Resolution No. 83521
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
RESOLUTION NO. 8352
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 DIAMONDBACK FIRE & RESCUE, INC.
FOR THERMAL IMAGING CAMERA SYSTEMS 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;
and
WHEREAS, the Vernon Fire Department desires to use the funds
received for three (3) Cairns Viper Thermal Imaging Systems and
accessories (collectively referred to as the "Cameras"); and
WHEREAS, the Cameras allow firefighters to see through smoke
filled areas when normal vision is impaired; and
WHEREAS, the purchase of the Cameras would enhance the Fire
Department's operation, thereby enhancing the services provided to
citizens, residents and businesses within the Vernon community; and
WHEREAS, Diamondback Fire & Rescue, Inc. ("Diamondback") is
the exclusive Southern California Distributor for the Cameras and the
Vernon Fire Department has determined that Diamondback can provide the
Cameras meeting 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
Cameras from Diamondback using grant funds; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (a) of
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
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to enter into a contract with Diamondback for the purchase of
the Cameras 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 Diamondback Fire &
Rescue, 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:
Diamondback Fire & Rescue, Inc.
Attn. Bill Burch
35080 Linda Rosea Road
Temecula, CA 92592
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.
`EONIS C. MALB.RG, May
ATTES �--`
BRUCE V. MALKENHORST, City Clerk
- 2 -
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.
8352, was duly adopted by the City Council of the City of Vernon at an
adjourned regular meeting of the City Council duly held on Wednesday,
January 28, 2004, and thereafter was duly signed by the Mayor of the
City of Vernon.
(SEAL)
BRUCE V. MALKENHORST, City Clerk
- 3 -
EXHIBIT
0
FROM :
01/24/2004 11:47 FAX 323 826 1439
FAX NO. : Jan. 28 2004 11:21AM P3
LEGAL. DEPT VE-fRNUN C. 0414
i EQUIPMENT PURCRASE CONTRACT
2
3 THIS CONTRACT is made, entered into and executed in dupiicate
4 originals, either copy of which may be considered,ar_d 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 FIND BETWEEN CITY OF VERNON (hereinafter
8 referred to as "City")
4305 Santa Fe Avenue
9 Vernon, CA 90058
10 AND DIAMONDBACK FIRE & RESCUE, INC.
(hereinafter referred to as
11 "Diamondback")
35080 Linda Rosea Road
12 Temecula, CA 92592
13 RECITALS
14 WHEREAS, the City's Fire_ Department has obtained funds from a
is 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 three (3) Cairns Viper Thermal imaging Systems and
19 accessories (collectively referred to as the "Cameras"); and
20 WHEREAS, the Cameras allow firefighters to see through smoke
21 filled areas when normal vision is impaired; and
22 WHEREAS, the purchase of the Cameras would enhance the Fire
23 Department's operation, thereby enhancing the services provided to
29 citizens, residents and businesses within the Vernon community; and
25 WHEREAS, Diamondback is the exclusive Southern. California
26 distributor for the Cameras and the City's Fire Department has
27 determined that Diamondback can provide the necessary Cameras meeting
28 the specifications and requirements of the Department; and
FROM FAX NO. Jan. 28 20e4 11:21AM P4
01126 2004* 11.48 FAX 323 626 1433 LF.GAL.'DEVY 'VERNON ��05
1 WHEREAS, Diamondback has prepared a O-iotation B031125 -1 dated I,
2 on or about November 25, 2003, (the "Quotation"), a cony of which is
3 attached hereto as Exhibit "A" and incorporated herein by reference; 1
4 and
5 WHEREAS, the City desires to enter into an agreement with
6 Diamondback to provide for the purchase and delivery of the Cameras;
7 and
8 WHEREAS, Diamondback represents that it is qualified ,and
9 capable of providing the Cameras described in Exhibit ""A" that the City
10 requires and is willing to do so on the terms and conditions set. forth
11 below.
12 NOW, THEREFORE, THE PARTIES HERETO DO MUTURLLY AGREE AS SET
13 FORTH HEREIN:
14 1. Purchase.
15 Diamondback agrees to sell and deliver the Cameras set forth
16 and described in detail in the Quotation. It is understood and agreed
17 that in the event of a conflict between this Contract and the
18 Quotation, the terms of this Contract shall prevail.
19 2. Time of Performance.
20 The performance of Diamondback as identified herein shall
21 commence upon the signing of this Contract and shall be completed by
22 Diamondback pursuant to the terms of the Quotation, unless otherwise
23 terminated or extended. Delivery is expected to be completed no later
24 than four (4) weeks from the issuance of City's purchase order. If
25 delivery of the Cameras is not completed within this time period, the
26 City shay_ have the option of canceling this Contract in order to
21 proceed with the purchase of the equipment from another vendor, if one
28 can be located. The delivery date may also be extended, at the City's
- 2 -
FROM i — _ FAX NO. Jan. 28 2004 11:22AM PS
01i26i2004.11:49 FAX 323 876 1439 LEGAL DGP`P VFRNON R006
1 sole discretion, for an additional thirty (301 days, or such other time
2 as the Parties may agree.
3 3. Price.
4 Diamondback agrees to sell and deliver the Cameras described
5 in. the Quotation in the total amount of Thirty -One Thousand Three
6 Hundred Forty -Four Dollars and Seventy -Six Cents ($31,344.76),
7 including sales tax and shipping charges.
8 4. Payment Terms.
9 The City agrees to pay Diamondback one hundred percent (100%)
10 of the total purchase price, net thirty (30) days after delivery and
11 acceptance of the Cameras by City FOB destination and city's receipt of
12 an invoice from Diamondback.
13 5. Change and Extra Services.
14 The City reserves the right to make additions to or deletions
15 from the equipment purchased from Diamondback. All such changes shall
16 be incorporated in written change orders executed by t-he City and
17 Diamondback that shall specify the changes ordered and the adjustment
18 of prices, delivery schedules and warranties. Any equipment added to
19 this Contract, under this section, shall be executed under all
20 applicable conditions of this Contract. No claim for additional
21 compensation or extension of time shall be recognized unless contained
22 in a duly executed change order.
23 6. Cancellation/Default.
24 In the event that Diamondback commits a breach of a material
25 condition of this Contract, City small notify Diamondback in writing of
26 said breach and if Diamondback has not cured or begun reasonable
27 efforts to cure after fifteen (15) days of receipt of said notice, and
28 fails to diligently pursue corrective action, then City shall have the
- 3
FROM
01/2-6/2004 11:50 FAX 323 820 1439
FAX NO. : Jan. 28 2004 11:22AM P6
LEGAL bP-17 tTRNON Im0o%
2
3
4
S
6
7
8
9
10
11
12
13
14
15
16
17
iB
19
20I,
21
22
23
24
25
26
27
28
right to cancel this Contract for cause based on Diamondback's default.
Diamondback shall be responsible for any direct costs due to city's re -
procurement of the equivalent of the equipment cancelled from
Diamondback.
7. Confidential Information.
A. Access to Confidential Informatior.. City may provide I
Diamondback, and/or its subcontractors with, or allow Diamondback
and/or its subcontractor access to certain information not available toi
the public concerning, but not limited to City, or businesses located
in City. The information may include, but is not limited to, company
information, taxes, sales, value of assets, utility usage, 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,
Diamondback, and/or its subcontractors, 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. Diamondback, and/or its subcontractors, shall i
return any written Confidential Information, and all copies made of
i
such items, to City upon City's written request, but in any evert not
later than the date that Diamondback and/or its subcontractors has
performed all services to be performed pursuant to this Contract.
Diamondback hereby agrees that such Confidential Information and any
documents provided may be used by Diamondback, and/or its
subcontractors, only as authorized by City. Diamondback shall include
-- 4 -
FROM - FAX No.
01128;2004•*11.51 PAX 323 628 1419 LEGAL•DEPT NERNON
Jan. 28 2004 11:22AM P7
VJ OU 8
1�
21
3�
4
I
5
6
I
7I
I
8�
i
9!
1011
11
12
13
14i
15
16
17'
18
19
20
21
22
23
24
25
26
27
28
a contract PtO isior. in its contract with subcontractors =hat bind the
subcontractors to this non -disclosure requirement. Diamondback shall
take reasonable measures to avoid any disclosure of any such
Confidential Information to any unauthorized person.
C. Court Ordered Disclosure. Diamondback shall immediately
notify City of any court order or subpoena requiring disclosure of
Confidential Information, and shall cooperate with City's legal counsel
in responding to any such order or subpoena. Diamondback may only
disclose confidential Information required to be disclosed pursuant to
count order or subpoena after legal counsel has exhausted any Lawful
and timely appeal or challenge.
D. Remedies. In addition to any other remedies that it may
have at law or in equity, City shall be entitled to a temporary and
permanent injunction by a court of competent jurisdiction against_ any
breach or threatened breach of the Confidential Information provisions I
of this Contract. Diamondback acknowledges that in case of such breach'
or threatened breach of said provisions, City would have no adequate
remedy at law.
8. warranties.
Diamondback 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. Diamondback also warrants that the
equipment will be delivered new and shall be free from defects in
material and workmanship for a period of one (1) year from the date of
the City's acceptance of the Cameras. All manufacturers' warranties,
any warranties typically provided by Diamondback and any other
warranties made applicable by law shall apply to the City's purchase of
the Cameras.
- 5 -
FROM : FAX NO. Jan. 28 2004 A 1:.23AM Pe
O1;'28: 2004' 11: 55 'F;L1 323 828 1439 LFG'At DEP'I" V'ERINGN Ri013
5
6
7
8
91
10
111
12
13
14
15
16
17
16
29
20
21
22
23
24
25
26
27
28
L. Amendment.
All changes cr modifications to this Contract shall be in a
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.
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. N`-ALKENHORST, City Clerk
APPROVED AS TO FORM:
ERIC T. FRESCH, City Attorney
CITY OF VERNON
By:
LEONIS C. MALBURG, Mayor
- 10 -
DIAMONDBACK � P't 4
Im
EXHIBIT
FAX N0. Nov. 25 2003 06:OOAM P1
DIAMONDBACK
FIRE & RF"[/F
P O Box 891266
Temecula, CA 9209-1266
Tel: 90"03-8866 or 888-355-9111
. Fax: 909_303-88M
1 U2512003
Aft Captain Mike Busch
Vernon Fire Department
QUOTATION 8031125-1***
QrY PaRr DEseRrPno)v uNrr PRICE
NUMBER PRICE EXTENDED
3 CRV 1 CaimsVIPER Thermal Imaging $12 9595.00 �38,g85_00
System to include the following
components:
• CairnsVIPER
Microbolometer Thermal
Imager, with 180'
Rotating Display
• Lithium ton Batteries (2
Included)
• Dual Station Battery
Charger, with AC and
DC Power Cords
• SuperCOOL Thermal
Management d Blocks (2
Indude• Adjustable Vevlar
Neckstrap
• Spare, Saaificial Display
Lens
• CaimsCLEAN Lens
Wipes (pack of 12
towlettes
• User's Manual &
Warranty Card
• Padded, Pelican Carry
Case
• Removable. Anti- re
Di;Play Shroud
P.
r xLM P
FAX NO. Nov. 25 2003 08:00AM P2
• Instructional Video
• One year warranty
• On screen temperature
display
Discount
-10,200.00
Sub -Total
$28,785.00
State Sales Tax
2 3T4.76
Freight end Handy
185.00
Total$31tM
78
Payment Terms: Net 3o Days
VaII&Y. December 15. 2003
The above quotation includes system delivery.
In order for this price to apply, the pine order must be received in our office by
December 15.2003. After that date, this quotatlorr is no longer valid and the Viper must
requo
U
01�'Sa
oq,
SUPPORTING
DOCUMENTS
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 A�j� 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 DIAMONDBACK FIRE & RESCUE, INC.
(hereinafter referred to as
11 "Diamondback")
35080 Linda Rosea Road
12 Temecula, CA 92592
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 three (3) Cairns Viper Thermal Imaging Systems and
19 accessories (collectively referred to as the "Cameras"); and
20 WHEREAS, the Cameras allow firefighters to see through smoke
21 filled areas when normal vision is impaired; and
22 WHEREAS, the purchase of the Cameras would enhance the Fire
23 Department's operation, thereby enhancing the services provided to
24 citizens, residents and businesses within the Vernon community; and
25 WHEREAS, Diamondback is the exclusive Southern California
26 distributor for the Cameras and the City's Fire Department has
27 determined that Diamondback can provide the necessary Cameras meeting
28 the specifications and requirements of the Department; and
I WHEREAS, Diamondback has prepared a Quotation BO31125-1 dated
2 on or about November 25, 2003, (the "Quotation"), a copy of which is
3 attached hereto as Exhibit "A" and incorporated herein by reference;
4 and
5 WHEREAS, the City desires to enter into an agreement with
6 Diamondback to provide for the purchase and delivery of the Cameras;
7 and
8 WHEREAS, Diamondback represents that it is qualified and
9 capable of providing the Cameras described in Exhibit "A" that the City
10 requires and is willing to do so on the terms and conditions set forth
11 below.
12 NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
13 FORTH HEREIN:
14 1. Purchase.
15 Diamondback agrees to sell and deliver the Cameras set forth
16 and described in detail in the Quotation. It is understood and agreed
17 that in the event of a conflict between this Contract and the
18 Quotation, the terms of this Contract shall prevail.
19 2. Time of Performance.
20 The performance of Diamondback as identified herein shall
21 commence upon the signing of this Contract and shall be completed by
22 Diamondback pursuant to the terms of the Quotation, unless otherwise
23 terminated or extended. Delivery is expected to be completed no later
24 than four (4) weeks from the issuance of City's purchase order. If
25 delivery of the Cameras is not completed within this time period, the
26 City shall have the option of canceling this Contract in order to
27 proceed with the purchase of the equipment from another vendor, if one
28 can be located. The delivery date may also be extended, at the City's
- 2 -
1 sole discretion, for an additional thirty (30) days, or such other time
2 as the parties may agree.
3 3. Price.
4 Diamondback agrees to sell and deliver the Cameras described
5 in the Quotation in the total amount of Thirty -One Thousand Three
6 Hundred Forty -Four Dollars and Seventy -Six Cents ($31,344.76),
7 including sales tax and shipping charges.
8 4. Payment Terms.
9 The City agrees to pay Diamondback one hundred percent (100%)
10 of the total purchase price, net thirty (30) days after delivery and
11 acceptance of the Cameras by City FOB destination and City's receipt of
12 an invoice from Diamondback.
13 5. Change and Extra Services.
14 The City reserves the right to make additions to or deletions
15 from the equipment purchased from Diamondback. All such changes shall
16 be incorporated in written change orders executed by the City and
17 Diamondback that shall specify the changes ordered and the adjustment
18 of prices, delivery schedules and warranties. Any equipment added to
19 this Contract, under this section, shall be executed under all
201 applicable conditions of this Contract. No claim for additional
21 compensation or extension of time shall be recognized unless contained
22 in a duly executed change order.
23 6. Cancellation/Default.
24 In the event that Diamondback commits a breach of a material
25 condition of this Contract, City shall notify Diamondback in writing of
261 said breach and if Diamondback has not cured or begun reasonable
27 efforts to cure after fifteen (15) days of receipt of said notice, and
28 fails to diligently pursue corrective action, then City shall have the
- 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
right to cancel this Contract for cause based on Diamondback's default.
Diamondback shall be responsible for any direct costs due to City's re -
procurement of the equivalent of the equipment cancelled from
Diamondback.
7. Confidential Information.
A. Access to Confidential Information. City may provide
Diamondback, and/or its subcontractors with, or allow Diamondback
and/or its subcontractor access to certain information not available to
the public concerning, but not limited to City, or businesses located
in City. The information may include, but is not limited to, company
information, taxes, sales, value of assets, utility usage, or other
I 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,
Diamondback, and/or its subcontractors, 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. Diamondback, and/or its subcontractors, 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 Diamondback and/or its subcontractors has
performed all services to be performed pursuant to this Contract.
Diamondback hereby agrees that such Confidential Information and any
documents provided may be used by Diamondback, and/or its
subcontractors, only as authorized by City. Diamondback shall include
- 4 -
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
a contract provision in its contract with subcontractors that bind the
subcontractors to this non -disclosure requirement. Diamondback shall
take reasonable measures to avoid any disclosure of any such
Confidential Information to any unauthorized person.
C. Court Ordered Disclosure. Diamondback shall immediately
notify City of any court order or subpoena requiring disclosure of
Confidential Information, and shall cooperate with City's legal counsel
in responding to any such order or subpoena. Diamondback may only
disclose Confidential Information required to be disclosed pursuant to
court order or subpoena after legal counsel has exhausted any lawful
and timely appeal or challenge.
D.
Remedies.
In addition to
any other
remedies that
it may
have at law or
in equity,
City shall be
entitled to
a temporary
and
permanent injunction by a court of competent jurisdiction against any
breach or threatened breach of the Confidential Information provisions
of this Contract. Diamondback acknowledges that in case of such breach
or threatened breach of said provisions, City would have no adequate
remedy at law.
8. Warranties.
Diamondback 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. Diamondback also warrants that the
equipment will be delivered new and shall be free from defects in
material and workmanship for a period of one (1) year from the date of
the City's acceptance of the Cameras. All manufacturers' warranties,
any warranties typically provided by Diamondback and any other
warranties made applicable by law shall apply to the City's purchase of
the Cameras.
- 5 -
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
9. Compliance with Laws.
Diamondback 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.
10. Governina Law.
The validity, interpretation and 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: CITY OF VERNON
ATTN: BRUCE V. MALKENHORST
CITY ADMINISTRATOR
4305 SANTA FE AVENUE
VERNON, CA 90058-0805
Diamondback: DIAMONDBACK COMPRESSORS, INC.
ATTN: PRESIDENT
P. 0. BOX 891266
TEMECULA, CA 92589-1266
13. General Provisions.
A. Independent Contractor.
At all times during the term of this Contract, Diamondback
shall be an independent contractor and shall not be an employee of the
City. The City shall have the right to control Diamondback only insofar
- 6 -
I as the results of Diamondback services rendered pursuant to this
2 Contract; however, the City shall not have the right to control the
3 means by which Diamondback accomplishes services rendered pursuant to
4 the Contract except to the extent that such services involve the use of
5 City property or Confidential Information.
6 B. Diamondback Not Agent.
7 Except as provided for herein or as the City may otherwise
8 specify in writing, Diamondback shall have no authority, express or
9 implied, to act on behalf of the City in any capacity whatsoever as an
10 agent. Except as provided for herein, Diamondback shall have no
11 authority, express or implied, pursuant to this Contract to bind the
12 City to any obligation whatsoever.
13 C. Indemnification.
14 Diamondback shall indemnify, defend, protect and hold the
15 City and its officers, agents and employees, free and harmless from and
16 against any and all claims, demands, losses, damages, liabilities,
17 fines, charges, penalties, orders, judgments and all costs and expenses
18 incurred in connection therewith, including reasonable attorney's fees
19 and costs of defense arising out of or attributable to the negligent or
20 wrongful acts of Diamondback, or its subcontractors, employees or
21 agents in the performance of services under this Contract, except to
22 the extent arising from or caused by the sole negligence or willful
23 misconduct of the City, its officers, agents or employees.
24 D. Assignment and Subcontracting Prohibited.
25 No party to this Contract may assign or subcontract any right
26 or obligation pursuant to this Contract without the express written
27 consent of the other party. Any other attempted or purported
28 assignment of any right or obligation pursuant to this Contract shall
- 7 -
I be void and of no effect.
2 E. Entire Agreement.
3 This Contract constitutes the complete and final expression
4 of the agreement of the parties and is intended as a complete and
51 exclusive statement of the terms of their agreements and supersedes all
6 prior and contemporaneous offers, promises, representations,
7 negotiations, discussions, communications and agreements which may have
8 been made in connection with the subject matter hereof. All exhibits
9 are incorporated by reference. Diamondback represents that in entering
10 into this Contract, it has not relied on any previous representations
11 or understandings of any kind or nature.
12 F. Partial Invalidity.
131 Wherever possible, each provision hereof will be interpreted
14 in such manner as to be effective and valid under applicable law, but
15 in case any one or more of the provisions contained herein will, for
16 any reason, be held to be invalid, illegal or unenforceable in any
17 respect, such provision will be ineffective to the extent, but only to
18 the extent, of such invalidity, illegality or unenforceability without
19 invalidating the remainder of such invalid, illegal or unenforceable
20 provision or provisions or any other provision hereof, unless such a
21 construction would be unreasonable or contrary to the intent of the
22 parties as expressed in this Contract.
23 G. Risk of Loss.
24 Title and risk of loss or damage shall pass to City and
25 delivery shall be deemed to be complete upon delivery FOB destination.
26 H. Attorneys' Fees.
27 In the event that it becomes necessary for either party to
28 this Contract to enforce any of the provisions of this Contract, the
- 8 -
1 parties agree that a court of competent jurisdiction may determine and
2 fix reasonable attorney's fees to be paid to the successful litigant.
3 I. Benefit of A reement.
4 This Contract shall bind and benefit the parties hereto and
5 their heirs, successors, and permitted assigns.
6 J. force Majeure.
7 Neither party shall be considered to be in default in any of
8 its obligations under this Contract when a failure of performance shall
9 be due to an uncontrollable force. The terms "uncontrollable force"
10 shall mean any cause beyond the control of the party affected,
11 including, but not restricted to, flood, earthquake, storm, fire,
12 lightening, epidemic, war, riot, civil disturbance or disobedience,
13 labor dispute, labor material shortage, sabotage, federal, state, or
14 municipal action, statute, ordinance, or regulation, embargoes or the
15 United States Government or any other government, which by exercise of
16 due diligence such party could not reasonably have been expected to
17 avoid and by exercise to due diligence has been unable to overcome.
18 Either party rendered unable to fulfill any of its obligations under
19 this Contract by reason of an uncontrollable force, shall give written
20 notice within five (5) business days of such fact to the other party
21 and shall exercise due diligence to remove such inability with all
22 reasonable dispatch.
23 K. Waiver.
24 Any waiver at any time by either party of its rights with
25 respect to a default under this Contract, or with respect to any other
26 matters arising in connection with this Contract, shall not be deemed a
27 waiver with respect to subsequent default or other matter.
28
- 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
L. Amendment.
All changes or modifications to this Contract shall be in a
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.
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
CITY OF VERNON
BY
�EONIS C. MALB RG, Ma or
- 10 -
DIAMONDBACK FIRE & RESCUE, INC.
FAX NO. :
Na►. 25 2003 08: MW P3
ALI
o'oNne"ic
FARE 6c REMUE
P O Box 891266
Tern=lai, CA 92SM 1266
Tel: 909403-8866 or 888-3s&911 t
Fax: WO-303-BM
11125J2003
Attn. Captain Mke Busch
Vernon Fire Department
*** QUOTATION B031125-1 ***
QTY
PARr
NUAfWR
DESCRIPTION
UNIT
PRICE
PWCE
EXTENDED
3
CRV 1
Calm %nPER Thermal Imaging
$12,995.00
x38,9".00
System to ku*We the following
components:
• CairnsVIPER
AMcrobolometer Thermal
Imager, with 180"
Rotating flay
• L khium lon Baberies (2
Included)
- Dual Salon Battery
Charger, with AC and
DC Pawn cords
• S,uperCOOL Thermal
Management (2
induded)
• Adjtatable Kevlar
Neduttrep
• Spare. Sacrificial Display
Lens
• CaimsCLEAN Lens
Wipes (pack of 12
towlettes
• Users Mamud &
Warranty Card
Padded. Pelican Carry
Case
• Removable, Anti -Glare
Ma-1Shroud
FRCM FAX No.
Nov. ?S 2003 06:00A1'1 P2
• Instnxtional Video
• OM year warranty
• On screen temperature
disAft
Discount
-10,200.00
Sub -Total
528,785.00
State Sales Tax
2,374.76
Freight and Handft
185.00
Total
$31,3"76
Payment Terms: Net 30 Days
Vali . December 15. 2003
The above quotation includes system delivery.
In Order for ft price to apply. the purdrase order must be received in our offwe by
December 15.2003. After that date, this quotatlon is no longer valid and the Viper must
tum req
it