REPORT/RECOMMENDATION TO THE BOARD OF SUPERVISORS
OF SAN BERNARDINO COUNTY
AND RECORD OF ACTION
March 14, 2023
FROM
JAKE CORDOVA, Interim Chief Information Officer, Innovation and Technology Department
SUBJECT
Title
Subscription Order Form and Subscription Terms and Conditions with Easy Ice, LLC for Commercial Grade Ice Machine Rental and Related Services
End
RECOMMENDATION(S)
Recommendation
Approve Subscription Order Form and Subscription Terms and Conditions, including non-standard terms, with Easy Ice, LLC, for commercial grade ice machine equipment rental and related services, for an amount not to exceed $28,000, for the period beginning March 14, 2023, through March 13, 2026, thereafter automatically renewing monthly until terminated by either party.
(Presenter: Jake Cordova, Interim Chief Information Officer, 387-5501)
Body
COUNTY AND CHIEF EXECUTIVE OFFICER GOALS & OBJECTIVES
Improve County Government Operations.
Operate in a Fiscally-Responsible and Business-Like Manner.
FINANCIAL IMPACT
Approval of this item will not result in the use of Discretionary General Funding (Net County Cost). Operating costs are recovered via service rates approved annually by the Board of Supervisors (Board). The cost of the initial three-year subscription agreement with Easy Ice, LLC (Easy Ice) to rent a commercial grade ice machine and receive related services is $8,569, which includes a one-time setup fee of $451. The remaining not-to-exceed amount of $19,431 will provide ITD the ability to continue the service on a month-to-month basis following the initial three-year term and to purchase additional maintenance, repair, and parts for the ice machine as needed over the course of the subscription. Sufficient appropriation is included in the Innovation and Technology Department (ITD) Telecommunication Services 2022-23 budget and will be included in future recommended budgets.
BACKGROUND INFORMATION
A core component of the services provided by ITD is data and cabling installation fieldwork completed by the Telecommunication Services division. By its nature, a significant portion of this fieldwork is conducted in non-climate-controlled areas such as new construction buildings and confined non-air-conditioned spaces; outdoor work conducted with utility trucks and vans; and repair and installation work performed outdoors on a variety of communications equipment, including underground cabling, outdoor telecommunication infrastructures, rooftop antennas, and microwave towers. Due to the hot climate of Southern California, this leaves County communications technicians exposed to the heat while performing their duties. Providing these technicians with access to potable ice at the ITD warehouse at the start of their shift will allow the technicians to prepare ice chests and coolers stored in their utility trucks and provide them with a source of cold beverages while working in non-climate-controlled areas. This will significantly mitigate the occupational hazard of performing labor-intensive work in temperatures that routinely exceed 100 degrees Fahrenheit.
ITD researched the option of purchasing a commercial-grade ice machine to fulfill this need. While conducting market research, it became apparent that equipment of this nature requires on-going specialized maintenance, cleaning, and sanitization in order to produce potable ice. ITD lacks the appropriate expertise to perform this function, so it was determined that a rental arrangement that provides these services would be more effective from a health and safety perspective.
Approval of Easy Ice’s Subscription Order Form (Subscription) will allow ITD to rent a commercial grade ice machine and receive related services, including maintenance, repair, and parts for the ice machine, as needed. Additionally, if the ice machine fails to perform to the manufacturer’s production standards due to normal wear and tear, Easy Ice will deliver bagged ice in quantities sufficient to match the production capacity of the rented machine, or reimburse the County for the purchase of standard packaged ice upon prior written approval from Easy Ice, provided that the County has fulfilled its obligations to provide water, electricity, drainage, and operating temperatures as specified by the equipment manufacturer. This will ensure ITD technicians have access to ice on hot days when performing work in non-climate-controlled locations, if the ice machine fails under normal conditions.
The Easy Ice Subscription Terms and Conditions (Agreement) is Easy Ice’s standard commercial contract, which includes terms that differ from the standard County contract and omits certain County standard contract terms. Easy Ice is unwilling to negotiate these terms, except for agreeing to California governing law. The non-standard and missing terms include the following:
1. Easy Ice may assign the Agreement without notice to the County and without the County’s approval.
• The County standard contract requires County approval of any assignment of the contract.
• Potential Impact: Easy Ice could assign the Agreement to a third party or business with which the County is legally prohibited from doing business due to issues of Federal debarment or suspension and conflict of interest, without the County’s knowledge. Should this occur, the County would be out of compliance with the law until it becomes aware of the assignment and terminates the Agreement.
2. The Agreement does not require Easy Ice to indemnify the County, as required by County Policy 11-07, for any claims, including for intellectual property infringement claims.
• The County standard contract indemnity provision requires the contractor to indemnify, defend, and hold County harmless from third party claims arising out of the acts, errors or omissions of any person. The standard contract provision for intellectual property indemnity is: Contractor will indemnify, defend, and hold harmless County and its officers, employees, agents and volunteers, from any and all third party claims, costs (including without limitation reasonable attorneys’ fees), and losses for infringement of any United States patent, copyright, trademark or trade secret (Intellectual Property Rights) by any goods or services.
• Potential Impact: If the County is sued for any claim, including personal injury, property damage, death, or intellectual property infringement based on the provision of equipment and services, the County will be solely liable for the costs of defense and damages, which could exceed the total Agreement amount.
3. The Agreement does not require Easy Ice to meet the County’s insurance standards as required pursuant to County Policy 11-07.
• The County Policy requires contractors to carry appropriate insurance at limits and under conditions determined by the County’s Risk Management Department and set forth in the County standard contract.
• Potential Impact: The County has no assurance that Easy Ice will be financially responsible for claims that may arise from the County’s use of the equipment or the provision of services by Easy Ice, which could result in expenses to the County that exceed the total Agreement amount.
4. Easy Ice disclaims all liability whatsoever for any and all claims, including personal injury and property damage.
• The County standard contract does not include a limitation of liability.
• Potential Impact: The County bears all risk of loss for all third-party claims and can make no claim against Easy Ice for any reason.
5. The term of the Agreement is 36 months, thereafter automatically renewing until terminated by either party on 30 days’ prior written notice.
• County Policy 11-06SP does not permit indefinite term or automatically renewing contracts unless approved by the Board.
• Potential Impact: There is no end term to the Agreement and the County is indefinitely bound to the terms and conditions of the Agreement until one of the party’s gives 30 days’ prior written notice at any time following the first 36 months.
6. There is no termination for convenience and the Agreement is non-cancelable during the first 36 months. Thereafter, either party may terminate the Agreement.
• The County standard contract gives the County the right to terminate the contract, for any reason, with a 30 day written notice of termination without any obligation other than to pay amounts for services rendered and expenses reasonably incurred prior to the effective date of termination.
• Potential Impact: The County cannot terminate the Agreement for convenience or for any reason during the first 36 months, and remains liable for the full Agreement amount, which could result in payment liability where no funds are available due to lack of allocation or loss of funding.
7. There is no stated venue in the Agreement.
• The County standard contract requires venue for disputes in Superior Court of California, County of San Bernardino, San Bernardino District.
• Potential Impact: Easy Ice has significant contacts in multiple states including Delaware, Michigan, and Arizona. Having no express venue in the Agreement means that venue could be applied outside of San Bernardino County, which may result in additional expenses that exceed the amount of the Agreement.
8. Easy Ice provides the equipment, “as is” and disclaims all warranties of any kind.
• There is no warranty requirement in the County standard contract. The County expects its vendors and service providers to fully warrant the products and services they provide to the County.
• Potential Impact: The County’s use of the Easy Ice equipment is solely at its own risk.
ITD recommends approval of the Agreement, including non-standard terms, which will allow ITD to rent a commercial grade ice machine and receive related services in support of technicians in the field.
PROCUREMENT
ITD solicited informal bids from three commercial grade ice machine rental vendors and bids were evaluated based on services offered, vendor reviews, and cost. Easy Ice was determined to be the best solution for ITD’s needs for equipment rental and related maintenance services. No protests were received.
|
Vendor |
Location |
Install Cost |
Annual Cost |
Total First Year Cost |
|
Waterlogic Americas, LLC |
New Castle, DE |
$150 |
$4,200 |
$4,350 |
|
Quench USA, Inc. |
King of Prussia, PA |
$200 |
$3,720 |
$3,920 |
|
Easy Ice, LLC |
Marquette, MI |
$451 |
$2,706 |
$3,157 |
REVIEW BY OTHERS
This item has been reviewed by County Counsel (Bonnie Uphold, Supervising Deputy County Counsel, 387-5455) on February 17, 2023; Purchasing (Tevan Stremel, Buyer III, 387-2098) on February 6, 2023; Risk Management (Victor Tordesillas, Director, 386-8623) on February 22, 2023; Finance (Ivan Ramirez, Administrative Analyst, 387-4020) on February 22, 2023; and County Finance and Administration (Paloma Hernandez-Barker, Deputy Executive Officer, 387-5423) on February 27, 2023.