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HomeMy WebLinkAboutReso 64-2017 (17-483) City of South San Francisco P.O. Box 711 (City Hall, 400 Grand Avenue) y. a —.*61 South San Francisco,CA -T- v O City Council � c�2 oRZ1P Resolution: RES 64-2017 File Number: 17-483 Enactment Number: RES 64-2017 RESOLUTION APPROVING A PURCHASE AGREEMENT WITH JWC ENVIRONMENTAL FOR THE PURCHASE OF PARTS TO REPAIR AND REFURBISH SEWAGE GRINDERS AT THE WATER QUALITY CONTROL PLANT'S SEWAGE PUMP STATIONS FOR FISCAL YEARS 2017-18 THROUGH 2021-22 IN AN AMOUNT NOT TO EXCEED $160,000 PER FISCAL YEAR AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT ON BEHALF OF THE CITY OF SOUTH SAN FRANCISCO. 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 ("Exhibit A") between the City of South San Francisco and JWC Environmental for the purchase of parts to repair and refurbish sewage grinders at the Water Quality Control Plant's sewage pump stations for fiscal years 2017-18 through 2021-22 in an amount not to exceed $160,000 per fiscal year 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 approves a purchase agreement with JWC Environmental to purchase parts to repair and refurbish the sewage grinders at the Water Quality Control Plant's sewage pump stations for fiscal years 2017-18 through 2021-22 in an amount not to exceed $160,000 per fiscal City of South San Francisco Page 1 File Number: 17-483 Enactment Number: RES 64-2017 year, attached hereto as Exhibit A. 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 JWC Environmental of the signed agreement 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 Special City Council on 6/27/2017,a motion was made by Mark Addiego, seconded by Liza Normandy, that this Resolution be approved.The motion passed. Yes: 5 Matsumoto, Normandy,Addiego, Gupta, and Garbarino Attest by Gabriel Roo rt. . =r' - City of South San Francisco Page 2 Page 1 of 3 [Rev:11/14/2016] 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, 2017, and shall end on June 30, 2022, unless earlier terminated by the City, as provided in this Purchase Agreement. 2. Products and Services. Vendor shall provide to the City the Products and Services described in this Purchase Agreement, and in Exhibit A (“Products” and/or “Services”) necessary to provide and furnish the City with parts, repair and refurbishment of Pump Station Sewage Grinders. In the event that any of the terms of Exhibit A conflict with this Purchase Agreement, the terms of the Purchase Agreement shall prevail. Vendor shall complete delivery F.O.B. to the City of South San Francisco upon completion of refurbishment in strict accordance with the specifications as established by this Purchase Agreement and Exhibit A, 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 based on the Goods and Services provided to the City based on the prices quoted in the attached Exhibit A. The City hereby agrees to pay Vendor a total not to exceed amount for Products and/or Services performed under this Purchase Agreement in an amount not to exceed one hundred and sixty thousand dollars ($160,000) per fiscal year. 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, 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 Acceptance. Finished installation work and/or equipment shall be subject to final inspection and acceptance or rejection by the City. Page 2 of 3 [Rev:11/14/2016] 7. 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. 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. 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. 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 public work. Such records shall be certified and submitted weekly as required by Labor Code Section 1776. 10. 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 Page 3 of 3 [Rev:11/14/2016] 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. 11. 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. 12. 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. 13. 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: JWC Environmental 2600 S. Garnsey Street Santa Ana, CA 92707 City: City Clerk City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 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. 17. 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 JWC Environmental, Authorized Representative Approved as to Form: __________________________ City Attorney Form 590 C2 2016 Name Name  SSN or ITIN  FEIN  CA Corp no.  CA SOS file no. Address (apt./ste., room, PO box, or PMB no.) City (If you have a foreign address, see instructions.) State ZIP code TAXABLE YEAR 2017 Withholding Exemption Certificate CALIFORNIA FORM 590 The payee completes this form and submits it to the withholding agent. The withholding agent keeps this form with their records. Withholding Agent Information Payee Information Exemption Reason Check only one box. By checking the appropriate box below, the payee certifies the reason for the exemption from the California income tax withholding requirements on payment(s) made to the entity or individual.  Individuals — Certification of Residency: I am a resident of California and I reside at the address shown above. If I become a nonresident at any time, I will promptly notify the withholding agent. See instructions for General Information D, Definitions.  Corporations: The corporation has a permanent place of business in California at the address shown above or is qualified through the California Secretary of State (SOS) to do business in California. The corporation will file a California tax return. If this corporation ceases to have a permanent place of business in California or ceases to do any of the above, I will promptly notify the withholding agent. See instructions for General Information D, Definitions.  Partnerships or Limited Liability Companies (LLCs): The partnership or LLC has a permanent place of business in California at the address shown above or is registered with the California SOS, and is subject to the laws of California. The partnership or LLC will file a California tax return. If the partnership or LLC ceases to do any of the above, I will promptly inform the withholding agent. For withholding purposes, a limited liability partnership (LLP) is treated like any other partnership.  Tax-Exempt Entities: The entity is exempt from tax under California Revenue and Taxation Code (R&TC) Section 23701 ______ (insert letter) or Internal Revenue Code Section 501(c) _____ (insert number). If this entity ceases to be exempt from tax, I will promptly notify the withholding agent. Individuals cannot be tax-exempt entities.  Insurance Companies, Individual Retirement Arrangements (IRAs), or Qualified Pension/Profit-Sharing Plans: The entity is an insurance company, IRA, or a federally qualified pension or profit-sharing plan.  California Trusts: At least one trustee and one noncontingent beneficiary of the above-named trust is a California resident. The trust will file a California fiduciary tax return. If the trustee or noncontingent beneficiary becomes a nonresident at any time, I will promptly notify the withholding agent.  Estates — Certification of Residency of Deceased Person: I am the executor of the above-named person’s estate or trust. The decedent was a California resident at the time of death. The estate will file a California fiduciary tax return.  Nonmilitary Spouse of a Military Servicemember: I am a nonmilitary spouse of a military servicemember and I meet the Militar y Spouse Residency Relief Act (MSRRA) requirements. See instructions for General Information E, MSRRA. CERTIFICATE OF PAYEE: Payee must complete and sign below. To learn about your privacy rights, how we may use your information, and the consequences for not providing the requested information, go to ftb.ca.gov and search for privacy notice. To request this notice by mail, call 800.852.5711. Under penalties of perjury, I declare that I have examined the information on this form, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. I further declare under penalties of perjury that if the facts upon which this form are based change, I will promptly notify the withholding agent. Type or print payee’s name and title ___________________________________________________ Telephone (_____)___________ Payee’s signature  7061173 Date ______________________