Resolution No. 83511
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RESOLUTION NO. 8351
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 BAUER COMPRESSORS, INC. FOR
PERSONAL PROTECTIVE EQUIPMENT FOR FIRE DEPARTMENT
WHEREAS, the City of Vernon has obtained funds from a State
(Homeland Security Grant Program, Grant No. 2003-35, for fire equipment;
land
WHEREAS, the Vernon Fire Department desires to use the funds
received for six Trelleborg HPS type TE Level A Suits with large visor
(collectively referred to as the "Suits"); and
WHEREAS, the Suits are fully encapsulated/level A design with
breathing apparatus worn inside for biological terrorism protection;
and
WHEREAS, the purchase of the Suits would enhance the Fire
Department's operation, thereby enhancing the services provided to
citizens, residents and businesses within the Vernon community; and
WHEREAS, the Vernon Fire Department obtained three informal
quotes and determined that Bauer Compressors, Inc. ("Bauer") can
provide the Suits that meet the specifications and requirements of the
Department; and
WHEREAS, on January 6, 2004, the Finance Committee considered
the recommendation of Bruce V. Malkenhorst, Director of Finance, dated
December 18, 2003, that a contract be prepared for purchase of the
Suits from Bauer using grant funds; 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
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necessity to enter into a contract with Bauer for the purchase of the
Suits to enhance services provided to the Vernon community.
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 Bauer Compressors, 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
Contract to:
Bauer Compressors, Inc.
Attn. Keith Hodak
2464 Tripaldi Way
Hayward, CA 94545
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 28th day of January, 2004.
G 1
LEONIS C. MALBURt, Mayor
ATTEST:
BRUCE V. MALKENHORST, City Clerk
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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 that the foregoing Resolution, being.Resolution No.
6 8351, was duly adopted by the City Council of the City of Vernon at an
7 adjourned regular meeting of the City Council duly held on Wednesday,
8 January 28, 2004, and thereafter was duly signed by the Mayor of the
9 City of Vernon.
10 Af
11
BRUCE V. MALKENHORST, City Clerk
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13 (SEAL)
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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 original hereof for all purposes, as of this day of January,
6 2004, in the City of Vernon, County of Los Angeles, California
7 BY AND BETWEEN CITY OF VERNON (hereinafter
referred to as "City")
8 4305 Santa Fe Avenue
9 Vernon, CA 90058
10 AND BAUER COMPRESSORS, INC.
(hereinafter referred to as
11 "Bauer")
2464 Tripaldi Way
12 Hayward, CA 94545
13 RECITALS
14 WHEREAS, the City's Fire Department has obtained funds from a
15 FY 2003 State Homeland Security Grant Program (Part II), Grant No.
16 2003-35, for fire equipment; and
17 WHEREAS, the Fire Department desires to use the funds
18 received for six Trelleborg HPS type TE Level A Suits with large visor
19 (collectively referred to as the "Suits"); and
20 WHEREAS, the Suits are fully encapsulated/level A design with
21 the breathing apparatus worn inside for biological terrorism
22 protection; and
23 WHEREAS, the purchase of the Suits would enhance the Fire
24 Department's operation, thereby enhancing the services provided to
25 citizens, residents and businesses within the Vernon community; and
26 WHEREAS, the City's Fire Department obtained three informal
27 quotes and determined that Bauer can provide the necessary Suits
28 meeting the specifications and requirements of the Department; and
WHEREAS, Bauer has prepared a Quotation dated on or about
September 29, 2003, (the "Quotation"), a copy of which is attached
hereto as Exhibit "A" and incorporated herein by reference; and
WHEREAS, the City desires to enter into an agreement with
Bauer to provide for the purchase and delivery of the Suits; and
WHEREAS, Bauer represents that it is qualified and capable of
providing the Suits described in Exhibit "A" that the City requires and
is willing to do so on the terms and conditions set forth below.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
FORTH HEREIN:
1. Purchase.
Bauer agrees to sell and deliver the Suits set forth and
described in detail in the Quotation. It is understood and agreed that
in the event of a conflict between this Contract and the Quotation, the
terms of this Contract shall prevail.
2. Time of Performance.
The performance of Bauer as identified herein shall commence
upon the signing of this Contract and shall be completed by Bauer
pursuant to the terms of the Quotation, unless otherwise terminated or
extended. Delivery is expected to be completed no later than four (4)
weeks from the issuance of City's purchase order. If delivery of the
Suits is not completed within this time period, the City shall have the
option of canceling this Contract in order to proceed with the purchase
of the equipment from another vendor, if one can be located. The
delivery date may also be extended, at the City's sole discretion, for
an additional thirty (30) days, or such other time as the parties may
agree.
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1 3. Price.
2 Bauer agrees to sell and deliver the Suits described in the
3 Quotation in the total amount of Twenty -Seven Thousand Three Hundred
4 Sixty -One Dollars and Fifty -Seven Cents ($27,361.57), including sales
5 tax and shipping charges.
6 4. Payment Terms.
7 The City agrees to pay Bauer one hundred percent (100%) of
8 the total purchase price, net thirty (30) days after delivery and
9 acceptance of the Suits by City FOB destination and City's receipt of
10 an invoice from Bauer.
11 S. Change and Extra Services.
12 The City reserves the right to make additions to or deletions
13 from the equipment purchased from Bauer. All such changes shall be
14 incorporated in written change orders executed by the City and Bauer
15 that shall specify the changes ordered and the adjustment of prices,
16 delivery schedules and warranties. Any equipment added to this
17 Contract, under this section, shall be executed under all applicable
18 conditions of this Contract. No claim for additional compensation or
19 extension of time shall be recognized unless contained in a duly
20 executed change order.
21 6. Cancellation/Default.
22 In the event that Bauer commits a breach of a material
23 condition of this Contract, City shall notify Bauer in writing of said
24 breach and if Bauer has not cured or begun reasonable efforts to cure
25 after fifteen (15) days of receipt of said notice, and fails to
26 diligently pursue corrective action, then City shall have the right to
27 cancel this Contract for cause based on Bauer's default. Bauer shall
28 be responsible for any direct costs due to City's re -procurement of the
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1 equivalent of the equipment cancelled from Bauer.
2 7. Confidential Information.
3 A. Access to Confidential Information. City may provide
4 Bauer, and/or its subcontractors with, or allow Bauer and/or its
5 subcontractor access to certain information not available to the public
6 concerning, but not limited to City, or businesses located in City.
7 The information may include, but is not limited to, company
8 information, taxes, sales, value of assets, utility usage, or other
9 such information. All such information.shall be known as "Confidential
10 Information" and may not be used to circumvent the responsibility of
11 either party to this Contract.
12 B. No Disclosure. Except as expressly permitted, Bauer,
13 and/or its subcontractors, shall not disclose, permit the disclosure
14 of, release, disseminate, or transfer, whether orally or by any other
15 means, any part of such Confidential Information to any other person or
16 entity, whether corporate, governmental, or individual, without the
17 express prior written consent of an authorized representative of City.
18 Bauer, and/or its subcontractors, shall return any written Confidential
19 Information, and all copies made of such items, to City upon City's
20 written request, but in any event not later than the date that Bauer
21 and/or its subcontractors has performed all services to be performed
22 pursuant to this Contract. Bauer hereby agrees that such Confidential
23 Information and any documents provided may be used by Bauer, and/or its
24 subcontractors, only as authorized by City. Bauer shall include a
25 contract provision in its contract with subcontractors that bind the
26 subcontractors to this non -disclosure requirement. Bauer shall take
27 reasonable measures to avoid any disclosure of any such Confidential
28 Information to any unauthorized person.
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1 C. Court Ordered Disclosure. Bauer shall immediately
2 notify City of any court order or subpoena requiring disclosure of
3 Confidential Information, and shall cooperate with City's legal counsel
4 in responding to any such order or subpoena. Bauer may only disclose
5 Confidential Information required to be disclosed pursuant to court
6 order or subpoena after legal counsel has exhausted any lawful and
7 timely appeal or challenge.
8 D. Remedies. In addition to any other remedies that it may
9 have at law or in equity, City shall be entitled to a temporary and
10 permanent injunction by a court of competent jurisdiction against any
11 breach or threatened breach of the Confidential Information provisions
12 of this Contract. Bauer acknowledges that in case of such breach or
13 threatened breach of said provisions, City would have no adequate
14 remedy at law.
15 8. Warranties.
16 Bauer warrants title to the equipment purchased hereunder and
17 any part thereof to be'free of any claim of any security interest, lien
18 or any encumbrance. Bauer also warrants that the equipment will be
19 delivered new and shall be free from defects in material and
20 workmanship. Specifically, Bauer shall provide a three (3) year
21 manufacturer's warranty, to begin upon City's acceptance of the Suits.
22 All manufacturers' warranties, any warranties typically provided by
23 Bauer and any other warranties made applicable by law shall apply to
24 the City's purchase of the Suits.
25 9. Compliance with Laws.
26 Bauer shall strictly observe and comply with all applicable
27 federal, state, and local laws, ordinances and regulations governing
28 this sale, including but not limited to any permit or license
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1 requirements of the United States Department of Commerce, as well as
2 any laws of the United States of America.
3 10. Governing Law.
4 The validity, interpretation and performance of this Contract
5 shall be controlled and construed under the laws of the State of
6 California.
7 11. Forum Selection.
8 Any action brought relating to this Contract shall be brought
9 and held exclusively in a State Court in the County of Los Angeles,
10 California.
11 12. Notices.
12 Notices to the parties, unless otherwise requested in
13 writing, shall be sent to:
14 City: CITY OF VERNON
ATTN: BRUCE V. MALKENHORST
15 CITY ADMINISTRATOR
16 4305 SANTA FE AVENUE
VERNON, CA 90058-0805
17 Bauer: BAUER COMPRESSORS, INC.
18 ATTN: KEITH HODAK
2646 TRIPALDI WAY
19 HAYWARD, CA 94545
20 13. General Provisions.
21 A. Independent Contractor.
22 At all times during the term of this Contract, Bauer shall be
23 an independent contractor and shall not be an employee of the City. The
24 City shall have the right to control Bauer only insofar as the results
25 of Bauer services rendered pursuant to this Contract; however, the City
26 shall not have the right to control the means by which Bauer
27 accomplishes services rendered pursuant to the Contract except to the
28 extent that such services involve the use of City property or
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1 Confidential Information.
2 B. Bauer Not Agent.
3 Except as provided for herein or as the City may otherwise
4 specify in writing, Bauer shall have no authority, express or implied,
5 to act on behalf of the City in any capacity whatsoever as an agent.
6 Except as provided for herein, Bauer shall have no authority, express
7 or implied, pursuant to this Contract to bind the City to any
8 obligation whatsoever.
9 C. Indemnification.
10 Bauer shall indemnify, defend, protect and hold the City and
11 its officers, agents and employees, free and harmless from and against
12 any and all claims, demands, losses, damages, liabilities, fines,
13 charges, penalties, orders, judgments and all costs and expenses
14 incurred in connection therewith, including reasonable attorney's fees
15 and costs of defense arising out of or attributable to the negligent or
16 wrongful acts of Bauer, or its subcontractors, employees or agents in
17 the performance of services under this Contract, except to the extent
18 arising from or caused by the sole negligence or willful misconduct of
19 the City, its officers, agents or emploYees.
20 D. Assignment and Subcontracting Prohibited.
21 No party to this Contract may assign or subcontract any right
22 or obligation pursuant to this Contract without the express written
23 consent of the other party. Any other attempted or purported
24 assignment of any right or obligation pursuant to this Contract shall
25 be void and of no effect.
26 E. Entire Agreement.
27 This Contract constitutes the complete and final expression
28 of the agreement of the parties and is intended as a complete and
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1 exclusive statement of the terms of their agreements and supersedes all
2 prior and contemporaneous offers, promises, representations,
3 negotiations, discussions, communications and agreements which may have
4 been made in connection with the subject matter hereof. All exhibits
5 are incorporated by reference. Bauer represents that in entering into
6 this Contract, it has not relied on any previous representations or
7 understandings of any kind or nature.
8 F. Partial Invalidity.
9 Wherever possible, each provision hereof will be interpreted
10 in such manner as to be effective and valid under applicable law, but
11 in case any one or more of the provisions contained herein will, for
12 any reason, be held to be invalid, illegal or unenforceable in any
13 respect, such provision will be ineffective to the extent, but only to
14 the extent, of such invalidity, illegality or unenforceability without
15 invalidating the remainder of such invalid, illegal or unenforceable
16 provision or provisions or any other provision hereof, unless such a
17 construction would be unreasonable or contrary to the intent of the
18 parties as expressed in this Contract.
19 G. Risk of Loss.
20 Title and risk of loss or damage shall pass to City and
21 delivery shall be deemed to be complete upon delivery FOB destination.
22 H. Attorneys' Fees.
23 In the event that it becomes necessary for either party to
24 this Contract to enforce any of the provisions of this Contract, the
25 parties agree that a court of competent jurisdiction may determine and
26 fix reasonable attorney's fees to be paid to the successful litigant.
27 I. Benefit of Agreement.
28 This Contract shall bind and benefit the parties hereto and
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1 their heirs, successors, and permitted assigns.
2 J. Force Majeure.
3 Neither party shall be considered to be in default in any of
4 its obligations under this Contract when a failure of performance shall
5 be due to an uncontrollable force. The terms "uncontrollable force"
6 shall mean any cause beyond the control of the party affected,
7 including, but not restricted to, flood, earthquake, storm, fire,
8 lightening, epidemic, war, riot, civil disturbance or disobedience,
9 labor dispute, labor material shortage, sabotage, federal, state, or
10 municipal action, statute, ordinance, or regulation, embargoes or the
11 United States Government or any other government, which by exercise of
12 due diligence such party could not reasonably have been expected to
13 avoid and by exercise to due diligence has been unable to overcome.
14 Either party rendered unable to fulfill any of its obligations under
15 this Contract by reason of an uncontrollable force, shall give written
16 notice within five (5) business days of such fact to the other party
17 and shall exercise due diligence to remove such inability with all
18 reasonable dispatch.
19 K. Waiver.
20 Any waiver at any time by either party of its rights with
21 respect to a default under this Contract, or with respect to any other
22 matters arising in connection with this Contract, shall not be deemed a
23 waiver with respect to subsequent default or other matter.
24 L. Amendment.
25 All changes or modifications to this Contract shall be in a
26 writing stating that it is an amendment to this Contract and shall be
27 signed by both parties or their duly authorized agents. This Contract
28 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:
ERIC T. FRESCH, City Attorney
By:
CITY OF VERNON
LEONIS C. MALBURG, Mayor
BAUER COMPRESSORS, INC.
By:
Title: vice President
Title: Regions jjana.$gr
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8668-L88-oL5
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EXHIBIT
FROM WUER L,A ,
FAX NO. : '9497192504
BAUER COMPRESSORS, INC.
QUOTATION FOR
Vernon Fire Dept
Date
: 9/29/2003
Company Name
: Vernon Fire Dept
Contact
: Frank Tostado
Address
: 4305 Santa Fe Ave
Vernon, CA 90058
Phone
: 323-583-8811
Fax
: 323-581-1281
ON QTY DESCRIPTION
1 6 Trelleborg HPS Level A Suit
w/ Large Visor. Size XL
P/N 4774520048
Subtotal
Tax 8.25 i6
Freight
Total
173
2464 Tripaldi Way
Hayward, California 94W
Telephone: 510-887-1927
Telefax: 510-8874M3
PRIG AMOUNT
$4,185.00 $25,110.00
$25,110.00
$2,071.57
$180.00
$27,361.57
Prices do not include shipping/handling charges or sales tax unless specified.
Quotation prices are valid for 60 days. Call Bauer LA (114) 777-4799 if past expiration date.
Thank you for the opportunity to submit this quotation. If you have any questions
please give us a call.
Sincerely,
... 4 0—
nh %—
Keith Hodak
Sales Manager
Bauer $211i Francisco
keMhodakQbauersf corn
Home Office: 1328 Azalea Garden Road, Norfolk, Virginia 23602
Telephone: 767-855-6006 FAX: 757-857-1041
SUPPORTING
DOCUMENTS
N
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 original hereof for all purposes, as of thisl2n� day of January,
6 2004, in the City of Vernon, County of Los Angeles, California
7 BY AND BETWEEN CITY OF VERNON (hereinafter
8 referred to as "City")
4305 Santa Fe Avenue
9 Vernon, CA 90058
10 AND BAUER COMPRESSORS, INC.
(hereinafter referred to as
11 "Bauer")
2464 Tripaldi Way
12 Hayward, CA 94545
131 RECITALS
14 ,
WHEREAS, the City's Fire Department has obtained funds from a
15 FY 2003 State Homeland Security Grant Program (Part II), Grant No.
16 2003-35, for fire equipment; and
17 WHEREAS, the Fire Department desires to use the funds
18 received for six Trellebor HPS
g type TE Level A Suits with large visor
19 (collectively referred to as the "Suits"); and
20 WHEREAS, the Suits are fully encapsulated/level A design with
21 the breathing apparatus worn inside for biological terrorism
22 protection; and
23 WHEREAS, the purchase of the Suits would enhance the Fire
24 Department's operation, thereby enhancing the services provided to
25 citizens, residents and businesses within the Vernon community; and
26 WHEREAS, the City's Fire Department obtained three informal
27 quotes and determined that Bauer can provide the necessary Suits
28 meeting the specifications and requirements of the Department; and
I WHEREAS, Bauer has prepared a Quotation dated on or about
2 September 29, 2003, (the "Quotation"), a copy of which is attached
3 hereto as Exhibit "A" and incorporated herein by reference; and
4 WHEREAS, the City desires to enter into an agreement with
5 Bauer to provide for the purchase and delivery of the Suits; and
6 WHEREAS, Bauer represents that it is qualified and capable of
7 providing the Suits described in Exhibit "A" that the City requires and
8 is willing to do so on the terms and conditions set forth below.
9 NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
10 FORTH HEREIN:
11 1. Purchase.
12 Bauer agrees to sell and deliver the Suits set forth and
13 described in detail in the Quotation. It is understood and agreed that
14 in the event of a conflict between this Contract and the Quotation, the
15 terms of this Contract shall prevail.
16 2. Time of Performance.
17 The performance of Bauer as identified herein shall commence
18 upon the signing of this Contract and shall be completed by Bauer
19 pursuant to the terms of the Quotation, unless otherwise terminated or
20 extended. Delivery is.expected to be completed no later than four (4)
21 weeks from the issuance of City's purchase order. If delivery of the
22 Suits is not completed within this time period, the City shall have the
23 option of canceling this Contract in order to proceed with the purchase
24 of the equipment from another vendor, if one can be located. The
25 delivery date may also be extended, at the City's sole discretion, for
26 an additional thirty (30) days, or such other time as the parties may
27 agree.
28
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1 3. Price.
2 Bauer agrees to sell and deliver the Suits described in the
3 Quotation in the total amount of Twenty -Seven Thousand Three Hundred
41 Sixty -One Dollars and Fifty -Seven Cents ($27,361.57), including sales
5 tax and shipping charges.
6 4. Payment Terms.
7 The City agrees to pay Bauer one hundred percent (100%) of
8 the total purchase price, net thirty (30) days after delivery and
9 acceptance of the Suits by City FOB destination and City's receipt of
10 an invoice from Bauer.
11 5. Change and Extra Services.
12 The City reserves the right to make additions to or deletions
13 from the equipment purchased from Bauer. All such changes shall be
14 incorporated in written change orders executed by the City and Bauer
15 that shall specify the changes ordered and the adjustment of prices,
16 delivery schedules and warranties. Any equipment added to this
171 Contract, under this section, shall be executed under all applicable
18 conditions of this Contract. No claim for additional compensation or
19 extension of time shall be recognized unless contained in a duly
20 executed change order.
21 6. Cancellation/Default.
22 In the event that Bauer commits a breach of a material
23 condition of this Contract, City shall notify Bauer in writing of said
24 breach and if Bauer has not cured or begun reasonable efforts to cure
25 after fifteen (15) days of receipt of said notice, and fails to
26 diligently pursue corrective action, then City shall have the right to
27 cancel this Contract for cause based on Bauer's default. Bauer shall
28 be responsible for any direct costs due to City's re -procurement of the
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1 equivalent of the equipment cancelled from Bauer.
2 7. Confidential Information.
3 A. Access to Confidential Information. City may provide
4 Bauer, and/or its subcontractors with, or allow Bauer and/or its
5 subcontractor access to certain information not available to the public
6 concerning, but not limited to City, or businesses located in City.
7 The information may include, but is not limited to, company
8 information, taxes, sales, value of assets, utility usage, or other
9 such information. All such information.shall be known as "Confidential
10 Information" and may not be used to circumvent the responsibility of
11 either party to this Contract.
12 B. No Disclosure. Except as expressly permitted, Bauer,
13 and/or its subcontractors, shall not disclose, permit the disclosure
14 of, release, disseminate, or transfer, whether orally or by any other
15 means, any part of such Confidential Information to any other person or
16 entity, whether corporate, governmental, or individual, without the
17 express prior written consent of an authorized representative of City.
181 Bauer, and/or its subcontractors, shall return any written Confidential
19 Information, and all copies made of such items, to City upon City's
20 written request, but in any event not later than the date that Bauer
21 and/or its subcontractors has performed all services to be performed
22 pursuant to this.Contract. Bauer hereby agrees that such Confidential
23 Information and any documents provided may be used by Bauer, and/or its
24 subcontractors, only as authorized by City. Bauer shall include a
25 contract provision in its contract with subcontractors that bind the
26 subcontractors to this non -disclosure requirement. Bauer shall take
27 reasonable measures to avoid any disclosure of any such Confidential
28 Information to any unauthorized person.
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I C. Court Ordered Disclosure. Bauer shall immediately
2 notify City of any court order or subpoena requiring disclosure of
3 Confidential Information, and shall cooperate with City's legal counsel
4 in responding to any such order or subpoena. Bauer may only disclose
5 Confidential Information required to be disclosed pursuant to court
6 order or subpoena after legal counsel has exhausted any lawful and
7 timely appeal or challenge.
8 D. Remedies. In addition to any other remedies that it may
9 have at law or in equity, City shall be entitled to a temporary and
10 permanent injunction by a court of competent jurisdiction against any
11 breach or threatened breach of the Confidential Information provisions
12 of this Contract. Bauer acknowledges that in case of such breach or
13 threatened breach of said provisions, City would have no adequate
14 remedy at law.
15 8. Warranties.
16 Bauer warrants title to the equipment purchased hereunder and
17 any part thereof to be'free of any claim of any security interest, lien
18 or any encumbrance. Bauer also warrants that the equipment will be
19 delivered new and shall be free from defects in material and
20 workmanship. Specifically, Bauer shall provide a three (3) year
21 manufacturer's warranty, to begin upon City's acceptance of the Suits.
22 All manufacturers' warranties, any warranties typically provided by
231 Bauer and any other warranties made applicable by law shall apply to
24 the City's purchase of the Suits.
25 9. Compliance with Laws.
26 Bauer shall strictly observe and comply with all applicable
27 federal, state, and local laws, ordinances and regulations governing
28 this sale, including but not limited to any permit or license
- 5 -
1 requirements of the United States Department of Commerce, as well as
2 any laws of the United States of America.
3 10. Governing Law.
4 The validity, interpretation and performance of this Contract
5 shall be controlled and construed under the laws of the State of
6 California.
7 11. Forum Selection.
8 Any action brought relating to this Contract shall be brought
9 and held exclusively in a State Court in the County of Los Angeles,
10 California.
it 12. Notices.
12 Notices to the parties, unless otherwise requested in
13 writing, shall be sent to:
141 City: CITY OF VERNON
15 ATTN: BRUCE V. MALKENHORST
CITY ADMINISTRATOR
16 4305 SANTA FE AVENUE
VERNON, CA 90058-0805
17 Bauer:
BAUER COMPRESSORS, INC.
18 ATTN: KEITH HODAK
2646 TRIPALDI WAY
19 HAYWARD, CA 94545
20 13. General Provisions.
21 A. Independent Contractor.
22 At all times during the term of this Contract, Bauer shall be
23 an independent contractor and shall not be an employee of the City. The
24 City shall have the right to control Bauer only insofar as the results
25 of Bauer services rendered pursuant to this Contract; however, the City
26 shall not have the right to control the means by which Bauer
27 accomplishes services rendered pursuant to the Contract except to the
28 extent that such services involve the use of City property or
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I Confidential Information.
2 B. Bauer Not A ent.
3 Except as provided for herein or as the City may otherwise
4 specify in writing, Bauer shall have no authority, express or implied,
5 to act on behalf of the City in any capacity whatsoever as an agent."
6 Except as provided for herein, Bauer shall have no authority, express
7 or implied, pursuant to this Contract to bind the City to any
8 obligation whatsoever.
9 C. Indemnification.
10 Bauer shall indemnify, defend, protect and hold the City and
11 its officers, agents and employees, free and harmless from and against
12 any and all claims, demands, losses, damages, liabilities, fines,
13 charges, penalties, orders, judgments and all costs and expenses
14 incurred in connection therewith, including reasonable attorney's fees
15 and costs of defense arising out of or attributable to the negligent or
16 wrongful acts of Bauer, or its subcontractors, employees or agents in
17 the performance of services under this Contract, except to the extent
18 arising from or caused by the sole negligence or willful misconduct of
19 the City, its officers, agents or employees.
20 D. Assignment and Subcontracting Prohibited.
21 No party to this Contract may assign or subcontract any right
22 or obligation pursuant to this Contract without the express written
23 consent of the other party. Any other attempted or purported
24 assignment of any right or obligation pursuant to this Contract shall
25 be void and of no effect.
26 E. Entire A reement.
27 This Contract constitutes the complete and final expression
281 of the agreement of the parties and is intended as a complete and
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1 exclusive statement of the terms of their agreements and supersedes all
2 prior and contemporaneous offers, promises, representations,
3 negotiations, discussions, communications and agreements which may have
4 been made in connection with the subject matter hereof. All exhibits
5 are incorporated by reference. Bauer represents that in entering into
6 this Contract, it has not relied on any previous representations or
7 understandings of any kind or nature.
8 F. Partial Invalidity.
9 Wherever possible, each provision hereof will be interpreted
10 in such manner as to be effective and valid under applicable law, but
11 in case any one or more of the provisions contained herein will, for
12 any reason, be held to be invalid, illegal or unenforceable in any
13 respect, such provision will be ineffective to the extent, but only to
14 the extent, of such invalidity, illegality or unenforceability without
15 invalidating the remainder of such invalid, illegal or unenforceable
16 provision or provisions or any other provision hereof, unless such a
17 construction would be unreasonable or contrary to the intent of the
18 parties as expressed in this Contract.
19 G. Risk of Loss.
20 Title and risk of loss or damage shall pass to City and
21 delivery shall be deemed to be complete upon delivery FOB destination.
22 H. Attorneys' Fees.
23 In the event that it becomes necessary for either party to
24 this Contract to enforce any of the provisions of this Contract, the
25 parties agree that a court of competent jurisdiction may determine and
26 fix reasonable attorney's fees to be paid to the successful litigant.
27 I. Benefit of Agreement.
28 This Contract shall bind and benefit the parties hereto and
- 8 -
1 their heirs, successors, and permitted assigns.
2 J. Force Majeure.
3 Neither party shall be considered to be in default in any of
4 its obligations under this Contract when a failure of performance shall
5 be due to an uncontrollable force. The terms "uncontrollable force"
61 shall mean any cause beyond the control of the party affected,
7 including, but not restricted to, flood, earthquake, storm, fire,
8 lightening, epidemic, war, riot, civil disturbance or disobedience,
9 labor dispute, labor material shortage, sabotage, federal, state, or
10 municipal action, statute, ordinance, or regulation, embargoes or the
11 United States Government or any other government, which by exercise of
12 due diligence such party could not reasonably have been expected to
13 avoid and by exercise to due diligence has been unable to overcome.
14 Either party rendered unable to fulfill any of its obligations under
15 this Contract by reason of an uncontrollable force, shall give written
16 notice within five (5) business days of such fact to the other party
17 and shall exercise due diligence to remove such inability with all
18 reasonable dispatch.
19 K. Waiver.
20 Any waiver at any time by either party of its rights with
21 respect to a default under this Contract, or with respect to any other
22 matters arising in connection with this Contract, shall not be deemed a
23 waiver with respect to subsequent default or other matter.
24 L. Amendment.
25 All changes or modifications to this Contract shall be in a
26 writing stating that it is an amendment to this Contract and shall be
27 signed by both parties or their duly authorized agents. This Contract
28 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:
ERI RESCH, City Attorney
CITY OF VERNON
By : z .-
EONIS C. MALB RG, May r
BAUER COMPRESSORS, INC.
By:
Title: d nt
Title: Regional Manager
- 10 -
r we NO. : 9497192504- SeP. 29 2003 06:16PM P2-
BAUER COMPRESSORS, INC.
QUOTATION FOR
Vernon Fire Dept
Date
: 9/29/2003
Company Name
: Vernon Fire Dept
Contact
: Frank Tostado
Address
: 4305 Santa Fe Ave
Vernon, CA 90058
Phone
: 323-583-8811
Fax
: 323-581-1281
T M QTY RESCRrTION
1 6 Trelleborg HPS Level A Suit
w/ Large Visor. Size XL
P/N 4774520048
Subtotal
Tax 8.25%
Freight
Total
2464 Tripaldi Way
Hayward, California 94W
Telephone: 510-887-1927
Telefax.- 510-MI41 93
PRICE AMQUIT
$4,185.00 $25,110.00
$25,110.00
$2,071.57
$180.00
$27,361.57
Prices do not include shipping/ha ing charges or sales tax unless specified.
Quotation Pecos are valid for 60 days. Call Bauer LA (714) 777-4799 if past expiration date.
Thank you for the opportunity to submit this quotation. If you have any questions
please give us a cal.
Sincerely,
Keith Hodak
Sales Manager
Bauer $an Francisco
ket9hodak@bauer3fcom
f q, 1 . 05'.
11-0 6yh k�--
Horne otrice: 1328 Azalea Garden Road, Norfolk, Virginia 23502
Telephone: 757-855-60M FAA 7574857-1041