Resolution No. 81601 RESOLUTION NO. 8160
2
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
3 VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
4 AN EQUIPMENT PURCHASE AND PROFESSIONAL SERVICES
CONTRACT BY AND BETWEEN THE CITY OF VERNON AND K.R.
5 NIDA CORPORATION, DBA NIDA COMPANIES, AND REPEALING
RESOLUTION NO. 8094
6
7 WHEREAS, on July 24, 2002, the City Council of the City of
8 Vernon adopted Resolution No. 8029 approving the purchase of a 2003
9 Ford Excursion vehicle for the Fire Department to be used as a Command
10 Vehicle; and
11 WHEREAS, the Fire Department of the City of Vernon has
12 requested that the City purchase the necessary equipment and
13 installation services necessary for the conversion of the 2003 Ford
14 Excursion into a Command Vehicle; and
15 WHEREAS, the City's staff has determined that the purchase of
16 the equipment and services for the conversion of the 2003 Ford
17 Excursion will enhance its ability to serve the community, thereby
18 benefiting the health and welfare of Vernon's citizens; and
19 WHEREAS, on November 20, 2002, the City Council of the City
20 of Vernon adopted Resolution No. 8094 approving and authorizing the
21 execution of an Equipment Purchase and Professional Services Contract
22 with 911Vehicle.com; and
23 WHEREAS, after the City and 911Vehicle.com entered into the
24 Contract, 911Vehicle.com advised the City that it was unable to obtain
25 the insurance required under the Contract; and
26 WHEREAS, based upon the inability of 911Vehicle.com to
27 fulfill its contractual obligations, the City Council of the City of
28 Vernon believes it to be in the best interests of the City to rescind
1 its approval of the Contract; and
2 WHEREAS, K.R. Nida Corporation, dba Nida Companies ("K.R.
3 Nida") has performed other installation services in the past for the
4 Vernon Fire Department and is familiar with the Cit,y's vehicles and
5 requirements; and
6 WHEREAS, City's Fire Department believes that, because of
7 the experience and qualifications of K.R. Nida, it is best suited to
8 provide the necessary equipment and labor to perform the conversion
9 process to meet the Fire Department's specifications and requirements;
10 and
11 WHEREAS, by letter dated February 11, 2003, Bruce V.
12 Malkenhorst, City Administrator/City Clerk, recommended that a
13 contract with K.R. Nida be approved and executed; and
14 WHEREAS, the City Council of the City of Vernon has
15 determined that, pursuant to the provisions of subsection (a) of
16 Section 2.27 of the Vernon City Code, it is in the public interest and
17 necessity to enter into a contract with K.R. Nida for the conversion
18 of the 2003 Ford Excursion into a Command Vehicle to enhance services
19 provided to the Vernon community.
20 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
21 CITY OF VERNON AS FOLLOWS:
22 SECTION 1: The City Council of the City of Vernon hereby
23 finds and determines that the recitals contained hereinabove are true
24 and correct.
25 SECTION 2: The City Council of the City of Vernon hereby
26 rescinds Resolution No. 8094 and specifically rescinds the Equipment
27 Purchase and Professional Services Contract with 911Vehicle.com, it
28 being the intent of the City Council that the Equipment Purchase and
2 -
1 Professional Services Contract with K.R. Nida supersede the
2 911Vehicle.com Contract.
3 SECTION 3: The City Council of the City of Vernon hereby
4 approves the Equipment Purchase and Professional Services Contract
5 with K.R. Nida, a copy of which is attached hereto as Exhibit "A" and
6 made a part hereof.
7 SECTION 4: The City Council of the City of Vernon hereby
8 authorizes the Mayor and the City Clerk to execute said Contract for,
9 and on behalf of, the City of Vernon.
10 SECTION 5: The City Council of the City of Vernon hereby
11 directs the City Clerk, or his designee, to send one fully executed
12 Contract to:
13 K.R. Nida Corporation, dba Nida Companies
14 Attn. Steven Page
382-7 Foothill Boulevard
15 La Crescenta, CA 91214
16 SECTION 6: The City Clerk of the City of Vernon shall
17 certify to the passage of this resolution, and thereupon and
18 thereafter the same shall be in full force and effect.
19 APPROVED AND ADOPTED this 19th day of February, 2003.
20
21
22 EONIS C. MAL URG, M yor
23 ATTEST:
24
25
26 BRUCE V. MALKENHORST, City Clerk
27
28
3
1 STATE OF CALIFORNIA )
2 ) ss
COUNTY OF LOS ANGELES }
3
4 I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
5 hereby certify thatathe foregoing Resolution, being Resolution No.
6 8160, was duly adopted by the City Council of the City of Vernon at a
7 regular meeting of the City Council duly held on Wednesday,
8 February 19, 2003, and thereafter was duly signed by the Mayor of the
9 City of Vernon.
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11
BRUCE V. MALKENHORST, City Clerk
12
13 (SEAL)
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EXHIBIT
0
1 EQUIPMENT PURCHASE AND PROFESSIONAL SERVICES CONTRACT
2
3 THIS CONTRACT is made, entered into and executed in duplicate
4 originals, either copy of which may be considered and used as the
5 original hereof for all purposes, as of this day of February,
6 2003, in the City of Vernon, County of Los Angeles, California
7 BY AND BETWEEN THE CITY OF VERNON, a municipal
corporation (hereinafter
8 referred to as "City")
4305 Santa Fe Avenue
9 Vernon, CA 90058
10 AND K.R. NIDA CORPORATION, dba NIDA
11 COMPANIES (hereinafter referred
to as "K.R. Nida")
12 3827 Foothill Boulevard
La Crescenta, CA 91214
13
14 RECITALS
15 WHEREAS, City purchased a 2003 Ford Excursion from Midway
16 Ford to be utilized as a Command Vehicle by its Fire Department; and
17 WHEREAS, City's Fire Department believes that the conversion
18 of the 2003 Ford Excursion into a mobile Command Vehicle would enhance
19 its ability to serve the community; and
20 WHEREAS, K.R. Nida has performed other installation services
21 in the past for the Vernon Fire Department and is familiar with City's
22 vehicles and requirements; and
23 WHEREAS, City's Fire Department believes that because of K.R.
24 Nida's experience and qualifications in performing similar conversions
25 for other municipal fire departments that it is best suited to perform
261 the conversion process within the short time frame requested by the
27 Fire Department; and
28 WHEREAS, on January 15, 2003, K.R. Nida prepared a
1 Quotation (hereinafter the "Quotation"), a copy of which is attached
2 hereto as Exhibit "A" and incorporated herein by reference; and
3 WHEREAS, K.R. Nida has advised City that it can furnish and
4 install the necessary electrical conversion equipment, emergency
5 lighting and sirens, radios and computers, cabinets and other necessary
6 equipment (collectively, the "Equipment") as set forth in the Quotation
7 that meets the City's specifications, that it is qualified and capable
8 of providing the Equipment and labor the City requires and is willing
9 to do so on the terms and conditions set forth below; and
10 WHEREAS, City desires to enter into an agreement with K.R.
Nida to provide for the purchase, delivery, installation and testing of
11
the Equipment.
121
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
13
FORTH HEREIN:
14
15 1. Scope of Services.
16 K.R. Nida agrees to sell, deliver, and furnish the necessary
17
labor, materials, supplies, equipment,- transportation and supervision 18 -
to install and test the Equipment as set forth and described in detail
19 in the attached Exhibit "A" and to perform the services outlined in the
20 Quotation. In the event of a conflict between the Quotation and this
21 Contract, the terms of this Contract shall prevail.
2. Time of Performance.
22
K.R. Nida's performance as identified herein shall commence
23
24 upon the signing of this Contract and shall be performed pursuant to a
25 schedule to be established by the Fire Department. K.R. Nida's
26 performance will be complete when all of the tasks set forth in its
27 Quotation are completed and acceptable to the City, unless terminated
28 or extended. Completion of the services to be performed by K.R. Nida
- 2 -
1 is expected to be no later than three weeks after the conversion work
2 is begun.
3 3. Price.
4 The City shall compensate K.R. Nida for the actual services
5 performed on a time and material basis as set forth in its Proposal.
6 The total compensation shall not exceed Twenty -Seven Thousand Four
7 Hundred Eighty -Five Dollars and Fifty -Nine Cents ($27,485.59),
8 including taxes.
9 4. Method of Payment.
10 The City agrees to pay K.R. Nida for the full amount of the
11 Equipment within thirty (30) days after the City's testing and
121 acceptance of the Equipment and the City's receipt of an invoice from
13 K.R. Nida.
14 5. Change and Extra Services.
15 City reserves the right to request changes in the Equipment
16 design, delivery dates, or additions to or deletions from the Equipment
17 purchased from K.R. Nida. All such changes shall be incorporated in
18 written change orders executed by City and K.R. Nida and shall specify
19 the changes ordered and the adjustment of prices, delivery schedules
20 and warranties. Any equipment or services added under this section
21 shall be executed under all applicable conditions of this Contract. No
22 claim for additional compensation or extension of time shall be
23 recognized unless contained in a duly executed change order.
24 6. Cancellation/Default.
25 A. This Contract may be terminated by the City for its
26 convenience upon fifteen (15) days prior written notice and upon
27 payment of reasonable and proper termination charges, including, but
28 not -limited to, all costs incurred or committed prior to the effective
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1 date of notice of termination and all charges incurred by K.R. Nida in
2 connection with the termination, plus reasonable overhead and profit.
3 B. In the event that K.R. Nida commits a breach of a
4 material condition of this Contract, the City shall'.notify K.R. Nida in
5 writing of said breach and if K.R. Nida has not cured or begun
6 reasonable efforts to cure after fifteen (15) days of receipt of said
7 notice, and fails to diligently pursue corrective action, then the City
8 shall have the right to cancel this Contract. K.R. Nida shall be
9 responsible for any direct costs due to the City's re -procurement of
10 the equivalent of the equipment or services cancelled from K.R. Nida.
ill 7. Warranties.
12 K.R. Nida warrants title to the Equipment purchased hereunder
13 and any part thereof to be free of any claim of any security interest,
14 lien or any encumbrance. K.R..Nida also warrants that the Equipment
15 will be delivered new and shall be free from defects in material and
16 workmanship for the warranty period of twelve months from operation.
17 Allmanufacturers' warranties, any warranties typically provided by
18 K.R. Nida and any other warranties made applicable by law shall apply
19 to the parts and labor provided by K.R. Nida.
20 8. Compliance with Laws.
21 K.R. Nida shall strictly observe and comply with all
22 applicable federal, state, and local laws, ordinances and regulations
23 governing this sale, including but not limited to any permit or license
24 11 requirements of the United States Department of Commerce, as well as
25 any laws of the United States of America.
26 9. Governing Law.
27 The validity, interpretation and performance of this Contract
28 shall be controlled and construed under the laws of the State of
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1 California.
2 10. Forum Selection.
3 Any action brought relating to this Contract shall be brought
4 and held exclusively in a State Court in the County.of Los Angeles,
5 California.
6 11. Notices.
71 Notices to the parties, unless otherwise requested in
8 writing, shall be sent to:
9 City: THE CITY OF VERNON
ATTN: BRUCE V. MALKENHORST
10 CITY ADMINISTRATOR
4305 SANTA FE AVENUE
11 VERNON, CA 90058-0805
12
13 K.R. Nida K.R. NIDA CORPORATION dba NIDA COMPANIES
ATTN: KEVIN R. NIDA
14 3827 FOOTHILL BLVD.
LA CRESCENTA, CA 91214
15
16 12 General Provisions.
17 A. Independent Contractor."
18 At all times during the term of this Contract, K.R. Nida
19 shall be an independent contractor and shall not be an employee of
20 City. City shall have the right to control K.R. Nida only insofar as
21 the results of K.R. Nida services rendered pursuant to this Contract;
22 however, City shall not have the right to control the means by which
23 K.R. Nida accomplishes services rendered pursuant to the Contract
24 except to the extent that such services involve the use of City
25 property or Confidential Information.
26 B. K.R. Nida Not Agent.
27 Except as City may specify in writing, K.R. Nida shall have
28 no authority, express or implied, to act on behalf of City in any
- 5 -
1 capacity whatsoever as an agent. K.R. Nida shall have no authority,
2 express or implied, pursuant to this Contract to bind City to any
3 obligation whatsoever.
4 C. Indemnification.
5 K.R. Nida shall indemnify, defend, protect and hold City and
6 its officers, agents and employees, free and harmless from and against
7 any and all claims, demands, losses, damages, liabilities, fines,
8 charges, penalties, orders,. judgments and all costs and expenses
9 incurred in connection therewith, including reasonable attorney's fees
10 and costs of defense arising out of the services performed under this
11 Contract, except to the extent arising from or caused by the sole
12 negligence or willful misconduct of City, its officers, agents or
13 employees.
14 D. Insurance.
15 K.R. Nida agrees to provide insurance in the amounts and
16 forms specified in Exhibit "B," which is attached hereto and made a
17 part hereof by reference. Comparable coverage shall be provided for
18 each subcontractor used in the performance of this Contract. K.R. Nida
19 shall submit to City documentation indicating compliance with these
20 minimum requirements no less than one (1) day prior to the beginning of
21 performance under this Contract. K.R. Nida shall not commence
22 performance of its services under this Contract until the above
23 insurance has been obtained and proof of insurance has been filed with
241 and approved by City.
25 E. Entire Agreement.
26 This Contract constitutes the complete and final expression
27 of the agreement of the parties and is intended as a complete and
28 exclusive statement of the terms of their agreement and supersedes all
- 6 -
1 prior and contemporaneous offers, promises, representations,
2 negotiations, discussions, communications and agreements which may have
3 been made in connection with the subject matter hereof. All exhibits
4 are incorporated by reference. K.R. Nida represents that in entering
5 into this Contract it has not relied on any previous representations or
6 understandings of any kind or nature.
7 F. Partial Invalidity.
8 Wherever possible, each provision hereof will be interpreted
9 in such manner as to be effective and valid under applicable law, but
10 in case any one or more of the provisions contained herein will, for
11 any reason, be held to be invalid, illegal or unenforceable in any
12 respect, such provision will be ineffective to the extent, but only to
13 the extent of such invalidity, illegality or unenforceability without
14 invalidating the remainder of such provision or provisions or any other
15 provision hereof, unless such a construction would be unreasonable or
16 contrary to the parties' intent as expressed in this Contract.
17 G. Risk of Loss.
18 Title and risk of loss or damage shall pass to City and
19 delivery shall be deemed to be complete upon delivery FOB 4305 Santa Fe
20 Avenue, Vernon, California.
21 H. Benefit of Agreement.
22 This Contract shall bind and benefit the parties hereto and
23 their heirs, successors, and permitted assigns.
24 I. Force Majeure.
25 Neither party shall be considered to be in default in any of
26 its obligations under this Contract when a failure of performance shall
27 be due to an uncontrollable force. The terms "uncontrollable force"
28 shall mean any cause beyond the control of the party affected,
- 7 -
1 including, but not restricted to, flood, earthquake, storm, fire,
2 lightening, epidemic, war, riot, civil disturbance or disobedience,
3 sabotage, federal, state, or municipal action, statute, ordinance, or
4 regulation, embargoes or the United States Government or any other
5 government, which by exercise of due diligence such party could not
6 reasonably have been expected to avoid and by exercise to due diligence
7 has been unable to overcome. Either party rendered unable to fulfill
8 any of its obligations under this Contract by reason of an
9 uncontrollable force, shall give written notice within five (5)
10 business days of such fact to the other party and shall exercise due
11 diligence to remove such inability with all reasonable dispatch.
12 J. Waiver.
13 Any waiver at any time by either party of its rights with
14 respect to a default under this Contract, or with respect to any other
15 matters arising in connection with this Contract, shall not be deemed a
161 waiver with respect to subsequent default or other matter.
17 K. Amendment.
18 All changes or modifications to this Contract shall be in a
19 writing stating that it is an amendment to this Contract and shall be
20 signed by both parties or their duly authorized agents. This Contract
21 shall not be modified through course of dealing, usage or trade.
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IN WITNESS WHEREOF, the parties have caused this Contract to
be executed by and through their authorized officers on the date, month
and year first .written above.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
EDUARDO OLIVO, City Attorney
CITY OF VERNON
LEONIS C. MALBURG, Mayor
K.R. NIDA CORPORATION
ba N DA COMPANIES
By:
Title:
By:
Title:
- 9 -
EXHIBIT A
JaA IS 03, 06: 23p P. `1 ,
0 Nida Companies
3827 Foothill Boulevard
La Cresoenta, CA 91214
(818) 957-1248 Phone
(818) 957-0719 Fax
QUOTATION
DATE_ J Q OTATION
1/15/2003 I 2328
NAME/ADDRESS
CITY OF VERNON PURCHASING DEPT.
430S SANTA FB AVENUE
VERNON. CA 90058
ATPN:DBBBY NICKENS
(323) 583. 4821
r P.O. NO. - TFjM8 - REP FOB .....
... _ PROJECT
— -L--
DF3CRIP' ON ...... .
- - QN----
-...... 57... _
j QUOTATION FOR NEW EXCURSION COMMAND
�
V11111CLE
'
INSTALL BASIC ELECTRICAL SYSTEM
200 AMP ALTERNATOR, DUAL BATTERY
SYSTEM, DUAL BATTERY ISOLATECIN SYST[9M,
PAST IDLE ACTUATION SYSTEK MAIN DC
ELECI'RiCAL BUS, LOAD MANAGEMENT AND
CONTROL CENTER, IGNITION CONTROL
SYSTEM, PARK KILL SYSTEM, AND COMMAND
CENTER CONTROL SYSTEM
PAIRS
BASIC E-ECT1tICAL PARTS SUBTOTAL
I
2,300.00
I INSTALL
INSTALL BASIC RLBCIRICAL SYSTEM
I
1,860-00
t
'
INST E61i13R
PARTS
1 INSTALL
i
PARTS
INSTALL
ALG oExcY LTCI�rrNa wND stR>;N
UNITROL TM4-1, HIDDEN STROBE 71JUES,
HE.ADLWHT FLASHER AND SACK -UP ALARM
EMERGENCY LIGI-IT NG SUBTOTAL
INSTALL EMERGENCY LiOHTING AND SIREN
EQMPME NT, PLUS LIGHTSAR (WITH
OPTOCOM) 43Xn"0IVT8D STROBES,
FLUSH -MOUNT L D LIGHTS. STROBE POWER
SUPPLY, AND SIREN SPEAKERS
90.00
2,040 00
883.00
5,437.50
j CNSTALL COMMAND CONSOLE EQUIPMENT I
AL
http:/Aw4w.kmida.com
INSTALL RADIOS AND COMPUTER EQUIPMENT
PARTS FOR MOUNTING MCS2000 RAD1054
PANASONIC TOUGUBOOK MOUNTNG
HARDWARE. NEXTEL 1700 CAR CUT, AND
PORTABLE RADIO CHARGERS
MOUNTING HARDWARE FOR RADIOS AND
COMPUTER, AND NEX'TEL rM CAR =
INSTALL RADIOS AND COMPUTER EQUIPMENT
Page 1
SIGNATURE
—. __TOTAL
2.300-GOT
1,960.00
1 845.00T
l 2,040-do
• 883.00T
S,437.50
Jail 15 63, 06:23F .. ? , . . . I
Nida Companies QUOTATION
3827 Foothill Boulevard
La Creacente, CA 91214 DATE I QUOTATION
(818) 957-1248 Phone ... -L.
(818) 957-0719 Fax 111 5rzoo 2328
NAMADDRM
CITY OF VMNON PMCHASM DEPT.
4306 SANrA FE AVENUE
VERNON, CA gms
ATrN:DEBBY NICMS
(3V) $234821
PD. NO.
TERMS
REP
I
FOB
Net3d
ju
ITEM
OSSCRPTION
PARTS FOR COMMAND COnTak INCLUDING
104-54 COMMAND CABINET (IKMIFWD AS PER
DIAGRAM CENTER CONSOLE, AND REM
DOOR PANELS FOR REMOTE HEADS
PARTS
COMMAND CABINET HARDWARE
INSTALL
INSTALL COMMAND CENTER, HARDWARE
INSTALL MISCELLANEOUS HARDWARE FOR
NSTALL
!PARIS
KUSWAUL AUTIOCIIARGEIt 2000, ASTRON
PUOOw. WVERTBR, SWITCHING RELAY, REAR.
FLOOD LIGHTS (UNDER. BUMPER), BLUE
BEACON. VCR AND AUDIO AMPLIFIER, AND
LZV MONITOR WITH TV TUNER. AND
M=LLANEOUIS PARTS FOR INSTALL
INSTALL
INSTALL MISCELLANEOUS OTHER EQuw-&AENT
8.25% L.A. COLYNTY SALES TAX
httP:1twww.krnida.com
10 "Ik
PROJECT
COST
111 6,675.00
I moo
1 2,995.00
1 2,480.00
925%
TOTAL
6.675.00T
940.00
2.993-00T.
1.130.09
•
TOTAL $27,485.59
SIGNATURE
Page 2
EXHIBIT B
•. .` , 4 . . a , '. ,
1 EXHIBIT B
2 INSURANCE SCHEDULE
3 K.R. Nida shall provide proof of insurance, including a standard certificate of insurance, in at least the
following amounts and coverage (combined single limit permitted):
4
I. Coverage and Limits
5 BodilyInjuU Property Damage
6 Hazards Each Person Each Accident Each Accident
7 Automobile Liability
Owned Automobiles $ 500,000 $1,000,000 $ 500,000
8 Hired Automobiles $ 500,000 $1,000,000 $ 500,000
9 Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Workers' Compensation $ Statutory,
10 Employers' Liability $1,000 000 per employer
11 II. General and Professional Liability
12 General Liability $1,000,000 $2,000,000 $1,000,000
13 Premises Operations $1,000,000 $2,000,000 $1,000,000
Elevators (if applicable) $1,000,000 $25000,000 $1,000,000
14 Independent Contractors $1,000,000 $2,000,000 $15000,000
Products - Completed Operations $1,000,000 $2,000,000 $1,000,000
15 Contract Liability $1,000,000 $2,000,000 $1,000,000
16 Professional Liability $2,000,000 $2,000,000 $2,000,000
17 a. The general liability policy shall contain the following special endorsements which shall be noted on
or attached to the standard certificate of insurance:
18
19 1 - An endorsement naming the City of Vernon, its officers, and employees as additional insureds
under the policy.
20 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material
reduction of coverage.
21 3. An endorsement providing coverage for all operations under this Agreement.
22 4. Such other endorsement as may be required by addendum hereto.
23 b. In addition to the standard certificate of insurance, proof of general and professional liability
coverage shall be furnished in the form checked below. Only certification of the following proofs
24 will be accepted:
25 X For each policy, a notarized letter from the underwriter or carrier certifying that the coverage and
26 statements in the standard certificate of insurance (attached thereto) are true and correct and that
the signator is an officer authorized to so certify.
27 A copy of each policy certified by an officer of the underwriter or carrier and notarized.
28
EXHIBIT "B"
SUPPORTING
DOCUMENTS
1 EQUIPMENT PURCHASE AND PROFESSIONAL SERVICES CONTRACT
2
3 THIS CONTRACT is made, entered into and executed in duplicate
4 originals, either copy of which may be considered and used as the
5 original hereof for all purposes, as of this Ift day of February,
6 2003, in the City of Vernon, County of Los Angeles, California
7 BY AND BETWEEN THE CITY OF VERNON, a municipal
corporation (hereinafter
8 referred to as "City")
4305 Santa Fe Avenue
9 Vernon, CA 90058
10 AND K.R. NIDA CORPORATION, dba NIDA
11 COMPANIES (hereinafter referred
to as "K.R. Nida")
12 3827 Foothill Boulevard
La Crescenta, CA 91214
13.
14 RECITALS
15 WHEREAS, City purchased a 2003 Ford Excursion from Midway
16 Ford to be utilized as a Command Vehicle by its Fire Department; and
17 WHEREAS, City's Fire Department believes that the conversion
18 of the 2003 Ford Excursion into a mobile Command Vehicle would enhance
19 its ;ability to serve the community; and
20 WHEREAS, K.R. Nida has performed other installation services
21 in the past for the Vernon Fire Department and is familiar with City's
22 vehicles and requirements; and
23 WHEREAS, City's Fire Department believes that because of K.R.
24 Nida's experience and qualifications in performing similar conversions
25 for other municipal fire departments that it is best suited to perform
26 the conversion process within the short time frame requested by the
27 Fire Department; and
28 WHEREAS, on January 15, 2003, K.R. Nida prepared a
1 Quotation (hereinafter the "Quotation"), a copy of which is attached
2 hereto as Exhibit "A" and incorporated herein by reference; and
3 WHEREAS, K.R. Nida has advised City that it can furnish and
4 install the necessary electrical conversion equipment, emergency
5 lighting and sirens, radios and computers, cabinets and other necessary
6 equipment (collectively, the "Equipment") as set forth in the Quotation
7 that meets the City's specifications, that it is qualified and capable
8 of providing the Equipment and labor the City requires and is willing
9 to do soon the terms and conditions set forth below; and
10 WHEREAS, City desires to enter into an agreement with K.R.
Nida to provide for the purchase, delivery, installation and testing of
11
12 the Equipment.
13 NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
FORTH HEREIN:
14
15 1. Scope of Services.
16 K.R. Nida agrees to sell, deliver, and furnish the necessary
17 labor, materials, supplies, equipment,- transportation and supervision
to install and test the Equipment as set forth and described in detail
18
in the attached Exhibit "A" and to perform the services outlined in the
19
20 Quotation. In the event of a conflict between the Quotation and this
Contract, the terms of this Contract shall prevail.
21
2. Time of Performance.
22
K.R. Nida's performance as identified herein shall commence
23
upon the signing of this Contract and shall be performed pursuant to a
24
25 schedule to be established by the Fire Department. K.R. Nida's
26 performance will be complete when all of the tasks set forth in its
27 Quotation are completed and acceptable to the City, unless terminated
28 or extended. Completion of the services to be performed by K.R. Nida
- 2 -
1 is expected to be no later than three weeks after the conversion work
2 is begun.
3 3. Price.
4 The City shall compensate K.R. Nida for the actual services
5 performed on a time and material basis as set forth in its Proposal.
6 The total compensation shall not exceed Twenty -Seven Thousand Four
7 Hundred Eighty -Five Dollars and Fifty -Nine Cents ($27,485.59),
8 including taxes.
9 4. Method of Payment.
10 The City agrees to pay K.R. Nida for the full amount of the
11 Equipment within thirty (30) days after the City's testing and
12 acceptance of the Equipment and the City's receipt of an invoice from
13 K.R. Nida.
14 5. Change and Extra Services.
15 City reserves the right to request changes in the Equipment
16 design, delivery dates, or additions to or deletions from the Equipment
17 purchased from K.R. Nida. All such changes shall be incorporated in
18 written change orders executed by City and K.R. Nida and shall specify
19 the changes ordered and the adjustment of prices, delivery schedules
20 and warranties. Any equipment or services added under this section
21 shall be executed under all applicable conditions of this Contract. No
22 claim for additional compensation or extension of time shall be
23 recognized unless contained in a duly executed change order.
24 6. Cancellation/Default.
25 A. This Contract may be terminated by the City for its
26 convenience upon fifteen (15) days prior written notice and upon
27 payment of reasonable and proper termination charges, including, but,
28 not limited to, all costs incurred or committed prior to the effective
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date of notice of termination and all charges incurred by K.R. Nida in
connection with the termination, plus reasonable overhead and profit.
B. In the event that K.R. Nida commits a breach of a
material condition of this Contract, the City shall notify K.R. Nida in
writing of said breach and if K.R. Nida has not cured or begun
reasonable efforts to cure after fifteen (15) days of receipt of said
notice, and fails to diligently pursue corrective action, then the City
shall have the right to cancel this Contract. K.R. Nida shall be
responsible for any direct costs due to the City's re -procurement of
the equivalent of the equipment or services cancelled from K.R. Nida.
7. Warranties.
K.R. Nida warrants title to the Equipment purchased hereunder
and any part thereof to be free of any claim of any security interest,,
lien or any encumbrance. K.R..Nida also warrants that the Equipment
will be delivered new and shall be free from defects in material and
workmanship for the warranty period of twelve months from operation.
All manufacturers' warranties, any warranties typically provided by
K.R. Nida and any other warranties made applicable by law shall apply
to the parts and labor provided by K.R. Nida.
8. Compliance with Laws.
K.R. Nida shall strictly observe and comply with all
applicable federal, state, and local laws, ordinances and regulations
governing this sale, including but not limited to any permit or license
requirements of the United States Department of Commerce, as well as
any laws of the United States of America.
9. Governing Law.
The validity, interpretation and performance of this Contract
shall be controlled and construed under the laws of.the State of
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10.
Forum Selection.
Any action brought relating to this Contract shall be brought
and held exclusively in a State Court in the County of Los Angeles,
California.
11. Notices.
Notices to the parties, unless otherwise requested in
writing, shall be sent to:
City: THE CITY OF VERNON
ATTN: BRUCE V. MALKENHORST
CITY ADMINISTRATOR
4305 SANTA FE AVENUE
VERNON, CA 90058-0805
K.R. Nida: K.R. NIDA CORPORATION dba NIDA COMPANIES
ATTN: KEVIN R. NIDA
3827 FOOTHILL BLVD.
LA CRESCENTA, CA 91214
12. General Provisions.
A. Independent Contractor.'
At all times during the term of this Contract, K.R. Nida
shall be an independent contractor and shall not be an employee of
City. City shall have the right to control K.R. Nida only insofar as
the results of K.R. Nida services rendered pursuant to this Contract;
however, City shall not have the right to control the means by which
K.R. Nida accomplishes services rendered pursuant to the Contract
except to the extent that such services involve the use of City
property or Confidential Information.
B. K.R. Nida Not Agent.
Except as City may specify in writing., K.R. Nida shall have
no authority, express or implied, to act on behalf of City in any
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1 capacity whatsoever as an agent. K.R. Nida shall have no authority,
2 express or implied, pursuant to this Contract to bind City to any
3 obligation whatsoever.
4 C. Indemnification.
51 K.R. Nida shall indemnify, defend, protect and hold City and
6 its officers, agents and employees, free and harmless from and against
7 any and all claims, demands, losses, damages, liabilities, fines,
8 charges, penalties, orders,. judgments and all costs and expenses
9 incurred in connection therewith, including reasonable attorney's fees
10 and costs of defense arising out of the services performed under this
11 Contract, except to the extent arising from or caused by the sole
12 negligence or willful misconduct of City, its officers, agents or
13 employees.
14 D. Insurance.
15 K.R. Nida agrees to provide insurance in the amounts and
16 forms specified in Exhibit "B," which is attached hereto and made a
17 part hereof by reference. Comparable coverage shall be provided for
18 each subcontractor used in the performance of this Contract. K.R. Nida
19 shall submit to City documentation indicating compliance with these
20 minimum requirements'no less than one (1) day prior to the beginning of
21 performance under this Contract. K.R. Nida shall not commence-
22 performance of its services under this Contract until the above
23 insurance has been obtained and proof of insurance has been filed with
24 and approved by City.
25 E. Entire Agreement.
26 This Contract constitutes the complete and final expression
27 of the agreement of the parties and is intended as a complete and
28 exclusive statement of the terms of their agreement and supersedes all
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1 prior and contemporaneous offers, promises, representations,
2 negotiations, discussions, communications and agreements which may have
3 been made in connection with the subject matter hereof. All exhibits
4 are incorporated by reference. K.R. Nida represents that in entering
5 into this Contract it has not relied on any previous representations or
6 understandings of any kind or nature.
7 F. Partial Invalidity.
8 Wherever possible, each provision hereof will be interpreted
g in such manner as to be effective and valid under applicable law, but
10 in case any one or more of the provisions contained herein will, for
11 any reason, be held to be invalid, illegal or unenforceable in any.
12 respect, such provision will be ineffective to the extent, but only to
13the extent of such invalidity, illegality or unenforceability without
14 invalidating the remainder of such provision or provisions or any other
15 provision hereof, unless such a construction would be unreasonable or
16 contrary to the parties' intent as expressed in this Contract.
17 G. Risk of Loss.
18 Title and risk of loss or damage shall pass to City and
19 delivery shall be deemed to be complete upon delivery FOB 4305 Santa Fe
20 Avenue, Vernon, California.
21 H. Benefit of Agreement.
22 This Contract shall bind and benefit the parties hereto and
23 their heirs, successors, and permitted assigns.
24 I. Force Majeure.
25 Neither party shall be considered to be in default in any of
26 its obligations under this Contract when a failure of performance shall
27 be due to an uncontrollable force. The terms "uncontrollable force"
28 shall mean any cause beyond the control of the party affected,
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1 including, but not restricted to, flood, earthquake, storm, fire,
2 lightening, epidemic, war, riot, civil disturbance or disobedience,
31 sabotage, federal, state, or municipal action, statute, ordinance, or
4 regulation, embargoes or the United Stat.es Government or any other
5 government, which by exercise of due diligence such party could not
6 reasonably have been expected to avoid and by exercise to due diligence
7 has been unable to overcome. Either party rendered unable to fulfill
8 any of its obligations under this Contract by reason of an
9 uncontrollable force, shall give written notice within five (5)
10 business days of such fact to the other party and shall exercise due
11 diligence to remove such inability with all reasonable dispatch.
12 J. Waiver.
13 Any waiver at any time by either party of its rights with
14 respect to a default under this Contract, or with respect to any other
15 matters arising in connection with this Contract, shall not be deemed a
16 waiver with respect to subsequent default or other matter.
17 K. Amendment.
18 All changes or modifications to this Contract shall be in a
19 writing stating that it is an amendment to this Contract and shall be
20 signed by both parties or their duly authorized agents. This Contract
21 shall not be modified through course of dealing, usage or trade.
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IN WITNESS WHEREOF, the parties have caused this Contract to
be executed by and through their authorized officers on the date, month
and year first written above.
ATTEST • ,��/�
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
EDUARDO OLIVO, City Attorney
CITY OF.VERNON
By:
EONIS C�.Ii4�LUR�GM yor
K.R. NIDA CORPORATION
dba NIDA COMPANIES
FRI
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f
Jah 15 03 06323p
Nida Companies
3827 Foothg Boulevard
La CrescerAa, CA 91214
(818) 957-1248 Phom
(818) 957-0719 Fax
NAMF- / AODRESS
i CITY OF VERNON KAC'#tASING DEFT:
4-05 SAWrA FB AVENUE
VERNON. CA 90058
ATT'N:DBBBY NIL:I ENE
(323) S$3-Ml
P.O. NO. TER O REP FOB PROJECT
Tr P
Net 30
ITEM _... DfiON .. QTY---�-
QUOTATION FOR NEW EXCURSION CC*A?4AND 1
Vl3i1IC.C..T i I
( PARTS
INSTALL
r
MIAL.L BASIC ELECTRICAL SYSTEM
20O AMP ALTBRNATQR, DUAL BATTERY
SYSTEM, Dtiwi. BATTERY ISOLATIM SYSTEM,
PAST IDLE ACTUATION SYSTEK MAIN DC
EUX-MICAL BUS, LOAD MANAGGMWP AND
CONTRO"SNTMIGMI'MCONTROL
SYSTEM, PARK KUL SYSTEM, AND COMMAND
CENTER CONiaflL SYSTEM
BASIC ELEC114CAL PARTS SUBTOTAL
INSTALL BASIC P.LIi=CAL SYSTEM
INSTALL. EMERGENCY L GUnNO AND SIREN
UNITROL IM4-I, HIDDEN STROBE TUDES,
IMADL=ff FLASHER AND BACK-UP ALARM
PARTS M"JtG@NCY LIGHTING SUBTOTAL
INSTALL INSTALL EMERGENCY U(NMNG AND SIREN
EQUIPM15W. PLUS L PEAR RO
OPTOCOM O STR OBES.
FLUSH -MOUNT L!~D U09M. STROBE POWER
SUPPLY, AND SIREN SPEAKERS
INSTALL RADIOS AND COMPUTER EQUIPMENT
PARTS FOR MOLINt7NG MCS2000 RADIOS,
PANASONIC TOUGHBOOK MOUNTflNG
HARDWARE, NEXTEL 111W GAR W. AND
PORTABLE RADIO CHARGERS
PARTS MOUNTING HARDWARE FOR RADIOS AND
400MPU17131t. AND NEX M MO CAR XIT
INSTALL OLSTALL RADIUS AND COMPUTER. EQUIPMENT
INSTALL COMMAND C01NSOL IS EQUIPMENT
http:/Iwww.kmida.c*m
page 1
QUOTATION
DATE QUOTATION `
1115/2003 1 232E
......fir _' '__TOlfAL
2,300.00
1 I,$60.00
[ 843.00
I 2,040.00
2.30QOOT
I,9MOD
i 845.00T
2.040.00
;
i
I 883.00
I 5,437.50
TOTAL
$E3.00'r
5.437.50
I
P-a
0 Nida Companies
3827 Foothill Boulevard
La Greacenta.- CA 91214
(818) 957-1248 Phone
(818) 957-071 9 Fax
NAME/ADDRESS
CITY OF VERNON PURCHASING I)Err.
4305 SAWA FE AVENUE
VERNION, CA 90038
ATrN:DEMY NICKENS
(323)$934UI
P.U. NO,
nc-m
PARTS
INSTM.L
PARTS
INSTALL
TERMS REP me
Nd3d
06SCRfr"ON OTY.
PARTS FOR COMMAND CM-ITM INCLUDING
104-34 COMMAND CABIM 940DWM AS PER
DIAGRAM CMfMCMQQLrh AND REAR
DOOR PANELS MR KgMaM HEADS
COMMAND CABINET HARDWARE
1NSTALLCXAft"NDCEq4=&kp.0HARE
INSTALL MISCELLANEOUS HARDWARE FOR
NSTALL
KUW"UL AtnIOCHARGER 2000. ASTRON
n8ww,0MMTERSwffCHMRELAY, R8AjR
FLOOD LIGHTS (UNDIOL RtUM). BLUE
BEACON. VCR AND AVDIO AMPLIFIER, AND
LCV MOMIOR WrM IV TUNER. AND
MISCW1-AJ,%OtZ PARTS FOR INSTALL
INSTALL MISCELLANEOUS O"M rQu"Ew
8.25% L.A. COUNTY SALES I"
QUOTATION
DATE QUOTATION
... ... -A
111SM003 2328
PROJECT
COST
1 6.675.00
11.340.00
Z995.00
2AN.00
TOTAL
6,675.00T
NO-00
2".00T.
1.130.09
TOTAL $27,485.59
httP:1twww.krnida.com SIGNATURE
Page 2
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EXHIBIT B
INSURANCE SCHEDULE
K.R. Nida shall provide proof of insurance, including a standard certificate of insurance, in at least the
following amounts and coverage (combined single limit permitted):
I.
Hazards
Automobile Liability
Coverage and Limits
Bodily InjurX Property Damage
Each Person Each Accident Each Accident
Owned Automobiles $ 500,000 $1,000,000 $ 500,000
hired Automobiles $ 500,000 $1,000,000 $ 500,000
Non -Owned Automobiles $ 500,000 $L000,000 $ 500,000
Workers' Compensation $ Statutory
Emnlovers' Liability $1,000,000 per employer
H. General and Professional Liability
General Liability
$1,000,000
$2,000,000
$1,000,000
Premises Operations
$1,000,000
$2,000,000
$1,000,000
Elevators (if applicable)
$1,000,000
$2,000,000
$1,000,000
Independent Contractors
$1,000,000
$2,000,000
$1,000,000
Products - Completed Operations
$1,000,000
$2,000,000
$1,000,000
Contract Liability
$1,000,000
$2,000,000
$1,000,000
Professional Liability
V) r - 000
$2,000,000
$2,000,000
a. The general liability policy shall contain the following special endorsements which shall be noted on
or attached to the standard certificate of insurance:
1. An endorsement naming the City of Vernon, its officers, and employees as additional insureds
under the policy.
2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material
reduction of coverage.
3. An endorsement providing coverage for all operations under this Agreement.
4. Such other endorsement as may be required by addendum hereto.
b. In addition to the standard certificate of insurance, proof of general and professional liability
coverage shall be furnished in the form checked below. Only certification of the following proofs
will be accepted:
X For each policy, a notarized letter from the underwriter or carrier certifying that the coverage and
statements in the standard certificate of insurance (attached thereto) are true and correct and that
the signator is an officer authorized to so certify.
A copy of each policy certified by an officer of the underwriter or carrier and notarized.
EXHIBIT "B"
CITY COUNCIL
A
LEONIS C. MALBUIrG
Mayor
THOMAS A. YBARRA
Mayor Pro —Tern
WM. 'BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL MCCORMICK
Councilman
BRUCE V. MALKENHORST
City Administrator/City Clerk
FAX (323) 826-1438
City Council
City of Vernon
t
Honorable Members:
5f� 2, E UARDO OLIVO
l City Attorney
N FAX: (562) 869-1883
KEVIN WILSON
Director of Community Services & Water
FAX: (323) 826-1435
KENNETH J. DeDARIO
Director of Utilities
FAX: (323) 826-1425
STEVEN E. PARKER
Fire Chief
FAX: (323) 826-1407
CITY HALL BRUCE W. OLSON
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 Police Chief
TELEPHONE (323) 583-8811 FAX: (323) 826-1481
February 11, 2003
On November 20, 2002, this legislative body approved Resolution No.
8094, authorizing the execution of an equipment purchase and
professional services contract with 911Vehicle.com for the equipment
and installation of the Fire Department's 2003 Ford Excursion
conversion to a Mobile Command Vehicle. 911Vehicle.com was unable to
provide insurance documentation; therefore, Nida Companies is the
selected vendor for the purchase of equipment and installation for the
conversion of the 2003 Ford Excursion.
Nida Companies has provided the appropriate insurance documentation to
the Risk Manager and it is hereby recommended that the equipment and
installation for the conversion of the 2003 Ford Excursion to a Mobile
Command Vehicle be obtained from Nida Companies at an approximate cost
of $27,485.59.
Very truly yours,
Bruce V. Malkenhorst
City Administrator/City Clerk
BVM/gm
To: BRUCE MALKENHORST, CITY ADMINISTRATOR
From: DEBBY NICKENS, PURCHASING
Date: 2/5/2003
Re: FIRE DEPARTMENT REQUISITION #2946
Attached for your approval is requisition #2946. The Fire Department is requesting
the necessary equipment and installation for the conversion of the 2003 Ford
Excursion into a mobile Command Vehicle. This request was previously
submitted for your consideration October 15, 2002 on requisition #2530. The
recommended vendor was 911 Vehicle.com. Resolution No. 8094 was drafted and
approved by the City Council on November 20, 2002. A purchase agreement was
greared and signed between 911 Vehicle.com and the City. The cost quoted from
911,-was $27,994.64 (cost included labor, materials and applicable sales taxes).
Proof of insurance documentation was requested. The vendor intended to use a
subcontractor to perform the installation of the equipment and could not provide
appropriate insurance for the subcontractor.
The suggested vendor for this request is Nida Companies. This vendor has provided
appropriate insurance documentation to Risk Management.
The approximate cost is $27,485.59 (cost includes material, labor and applicable
sales tax). Funds have been specifically budgeted for this expenditure and are
available.
CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro-Tem
WM. 'BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL MCCORMICK
Councilman
BRUCE V. MALKENHORST
City Administrator/City Clerk
FAX (323) 826-1438
CITY HALL
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
TELEPHONE (323) 583-8811
March 4, 2003
K.R. Nida Corporation dba Nida Companies
3827 Foothill Blvd.
La Crescenta, CA 91214
Attn: Kevin R. Nida
EDUARDO OLIVO
City Attorney
FAX: (562) 869-1883
KEVIN WILSON
Director of Communitv Services & Water
FAX: (323) 826-1435
KENNETH J. DeDARIO
Director of Utilities
FAX: (323) 826-1425
STEVEN E. PARKER
Fire Chief
FAX: (323) 826-1407
Re: Equipment Purchase and Professional Services Contract
Dear Mr. Nida:
BRUCE W. OLSON
Police Chief
FAX: (323) 826-1481
The insurance requirement has been met. Transmitted herewith is a
duplicate original of the above referenced contract approved by the
Vernon City Council on February 19, 2003.
If you have any questions regarding this matter, please call Ms.
Dolores Fonseca at (323) 583-8811 ext. 324.
Very truly yours,
is J. Or co
Chief Deputy City Clerk
GJO/gm
CC: Steven Parker
Dolores Fonseca
Resolution No. 8160
Agreement No. 03-020