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HomeMy WebLinkAbout2019-289Resolution No. 2019-289 RESOLUTION NO. 2019-289 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH LEHR AUTO ELECTRIC; AUTHORIZE THE DIRECTOR OF FINANCE TO CARRY OVER FUNDS FROM THE SAN MANUEL COMMUNITY CREDIT FY 2018-19 ADOPTED BUDGET IN THE AMOUNT OF $230,000 FROM THE SMALL TOOLS, MISCELLANEOUS EQUIPMENT AND MOTOR VEHICLES TO THE FY 19-20 ADOPTED BUDGET TO MISCELLANEOUS EQUIPMENT; AND ISSUE A PURCHASE ORDER IN AN AMOUNT NOT TO EXCEED $230,000 WHEREAS, the City is required to install ALPR cameras per the San Manuel Community Credit Fund Restricted Grant Agreement; and WHEREAS, the City currently has eight ALPR camera systems installed using the Vigilant Solutions network; and WHEREAS, LEHR Auto Electric is the only sole source provider of Vigilant products for the San Bernardino Police Department. BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. The above recitals are true and correct and are incorporated herein by this reference. SECTION 2. The City Manager is hereby authorized to execute a Professional Services Agreement, attached hereto as "Exhibit A," between LEHR Auto Electric and the City of San Bernardino. SECTION 3. The Director of Finance is hereby authorized to amend the FY 2019/20 Adopted Budget, revenue and expenditures, and issue a purchase order to LEHR Auto Electric to purchase ALPR cameras, maintenance, and service not to exceed $230,000. SECTION 4. That the City Council finds this Resolution is not subject to the California Environmental Quality Act (CEQA) in that the activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty, as in this case, that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. Resolution No. 2019-289 SECTION 5. Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications, and to this end the provisions of this Resolution are declared to be severable. SECTION 6. Effective Date. This Resolution shall become effective immediately. APPROVED and ADOPTED by the City cil signed by the Mayor and attested by the City Clerk this I e day of September 2019. L_ John Valdivia, Mayor !, City of San Bernardino Attest: _. Georgeann iani a, MMC, City Clerk Approved as to form: Gary D. Saenz, City Attorney Resolution No. 2019-289 CERTIFICATION STATE OF CALIFORNIA) COUNTY OF SAN BERNARDINO) ss CITY OF SAN BERNARDINO ) I, Georgeann Hanna, MMC, City Clerk, hereby certify that the attached is a true copy of Resolution No. 2019-289, adopted at a regular meeting held on the 18t' day of September 2019 by the following vote: Council Members: SANCHEZ MARRA FIGUEROA SHORETT NICKEL RICHARD MULVIHILL AYES NAYS ABSTAIN ABSENT x x Y X Y WITNESS my hand and official seal of the City of San Bernardino this 18a' day of September 2019. r , f Ceosrgeann Hance MMC, City Clerk ti PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND LEHR AUTO ELECTRIC This Agreement is made and entered into as of September 18, 2019, by and between the City of San Bernardino, a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, CA 92401 ("City"), and LEHR Auto Electric, a Corporation with its principal place of business at 4707 Northgate Blvd, Sacramento, CA 95834 (hereinafter referred to as "Consultant"). City and Consultant are hereinafter sometimes referred to individually as "Party" and collectively as the "Parties." RECITALS A. City is a public agency of the State of California and is in need of professional services for the following project: PROVIDE AUTOMATATED LICENSE PLATE READER HARDWARE, SOFTWARE, MAINTENANCE, AND ACCESS TO THE VIGILANT SOLUTIONS NETWORK. (hereinafter referred to as "the Project"). B. Consultant is duly licensed and has the necessary qualifications to provide such services. C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein. AGREEMENT NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. Incorporation of Recitals. The recitals above are true and correct and are hereby incorporated herein by this reference. 2. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as "Exhibit A." 3. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel identified in their proposal. Consultant warrants that Consultant 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 Consultant's performance of this Agreement. Consultant further represents that no City employee will provide any services under this Agreement. 4. Compensation. a. Subject to paragraph 4(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in "Exhibit A." b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $210,365. This amount is to cover all related costs, and the City will not pay any additional fees for printing expenses. Consultant may submit invoices to City for approval. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant'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. 5. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other parry indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. 6. Term. This Agreement shall commence on the Effective Date and continue through the completion of services as set forth in "Exhibit A," unless the Agreement is previously terminated as provided for herein ("Term"). 7. Maintenance of Records; Audits. a. Records of Consultant's services 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 four (4) years from the Effective Date. b. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City. 8. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed. Consultant shall complete the services required hereunder within Term. 9. DeIgn in Performance. a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint. b. Should such circumstances occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Parry describing the circumstances preventing continued performance and the efforts being made to 2 resume performance of this Agreement. 10. Com liance with Law. a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. C. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement. 11. Standard of Care. Consultant's services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 12. Conflicts of Interest. During the term of this Agreement, Consultant shall at all times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the City. 13. City Business Certificate. Consultant shall, prior to execution of this Agreement, obtain and maintain during the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City's Municipal Code and any and all other licenses, permits, qualifications, insurance, and approvals of whatever nature that are legally required of Consultant to practice his/her profession, skill, or business. 14. Assi hent and Subconsultant. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder. 15. Indoendent Consultant. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. 16. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. 3 a. Additional Insured The City of San Bernardino, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Consultant's and its subconsultants' policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents. b. Commercial General Liability (i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following: Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. for the following: (iii) Commercial General Liability Insurance must include coverage (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability (5) Aggregate Limits that Apply per Project (6) Explosion, Collapse and Underground (UCS exclusion deleted (7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage (9) Independent Consultants Coverage (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. (v) The policy shall give City, its elected and appointed officials, officers, employees, agents, and City -designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. C. Automobile Liability ILI (i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non -owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). (iii) The policy shall give City, its elected and appointed officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. d. Workers' Compensation/Employer's Liability (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer's Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section. C. Professional Liability (Errors and Omissions At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. f. Minimum Policy Limits R uired (i) The following insurance limits are required for the Agreement: E Combined Single Limit Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 per occurrence for bodily injury and property damage Employer's Liability $1,000,000 per occurrence Professional Liability $1,000,000 per claim and aggregate (errors and omissions) (ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. g. Evidence Required Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25- S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. h. Policy Provisions Rgquired (i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant's policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. 6 (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims -made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. i. Qualifying Insurers (i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: (1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than ANII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. j. Additional Insurance Provisions (i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. 7 (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. k. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 17. Indemnification. a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), indemnify and hold the City, its elected and appointed officials, officers, employees, agents, and authorized volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, "Claims") in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's services, the Project, or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys' fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, the City Council, members of the City Council, its employees, or authorized volunteers. b. Additional Indemnity Obligations. Consultant shall defend, with counsel of City's choosing and at Consultant's own cost, expense and risk, any and all Claims covered by this section that may be brought or instituted against the City, its elected and appointed officials, employees, agents, or authorized volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against the City, its elected and appointed officials, employees, agents, or authorized volunteers as part of any such claim, suit, action or other proceeding. Consultant shall also reimburse City for the cost of any settlement paid by the City, its elected and appointed officials, employees, agents, or authorized volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for the City's attorney's fees and costs, including expert witness fees. Consultant shall reimburse the City, its elected and appointed officials, employees, agents, or authorized volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to 8 insurance proceeds, if any, received by the City, its elected and appointed officials, employees, agents, or authorized volunteers. 18. California Labor Code Requirements. Consultant is aware of the requirements of California Labor Code Sections 1720 et s2g. 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 are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages, employment of apprentices, hours of labor and debarment of contractors and subcontractors. If the Services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. 19. Verification of Employment Eligibili By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same. 20. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California. 21. Termination or Abandonment a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days' written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs 9 other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work. b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days' written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant. 22. Attornevs' 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's Office in enforcing this Agreement on behalf of the City shall be considered as "attorneys' fees" for the purposes of this Agreement. 23. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, 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 Consultant's professional services occurs, Consultant shall, at no cost to City, provide all other services necessary to rectify and correct the matter to the sole satisfaction of the City and to participate in any meeting required with regard to the correction. 24. Prohibited Employment. Consultant shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect. 25. 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. 26. Documents. Except as otherwise provided in "Termination or Abandonment," above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. 27. Or4anization. Consultant shall assign a Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City. 28. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above. 29. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof - CITY: CONSULTANT: 10 City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: Teri Ledoux, City Manager With Copy To: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: City Attorney LEHR Auto Electric 4707 Northgate Blvd. Sacramento, CA 95834 Attn: Kelley Brophy 30. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant. 31. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 32. Entire A rent. This Agreement, including Exhibit "A," represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered }iereunder. Each Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This is an integrated Agreement. 33. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, 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. 34. Successors and AssiMss. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void. 35. Non -Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party 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 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 11 waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 36. Time of Essence. Time is of the essence for each and every provision of this Agreement. 37. 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. 38. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement. 39. City's Riglit to Employ Other Consultants. City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects. 40. Prohibited Interests. Consultant maintains and warrants that it has neither employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 41. 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 single Agreement. 42. 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. [SIGNATURES ON FOLLOWING PAGE] 12 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND LEHR AUTO ELECTRIC IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF SAN BERNARDINO Approved By: Teri Ledoux City Manager Approved as to Form: ****Approved Form**** Gary D. Saenz City Attorney Attested By: ,�LGeora, MMC City Clerk . CONSULTANT 13 c roc , Title PROJECT QUOTATION Will 1U 14 --OmqN AACCP EY LEHPAU1 CERTIFICATE OF LIABILITY INSURANCE op IDE AK DATE paImwn-YYI 10/15/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERft AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT. If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WANED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A staten rlt on this certificate does not confer rights to the certilical a hokler in lieu of such endomemen s . PRODUCER 668383-2274 . GT House Account Autom otive 5 Aftermarket Svcs 151 N Sunrise Ave N016 PRONE 8884183-2274 - uExe! No : SSS -383-2211 EawrAd cs aaslns.rN'tt Roseville, CA 95661 1 AFEQRDIRQ COVERAGE MAIC NISUPMA:Oak IMver Insurance Company 34630 msIIRED eLSI.iER s. nlersfate Fire & Casualty CO 22829 ��,a +�� s5SM asuNERc:Fireman's Fund Insurance Co 21873 NISUMR D NMANS]tE: CLAIMS -MADE EKOCCUR NMMM F : i. RMMAexDCD. i2Fv _CLAM rdI HMRFR! THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SI4O_WN MAY HAVE BEEN REDUCED BY PAID CLANS. LNC TYPE OF INSUPANCE AO SUB POLICY NUMBER f=UrEPP POLICY EKP LNaTS B X COMMERCIAL GENERAL LIABILITY EKM OCCURRENC E 1,000,000 ���� M A one arson 1,000,000 20,000 CLAIMS -MADE EKOCCUR X t�07S26876 OSJ01/Z019 85110112020Dm"A�s PERSONAL S ADV INJURY 11000,000 eENL AGGREGATE Lear APPLIES PER: POLICY F-1 LOC GENERAL AGGREGATE 3 21000,000 PRODUr4TS _COMP P, 2,000,000 C OTHER- AUTONO LNUIRM COMBINED SINGLE LIMIT 1,000,000 ANY AUTO LUAS0339922 0510112019 OSM112020 BouLy INJURY Per BODILY INJURY r aWde OWM® X SCHEDULED AUTOS ONLY AUTOS X AUios ONLY X ATOS OM.Y OPER�Y MAGE era ■n C X UNNRELLA LY18 OCCUR JJ EACH OCCURRENCE S,000,OtN RELATE LJAN CLAIMS -MADE GX2'4759409 I05ro1/2019 0510112020 DED RETENTION$ OT"- A AN W� X PSTMATUTE T111fC032396 05101/2019 05/01120 L 20 EEACH c IDE AKYPROPRIETORFARTN NIA y��MMEXCWDM EROUR117IIVE E.L. DISEASE - EA EMPL NresCR,'klPT eurdFsrPERA LIWIT IP71 N 1,000,000 000 1,.000 1,0�r000 g=RIPTIDN OF OPERATIONS I LOCATIONS I VEHM ES (AeORD111%Addidanel Noundw Bshsdras, may be aNadied Unarm all90e Is nqulndi Il CA Operations. City of San Bernardino 209 North "D" Street San Bernardino, CA 82401 SHOULD ANY OF THE ABOVE DESCWBED POLICIES BE CANCELLED BEFORE y THE EXPIRATION DATE THEREOF, NOTICE W LL BE DEUNIERE) IN ACCORDANCE V IT I THE POLICY PROVISIONS. i AU HONRED 11EM68ENTATNE ACORD 26 (2016103'1986-2015 RD CORPORATION. All rights reserved. The ACORD name and logo are mgisle d marks of ACORA Additional Insured - Vendors - CG 20 15 04 13 Policy Amendments) Commercial General Liability Insured; SPECIALTY EQUIPMENT INSURMCE ALLI►.NCE Policy Number: Proms: ALLWNT INSURANCE SERVICES INC Effective Date: This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part Products/Completed Operations Liability Coverage Part Schedule Name Of Additional Insured Person(s) Or Organization(s) (Vendor) City of San Bernardino 290 North "D " Street San Bernardino, CA 92401 MXG07326876 09-13-2016 Your Products Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A Section II - Who Is An Insured is amended to include as an .additional insured any person(s) or organization(s) (referred to throughout this endorsement as vendor) shown in the Schedule, but only with respect to bodily injury or property damage arising out of your products shown in the Schedule which are distributed or sold in the regular course of the vendor's business. However: 1. The insurance afforded to such vendor only applies to the extent permitted by law, and 2. If coverage provided to the vendor is required by a contract or agreement, the insurance afforded to such vendor will not be broader than that which you are required by the contract or agreement to provide for such vendor. B. with respect to the insurance afforded to these vendors, the following additional exclusions apply: 1. The insurance afforded the vendor does not apply to: a. Bodily injury or property damage for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; This Form must be attud wd do Change Endorsement when issued after the policy is written. One of the Fhvmaa's Fund imurs acs Companies as named in the policy Secretary President CGMIS 413 P 1 of 2 + rmursaee Services o1Fm roc— 2012 b- Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor, d- Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacta rer, and then repackaged in the original container, e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products, C. £ Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of Bre product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. Bodily injury or property damp arising out of the sole negligence of the vendor for its own ads or omissions or those of its employees or anyone else acting on its behalf However, this exclusion does not apply to: (1) The exceptions contained in Sub- paragraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, fiom whom you have acquired such products, or any ingredient, gait or container, entering into, dying or containing such products. With respect to the insurance afforded to these vendors, the following is added to Section III - Limits Of Insurance: If coverage provided to the vendor is required by a contract or agreement, the most we will pay on behalf of the vendor is fire amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of insurance shown in the Declarations. OG2015 4-13 Page 2 of 2 + rngurnm swrim officc. I=, 2012 �ruARA'IO CITY OF SAN BERNARDINO ^^ G BUSINESS REGISTRATION CERTIFICATE APPLICATION �CITY HALL 290 NORTH "D" STREET, SAN BERNARDINO, CA 92401 'f OFFICE 201 N. E SL. I" FLR, SAN BERNARDINO, CA 92401 °f i�t.l, LS ��MAILING P.O. BOX 1318, SAN BERNARDINO, CA 92402 PHONE: (909) 384-5302 ACCOUNT NO. THE FOLLOWING IS PUBLIC INFORMATION: BNew ❑Renewal ❑Other City of San Bernardino Business Start Date: October 1, 2019 Name ofBusiness/DBA: Stommel Inc DBA Lehr Auto Location of Business: 1370 North MCCan St Address (CANNOT BE P.O.BOX) Mailing Address: 4707 Northgate Blvd Ahaheim, City Sacramento, CLASS: Ca 92806 State Zip Code Ca 95834 Address f City State Zip t Name of Owner/Corporation: Jim Stommel Business Phone#: 916 646 66226 (Attach separate sheet for corporate officers/partners) Description of Business/ Products Sold: Emergencey vehicle parts/supplies/ computers to upfit emergency vehicles Business Type: ❑Sole Ownership ❑Partnership ®Corporation ❑LLC Contractor's State License I State Sales Tax #: Contractor's License Expiration Date: Number of Employees: THE FOLLOWING IS CONFIDENTIAL INFORMATION: STATE LAW REQUIRES THE CITY TO OBTAIN INFORMATION FROM THE BUSINESSES IT REGISTERS AND TRANSMIT IT TO THE STATE FRANCHISE TAX BOARD. YOUR COMPLETION OF THE INFORMATION REQUESTL-D ON THIS APPLICATION IS APPRECIATED, AND WILL ELIMINATE THE NEED FOR A FRANCHISE TAX BOARD INVESTIGATOR TO CONTACT YOU TO OBTAIN THIS INFORMATION. THE FOLLOWING MAY BE RELEASED ONLY TO A TAXING AUTHORITY OR ANYONE WITH A COURTORDER DEMANDING SAME (SAN BERNARDINO MUNICIPAL. CODE SECTION 5.04.021 } OWNER/CORPORATE OFFICE CONTACT INFORMATION 4707 Northgate Blvd Sacramento Ca 95834 Residence Address City State Zip Code 916 646 6626 _ Home Phone # Driver's License # Date of Birth S corporation 61 1499917 Ca Social Security/MN# Partnership/Corporation Tax I.D. # State 61 1499917 / CA 2855852 IRState ®Federal Employer Identification # kathryn@lehrauto.com E-mail address 013 -mail Renewals Only I DECLARE, UNDER THE PENALTY OF PERJURY, THAT THIS APPLICATION HAS BEEN EXAMINED BY ME AND TO THE BEST OF MY KNOWLEDGE AND BELIEF IS A TRUE, CORRECT AND COMPLETE STATEMENT OF FACTS. SIGNATURE (X) Owner doriw� Rcpresonlative (PoTE: APPLICATION CANNOT BE ACCEPTED OR PROCESSED WITIIOUT A SIGNATURE.) For Office Use Only COMPUTATION FEE OF FEES: AMOUNT GROSS RECEIPTS: (PREVIOUS 12 MONTHS) $ PRIOR YEAR ADJUSTMENT' $ ___._._._.. ,. FLAT RATE: $ NUMBER OF VEHICLES/ GAMES OR VENDING MACHINES: $ PENALTY: % $ EXT.ENF. FEE: % $ OTHER $ STATE MANDATED DISABILITY ACCESS AND EDUCATION FUND: TOTAL AMOUNT DUE: $ MAKE CHECK OR MONEY ORDER PAYABLE TO THE CITY OFSAN BERNARDINO CREDIT/DEBIT CARD ACCEPTED (ADDITIONAL FEES APPLY) Expiration Date: Amount: S Check #: Date: By: Rev 06/12/2017 .a9 Request for Taxpayer Give the Form (Rev. October 20111Q Identification Number and Certification Form to requester. Do not oepertnrera �0T—+y send to the IRS. Internal F%karreSendoa ► Go to www.1rsgov/F6rmW9 for Instructions and the latest Information. 1 Name (as shown on your Income tax return} Name is required on this rite; do not leave this line blank. Stommel Inc 2 Business name✓dsreganfed entity name, if different from above DBA Lehr locations are Sacramento Ca Pjttsbur Ca Anaheim Ca Hayward, Ca Salem Or 0 3 Check appropriate box for federal tax ciassiicatlon of the person whose name is entered on ire 1. Chock only one of the 4 Exemptions (codes apply only to is following seven crakes. certain entities, not individuals; see o ❑ IntiAduatbole proprietor or ❑ C corporation 0 S Corporation ❑ Partnership ❑ TrusVeslate hsisudbns on page 3): osingle -member LLC Exempt payee code (d any) ❑ Umited NW)My company. Enter the tax classification (C=C corporation. S=5 corporation, P=Partnership) ► g Note: Check the appropriate box In the line above for the tax classification of the single -member owner. Do not check LLC 9 the LLC Is classified -member LLC that Is disregarded from the the the LLC is Exemption from FATCA reporting s as a single owner unless owner of another LLC Drat Is not disregarded from the owner for U.S. federal tax purposes. OtImmulse, a single -member LLC that code (if any) is disregarded from the owner should check the appropriate box for the tax classification of its owner. ❑ Other (see Instructions) to- t%PPff•+noacmvxanumubwaerrdoerrrsl kp 5 Address (number, street and apt. or suite no.) See instructions. Requester's name and address (optionali N 4707 Notch ate Blvd ti Qty, state. and ZIP code Sacramento Ca 95834 7 List soeount number(s) here (optbnaQ JIM Taxpayer identscation Number TIN Enter your TIN in the appropriate box- The TIN provided must match the name given on line 1 to avoid social security number backup For individuals, this is generally your soda) security number (5SNr. However, for a alien. soling. resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other - m - entities, it Is your emobver Identification number (EIN). If you do not have a number, see How to stet a TIN, later. or Nota. If the account Is in more than one name, see the instructions for line 1. Also see What Name and I Employer identification number Number To Give the Requester for guidelines on whose number to enter. 6 1- I 1 1 4 1 9 1 9 1 9 1 1 1 7 Under penalties of perjury, 1 certify that- 1. hat 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be Issued to me); and 2.1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b)1 have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a rasLlt of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3.1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (If any) Indicating that I am exempt from FATCA reporting is correct. Certification instrucdotts. You must cross out Item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to repot all Interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part iI, later. -Vryrr signature of G Here General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest Information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to wwwJrs.gov/FbtmW9. Purpose of Form An Individual or entity (Form W-9 requester) who is required to fide an information return with the IRS must obtain your correct taxpayer Identification number MN) which may be your social security number (SSW Individual taxpayer identification number (ITIN), adoption taxpayer Identification number (ATIN), or employer Identification number (EIN), to report on an infomtaaon return the amount paid to you, or other amount reportable on an Information return. Examples of information returns Include, but are riot irnited to, the following. • Form 10994NT (interest earned or paid) • Form 1099 -DN (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-5 (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (tame mortgage interest), 1098-E (student loan interest, i 098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of wowed property) Use Form W-9 only if you are a U.S. person (Including a resident alien), to provide your correct TIN. It you do not return Form W-9 to the requester with a TIN, you might be subject to backup withhotdtng. See What is backup withholding, tater. Cal. No. 10231X Form W-9 (Rev. 10.2018) CDTFA-230 REV. 1 W17) GENERAL RESALE CERTIFICATE I HEREBY CERTIFY: STATE OF CALIFORNIA CALIFORNIA DEPARTMENT OF TAX AND FEE ADMINISTRATION California Resale Certificate 1. 1 hold valid seller's permit number: 100 718005 2. 1 am engaged in the business of selling the following type of tangible personal property: Emergency vehicle upfit parts and supplies vehicle lighting parts and supplies 3. This certificate is for the purchase from listed in paragraph 5 below. [Vendor's name] of the Rem(s) I have 4. 1 will resell the item(s) listed in paragraph 5, which I am purchasing under this resale certificate in the form of tangible personal property in the regular course of my business operations, and I will do so prior to making any use of the item(s) other than demonstration and display while holding the item(s) for sale in the regular course of my business. I understand that if I use the item(s) purchased under this certificate in any manner other than as just described, I will owe use tax based on each item's purchase price or as otherwise provided by law. 5. Description of property to be purchased for resale: Emergency vehicle upfit parts and supplies vehicle lighting parts and supplies 6. 1 have read and understand the following: For Your Information: A person may be guilty of a misdemeanor under Revenuer and Taxation Code section 6094.5 if the purchaser knows at the time of purchase that he or she will not resell the purchased item prior to any use (other than retention, demonstration, or display while holding it for resale) and he or she furnishes a resale certificate to avoid payment to the seller of an amount as tax. Additionally, a person misusing a resale certificate for personal gain or to evade the payment of tax is liable, for each purchase, for the tax that would have been due, plus a penalty of 10 percent of the tax or $500, whichever is more. Stommel Inc DBA Lehr (locations Sacramento, Ca Pittsburg, Ca Hayward, Ca Anaheim, Ca) Kathryn Deering I Office Manager Corporate office: 4707 Northgate Blvd Sacramento, Ca 95834 ( 916 ) 569 8502 _ l 2/22/2019