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HomeMy WebLinkAbout11-20-2024_Open Session_General comment_L, GeorgiaFrom:Georgia L To:PublicComments; Genoveva Rocha Cc:Council; Rochelle Clayton; Helen Tran; MayorsEvents; Kenesha Boyd; Attorney Subject:Documentation on Isolation Kennels and Leadership Concerns in Animal Services Date:Wednesday, November 20, 2024 2:23:12 PM Attachments:23-10865 Purchase of Dog Kennels for the Animal Shelter (All Wards) .pdf Attachment 4 - Sole Source Justification Form.pdf Attachment 5 - Sole Source Letter.pdf Attachment 2 - Quote San Bernardino City Runs.pdf Attachment 3 - Quote San Bernardino Double Deckers.pdf Attachment 1 - Shor-Line Goods Purchase Agreement.pdf Caution - This email originated from outside the City - Verify that the Email display name and Email address are consistent. - Use caution when opening attachments. Dear City Clerk, City Council Members, and City Manager, Please find attached email correspondence and supporting documents regarding the isolation kennels, which remained disassembled and unused for months despite being approved during the March 15, 2023, meeting for $185,000. These isolation kennels are only now being erected, following significant public outcry through social media, council meetings, and animal commission meetings. To provide context and clarity, I am including the following attachments: 1. March 15, 2023, Agenda – Documents the initial approval of the kennels. Below is a link to the agenda and video of the entire meeting: March 15, 2023 Agenda and Video 2. August 7, 2024, Agenda – Includes updated costs for construction and related details. Below is a link to the agenda and video of the entire meeting: August 7, 2024 Agenda and Video 3. Email correspondence with Public Works (October 2022) – Outlines what was needed and the approximate costs for the project. Preparing the site alone was estimated at $240,000, which I do not believe includes the required building and installation costs, and these remain unclear. 4. Public comment by Councilmember-elect Ortiz (July 24, 2024) – Made during the Animal Control Commission meeting, citing public records to shift blame to the City Council and Department of Public Works for delays, while absolving the Director of Animal Services. I am questioning where Councilmember-elect Ortiz obtained these “public records.” When I requested the same from the City Clerk’s office, I received a response stating no such request for these records exist (Page 7 of the PDF, dated August 28, 2024, 9:38 AM by Staff). CCM Elect Ortiz Public Comment Animal Control Commission meeting 07.24.24 5. Concern over single-source bid purchase – Raises significant questions about transparency and fiscal responsibility. Line 6 of the Justification of Single/Sole Source Request states that the department considered having the kennels built by a contractor but did not know the cost. Nearly two years later, the building is still not completed. Due to the volume of documents, I am unable to provide printed copies for each council member. I kindly request that these attachments be printed, shared, and made available to accompany my public comment today. This situation underscores a troubling lack of leadership and accountability within the Department of Animal Services, as well as issues with interdepartmental coordination. I hope the documentation provided will prompt meaningful action and bring much-needed transparency to this matter. Thank you for your time and attention. Sincerely, Georgia Lykouretzos 1 CITY OF SAN BERNARDINO GOODS PURCHASE AGREEMENT This Goods Purchase Agreement (“Agreement”) is entered into this 16th day of March 2023, by and between the City of San Bernardino, a charter city and municipal corporation organized under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, California 92401, County of San Bernardino, State of California (“City”), and Shor-Line, a CORPORATION, with its principal place of business at 511 Osage Ave, Kansas City, Kansas 66105 (“Supplier”). City and Supplier are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement. Section 1. DEFINITIONS. A. “Goods” means all machinery, equipment, supplies, items, parts, materials, labor or other services, including design, engineering and installation services, provided by Supplier as specified in Exhibit “A,” attached hereto and incorporated herein by reference. B. “Delivery Date(s)” means that date or dates upon which the Goods is to be delivered to City, ready for approval, testing and/or use as specified in Exhibit “B.” Section 2. MATERIALS AND WORKMANSHIP. When Exhibit “A” specifies machinery, equipment or material by manufacturer, model or trade name, no substitution will be made without City’s written approval. Machinery, equipment or material installed in the Goods without the approval required by this Section 2 will be deemed to be defective material for purposes of Section 4. Where machinery, equipment or materials are referred to in Exhibit “A” as equal to any particular standard, City will decide the question of equality. When requested by City, Supplier will furnish City with the name of the manufacturer, the performance capabilities and other pertinent information necessary to properly determine the quality and suitability of any machines, equipment and material to be incorporated in the Goods. Material samples will be submitted at City’s request. Section 3. INSPECTIONS AND TESTS. City shall have the right to inspect and/or test the Goods prior to acceptance. If upon inspection or testing the Goods or any portion thereof are found to be nonconforming, unsatisfactory, defective, of inferior quality or workmanship, or fail to meet any requirements or specifications contained in Exhibit “A,” then without prejudice to any other rights or remedies, City may reject the Goods or exercise any of its rights under Section 4.C. The inspection, failure to make inspection, acceptance of goods, or payment for goods shall not impair City’s right to reject nonconforming goods, irrespective of City’s failure to notify Supplier of a rejection of nonconforming goods or revocation of acceptance thereof or to specify with particularity any defect in nonconforming goods after 2 rejection or acceptance thereof. Section 4. WARRANTY. A. Supplier warrants that the Goods will be of merchantable quality and free from defects in design, engineering, material, and workmanship for a period of two (2) years, or such longer period as provided by a manufacturer’s warranty or as agreed to by Supplier and City, from the date of final written acceptance of the Goods by City as required for final payment under Section 7. Supplier further warrants that any services provided in connection with the Goods will be performed in a professional and workmanlike manner and in accordance with the highest industry standards. B. Supplier further warrants that all machinery, equipment, or process included in the Goods will meet the performance requirements and specifications specified in Exhibit “A” and shall be fit for the purpose intended. City’s inspection, testing, approval, or acceptance of any such machinery, equipment, or process will not relieve Supplier of its obligations under this Section 4.B. C. For any breach of the warranties contained in Section 4.A and Section 4.B, Supplier will, immediately after receiving notice from City, at the option of City, and at Supplier’s own expense and without cost to City: 1. Repair the defective Goods; 2. Replace the defective Goods with conforming Goods, F.O.B. City’s plant, office or other location of City where the Goods was originally performed or delivered; or 3. Repay to City the purchase price of the defective Goods. If City selects repair or replacement, any defects will be remedied without cost to City, including but not limited to, the costs of removal, repair, and replacement of the defective Goods, and reinstallation of new Goods. All such defective Goods that is so remedied will be similarly warranted as stated above. In addition, Supplier will repair or replace other items of the Goods which may have been damaged by such defects or the repairing of the same, all at its own expense and without cost to City. D. Supplier also warrants that the Goods is free and clear of all liens and encumbrances whatsoever, that Supplier has a good and marketable title to same, and that Supplier owns or has a valid license for all of the proprietary technology and intellectual property incorporated within the Goods. Supplier agrees to indemnify, defend, and hold City harmless against any and all third party claims resulting from the breach or inaccuracy of any of the foregoing warranties. E. In the event of a breach by Supplier of its obligations under this Section 4, City will not be limited to the remedies set forth in this Section 4, but will have all the rights 3 and remedies permitted by applicable law, including without limitation, all of the rights and remedies afforded to City under the California Commercial Code. Section 5. PRICES. Unless expressly provided otherwise, all prices and fees specified in Exhibit “C,” attached hereto and incorporated herein by reference, are firm and shall not be subject to change without the written approval of City. No extra charges of any kind will be allowed unless specifically agreed to in writing by City’s authorized representative. The total price shall include (i) all federal, state and local sales, use, excise, privilege, payroll, occupational and other taxes applicable to the Goods furnished to City hereunder; and (ii) all charges for packing, freight and transportation to destination. Section 6. CHANGES. City, at any time, by a written order, and without notice to any surety, may make changes in the Goods, including but not limited to, City’s requirements and specifications. If such changes affect the cost of the Goods or time required for its performance, an equitable adjustment will be made in the price or time for performance or both. Any change in the price necessitated by such change will be agreed upon between City and Supplier and such change will be authorized by a change order document signed by City and accepted by Supplier. Section 7. PAYMENTS. A. Terms of payment, are net thirty (30) days, less any applicable retention, after receipt of invoice, or completion of applicable Progress Milestones. Final payment shall be made by City after Supplier has satisfied all contractual requirements. Payment of invoices shall not constitute acceptance of Goods. B. If Progress Milestones have been specified in Exhibit “B,” then payments for the Goods will be made as the requirements of such Progress Milestones are met. Progress payments for the Goods will be made by City upon proper application by Supplier during the progress of the Goods and according to the terms of payment as specified in Exhibit “B.” Supplier’s progress billing invoice will include progress payments due for the original scope of work and changes. Each “Item for Payment” shown in Exhibit “B” and each change order will be itemized on the invoice. Invoices for cost plus work, whether part of Exhibit “B” or a change order, must have subcontractor and/or supplier invoices attached to Supplier’s invoice. Other format and support documents for invoices will be determined by City in advance of the first invoice cycle. C. Payments otherwise due may be withheld by City on account of defective Goods not remedied, liens or other claims filed, reasonable evidence indicating probable filing of liens or other claims, failure of Supplier to make payments properly to its subcontractors or for material or labor, the failure of Supplier to perform any of its other obligations under the Agreement, or to protect City against any liability arising out of Supplier’s failure to pay or discharge taxes or other obligations. If the causes for which 4 payment is withheld are removed, the withheld payments will be made promptly. If the said causes are not removed within a reasonable period after written notice, City may remove them at Supplier’s expense. D. Payment of the final Progress Milestone payment or any retention will be made by City upon: 1. Submission of an invoice for satisfactory completion of the requirements of a Progress Milestone as defined in Exhibit “B” and in the amount associated with the Progress Milestone; 2. Written acceptance of the Goods by City; 3. Delivery of all drawings and specifications, if required by City; 4. Delivery of executed full releases of any and all liens arising out of this Agreement; and 5. Delivery of an affidavit listing all persons who might otherwise be entitled to file, claim, or maintain a lien of any kind or character, and containing an averment that all of the said persons have been paid in full. If any person refuses to furnish an actual release or receipt in full, Supplier may furnish a bond satisfactory to City to indemnify City against any claim or lien at no cost to City. E. Acceptance by Supplier of payment of the final Progress Milestone payment pursuant to Section 7.D will constitute a waiver, release and discharge of any and all claims and demands of any kind or character which Supplier then has, or can subsequently acquire against City, its successors and assigns, for or on account of any matter or thing arising out of, or in any manner connected with, the performance of this Agreement. However, payment for the final Progress Milestone by City will not constitute a waiver, release or discharge of any claims or demands which City then has, or can subsequently acquire, against Supplier, its successors and assigns, for or on account of any matter or thing arising out of, or in any manner connected with, the performance of this Agreement. Section 8. SCHEDULE FOR DELIVERY. A. The time of Supplier’s performance is of the essence for this Agreement. The Goods will be delivered in accordance with the schedule set forth in Exhibit “B.” Supplier must immediately notify City in writing any time delivery is behind schedule or may not be completed on schedule. In addition to any other rights City may have under this Agreement or at law, Supplier shall pay City the sum of $25.00 per item of Goods for each calendar day for which the item of Goods is unavailable beyond the scheduled delivery date(s) specified in Exhibit “B.” 5 B. In the event that the Goods is part of a larger project or projects that require the coordination of multiple contractors or suppliers, then Supplier will fully cooperate in scheduling the delivery so that City can maximize the efficient completion of such project(s). Section 9. TAXES. A. Supplier agrees to timely pay all sales and use tax (including any value added or gross receipts tax imposed similar to a sales and use tax) imposed by any federal, state or local taxing authority on the ultimate purchase price of the Goods provided under this Agreement. B. Supplier will withhold, and require its subcontractors, where applicable, to withhold all required taxes and contributions of any federal, state or local taxing authority which is measured by wages, salaries or other remuneration of its employees or the employees of its subcontractors. Supplier will deposit, or cause to be deposited, in a timely manner with the appropriate taxing authorities all amounts required to be withheld. C. All other taxes, however denominated or measured, imposed upon the price of the Goods provided hereunder, will be the responsibility of Supplier. In addition, all taxes assessed by any taxing jurisdiction based on Supplier property used or consumed in the provision of the Goods such as and including ad valorem, use, personal property and inventory taxes will be the responsibility of Supplier. D. Supplier will, upon written request, submit to City written evidence of any filings or payments of all taxes required to be paid by Supplier hereunder. Section 10. INDEPENDENT CONTRACTOR. Supplier enters into this Agreement as an independent contractor and not as an employee of City. Supplier shall have no power or authority by this Agreement to bind City in any respect. Nothing in this Agreement shall be construed to be inconsistent with this relationship or status. All employees, agents, contractors or subcontractors hired or retained by the Supplier are employees, agents, contractors or subcontractors of the Supplier and not of City. City shall not be obligated in any way to pay any wage claims or other claims made against Supplier by any such employees, agents, contractors or subcontractors or any other person resulting from performance of this Agreement. Section 11. SUBCONTRACTS. Unless otherwise specified, Supplier must obtain City’s written permission before subcontracting any portion of the Goods. Except for the insurance requirements in Section 13.A, all subcontracts and orders for the purchase or rental of supplies, materials or equipment, or any other part of the Goods, will require that the subcontractor be bound by and subject to all of the terms and conditions of the Agreement. No subcontract or order will relieve Supplier from its obligations to City, including, but not limited to Supplier’s insurance and indemnification obligations. No subcontract or order will bind City. 6 Section 12. TITLE AND RISK OF LOSS. Unless otherwise agreed, City will have title to, and risk of loss of, all completed and partially completed portions of the Goods upon delivery, as well as materials delivered to and stored on City property which are intended to become a part of the Goods. However, Supplier will be liable for any loss or damage to the Goods and/or the materials caused by Supplier or its subcontractors, their agents or employees, and Supplier will replace or repair said Goods or materials at its own cost to the complete satisfaction of City. Notwithstanding the foregoing, in the event that the City has paid Supplier for all or a portion of the Goods which remains in the possession of Supplier, then City shall have title to, and the right to take possession of, such Goods at any time following payment therefor. Risk of loss for any Goods which remains in the possession of Supplier shall remain with Supplier until such Goods has been delivered or City has taken possession thereof. Supplier will have risk of loss or damage to Supplier’s property used in the construction of the Goods but which does not become a part of the Goods. Section 13. INDEMNIFICATION. A. Supplier shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence or willful misconduct of Supplier, its officials, officers, employees, agents, subcontractors and subconsultants arising out of or in connection with the Goods or the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys’ fees and other related costs and expenses except such loss or damage which was caused by the sole negligence or willful misconduct of the City. B. Supplier’s defense obligation for any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers shall be at Supplier’s own cost, expense, and risk. Supplier shall pay and satisfy any judgment, award, or decree that may be rendered against City or its officials, officers, employees, agents, or volunteers, in any such suit, action, or other legal proceeding. Supplier shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. C. Supplier’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents or volunteers. Section 14. INSURANCE. A. General. Supplier shall take out and maintain: 7 1. Commercial General Liability Insurance, of at least $2,000,000 per occurrence/ $4,000,000 aggregate for bodily injury, personal injury and property damage, at least as broad as Insurance Services Office Commercial General Liability most recent Occurrence Form CG 00 01; 2. Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, of at least $1,000,000 per accident for bodily injury and property damage, at least as broad as most recent Insurance Services Office Form Number CA 00 01 covering automobile liability, Code 1 (any auto); 3. Workers’ Compensation in compliance with applicable statutory requirements and Employer's Liability Coverage of at least $1,000,000 per occurrence; and 4. Pollution Liability Insurance of at least $1,000,000 per occurrence and $2,000,000 aggregate shall be provided by the Supplier if transporting hazardous materials. 5. If Supplier is also the manufacturer of any equipment included in the Goods, Supplier shall carry Product Liability and/or Errors and Omissions Insurance which covers said equipment with limits of not less than $1,000,000. 6. Privacy/Network Security (Cyber Liability), of at least $1,000,000 per occurrence and aggregate for: (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and (4) the introduction, implantation or spread of malicious software code, in a form and with insurance companies acceptable to the City. B. Additional Insured; Primary; Waiver of Subrogation; No Limitation on Coverage. The policies required under this Section shall give City, its officials, officers, employees, agents or volunteers additional insured status. Such policies shall contain a provision stating that Supplier’s policy is primary insurance and that any insurance, self- insurance or other coverage maintained by the City or any additional insureds shall not be called upon to contribute to any loss, and shall contain or be endorsed with a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers. 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. 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. C. Insurance Carrier. All insurance required under this Section is to be placed with insurers with a current A.M. Best’s rating no less than A-:VII, licensed to do business in California, and satisfactory to the City. 8 D. Evidence of Insurance. Supplier shall furnish City with original certificates of insurance and endorsements effecting coverage required by the Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the City. All certificates and endorsements must be received and approved by the City before delivery commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. E. Subcontractors. All subcontractors shall meet the requirements of this Section before commencing work. In addition, Supplier shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. F. Freight. Supplier shall ensure that third party shippers contracted by Supplier have adequate insurance coverage for the shipped Goods. Section 15. LIENS. A. Supplier, subcontractors and suppliers will not make, file or maintain a mechanic’s or other lien or claim of any kind or character against the Goods, for or on account of any labor, materials, fixtures, tools, machinery, equipment, or any other things furnished, or any other work done or performance given under, arising out of, or in any manner connected with the Agreement (such liens or claims referred to as “Claims”); and Supplier, subcontractor and suppliers expressly waive and relinquish any and all rights which they now have, or may subsequently acquire, to file or maintain any Claim and Supplier, subcontractor and suppliers agree that this provision waiving the right of Claims will be an independent covenant. B. Supplier will save and hold City harmless from and against any and all Claims that may be filed by a subcontractor, supplier or any other person or entity and Supplier will, at its own expense, defend any and all actions based upon such Claims and will pay all charges of attorneys and all costs and other expenses arising from such Claims. Section 16. TERMINATION OF AGREEMENT BY CITY. A. Should Supplier at any time refuse or fail to deliver the Goods with promptness and diligence, or to perform any of its other obligations under the Agreement, City may terminate Supplier’s right to proceed with the delivery of the Goods by written notice to Supplier. In such event City may obtain the Goods by whatever method it may deem expedient, including the hiring of another contractor or other contractors and, for that purpose, may take possession of all materials, machinery, equipment, tools and appliances and exercise all rights, options and privileges of Supplier. In such case Supplier will not be entitled to receive any further payments until the Goods is delivered. If City’s cost of obtaining the Goods, including compensation for additional managerial 9 and administrative services, will exceed the unpaid balance of the Agreement, Supplier will be liable for and will pay the difference to City. B. City may, for its own convenience, terminate Supplier’s right to proceed with the delivery of any portion or all of the Goods by written notice to Supplier. Such termination will be effective in the manner specified in such notice, will be without prejudice to any claims which City may have against Supplier, and will not affect the obligations and duties of Supplier under the Agreement with respect to portions of the Goods not terminated. C. On receipt of notice under Section 16.B, Supplier will, with respect to the portion of the Goods terminated, unless the notice states otherwise, 1. Immediately discontinue such portion of the Goods and the placing of orders for materials, facilities, and supplies in connection with the Goods, 2. Unless otherwise directed by City, make every reasonable effort to procure cancellation of all existing orders or contracts upon terms satisfactory to City; and 3. Deliver only such portions of the Goods which City deems necessary to preserve and protect those portions of the Goods already in progress and to protect material, plant and equipment at the Goods site or in transit to the Goods site. D. Upon termination pursuant to Section 16.B, Supplier will be paid a pro rata portion of the compensation in the Agreement for any portion of the terminated Goods already delivered, including material and services for which it has made firm contracts which are not canceled, it being understood that City will be entitled to such material and services. Upon determination of the amount of said pro rata compensation, City will promptly pay such amount to Supplier upon delivery by Supplier of the releases of liens and affidavit, pursuant to Section 7.C. Section 17. FORCE MAJEURE A. Supplier shall not be held responsible for failure or delay in shipping nor City for failure or delay in accepting goods described herein if such failure or delay is due to a Force Majeure Event. B. A Force Majeure Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the work); (4) pandemics, epidemics or quarantine restrictions; and (5) strikes and other organized labor action occurring at the project site and the effects thereof on the work, only to the extent such strikes and other organized labor action are beyond the control of Supplier and its subcontractors, of every tier, and to the extent the effects 10 thereof cannot be avoided by use of replacement workers. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. C. In the event of any such excused interference with shipments, City shall have the option either to reduce the quantity provided for in the order accordingly or to exercise its right of cancellation as set forth in this Agreement. Section 18. MISCELLANEOUS PROVISIONS. A. Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address or at such other address as the respective parties may provide in writing for this purpose: CITY: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: Precious Carter With Copy To: City of San Bernardino Vanir Tower, 290 North D Street San Bernardino, CA 92401 Attn: City Attorney SUPPLIER: Shor-Line Kennels 511 Osage Ave Kansas City, Kansas 66105 Attn: Timothy Hemmings Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. B. Assignment or Transfer. Supplier shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of the City, which will not be unreasonably withheld. Provided, however, that claims for money due or to become due Supplier from the City under this Agreement may be assigned to a financial institution or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer, whether voluntary or involuntary, shall be furnished promptly to the City. 11 C. Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. D. Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. E. Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise. F. Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County. G. Attorneys’ Fees and Costs. If any action in law or equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, each Party shall pay its own attorneys’ fees. H. Interpretation. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. I. No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. J. Authority to Enter Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement and bind each respective Party. K. Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. L. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. M. City’s Right to Employ Other Suppliers. City reserves its right to employ other contractors in connection with the Goods. N. Entire Agreement. This Agreement constitutes the entire agreement between the Parties relative to the Goods specified herein. There are no understandings, agreements, conditions, representations, warranties or promises with respect to this Agreement, except those contained in or referred to in the writing. O. Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered 12 as an original signature for all purposes and shall have the same force and effect as an original signature. [SIGNATURES ON FOLLOWING PAGE] 13 SIGNATURE PAGE TO GOODS PURCHASE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND SHOR-LINE IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first above written. CITY OF SAN BERNARDINO APPROVED BY: Charles E. McNeely Interim City Manager ATTESTED BY: GENOVEVA ROCHA City Clerk APPROVED AS TO FORM: Best Best & Krieger LLP City Attorney SHOR-LINE Signature Name Title 14 Exhibit A Goods Specifications •17 double sided kennels, 12 feet by 4 feet with a guillotine door in the middle. o Front kennel doors to have ½ stainless steel with PVC overlay and ½ clear glass o Mesh tops on all kennels o T-cover drain in back of kennel •17 single sided kennels, 6 feet by 4 feet with a T-cover drain in the back of the kennel o Front kennel doors to have ½ stainless steel with PVC overlay and ½ clear glass o Mesh tops on all kennels •Double decker kennels with 6 separate kennel spaces o Guillotine door between kennels to increase space for housed pets o Stainless steel with PVC overlay 15 Exhibit B Delivery Schedule Goods to be delivered by November 30, 2023. 16 Exhibit C Fee Schedule 17 City of San Bernardino Finance Department, Purchasing Division JUSTIFICATION OF SINGLE/SOLE SOURCE REQUEST ITEM Description: __Shor-Line Kennels______________________DATE: __12/22/2022_______ Select Source: __X _Sole Source: Item is manufactured and/or only distributed by one vendor. ____Single Source: Item is available from several vendors, but item is the only one that will work Please answer all questions in detail, in order to prevent delays in the evaluation. Please do not provide one sentence answers. If any additional pages are needed to answer all questions, please attached all pages to this document. 1. Why is the acquisition restricted to this good/service/supplier? (Explain why the acquisition cannot be competitively bid). Please enter answer below: Shor-Line and Midmark, merged in 2021, making this the only large-scale manufacturer of kennels in the US. The merged company has almost 100 years of experience in constructing kennels specifically for veterinary hospitals and animal shelters. 2. Describe the uniqueness of the purchase (why was the good/service/supplier chosen?) Please enter the answer below: Shor-Line kennels use materials that are easy to sanitize and are proven to withstand daily wear and tear from large dogs. Shor-Line has a patented drain design making the kennels more sanitary and easier for staff to do daily cleaning and disinfection. The existing shelter has Shor-line kennels that were installed over 30 years ago – although the size of the kennels may not be consistent with current animal welfare industry standards, the kennels themselves are still in good working order and are a testament to the quality workmanship this company provides. 3. What are the consequences of not purchasing the good/service or contracting with the proposed supplier? We would not be able to complete the additional dog kennel building and would not have the kennel space needed to house the number of dogs coming to the shelter. The level of care the department can provide to sick animals would continue to be below current animal welfare standards. 4. What market research was conducted to substantiate the single source, including evaluation of other items considered? a. (Please provide a narrative of your efforts to identify other similar or appropriate goods/services, including a summary of how the department concluded that such alternative are either inappropriate or unavailable. The names, addresses and phone numbers of suppliers contacted and the reasons for not considering then must be included or an explanation of why the survey or effort to identify other goods/services was not performed.) There is no alternative to these kennels. Chain link dog runs are not sufficient to house sick and injured animals. The materials used in the construction of these kennels as well as the design reduces the chance for illnesses to spread amongst the population. The construction of the drains is necessary for the department to ensure proper sanitation and humane housing of the dogs in their care. 5. How was the price offered determined to be fair and reasonable? Explain what the basis was for comparison and include cost analyses as applicable. (I.E. Compared to vendor’s previous or current offer to the city or to another agency/company – or any other method of comparison that will substantiate fair and reasonable pricing in the absence of competition) The price of the kennels is standard throughout the industry. 6. Describe any cost savings realized or costs avoided by acquiring the goods/services from this supplier. In order to have something similar, we would need to have a contractor design and then build the kennels. It is unknown what the cost for this would be, or if the final product would be comparable to the kennels from Shor-Line. Shor-Line is a factory direct manufacturer of these products and have years of experience in this specialty. Shor-Line is a factory direct manufacture and is sole source in the veterinary education, animal control and animal humane organizations for custom Shor-Line products in the United States of America. Thank You Timothy Hemings Southwestern Sales Rep E: THemings@midmark.com T: 1.800.444.1579, ext. 2354 C: 909.496.0251 shor-line.com Page 1 CONSENT CALENDAR City of San Bernardino Request for Council Action Date:March 15, 2023 To:Honorable Mayor and City Council Members From:Charles E. McNeely, Interim City Manager; Kris Watson, Director of Animal Services Department:Animal Services Subject:Purchase of Dog Kennels for the Animal Shelter (All Wards) Recommendation It is recommended that the Mayor and City Council of the City of San Bernardino, California, authorize the City Manager, or designee, to execute the Goods Purchase Agreement with Shor-Line for the purchase of new dog kennels to be installed at the animal shelter. Background Since 2019, the City has made several improvements to the animal shelter, including constructing play yards for the dogs, upgrading electrical panels throughout the facility, installing a new ventilation system into the cat ward as well as demolishing old buildings and adding two new modular offices to increase the level of service the department can offer to the public. To date, these investments by the City in the animal shelter have been crucial in resolving the most critical needs of the Department. Discussion One of the most critical areas of the shelter needing improvement is the veterinary isolation ward. Animals that are sick are traditionally kept in this area for treatment and to reduce disease transmission to the remainder of the healthy population. The shelter’s current isolation ward is original to the facility and is out of date with current animal welfare standards to prevent illness. In order to reduce disease transmission and properly safeguard the health of the animals entrusted to the shelter, a new veterinary isolation ward needs to be completed on campus. The Department obtained a quote from Shor-Line for new kennels, consistent with current animal welfare standards. The kennels are larger than those in our current isolation ward and will have solid sides and kennel doors to reduce disease transmission between dogs. Shor-Line is the only large-scale manufacturer of dog kennels in the United States, and recently merged with the other manufacturer of kennels, Midmark. The kennels from Shor-Line include a patented drain design, are of Page 2 high quality and made from stainless steel, making them easy to sanitize. There are older Shor-Line kennels at the shelter which were installed over forty years ago and are still in good working condition despite daily disinfection with harsh chemicals. The Department has included a single source justification for the purchase from Shor-Line due to the unique requirements for this purchase. This is a crucial purchase for the Department. If Animal Services is unable to complete the additional dog kennel building, the Department will not have the kennel space needed to house the number of dogs coming into the shelter. Additionally, the level of care the Department can provide to sick animals will continue to be below current animal welfare standards. Once installed, these new kennels will add 17 full size and 17 half size kennels to the isolation ward. An additional six smaller kennels will be added to the receiving area, expanding the space available for smaller dogs arriving overnight to the shelter. The kennels will be bolted to the cement floor, allowing them to be moved to another building or location in the future, if needed. 2021-2025 Strategic Targets and Goals The request for the purchase of new dog kennels aligns with Strategic Target No. 3: Improved Quality of Life. New kennels consistent with current animal welfare industry standards will increase the quality of care the shelter is able to provide to sick and injured pets. The new kennels will also improve the appearance of the animal shelter campus, leading to an improved quality of life for the pets impounded at the shelter and for members of the public visiting the facility. Fiscal Impact There is no fiscal impact to the General Fund for this purchase. The cost will be $184,860.37, and the Department will be using grant funding from the San Manuel Band of Mission Indians already included in the Animal Services FY 2022/23 Operating Budget for this purchase. Conclusion It is recommended that the Mayor and City Council of the City of San Bernardino, California, authorize the City Manager, or designee, to execute the Goods Purchase Agreement with Shor-Line for the purchase of new dog kennels to be installed at the animal shelter. Attachments Attachment 1 – Shor-Line Goods Purchase Agreement Attachment 2 – Quote San Bernardino Runs Attachment 3 – Quote San Bernardino Double Deckers Attachment 4 – Sole Source Justification Form Attachment 5 – Sole Source Letter Page 3 Ward: All Wards Synopsis of Previous Council Actions: January 6, 2019 Staff presented an update regarding the Animal Control Program and a report from the Animal Control Commission regarding capital improvement funding sources. September 18, 2019 Mayor and City Council appropriated funding from the Animal Shelter Improvement Fund for completion of an assessment of the shelter replacement costs and directed the City Manager to issue bids for facility repairs and resources needed to effectively operate an animal shelter, field and licensing program independent of the Police Department. December 4, 2019 Mayor and City Council approved Resolution No. 2019-356 authorizing the City Manager to engage Black O’Dowd and Associates to complete the electrical panel design, plans and specifications at a cost of $19,400 and to execute construction agreements with San Marino Roof Company Inc, for Roof Replacement and Noble E&C Inc for Mold Abatement and reconstruction of the main shelter building. June 24, 2020 Mayor and City Council approved Resolution No. 2020-128 approving the Capital Improvement Program for FY 2020/21. August 19, 2020 Mayor and City Council approved Resolution No. 2020-207 approving the total budget for the Electrical Service Replacement Project in the amount of $213,000 and awarding of a construction contract with TSR construction to complete the electrical service upgrade at the shelter. December 2, 2020 Mayor and City Council approved Resolution No. 2020-277, appropriating $81,000 from the Animal Shelter Improvement Fund and authorizing the Director of Finance to amend the FY 2020/21 CIP to include HVAC upgrades for a Cat Sanctuary at the Animal Shelter and awarding the construction contract to WCM & Associates, Inc. to complete the project. April 7, 2021 Mayor and City Council approved Resolution No. 2021-87, accepting grant funding in the amount of $1,500,000 from the San Manuel Band of Mission Indians for Animal Shelter improvements, programs and services.