HomeMy WebLinkAboutReso 19-2017 (16-932) o��x SANS. City of South San Francisco P.O. Box 711 (City Hall,
400 Grand Avenue)
y ! South San Francisco, CA
o City Council
cgti Resolution: RES 19-2017
File Number: 16-932 Enactment Number: RES 19-2017
RESOLUTION APPROVING A PURCHASE AGREEMENT WITH
SILVERADO AVIONICS INC. FOR THE PURCHASE OF 51
BENDIXKING PORTABLE RADIOS AND ACCESSORIES IN THE
AMOUNT OF $129,839.32 AND AUTHORIZING THE CITY
MANAGER TO EXECUTE THE PURCHASE AGREEMENT ON
BEHALF OF THE CITY OF SOUTH SAN FRANCISCO.
WHEREAS, the City of South San Francisco ("City") staff recommends that the City Council adopt a
resolution authorizing the Fire Department to purchase 51 BendixKing portable radios and accessories;
and
WHEREAS, staff requested bids from three vendors; and
WHEREAS, of the responses received, Silverado Avionics Inc. had the lowest price quote that was
responsive to the required specifications; and
WHEREAS, the purchase of the portable radios and accessories is identified and approved as part of the
Fiscal Year 2016-17 Operating Budget; and
WHEREAS, $33,238.87 (25.6 percent) of the cost of this purchase will come from Public Safety Impact
Fee funds and$96,600.45 from the Fire Department operating budget.
NOW,THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the
City Council hereby approves a purchase agreement with Silverado Avionics Inc. for the purchase of 51
BendixKing portable radios and accessories in the amount of$129,839.32 as noted in Exhibit A, attached
hereto.
BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute the purchase
agreement for the BendixKing portable radios and accessories in the amount of$129,839.32 on behalf of
the City of South San Francisco, subject to approval as to form by the City Attorney.
BE IT FURTHER RESOLVED that the City Manager or his designee is hereby authorized to take any
other actions consistent with the intent of this Resolution.
City of South San Francisco Page 1
File Number: 16-932 Enactment Number: RES 19-2017
At a meeting of the City Council on 2/22/2017, a motion was made by Liza Normandy, seconded by
Richard Garbarino, that this Resolution be adopted.The motion passed.
Yes: 5 Vice Mayor Normandy, Councilmember Garbarino, Councilmember
Matsumoto, Mayor Gupta, and Councilmember Addiego
Attest b
argar-4 Robert-
City of South San Francisco Page 2
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PURCHASE AGREEMENT BETWEEN THE
CITY OF SOUTH SAN FRANCISCO AND SILVERADO AVIONICS, INC.
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 Silverado Avionics, Inc. (“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 February 22, 2017,
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 BendixKing CMDP-150 portable radio and shall complete delivery
F.O.B. to the City of South San Francisco on or before 120 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 twenty nine thousand eight hundred and
thirty-nine with thirty-two cents ($129,839.32).
The City shall pay Vendor invoices for Products and/or Services actually delivered in accordance
with this Purchase Agreement. To be eligible for payment, Vendor invoices must itemize the
Products and/or Services delivered and the corresponding prices 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,
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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 [insert number of years] 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. Damage to City Facilities. Damage to City or public facilities or private property caused by the
Vendor or by its subcontractors during delivery or installation shall be repaired and/or replaced in
kind at no cost to the City.
7. Site Safety and Cleanup. The delivery and installation site shall be kept clean and free of hazards at
all times during installation. After installation is completed at the site, Vendor shall clean the
surrounding area to the condition prior to installation.
8. Final Inspection and Work Acceptance. Finished installation work and/or equipment shall be
subject to final inspection and acceptance or rejection by the City.
9. 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, except such
Liability caused by the gross negligence or willful misconduct of the City Indemnitees.
10. 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
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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.
11. 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 Vendor or by any subcontractor shall receive the
wages herein provided for. The Vendor 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 Vendor to each worker.
An error on the part of an awarding body does not relieve the Vendor 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 Vendor 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 Vendor.
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 Vendor 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 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 Vendor 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 Vendor in connection with the
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public work. Such records shall be certified and submitted weekly as required by Labor Code
Section 1776.
12. Payment of Employment Taxes; Tax Withholding. Vendor is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state taxes. To be
exempt from tax withholding, Vendor must provide City with a valid California Franchise Tax
Board form 590 (“Form 590”), as may be amended and such Form 590 shall be attached hereto and
incorporated herein as Exhibit B. Unless Vendor provides City with a valid Form 590 or other
valid, written evidence of an exemption or waiver from withholding, City may withhold California
taxes from payments to Vendor as required by law. Vendor shall obtain, and maintain on file for
three (3) years after the termination of this Agreement, Form 590s (or other written evidence of
exemptions or waivers) from all subcontractors. Vendor accepts sole responsibility for withholding
taxes from any non-California resident subcontractor and shall submit written documentation of
compliance with Vendor’s withholding duty to City upon request.
13. 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.
14. 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.
15. Notice. All notices and other communications which are required or may be given under this
Agreement shall be in writing and shall be deemed to have been duly given (i) when received if
personally delivered; (ii) when received if transmitted by telecopy, if received during normal
business hours on a business day (or if not, the next business day after delivery) provided that such
facsimile is legible and that at the time such facsimile is sent the sending Party receives written
confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized
overnight delivery service (e.g., Federal Express); and (iv) upon receipt, if sent by certified or
registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as
follows:
Vendor:
Silverado Avionics, Inc.
2500 Airport Road
Napa, CA 94558
City:
City Clerk
City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
16. 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.
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17. 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.
18. Entire Agreement. This Agreement represents the entire and integrated agreement between t he
Parties. This Purchase Agreement may be modified or amended only by a subsequent written
agreement signed by both Parties.
19. Execution in Counterpart. This Agreement may be executed in counterparts and/or by facsimile or
other electronic means, and when each Party has signed and delivered at least one such counterpart,
each counterpart shall be deemed an original, and, when taken together with other signed
counterpart, shall constitute one Agreement, which shall be binding upon and effective as to al l
Parties.
CITY OF SOUTH SAN FRANCISCO VENDOR
A Municipal Corporation
By:___________________________ By:___________________________
City Manager Robert Samo, Authorized Rep
Approved as to Form:
__________________________
City Attorney
2729963.1
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