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HomeMy WebLinkAboutReso 81-2016 (16-476)File Number: 16 -476 City of South San Francisco P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA Resolution: RES 81 -2016 Enactment Number: RES 81 -2016 RESOLUTION APPROVING A PURCHASE AGREEMENT WITH JWC ENVIRONMENTAL FOR THE PURCHASE OF PARTS TO REPAIR AND REFURBISH THE SEWAGE GRINDERS AT THE WATER QUALITY CONTROL PLANT'S SEWAGE PUMP STATIONS FOR FISCAL YEAR 2016 -2017 IN AN AMOUNT NOT TO EXCEED $140,200 AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENT. WHEREAS, the Water Quality Control Plant's (WQCP) sewage pump stations have sewage grinders installed at the four major pump stations; and WHEREAS, repairs and refurbishing of the sewage grinders are required to prevent pumps from clogging and failing; and WHEREAS, California Public Contract Code Section 3400(b) permits general law cities to suspend competitive bidding and to make sole source purchases of products or equipment in order to match other products in use on a particular public improvement either completed or in the course of completion, or to obtain a necessary item that is only available from one source; and WHEREAS, South San Francisco Municipal Code subsection (a) of Section 4.04.080 permits the City to dispense with open market procedures if a commodity can only be obtained from one vendor; and WHEREAS, staff has confirmed that JWC Environmental is the sole source vendor of the JWC sewage grinders and parts, as no other suppliers manufacture parts for JWC grinders; and WHEREAS, City staff recommends that the City Council approve a purchase agreement between the City of South San Francisco and JWC Environmental for the purchase of parts to repair and refurbish the sewage grinders at the WQCP's sewage pump stations for fiscal year 2016 -2017 in an amount not to exceed $140,200 and authorize the City Manager to execute said agreement; and WHEREAS, funding for this project is included in the City of South San Francisco's WQCP operating budget. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of South San Francisco that the City Council hereby takes the following actions: 1. Approves the purchase agreement with JWC Environmental to purchase parts to repair and refurbish the sewage grinders at the WQCP's sewage pump stations for fiscal year 2016 -2017 in an amount not to exceed $140,200; and 2. Authorizes the City Manager to execute the purchase agreement on behalf of the City of South San Francisco, subject to approval as to form by the City Attorney; and Page 1 File Number: 16 -476 Enactment Number., RES 81 -2016 3. Authorizes the City Manager to take any other action consistent with the intent of this Resolution. At a meeting of the City Council on 7/13/2016, a motion was made by Liza Normandy, seconded by Pradeep Gupta, that this Resolution be approved. The motion passed. Yes: 5 Councilmember Normandy, Councilmember Garbarino, Councilmember Matsumoto, Vice Mayor Gupta, and Mayor Addiego Attest by -'b -�O,. Krista Martinelli Page 2 PURCHASE AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND JWC ENVIRONMENTAL These terms and conditions govern the purchase of materials, supplies, and/or equipment, including any related installation, training, and/or minor services and repairs described in this Purchase Agreement ( "Purchase Agreement") by JWC Environmental ( "Vendor ") for the City of South San Francisco ( "City"). Vendor and City are collectively referred to in this Purchase Agreement as "the Parties." If the Vendor selects subcontractors to execute a portion the terms of this Purchase Agreement, that subcontractor is an agent of the Vendor, and is hereby included by reference as "the Vendor." 1. Time of Performance. This Purchase Agreement shall commence effective July 1, 2016, and shall end when Vendor has provided to the City the Products and Services described in this Purchase Agreement, and in Exhibit A ( "Products" and/or "Services "). The equipment and products listed in Exhibit A must be delivered by June 30, 2017. The installation and other services set forth in Exhibit A must be completed by June 30, 2017. In the event that any of the terms of Exhibit A conflict with this Purchase Agreement, the terms of the Purchase Agreement shall prevail. 2. Description of Goods. Vendor shall perform everything required to be performed and shall provide and furnish to City with Parts to Repair and Refurbish Pump Station Sewage Grinders and shall complete delivery F.O.B. to the City of South San Francisco on or before 180 days from the date of this Purchase Agreement in strict accordance with the specifications as established by this Purchase Agreement and Exhibit(s), which specifications are incorporated herein and made part of this Purchase Agreement. 3. Description of Purchase. The City hereby agrees to pay Vendor for the Products and/or Services with a not to exceed amount. The total compensation for Products and/or Services performed under this Purchase Agreement is not to exceed One Hundred Forty Thousand Dollars ($140,000.00). The City shall pay Vendor invoices for Products and/or Services actually delivered in accordance with this Purchase Agreement. Payment of Vendor invoices does not constitute acceptance of Products and/or Services delivered. Prices of Products and/or Services delivered that are not in accordance with this Purchase Agreement are subject to adjustment. In no event will the prices of Products and/or Services delivered exceed that specified on this Purchase Agreement. Payments shall be subject to adjustment for defects in quality or failure of Vendor to meet terms and conditions herein and in Exhibit A. Such adjustments shall be equal to one hundred percent (100 %) of City's costs to correct such defects or Vendor's failure to meet Purchase Agreement requirements. 4. Taxes. Vendor shall pay all applicable federal, state and local taxes, which may be chargeable against the delivery of the Products and/or Services listed herein. 5. General Warranties and Product Compliance. Vendor warrants that: (A) All Products and /or Services are as described on this Purchase Agreement conform to all drawings, samples, descriptions and specifications contained in Exhibit A; (B) All Products and/or Services delivered are new and of good merchantable quality, free from material defects of workmanship and fit for the purpose for which sold or provided; (C) Vendor has good title to all Products delivered and all Products delivered are free from liens and other encumbrances; and (D) Vendor's delivery and installation of the Products and/or Services will be in strict conformity with all applicable local, state, and federal laws. For purposes of this warranty, any Products or components not meeting the foregoing quality shall be deemed defective. The foregoing warranty provisions shall also be applicable to equipment or materials provided by a third party entity to Vendor via this Purchase Agreement.. Vendor also expressly warrants and guarantees, for one (1) year that the Products and/or Services furnished by it to City shall be free from breakage or defects of material and workmanship under normal use, service and maintenance from the date of acceptance of the City, and expressly agrees to repair or replace Products and /or Services or any part thereof which proves defective as a result of inferior or defective materials, equipment or workmanship. If within the period stated above, any repairs or replacements in connection with the Products and/or Services are, in the opinion of the City, rendered necessary as a result of the use of inferior or defective materials, equipment or workmanship, Vendor agrees on receipt of notice from City and without expense to the City, for freight, parts or labor, to properly repair, replace or correct any and all such defects therein. If Vendor, after such notice, fails to proceed promptly with the terms of this warranty and guarantee, the City may perform the work necessary to effectuate such corrections, repairs and replacements, and recover the cost thereof from Vendor. 6. Final Inspection and Work Acceptan ce. Finished installation work and/or equipment shall be subject to final inspection and acceptance or rejection by the City. Page 1 of 3 [Rev :213.2014] Indemnity. To the fullest extent permitted by law, Vendor shall indemnify, defend (with counsel acceptable to the City), and hold harmless the City and its elected and appointed officers, officials, employees, agents, contractors and consultants (collectively, the "City Indemnitees ") from and against any and all liability, loss, damage, claims, expenses and costs (including, without limitation, attorneys' fees and costs of litigation) (collectively, "Liability ") of every nature arising out of or in connection with the delivery and installation of the Products and/or Services described on this Purchase Agreement or Vendor's failure to comply with this Purchase Agreement, to the extent such liability is attributable to Vendor's negligent acts or omissions, except such Liability caused by the gross negligence or willful misconduct of the City Indemnitees. Approved (Risk Manager) 8. Insurance. Before beginning any installation work and continuing throughout the term of this Purchase Agreement, Vendor, at its sole cost and expense, furnish the City with certificates of insurance evidencing that Contractor has obtained and maintains insurance in the following amounts: A. Workers' Compensation that satisfies the minimum statutory limits. B. Commercial General Liability and Property Damage Insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) combined single limit per occurrence, TWO MILLION DOLLARS ($2,000,000) annual aggregate, for bodily injury, property damage, products, completed operations and contractual liability coverage. The policy shall also include coverage for liability arising out of the use and operation of any City-owned or City- furnished equipment used or operated by the Vendor, its personnel, agents or subcontractors. C. Comprehensive automobile insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) per occurrence for bodily injury and property damage including coverage for owned and non -owned vehicles. All insurance policies shall be written on an occurrence basis and shall name the City Indemnitees as additional insureds with any City insurance shall be secondary and in excess to Vendor's insurance. If the Vendor's insurance policy includes a self - insured retention that must be paid by a named insured as a precondition of the insurer's liability, or which has the effect of providing that payments of the self - insured retention by others, including additional insureds or insurers do not serve to satisfy the self - insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self - insured retention required to be paid as a precondition to the insurer's liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self - insured retention and also must disclose the deductible. The City Risk Manager, in writing, may approve a variation in the foregoing insurance requirements. A valid and executed approval by Risk Manager must accompany this Purchase Agreement for a variation to be binding. 9. Limitation of Liability. In no event shall the Vendor be liable for lost profits or other special, indirect or consequential damages of any kind. The total liability of the Vendor to the Buyer under this order shall not exceed two (2) times the purchase order amount. Approved (Risk Manager) 10. Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes of laborers, workmen, or mechanics on the work contemplated by this Purchase Agreement, shall be not less than the prevailing rate for a day's work in the same trade or occupation in the locality within the state where the work hereby contemplates to be performed as determined by the Director of Industrial Relations pursuant to the Director's authority under Labor Code Section 1770, et seq. Each laborer, worker or mechanic employed by Contractor or by any subcontractor shall receive the wages herein provided for. The Contractor shall pay two hundred dollars ($200), or whatever amount may be set by Labor Code Section 1775, as may be amended, per day penalty for each worker paid less than prevailing rate of per diem wages. The difference between the prevailing rate of per diem wages and the wage paid to each worker shall be paid by the Contractor to each worker. An error on the part of an awarding body does not relieve the Contractor from responsibility for payment of the prevailing rate of per diem wages and penalties pursuant to Labor Code Sections 1770 -1775. The City will not recognize any claim for additional compensation because of the payment by the Contractor for any wage rate in excess of prevailing wage rate set forth. The possibility of wage increases is one of the elements to be considered by the Contractor. A. Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not attached hereto pursuant to Labor Code Section 1773.2, the Contractor shall post at appropriate conspicuous points at the site of the project a schedule showing all determined prevailing wage rates for the various classes of laborers and Page 2 of 3 [Rev:2.13.2014] mechanics to be engaged in work on the project under this contract and all deductions, if any, required by law to be made from unpaid wages actually earned by the laborers and mechanics so engaged. B. Payroll Records. Each Contractor and subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the Contractor in connection with the public work. Such records shall be certified and submitted weekly as required by Labor Code Section 1776. 11. Tax Withholding. Contractor represents and warrants that Contractor is a resident of the State of California in accordance with California Revenue & Taxation Code Section 18662, as may be amended, and is exempt from withholding. Contractor accepts sole responsible for verifying the residency status of any subcontractors and withhold taxes from non - California subcontractors as required by law. 12. Termination. In addition to all other legal and equitable rights of the City, the City may terminate this Purchase Agreement upon notice to the Vendor. If the City terminates this Purchase Agreement, the City will pay the Vendor for Products and/or Services accepted in accordance with this Purchase Agreement prior to the date of termination. 13. Prevailing Party. In the event that either party to this Purchase Agreement commences any legal action or proceeding (including but not limited to arbitration) to interpret the terms of this Purchase Agreement, the prevailing party in such a proceeding shall be entitled to recover its reasonable attorney's fees associated with that legal action or proceeding. 14. Assignment, Governing Law. The Vendor may not assign any of Vendor's obligations under this Purchase Agreement without the City's prior written approval. This Purchase Agreement is governed by California law. The jurisdiction for any litigation arising from this Purchase Agreement shall be in the state of California, and shall be venued in the County of San Mateo. 15. Severability. If any portion of this Purchase Agreement is held invalid, the Parties agree that such invalidity shall not affect the validity of the remaining portions of this Purchase Agreement. 16. Entire Agreement. This Agreement represents the entire and integrated agreement between the Parties. This Purchase Agreement may be modified or amended only by a subsequent written agreement signed by both Parties. CITY OF SOUTH SAN FRANCISCO VENDOR A Municipal Corporation By:. By: Mike Futrell, City Manager [Name], Authorized Rep Approved as to Form: ATTEST: City Attorney City Clerk Page 3 of 3 [Rev:2.13.2014]