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HomeMy WebLinkAbout2015-080 I RESOLUTION NO. 2015-80 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT 3 AND INCREASE TO ANNUAL PURCHASE ORDER NO. 2015-092 TO AN AMOUNT 4 NOT TO EXCEED $96,200 TO iWorQ SYSTEMS, INC. FOR CITY-WIDE PAVEMENT MANAGEMENT INVENTORY AND PAVEMENT DISTRESS/CURB 5 AND GUTTER IDENTIFICATION. 6 WHEREAS, iWorQ Systems, Inc. is the propriety vendor of the work order tracking 7 system used by the Public Works Department; and 8 WHEREAS, the pavement management inventory and pavement distress/curb and 9 10 gutter identification will provide an up-to-date assessment of the condition of all city streets 11 and will provide a list of curb and gutter segments that are missing throughout the City. 12 NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 13 14 SECTION 1. That the City Manager of the City of San Bernardino is hereby 15 authorized to execute on behalf of said City an Agreement between the City of San 16 Bernardino and iWorQ Systems, Inc., a copy of which is attached hereto, marked "Exhibit A" 17 and incorporated herein by reference as fully as though set forth at length. 18 SECTION 2. This purchase is exempt from the formal contract procedures of Section 19 20 3.040.010 of the Municipal Code, pursuant to Section 3.04.010,B-3 of said Code, "Purchases 21 approved by the Mayor and Common Council." 22 SECTION 3. That pursuant to this determination the Director of Finance or his/her 23 designee is hereby authorized to increase Annual Purchase Order No. 2015-92 to an amount 24 not to exceed $96,200. 25 SECTION 4. The purchase order shall reference this Resolution Number and shall 26 27 read, "iWorQ Systems, Inc. for pavement management inventory and pavement distress/curb 28 1 1 gutter identification of City streets, Purchase Order 2015-92 not to exceed $96,200" and shall 2 incorporate the terms and conditions of the agreement. 3 SECTION 5. The authorization to execute the above-referenced agreement is 4 rescinded if it is not issued within sixty(60) days of the passage of this resolution. 5 6 8 9 /// 10 12 13 14 15 16 17 /// 18 19 20 21 22 23 24 25 26 27 28 2 I RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 2 OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND INCREASE TO ANNUAL PURCHASE ORDER NO. 2015-092 TO AN AMOUNT 3 NOT TO EXCEED $96,200 TO iWorQ SYSTEMS, INC. FOR CITY-WIDE 4 PAVEMENT MANAGEMENT INVENTORY AND PAVEMENT DISTRESS/CURB AND GUTTER IDENTIFICATION. 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor 6 7 and Common Council of the City of San Bernardino at a joint regular meeting thereof, held on 8 the 20th day of April, 2015,by the following vote, to wit: 9 Council Members: AYES NAYS ABSTAIN ABSENT 10 MARQUEZ X 11 12 BARRIOS X 13 VALDIVIA X 14 SHORETT X 15 NICKEL X 16 JOHNSON X 17 18 MULV IHILL X 19 20 George Hanna, Ci Clerk 21 The foregoing resolution is hereby approved this day of April, 2015. 22 ) 23 R. CAREY AVIS, Mayor 24 City of San ernardino 25 Approved as to form: 26 GARY D. SAENZ, City Attorney 27 27 By 3 2015-80 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND iWorQ SYSTEMS INCORPORATED FOR PAVEMENT MANAGEMENT INVENTORY AND PAVEMENT DISTRESS IDENTIFICATION This VENDOR Service Agreement is entered into this 20th th day of April , 2015, by and between iWorQ Systems Incorporated ("VENDOR") and the City of San Bernardino ("CITY" or"San Bernardino"). WITNESSETH: WHEREAS, the Mayor and Common Council has determined that it is advantageous and in the best interest of the CITY to contract for pavement management inventory & pavement distress identification of CITY streets; and WHEREAS, the City of San Bernardino has determined that the vendor possesses the professional skills and ability to provide said services for the City; and NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated in Section 2, San Bernardino hereby engages the services of VENDOR to provide those services as set forth in its quote titled "Pavement Management Inventory & Pavement Distress Identification ", a copy of which is on file in the Public Works Department and a copy is attached hereto as Attachment "1" and incorporated here by this reference. 2. COMPENSATION AND EXPENSES. a. For the services delineated above, the CITY, upon presentation of an invoice, shall pay the VENDOR up to the amount of $80,000 for pavement management inventory &pavement distress identification. b. No other expenditures made by VENDOR shall be reimbursed by CITY. Exhibit"A" 1 2015-80 3. TERM; TERMINATION. This Agreement shall take effect upon the date indicated above and continue until the project is completed. This Agreement may be terminated at any time by thirty (30) days' written notice by either party. The terms of this Agreement shall remain in force unless amended by written agreement of the parties executed on or before the date of expiration of current term of the agreement. 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 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 service under this Agreement, unless the bodily injury or property damage was actually caused by the sole negligence of the City, its elected officials, employees, agents or representatives. As part of the foregoing indemnity, VENDOR agrees to protect and defend at its own expense, including attorney's fees the City, its elected officials, employees, agents or representatives from any and all legal actions based upon such actual or alleged acts or omissions. VENDOR hereby waives any and all rights to any types of express or implied indemnity against the City, its elected officials, employees, agents or representatives, with respect to third party claims against the VENDOR relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement. 5. INSURANCE. While not restricting or limiting the foregoing, during the term of this Agreement, VENDOR shall maintain in effect policies of comprehensive public, general and automobile Exhibit"A" 2 2015-80 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 conditions, 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, and maintain a business registration certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, Exhibit"A" 3 2015-80 qualifications, insurance and approval of whatever nature that are legally required of VENDOR to practice its business or profession. 9. NOTICES. Any notices to be given pursuant to this Agreement shall be deposited with the United States Postal Service, postage prepaid and addressed as follows: TO THE CITY: Public Works Director 300 North"D" Street San Bernardino, CA 92418 Telephone: (909) 384-5140 TO THE VENDOR: iWorQ Systems Incorporated 190 E. Center Logan, UT 84321 Telephone: (435-755-5126 Contact: Garyn Perrett 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. Attorney's fees for the City Attorney and members of his office shall be calculated based on market rate for comparable services. 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 Exhibit"A" 4 2015-80 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. 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. Exhibit"A" 5 2015-80 17. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supercedes any prior agreements and understandings relating to the subject manner of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. Exhibit"A" 6 2015-80 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND iWorQ SYSTEMS INCORPORATED FOR PAVEMENT MANAGEMENT INVENTORY AND PAVEMENT DISTRESS IDENTIFICATION IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: , 2015 iWorQ SYSTEMS INCORPORATED By: Its: Dated , 2015 CITY OF SAN BERNARDINO By: Allen J. Parker, City Manager Approved as to Form: Gary D. Saenz, City Attorney B y.7 Exhibit"A" 7 2015-80 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND iWorQ SYSTEMS INCORPORATED FOR PAVEMENT MANAGEMENT INVENTORY AND PAVEMENT DISTRESS IDENTIFICATION This VENDOR Service Agreement is entered into this20th th day of April , 2015, by and between iWorQ Systems Incorporated ("VENDOR") and the City of San Bernardino ("CITY" or"San Bernardino"). WITNESSETH: WHEREAS, the Mayor and Common Council has determined that it is advantageous and in the best interest of the CITY to contract for pavement management inventory & pavement distress identification of CITY streets; and WHEREAS, the City of San Bernardino has determined that the vendor possesses the professional skills and ability to provide said services for the City; and NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated in Section 2, San Bernardino hereby engages the services of VENDOR to provide those services as set forth in its quote titled "Pavement Management Inventory & Pavement Distress Identification ", a copy of which is on file in the Public Works Department and a copy is attached hereto as Attachment "1" and incorporated here by this reference. 2. COMPENSATION AND EXPENSES. a. For the services delineated above, the CITY, upon presentation of an invoice, shall pay the VENDOR up to the amount of $80,000 for pavement management inventory &pavement distress identification. b. No other expenditures made by VENDOR shall be reimbursed by CITY. Exhibit"A" 1 2015-80 3. TERM; TERMINATION. This Agreement shall take effect upon the date indicated above and continue until the project is completed. This Agreement may be terminated at any time by thirty (30) days' written notice by either party. The terms of this Agreement shall remain in force unless amended by written agreement of the parties executed on or before the date of expiration of current term of the agreement. 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 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 service under this Agreement, unless the bodily injury or property damage was actually caused by the sole negligence of the City, its elected officials, employees, agents or representatives. As part of the foregoing indemnity, VENDOR agrees to protect and defend at its own expense, including attorney's fees the City, its elected officials, employees, agents or representatives from any and all legal actions based upon such actual or alleged acts or omissions. VENDOR hereby waives any and all rights to any types of express or implied indemnity against the City, its elected officials, employees, agents or representatives, with respect to third party claims against the VENDOR relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement. 5. INSURANCE. While not restricting or limiting the foregoing, during the term of this Agreement, VENDOR shall maintain in effect policies of comprehensive public, general and automobile Exhibit"A" 2 2015-80 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 conditions, 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, and maintain a business registration certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, Exhibit"A" 3 2015-80 qualifications, insurance and approval of whatever nature that are legally required of VENDOR to practice its business or profession. 9. NOTICES. Any notices to be given pursuant to this Agreement shall be deposited with the United States Postal Service, postage prepaid and addressed as follows: TO THE CITY: Public Works Director 300 North"D" Street San Bernardino, CA 92418 Telephone: (909) 384-5140 TO THE VENDOR: iWorQ Systems Incorporated 190 E. Center Logan, UT 84321 Telephone: (435-755-5126 Contact: Garyn Perrett 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. Attorney's fees for the City Attorney and members of his office shall be calculated based on market rate for comparable services. 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 Exhibit"A" 4 2015-80 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. 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. Exhibit"A" 5 2015-80 17. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supercedes any prior agreements and understandings relating to the subject manner of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. /// /// Exhibit"A" 6 2015-80 VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND iWorQ SYSTEMS INCORPORATED FOR PAVEMENT MANAGEMENT INVENTORY AND PAVEMENT DISTRESS IDENTIFICATION IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: 5" , 2015 iWorQ SYSTEMS INCORPORATED By: G/�j• Its: Dated ' 2015 CITY OF SAN RNARDINO By: All J. Parker, City Manager Approved as to Form: Gary D. Saenz, City Attorney B y.7 Exhibit"A" 7