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RESOLUTION NO. 2018-25
RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN
BERNARDINO, CALIFORNIA, AUTHORIZING THE CITY MANAGER TO
EXECUTE A VENDOR SERVICE AGREEMENT WITH CALIFORNIA WATERS
DEVELOPMENT INC. FOR THE REPLACEMENT OF THE NUNEZ PARK POOL
FILTRATION SYSTEM
WHEREAS, on March 20, 2017, Resolution Number 2017-045 was approved by the
I Mayor and Common Council; and,
WHEREAS, the Vendor Service Agreement as part of the above Council Action, was
not fully executed within 60 days as required by the Resolution.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. A contract is hereby awarded to California Waters Development Inc. in
an amount not to exceed $63,479.00, which includes a contingency amount of $5,000.00.
SECTION 2. The City Manager or her designee is hereby authorized and directed to
execute a Vendor Service Agreement with California Waters Development Inc., a copy of
which is attached hereto and incorporated herein by reference as though set forth at length and
marked as Exhibit "A."
SECTION 3. This contract and any amendment or modifications thereto shall not
take effect or become operative until fully signed and executed by the parties and no party
shall be obligated hereunder until the time of such full execution. No oral agreements,
amendments, modifications or waivers are intended or authorized and shall not be implied
from any act or course of conduct of any party.
SECTION 4. The authorization to execute this contract is rescinded if the parties to
I the contract fail to execute it within ninety (90) days of passage of this Resolution.
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RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN
BERNARDINO, CALIFORNIA, AUTHORIZING THE CITY MANAGER TO
EXECUTE A VENDOR SERVICE AGREEMENT WITH CALIFORNIA WATERS
DEVELOPMENT INC. FOR THE REPLACEMENT OF THE NUNEZ PARK POOL
FILTRATION SYSTEM
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor
and City Council of the City of San Bernardino at a Joint Regular Meeting thereof, held on the
7th day of February 2018, by the following vote, to wit:
Council Members: AYES NAYS
MARQUEZ ` k�
BARRIOS X
VALDIVIA
SHORETT
x N
NICKEL
RICHARD_
MULVIHILL
X�
ABSTAIN ABSENT
�1
Georgeann Hinna, CMC i. Clerk
The foregoing Resolution is hereby approved this 7th day of February 2018.
R. Carey Davi,/, Mayor
City of San Blemardino
Approved as to form:
Gary D. Saenz, City Attorney
By:
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VENDOR SERVICE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO
AND CALIFORNIA WATERS DEVELOPMENT INC. FOR THE REPLACEMENT OF
NUNEZ PARK POOL FILTRATION SYSTEM
This Vendor Service Agreement is entered into this 7th day of February 2018
("EFFECTIVE DATE"), by and between California Waters Development Inc., dba
California Waters, ("VENDOR") and the City of San Bernardino ("CITY" or "San
Bernardino').
WITNESSETH:
WHEREAS, the Nunez Park Pool, located at 1717 W. 5th Street, San Bernardino,
California 92410 is comprised of a park and a pool (hereafter referred to as "the Pool");
WHEREAS, the Pool is in need of filtration system replacement, and the Mayor and City
Council of CITY has determined that it is advantageous and in the best interest of the City
contract for the replacement of the pool filtration systems;
WHEREAS, after soliciting three (3) bids for the replacement of the pool filtration
systems from available vendors, CITY has determined that VENDOR can best meet CITY's
needs;
WHEREAS, no official or employee of CITY has a financial interest, within the
provisions of California Government Code § 1090-1092, in the subject matter of this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. SCOPE OF SERVICES.
For the remuneration stipulated, CITY hereby engages the services of VENDOR to
replace the pool filtration system at the Pool as set forth in CITY's RFQ F-16-12 (dated
December 27, 2016), attached hereto and incorporated herein as Exhibit "A" ("Services").
Services will not be deemed complete until CITY confirms, in writing, that all products and
services are in place and the system is operating. VENDOR shall remove and dispose of all
rubbish, debris, waste, dust, or surplus materials that accumulate through the course of this
Agreement. CITY may elect if required, upon written notice to VENDOR, to perform cleanup,
the cost for which will be deducted from the Agreement amount.
2. COMPENSATION AND EXPENSES.
a. For the services delineated above, the CITY, upon presentation of an invoice, shall
pay the VENDOR an amount of $58,479.10, pursuant to the rates set forth in
VENDOR's response to RFQ F-16-12, attached hereto and incorporated herein as
Exhibit `B", with one exception that the VENDOR is to provide two new Triton
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TR100 sand filters in lieu of the City providing two used EPD filters for the Nunez
Wading Pool.
b. No other expenditures made by VENDOR shall be reimbursed by CITY.
3. TERM; TERMINATION.
All work shall be fully completed within 90 days from the receipt of the two Triton
filters, but no later than the 2018 Swim Season Opening of June 1, 2018. This Agreement may be
terminated at any time by thirty (30) days' written notice by either parry. The terms of this
Agreement shall remain in force unless amended by written agreement of the parties prior to the
expiration of the Agreement.
4. INDEMNITY.
VENDOR agrees to and shall indemnify and hold 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 at 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 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 attorneys' fees, CITY, its elected officials, employees, agents or
representatives from any and all legal actions based upon such actual or alleged acts or
omissions. VENDOR shall defend, indemnify, and hold CITY, its elected officials, officers,
employees, and agents free and harmless from any claim or liability arising out of any failure of
alleged failure of VENDOR to comply with the Prevailing Wage Laws. VENDOR hereby
waives any and all rights to any types of express or implied indemnity against 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
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 of any change or termination in
the policy.
6. NON-DISCRIMINATION.
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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, and maintain a business registration
certificate pursuant to Title 5 of the Municipal Code, and any other licenses, permits,
qualifications, insurance and approval of whatever nature which are legally required of
VENDOR to practice its business or profession.
9. PREVAILING WAGE AND LABOR CODE REQUIREMENTS.
VENDOR is aware of the requirements of California Labor Code Section 1720, et seq.,
and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq.,
("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the
performance of other requirements on certain "public works" and "maintenance" projects. If the
Services under this Agreement are being performed as part of an applicable "public works" or
"maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is
$ 1,000 or more, VENDOR agrees to fully comply with such Prevailing Wage Laws.
10. 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:
Parks, Recreation & Community
Services Department
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TO THE VENDOR:
California Waters Development Inc.
Jeffrey Barman
201 N `B" Street, Suite 301 23311 E. La Palma Ave.
San Bernardino, CA 92418 Yorba Linda, CA 92887
Telephone: (909) 384-5233 (949) 528-0900
11. 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 Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the
purposes of this paragraph.
12. 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.
13. 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.
14. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of California.
15. 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.
16. HEADINGS.
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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.
17. 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.
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 manner
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: fell(� , 2018
Date '2018
VENDOR
B
Its:
CITY OF SAN BERNARDINO
By: mill "
Andrea M. Miller, City Manager
Approved as to Form by:
Gary D. Saenz, City Attorney
TEST:
Georgeann HeAna, CMC, it Jerk
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