Resolution No. 83532
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RESOLUTION NO. 8353
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 FISHER SCIENTIFIC COMPANY L.L.C.
FOR PERSONAL PROTECTIVE EQUIPMENT FOR THE 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 the purchase of eleven (11) Scott Air -Pak Fifty, 2002, 4.5
with EBSS, AV3000 Facepiece, EZ2 regulator, heads up display with
cylinder, eleven (11) Pak Alert SE and eleven (11) Hansen hose
assemblies (collectively referred to as the "Scott Air-Paks"); and
WHEREAS, the Scott Air-Paks are self-contained breathing
apparatus for respiratory protection; and
WHEREAS, the purchase of the Scott Air-Paks 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 Fisher Scientific Company L.L.C. ("Fisher")
can provide the Scott Air-Paks 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
Scott Air-Paks from Fisher using grant funds; and
WHEREAS, the City Council of the City of Vernon has
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1 determined that, pursuant to the provisions of subsection (a) of
2 Section 2.27 of the Vernon City Code, it is in the public interest and
3 necessity to enter into a contract with Fisher for the purchase of the
4 Scott Air-Paks to enhance services provided to the Vernon community.
5 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
6 CITY OF VERNON AS FOLLOWS:
7 SECTION 1: The City Council of the City of Vernon hereby
8 finds and determines that the recitals contained hereinabove are true
9 and correct.
10 SECTION 2: The City Council of the City of Vernon hereby
11 approves the Equipment Purchase Contract with Fisher Scientific
12 Company L.L.C., a copy of which is attached hereto as Exhibit "A" and
13 made a part hereof.
14 SECTION 3: The City Council of the City of Vernon hereby
15 authorizes the Mayor and the City Clerk to execute said Contract for,
16 and on behalf of, the City of Vernon.
17 SECTION 4: The City Council of the City of Vernon hereby
18 directs the City Clerk, or his designee, to send one fully executed
19 Contract to:
20 Fisher Scientific Company L.L.C.
Attn. Michael Vernier
21 2000 Park Lane Drive
22 Pittsburg, PA 15275-1126
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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 26th day of May, 2004.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
EONIS C. M��Li3a r
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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.
8353, 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,
May 26, 2004,.and thereafter was duly signed by the Mayor of the City
of Vernon.
(SEAL)
BRUCE V. MALKENHORST, City Clerk
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EXHIBIT
0
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
original hereof for all purposes, as of this day of MAY
2004, in the City of Vernon, County of Los Angeles,
BY AND BETWEEN CITY OF VERNON (hereinafter
referred to as "City")
4305 Santa Fe Avenue
Vernon, CA 90058
AND FISHER SCIENTIFIC COMPANY
L.L.C.
(hereinafter referred to as
"Fisher")
2000 Park Lane Drive
Pittsburg, PA 15275-1126
WHEREAS, the City's Fire Department has obtained funds from
a FY 2003 State Homeland Security Grant Program (Part II), Grant No.
2003-35, for fire equipment; and
WHEREAS, the Fire Department desires to use the funds
received for eleven (11) Scott Air -Pak Fifty, 2002, 4.5 with EBBS,
AV3000 Facepiece, EZ2 regulator, heads up display with cylinder,
eleven (11) Pak Alert SE and eleven (11) Hansen hose assembly
(collectively referred to as the "Scott Air-Paks"); and
WHEREAS, the Scott Air-Paks are self-contained breathing
apparatus for respiratory protection; and
WHEREAS, the purchase of the Scott Air-Paks would enhance
the Fire Department's operation, thereby enhancing the services
provided to citizens, residents and businesses within the Vernon
community; and
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WHEREAS, the City's Fire Department obtained three informal
quotes and determined that Fisher can provide the necessary Scott Air-
Paks meeting the specifications and requirements of the Department;
and
WHEREAS, Fisher has prepared a Quotation dated on or about
October 14, 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
Fisher to provide for the purchase and delivery of the Scott Air-Paks;
and
WHEREAS, Fisher represents that it is qualified and capable
of providing the Scott Air-Paks 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:
Fisher agrees to sell and deliver the Scott Air-Paks 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 PPrfnrmanr-c
The performance of Fisher as identified herein shall
commence upon the signing of this Contract and shall be completed by
Fisher 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 Scott Air-Paks is not completed within this time
period, the City shall have the option of canceling this Contract in
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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.
3. Price.
Fisher agrees to sell and deliver the Scott Air-Paks
described in the Quotation in the total amount of Thirty Thousand One
Hundred Fifty -Nine Dollars and Seventy -Nine Cents ($30,159.79),
including sales tax and freight charges.
4. Payment Terms.
The City agrees to pay Fisher one hundred percent (100%) of
the total purchase price, net thirty (30) days after delivery and
acceptance of the Scott Air-Paks by City FOB destination and City's
receipt of an invoice from Fisher.
5. Change and Extra Services.
The City reserves the right to make additions to or
deletions from the equipment purchased from Fisher. All such changes
shall be incorporated in written change orders executed by the City
and Fisher that shall specify the changes ordered and the adjustment
of prices, delivery schedules and warranties. Any equipment added to
this Contract, under this section, shall be executed under all
applicable conditions of this Contract. No claim for additional
compensation or extension of time shall be recognized unless contained
in a duly executed change order.
6. Cancellation/Default.
In the event that Fisher commits a breach of a material
condition of this Contract, City shall notify Fisher in writing of
said breach and if Fisher has not cured or begun reasonable efforts to
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cure after fifteen (15) days of receipt of said notice, and fails to
diligently pursue corrective action, then City shall have the right to
cancel this Contract for cause based on Fisher's default. Fisher
shall be responsible for any direct costs due to City's re -procurement
of the equivalent of the equipment cancelled from Fisher.
7. Confidential Information.
A. Access to Confidential Information. City may provide
Fisher, and/or its subcontractors with, or allow Fisher 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
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, Fisher,
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.
Fisher, 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 Fisher and/or its subcontractors has performed all services to be
performed pursuant to this Contract. Fisher hereby agrees that such
Confidential Information and any documents provided may be used by
Fisher, and/or its subcontractors, only as authorized by City. Fisher
shall include a contract provision in its contract with subcontractors
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I that bind the subcontractors to this non -disclosure requirement.
2 Fisher shall take reasonable measures to avoid any disclosure of any
3 such Confidential Information to any unauthorized person.
4 C. Court Ordered Disclosure. Fisher shall immediately
5 notify City of any court order or subpoena requiring disclosure of
6 Confidential Information, and shall cooperate with City's legal
71 counsel in responding to any such order or subpoena. Fisher may only
8 disclose Confidential Information required to be disclosed pursuant to
9 court order or subpoena after legal counsel has exhausted any lawful
10 and timely appeal or challenge.
11 D. Remedies. In addition to any other remedies that it
12 1may have at law or in equity, City shall be entitled to a temporary
13 and permanent injunction by a court of competent jurisdiction against
14 any breach or threatened breach of the Confidential Information
15 provisions of this Contract. Fisher acknowledges that in case of such
16 breach or threatened breach of said provisions, City would have no
17adequate remedy at law.
18 8. Warranties.
Fisher warrants.title to the equipment purchased hereunder
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and any part thereof to be free of any claim of any security interest,
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21 lien or any encumbrance. Fisher also warrants that the equipment will
22 be delivered new and shall be free from defects in material and
23 workmanship. Specifically, Fisher warrants the following: the
24 pressure reducer (dual redundant pressure reducer) warranty is fifteen
25 (15) years; a bumper -to -bumper warranty (including heads up display)
26 is eight (8) years; and the electronics for the Pak Alert warranty is
one (1) year. All manufacturers' warranties, any warranties typically
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provided by Fisher and any other warranties made applicable by law
28 shall apply to the Cit 's PP Y y purchase of the Suits.
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1 9. Compliance with Laws.
2 Fisher shall strictly observe and comply with all applicable
3 federal, state, and local laws, ordinances and regulations governing
4 this sale, including but not limited to any permit or license
5 requirements of the United States Department of Commerce, as well as
6 any laws of the United States of America.
71 10. Governing Law.
8 The validity, interpretation and performance of this
9 Contract shall be controlled and construed under the laws of the State
10 of California.
11 11. Forum Selection.
12 Any action brought relating to this Contract shall be
13 brought and held exclusively in a State Court in the County of Los
14 Angeles, California.
15 12. Notices.
16 Notices to the parties, unless otherwise requested in
17 writing, shall be sent to:
18 City: CITY OF VERNON
ATTN: BRUCE V. MALKENHORST
19 CITY ADMINISTRATOR
4305 SANTA FE AVENUE
20 VERNON, CA 90058-0805
21 Fisher: FISHER SCIENTIFIC COMPANY L.L.C.
ATTN: MICHAEL VERNIER
22 2000 PARK LANE DRIVE
23 PITTSBURG, PA 15275-1126
24 13. General Provisions.
25 A. Independent Contractor. At all times during the term
26 of this Contract, Fisher shall be an independent contractor and shall
27 not be an employee of the City. The City shall have the right to
28 control Fisher only insofar as the results of Fisher's services
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I rendered pursuant to this Contract; however, the City shall not have
2 the right to control the means by which Fisher accomplishes services
3 rendered pursuant to the Contract except to the extent that such
4 services involve the use of City property or confidential information.
5 B. Fisher Not Agent. Except as the City may specify in
6 writing, Fisher shall have no authority, express or implied, to act on
71 behalf of the City in any capacity whatsoever as an agent. Fisher
8 shall have no authority, express or implied, pursuant to this Contract
9 to bind the City to any obligation whatsoever.
10 C. Indemnification. Fisher shall indemnify, defend,
11 protect and hold the -City and its officers, agents and employees, free
12 and harmless from and against any and all claims, demands, losses,
13 damages, liabilities, fines, charges, penalties, orders, judgments and
14 all costs and expenses incurred in connection therewith, including
15 reasonable attorney's fees and costs of defense arising out of or
16 attributable to the negligent or wrongful acts of Fisher or its
17 subcontractors, employees or agents in the performance of services
18 under this Contract, except to the extent arising from or caused by
19 the sole negligence or willful misconduct of the City, its officers,
20 agents, employees or subcontractors.
21 D. Assignment and Subcontracting Prohibited. No party to
22 this Contract may assign or subcontract any right or obligation
23 pursuant to this Contract without the express written consent of the
24 other party. Any other attempted or purported assignment of any right
25 or obligation pursuant to this Contract shall
26 be void and of no effect.
27 E. Entire Agreement. This Contract constitutes the
28 complete and final expression of the agreement of the parties and is
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I) intended as a complete and exclusive statement of the terms of their
agreements 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. Fisher
represents that in entering into this Contract, it has not relied on
any previous representations or understandings of any kind or nature.
F. 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 invalid,
illegal or unenforceable provision or provisions or any other
provision hereof, unless such a construction would be unreasonable or
contrary to the intent of the parties as expressed in this Contract.
G. Risk of Loss. Title and risk of loss or damage shall
pass to the City and delivery shall be deemed to be complete upon
delivery FOB destination.
H. Attorneys' Fees. In the event that it becomes
necessary for either party to this Contract to enforce any of the
provisions of this Contract, the parties agree that a court of
competent jurisdiction may determine and fix reasonable attorney's
fees to be paid to the successful litigant.
I. Benefit of Agreement. This Contract shall bind and
benefit the parties hereto and their heirs, successors, and permitted
assigns.
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J. Force Maieure. 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, labor dispute, labor material shortage,
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 ren8PrPH „nAhio
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.
K. Waiver. Any waiver at any time by either party of its
rights with respect to a default under this Contract, or with 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 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.
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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, A6tj4ef-City Attorney
CITY OF VERNON
By:
{ LFONIS C. MALBURG, M'yor
FISHER SCIENTIFIC COMPANY
L.L.C.
By:a��i,�6_�i
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EXHIBIT
1 F I S H E R S C I E N T I F I C
I U O Q T A T I O N I
x� I
I OCTOBER 31, 2003
PAGE: 1 I
I
I CITY OF VERNON FISHER SCIENTIFIC COMPANY LLC 1
1 WAREHOUSE 9999 VETERANS MEMORIAL DRIVE I
(. 4305 SANTA FE AVENUE HOUSTON TX 77038 I
I
I VERNON CA 90058 (800) 772-6733 I
I ATTN: MIRE LANGER I
I
1---------------------------------------Q -- ----------------------------------1
CUST REF NBR UOE 10 14 03 I
1-------------------------------------------------------------------------------
I ACCOUNT NBR: 612042-001 I REQUESTOR• MIRE LANGER
I QUOTE NBR: 3304-2211-38 I PHONE: 3235838811 EXTN: 540 1
I TERMS: NET 30 DAYS I FOB: DEST
I DUE DATE: I AUTHORIZED BY: TOM AOKI-------------------------------------------------------------------------------
1
I
PRICES ARE FIRM
I I
I PLEASE REFER TO T HE NRBRONIALL OCORRESPONDENCE
I
i THANK YOU FOR YOUR INTEREST IN FISHER SCIENTIFIC COMPANY LLC 1
I SAFETY REP: TOM AOKI 1
I-----------------------------------------------------------------------------
INBRI QTY (UNI CATALOG MR I DESCRIPTION I UNIT PRC I EXTD PRC
1------------------------------------------------------------------------------I
I I I I I I I
I I 1 1 1AIRPAK 50 W/ AV3000 FACEPIECE I I 1
i I i t I(MEDIUM) W/ EZ2 REGULATOR I I I
I I I I IW/ HEADS UP DISPLAY W/CYLINDERI I I
I 11 11IRL119 148 626 IAIR-PAR 50 2002 4.5 W/EBSS 12,019.16 122,210.76 I
I I I I I HAZARDOUS MATERIAL ( I I
I I I I I I i I
1 21 111RAIIS 999 2180 IPAK ALERT SE+FACTORY 1 401.54 1 4,416.94
I I I I I I I I
1 31 11IEAISCT2753701 (HOSE ASSEMBLY HANSEN 1 112.14 11,233.54 1
I I i t (MERCHANDISE TOTAL I 127,861.24 I
I I I I I I I I
I I _JEST. SALES TAX ( 1 2,298.55 I
I ( I I ITOTAL 1 130,159.79 1
I I I
I i I I I I I I
I I I I I 1 I I
I I I
i
I I I
I I i I I I I I
I i I
I I I I I I I I
----- ----------------- ------------------------------- ----------- ------------
J♦ t t i f 1 t
FAX
FISHER SCIENTIFIC COMPANY
Visit the Fisher Web Site at VWWV.FISHERSCI.COM
DATE: 10/31/03
TO: INDIVIDUAL -
FAX NUMBER:
COMPANY:
MIKE LANGE
323262-8755
CITY OF VERNON
FROM: FISHER SAFETY CUSTOMER SERVICE
PHONE: (800) 772-6733
FAX NUMBER: 800/772-7702
TOTAL PAGES (Including Cover Sheet) _ 3
(D Fisher Sclenfific
SUPPORTING
DOCUMENTS
r
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
original hereof for all p �,
purposes, as of this �,n� day of ��,
2004, in the City of Vernon, County of Los Angeles,
BY AND BETWEEN CITY OF VERNON (hereinafter
referred to as `City")
4305 Santa Fe Avenue
Vernon, CA 90058
AND FISHER SCIENTIFIC COMPANY
L.L.C.
(hereinafter referred to as
"Fisher")
2000 Park Lane Drive
Pittsburg, PA 15275-1126
WHEREAS, the City's Fire Department has obtained funds from
a FY 2003 State Homeland Security Grant Program (Part II), Grant No.
2003-35, for fire equipment; and
WHEREAS, the Fire Department desires to use the funds
received for eleven (11) Scott Air -Pak Fifty, 2002, 4.5 with EBSS,
AV3000 Facepiece, EZ2 regulator, heads up display with cylinder,
eleven (11) Pak Alert SE and eleven (11) Hansen hose assembly
(collectively referred to as the "Scott Air-Paks"); and
WHEREAS, the Scott Air-Paks are self-contained breathing
apparatus for respiratory protection; and
WHEREAS, the purchase of the Scott Air-Paks would enhance
the Fire Department's operation, thereby enhancing the services
provided to citizens, residents and businesses within the Vernon
community; and
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WHEREAS, the City's Fire Department obtained three informal
quotes and determined that Fisher can provide the necessary Scott Air-
Paks meeting the specifications and requirements of the Department;
I and
WHEREAS, Fisher has prepared a Quotation dated on or about
October 14, 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
Fisher to provide for the purchase and delivery of the Scott Air-Paks;
and
WHEREAS, Fisher represents that it is qualified and capable
of providing the Scott Air-Paks 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.
Fisher agrees to sell and deliver the Scott Air-Paks 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 Fisher as identified herein shall
commence upon the signing of this Contract and shall be completed by
Fisher 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 Scott Air-Paks is not completed within this time
period, the City shall have the option of canceling this Contract in
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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.
3. Price.
Fisher agrees to sell and deliver the Scott Air-Paks
described in the Quotation in the total amount of Thirty Thousand One
Hundred Fifty -Nine Dollars and Seventy -Nine Cents ($30,159.79),
including sales tax and freight charges.
4. Payment Terms.
The City agrees to pay Fisher one hundred percent (100%) of
the total purchase price, net thirty (30) days after delivery and
acceptance of the Scott Air-Paks by City FOB destination and City's
receipt of an invoice from Fisher.
5. Change and Extra Services.
The City reserves the right to make additions to or
deletions from the equipment purchased from Fisher. All such changes
shall be incorporated in written change orders executed by the City
and Fisher that shall specify the changes ordered and the adjustment
of prices, delivery schedules and warranties. Any equipment added to
this Contract, under this section, shall be executed under all
applicable conditions of this Contract. No claim for additional
compensation or extension of time shall be recognized unless contained
in a duly executed change order.
6. Cancellation/Default.
In the event that Fisher commits a breach of a material
condition of this Contract, City shall notify Fisher in writing of
said breach and if Fisher has not cured or begun reasonable efforts to
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I cure after fifteen (15) days of receipt of said notice, and fails to
2 diligently pursue corrective action, then City shall have the right to
3 cancel this Contract for cause based on Fisher's default. Fisher
4 shall be responsible for any direct costs due to City's re -procurement
5 of the equivalent of the equipment cancelled from Fisher.
6 7. Confidential Information.
7 A. Access to Confidential Information. City may provide
8 Fisher, and/or its subcontractors with, or allow Fisher and/or its
9 subcontractor access to certain information not available to the
10 public concerning, but not limited to City, or businesses located in
11 City. The information may include, but is not limited to, company
12 information, taxes, sales, value of assets, utility usage, or other
13 such information. All such information shall be known as
14 "Confidential Information" and may not be used to circumvent the
15 responsibility of either party to this Contract.
16 B. No Disclosure. Except as expressly permitted, Fisher,
17 and/or its subcontractors, shall not disclose, permit the disclosure
18 of, release, disseminate, or transfer, whether orally or by any other
19 means, any part of such Confidential Information to any other person
20 or entity, whether corporate, governmental, or individual, without the
21 express prior written consent of an authorized representative of City.
22 Fisher, and/or its subcontractors, shall return any written
23 Confidential Information, and all copies made of such items, to City
24 upon City's written request, but in any event not later than the date
25 that Fisher and/or its subcontractors has performed all services to be
26 performed pursuant to this Contract. Fisher hereby agrees that such
27 Confidential Information and any documents provided may be used by
28 Fisher, and/or its subcontractors, only as authorized by City. Fisher
shall include a contract provision in its contract with subcontractors
- 4 -
1 that bind the subcontractors to this non -disclosure requirement.
2 Fisher shall take reasonable measures to avoid any disclosure of any
3 such Confidential Information to any unauthorized person.
4 C. Court Ordered Disclosure. Fisher shall immediately
5 notify City of any court order or subpoena requiring disclosure of
6 Confidential Information, and shall cooperate with City's legal
7 counsel in responding to any such order or subpoena. Fisher may only
8 disclose Confidential Information required to be disclosed pursuant to
9 court order or subpoena after legal counsel has exhausted any lawful
10 and timely appeal or challenge.
11 D. Remedies. In addition to any other remedies that it
12 may have at law or in equity, City shall be entitled to a temporary
13 and permanent injunction by a court of competent jurisdiction against
14 any breach or threatened breach of the Confidential Information
15 provisions of this Contract. Fisher acknowledges that in case of such
16 breach or threatened breach of said.provisions, City would have no
17 adequate remedy at law.
18 8. Warranties.
19 Fisher warrants title to the equipment purchased hereunder
20 and any part thereof to be free of any claim of any security interest,
lien or any encumbrance. Fisher also warrants that the equipment will
21
be delivered new and shall be free from defects in -material and
22
workmanship. Specifically, Fisher warrants the following: the
23
pressure reducer (dual redundant pressure reducer) warranty is fifteen
24
(15) years; a bumper -to -bumper warranty (including heads up display)
25
is eight (8) years; and the electronics for the Pak Alert warranty is
26
one (1) year. All manufacturers' warranties, any warranties typically
27 provided by Fisher and any other warranties made applicable by law
28 shall apply to the Cit 's
PP Y y purchase of the Suits.
- 5 -
9. Compliance with Laws.
Fisher 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. Governing 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
Fisher: FISHER SCIENTIFIC COMPANY L.L.C.
ATTN: MICHAEL VERNIER
2000 PARK LANE DRIVE
PITTSBURG, PA 15275-1126
13. General Provisions.
A. Independent Contractor. At all times during the term
of this Contract, Fisher shall be an independent contractor and shall
not be an employee of the City. The City shall have the right to
control Fisher only insofar as the results of Fisher's services
- 6 -
I rendered pursuant to this Contract; however, the City shall not have
2 the right to control the means by which Fisher accomplishes services
3 rendered pursuant to the Contract except to the extent that such
4 services involve the use of City property or confidential information.
5 B. Fisher Not Agent. Except as the City may specify in
6 writing, Fisher shall have no authority, express or implied, to act on
7 behalf of the City in any capacity whatsoever as an agent. Fisher
8 shall have no authority, express or implied, pursuant to this Contract
9 to bind the City to any obligation whatsoever.
10 C. Indemnification. Fisher shall indemnify, defend,
11 protect and hold the City and its officers, agents and employees, free
12 and harmless from and against any and all claims, demands, losses,
13 damages, liabilities, fines, charges, penalties, orders, judgments and
14 all costs and expenses incurred in connection therewith, including
15 reasonable attorney's fees and costs of defense arising out of or
16 attributable to the negligent or wrongful acts of Fisher or its
17 subcontractors, employees or agents in the performance of services
18 under this Contract, except to the extent arising from or caused by
19 the sole negligence or willful misconduct of the City, its officers,
20 agents, employees or subcontractors.
21 D. Assignment and Subcontracting Prohibited. No party to
22 this Contract may assign or subcontract any right or obligation
23 pursuant to this Contract without the express written consent of the
24 other party. Any other attempted or purported assignment of any right
25 or obligation pursuant to this Contract shall
26 be void and of no effect.
27 E. Entire Agreement. This Contract constitutes the
28 complete and final expression of the agreement of the parties and is
- 7 -
I intended as a complete and exclusive statement of the terms of their
2 agreements and supersedes all prior and contemporaneous offers,
3 promises, representations, negotiations, discussions, communications
4 and agreements which may have been made in connection with the subject
5 matter hereof. All exhibits are incorporated by reference. Fisher
61 represents that in entering into this Contract, it has not relied on
7 any previous representations or understandings of any kind or nature.
8 F. Partial Invalidity. Wherever possible, each provision
9 hereof will be interpreted in such manner as to be effective and valid
10 under applicable law, but in case any one or more of the provisions
11 contained herein will, for any reason, be held to be invalid, illegal
12 or unenforceable in any respect, such provision will be ineffective to
13 the extent, but only to the extent, of such invalidity, illegality or
14 unenforceability without invalidating the remainder of such invalid,
15 illegal or unenforceable provision or provisions or any other
16 provision hereof, unless such a -construction would be unreasonable or
17 contrary to the intent of the parties as expressed in this Contract.
18 G. Risk of Loss. Title and risk of loss or damage shall
19 pass to the City and delivery shall be deemed to be complete upon
20 delivery FOB destination.
21 H. Attorneys' Fees. In the event that it becomes
22 necessary for either party to this Contract to enforce any of the
23 provisions of this Contract, the parties agree that a court of
24 competent jurisdiction may determine and fix reasonable attorney's
25 fees to be paid to the successful litigant.
26 I. Benefit of Ag'reement. This Contract shall bind and
27 benefit the parties hereto and their heirs, successors, and permitted
28 assigns.
- 8 -
I J. Force Maieure. Neither party shall be considered to be
2 in default in any of its obligations under this Contract when a
3 failure of performance shall be due to an uncontrollable force. The
41 terms "uncontrollable force" shall mean any cause beyond the control
5 of the party affected, including, but not restricted to, flood,
6 earthquake, storm, fire, lightening, epidemic, war, riot, civil
7 disturbance or disobedience, labor dispute, labor material shortage,
8 sabotage, federal, state, or municipal action, statute, ordinance, or
9 regulation, embargoes or the United States Government or any other
10 government, which by exercise of due diligence such party could not
11 reasonably have been expected to avoid and by exercise to due
12 diligence has been unable to overcome. Either party rendered unable
13 to fulfill any of its obligations under this Contract by reason of an
14 uncontrollable force, shall give written notice within five (5)
15 business days of such fact to the other party and shall exercise due
16 diligence to remove such inability with all reasonable dispatch.
17 K. Waiver. Any waiver at any time by either party of its
18 rights with respect to a default under this Contract, or with respect
19 to any other matters arising in connection with this Contract, shall
20 not be deemed a waiver with respect to subseq
uent quent default or other
21 matter.
22 L. Amendment. All changes or modifications to this
23 Contract shall be in a writing stating that it is an amendment to this
24 Contract and shall be signed by both parties or their duly authorized
25 agents. This Contract shall not be modified through course of
26 dealing, usage or trade.
27'
28
9 -
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.
CITY OF VERNON
LEONIS C. MA BURG, Rayor
ATT�S-.
BRUCE V. MALKENHORST, City Clerk
APPROVED AS F RM:
ERIC T. FRENCH, A City Attorney
FISHER SCIENTIFIC COMPANY
i, ,+
116
=If fir
4.
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i� FISHER SCIENTIFIC^ -- I
I QUOTATION 1
i I
OCTOBER 31, 2003 PAGE: 1 1
i CITY OF VERNON FISHER SCIENTIFIC COMPANY LLC I
I WAREHOUSE 9999 VETERANS MEMORIAL DRIVE 1
I 4305 SANTA FE AVENUE HOUSTON TX 77038 1
i
I VERNON CA 90058 (800) 772-6733 I
I ATTN: MIRE LANGER I
1-------------------------------------------------------------------------------1
I CUST REF NBR QUOE/10/14/03 i
1-------------------------------------------------------------------------------
I ACCOUNT NBR: 612042-001 1 REQUESTOR: MIRE LANGER
I QUOTE NBR: 3304-2211-38 1 PHONE: 3235838811 EXTN: 540 I
I TERMS: NET 30 DAYS 1 FOB: DEST I
I DUE DATE 1 AUTHORIZED BY: TOM AOKI
I----------------- --------------------------------------------------------------1
I 1
I *** PRICES ARE FIRM THRU 11/30/03 *** I
I PLEASE REFER TO THE QUOTE NBR ON ALL CORRESPONDENCE I
I THANK YOU FOR YOUR INTEREST IN FISHER SCIENTIFIC COMPANY LLC I
I SAFETY REP: TOM AOKI I
1-----------------------------------------------------------------------------
INBRI QTY IUNI CATALOG NBR I DESCRIPTION I UNIT PRC I EXTD PRC
1-------------------------------------------------------------------------------I
I I I 1
I i
I I I I IAIRPAK 50 W/ AV30GO FACEPIECE I I I
((MEDIUM) W/ EZ2 REGULATOR I I I
I I I I IW/ HEADS UP DISPLAY W/CYLINDER( ( I
I 11 11JEA119 148 626 IAIR-PAR 50 2002 4.5 W/EBSS 1 2,019.16 122,210.76 1
I I 1 1 I HAZARDOUS MATERIAL I I I
I I I I i I I I
1 21 111RAIlB 999 2180 1PAK ALERT SE+FACTORY ( 401.54 14,416.94 I
I I I I I I I I
1 31 111BAISCT2753701 (HOSE ASSEMBLY HANSEN 1 112.14 11,233.54 1
I I I I INERCHAND ISE TOTAL ( 127,861.24 1
I I I I I I I I
I I I I (EST. SALES TAX 1 1 2,298.55 I
I I I I (TOTAL I 130,159.79 1
I I I I I I 1 I
1 I I I I 1 I I
I I I I I I I I
I I I 1 I I I i
i I i I I I I I
I I 1 I i I I I
I I I I I I I I
I I I I I I I I
I I I I i I I i
1 I I I i I i i
---- ------ ----------------- ------------------------------------------------------
A
FA X
FISHER SCIENTIFIC COMPANY
Visit the Fisher Web Site at WVWV.FISHERSCI.COM
DATE: 10/31/03
TO: INDIVIDUAL:
FAX NUMBER:
COMPANY:
.XI.EE LANGER
323262-8755
CITY OF VMON
FROM: FISHER SAFETY CUSTOMER SERVICE
PHONE: (800) 772-6733
FAX NUMBER: _ 800/772-7702
TOTAL PAGES (Including Cover Sheet) _3
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