Resolution No. 85541
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RESOLUTION NO. 8554
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN EQUIPMENT PURCHASE AND PROFESSIONAL SERVICES
CONTRACT BY AND BETWEEN THE CITY OF VERNON AND
ZETRON, INC. FOR E911 SYSTEM FOR THE POLICE
DEPARTMENT
WHEREAS, the Vernon Fire Department has determined that it
needs to replace the 911 telephone system and radio dispatch system in
the Communications Center which requires the purchase of three new
Zetron E9-1-1 Systems with Computer Telephony Integration and Radio
Dispatch workstations (collectively the "Equipment"); and
WHEREAS, the State of California, through the Department of
General Services, provides funding of $110,000 to public safety
answering points for the purchase of E9-1-1 equipment and technical
support in five-year increments; and
WHEREAS, the City of Vernon participates in the COPS Program
and receives its share of any funds available for the purpose of
ensuring public safety and by Resolution No. 8452 adopted on June 2,
2004, the Police Department was authorized to proceed with the
purchase of equipment in support of the City's new E9-1-1 system to
improve the Department's ability to respond to emergency calls for
service by using COPS grant funds; and
WHEREAS, by letter dated September 1, 2004, Bruce V.
Malkenhorst, City Administrator/City'Clerk, recommended that a contract
with Zetron be approved and executed for purchase of the Equipment; 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
1 necessity to enter into a contract with Zetron for the purchase of the
2 Equipment.
3 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
4 CITY OF VERNON AS FOLLOWS:
5 SECTION 1: The City Council of the City of Vernon hereby
6 finds and determines that the recitals contained hereinabove are true
7 and correct.
8 - SECTION 2: The City Council of the City of Vernon hereby
9 approves the Equipment Purchase and Professional Services Contract
10 with Zetron, in substantially the same form as the copy which is
11 attached hereto as Exhibit A and incorporated by reference.
12 SECTION 3:The City Council of the City of Vernon hereby
13 authorizes the Mayor and the City Clerk to execute said Contract for,
14 and on behalf of, the City of Vernon.
15 SECTION 4: The City Council of the City of Vernon hereby
16 directs the City Clerk, or his designee, to send one fully executed
17 Contract to:
18 Zetron, Inc.
19 Attn. President
P.O. Box 97004
20 Redmond, WA 98073-9704
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1 SECTION 5: The City Clerk of the City of Vernon shall
2 certify to the passage of this resolution, and thereupon and
3 thereafter the same shall be in full force and effect.
4 APPROVED AND ADOPTED this 20th day of October, 2004.
5 ,
7 EONIS C. MAL URG, ayor
7 ATTEST: ._.._—
9 BRUCE V. MALKENHORST, City Clerk
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% f y 1 Y
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.
8554, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday, October 20,
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
EQUIPMENT PURCHASE AND PROFESSIONAL SERVICES CONTRACT
THIS 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 201s day of October, 2004, in the City of
Vernon, County of Los Angeles, State of California
BY AND BETWEEN THE CITY OF VERNON
(hereinafter referred to as "City")
4305 Santa Fe Avenue
Vernon, CA 90058
AND ZETRON, INC.
(hereinafter referred to as "Zetron")
12034 134 Court NE
Redmond, WA 98052
RECITALS
WHEREAS, the City's Police Department is requesting the replacement of the
911 telephone system and radio dispatch system in the Communications Center and requires the
purchase of three new Zetron E9-1-1 Systems with Computer Telephony Integration and Radio
Dispatch workstations (collectively the "Equipment"); and
WHEREAS, the State of California, through the Department of General Services,
provides funding for public safety answering points for the purchase of E9-1-1 equipment and
technical support in five-year increments; and
WHEREAS, Zetron has prepared a Quotation dated July 23, 2004 for the
equipment, services, installation, testing and training necessary for the Equipment, a copy of
which is attached hereto as Exhibit A and incorporated by this reference ("the Proposal"). The
Proposal includes Schedule A -Statement of Work; Schedule B-Payment Schedule; Schedule C-
Delivery Schedule; and Schedule D-Acceptance Tests, copies of which are attached to the
Proposal; and
WHEREAS, Zetron represents that it is qualified and capable of furnishing the
labor, materials and expertise necessary to furnish the equipment and perform the services that
the City requires, as set forth in this Contract and the Proposal and is willing to do so on the
terms and conditions set forth below; and
WHEREAS, the City desires to enter into an agreement with Zetron to provide for
the Services and Equipment, each as defined below, necessary for E9-1-1 system on the terms
and conditions set forth below.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. The Work.
1.1 Certain Definitions. The following terms shall have the following
meanings for purposes of this Contract:
1.1.1 Contract Documents. The term "Contract Documents" as used
herein shall mean and refer to and include this Contract and the Proposal, and all other exhibits
and attachments hereto and thereto, as well as amendments and modifications hereto and thereto
that are approved in writing by the parties, and authorized Change Orders (as defined below) that
are signed by the parties. All of these documents form the Contract, and all are as fully a part of
the Contract as if attached to this Contract or repeated herein. In the event of a conflict between
the Proposal and this Contract, the terms of this Contract shall prevail. This Contract includes
Exhibits A through B, each of which is attached hereto and incorporated herein by its reference
and is a part of this Contract.
1.1.2 Project. The Project is the replacement of the 911 telephone
system and radio dispatch system in the Communications Center.
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California.
1.1.3 Project Manager. The City's Project Manager shall be
. The City reserves the right, in the City's sole discretion, to replace Mr.
as the City's Project Manager upon notice to Zetron.
1.1.4 Site. The Site shall be , Vernon,
1.1.5 Substantial Completion. Substantial Completion shall mean the
date on which all Work is substantially completed in accordance with the Contract Documents
and all applicable statutes,. laws, regulations, and other legal authorities; all testing has been
completed and accepted by the City (including any additional testing that the City elects to
perform, at the City's cost); all documentation required under the Contract Documents has been
provided to and accepted by the City; and all authorizations, certificates, and permits required in
order for the City to use the Work have been obtained and complied with, such that the City can
utilize the Work for its intended use, subject only to completion of minor, punch list items that
do not affect the usability of the Project.
1.1.6 Zetron's Representative. Zetron's Representative shall be
_, unless replaced by Zetron by written notice to the City; provided,
however, that the City must approve, in its reasonable discretion, any replacement of Zetron's
Representative.
1.1.7 Work. The Work comprises the completed construction required
by the Contract Documents or reasonably inferable therefrom and includes all of the Services to
be performed and the Equipment to be obtained, installed, and tested by Zetron or any of its
employees, agents, contractors, or subcontractors under the terms of the Contract Documents.
1.1.8 Services. Zetron shall perform or cause to be performed all the
work required by the Contract Documents or reasonably inferable therefrom for the design and
construction of the Electrical Upgrade Connection (the "Services").
1.2 Equipment/Zetron Equipment. Zetron shall obtain and sell, deliver,
install, test, train or construct all of the materials, equipment, and supplies described in the
Contract Documents or reasonably inferable therefrom required to design and construct the
Project (collectively, the "Equipment"). Zetron shall obtain the use of all equipment necessary to
perform the Services and the cost of the Equipment is included in the Contract Sum, as defined
below.
1.3 Zetron's Obligations. Zetron has represented to the City that it is
qualified, willing, and able to perform the Services. Notwithstanding anything to the contrary
contained in this Contract, the City and Zetron agree and acknowledge that the City is entering
into this Contract in reliance on Zetron's special and unique abilities with respect to performing
the Services. Zetron accepts the relationship of trust and confidence established between it and
the City by this Contract. Zetron shall use its best efforts, skill, judgment and abilities to further
the interests of the City in accordance with the City's requirements and procedures. In that
connection, Zetron represents, covenants and agrees as follows:
1.3.1 Permits. Zetron will be solely responsible for obtaining all
required permits, authorizations, and consents required from all governmental or quasi -
governmental authorities in connection with the Work. The cost of obtaining the permits,
authorizations, and consents is included in the Contract Sum; provided, however, that, the City
shall be liable for the actual costs of any permits or fees imposed by any governmental or quasi -
governmental agency.
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1.3.2 Compliance with Law, Defects. All Services performed,
documents prepared, and Equipment provided by Zetron will conform to all applicable
governmental regulations, statutes, and ordinances, and will be accurate and free from defects. If
any of the Services or Equipment are not acceptable to the City, Zetron shall promptly reperform
such Services or repair or replace such Equipment without cost or expense to the City.
1.3.3 Skill and Experience. The Services shall be performed using the
degree of skill and judgment and shall be of the standard and quality which prevail among
recognized professionals who provide similar services for similar projects throughout the United
States. Zetron possesses a high level experience and expertise in the business administration,
construction, construction management, and superintendence of projects of the size, complexity
and nature of this Project, and it will perform the Services with the care, skill and diligence of
such a contractor.
1.3.4 No Release. Zetron's duties shall not be diminished by reason of
any approval by the City, nor shall Zetron be released from any liability by reason of such
approval by the City, it being understood that the City at all times is relying upon Zetron's skills
and knowledge.
1.3.5 Authorizations. Zetron is authorized to do business in California
and properly licensed and registered by all governmental authorities having jurisdiction over it.
All persons performing Services shall, at all times during which Services are being performed,
have all necessary technical expertise, permits, professional or business licenses, certificates,
training, and other qualifications required to perform such Services in a professional manner and
in accordance with all applicable laws. Each subcontractor shall be licensed as a contractor
under California law.
1.3.6 Due Diligence. Zetron (a) has fully inspected the Site and is
familiar with the local and special conditions under which the Work is to be performed, (b) has
thoroughly reviewed the Contract Documents, (c) has determined that the Contract Documents
are sufficiently detailed to determine the Contract Sum, (d) agrees that the Contract Sum is
adequate and reasonable compensation for all the Work and Zetron's assumption of all
foreseeable risks, hazards, and conditions in connection with the Work, and (e) has determined
that the Project can be completed in accordance with the Contract Documents.
1.3.7 Capability. Zetron and all subcontractors are financially solvent
and possessed of sufficient working capital to complete the Work and perform all obligations
hereunder. Zetron is able to furnish the tools, equipment, supplies, equipment and labor required
to complete the Work and perform its obligations hereunder.
The foregoing representations, covenants, and agreements shall survive any
termination of this Contract and final completion of the Electrical Interconnect Upgrade and are
in addition to, and not in lieu of, any and all other liability imposed upon Zetron by law with
respect to Zetron's duties, obligations and performance hereunder.
2. Time of Performance. Zetron shall commence and complete the Electrical
Interconnect Upgrade as follows:
2.1 Time Schedule. Zetron shall begin to obtain the Equipment and perform
the Services (including entering into any contracts as required to accomplish the Work) upon the
full execution of this Contract and the City's issuance of a Purchase Order (the "Commencement
Date"). Zetron shall diligently prosecute the work and achieve Substantial Completion no later
than (the "Substantial Completion Date"). The time between the
Commencement Date and the Substantial Completion Date shall be the "Contract Time". In
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addition to achieving the Substantial Completion Date, Zetron shall be obligated to accomplish
the milestones described in the Progress Schedule by the dates set forth in the Progress Schedule,
as defined in Paragraph 7.8 below.
2.2 Inability to Meet Time Schedule. Except if performance is excused, as set
forth in Paragraph 2.3 below, Zetron's failure to install the Equipment and complete the Services
within the Contract Time, or Zetron's failure to achieve the milestones by the dates set forth in
the Construction Progress Schedule, as defined in Paragraph 7.8 below, shall constitute a
material default of this Contract, and, among other remedies available to it, including those set
forth in this Paragraph 2, the City shall have the option of terminating this Contract.
2.3 Force Majeure. Neither party shall be considered to be in default in any of
its obligations under this Contract when a failure of performance shall be due to an
uncontrollable force. The term "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, federal, state, or municipal action, statute,
ordinance, or regulation, embargoes of 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 of due diligence has been unable to overcome. Either party rendered unable to
fulfill any of its obligations under this Agreement 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. The time required to achieve
Substantial Completion or a milestone shall be extended by Change Order by the number of days
of delay caused by the uncontrollable force, as the City may reasonably determine. An extension
of time for achievement of Substantial Completion by reason of an uncontrollable force shall not
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justify extra compensation for Zetron for administrative or other costs or expenses; provided,
however, that if the time for achieving Substantial Completion is materially extended by reason
of uncontrollable force through no fault of Zetron, Zetron shall be entitled to an increase in the
Contract Sum, but only in any amount equal to the increase in Zetron's direct cost resulting from
such delay.
2.4 Zetron's Delay. If the City determines that the performance of the Work
has not progressed or reached the level of completion required by the Contract Documents so as
to achieve the timely and orderly completion of the Work by the date for Substantial Completion,
the City shall have the right to order Zetron to take corrective measures deemed necessary or
desirable by the City to expedite the progress of construction (and Zetron hereby covenants to
perform such corrective measures), including (a) working additional shifts of overtime, (b)
supplying additional manpower, equipment and facilities, and (c) other similar measures
(collectively, the "Extraordinary Measures"). Such Extraordinary Measures shall continue until
the progress of the Work complies with the stage of completion required by the Contract
Documents. The City's right to require Extraordinary Measures is solely for the purpose of
ensuring Zetron's compliance with the milestones and the date of Substantial Completion.
2.4.1 Contract Sum. Zetron shall not be entitled to any adjustment in the
Contract Sum in connection with Extraordinary Measures required by the City under this
Paragraph 2.4.
2.4.2 Exercise of Right. The City may exercise its rights under this
Paragraph 2.4 as frequently as the City deems necessary or desirable to ensure that Zetron's
performance of the Work will comply with the completion date set forth in the Contract
Documents.
2.4.3 Further Rights. If the City determines, in its sole discretion, that
Zetron's corrective measures are not sufficient to expedite the progress of the construction of the
Work, the City shall be entitled, but not obligated, upon three (3) days prior written notice to
Zetron, to take such corrective measures itself, in which event the City may deduct its costs and
expenses with respect to such corrective measures from the amounts due to Zetron under the
Contract Documents.
3. Contract Sum.
3.1 Contract Sum. As full and complete compensation for all Services and
Equipment (including Zetron Equipment) provided by Zetron and its agents and subcontractors,
if any, the City shall pay to Zetron, subject to additions and deductions by Change Order as
provided in the this Contract, the amount of One Hundred Seventy Thousand Seven Hundred
Eighty -Five Dollars and No Cents ($170,785.00), which includes sales tax (the "Contract Sum").
The City is under no obligation to compensate Zetron for Equipment, Services, or fees incurred
under this Contract in excess of the Contract Sum, and no reference to time and materials charges
in the Proposal shall mean that there is any obligation by the City to pay any amount in excess of
the Contract Sum for any work described in, or reasonably inferable from, the Contract
Documents.
3.2 Costs in Excess of Contract Sum. If the actual cost of the Work exceeds
the Contract Sum, as adjusted for changes in the Work which have been approved in writing by
City, Zetron shall pay such excess from its own funds, and the City shall have no liability for the
payment of all or any part of the excess.
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4. Payment Terms.
4.1 Application for Payment. On or before the fifteenth day of each month
during the performance of the Work, Zetron shall submit to Project Manager, for approval by
Project Manager and the City, an itemized Application for Payment certified as true and correct
by Zetron's Representative, in form and substance acceptable to the City and Project Manager,
supported by such data substantiating Zetron's right to payment as the City may require. Such
Application shall cover all Work completed during the previous calendar month, and shall:
4.1.1 set forth in reasonable detail the costs and expenses incurred or
paid by Zetron during the immediately preceding calendar month to any subcontractor,
materialman, employee or laborer for services actually performed and for materials actually
incorporated in the Work (or suitably stored on the Site);
4.1.2 show the names of contractors, subcontractors and materialmen to
be paid and the amount to be paid to each;
4.1.3 set forth the total amount of expenditures to date and the total
estimated expenditures to be made for the remaining balance of the Work;
4.1.4 set forth the total amount of retainage to be held by the City
pursuant to Paragraph 4.3.1 of this Contract; and
4.1.5 be accompanied by copies of invoices, payrolls, equipment rental
schedules, affidavits, and such other evidence as City may require to support the Application for
Payment submitted by Zetron.
4.2 Certificate for Payment. Project Manager shall, within seven (7) days after
the receipt of Zetron's Application for Payment, either issue a Certificate for Payment to City,
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with a copy to Zetron, for such amount as Project Manager determines is properly due, or notify
Zetron in writing his reasons for withholding a Certificate as provided in Paragraph 4.3.2 below.
4.3 Progress Pa ents.
4.3.1 Payment by City. Not later than thirty (30) days following City's
receipt of the Certificate for Payment from Project Manager, the City shall pay to Zetron the
amount of ninety percent (90%) of the amount set forth in the Certificate of Payment properly
allocable to labor, materials and equipment incorporated in the Work or suitably stored at the
Site, for the period covered by the Application for Payment, less the aggregate of previous
payments made by the City and less any amounts withheld for a reason set forth in Paragraph
4.3.2 below.
4.3.2 Payment Holds. Project Manager may decline to certify payment
and may withhold his Certificate in whole or in -part, to the extent necessary to protect the City, if
in his opinion the Work has not progressed to the point indicated or the quality of the Work is not
in accordance with the Contract Documents. Project Manager may also decline to certify
payment because of
(a) defective Work not remedied;
(b) third party claims filed or reasonable evidence indicating
probable filing of such claims;
(c) failure of Zetron to make payments properly to
Subcontractors or for labor, materials or equipment;
(d) reasonable evidence that the Work cannot be completed for
the unpaid balance of the Contract Sum;
(e) damage to City or another contractor;
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(f) reasonable evidence that the Work will not be completed
within the Contract Time; or
(g) Zetron's default hereunder or other failure to carry out the
Work in accordance with the Contract Documents.
4.4 Terms re Payments.
4.4.1 Title to City. Zetron warrants that title to all Work, materials and
Equipment covered by an Application for Payment will pass to the City either by incorporation in
the construction or upon the receipt of payment by Zetron, whichever occurs first, free and clear
of all liens, claims, security interests or encumbrances, and that no seller of any material will
retain an interest therein or an encumbrance thereon.
4.4.2 Payments to Subcontractors. Zetron shall be solely responsible for
paying all sums due to Contra Costa Electric, Inc. and any other subcontractors used in the
performance of the Work. Except in the event that the City has failed to make payments to
Zetron under the terms set forth in this Contract, Zetron shall indemnify, defend, protect, and
hold harmless the City and its elected officials, officers, and employees from and against any
claims made by Contra Costa Electric, Inc. and any other subcontractors, employees, or agents of
Zetron alleging that such parties have not been paid for any Equipment provided or Services
performed in connection with the Work. Such indemnity shall including all costs and expenses
of defense, including, without limitation, reasonable attorneys' fees and costs, and court costs.
Applications for Payment may not include requests for payment of amounts Zetron does not
intend to pay to a subcontractor or material supplier because of a dispute or other reason.
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4.4.3 Payment is Not Acceptance. No Certificate for Payment, nor any
progress payment, nor any use of the Project by City, shall constitute an acceptance of any Work
not in accordance with the Contract Documents.
5. Substantial Completion/Final Payment
5.1 Substantial Completion. When Zetron considers that the Work is
substantially complete as defined in Paragraph 1.1.5, Zetron shall notify City and Project
Manager thereof. If Project Manager and City determine that the Work is substantially complete,
Project Manager will prepare a Certificate of Substantial Completion, which shall (a) establish
the date of Substantial Completion, (b) list all immaterial items that will not interfere with City's
utilization of the Work for its intended purpose (such final list approved by City being referred to
herein as the "Punch List"), (c) fix the time within which Zetron shall complete all items on the
Punch List, and (d) certify that the Work has been substantially completed in a good and
workmanlike manner, in substantial accordance with the Contract Documents and in compliance
with all applicable laws
5.2 Further Payment. Upon Substantial Completion of the Work and upon
application by Zetron and certification by Project Manager, as provided in Paragraph 4.2 above,
City shall make any payment required to ensure that Zetron has received 90% of the Contract
Sum, less such amounts as the Project Manager may determine for all incomplete Work and
unsettled claims.
5.3 Final Payment. Final payment, constituting the entire unpaid balance of
the Contract Sum, shall be paid by the City to the Zetron when (a) the Work, including all Punch
List items, has been completed to City's satisfaction; (b) Project Manager has issued and City has
approved the final Certificate of Payment; (c) all warranties and guarantees required under the
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Contract Documents have been assigned to and accepted the City; and (d) Zetron has submitted
to the City (1) data establishing payment satisfaction of all its obligations, such as receipts, (2) a
certificate evidencing that the insurance required by Paragraph 16.6 and Exhibit E to remain in
force after final payment is currently in effect and will not be cancelled or allowed to expire until
at least thirty days' prior written notice has been given to City, and a written statement that such
policies will be renewable, and (3) a full set of "as -built" sepias incorporating all the reproducible
records, drawings showing changes in the Work made during construction, based on marked -up
prints, drawings and other data known by Zetron, and (5) copies of electronic media, if any,
including computer tapes, reflecting the final design of the Electrical Interconnect Upgrade.
5.4 Accounting Records. Zetron shall keep full and detailed accounts and
exercise such controls as may be necessary for proper financial management under this Contract,
and shall maintain such books and records for a period of three (3) years after final payment, or
for such longer period as may be required by law.
6. The City's Rights and Obli ations
6.1 City's Obligations to Provide Utilities Storage and Security. The City
shall provide, at the City's cost, temporary water, power, and other utilities for the use of Zetron
and its subcontractors during the Contract Time. The City shall also be responsible for security
at the Site during the Contract Time, and shall provide storage facility for Equipment ordered
hereunder at no cost to Zetron.
6.2 City's Right to Stop the Work. If Zetron fails to correct defective Work as
required by this Contract, or if Zetron is otherwise in default under the Contract Documents, the
City, by written notice to Zetron, may order Zetron to stop the Work, or any portion thereof, until
Zetron has corrected such defective work or cured such default. The City's right to stop the Work
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shall not impose any duty on City to exercise such right for the benefit of Zetron or any other
person or entity.
6.3 013v s Right to Carry Out the Work. If Zetron defaults or neglects to carry
out the Work in accordance with the Contract Documents and fails within seven (7) days after
receipt of written notice from City to commence and continue correction of such default or
neglect with diligence and promptness, City may, without prejudice to any other remedy it may
have, make good such deficiencies and deduct from the payments then or thereafter due Zetron
the cost of correcting such deficiencies.
7. Zetron's Rights and Obligations.
7.1 Review of Contract Documents.
7.1.1 Consistency. Zetron shall compare the Contract Documents and
shall at once report to Project Manager any error, inconsistency or omission Zetron may discover.
Provided that Zetron timely reports any such error, inconsistency or omission, Zetron shall not
be liable to the City for any damage resulting from any such errors, inconsistencies or omissions
in the Contract Documents, except for such damage arising from Zetron's negligence or willful
misconduct. If Zetron performs any construction activity involving a recognized error,
inconsistency or omission in the Contract Documents without such notice to Project Manager,
Zetron shall assume appropriate responsibility for such performance and shall bear an appropriate
amount of the attributable costs for correction.
City that:
7.1.2 Representations. By executing the Contract, Zetron represents to
(a) The Contract Documents are sufficiently complete and
detailed for Zetron to (1) perform the Work required to
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produce the results intended by the Contract Documents,
and (2) comply with all of the requirements of the Contract
Documents.
(b) The Work required by the Contract Documents, including
all construction details, construction means, methods,
procedures, sequences and techniques necessary to perform
the Work, use of materials, selection of equipment and
requirements of product manufacturers, and safety
precautions and programs in connection with the Work, is
consistent with (1) good and sound practices within the
construction industry, (2) requirements of any warranties
applicable to the Work, (3) requirements of all laws,
regulations or policies of all governmental authorities
having jurisdiction over the Project, and (4) requirements of
any permit or authorization required for the Project.
7.2 Supervision and Construction Procedures.
7.2.1 Supervision. Zetron shall supervise and direct the Work, using its
best skill and attention. Zetron shall be solely responsible for all construction means, methods,
techniques, sequences and procedures and for coordinating all portions of the Work under the
Contract Documents. Zetron shall review any specified construction or installation procedure
(including those recommended by any product manufacturer). Zetron shall advise Project
Manager (a) if the specified procedure deviates from acceptable construction practice, (b) if
following such procedure will affect any warranties, and (c) of any objections which Zetron may
have to such procedure.
7.2.2 Responsibility for Conduct. Zetron shall be responsible to City for
the acts and omissions of itself, its agents, its employees, subcontractors and sub -subcontractors
and their respective agents and employees, and other persons performing any Work under a
contract with Zetron.
7.2.3 No Release. Zetron shall not be relieved from its obligations to
perform the Work in accordance with the Contract Documents either by the activities or duties of
Project Manager in his administration of the Contract, or by inspections, tests or approvals
required or performed by persons other than Zetron.
7.2.4 Coordination. Whenever the work of Zetron or a Subcontractor is
dependent upon the work of other Subcontractors, then Zetron shall require the Subcontractor to
coordinate his work with the others.
7.2.5 Delivery and Storage. All materials and Equipment shall be
delivered, handled, stored, installed, and protected in accordance with the best current practices
in the industry, in accordance with manufacturers' specifications and recommendations, and in
accordance with Contract Document requirements. The term "delivery" in reference to any item
specified or indicated, means the unloading and storing of such items with proper protection at
the Site. All risk of loss to stored materials and Equipment and Zetron Equipment shall be borne
by Zetron. Risk of loss or damage shall pass to the City upon completion of installation of all
Equipment, testing, and written acceptance by the City.
7.2.6 Confirmation of Dimensions. Before ordering materials and
equipment, or performing Work, Zetron shall verify indicated dimensions. If any discrepancy
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exists, Zetron shall take field measurements required for the proper fabrication and installation of
the Work. Upon commencement of any item of Work, Zetron shall be responsible for the
dimensions related to such item of Work.
7.3 Labor and Materials.
7.3.1 Zetron's Payment for Work. Unless otherwise provided in the
Contract Documents, Zetron shall provide and pay for all labor, materials, equipment, tools,
construction equipment and machinery, transportation, and other services necessary for the
proper execution and completion of the Work, whether temporary or permanent and whether or
not incorporated or to be incorporated in the Work. Zetron shall be responsible for all cutting,
fitting or patching that may be required to complete the Work or to make its several parts fit
together properly.
7.3.2 Provision of Workers and Material. Zetron shall furnish an
adequate supply of skilled workers and proper materials to perform the Work in the best and
most sound manner consistent with the interests of City.
7.3.3 Assignment of Warranties. Zetron shall assign to City at the time
of final completion of the Work, or upon any earlier termination of this Contract, any and all
manufacturers' warranties relating to materials and labor used in the Work and further agrees to
perform the Work in such manner so as to preserve any and all such warranties. Zetron shall
assemble and deliver to City complete copies of all warranties, guaranties, and operating and
maintenance data from all manufacturers whose equipment is installed in the Work.
7.4 Testing.
7.4.1 Equipment. Zetron shall inspect all Equipment as it is delivered,
and will reject any Equipment that is defective, with the cost of repair or replacement being the
responsibility of Zetron. Zetron will begin testing the various Equipment components as they are
received or installed, as appropriate, taking into account the nature of the Equipment. The City
reserves the right to test any and all Equipment, regardless of the results of Zetron's testing. In
the event that the test results obtained by either Zetron or the City reveals that any portion of the
Equipment does not meet the City's specifications or the City identifies any defects in or damage
to the Equipment, Zetron shall promptly repair or replace any defective Equipment; provided,
however, that if, in the City's reasonable discretion, the quantity or quality of the defects are
substantial, the City shall have the option of rejecting the entire shipment of Equipment from that
vendor or subcontractor, and obtaining another vendor to provide that Equipment. Zetron shall
be responsible for all direct and indirect costs that may be incurred by the City in connection with
the rejection and/or replacement of damaged or defective Equipment, including any damage
caused to the City's existing equipment and the Vernon Substation or the Malburg Project by the
installation or use of defective Equipment or Services provided by Zetron or its subcontractors.
7.4.2 Testing of the Project. The City shall test the Electrical
Interconnection Upgrade promptly after Substantial Completion has been achieved. The City's
acceptance of the Electrical Interconnect Upgrade shall be contingent upon the City's verification
of the test results for the Equipment and the Project following Substantial Completion. In the
event that the test results show that the Electrical Interconnect Upgrade does not meet the
Specifications or otherwise fails to conform to the terms of the Contract Documents, the City
shall have the option of rejecting the entire Project or rejecting only the damaged Equipment.
Zetron shall be responsible for all costs that may be incurred in connection with the rejection and
replacement of the Project or the Equipment.
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7.4.3 Costs of Testing. Zetron's testing obligations are included in the
Contract Sum; provided, however, that the City shall pay any testing fees or lab costs imposed by
an outside laboratory.
7.5 Warranties.
7.5.1 Zetron's Warranty. Zetron 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. Zetron warrants that all materials and Equipment will be new and free from
defects in materials and workmanship, comply with the Contract Documents, and be of good
quality and merchantability, and fit for their intended purposes; and that all Work will be of good
quality, free from faults and defects, in conformance with the Contract Documents, and
performed in a good and workmanlike manner. All Work not conforming to these _requirements,
including substitutions not properly approved and authorized, may be considered defective. If
required by City or Project Manager, Zetron shall furnish satisfactory evidence as to the kind and
quality of materials and equipment used on the Project. The term of this warranty is described in
Paragraph 9.1, and this warranty shall survive any termination of this Contract.
7.5.2 Manufacturers' Warranties. Zetron shall obtain for the benefit of
the City, and assign to the City, commercially reasonable manufacturers' warranties for parts and
labor, which shall commence upon Substantial Completion. Zetron shall assist the City in the
enforcement of all such warranties.
7.6 Taxes. Zetron shall pay all sales, consumer, use, and other similar taxes
for the Work or portions thereof provided by Zetron.
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7.7 Permits, Fees and Notices.
7.7.1 Permits. Zetron shall secure all permits, authorizations, consents,
and licenses necessary for the proper execution and completion of the Work, including, without
limitation, any such permits or authorizations required by the Environmental Protection Agency
(EPA) or the Air Quality Management District (AQMD); provided, however, that the City shall
be liable for the actual costs of any permits or fees imposed by any such governmental or quasi -
governmental agency.
7.7.2 Notices. Zetron shall give all notices and comply with all laws,
ordinances, rules, regulations and lawful orders of any public authority bearing on the
performance of the Work. If Zetron performs any Work knowing it to be contrary to such laws,
ordinances, rules and regulations, and without such notice to Project Manager and City, Zetron
shall assume full responsibility therefor and bear all costs attributable thereto.
7.8 Construction Progress Schedule.
7.8.1 Schedule. Within _ days after the execution of this Contract,
Zetron shall prepare and submit for City's and Project Manager's approval Zetron's schedule for
the work which shall be attached hereto and made a part hereof as Exhibit D (the "Progress
Schedule"). If the parties are not able to reach agreement on the terms of the Construction
Progress Schedule within the above -described time period, the City shall have the right to
terminate this Contract without cause, as described in Paragraph 12.2 below.
7.8.2 Meetinas. At City's request, from time to time, Zetron shall hold
regular progress meetings with City and Project Manager at the Site. At such meetings, Zetron
shall report to City and Project Manager on the progress of the Work and such other matters
relating to Zetron's performance under the Contract Documents as City may request.
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7.9 Shop Drawings and Samples. Zetron shall review, stamp with its
approval, and submit, with reasonable promptness and in orderly sequence so as to cause no
delay in the Work or in the work of any other contractor, all Shop Drawings and Samples
required by the Contract Documents or subsequently requested by Project Manager.
7.10 Use of Site. Zetron shall allow Project Manager and the City's authorized
representatives access to the Site at all times. Zetron shall confine operations at the Site to the
smallest area feasible, shall not unreasonably encumber the Site with any materials or equipment,
and shall use its best efforts to not interfere with City's use of other portions of the Site. Zetron
shall not commence any Work before coordinating all activities with City, and shall not disrupt
the operation of any Site utilities or services without the prior written consent in each instance of
City. Zetron at all times shall keep the Site free from accumulation of waste materials or rubbish
caused by its operations. At the end of each day and upon completion of the Work, Zetron shall
remove all its waste materials and rubbish from and about the Project and the Site, as well as all
its tools, construction equipment, machinery and surplus materials, and shall clean the Project
and the Site, leaving it in a neat condition. If Zetron fails to clean up upon completion of the
Work, City may do so and the cost thereof shall be charged to Zetron and deducted from the
Contract Sum.
7.11 Indemnification.
7.11.1 Zetron's Indemnitv. To the fullest extent permitted by law, Zetron
shall defend, indemnify and hold harmless City and its elected officials, officers, agents and
employees from all claims, suits, actions, demands, damages, liabilities, expenses, judgments,
settlements and penalties, losses, fines, and all costs and expenses incurred in connection
therewith, including reasonable attorneys' fees and all costs of defense, arising out of or
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attributable to the negligent or wrongful acts of Zetron or its subcontractors, employees or agents
in the performance of Work or delivery and installation of Equipment under this Contract, except
to the extent arising from or caused by the sole negligence or willful misconduct of the City, its
officers, agents or employees. The terms of this indemnity shall survive the termination of this
Contract. The obligations in this Paragraph are in addition to Zetron's duty to provide insurance
and shall not be limited by any limitation on the amount or type of insurance coverage carried by
Zetron.
7.11.2 IndenMi1y Process. The City shall notify Zetron in writing of any
suits, claims or demands covered by this indemnity. Promptly after receipt of such notice, Zetron
shall assume the defense of such claim with counsel reasonably satisfactory to City. If Zetron
fails, within a reasonable time after receipt of such notice, to assume the defense with counsel
reasonably satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect
conflict of interest exists between the parties with respect to the claim, or if in the sole judgment
of City the assumption and conduct of the defense by Zetron would materially and adversely
affect City in any manner or prejudice its ability to conduct a successful defense, then the City
shall have the right to undertake the defense, compromise and settlement of such claim for the
account and at the expense of Zetron. Notwithstanding the above, if the City in its sole discretion
so elects, City may also participate in the defense of such actions by employing counsel at its
expense, without waiving the City's obligations to indemnify or defend. Zetron shall not settle or
compromise any claim or consent to the entry of any judgment without the prior written consent
of the City and without an unconditional release of all liability by each claimant or plaintiff to the
City.
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7.12 Payment and Performance Bond. Prior to commencement of its Work,
Zetron shall provide the City with a copy of a payment and performance bond in an amount equal
to one a half times the Contract Sum that has been issued for the benefit of the City.
7.13 Personnel. Zetron shall minimize changes to its key project personnel.
The City shall have the right to request reasonable Project personnel changes and to review and
reasonably approve Project personnel changes proposed by Zetron.
8. Additional Services/Change Orders
8.1 Change Orders. The City reserves the right to request changes in the
Work, which changes are referred to as the "Additional Services". Additional Services may be
authorized only by a Change Order signed by the Project Manager and Zetron. If the City
requests Additional Services, Zetron shall prepare a proposal specifying a fixed fee adjustment to
the Contract Sum, and, if necessary, an adjustment to the Contract Time for the requested
modification. If Zetron believes Additional Services are appropriate, it shall request such
modification in writing, again specifying the fixed fee adjustment to the Contract Sum and
adjustment to the Contract Time before proceeding with the Additional Services. Zetron shall
immediately identify (by written notice to the City) any work requested by the City which Zetron
believes to be outside the scope of the Work, as defined in the Contract Documents, and such
notice shall include a proposal specifying the fixed fee adjustment to the Contract Sum and
Contract Time. Change Orders shall be effective on receipt of the executed fax copies with
originals to follow thereafter as soon as possible, with the City to keep originals on file. Each
Change Order shall set forth a commercially reasonable fixed fee. The fixed fee for each Change
Order shall reflect the most expeditious and economical means of achieving the task consistent
with the interests of the City. If a Change Order increases the Contract Sum, Zetron shall
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include the Work covered by such Change Orders in. Applications for Payment as if such Work
were originally part of the Contract Documents. The fee shall be negotiated in good faith and
agreed to by the parties prior to the commencement of the Additional Services; provided,
however, that if the parties are not able to reach agreement on the fee, Zetron shall provide the
Additional Services pursuant to the City's written request, and payment shall be governed by the
terms of Paragraph 8.2 of this Contract.
8.2 The City's Directive/Notice of Intent to File Claim. If the parties cannot
agree whether or to what extent the modification justifies adjustments to compensation or
schedule, Zetron shall nonetheless timely perform the Additional Services, on the written
direction of the Project Manager (the "City's Directive"), and Zetron shall submit a written
"Notice of Intent to File Claim." The written Notice of Intent to File Claim shall reasonably
detail the amount of and basis for adjustment to the Contract Sum and Contract Time and shall
be submitted to the City (if at all) prior to commencing performance of the Additional Services.
If the notice is timely given, Zetron shall keep and submit to the City on a daily basis a complete
breakdown of all costs incurred for the Additional Services, including a labor breakdown by
name of person, hours worked, and task performed, as well as a similar breakdown for all
equipment used and copies of all invoices and delivery tickets for materials used. Zetron's
failure to timely deliver a "Notice of Intent to File a Claim," or maintain and deliver an accurate
cost breakdown and supporting documentation, shall constitute conclusive and nonrebuttable
evidence that no adjustment to compensation or schedule is due for the Additional Services. If
the cost breakdown and supporting documentation is delivered by Zetron, the parties shall
endeavor, in good faith, to reach agreement on the increased cost of the Additional Services and
the time adjustment, if any, to the Contract Time. If the parties are not able to reach agreement,
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the City shall pay to Zetron the undisputed portion of the charges. The basis for establishing the
cost of Additional Services, if not otherwise agreed to by the parties, shall be the increased costs
(taking into account any offset based on the change) of the following costs that are directly
attributable to the change: costs of labor, costs of materials, supplies, and equipment, costs of
premiums for all increases in bonds and insurance, and additional costs of supervision and field
office personnel.
8.3 Validity of Claim for Changes. No claim for additional compensation or
extension of time shall be valid or recognized unless contained in a Change Order or City's
Directive signed by the Project Manager. Accordingly, no course of conduct or dealings between
the parties, nor express or implied acceptance of alterations or additions to the Work, and no
claim that City has been unjustly enriched by any alteration or addition to the Work, shall be the
basis of any claim to an increase in any amounts due under the Contract Documents or a change
in any time period for the Work in the Contract Documents.
8.4 Minor Changes in the Work. Subject to City's prior approval, Project
Manager will have authority to order minor changes in the Work not involving an adjustment in
the Contract Sum or an extension of the Contract Time and not inconsistent with the intent of the
Contract Documents. Such changes shall be effected by written order, and shall be binding on
City and Zetron. Zetron shall carry out such written orders promptly.
8.5 Concealed Conditions. Zetron represents that it has (i) examined all
available records and data regarding the Site and the Project, and has from such examination
informed itself concerning any conditions to be encountered and all other pertinent matters and
conditions in connection with the Work and Services to be performed hereunder, (ii) thoroughly
inspected the Site and determined that it is satisfactory for the Work, and (iii) read the Contract
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Documents and is fully cognizant of and is familiar with all of the terms and conditions thereof,
In the event any concealed conditions shall be encountered in the performance of the Work which
(a) are not apparent from a thorough visual inspection of the Site, (b) are materially at variance
with the conditions indicated by the aforesaid records and data and the Contract Documents, (c)
differ materially from those generally recognized as inherent in work of the character provided
for in this Contract, and (d) cause a material delay in the Work or a material increase of the cost
of the Work which cannot be avoided (collectively, "Concealed Conditions"), Zetron shall
deliver to City within five (5) days of discovery of the Concealed Conditions a written notice
describing in detail the Concealed Conditions and estimating the delay in or increase in cost of
the Work caused by such Concealed Conditions (the "Concealed Conditions Notice"). Zetron
shall provide such supporting documentation for the Concealed Conditions Notice as the City
may require. Any claims of Concealed Conditions not made as specified herein shall be deemed
waived. Within fourteen (14) days after receipt of the Concealed Conditions Notice, the City
shall either (x) authorize Zetron to proceed with the Work through Construction Change
Directive or Change Order, in which case the Contract Sum and/or Contract Time shall be
adjusted to reflect the increase in actual cost and/or delay caused by the Concealed Conditions, or
(y) terminate the Contract in accordance with Paragraph 12.2.
9. Correction of Work.
9.1 Obligation to Correct Work and Correction Period Zetron, at its cost,
shall promptly correct all Work rejected by Project Manager or the City as defective or as failing
to conform to the Contract Documents, if reported to Zetron before Substantial Completion, or
within the later of (a) 18 months after Substantial Completion, (b) such longer period of time as
may be prescribed by law, or (c) the terms of the applicable manufacturers' warranty (the
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"Correction Period"). The City shall give such notice promptly after discovery of the condition.
The Correction Period shall be extended with respect to portions of Work first performed after
Substantial Completion by the number of days between Substantial Completion and the actual
performance of the Work, and a new 18- month Correction Period shall commence for all
repaired or replaced items of Work on the date the repair or replacement was made. Zetron's
obligations hereunder shall include the obligation to repair any damage to other property caused
by the defective Work or the repair thereof. Zetron shall indemnify the City from and hold the
City harmless against any and all claims, liabilities, liens, damages, losses, costs, and expenses,
including reasonable attorneys' fees and all costs of defense, arising out of or relating (a) to any
such Work found to be defective or not in accordance with the Contract Documents, or (b) the
correction of any such Work. Zetron's obligations under this Paragraph 9.1 shall survive
acceptance of the Work and the termination or expiration of this Contract.
9.2 Compliance with Agency Requirements and Law. Zetron's obligation to
repair any defective Work shall include the obligation to make any repairs or replacements
required to bring the Project into compliance with applicable law and any requirements, permits,
or authorizations imposed by any governmental or quasi -governmental agency such as EPA or
AQMD.
9.3 City's Remedies. If Zetron fails to correct defective or nonconforming
Work as provided in this Paragraph 9, the City may correct it in accordance with Paragraph 6.3.
This remedy is in addition to all other remedies available to the City.
10. Protection of Persons and Property.
10.1 Safety of Persons and Property. Zetron shall take all reasonable
precautions and conform to all safety provisions and practices for the safety of, and shall provide
all reasonable protection to prevent damage, injury or loss to all employees on the Work and all
other persons who may be affected thereby.
10.2 Fire Precautions and Protection. Zetron shall take necessary precautions to
guard against and eliminate possible fire hazards and prevent damage to the Work, building
materials, equipment, temporary field offices, and public and private property.
10.3 Environmental Control.
10.3.1 Compliance with Law. All materials and work procedures used on
the Project shall comply with all environmental and air pollution control regulations in effect at
the Site. Zetron shall be responsible for obtaining all necessary approvals and certification as to
compliance of the materials and work procedures.
10.3.2 Use of Hazardous Materials. Zetron shall not use or cause to be
used any hazardous materials, as defined under any applicable federal, state or local law,
including asbestos, or asbestos -containing materials, where feasible alternatives exist. In the
event that Zetron must use hazardous materials on the worksite or incorporate such materials into
the Work, Zetron shall (a) provide the City with copies of all material safety data sheets, (b) use
the utmost care in the use, storage, transportation and disposal of such materials, (c) obtain all
necessary permits and approvals in connection therewith, and (d) at all times fully comply with
all applicable federal, state or local laws in connection with the use, storage, transportation and
disposal thereof.
11. Subcontractors.
11.1 Selection of Subcontractors. Those portions of the Work that Zetron does
not perform with the Zetron's own personnel shall be performed under subcontracts or by other
appropriate agreements with Zetron (the "Subcontract"). If the City has a reasonable objection to
29
any subcontractor, Zetron shall submit a substitute to whom the City has no reasonable objection,
and the City and Zetron will negotiate in good faith to increase or decrease the Contract Sum in
order to reflect any change to the cost of Work resulting from the substitution of a new
subcontractor. The City hereby approves Contra Costa Electric as a subcontractor.
11.2 Payment to Subcontractors. Zetron shall pay subcontractors based only on
Work actually completed, shall make all payments due under each Subcontract at the time those
payments become due, and shall hold the City harmless from any loss on account of Zetron's
failure to do so. Neither the City nor Project Manager shall have any obligation to pay or to see
to the payment of any sums so due to any subcontractor.
11.3 Subcontractor Relations. In each Subcontract, Zetron shall require each
subcontractor, to the extent of the Work to be performed by the subcontractor, to be bound to
Zetron by the terms of the Contract Documents, and to assume toward Zetron all the obligations
and responsibilities which Zetron, by the Contract Documents, assumes toward the City. Each
Subcontract shall (a) preserve and protect the rights of the City and Project Manager under the
Contract Documents with respect to the Work to be performed by the subcontractor so that the
subcontracting thereof will not prejudice such rights, (b) allow the City the benefit of Zetron's
rights, remedies and redress against the subcontractor, (c) be assignable to the City in the event
that the City takes over the Work or terminates the Contract as provided hereunder and the City
specifically accepts such assignment by notifying the subcontractor in writing, (d) entitle the City
to at least fifteen (15) days' written notice from the subcontractor of any default by Zetron under
the Subcontract and provide the City with the right to cure any such default within said fifteen
(15) day period (or, if default is not susceptible of being cured within fifteen days, to commence
curing the same and to continue to take action to do so with diligence until the same is cured),
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and (e) specifically provide that the City is an intended third party beneficiary of such
Subcontract. Zetron shall require each subcontractor to enter into similar agreements with its
sub -subcontractors. Zetron shall make available to each proposed subcontractor, prior to the
execution of the Subcontract, copies of the Contract Documents to which the Subcontractor will
be bound by this Paragraph 11.3, and identify to the subcontractor any terms and conditions of
the proposed Subcontract which may be at variance with the Contract Documents. Each
subcontractor shall similarly make copies of such Contract Documents available to its sub -
subcontractors.
12. Termination of the Contract.
12.1 Right of Termination. This Contract may be terminated by the City or
Zetron, with or without cause, upon at least fifteen days written notice to the other party.
12.2 Termination by City Without Cause In the event of termination by the
City without cause, Zetron shall be compensated for all Work performed prior to the date of
delivery of the termination notice, plus compensation for (i) necessary work performed during
the notice period and authorized in the termination notice, and (ii) all costs reasonably and
necessarily incurred by Zetron directly attributable to termination which could not reasonably
have been avoided and for which Zetron is not otherwise compensated that are incurred through
the date of the termination and in effectuating the termination (the "Termination Expenses").
Termination Expenses shall not include lost profits, lost opportunities, consequential damages, or
the like.
12.3 Termination by the City for Cause or by Zetron without Cause In the
event that Zetron commits a breach of a material condition of this Agreement, the City shall
notify Zetron in writing of said breach and if Zetron has not cured or begun reasonable efforts to
31
cure after fifteen (15) days of receipt of said notice, and fails to diligently pursue corrective
action, the City shall have the right to cancel this Contract for cause based on Zetron's default.
Zetron shall be responsible for all direct and indirect costs due to the City's re -procurement of the
equivalent of the Equipment or Services cancelled from Zetron. If this Contract is terminated by
the City with cause, or terminated by Zetron without cause, the City shall pay Zetron for all Work
performed prior to the date of delivery of the termination notice, subject to the right of the City to
withhold such unpaid amounts pending resolution of damages incurred by the City as a result of
Zetron's default.
12.4 Actions Subsequent to Termination Following the termination date,
regardless of whether the Agreement is terminated with or without cause, and subject only to the
payments described in Paragraphs 12.2 or 12.3, as applicable, the City shall have no further
rights, duties, liabilities or obligations whatsoever under this Agreement. Upon a termination of
this Contract, except for its obligations under Paragraph 12.5 below, Zetron shall have no further
rights, duties, liabilities or obligations whatsoever under this Agreement. Notwithstanding
anything in this Agreement, including the foregoing, to the contrary, Paragraphs 1.3, 7.3.3, 7.5,
7.11, 9, 12.5, 13.1, 14, 16.2, 16.3, and 16.4 shall survive the termination of this Agreement.
12.5 Delivery of Work Product. Within three (3) business days after any
termination of this Agreement, Zetron shall deliver to the City all Work Product (as defined in
Paragraph 13.1) pertaining to this Agreement or to the Project and any and all copies thereof,
whether in the possession of Zetron or a party engaged by Zetron; provided, however, that solely
for its internal auditing purposes, Zetron may, at its sole expense, make and retain copies of
Work Product materials, subject to the confidentiality provisions of Paragraph 14. Zetron shall
also furnish all such information, take all such other action and shall cooperate with the City as
32
the City shall reasonably require in order to effectuate an orderly and systematic termination of
Zetron's duties and activities hereunder.
13. Work Product.
13.1 Work Product ProppIly of City. All documents, plans, designs, drawings,
data, databases, studies, reports and other materials, in whatever form or medium, prepared by or
for Zetron, its officers, employees, agents and subcontractors in the course of performing the
Work under this Agreement (collectively, the "Work Product"), but excluding working notes and
internal documents, shall be the property of City, and City shall have the sole right to use such
materials in its discretion without further compensation to Zetron or to any other party. Work
Product materials shall be delivered to City by Zetron as they are generated.
13.2 Form of Work Product. Work Product produced by Zetron shall conform
to the best standards of that profession. Information shall be organized in a logical and
systematic manner. Drawings shall contain as much information on a single drawing as can be
done without impairing clarity and quality. All drawings shall be in Autocad 2000 or higher. All
design documents shall be in Microsoft Word format.
14. Confidential Information.
14.1 Access to Confidential Information. The City may provide Zetron and/or
its subcontractors with, or allow Zetron access to, certain information not available to the public
concerning the City or businesses located in the City. The information may include information
regarding companies located in the City, tax information, and information concerning various
company's sales, value of assets, or other confidential information about companies dealing with
the City. All such non-public information shall be known as "Confidential Information" and may
not be by Zetron for any purpose other than to perform its duties hereunder.
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14.2 No Disclosure. Except as expressly permitted by prior written consent of
the City, Zetron 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, without the express prior written consent of an
authorized representative of the City. Zetron and/or its subcontractors shall return any written
Confidential Information and all copies made of such items to the City upon the City's written
request, but in any event not later than the date that Zetron has performed all Work to be
performed pursuant to this Agreement. Zetron hereby agrees that such Confidential Information
and any documents provided may be used by Zetron and/or its subcontractors only as authorized
by the City. Zetron shall include a provision in its agreements with subcontractors that binds the
subcontractors to this non -disclosure requirement.
14.3 Court Ordered Disclosure. Zetron shall immediately notify the City of any
court order or subpoena requiring disclosure of Confidential Information, and shall cooperate
with the City's legal counsel in responding to any such order or subpoena. Zetron 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.
14.4 Exceptions to Confidential The foregoing obligations shall not apply to
any Confidential Information lawfully in Zetron's possession prior to its acquisition from the
City; received in good faith from a third party not subject to any confidential obligation to the
City; or that now is or later becomes publicly known through no breach of confidential obligation
by Zetron or its subcontractors.
14.5 Remedies. In addition to any other remedies that it may have at law or in
equity, the City shall be entitled to a temporary and permanent injunction by a court of competent
34
jurisdiction against any breach or threatened breach of any of the provisions of this Paragraph 14.
Zetron acknowledges that in case of such breach or threatened breach of said provisions, the City
would have no adequate remedy at law, and the City shall not be required to post a bond or other
security or to prove damages.
15. General Provisions.
15.1 The Contract Documents. The Contract Documents represent the entire
and integrated agreement between the parties hereto, and supersede and replace all prior and
contemporaneous negotiations, representations, discussions, or agreements between the parties
related to the matters set forth in the Contract Documents. Notwithstanding anything to the
contrary in the Contract Documents, any reference in the Proposal to "misc. clarifications and
attachments by Zetron and its other subcontractors" shall refer only to documents that are
specifically identified as exhibits to the Proposal or to this Contract, and are attached to the
Proposal or this Contract. Any reference in the Proposal to any clarifications, agreements,
drawings, or documents that are not attached to the Proposal or this Contract shall not be part of
the Contract Documents. The Contract may be amended or modified only by a written
amendment signed by the parties. Nothing contained in the Contract Documents shall create any
contractual relationship between the City or Project Manager and any other party, including any
contractor or subcontractor of Zetron.
15.2 Forum Selection. Any action brought relating to this Agreement shall be
brought and held exclusively in a Court in or serving the County of Los Angeles, California.
15.3 Attorneys' Fees. If either party institutes an action or legal proceeding
arising out of or related to the Contract Documents or the relationship of the parties or their
rights or duties in connection with the matters set forth in the Contract Documents, whether
35
sounding in tort, contract, or otherwise, the prevailing party in such action or proceeding shall be
entitled to recover from the other party all costs and expenses, including all costs and reasonable
attorneys' fees, in addition to any other remedy awarded by the court.
15.4 Notices. All notices required or permitted by this Contract shall be in
writing and may be delivered in person (by hand or by messenger or courier service) or may be
sent by certified or registered mail, return receipt requested, or by facsimile transmission during
normal business hours, if delivery is confirmed and provided a copy is also delivered via delivery
or mail, and shall be deemed effective upon delivery or refusal to accept delivery, if served in a
manner specified in this Paragraph 15.4 to the recipient as set forth below. If a notice is
delivered on a Saturday, Sunday, or holiday, it shall be deemed delivered on the next business
day. Notices to the parties shall be sent to the addresses set forth below, or such other address as
is provided by one party to the other in writing.
CITY: THE CITY OF VERNON
Attn: Bruce V. Malkenhorst
City Administrator
4305 Santa Fe Avenue
Vernon, CA 90058-0805
With a copy to:
Project Manager
4305 Santa Fe Avenue
Vernon, CA 90058-0805
ZETRON: ZETRON, INC.
P.o. Box 97004
Redmond, WA 98073-9704
Attn:
15.5 Status of Zetron. At all times during the term of this Contract, Zetron
shall be an independent contractor. Except as the City may specify in writing, Zetron shall have
no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an
agent. Zetron shall have no authority, expressed or implied, pursuant to this Agreement to bind
the City to any obligation whatsoever.
15.6 Insurance. Zetron agrees to provide insurance in the amounts and forms
specified in Exhibit E, which is attached hereto and made a part hereof by reference.
Comparable coverage shall be provided for each subcontractor used in the performance of this
Agreement. Zetron shall submit to the City documentation indicating compliance with these
minimum requirements no less than one (1) day prior to the beginning of performance under this
Agreement. Zetron shall not commence performance of its Work under this Agreement until the
above insurance has been obtained and proof of insurance has been filed with and approved by
the City.
15.7 Assignment Prohibited. No party to this Contract may assign any right or
obligation except with the express written consent of the other party; provided, however, that
Zetron may enter subcontracts to perform portions of the Work under the terms and conditions of
this Contract, and Zetron may by written request assign any right to receive monies earned
hereunder.
15.8 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 is held by a court of competent jurisdiction to be
invalid, illegal or unenforceable in any respect, such provision will be limited to the extent
required to make such provision valid and enforceable, and if necessary, severed from this
Contract. All other terms and conditions shall remain in full force and effect.
37
15.9 Time of the Essence. Time is of the essence in the performance of this
Contract and of each and every provision hereof. By executing this Contract, Zetron confirms
that the time set forth herein for completion of the Work, and of specific milestones identified
herein, is a reasonable period for performing the Work and accomplishing the milestones.
15.10 Waiver. No action or failure to act by the City, Project Manager, or Zetron
shall constitute a waiver of any right or duty afforded any of them under the Contract Documents,
nor shall any such action or failure to act constitute an approval of any breach thereunder, except
as may be specifically agreed in writing.
15.11 Rights and Remedies. The City's rights and remedies under the Contract
Documents are cumulative with and in addition to all other legal and equitable rights and
remedies which the City may have under applicable law.
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
LOW
38
CITY OF VERNON
Leonis C. Malburg, Mayor
ZETRON, INC.
By:
Typed Name:
Title:
By:
Typed Name:
Title:
39
08/11/2004 10:04 FAX 323 581 7924 CITY OF VERNON J I.EHR Q010 s
Phone: (425) 821-063
2 ET'R O N Fax: (425) 8204031
Email- flapaint9ftefton.com,
Data: July 23, 2004rganization: VernonVeon Police Department
Attention: Cpt. Steven Towles
Phone: (323) 587-5171 x 116
a'
e TOTAL
!S6WG,775
Part Description
1. Series 3200 E9-14 Telephone E t ent -- 3 Positions
Integrator 9.1-1 CTI workstation consoles and options;
Model 3299 Telephone jacks; trunk & Una cards; ALI
controller, redundant power supplies and alarm system,
IntegratoriRR (Instant Recall Recorder). IntegratorMIS, COR
printer and Pro-crarrigligo software.
1
$68,775
Series 3200 Equipment Total
$66,775
Z Series 4000 Into
for Radio Dispatch Equipment -3 Positions
IntegratorRD CTI consoles and options: paging;
telophonefradio headset interface; tonellocal radio channel
cards; MEN control card and interface; auxiliary control
card; patching; dual redundant power suppries; dual -
redundant system traffic cards; phone coupler and intercom
Interface
1
$80,011
$80.011
3. Engineering
$80,011
Software & hardware modificadons needed to meet
0
$0
$0
specific requirements
Total Engineering
So
4. Installation & Removal of Existing u1 ment
Installation for 3 positions of Integralor911, IntagratorRD,
and IntogratodRR- Install price includes necessary
equipment racks which will be supplied by Hi Desert
Communications.
1
$7,500
S71500
Total Installation
S7,500
5. Warranty and Maintenance Services
1 st year of maintenance for S3200 & S4000 included
1
$0
s0
Years 2-5 maintenance for the Series 3200
1
S6,677
$6.677
Years 25 maintenance for the Series 4000 0 tionai
1
$8,001
$8,001
Total Maintenance
$14,679
5. Training
Operator train' at Vernon PD
AdministratorTramin atVeman PD
7
1
S333
ti87
$333
S667
r
Total Training
$1,000
G. Tax
CA state tax at 8.2596
1
$12.110
$12.110
Total Tax
$12,110
system subtotal
$162,0T4
Strategic Customer Discount
411.209
stem
Total S Price
5170,78E
"Cradle and Install Kit for iDEN Portable 750, will bo provided by Hi Desert
vO/11/ZUU4 10:04 FAA 323 581 7924 CITY OF VERNON -. J LEHR
QI 011
`phone: (426) 820-6363
ZETRON, INC.
PO BOX 79004
Redmond, WA 98073-9704
N series 3200 E-9-1-1 Telephone System Quotation
�C
Agency._ Vernon Police Department
Quote #: TU-040704Phone•-E
Address: 4305 Santa Fe Ave-
Date: 7r22/2004
Vernon, CA 90058
Terms: TBD
Contact Captain Steven Towles
Ship Quote T60
Phone: (323) 567-5171 exi116
Ship Via: UPS Ground
Fac (323) 583.5236
Cust Ref: PSAP Data BWQ
amour stowles cLveman.Ca.us
Salesperson:
Bob Tau -Hi -Desert Gom (760) 243 2332.111
Tanya LaPoint- ZeMon 425 820.6363
CONTRACT DGS-0026
heOr. Descridtion ;;: "� ., ' "
y
Fmc (425) 920-7031
911 MAP TELEPHONE EQUIPMENT - Series 3200
CT1911 CONSOLES
4 3299 CTI Telephone
WA
901-9606
S
205.00 3
S
8,985.00
$
836.W
S
19.47
1054 18' Anti -Glare Black LCD Monitor
950-0429
S
1.264A01
3 1
$
3,792.00
S
292.41
$
15.77
OUTSOURCED HARDWARE
1076 2 Port KVM Switch, PS/2
2
802-0371
S
136.00
r-3-7
S
390.00
$
109.57
S
3.56
1077 KVM Cable Set
WA
602-0372
$
40.00
F 3 1
S
120.00
S
88.06
S
0.99
Genovation Progmmmable•Keypad, Model 6a2
682
$
460.001
3
S
1,380.00
$
-
$
-
MO Appian Dual Monitor Video Carp
N/A
AGPAI6G
S
766.16
3
S
2,298.48
S
131.08
S
8.43
CTL CONSOLE OPTIONS
1002 In"r3t0r 9-1-1 SE IWS Software Kit
NIA
9054167
$
100.00
3
S
300.00
S
265.69
S
14.09
1003 Integrator 9-1 -1 SE Full Product License
N/A
950-0271
S
3,90, )
3
$
11,700.00
S
-
$
-
1009 Integrator IRR Full Product License
WA
930-0048
$
665.00
3
S
1,995.00
$
-
S
-
31 Integrator IRR Softere
N/A
905-0160
S
330.00
3
$
990.00
S
339.46
S
4.89
STATION CARD SHELVES ✓S STATION CARDS
32 Primary Station Card Shelf
N/A
901-9534
$
2,1595.00
1
S
2.695.00
$
110.24
S
3.09
36 Pri nary Station Cana
1 S 40
950.9948
S
1,1565.00
3
S
4,995.00
$
40-84
$
5.85
43 Station Card Slot Cover
NIA
95"101
$
25.00
7
S
175.00
$
45.09
S
0.19
AU CONTROLLER 3 OPTIONS
45 ALI Controller Card
NIA
905-0088
$
5,600.00 ^
$
51600.00
$
174.77
$
7.25
LINE CARD SHELVES & LLNE CARDS
55 Line Card Shelf
NIA
950-0079
S
1,9W-00
3
S
5,850-00
S
206.38
$
7.27
58 AC Intaeupter Card
WA
950-9831
S
395.00
3
S
1,185.00
$
moo
$
1.47
58 911 Trunk Card
1
950-9877
S
915.00
4
S
3,660.00
$
80.22
S
. 4.40
59 Callar 10. Line Card
1
950-0100
$
450.00
11
S
4,950.00
$
110.30
$
6.07
60 Bask Line Card
1
950-9833
S
175.00
5
$
875.00
$
50.14
S
1.23
62 Manual Ringdown Une Card
1
950-W04
$
445.00
3
$
1,435.00
$
98.81
S
' 1.80
63 Automatic Ringdown Line Cana
1
950.0003
$
420-00
4
S
1,680.00
$
131.75
$
2-26
67 Line Card Slot Cover
WA
9W-9932
S
15.00
3
$
•45.00
S
19.33
S
0.05
POWER SUPPLIES
66 AC SVLamp/Rfng Supply
NIA
950-9961
S
485.00
2
S
970-00
$ .
87.39
S
1.60
69 AC Talk Supply (48 Vdc)
WA
950-0110
S
53g.00
2 1
S
1,060.00
$
87.39
. S
1.7o
CALL DETAIL LOGGING & MIS
TO Integrator MIS Software
N/A
905.0153
$
50.00
1
$
50-00
$
43.69
S
5.25
71 Integrator 911 Server Software 10
NIA
905-0148
$
100.00
1
$
100.00
$
241.99
$
'12.16
1007 Integrator MIS Full Product License
NIA
SW-0047
S
1.460.00
1
$
1,450-00
S
-
S
-
1017 Integrator 911 Server Full Product License
N/A
930-OW
$
1,400.00
1
S
1,400-00
S
-
$
-
1019 Integrator 9.1.1 Database License
NIA
930-0036
$
2.000.00
1
$
2,000.00
$
-
$
-
75 CDR Printer
WA
950-0112
$
670.00
1
S
570.00
S
92.43
S
2.84
SYSMM ALARM NOTIFICATION
78 System Alarm Monitor (local notificatlon)
NIA
950-9994
$
550.00ffli
5W.00
$
43.69
S
0.67
78 Model 1570 SentrMata (remora notification)
NIA
9014632
S
1.995.00$
1,995.00
$
131.08
S
3.00
79 6 minutes of voice message storage
WA
950,9937
S
300.00S
300-00
$
16.47
$
0.39
82 Wag transronner for SentriData
MIA
950-0206
S
25.00$
25.00
$
10.03
S
0.08
CABLING AND INSTALLATION
65 CO/PBX Catte
WA
709-0004
$
35.00
S
105-00
S
30.08
S
0.27
86 CO/PBX Punch Block
WA
950-9351
$
55.00
3
$
165.00
$
88m
$
0.34
L" ���`l"WeY=nk.k'.: ;'."•,:�: EquiPmenbfnstall Pricat 4;3T5:OOr�
F " "' T^P ;�"�,-„w,��.;•�y„"i.? ;:" �;��.i:wtota4tnstall'.Pnca�•�" 78.00.:
Pepe t
U8/11/2004 10:05 FAX 323 581 7924 CITY OF VERNON J LEHR
Phone: (425) 820-630
ZETRON, INC.
PO BOX 79004
Redmond, WA 95073-9704
Q012
F= (425) 620-7031
OEM
p
40,
911 PSAP TELEPHONE EQUIPMENT - Series 3200
108 Operator level haining perperson Nol S 333.33 &1$ 333.33
1
109 Admimisntor lawd vaining per person Nol 5 666.67 1 $ 666.67-
ls-ift -rotar
IGRAND TOTAL -(F-6UlPfAEffr-
Pape 2
08/11/2004 10:05 FAX 323 581 7924 CITY OF VERNON J LEHR (j013
:Pho(425) 820.6363 ZETRON, INC: Fa>e (425) 920-7031
ne:
PO Sox 97004
Redmorxl. WA 90073
Agency.:
Vemon Police Department
Quota 1t: TLL52004RA010-E
Address:
4306 Santa Fe Ave. .
Date: 7I23/2004
Vernon, CA90056
Termsz TSD
Contact
Captain Steven Towles.
Strip Quo4 TBD
Phone:
(323) 5876171 sxt.116
Ship VIA: UPS Ground
fax:
(323) 68"M
Cust Ref. PSAP Data Bess
smell:
suw4wimeLvemen.caars
Salesperson.
Bob Tau-Hi-Desed Com (760) 243-2332.111
Tame LaPoint- Zetron (425) 82041M
CONTRACT DGS-0026
'It6tst -• ;QeQrxiptlon ... .
RADIO DISPATCH EQUIPMENT - Series 4000
VIDEO OPERATOR POSITION AND COMPONENTS
304 tntegrah RO DispatchWorkStatlon
901-9669
S
13,405.00
$
40.485.00
S
1.031.00
5
101.00
Monitor, LCO, 10.1•. Anfr-Glare. Blaek
950-0429
8
12544.00
3 1
S
3.792.00
$
-
S
-
OPERATOR POSITION PAGING OPTIONS
316 Extended Paging Package (M4217NT)
R01
S
50
4.00
�--�
� S
1.350-00
S
69.o0
S
5.06
OPERATOR ACCESSORIES
230 TelephorWftdio Headset kderraCe (TRHI)
ego-0439
$
395.00
1 a IS
2,370.00
$
737-37
S
2-00
231 Dual TRHI Connector
709-7350
S
90.00
3
$
150.00
S
69.00
$
0.56
227 Foo"Inh
950-9102
S
06.00
3 11
$
195.00
$
72.42
5
0.73
COMMON CONTROL EQUIPMENT ,
M4020 Redundant System Bundle
005-0159
$
0,995.00
S
$
-
M4046 Redundant System Bundle
90"'Ifid
$
12.995.00
1
S
12,995.00
S
S
-
CONTROL AND ADAPTER CARDS (Channel, Aux i/O, CIC, Patch. at[.)
332 Dual Channel Tone/Loonl TIR Control Card
950-9820
S
1,595.00
[r B
$
91510.00
$
89026
S
8.00
332 Duet Channel TonelLoear T/R Control Card
950-OM
S
1.596.00
3
S
4,785.00
S
600.26
$
6.00
-in the sent that the City purchases the Model 4020 In stead of the
Model 4048, please note that those 3 Dual Cl+annal Channel
Cards must
be removed from the System Configuration In order to comply with the
Va020 maximum system capacity.
342 Dual ClU nel T/R Control Card QDEN)
950-9562
S
1,000.00
1
5
1.600.00
S
122.09
S
5.88
IDEN 750 Interface Module
960-0610
S
300.00
2
$
600.00
S
31 A3
5
225
3" Auzatary Input/Oatput Interface Card
950.0293
S
670.00
3
$
2,610.00
3
64.42
S
3.22
340 Console Interface Card
950-8695
S
1.995-00
3
S
9.985.00
S
32.00
S
5.00
347 Patch Card
950.96"
S
1,496.00
1
$
1AM-00
S
10.57
S
5.61
349 M402010 Patch Option
OSM203
S
-
1
$
$
7.86
S
0.00
TELEPHONE AND INTERCOM INTERFACE COMPONENTS
356 M4000 Phone Coupler
901-9384
S
070.00
1 1 $
OTO-00
$
-
S
_
368 S4000 Intercom Intsrfeoe Option
9$0-0609
S
585.00
1 2 S
1.170.00
S
-
$
-
INSTALLATION COMPONENTS
84 25 Pair Cables
709.0004
S
35.00
10
S
330.00
S
62.05
$
1.05
86 Canneclorbred Punrhdnwn Black
arn-alusr
s
u rat
1n
S
660.00
S
183.99
S
1.65
08/11/2004 10:05 FAX 323 581 7924 CITY OF VERNON ► J LEHR 0 014
Phone: (425) 820-SM ZETRON, INC. Fe)c {425) ego 7os1
PO flax 97004
Redmond, WA 9e073
4, .�'.
Itlm DaeziNia1`: : •4 :< ., ao h $�{ �k :�-all
7�ry, r 7`x�f'a s:.
•J� J:.P,Y+.�, ..•• _P9�i-j7Yglr.u..`t ��• W.,1�~��,j�.���r
"i`r••o )p's s�"mot arvlfdil�' • t'
Page 2
uO/"/10o4 10:05 FAX 323 581 7924 CITY OF VERNON J LEHR 121015
Tdw(es, Steven
From: Bob Connell (BConneiW zetron.com]
Sent Tuesday. July 13, 2004 4:39 PM
To: 'stames@ci.vernon-ce.us`
CC: John Bourne
sueleat sow
Mi
VM"W s
T•t Ste¢e: sorry I a=.la=te getting this to you but I had to work through
the
cabling issue. - Our pxices were based art use of existing available
cable,
however we will insure that new Cable to the workstations is provided at
the
contracted price.
<<Vernon SOW 7-13-04.doc>>
Bob Connell, we
Zetron System Sales Manager
425 820-6363, eXt 638 ,
cell: •425 275-1630
1
VO/11/LUU4 lU:U5 FAX 323 581 7924 CITY OF VERNON
CUSTONVR=TROK CON7M4.CT NO.
List of Schedules
The following Schedules are incorporated into this Contract
Schedule A Statement of Work
Schedule B Payment Schedule
Schedule C Delivery Sebedule
Schedule D Aeceptsace Test(s)
I
► J LEHR
Q 016
Vcugn sow 7-13-" MOE 1
ub/11/2004 10 05 FAX 323 581 7924 _ CITY OF VERNON J LEHR 0 017
CUSTONMRIZETRON CONTRACT NO.
SCHEDULE A - STATEMENT OF WORK (SOW)
The Statement of Work is cu rentay attached to the Contract and is part of the Contract.
The purpose of this Statement of Worts is to substantially address the expectations of all parties
and to provide details on the elements of the project, task objectives, deliverables, and roles- and
responsibilities. The details of the project's execution will be documented in a project plan.
During the course of -*the project, should the deliverables change, a revised draft project plan will
be submitted to VERNON for review and comment. Zetron will incorporate VERNON's
comments and both orgy dzations will approve the revised project plan
Work on this project will begin once the Contract between Zetron, Inc, aad the City of Vernon
(VERNON) is approved and signed by individuals who are authorized to lcgally bind their
respective companies, and a Notice To Proceed letter is delivered to Zetron, Inc.
The purpose of this project is for Zetron, Inc. to supply VERNON with 3-each new E-9-1-1
Computer Telephony IntegrWon (CTI) and Radio Dispatch (RD) woricstations and related
services necessary -to replace the current E-9-1-1 and radio dispatch systems by installing new
equipment. Zenon, Inc. will be responsible for system design, engineering, and for all the
maurrfa,ctruing and testing needed to prepare the Integrator 9-1-1 CTI and RD workstations for
installation. Under subcontract to Zetron, Inc., Hi Desert Communications will then install the
system, with asserted help from select VERNON pemnnel, who will prepare the sites for
installation and assist Hi Desert personnel during the installations (for training purposes). Ili
Desert will also provide training for Vernon personnel in the operation of the Integrator 9-1-1
CTI and RD systera.
This Statement of Work (SOW) describes the various tasks that will be undertaken by Zetron,
Inc., Hi Desert, and VERNON to complete this project and -summarizes the work. to be
performed Where task deliverables require review and approval, approval shall be in writing and
neither Zcuon nor VERNON will unreasonably withhold their consent on the final. vefSioU3 ,of
the deliverables. Additional information on project requirements and deliverables is WVM in the
Zetron, Inc. Proposal, and the attached delivery schedule. The following sections describe each
of the tasks that will be undertakm by Zion during the Project
Other applicable terms and conditions of this project are described in the California, Department
of General Services (OGS) Contract #0026 and incotporated by reference herein. In the event of
conflict between Schedules A through. D and ft DGS Contract #0026, the order of precedence
shall be as follows:
• Schedule A
• Schedule B
• Schedule C
Vernon sow?-13-04 PAGE 2
11/2004 10:05 FAX 323 581 7924 CITY OF VERNON + J L.EHR 018
CUS7roD4 W=TKON CONTRACT rio.-
• Schedule D
CA DGS CQatr= #'00216
1. EQUIp'MM AND SERVICES SUMMARY
1.1. Ma nufact:=, conEgm and test h me=r 9-1-1 Taltphorw System with meted, Computer Telephone
Iutegration {t'M and Iutegrator Radio Dispatch (RD) Console System inchano.the following hardware
and services:
1.1.1. Integrator 9-1-1 System,
1.1.1.1.
Model 3299 Computer Tekphony Integrated (M Telephone for duce {3) positions
1.1.11.
Single ALI Controller Card
1.1.13.
4 £9-1.1 trunks,
-1.1.1.4.
11 Caller ID line cards,
1.1.1.5.
5 Basic Line catd4,
1.1.1.6.
7 Ring down lines
1.1.13.
Dual Power Supply config radon for use w6h 120 VAC
1.1.1.8.
Model 1570 Alarm system for remote notz'f =don.
1.1.1.9.
Integrator 9- 1-1 Instant Recall Recorder (IRR) option
1.1.1.10.
Managements Information, System (NUS)
Call DetaU Rwords.(CDR) dot matrix printer
1.1.t.12.
Standard NEKA Complaint CAD Intmhce
1.1.1.13.
Two 19- Standard Equipment Racks (provided by M Desert ).
1.1.1.14.
Model 91570 SentriDam Loral and Rc=w Notification:. System
1.I.1.15.
i-Loc Misr Uaneous cables and connector -blocks.
1_1-2. Integrator RD (Radio Dispatch) -Sys=
1.1.2.1.
Mode14048 Red—faas Sysu=Bundle r
1.1.2.1.1. 2 System Traffic Cards
1.121.2. 2 Power Supplies
1.1.2.2.
• F.oended Paging Packw
1.1.23.
.9 Dual Channel TonoTtemote Control Card
1.1.2.4.
1 Dual (MEN) TondReniotc Control Card
1.125.
2 MEN Inumfwe Modules
1.1.2.6.
3 AuxWary Input Output Cards
1.12-7.
3 Consok ItLterf aw Cards
1.1:- .
1 Patrh Card
1.1.29.
1-Lot WiscelLar eous cables and conneetot bloom
1.13. V= Intctface Equiputt eWsof ware (pet each of 3 operawr posidDW)
Van Sow T.t3-04
PAGE 3
iu-uu rAA ZZJ 581 7924 CITY OF VERNON J LEHR @1019
cm0mzR/7moDr -COrIT RAcT 1Y0.
1.13.1.
Work stations, with keyboard and xmouse
I.13.1.1.
3tadio Audio Panel M4217 .
I.13.1.2. Appian Dual Monitor Card
1.13.13. Cxtaovatioti Prograaamable Keypad, Model 682
1.13.2.
M3299 Computer Ttkphoay Integrated (m E9-1-1 telephone scu
1.133.
2 (per Poston) Telephone Radio Headset Iam4lca Units (TRF1I)
1.1.3A.
2 (PW position) 18.1" And -Olin LCD mnnieots
1.13.5.
Pootmitch for P`IZ'
1.I3.6.
Intognarar 9-1-1 Software
1.13.7.
ktor RD Software
1.1.3.8.ator
Instant Itecail Recorder j�tit) Soiiware
1.1 A. Assembly
1.15, IaUegzadoa
- ,
1.1.6. Tesliag
-
1.1.7. Documenuaon,
1.1.8. Training
1.19. Warty
I
vemms0W 7-u44 PAGE 4
lu:uo rea JCJ 581 7924 CITY OF VERNON J LEHR Q 020
C1JST0hWA/ IRON CONTRACT NO.
2. PBX Interface (Mitel SX 2000)
The Zetroa equtpment will interface directly to the selective router for the four 9-1-1 lines. The
10 business lines will be routed through the WML PBX and will.need to be converted from the
exlstW9 di-14W interface into the Baker equipment to analog lines into the 66 blocZc and Zetron
model 3200. See secdm 8 for more infomtat on on the PBX upgrade and VE12NOi�T's
upon bilities.
Once the Mtel PBX has bean up9mded and the lines are configured for CLID, the functionality
of the system will be as described in the ONS/Analog Telephone User's guide. Time u
will. permit the features desired by VERNON to be accomplished through sigaaling of the ho k-
flash and DTMF digits. Desired features will be programimed into the Integrator 9-1-1 user
interfar"to appear as graphical buttons on the computer screen,
Some key €east = outlined in this guide are listed below for reference purposes.
Call Hold *„61
Call Hold -Retrieve **62
Conferencc Call *4
i Conference Call Split *41
• Callback setup 6
• Callback - cancel Individual **6
• Call Forwarding **72
• Call Forwarding -no answer (F=) **69
• Call Forwarding no answer (f1t & Ext) *69
• Call Pickup -dialed *67 :
• CamPickup-dire W *68
• Direct page *8
Do Not disturb (privacy) =5
Zelron will be iaterfaaing to the lbfitel PBX via standard analog line cards coanee�g from the
Nigel PBX to the Series 3200 Basic Line Card. The: 3200 will be programmed to use these
command, combined witft hook -Ruh signaling to provide VEMON's requested features in the
manner as+de=--bed above.
Vann SOW 7d3.04
PAGE 5
�021
CUSTOME,RMETRON CONTRACT NO.
CL1D from the Mitel PBX will only be supported if FSK signaling is supplied from
the analog line card of the PBX to the Series 3200. Any lines must be configured for
CLTD service to allow this feature to be utilized
The Mitel PBX feature set i.e., call transfer, call transfer,cancel, etc., that Vernon PD
is CmTcntiY Using will be accomplished through standard dial strings off an analog
Port of the PBX. This analog port will appear as an exteusion of the Miwl PBX onto
the integrator 9-1-1 system. Any feature Vernon PD requests from the ?ael PBX
must support dial string patterns.
• _ Zetron will supply and support the use of Genovation keypads for commonly used
functions such as numeric keypad entry, release, call answer, hold, etc.
3. PROJECT PLANNING
The objective of this task is to create all of the necessary information and perform all of .the
activities required to plan and manage the range of activities that will take place during the
project. The key deliverables of this task include a project plan, site survey report, intereme
requirements report, site installation plan, and acceptance test plans. The project -pluming sub -
tasks are described in the following sections.
3.1 Project Plan and Timeflues •
Zetron, Inc. will prepare a detailed project plan that defines the management processes,
procedures, and project timeline that will be followed to deliver the Integrator 9-1-1 and
RD Systems and services described in the Contract to VERNON. The project plan will
sho include- a description of the support services to be provided. by Zetron following
acceptance of the system by VERNON.
A draft of the project plan will be provided to VERNON for their review and comment,
and then a final version will be prepared and submitted to VERNON for approval. The
project plan will be used to guide all of Zetron's activities and to allow VERNON.to
monitor and track Zetron's progress against the timeline and milestones established in the
p1•an- The project plan will include a discussion and details on the following major
elements:
• Projext scope (includes an overview, definitions aad glossary, project summary,
roles and responsibilities, etc.).
• Project management (includes approach, PmJ� motion, projectmaetager
and task leaders, Zetron VERNON design reviews, schedule, project meetings
(Person -to -person and remote via telephone), acceptance criteria, •etc.).
• System deliverables (includes descriptions of the system being provided and
information on system requiats, etc.).
v�aon sOW 7.t3-04 PAGE 6
""k lu: UFJ YAX 323 581 7924 CITY OF VERNON -+ J LEHR 0022
a�ON CoxTRA r No.
• Installation plans and schedule (includes information on the site survey, site
installation plans, site preparation, and schedule for equipment deployment and
installation).
' Testing and acceptance inclad�es ( .testing and acceptance process and acceptance
testing plans),
• Documentation and publications (includes a descn tion of
and a summary of documentation deliverables). P . z�eguuements
um
- • Trakh3g (includes tra n n-
recommended training mate training course syllabi, and a description of
SUPPort (includes plans for warranty and post -warranty support following Final
ccept2X1M of the system by VERNON).
3.2 Site Surveys
Under subcontract to Zetron, Inc, M Desert with assistance from VERN0N personnel
has surveyed the current facilities where the system will be installed. The purpose of the
survey was to gather information that will, be needed to understand any site -specific
PrcParation and installation requir ments, and to develop interface requirements for the
installation (i_e., docu = all connections for radios, loggers, etc.). In addition, the site
surveys were used to document what changes, if any, were needed to the equipment
sl�ation. The survey was conducted with representatives from VERNON, who will.
be reSponsible for site preparation. activities prior to installation of the system. The
surveys were conducted as early in the project as practical with the goal to accommodate
the availability of VERNON personnel
As a result of this survey. any required actions to be performed by Vernon Police
Department will be noted in the Customer Requirements section of this document.
33 Installation Plans
The results from the site survey task will be used to
�jmt. Zetron will install prepare aninstallation plan�for the
equipment Peed under this AE`REENIEIV'i at the site
and location for use. The materials that will be prepared during this task include the
following
• Site installation elan: site des crigtiou of how the system will be installed at the site.
' Til�olan: a -description of the syllabus and schedule, training mat,=,
als, and
training requirements and procedures for operator, msint service train g
Prnsrams.
Site Cutover clan: a description of the methods and procedures whereby Hi Desert
under subcontract to Zetron will eutover from the existing telephony and radio
dispatch system to new system, VERNON and Zetron will jointly develop the Site
Vann SORT T-13.04
PAGE 7
i -v`! iv.vv rAA JZJ 581 7924 CITY OF VERNON -. J LEHR R023
CUSTOMEIi/Z Mop; CONTRACT NO.
Cutover plan. The actual methods and dates for cutover need to be Worked out with
VERNON during or prior to the Cutover Phase of the project. Cntover will occur
once the system has passed the Site Acceptance Test. Removal of old ui
site clean UP will be VERNON's � Pm�t �
responsibility.
Drafts of the installation plans will be submitted to VERNON for review, and comment
Final versions will be Prepared, and delivered to. VI RNON for their approval at -the
conclusion of the task,
3.4 Test Plans
Zenon, In.C. will develop test plans that will provide detailed information on the steps that
will be taken and the information that will be gathered to insure that system strictly
conforms to the SOW -and all applicable requirements of the Contract. The plans will
document the testing programs that will be undertaken and the testing methods that will
be followed (e.g., inspection, demonstration, analysis, documentation, etc.). Drafrs of the
test plans prepared during this task will be submitted to VERNON for review and
comment Final versions will be prepared aatd delivered to VERNON at the conclusion of
the task.
4. CUSTOMER REQUIREMENTS SPECIFICATION (CRS)
The objective of this task is to prepare a description of the functional capabilities and system
requirements for the system that will be built for the VERNON Project The CRS will, serve as
the "blueprint" that will guide the design and manufacture; of the Series 3200 Integrator 9-1-1
and Series 40M Integrator RD system to be deployed. Information for the specification will be
drawn from published Zetron specifications for the various -components of the Integrator 9-1.1
and RD systems and the ProPosai submitted to VERNON A draft of the CRS will be submitted
to VERNON for review and comment, The final version of the specification will be prepar�eci and delivered o VERNON at: the wnclusion of the task. The requirements in the CRS will serve
as the foundation for-the-to
Procedures to be followed during the SAT.
In addition to the CRS, Zetron, Inc. wiU work with VERNON representatives to review available
templates for the user interface (UI) screen configurations
the integr4tar 9-1-1 and RD systems-
that will become the primary LJIs for
systems- Representatives from VERNON's dispatch community
Will attend the Template Review meetings held by Hi Desert to create a series of LJI -temps
that will eventually be confiamzed for the facility during final site installations.
3. SYSTEM SUMD AND INTEGRATION
The oboe ive of this task is to order and fabricate all of the components for the system, and to
firrild, integrate, and test the system prior to its deployment to VERNON's facilities.
6. MSTALLATION, OPERATION, AND MAINTENANCE MANUALS
Zetmn, ""c- will Pr' -Pare three types of manuals and documentation for this project operator
manuals, =tallatzon and maintmancce (1W manuals. The operator manuals will contain
information, instructions, and procedures> accompanied by diagrams and on-line help files as
SOW 7.13-04 PAGE 8
�"ru" iu:uo ran JZJ 581 7924 CITY OF VERNON J LEHR Q024
CMTOMZR ZETROIv CONTRACT NO.
appropriate, necessary to operate the Jategrator 9-1-1 and RD systems as delivered for ,the
VERNON Project. The I&M manuals wilt include the technical information necessary to install
and maintain the system, including routine servicing. Zetron, Inc. will prepare the documentation
and deliver the as -bid number of copies to VERNON. In addition, Zetron, Inc. will prepare
training materials to be used during the trainind courses.
7. CUSTOMER RESPON'SIBILTTIES
VERNON will be responsible far the following preparation work:
■ Provide system purchase order(s) with reference to Zetron Pricing quotation numbers and
Statement of Work, dated 7/13/20.04, and adhere to the Schedule B, Payment Schedule.
• Provide a Single Point of Contact (SPOC) to resolve implementation issues and to participate
in the ldckoff discussion, schedule coordination, and acceptauce tesdn;. Customer shall
provide the name aad contact information of such individual to Zet an in writing..
■ Control all activities associated with -the existing customer equipment, including changes,
additions or deletions of devices made by any not- Zetron/T.E.A_ provided technicians.
• Provide prompt physical and electronic access to all areas/devices where Zetron
will be installed. equipment
• Provide for labeled punch -down blocks and identify all circuits being connected to the Zetron
equipment
• . Provide any upgad= necessary to the existing Mitel PBX to add analog- line fvacdonality
and CLI feature on all lines currently connected as digital interfaces to the Baker systen
through a customized iaterfa,ce card.
• Review UTrEL PBX feaD es- listed in Section 2 and indicate any functionality that is not
listed but required at the VERNON facility or any that may not be utilized in this installation. -
• Provide at least one analog (voice) telephone line near�the new hardware ,15ii), for use
during installation and for remote alarm notification and tuaintenaace.
• Insure adequate power is supplied, to backroom rack equipment (120VAC within 3 feet) and
adequate outlets for dispatch center workstation positions.
• Provide conduit (space) between the equipment room and the dispatcher.positioas for the
Placement of necessary station cabling.
• Provide personnel, who, following administration training, shall be respo='ble for input of
customer speed dial numbers, autodiat numbers, selective router transfer locations, and any
other customer -specific data.
vemon sow 7-13-0t PACE 9
` d" lu:ui rAA JZJ 581 7924 CITY OF VERNON ► J LEHR ICJ025
� w
CMToMER=TttaM COMYRACP LNO.
• Customer is responsible for any costs incurred by the CAD manufacturer for any
modifications they may have to make in order to accept and use the Zetron, NENA-comphant
CAD interface.
The requirements for the installations were developed during the site surveys and detailed in this
statement *of work as appropriate, The current schedule for completing site preparations is
docurtiented in the timeline. Zetron, Inc. will work with VERNON to determine if these dates
are realistic and will make recommendations as necessary to insure that the site is prepared in
time for the equipment installations.
Zetron will be responsible for insuring that the terms of this fum-fix-ed price contract are
satisfied without further customer obligations if all of the above preparation work is completed re
accordance with the mutually agreed upon schedule.in
8• TRA qNG AND TRAINING MATERIALS
Training will include the following-elementts:
• Four (up to 3-hour) Integrator 9-1-1 training classes for up to fourpeople each.
• Four (up to 3-hour) Integrator RD training classes for up to four people each.
• A System admiaisttatiOn component will be provided for necessary individuals after
completion of the User Training classes. .
Zetron encourages a train. the -trainer approac,, however, all individuals shall be trained,
regardless of the customer's approach. Operation training covers basic system operation and
communication tasks using the system; a train-the.traker session would provide an additional
workshop -style session to ensure trainer level understanding. The Zetroa instructor will present
the standard operation training course and then work with the trainers to ensure they understand
how to present the systems to future trainees. After completing this course, attendees should
have the skills necessary to use the features of the 3200 and Integrator RD operation software. If
Zetron delivers a train-the-tr- a session instead, trainees will have sufficient knowledge to -be
able to explain the systems features and functions to other operators / dispatchers. Zetron will' ---
provide materials 'a the form of standard product manuals and other handouts; in addition, we -
will provide electronic (Microsoft powerpoint) files of slides used in class. Zetron only instructs
on the operation of Zetron equipment; and does not train on standard industry dispatching or
teaching. practices.
Environment
On -site classes are taught at the .customer location(s). For operation training, instructors bring a
whilaptte o and projector. The. customer must provide a power source, writing surface (flipchatt or
whitehoard), and a projector screen or blank light-colored wall. Operation training requites
access to a configured, functional system. The nature ofon-site technical alining may require
that it be conducted in a blend of classroom and less formal environments, depending on access
to customer's actual installed equipment. Zetron, with our subcontractor M Desert
Communications, wiU, work with Vernon Police Department to coordinate an adequate training
venue.
Ya= sow 743-04 PACE 10
iv:vt rAA JZJ Oal 7924 CITY OF VERNON ► J LEHR I1026
CMOMER=TRON CONTRACT NO.
Optional factory classes are taught at Zetron's facility in Redmond, WA, in either a dedicated
training environment on actual configured systems and, consoles, or as part of factory -acceptance
testing on the customer's actual equipment in a laboratory environment
Matcrials
Tra'� is conducted using lecture (via PowerPoint slides) live demonstration, and hands-onpractice. Each attendee will receive copies of training materials used its. class.
9. SWP, INSTALL, TEST, AND CO1VIIV BSYON
Once a Zetron Communications Console system bm been built and tested, it will be released for
shipping to the designated VERNON Facility. The purpose of this task is to slip the system and
install all the backroom electronics and console dispatch workstations at the site.. Zetron
subcontracted installation teams will be responsible for this work with assistance from VERNON
technical support personnel. 'Once the system is physically installed, Zetron contracted, field
technicians will complete the final configurations (hardware and software) for each workstation
per the system specification
Once the configtnation is complete, Zetron contracted technicians will conduct the Site
Acceptance Test (SAT) for each portion of the system. Zetron contracted technicians and
VERNON representatives, as deemed appropriate, will perform the SAT.
The next step will be to perform the systems cutover. The details of the cutover process will be
developed during the project -planning task, and finalized, prior to the cutover phase.
Following the cutover, VERNON shall conduct the acceptance .test as defined in DGS Contract
#0026.
10. FINAL ACCEPTANCE
Once the system has been commissioned, VMWON will mdve to the last phase of the project,
Final Acceptance. Per the State of California DGS, the system must run 240 continuous hours
error free. Upon completion of this time period, and considering prior completion of the System
Acceptance Test, VERNON shall sign the Form 284, "9-1-1 Service and Equipment Acceptance
and Authorization Form,". This signed document is then sent to the State Department of General
Service, 9-1-1 Division, with a copy to the Zetron Contract Fulfillment Manager. Upon receipt,
DGS will approve and pay invoices as agmed. This Final Acceptance indicates the start of the
warranty period.
vaRMsow7-13-04 PAGE I I
" "uY emu: ui rnX 3G:f 5S1 7924 CITY OF VERNON ► J LEHR P027
CUSTOMER=TRON CONTRACT NO.
SCHEDULE B
PAYMENT SCHEDULE
Rev.
Per the State of Califora DepartMent of General Services practice and Contract#0026,.
the £nai Invoice (100%) for equipment and, services for the VERNON E9-1-Ulntegrator RD
radio console project shall be sent to the State DGS Office upon customer completion and
acceptance of Form TD 284, the "9-1-1 Service and Equipment Acceptance and Authorization
Form".
Arty invoice amounts that will be over and above those funds to be provided by the State
DePartment of General Services sha11 be payable per the following schedule.
11�ilestone
j Contract Mans
I Contract Payment %
Contract Signing
$X
20 %
Shipment of Equipment
$X
70 %
Final Acceptance
$X
( 10 %
NOTES.
L All contract dollars in this table ate expressed as US Dollars and are based on a total contract
value of USSXKX XX DGS Contraa#0026
a
P
VMW SOW7-13.04
581 7924 CITY OF VERNON J LEHR P028
CUSTOlYY MMTRON COMRACT NO.
SCHEDULE C
DELIVERY SCHEDULE
Rev.
MUST
DATE
gning
tance21
0 days ARO
f E4nipm ettt70
r
days ARO
m Installation
days ARO
ance Test Complete (SAT)ays
73 days ARO
AROtance
100 days ARO
Notes: Days ARO include weekends and, holidays
I
V-== SOW 7_13-04
��+1icu 1u:u/ tAA JzJ 581 7924 CITY OF VERNON J LEHR 0029 s t
CUSTOMER=TROM CONTRACT NO.
w�
SCHEDULE D
ACCEPTANCE TEST(S)
The SAT plan is to be prepared by ZETPON and be mutually agreed on by VERNON at .
least 15 business days prior to &e SAT.
V=M SOW 1-13-"
� � r
EXHIBIT E
INSURANCE SCHEDULE
Zetron shall provide proof of insurance, including a standard certificate of insurance, in at least the following
amounts and coverage (combined single limit permitted):
I. Coverage and Limits
Hazards
Automobile Liability
Bodily Injury Property Damage
Each Person Each Accident Each Accident
Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Hired Automobiles $ 500,000 $1,000,000 $ 500,000
Non -Owned Automobiles $ 500,000. $1,000,000 $ 500,000
Workers' Compensation $ Statutory
Employers' Liability $1,000,000 per employer
11. Liabilitv
General Liability
$1,000,000
$2,000,000
$1,000,000
Premises Operations
$1,000,000
$2,000,000
$1,000,000
Elevators (if applicable)
$1,000,000
$2,000,000
$1,000,000
Independent Zetrons
$1,000,000
$2,000,000
$1,000,000
Products - Completed Operations
$1,000,000
$2,000,000
$1,000,000
Contractual Liability
$1,000,000
$2,000,000
$1,000,000
Umbrella Liability
$2,000,000
$2,000,000
$2,000,000
a. The general liability policy shall contain the following special endorsements which shall be noted on or
attached to the standard certificate of insurance:
1. An endorsement naming the City of Vernon, its officers, and employees as additional insureds under
the policy.
2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material
reduction of coverage.
3. An endorsement providing coverage for all operations under this Agreement.
4. Such other endorsement as may be required by City.
b. In addition to the above, the Consultant shall provide such further proof of insurance documentation as
the City deems necessary.
EXHIBIT "B"
01910W01 104462.1
SUPPORTING
DOCUMENTS
CITY COUNCIL.
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro-Tem
WM. "BILL" DAVIS
Councilman
H. "CARRY" GONZALES
Councilman
W. NUCHAEL McCORMICK
Councilman
BRUCE V. MALKENHORST
City Administrator/City Clerk
Chief Executive Officer of
Light & Power
FAX: (323) 826-1438
CITY HALL
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
TELEPHONE (323) 583-8811
January 12, 2005
Mr. John Bourne
Zetron Representative
13168 Pintail Court .(� —
Chino, CA 91710 FILE�j�
re TS-S' 4j/
ERIC T. FRESCH
City Attorney
FAX: (323) 826-1439
KEVIN WILSON
Director of Community Services & Water
FAX: (323) 826-1435
STEVEN E. PARKER
Fire Chief .
FAX: (323) 826-1407
SOL BENUDIZ
Police Chief
FAX: (323) 826-1481
LEWIS J. POZZEBON
Director of Environmental Health
FAX: (323) 588-4320
VIA FEDERAL EXPRESS
Re: Equipment Purchase and Professional Services Contract
Dear Mr. Bourne:
Enclosed please find two duplicate originals of the
aforementioned Agreement for signature. Please return both
signed originals to the City to the attention of Judy Lehr,
Legal Department, as soon as possible.
Please refer to the enclosed "City of Vernon Signature
Requirements for a Corporation for all City Agreements and
Contracts" and comply with the requirements set forth.
Once the originals are executed by the City, one fully -
executed original will be returned to you for your files.
Thank you for your cooperation regarding this matter.
V ry truly yours,
Wil a G. guct '
Chief Deputy ity Attorney
jl
Enclosures
cc: Ms. Nelly Giron, Deputy City Clerk (w/o encls.)