HomeMy WebLinkAboutReso 35-2017 (17-360) (.o°�x SANS City of South San Francisco
t -o P.O. Box 711 (City Hall,
400 Grand Avenue)
South San Francisco,CA
City Council
c41tl°R>` Resolution: RES 35-2017
File Number: 17-360 Enactment Number: RES 35-2017
RESOLUTION AWARDING A PURCHASE AND INSTALLATION
AGREEMENT TO TELECOMMUNICATIONS ENGINEERING
ASSOCIATES OF SAN CARLOS, CALIFORNIA FOR THE STATION
ALERT PACKAGE PROJECT (PROJECT NO. PF1706) IN AN
AMOUNT NOT TO EXCEED $140,249 AND AUTHORIZING A
TOTAL CONSTRUCTION BUDGET OF$175,311.
WHEREAS, the City of South San Francisco ("City") owns five (5) fire stations which have fire station
alert package systems to notify emergency responders of an incident; and
WHEREAS,the current fire station alert package system's hardware is now obsolete and parts to repair the
system are no longer being manufactured; and
WHEREAS, Telecommunications Engineering Associates (TEA) is the vendor responsible for the
installation and maintenance of this alerting system for all fire agencies within San Mateo County; and
WHEREAS, the alerting system includes proprietary software, which is developed and licensed
exclusively by TEA; and
WHEREAS, staff recommends awarding the proposed Purchase and Installation Agreement for fire
station alerting system hardware and software to TEA to ensure that South San Francisco's fire alerting
system is interoperable with the systems used by neighboring agencies; and
WHEREAS,staff has determined that only one product,the Fire Station Alerting Packages meet the City's
needs and concerns with respect to public safety communication in order to match other fire departments
throughout San Mateo County and has confirmed that these Fire Station Alerting Packages can only be
obtained from Telecommunications Engineering Associates; and
WHEREAS, California Public Contract Code Section 3400(c) 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.
NOW,THEREFORE, BE IT RESOLVED,by the City Council of the City of South San Francisco
City of South San Francisco Page 1
File Number: 17-360 Enactment Number: RES 35-2017
that the City Council hereby finds that all of the recitals set forth above are true and correct to the best of its
knowledge, and are incorporated as part of this Resolution.
NOW,THEREFORE,BE IT RESOLVED,by the City Council of the City of South San Francisco that the
City Council hereby awards a Purchase and Installation Agreement for the Fire Station Alert Package
Project to Telecommunications Engineering Associates of San Carlos, California in an amount not to
exceed $140,249, conditioned on Telecommunications Engineering Associate's timely execution of the
Project contract and submission of all required documents, including but not limited to, certificates of
insurance and endorsements, in accordance with the Project documents.
BE IT FURTHER RESOLVED that the City Council authorizes a total project budget of$175,311 and
authorizes the City Manager to utilize any unspent amount of the total project budget,if necessary,towards
additional contingency budget.
BE IT FURTHER RESOLVED that the City Council authorizes the Finance Department to establish the
Project budget consistent with the information contained in the staff report.
BE IT FURTHER RESOLVED that the City Council authorizes the City Manager to execute the
documents on behalf of the City upon timely submission by Telecommunications Engineering Associates
signed contract and all other documents, subject to approval as to form by the City Attorney.
BE IT FURTHER RESOLVED that the City Council authorizes the City Manager to take any other related
actions consistent with the intention of this Resolution.
At a meeting of the City Council on 4/26/2017, a motion was made by Richard Garbarino, seconded by
Mark Addiego,that this Resolution be approved.The motion passed.
Yes: 5 Vice Mayor Normandy, Councilmember Garbarino, Councilmember
Matsumoto, Mayor Gupta, and Councilmember Addiego
Attest by -AM
Gabriel odrig
City of South San Francisco Page 2
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[Rev:11/14/2016]
PURCHASE AND INSTALLATION AGREEMENT BETWEEN THE
CITY OF SOUTH SAN FRANCISCO AND DARYL D. JONES, 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 and Installation Agreement (“Purchase and Installation
Agreement”) by Daryl D. Jones, Inc., dba Telecommunications Engineering Associates of San Carlos, CA (“Vendor”) for
the City of South San Francisco (“City”). Vendor and City are collectively referred to in this Purchase and Installation
Agreement as “the Parties.” If the Vendor selects subcontractors to execute a portion the terms of this Purchase and
Installation Agreement, that subcontractor is an agent of the Vendor, and is hereby included by reference as “the Vendor.”
1. Time of Performance. This Purchase and Installation Agreement shall commence effective April 27, 2017, and shall
end when Vendor has provided to the City the Products and Services described in this Purchase and Installation
Agreement, and in Exhibit A (“Products” and/or “Services”). The equipment and products listed in Exhibit A must be
delivered by July 1, 2017. The installation and other services set forth in Exhibit A must be completed by December 31,
2017. In the event that any of the terms of Exhibit A conflict with this Purchase and Installation Agreement, the terms
of the Purchase and Installation Agreement shall prevail.
2. Description of Goods. Vendor shall perform everything required to be performed and shall provide and furnish to City
with Fire Station Alerting System Hardware, Software (License and Usage), and Services 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 and Installation
Agreement in strict accordance with the specifications as established by this Purchase and Installation Agreement and
Exhibit(s), which specifications are incorporated herein and made part of this Purchase and Installation 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 and Installation
Agreement is not to exceed One Hundred Forty Thousand Two Hundred Forty Eight Dollars and Seventy Four Cents
($140,248.74).
The City shall pay Vendor invoices for Products and/or Services actually delivered in accordance with this Purchase
and Installation 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 and Installation 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 and Installation Agreement are subject to adjustment.
In no event will the prices of Products and/or Services delivered exceed that specified on this Purchase and Installation
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 and Installation 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 and Installation 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 and Installation Agreement.
Vendor also expressly warrants and guarantees, as stated in Exhibit A, 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.
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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 and Installation Agreement or Vendor’s failure to comply with this Purchase and Installation 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 and Installation
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 and Installation 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 and Installation 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.
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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 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 and
Installation Agreement upon notice to the Vendor. If the City terminates this Purchase and Installation Agreement, the
City will pay the Vendor for Products and/or Services accepted in accordance with this Purchase and Installation
Agreement prior to the date of termination.
14. Prevailing Party. In the event that either party to this Purchase and Installation Agreement commences any legal action
or proceeding (including but not limited to arbitration) to interpret the terms of this Purchase and Installation 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: Daryl D. Jones, President
Daryl D. Jones, Inc.
Dba Telecommunications Engineering Associates
1160 Industrial Road #15
San Carlos, CA 94070
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 and
Installation Agreement without the City’s prior written approval. This Purchase and Installation Agreement is governed
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by California law. The jurisdiction for any litigation arising from this Purchase and Installation Agreement shall be in the
state of California, and shall be venued in the County of San Mateo.
17. Severability. If any portion of this Purchase and Installation Agreement is held invalid, the Parties agree that such
invalidity shall not affect the validity of the remaining portions of this Purchase and Installation Agreement.
18. Entire Agreement. This Agreement represents the entire and integrated agreement between the Parties. This Purchase
and Installation 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 all Parties.
CITY OF SOUTH SAN FRANCISCO VENDOR
A Municipal Corporation
By:___________________________ By:___________________________
Mike Futrell, City Manager Daryl D. Jones, President
Approved as to Form:
__________________________
City Attorney
2729963.1