certificates of
insurance showing the insurance coverages and required endorsements described
above, in a form and content approved by CITY, prior to performing any services
under this Agreement.
5.4 Non-limiting. Nothing in this Section shall be construed as limiting in any way,
the indemnification provision contained within this Agreement, or the extent to
VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND
TELEPACIFIC COMMUNICATIONS FOR PRIMARY RATE INTERFACE PHONE CONNECTIONS
Page 3 of 8
2014-394
"Exhibit A"
which VENDOR may be held responsible for payments of damages to persons or
property.
6. NON-DISCRIMINATION.
In the performance of this Agreement and in the hiring and recruitment of employees, VENDOR
shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in
employment of persons because of their race, religion, color, national origin, ancestry, age,
mental or physical disability, medical condition, marital status, sexual gender or sexual
orientation, or any other status protected by law.
7. INDEPENDENT CONTRACTOR.
VENDOR shall perform work tasks provided by this Agreement, but for all intents and purposes
VENDOR shall be an independent contractor and not an agent or employee of the CITY.
VENDOR shall secure, at its expense, and be responsible for any and all payment of Income
Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation,
and other payroll deductions for VENDOR and its officers, agents, and employees, and all
business 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, documents, correspondence, or other communication concerning this Agreement or
the services provided hereunder may be provided by personal delivery or U.S. Mail. If personally
delivered the notice shall be deemed delivered at the time of the personal delivery. If sent by
U.S. Mail the notice shall be deemed delivered forty-eight (48) hours after deposit in the U.S.
Mail as reflected by the official U.S. postmark.
TO THE CITY: TO THE VENDOR:
Larry R. Martin Artemis Garakanian
IT 4th floor TelePacific Communications
300 N. D St. 515 S. Flower St. 47th Floor
San Bernardino, Ca. 92418 Los Angeles, CA. 90017
Either PARTY may change the address for delivery of notices by sending notice of the change to
the other PARTY in conformity with this Section.
VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND
TELEPACIFIC COMMUNICATIONS FOR PRIMARY RATE INTERFACE PHONE CONNECTIONS
Page 4 of 8
2014-394
"Exhibit A"
10. ATTORNEYS' FEES
In the event that litigation is brought by any PARTY in connection with this Agreement, the
prevailing party shall be entitled to recover from the opposing party all costs and expenses,
including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its
rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions
hereof. The costs, salary and expenses of the City Attorney and members of his/her office in
enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the
purposes of this paragraph.
11. ASSIGNMENT.
VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or
any part of the VENDOR's interest in this Agreement without CITY's prior written consent.
Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute
a breach of this Agreement and cause for the termination of this Agreement. Regardless of
CITY's consent, no subletting or assignment shall release VENDOR of VENDOR's obligation
to perform all other obligations to be performed by VENDOR hereunder for the term of this
Agreement.
12. VENUE.
The parties hereto agree that all actions or proceedings arising in connection with this Agreement
shall be tried and litigated either in the Superior Court of the State of California for the County of
San Bernardino or the United States 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 and construed under the laws of the State of California
without giving effect to that body of laws pertaining to conflict of laws.
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.
VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND
TELEPACIFIC COMMUNICATIONS FOR PRIMARY RATE INTERFACE PHONE CONNECTIONS
Page 5 of 8
2014-394
"Exhibit A"
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 delay or failure of either PARTY to require performance or compliance of the other of any
of its obligations under this Agreement 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 made in writing and signed by a duly authorized representative of the PARTY
against whom it is sought. The waiver of any right or remedy with respect to any occurrence or
event shall not be deemed a waiver of such right or remedy with respect to any future
occurrences or events and shall not be deemed a continuing waiver.
18. ENTIRE AGREEMENT.
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.
19. COUNTERPARTS.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, but all of which, taken together, shall constitute one and the same agreement. In the
event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf'
format data file, such signature shall create a valid and binding obligation of the PARTY
executing (or on whose behalf such signature is execute) with the same force and effect as if
such facsimile or".pdf' signature page were an original thereof.
20. AMENDMENT.
No amendment to this Agreement will be effective unless it is in writing and signed by both
PARTIES.
21. CORPORATE AUTHORITY.
VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND
TELEPACIFIC COMMUNICATIONS FOR PRIMARY RATE INTERFACE PHONE CONNECTIONS
Page 6 of 8
2014-394
"Exhibit A"
Each person 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.
22. COMPLIANCE WITH LAW.
VENDOR agrees to abide by all federal, state, and local laws, ordinances and regulations.
23. FORCE MAJEURE.
A PARTY shall not be liable for any failure or delay in the performance of this Agreement for
the period that such failure or delay is due to causes beyond its reasonable control, including but
not limited to acts of God, war, strikes or labor disputes, embargoes, governmental orders or any
other force majeure event.
24. RESPONSIBILITY FOR ERRORS.
VENDOR shall be responsible for its work and results under this Agreement. VENDOR, when
requested by CITY, shall furnish clarification and/or explanation as may be required by 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 necessary services to rectify and correct the matter to the
sole satisfaction of CITY and to participate in any meeting required with regard to the correction.
25. ORDER OF PRECEDENCE.
In the event of any inconsistency or conflict in this Agreement and any of the attached Exhibits
or Attachments,the terms set forth in this Agreement shall prevail.
26. CONSTRUCTION.
The PARTIES have participated jointly in the negotiation and drafting of this Agreement. In the
event an ambiguity or question of intent or interpretation arises with respect to this Agreement,
this Agreement shall be construed as if drafted jointly by the PARTIES and in accordance with
its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any
Party by virtue of authorship of any of the provisions of this Agreement.
HI
VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND
TELEPACIFIC COMMUNICATIONS FOR PRIMARY RATE INTERFACE PHONE CONNECTIONS
Page 7 of 8
2014-394
"Exhibit A"
VENDOR SERVICES AGREEMENT BETWEEN
THE CITY OF SAN BERNARDINO AND
TELEPACIFIC COMMUNICATIONS FOR
PRIMARY RATE INTERFACE PHONE CONNECTIONS
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day
and date set forth below.
Dated: 92014 VENDOR: TelePacific Communications
By:
Its:
Dated 92014 CITY OF SAN BERNARDINO
By:
Allen Parker, City Manager
APPROVED AS TO FORM:
Gary D. Saenz, City Attorney
By:7!�11 ccl-�
VENDOR SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND
TELEPACIFIC COMMUNICATIONS FOR PRIMARY RATE INTERFACE PHONE CONNECTIONS
Page 8 of 8
2014-394
Attachment 11111111
T----=- 100"C iric
e Service Agreement
- . 1111 . --- -
C 47 A0 r A T 0 0 /W *
Section I Customer Information
Account Number(existing acct)
Company Legal Name(Individual if Sole Proprietorship City of San Bernardino
Doing Business As(DBA)
Contact Name and Title Larry Martin-Sr Network Administrator-,--"---..
Telephone Number 909-384-5947 Fax Number Email martin S It .or
Service Address: 300 N D ST ........
City SAN BERNARDINO State CA Zip 92418
Section 2 TelePacific Services
TelePacific will provide Customer with the specified type and amount of Services at the rates,and terms and conditions listed
below,and Customer shall accept and pay for Services under the Terms and Conditions to which Customer agreed on the
Telecommunications Account Agreement that governs this Service Agreement.
Monthly MRC Total Set-up NRC Total
Account QTY Recurring Charge
Description of Services Term Charge (NRC)
(Yrs) (MRC)
DID Numbers(blocks of 20) 3 13 $10.00 $130.00 $117.75 $1,530.75
Voice Only PRI (V) 3 3 $487.50 $1,462.50 $500.00 $1,500.00
FlexCheck Promo(Paid in 4 Equal Payments) 3 1 $0.00 $0.00 ($500.00) ($500.00)
Install Discount 3 1 $0.00 $0.00 $3,030.75) ($3,030.75)
CA Basic T-Pack 1000 3 3 $35.00 $105.00 $0.00 $0.00
Double Dash:DID Numbers(up to 100 additional) 3 1 ($100.00) ($100.00) $0.00 $0.00
Double Dash:T-Pack Minute Bundle 1000 3 3 ($35.00) ($105.00) $0.00 $0.00
Renewal 3 1 $0.00 $0.00 $0.00 $0.00
Waive LIDAC 3 1 $0.00 $0.00 $0.00 $0.00
GM Adjustment:Approved for Straight Renewal of(3)PRI' 3 1 $620.64 $620.64 $0.00 $0.00
Upsell:that currently have Trunk Max Promo 3 1 $0.00 $0.00 $0.00 $0.00
Sub Totals: $2,113.14 ($500.00)
LDAC,EUCC and EUCL: $112.50
Federal,State and Local Taxes and Other Charges will be applied in accordance with the definitions stated at
http://www.insidetelepacific.com/rates/rates4elepacific.asp.
Method of Payment:ACH(Automated Clearing House)By selecting this payment method,you agree to allow
TelePacific to deduct your monthly balance in full through an electronic payment system.
IN WITNESS WHEREOF each Party hereto has caused this Service Agreement to be executed by its duly authorized
representative.
v103012 276574-101514 Page 1 of 2
2Ol4-394
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Sales Representative Name Phone
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