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Resolution No. 82381 2 3 4 5 6 7 8 X 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 8238 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN EQUIPMENT PURCHASE CONTRACT BY AND BETWEEN THE CITY OF VERNON AND RFL ELECTRONICS, INC. WHEREAS, the City of Vernon has installed a fiber optic backbone ring that traverses the existing City right-of-way to connect various City operations and facilitate the establishment of an alternate communications system among its buildings and facilities; and WHEREAS, the City of Vernon is interested in expanding its existing multiplexing network to connect its remote facilities to its control and monitoring center (the "Fiber Optic Network Extension"); Im WHEREAS, the Community Services & Water Department is requesting the purchase of (a) optical interfaces to provide the network with an additional fiber ring and convert the existing two- Ifiber ring to a four -fiber ring; (b) data channel modules to enable the network to transfer data between the end points; and (c) a chassis extender to provide the housing for the additional data modules (collectively referred to as "TI Equipment"); and WHEREAS, the Community Services & Water Department sought informal quotes for the purchase of the TI Equipment; and WHEREAS, the City has purchased multiplexers from RFL Electronics Inc. ("RFL") in the past and believes RFL to be the only supplier of the TI Equipment who can provide the equipment that meets the Department's specifications and requirements; and WHEREAS, by letter dated June 26, 2003, Bruce V. Malkenhorst,1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 City Administrator/City Clerk, recommended that RFL be retained to provide the optical multiplexing components and configuration services needed for the Fiber Optic Network Extension; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into a contract with RFL for the purchase of the TI Equipment. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Equipment Purchase Contract, with RFL Electronics Inc., a copy of which is attached hereto as Exhibit "A" and made a part hereof. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor and the City Clerk to execute said Contract for, and on behalf of, the City of Vernon. SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or his designee, to send one fully executed Agreement to: RFL Electronics Inc. Attn. Thomas Dahlin, Director of Sales 353 Powerville Road Boonton TWP, NJ 07005-9151 - 2 - 1 2 3 4 5i 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SECTION 5: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 2"d day of July, 2003. ATTEST: BRUCE V. MALKENHORST, City Clerk EONIS C. MALBJPLG, May r - 3 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES } I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 8238, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Wednesday, July 2, 2003, and thereafter was duly signed by the Mayor of the City of Vernon. (SEAL) BRUCE V. MALKENHORST, City Clerk - 4 - EXHIBIT 0 1 EQUIPMENT PURCHASE 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 �.��v)y original hereof for all purposes, as of this day of'�, 2003, 6 in the City of Vernon, County of Los Angeles, California 7 BY AND BETWEEN THE CITY OF VERNON 8 (hereinafter referred to as "City") 9 4305 Santa Fe Avenue Vernon, CA 90058 10 AND RFL ELECTRONICS INC. 11 (hereinafter referred to as "RFL" ) 12 353 Powerville Road Boonton TWP., NJ 07005-9151 13 14 RECITALS 15 WHEREAS, the City has installed a fiber optic backbone ring 16 that traverses the existing City right-of-way to facilitate the 17 establishment of an alternate communications system among its 18 buildings and facilities; and 19 WHEREAS, the fiber optic ring is used to connect various 20 City operations; and 21 WHEREAS, City is interested in expanding its existing 22 multiplexing network to connect the control center and remote City 23 facilities in the City to its fiber network (hereinafter referred to 24 as "Fiber Optic Network Extension"); and 25 WHEREAS, the City's Community Services & Water Department 26 has determined that, in order to facilitate the Fiber Optic Network 27 Extension, the City needs to purchase: (a) ten (10) optical interfaces 28 to provide the network with an additional fiber ring and convert the I existing two -fiber ring to a four -fiber ring; (b) sixteen (16) data 2 channel modules to enable the network to transfer data between the end 3 points; and, (c) one (1) chassis extender to provide the housing for 4 the additional data modules (hereinafter collectively referred to as 5 "TI Equipment"); and 6 WHEREAS, RFL prepared a Quotation (No. CQ-45324-"B") dated 7 March 18, 2003 (hereinafter the "Quotation"), a copy of which is 8 attached hereto as Exhibit "A" and made a part hereof; and 9 WHEREAS, RFL represents that it is qualified and capable of. 10 furnishing the type of TI Equipment and commissioning the City 11 requires, as provided for in the Quotation, and is willing to do so on 12 the terms and conditions set forth below; and 13 WHEREAS, the City desires to enter into an agreement with 14 RFL to provide for the purchase, delivery to the City, and 15 commissioning of the TI Equipment. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET 16 FORTH HEREIN: 17 18 1. Purchase. RFL agrees to sell and deliver the TI Equipment and provide two (2) days of commissioning for the TI 19 20 Equipment as described in detail in the attached Exhibit "A." In the 21 event of a conflict between the Quotation and this Contract, the terms 22 of this Contract shall prevail. 2. Time of Performance. RFL's performance as identified 23 24 herein shall commence upon the signing of this Contract by both 25 parties and shall end when RFL has completed the transaction as set 26 forth herein, unless otherwise terminated or extended. 27 3. Price. Consistent with the Quotation, RFL agrees to 28 sell and deliver the TI Equipment for thetotal not to exceed sum of -2- I Twenty -Six Thousand Six Hundred Thirty -Six Dollars and No Cents 2 ($26,636.00) plus tax and freight. The purchase price includes two 3 days of Field Service Engineering to convert network from two -fiber 4 ring to four -fiber ring and to add additional circuits. The "Drawings 5 for Reference" term shall apply to the purchase. 6 4. Payment Terms. City agrees to pay RFL net thirty (30) 7 days after City's receipt of an invoice, delivery, and City's 8 acceptance of the TI Equipment, and completion of commissioning, the 9 total amount due under the Contract. 10 5. Change and Extra Services. City reserves the right to 11 request changes in the equipment design, delivery dates, or additions 12 to or deletions from the equipment purchased from RFL. All such 13 changes shall be incorporated in written change orders executed by 14 City and RFL and shall specify the changes ordered and the adjustment 15 of prices, delivery schedules and warranties. Any equipment or 16 services added under this section shall be executed under all 17 applicable conditions of this Contract. No claim for additional 18 compensation or extension of time shall be recognized unless contained 19 in a duly executed change order. 20 6. Cancellation/Default. In the event that RFL commits a 21 breach of a material condition of this Contract, City shall notify RFL 22 in writing of said breach and if RFL has not cured or begun reasonable 23 efforts to cure after fifteen (15) days of receipt of said notice, and 24 fails to diligently pursue corrective action, City shall have the 25 right to cancel this Contract for cause based on RFL's default. RFL 26 shall be responsible for any direct costs due to City's re -procurement 27 of the equivalent of the equipment or services cancelled from RFL. 28 RFL's liability for these excess costs shall not exceed the value of -3- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 221 23 24 25 26 271 281 the Purchase Order. 7. Confidential Information. A. Access to Confidential Information. City may provide RFL and/or its subcontractor with, or allow RFL access to, certain information not available to the public concerning City, or businesses located in City. The information may include company information, taxes, sales, value of assets, or other such information. All such information shall be known as "Confidential Information" and may not be used to circumvent the responsibility of either party to this Contract. B. No Disclosure. Except as expressly permitted, RFL and/or its subcontractor shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity, whether corporate, governmental, or individual, without the express prior written consent of an authorized representative of City. RFL and/or its subcontractor shall return any written Confidential Information and all copies made of such items to City upon City's written request, but in any event not later than the date that RFL has performed all services to be performed pursuant to this Contract. RFL hereby agrees that such Confidential Information and any documents provided may be used by RFL and/or its subcontractor only as authorized by the City. RFL shall include a contract provision in its contract with subcontractors that binds the subcontractors to this non -disclosure requirement. RFL shall take reasonable measures to avoid any disclosure of any such Confidential Information to any unauthorized person. C. Court Ordered Disclosure. RFL shall immediately -4- I notify City of any court order or subpoena requiring disclosure of 2 Confidential Information, and shall cooperate with City's legal 3 counsel in responding to any such order or subpoena. RFL may only 4 disclose Confidential Information required to be disclosed pursuant to 5 court order or subpoena after legal counsel has exhausted any lawful 6 and timely appeal or challenge. 7 D. Remedies. In addition to any other remedies that 8 it may have at law or in equity, City shall be entitled to a temporary 9 and permanent injunction by a court of competent jurisdiction against 10 any breach or threatened breach of the Confidential Information 11 provisions of this Agreement. RFL acknowledges that in case of such 12 breach or threatened breach of said provisions, City would have no 13 adequate remedy at law. 14 8. Warranties. RFL warrants title to the TI Equipment 15 purchased hereunder and any part thereof to be free of any claim of 16 any security interest, lien or any encumbrance. RFL also warrants 17 that the equipment will be delivered new and shall be free from 18 defects in material and workmanship. RFL shall provide, at a minimum, 19 a one (1) year material warranty to begin upon acceptance of the TI 20 Equipment by City. All manufacturers' warranties, and any other 21 warranties made applicable by law, shall apply to City's purchase of 22 the above -referenced equipment. 23 9. Compliance with Laws. RFL shall strictly observe and 24 comply with all applicable federal, state, and local laws, ordinances 25 and regulations governing this sale, including but not limited to any 26 permit or license requirements of the United States Department of 27 Commerce, as well as any laws of the United States of America. 28 10. Governing Law. The validity, interpretation and -5- I performance of this Contract shall be controlled and construed under 2 the laws of the State of California. 3 11. Forum Selection. Any action brought relating to this 4 Contract shall be brought and held exclusively in a State Court in the 5 County of Los Angeles, California. 6 12. Notices. Notices to the parties, unless otherwise 7 requested in writing, shall be sent to: 8 City: THE CITY OF VERNON 9 ATTN: BRUCE V. MALKENHORST CITY ADMINISTRATOR 10 4305 SANTA FE AVENUE VERNON, CA 90058-0805 11 12 RFL: RFL ELECTRONICS INC. ATTN: THOMAS DAHLIN, DIRECTOR OF SALES 13 353 POWERVILLE ROAD BOONTON TWP., NJ 07005-9151 14 15 13. General Provisions. 16 A. Independent Contractor. At all times during the 17 term of this Contract, RFL shall be an independent contractor and 18 shall not be an employee of the City. The City shall have the right 19 to control RFL only insofar as the results of RFL's services rendered 20 pursuant to this Contract; however, the City shall not have the right 21 to control the means by which RFL accomplishes services rendered 22 pursuant to the Contract except to the extent that such services 23 involve the use of City property or Confidential Information. 24 B. RFL Not Agent. Except as the City may specify in 25 writing, RFL shall have no authority, express or implied, to act on 26 behalf of the City in any capacity whatsoever as an agent. RFL shall 27 have no authority, expressed or implied, pursuant to this Contract to 28 bind the City to any obligation whatsoever. I C. Indemnification. RFL shall indemnify, defend, 2 protect and hold the City and its officers, agents and employees, free 3 and harmless from and against any and all claims, demands, losses, 4 damages, liabilities, fines, charges, penalties, orders, judgments and 5 all costs and expenses incurred in connection therewith, including 6 reasonable attorney's fees and costs of defense arising out of or 7 attributable to the negligent or wrongful acts of RFL or its 8 subcontractors, employees or agents in the performance of services 9 under this Contract, except to the extent arising from or caused by 10 the sole negligence or willful misconduct of the City,'its officers, 11 agents or employees. 12 D. Insurance. RFL agrees to provide insurance in the 13 amounts and forms specified in Exhibit "B," which is attached hereto 14 and made a part hereof by reference. Comparable coverage shall be 15 provided for each subcontractor used in the performance of this 16 Contract. RFL shall submit to the City documentation indicating 17 compliance with these minimum requirements no less than one (1) day 18 prior to the beginning of performance under this Contract. RFL shall 19 not commence performance of its services under this Contract until the 20 above insurance has been obtained and proof of insurance has been 21 filed with and approved by the City. 22 E. Assignment and Subcontracting Prohibited. No 23 party to this Contract may assign or subcontract any right or 24 obligation pursuant to this Contract except as provided for in the 25 Quotation or with the express written consent of the other party. Any 26 other attempted or purported assignment of any right or obligation 27 pursuant to this Contract shall be void and of no effect. 28 F. Entire Agreement. This Contract constitutes the -7- I complete and final expression of the agreement of the parties and is 2 intended as a complete and exclusive statement of the terms of their 3 agreement and supersedes all prior and contemporaneous offers, 4 promises, representations, negotiations, discussions, communications 5 and agreements which may have been made in connection with the subject 6 matter hereof. All exhibits are incorporated by reference. RFL 7 represents that in entering into this Contract it has not relied on 8 any previous representations or understandings of any kind or nature. 9 G. Partial Invalidity. Wherever possible, each 10 provision hereof will be interpreted in such manner as to be effective 11 and valid under applicable law, but in case any one or more of the 12 provisions contained herein will, for any reason, be held to be 13 invalid, illegal or unenforceable in any respect, such provision will 14 be ineffective to the extent, but only to the extent of such 15 invalidity, illegality or unenforceability without invalidating the 16 remainder of such provision or provisions or any other provision 17 hereof, unless such a construction would be unreasonable or contrary 18 to the parties' intent as expressed in this Contract. 19 H. Time of the Essence. Time is of the essence in 20 the performance of this Contract and of each and every provision 21 hereof. 22 I. Risk of Loss. Risk of loss or damage shall pass 23 to the City upon delivery FOB the City. 24 J. Benefit of Agreement. This Contract shall bind 25 and benefit the parties hereto and their heirs, successors, and 26 permitted assigns. 27 K. Waiver. Any waiver at any time by either party of 28 its rights with respect to a default under this Contract, or with -8- I respect to any other matters arising in connection with this Contract, 2 shall not be deemed a waiver with respect to subsequent default or 3 other matter. 4 L. Amendment. All changes or modifications to this 5 Contract shall be in writing stating that it is an amendment to this 6 Contract and shall be signed by both parties or their duly authorized 7 agents. This Contract shall not be modified through course of 8 dealing, usage or trade. 9 M. Force Majeure. Neither party shall be considered 10 to be in default in any of its obligations under this Contract when a 11 failure of performance shall be due to an uncontrollable force. The 12 terms "uncontrollable force" shall mean any cause beyond the control 13 of the party affected, including, but not restricted to, flood, 14 earthquake, storm, fire, lightening, epidemic, war, riot, civil 15 disturbance or disobedience, sabotage, federal, state, or municipal 16 action, statute, ordinance, or regulation, embargoes or the United 17 States Government or any other government, which by exercise of due 18 diligence such party could not reasonably have been expected to avoid 19 and by exercise to due diligence has been unable to overcome. Either 20 party rendered unable to fulfill any of its obligations under this 21 Contract by reason of an uncontrollable force, shall give written 22 notice within five (5) business days of such fact to the other party 23 and shall exercise due diligence to remove such inability with all 24 reasonable dispatch. 25 26 27 28 / / / 1 2 3 4 5 6 7 8 9 10 11 12' 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 Cler APPROVED AS TO FORM: EDUARDO OLIVO, City Attorney L1-1Z CITY OF VERNON LEONIS C. MALBURG, Mayor ELEC,TRONL2-6 INC. 1 Title: V11 -10- EXHIBIT 0 Quotation Date: March 18, 2003 Customer: City of Vernon 4305 Santa fe Ave. Vernon, CA 90058 Attention: Ali Nour Quote Number: CQ45324-"B" RFL Electronics Inc. 353 Powerville Road Boonton Twp., NJ 07005-9151 Phone: (973)-334-3100 Fax: (973)-334-3863 Email: sales@rflelect.com Reference: Existing Network Phone: (323) 583-8811 Ext. 316 RFL Drawing: CD-45505 "C" Fax: (323) 826-1435 Inquiry Number: Email: AnourCcci.vemon.ca.us Inquiry Date: 12/4/2002 Item Quantity Model Description Unit Price Extension 1MUX2000 Tl EQUIPMENT 1 1 2000 RFL IMUX2000 TI Equipment to Turn a Two[2] Fiber Ring CCM Network into a Four[4] Fiber Ring Network and Additional $18,306 $18,306 Channel Modules for RS-232 Circuits per Equipment List A, Sheet 3. Note: At Leonis and Yberra Sub., Repeater Shelf may be needed depending on the number of channel modules being added to the self. Each IMUX 2000 shelf contain 18 slots for both the common cards and the channel modules Filed Service 2 1 2000 Two days of Field Service Engineering to convert Network $5,200 $5,200 CCM from 2-Fiber to 4-Fiber and to add additional Circuits. CC: J. Ebrecht Matzinger-keeizan, Inc. Continued on next page RG / ED RFL ELECTRONICS INC. Validity: Quote valid until April 17, 2003 Terms: Net 30 days FOB: Delivery: 45 days after receipt of confirmed order Any questions concerning this quotation, please contact By: . . 1. . , , ;�� Cz Thomas Dahlin, Director of Sales Emanuel Duvelson at Ext. 275 or at manny.duvelson@rflelect.com All quotations are subject to the terms and conditions listed and subject to acceptance by RFL, unless otherwise stated. ISO 9001 Registered Company Quote Number: CQ-45324-"B" Date: March 18, 2003 Inq #.: Sheet #: 2 Item Quantity Model Description Unit Price Extension Repeater Chassis Option 3 1 20M RFL IMUX 2000 Repeater Chassis to provide Added $3,130 $3,130 CCM Physical Slots, to be Connected to the Main TI Chassis per Equipment List B, Sheet 3. TOTAL = $26,636 Note. All drawings need to be corrected and updated to reflect new network configuration. Equipment List: 1 Quote Number: Date: March 18, 2003 CQ45324-'B" Inq #.: Sheet #: 3 IMUX 2000 T1 EQUIPMENT LIST QUANTITY A B C DESCRIPTION PART # UNIT PRICE IMUX 2000 T1 Equipment Bus Repeater Option COMMON EQUIPMENT T1 CHASSIS 9597-158524 $648 1 BRM MODULE $248 2 MA-501 BRM Module 1/0 9547-15861 $189 2 OPTICAL INTERFACE 1300 NM SM LED OIA-1 9547-2001 $1,026 10 POWER SUPPLIES 2000 PS 48/125 DC 9547-920 $644 2 POWER SUPPLY 1/0 2000 PS ALARM 1/0 48/125VDC 9547-18804 $266 1 DATA MODULES DA-911 2-Port Async Data Polling 9547-11591 $311 16 MA-4021 2 Port RS-232 1/0, DA-91 9547-16921 $189 16 CABLE & ACCESSORIES BRM CABLE 166041 $54 1 4" Chassis Extender Bracket 103978-4 $23 2 UNIT PRICE $18,306 $3,130 1 1 ITEM QUANTITY EXTENDED PRICE $18,306 $3,130 Quotation Number CQ-45324-"B" Date: March 18, 2003 QUOTATION NOTES Sheet #: 4 Inq #.: 1. One RFL Product manual will be provided with each order unless otherwise specified. An electronic copy of the manual will be provided with each chassis assembly ordered up to a maximum of five[5] CD ROMs. One CD ROM will be supplied for modules or customer service orders. Additional hard copy manuals are available at $100.00 U.S. each, net (F.O.B. Boonton Twp. New Jersey). 2. RFL's standard warranty is twelve [12] months from date of delivery for replacement of any part which fails during normal operation or service. Should a part become defective, please call the Customer Service Department for a Return Material Authorization (RMA) number prior to return to the factory, shipping charges prepaid, for replacement F.O.B. Boonton Twp, New Jersey. 3. Please note that should there be any delay in delivery which is attributable to the customer, RFL reserves the right to charge for equipment storage from the time that the customer is first notified that the equipment is ready for shipment until such time as the customer allows the equipment to be shipped. 4. The charge for source inspection (at the RFL Plant in Boonton Twp, New Jersey, U.S.A.) is $800.00 per diem.' This does not include traveling and living expenses for the person(s) witnessing the inspection which are the responsibility of the purchaser. There will be 2 days(s) available without a per diem charge. 5. Please note drawing requests after receipt of an order can effect delivery a5 follows: "Drawings for Reference" - Under these terms drawings will be submitted for general reference and minor corrections which only involve wiring changes. Modules may not be added or deleted. Delivery will not be delayed. "Drawings for Approval" - Under these terms drawings will be submitted for system content and wiring approval. Manufacturing will not proceed until approval drawings with comments are reviewed by RFL. In some cases re -submittal may be necessary. Our quoted delivery will be based on the received final approval drawings signed by the approval engineer. For example, our quoted delivery may be specified as "60 Days ARO". However, when approval drawings are required, the delivery then becomes "60 Days After Receipt of Approved Drawings". When placing an order, please indicate which of the above terms apply to your purchase order. 6. Our Sales Representative and/or Regional Sales Manager for your area is: Matzinger-Keegan, Inc. Mr. Jack Keegan 2151 Michelson Dr., Ste 238 Irvine CA 92612-1312 Tel: (949) 852-1006 Fax: (949) 852-1446 Email: salesAmkireUs.com Regional Sales Manager Mr. James W. Ebrecht 67685 Ridge View Drive Montrose, CO 81401 Tel: (970) 252-9043 Fax:. (970) 252-9063 Email: rflwest(�?a,worldnet.att.net EXHIBIT C I EXHIBIT B 2 INSURANCE SCHEDULE 3 RFL 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 Bodily Injury Proper1y 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 Non -Owned Automobiles $ 500 000 $1,000,000 $ 500,000 9 Workers' Compensation $ Statutory 10 Employers' Liability $1,000,000 per employer 11 II. General 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 $2,000,000 $1,000,000 14 Independent Contractors $1,000,000 $2,000,000 $1,000,000 Products - Completed Operations $1,000,000 $2,000,000 $1,000,000 15 Contractual Liability $1,000,000 $2,000,000 $1,000,000 16 Umbrella 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 1. An endorsement naming the City of Vernon, its officers, and employees as additional insureds 19 under the policy. 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material 20 reduction of coverage. 21 3. An endorsement providing coverage for all operations under this Contract. 4. Such other endorsement as may be required by addendum hereto. 22 b. In addition to the standard certificate of insurance, proof of general and professional liability coverage 23 shall be furnished in the form checked below. Only certification of the following proofs will be 24 accepted: - 25 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 26 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 9 SUPPORTING DOCUMENTS 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 July 8, 2003 RFL Electronics, Inc. 353 Powerville Road Boonton TWP, NJ 07005-9151 Attn: Thomas Dahlin, Director of Sales Re: Equipment Purchase Contract Dear Ms. Marquis: EDUARDO OLIVO City Attorney 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 BRUCE W. OLSON Police Chief FAX: (323) 826-1481 In accordance with Section 13.D of said contract, you are to furnish the City with proof of Insurance as set forth in the Insurance Schedule, Exhibit "B" of the agreement. Please submit your proof of insurance to Joan Francone, Risk Manager, for review and approval. Upon receipt of said documentation this office will forward to you a fully executed duplicate original agreement. If you should have any questions, please contact Joan Francone at ext. 322. Very truly yours, I� d4;fto e,A1 is Or co Chief Dep ty City Clerk GJo/gm cc: Joan Francone Kevin Wilson Dolores Fonseca Resolution No. 8238 Agreement File No. 03-060 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 August 19, 2003 RFL Electronics Inc. 353 Powerville Road Boonton TWP, NJ 07005-9151 Attn: Thomas Dahlin, Director of Sales Re: Equipment Purchase Contract Dear Mr. Dahlin: EDUARDO OLIVO City Attorney 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 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 July 2, 2003. If you have any questions regarding this matter, please call Mr. Kevin Wilson, Director of Community Services and Water, at (323) 583-8811 ext. 245. Very truly yours, Gloria J. sco Chief Deputy City Clerk GJO/gm CC: Kevin Wilson Dolores Fonseca Resolution No. 8238 Agreement No. 03-060 L EQUIPMENT PURCHASE CONTRACT THIS CONTRACT is made, entered into and executed in duplicate originals, either copy of which may be considered and used as the _Tujy original hereof for all purposes, as of this W" _ day of 2003, in the City of Vernon, County of Los Angeles, California BY AND BETWEEN THE CITY OF VERNON (hereinafter referred to as "City") 4305 Santa Fe Avenue Vernon, CA 90058 AND RFL ELECTRONICS INC. (hereinafter referred to as "RFL") 353 Powerville Road Boonton TWP., NJ 07005-9151 RECITALS WHEREAS, the City has installed a fiber optic backbone ring that traverses the existing City right-of-way to facilitate the establishment of an alternate communications system among its buildings and facilities; and WHEREAS, the fiber optic ring is used to connect various City operations; and WHEREAS, City is interested in expanding its existing multiplexing network to connect the control center and remote City facilities in the City to its fiber network (hereinafter referred to as "Fiber Optic Network Extension"); and WHEREAS, the City's Community Services & Water Department has determined that, in order to facilitate the Fiber Optic Network Extension, the City needs to purchase: (a) ten (10) optical interfaces to provide the network with an additional fiber ring and convert the I existing two -fiber ring to a four -fiber ring; (b) sixteen (16) data 2 channel modules to enable the network to transfer data between the end 31 points; and, (c) one (1) chassis extender to provide the housing for 4 the additional data modules (hereinafter collectively referred to as 5 "TI Equipment"); and 6 WHEREAS, RFL prepared a Quotation (No. CQ-45324-"B") dated 7 March 18, 2003 (hereinafter the "Quotation"), a copy of which is 81 attached hereto as Exhibit "A" and made a part hereof; and 9 WHEREAS, RFL represents that it is qualified and capable of. 10 furnishing the type of TI Equipment and commissioning the City 11 requires, as provided for in the Quotation, and is willing to do so on 12 the terms and conditions set forth below; and 13 WHEREAS, the City desires to enter into an agreement with RFL to provide for the purchase, delivery to the City, and 14 15 commissioning of the TI Equipment. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET 16 FORTH HEREIN: 17 18 1. Purchase. RFL agrees to sell and deliver the TI Equipment and provide two (2) days of commissioning for the TI 19 20 Equipment as described in detail in the attached Exhibit "A." In the 21 event of a conflict between the Quotation and this Contract, the terms 22of this Contract shall prevail. 23 2. Time of Performance. RFL's performance as identified 24 herein shall commence upon the signing of this Contract by both 25 parties and shall end when RFL has completed the transaction as set 26 forth herein, unless otherwise terminated or extended. 27 3. Price. Consistent with the Quotation, RFL agrees to 28 sell and deliver the TI Equipment for the total not to exceed sum of -2- I Twenty -Six Thousand Six Hundred Thirty -Six Dollars and No Cents 2 ($26,636.00) plus tax and freight. The purchase price includes two 3 days of Field Service Engineering to convert network from two -fiber 4 ring to four -fiber ring and to add additional circuits. The "Drawings 5 for Reference" term shall apply to the purchase. 6 4. Payment Terms. City agrees to pay RFL net thirty (30) 7 days after City's receipt of an invoice, delivery, and City's 8 acceptance of the TI Equipment, and completion of commissioning, the 9 total amount due under the Contract. 10 5. Change and Extra Services. City reserves the right to 11 request changes in the equipment design, delivery dates, or additions 12 to or deletions from the equipment purchased from RFL. All such. 13 changes shall be incorporated in written change orders executed by 14 City and RFL and shall specify the changes ordered and the adjustment 15 of prices, delivery schedules and warranties. Any equipment or 16 services added under this section shall be executed under all 17 applicable conditions of this. Contract. No claim for additional 18 compensation or extension of time shall be recognized unless contained 19 in a duly executed change order. 20 6. Cancellation/Default. In the event that RFL commits a 21 breach of a material condition of this Contract, City shall notify RFL 22 in writing of said breach and if RFL has not cured or begun reasonable 23 efforts to cure after fifteen (15) days of receipt of said notice, and 24 fails to diligently pursue corrective action, City shall have the 25 right to cancel this Contract for cause based on RFL's default. RFL 26 shall be responsible for any direct costs due to City's re -procurement 27 of the equivalent of the equipment or services cancelled from RFL. 28 RFL's liability for these excess costs shall not exceed the value of -3- I the Purchase Order. 2 7. Confidential Information. 3 A. Access to Confidential Information. City may 4 provide RFL and/or its subcontractor with, or allow RFL access to, 5 certain information not available to the public concerning City, or 6 businesses located in City. The information may include company 7 information, taxes, sales, value of assets, or other such information. 8 All such information shall be known as "Confidential Information"and 9 may not be used to circumvent the responsibility of either party to 10 this Contract. 11 B. No Disclosure. Except as expressly permitted, RFL 12 and/or its subcontractor shall not disclose, permit the disclosure of, 13 release, disseminate, or transfer, whether orally or by any other 14 means, any part of such Confidential Information to any other person 15 or entity, whether corporate, governmental, or individual, without the 16 express prior written consent of an authorized representative of City. 17 RFL and/or its subcontractor shall return any written Confidential 18 Information and all copies made of such items to City upon City's 19 written request, but in any event not later than the date that RFL has 20 performed all services to be performed pursuant to this Contract. RFL 21 hereby agrees that such Confidential Information and any documents 22 provided may be used by RFL and/or its subcontractor only as 23 authorized by the City. RFL shall include a contract provision in its 24 contract with subcontractors that binds the subcontractors to this 25 non -disclosure requirement. RFL shall take reasonable measures to 26 avoid any disclosure of any such Confidential Information to any 27 unauthorized person. 28 C. Court Ordered Disclosure. RFL shall immediately -4- I notify City of any court order or subpoena requiring disclosure of 2 Confidential Information, and shall cooperate with City's legal 3 counsel in responding to any such order or subpoena. RFL may only 4 disclose Confidential Information required to be disclosed pursuant to 5 court order or subpoena after legal counsel has exhausted any lawful 6 and timely appeal or challenge. 7 D. Remedies. In addition to any other remedies that 8 it may have at law or in equity, City shall be entitled to a temporary 9 and permanent injunction by a court of competent jurisdiction against 10 any breach or threatened breach of the Confidential Information 11 provisions of this Agreement. RFL acknowledges that in case of such 12 breach or threatened breach of said provisions, City would have no 13 adequate remedy at law. 14 8. Warranties. RFL warrants title to the TI Equipment 15 purchased hereunder and any part thereof to be free of any claim of 16 any security interest, lien or any encumbrance. RFL also warrants 17 that the equipment will be delivered new and shall be free from 18 defects in material and workmanship. RFL shall provide, at a minimum, 19 a one (1) year material warranty to begin upon acceptance of the TI 20 Equipment by City. All manufacturers' warranties, and any other 21 warranties made applicable by law, shall apply to City's purchase of 22 the above -referenced equipment. 23 9. Compliance with Laws. RFL shall strictly observe and 24 comply with all applicable federal, state, and local laws, ordinances 25 and regulations governing this sale, including but not limited to any 26 permit or license requirements of the United States Department of 27 Commerce, as well as any laws of the United States of.America. 28 10. Governing Law. The validity, interpretation and -5- performance of this Contract'shall be controlled and construed under the laws of the State of California. 11. 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. 12. 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 RFL: RFL ELECTRONICS INC. ATTN: THOMAS DAHLIN, DIRECTOR OF SALES 353 POWERVILLE ROAD BOONTON TWP., NJ 07005-9151 13. General Provisions A. Independent Contractor. At all times during the term of this Contract, RFL shall be an independent contractor and shall not be an employee of the City. The City shall have the right to control RFL only insofar as the results of RFL's services rendered pursuant to this Contract; however, the City shall not have the right to control the means by which RFL accomplishes services rendered pursuant to the Contract except to the extent that such services involve the use of City property or Confidential Information. B. RFL Not Agent. Except as the City may specify in writing, RFL shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent. RFL shall have no authority, expressed or implied, pursuant to this Contract to bind the City to any obligation whatsoever. Q I C. Indemnification. RFL shall indemnify, defend, 2 protect and hold the City and its officers, agents and employees, free 3 and harmless from and against any and all claims, demands, losses, 4 damages, liabilities, fines, charges, penalties, orders, judgments and 5 all costs and expenses incurred in connection therewith, including 6 reasonable attorney's fees and costs of defense arising out of or 71 attributable to the negligent or wrongful acts of RFL or its 8 subcontractors, employees or agents in the performance of services 9 under this Contract, except to the extent arising from or caused by 10 the sole negligence or willful misconduct of the City, its officers, 11 agents or employees. 12 D. Insurance. RFL agrees to provide insurance in the 13 amounts and forms specified in Exhibit "B, which is attached hereto 14 and made a part hereof by reference. Comparable coverage shall be 15 provided for each subcontractor used in the performance of this 16 Contract. RFL shall submit to the City documentation indicating 171 compliance with these minimum requirements no less than one (1) day 18 prior to the beginning of performance under this Contract. RFL shall 19 not commence performance of its services under this Contract until the 20 above insurance has been obtained and proof of insurance has been 21 filed with and approved by the City. 22 E. Assignment and Subcontracting Prohibited. No 23 party to this Contract may assign or subcontract any right or 24 obligation pursuant to this Contract except as provided for in the 25 Quotation or with the express written consent of the other party. Any 261 other attempted or purported assignment of any right or obligation 271 pursuant to this Contract shall be void and of no effect. 28 F. Entire Agreement. This Contract constitutes the -7- complete and final expression of the agreement of the parties and is intended as a complete and exclusive statement of the terms of their agreement and supersedes all prior and contemporaneous offers, promises, representations, negotiations, discussions, communications and agreements which may have been made in connection with the subject matter hereof. All exhibits are incorporated by reference. RFL represents that in entering into this Contract it has not relied on any previous representations or understandings of any kind or nature. G. Partial Invalidity. Wherever possible, each provision hereof will be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein will, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective to the extent, but only to the extent of such invalidity, illegality or unenforceability without invalidating the remainder of such provision or provisions or any other provision hereof, unless such a construction would be unreasonable or contrary to the parties' intent as expressed in this Contract. H. Time of the Essence. Time is of the essence in the performance of this Contract and of each and every provision hereof. I. Risk of Loss. Risk of loss or damage shall pass to the City upon delivery FOB the City. J. Benefit of Agreement. This Contract shall bind and benefit the parties hereto and their heirs, successors, and permitted assigns. K. Waiver. Any waiver at any time by either party of its rights with respect to a default under this Contract, or with -8- .respect to any other matters arising in connection with this .Contract, shall not be deemed a waiver with respect to subsequent default or other matter. L. Amendment. All changes or modifications to this Contract shall be in writing stating that it is an amendment to this Contract and shall be signed by both parties or their duly authorized agents. This Contract shall not be modified through course of dealing, usage or trade. M. Force Majeure. Neither party shall be considered to be in default in any of its obligations under this Contract when a failure of performance shall be due to an uncontrollable force. The terms "uncontrollable force" shall mean any cause beyond the control of the party affected, including, but not restricted to, flood, earthquake, storm, fire, lightening, epidemic, war, riot, civil disturbance or disobedience, sabotage, federal, state, or municipal action, statute, ordinance, or regulation, embargoes or the United States Government or any other government, which by exercise of due diligence such party could not reasonably have been expected to avoid and by exercise to due diligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations under this Contract by reason of an uncontrollable force, shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. -9- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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: E LIVO, City A rney CITY OF VERNON By: EONIS C. BURG, Mayor By: /�Z iv Title- V i° �.•. clz l C r"o -10- Quotation Date: March 18, 2003 Quote Number: CQ45324-11B" RFL Electronics Inc. 353 Powerville Road Customer: City of Vernon Boonton Twp., NJ 07005-9151 4305 Santa fe Ave. Vernon, CA 90058 Phone: (973)-334-3100 Fax: (973)-334-3863 Email: sales@rflelect.com Attention: Ali Nour Reference: Existing Network Phone: (323) 583-8811 Ext. 316 RFL Drawing: CD45505 "C" Fax: (323) 826-1435 Inquiry Number: Email: Anour cCbcimemon.cams Inquiry Date: 12/4/2002 Item Quantity Model Description Unit Price Extension IMM000 Tl EQUIPMENT 1 1 2000 RFL Rv=000 Tl Equipment to Turn a Two[2] Fiber Ring CCM Network into a Four[4] Fiber Ring Network and Additional $18,306 $18,306 Channel Modules for RS-232 Circuits per Equipment List A, Sheet 3. Note: At Leonis and Yberra Sub., Repeater Shelf may be needed depending on the number of channel modules being added to the self. Each IMUX 2000 shelf contain 18 slots for both the common cards and the channel module Filed Service 2 1 2000 Two days of Field Service Engineering to convert Network $5,200 $5,200 CCM from 2-Fiber to 4-Fiber and to add additional Circuits. CC: J. Ebrecht Matzinger-keegan, Inc. Continued on nextpage RG/ED RFL ELECTRONICS INC. Validity: Quote valid until Apra 17, 2003 Terms: Net 30 days By: ' FOB: a+ Delivery: 45 days after receipt of confirmed order Thomas Dahlin, Director of Sales Any questions concerning this quotation, please contact Emmanuel Duvelson at Ext. 275 or at manny.duvelson@rflelect.com All quotations are subject to the terms and conditions listed and subject to acceptance by RFL, unless otherwise stated. ISO 9001 Registered Company Sheet #: 2 Quote Number: CQ45324-"B" Date: March 18, 2003 Inq Item Quantity Model Description Unit Price Extension Repeater Chassis Option 3 1 2000 RFL UV= 2000 Repeater Chassis to provide Added $3,130 $3,130 CCM Physical Slots, to be Connected to the Main Tl Chassis per Equipment List B, Sheet 3. - TOTAL = Note: All drawings need to be corrected and updated to reflect new network configuration. $26,636 Sheet #: 3 Equipment List: 1 Date: March 18, 2003 Quote Number: CQ45324-"B" Inq #.: IMUX 2000 T1 EQUIPMENT LIST QUANTITY A B C DESCRIPTION PART # UNIT PRICE IMUX 2000 T1 Equipment Bus Repeater Option COMMON EQUIPMENT T1 CHASSIS 9597-158524 $648 1 BRM MODULE $248 2 MA-501 BRM Module 1/0 9547-15861 $189 2 OPTICAL INTERFACE 1300 NM SM LED OIA-1 9547-2001 $1,026 10 POWER SUPPLIES 2000 PS 48/125 DC 9547-920 $644 2 POWER SUPPLY 1/0 2000 PS ALARM 1/0 48/125VDC 9547-18804 $266 1 DATA MODULES DA-911 2-Port Async Data Polling 9547-11591 $311 16 MA4021 2 Port RS-2321/0, DA-91 9547-16921 $189 16 CABLE & ACCESSORIES BRM CABLE 106041 $54 1 4" Chassis Extender Bracket 103978-4 $23 2 UNIT PRICE $18,306 $3,130 1 1 ITEM QUANTITY $18,306 $3,130 EXTENDED PRICE Quotation Number CQ-45324-"B" Date: March 18, 2003 QUOTATION NOTES Sheet #: 4 Inq #.: 1. One RFL Product manual will be provided with each order unless otherwise specified. An electronic copy of the manual will be provided with each chassis assembly ordered up to a maximum of five[5] CD ROMs. One CD ROM will be supplied for modules or customer service orders. Additional hard copy manuals are available at $100.00 U.S. each, net (F.O.B. Boonton Twp. New Jersey). 2. RFL's standard warranty is twelve [12] months from date of delivery for replacement of any part which fails during normal operation or service. Should a part become defective, please call the Customer Service Department for a Return Material Authorization (RMA) number prior to return to the factory, shipping charges prepaid, for replacement F.O.B. Boonton Twp, New Jersey. 3. Please note that should there be any delay in delivery which is attributable to the customer, RFL reserves the right to charge for equipment storage from the time that the customer is first notified that the equipment is ready for shipment until such time as the customer allows the equipment to be shipped. 4. The charge for source inspection (at the RFL Plant in Boonton Twp, New Jersey, U.S.A.) is $800.00 per diem. This does not include traveling and living expenses for the person(s) witnessing the inspection which are the responsibility of the purchaser. There will be 2 days(s) available without a per diem charge. 5. Please note drawing requests after receipt of an order can effect delivery as follows: "Drawings for Reference" - Under these terms drawings will be submitted for general reference and minor corrections which only involve wiring changes. Modules may not be added or deleted. Delivery will not be delayed "Drawings for Approval" - Under these terms drawings will be submitted for system content and wiring approval. Manufacturing will not proceed until approval drawings with comments are reviewed by RFL. In some cases re -submittal may be necessary. Our quoted delivery will be based on the received final approval drawings signed by the approval engineer. For example, our quoted delivery may be specified as "60 Days ARO". However, when approval drawings are required, the delivery then becomes "60 Days After Receipt of Approved Drawings-. When placing an order, please indicate which of the above terms apply to your purchase order. 6. Our Sales Representative and/or Regional Sales Manager for your area is: Matzinger-Keegan, Inc. Regional Sales Manager Mr. Jack Keegan Mr. James W. Ebrecht 2151 Michelson Dr., Ste 238 67685 Ridge View Drive Irvine CA 92612-1312 Montrose, CO 81401 Tel: (949) 852-1006 Tel: (970) 252-9043 Fax: (949) 852-1446 Fax:. (970) 252-9063 Email: sales(a),mkirens,com Email: rtlwest(a,worldnet.att.net I EXHIBIT B 2 INSURANCE SCHEDULE 3 RFL 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 Bodily Injury Prope , 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 Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000 9 Workers' Compensation $ Statutory 10 Employers' Liability $1,000,000 per employer 11 11. General 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- $2,000,000 $1,000,000 14 Independent Contractors $1,000,000 $2,000,000 $1,000,000 Products - Completed Operations $1,000,000 $2,000,000 $1,000,000 15 Contractual Liability $1,000,000 $2,000,000 $1,000,000 16 Umbrella 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 1. An endorsement naming the City of Vernon, its officers, and employees as additional insureds 19 under the policy. 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material 20 reduction .of coverage. 21 3. An endorsement providing coverage for all operations under this Contract. 4. Such other endorsement as may be required by addendum hereto. 22 b. In addition to the standard certificate of insurance, proof of general and professional liability coverage 23 shall be furnished in the form checked below. Only certification of the following proofs will be 24 accepted: 25 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 26 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