Loading...
Resolution No. 859210 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 8592 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN EQUIPMENT PURCHASE CONTRACT BY AND BETWEEN THE CITY OF VERNON AND 911VEHICLE.COM FOR EMERGENCY EQUIPMENT FOR POLICE DEPARTMENT WHEREAS, the Vernon Police Departments needs to remove and install emergency equipment from four retired patrol units to new vehicle replacements (the "Equipment"); and WHEREAS, 911Vehicle.com has performed installation services Ifor the Vernon Fire Department in the past and is familiar with the City's vehicles; and WHEREAS, City's Police Department believes that, because of the experience and qualifications of 9llVehicle.com, it is best suited to provide the necessary Equipment and labor to perform the removal and installation services to meet its specifications and requirements and enhance its ability to serve the community, thereby benefiting the health and welfare of Vernon's citizens; and WHEREAS, on June 2, 2004, the Finance Committee considered the recommendation of Bruce V. Malkenhorst, Director of Finance, dated May 26, 2004, that a contract be approved and executed for purchase of the Equipment from 9llVehicle.com; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into a contract with 911Vehicle.com for the purchase of the Equipment. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16' 17 18 19 20 21 22 23 24 25 26 27 28 (CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true land correct. SECTION 2: The City Council of the City of Vernon hereby approves the Equipment Purchase Contract with 9llVehicle.com, in substantially the same form as the copy which is attached hereto as Exhibit A and incorporated by reference. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor and the City Clerk to execute said Contract for, and on behalf of, the City of Vernon. SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or his designee, to send one fully executed Contract to: 911Vehicle.com Attn. General Manager 22349 E. La Palma, #101 Yorba Linda, CA 92887 SECTION 5: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 3rd day of November, 2004. ATTEST: d, BRUCE V. MALKENHORST, City Clerk ,IEONIS C. M LBURG, Mayor - 2 - 1 2 3 4 5 6 7 8 91 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 i i t 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. 8592, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Wednesday, November-3, 2004, and thereafter was duly signed by the Mayor of the City of Vernon. (SEAL) BRUCE V. MALKENHORST, City Clerk - 3 - EXHIBIT EQUIPMENT PURCHASE 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 3rd day of November , 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 911VEHICLE.COM, a California corporation (hereinafter referred to as "911 Vehicle") 22349 E. La Palma, #101 Yorba Linda, CA 92887 RECITALS WHEREAS, the Vernon Police Department is requesting the removal and installation of emergency equipment from four retired patrol units to new vehicle replacements (the "Equipment"); and WHEREAS, 911 Vehicle has prepared a proposal dated on or about May 7, 2004 for the sale, delivery and installation of the Equipment, a copy of which is attached hereto as Exhibit A and incorporated by this reference (the "Proposal"); and WHEREAS, 911Vehicle represents that it is qualified and capable of providing the Equipment described in Exhibit A on the terms and conditions set forth below; and WHEREAS, the City desires to enter into an agreement with 911 Vehicle to provide for the purchase, delivery and installation of the Equipment on the terms and conditions set forth below. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Purchase and Sale of the Equipment. 1.1 Equipment. 911 Vehicle shall sell, deliver and install, and the City shall purchase the Equipment described in the Proposal. In the event of a conflict between the terms of this Contract and the Proposal, the terms of this Contract shall control. 1.2 Deliverv. 911 Vehicle shall obtain and sell and deliver the Equipment at the City of Vernon, F.O.B. Job Site. 911 Vehicle is responsible for all costs of full freight, including insurance, to Job Site. Risk of loss shall pass to the City upon delivery F.O.B. Job Site. 1.3 Installation. 911 Vehicle shall remove Equipment from four retired patrol units and install the Equipment into new vehicle replacements. 2. Time of Performance. 911 Vehicle shall commence and complete the delivery and installation of the Equipment as follows: 2.1 Time Schedule. 911 Vehicle shall begin the removal and installation of the Equipment upon the later of the full execution of this Contract and the City's issuance of a Purchase Order (the "Commencement Date"). 911 Vehicle shall complete delivery of the Equipment no later than weeks from the Commencement Date (the "Delivery Time"). Unless performance is excused, as set forth in Paragraph 2.2, 911 Vehicle's failure to deliver the Equipment within the Delivery Time shall constitute a material default of this Contract, and, among other remedies available to it, the City shall have the option of terminating this Contract. 2.2 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 Contract by reason of an uncontrollable force shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. The Delivery Time 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 the Delivery Time by reason of an uncontrollable force shall not justify extra compensation for 911Vehicle for administrative or other costs or expenses; provided, however, that if the time for achieving delivery is materially 2 extended by reason of uncontrollable force through no fault of 911 Vehicle, 911 Vehicle shall be entitled to an increase in the Contract Sum, but only in any amount equal to the increase in 911 Vehicle' direct cost resulting from such delay. 3. Contract Sum. The purchase and installation price for the Equipment is Twenty - Four Thousand Eight Hundred Ninety -Eight Dollars and No Cents ($24,898.00), including tax, (the "Contract Sum"). 4. Payment Terms. 4.1 Payment. One hundred percent (100%) of the Contract Sum shall be paid within thirty (30) days after (a) the City's receipt, testing, and approval of the Equipment; (b) the City's receipt of all required documentation (including, without limitation, warranties, provided by the manufacturers, and operating manuals, specifications, and other documentation necessary and appropriate for the installation, operation, and maintenance, and repair of the Equipment; collectively, the "Documentation"); (c) the City's receipt of an invoice in a form reasonably acceptable to the City from 911 Vehicle; and (d) the City's receipt of fully executed assignments of all manufacturers' warranties and guarantees in favor of the City in form and substance reasonably acceptable to the City. 4.2 Billings for Change Orders. Any billings for Change Orders, as defined in Paragraph 7 below, must be billed by separate invoice, with a copy of the applicable Change Order signed by the City attached to the invoice. 4.3 Payment Holds. Notwithstanding anything to the contrary contained herein, the City shall not be obligated to make any payment to 911 Vehicle if 911 Vehicle is in default of any of its obligations under this Contract; any portion of the Equipment is defective or not in accordance with the terms of this Contract (provided, however, that payment shall be made as to any portion of the Equipment that is acceptable to the City); or the conditions required for payment as set forth in Paragraph 4.1 above have not been satisfied. 4.4 Payment is Not Acceptance. Neither payment by the City nor use of the Equipment by the City shall constitute an acceptance of any Equipment not in accordance with the terms of this Contract. 3 5. 911 Vehicle's Representations, Warranties, and Covenants. 5.1 Capability. 911 Vehicle represents to the City that it is qualified, willing, and able to obtain, sell, deliver, set up, train and provide maintenance for the Equipment. 5.2 Testing. 911 Vehicle shall inspect the Equipment as it is received by 911 Vehicle for delivery and installation to the City, and will reject any Equipment that is defective, with the cost of repair or replacement being the responsibility of 911 Vehicle. The City reserves the right to test the Equipment, regardless of the results of 911 Vehicle' testing. 5.3 Assignment of Warranties, DelivpU of Documentation. 911 Vehicle shall assign to the City at the time of delivery of the Equipment all manufacturers' warranties for the Equipment and 911 Vehicle shall assemble and deliver to the City complete copies of all warranties, guaranties, and operating and maintenance data and all other Documentation (as defined in Paragraph 4.1) from all manufacturers whose Equipment is delivered to the City pursuant to this Contract. 5.4 Compliance with Law. 911 Vehicle shall strictly observe and comply with all applicable federal, state, and local laws, ordinances, and regulations governing the sale and delivery of the Equipment, including, but not limited to any permit or license requirements of the United States Department of Commerce. 5.5 Authorizations. 911 Vehicle is authorized to do business in California and properly licensed and registered by all governmental authorities having jurisdiction over it. 5.6 Title to City. 911 Vehicle warrants that title to Equipment will pass to the City either by incorporation in the construction or upon the receipt of payment by 911 Vehicle, whichever occurs first, free and clear of all liens, claims, security interests or encumbrances, and that no seller of any Equipment or any portion thereof will retain an interest therein or an encumbrance thereon. 5.7 Payments to Third Parties. 911 Vehicle shall promptly pay all bills for labor and materials furnished by others in connection with this Contract. 5.8 Warranty. 5.8.1 911 Vehicle's Warranties. 911 Vehicle warrants that all Equipment will be new and free from defects in materials and workmanship, comply with the specifications 4 provided by the manufacturers, be of good quality and merchantability, and fit for their intended purposes, and conform to all applicable governmental regulations, statutes, and ordinances. Any Equipment not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. In the event that the test results obtained by either 911 Vehicle 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, 911 Vehicle 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, and obtaining another vendor to provide that Equipment. 911 Vehicle shall be responsible for all direct and indirect costs that maybe 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 provided by 911 Vehicle. 5.8.2 Manufacturers' Warranties. 911 Vehicle shall obtain for the benefit of the City, and assign to the City, commercially reasonable manufacturers' warranties for parts and labor, which shall commence one (1) year from the date of installation of the Equipment being purchased by the City under this Contract or the City's acceptance of the Equipment being purchased hereunder, whichever occurs first. 911 Vehicle shall assist the City in the enforcement of all such warranties. 5.8.3 Warranty Period. 911 Vehicle, at its cost, shall promptly repair or replace or cause the manufacturer to repair or replace (provided, however, that the City shall cooperate in working with the manufacturers if the warranties have been assigned to the City) Equipment rejected by the City as defective or as failing to conform to this Contract if reported to 911 Vehicle within the Warranty Period. The Warranty Period shall be the period of (a) one (1) year from the date of installation of Equipment being purchased hereunder or from the date of the City's acceptance of the Equipment being purchased hereunder, whichever occurs first; or (b) such longer period of time as may be prescribed by law or by the terms of the applicable manufacturers' warranty. The City shall give such notice promptly after discovery of a defective 5 condition. A new one year Warranty Period shall commence for repaired or replaced Equipment on the date the repair or replacement was made. 911 Vehicle's obligations hereunder shall include the obligation to repair any damage to other property caused by the defective Equipment or the repair thereof. 911 Vehicle 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 Equipment found to be defective or not in accordance with this Contract, or (b) the correction of any such Equipment. The foregoing representations, warranties, covenants, and agreements shall survive any termination of this Contract and final completion of the delivery of the Equipment and are in addition to, and not in lieu of, any and all other liability imposed upon 911Vehicle by law with respect to 911 Vehicle's duties, obligations and performance hereunder. 6. Indemnification. 6.1 911 Vehicle's Indemnity. To the fullest extent permitted by law, 911 Vehicle 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 attributable to the negligent or wrongful acts of 911 Vehicle or its employees or agents in the delivery 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 911 Vehicle's duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by 911 Vehicle. 6.2 Indemnity Process. The City shall notify 911 Vehicle in writing of any suits, claims or demands covered by this indemnity. Promptly after receipt of such notice, 911 Vehicle shall assume the defense of such claim with counsel reasonably satisfactory to City. If 911 Vehicle 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 31 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 911 Vehicle 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 911 Vehicle. 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. 911 Vehicle 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. 7. Change Orders. The City reserves the right to make additions to or deletions from the Equipment being purchased under this Contract. All such changes shall be incorporated in written change orders executed by the City. The Change Orders shall specify the changes ordered and the adjustment of prices, delivery schedules and warranties. Any Equipment or services added to this Contract under a Change Order shall be subject to all of the terms and conditions of this Contract, except as otherwise set forth in the Change Order. No claim for additional compensation or extension of time shall be valid or recognized unless contained in a Change Order signed by the Project Manager, as defined in Paragraph 11.7 below. 8. Termination of the Contract. 8.1 Right of Termination. This Contract may be terminated by the City, with or without cause, upon at least fifteen (15) calendar days' written notice delivered to 911 Vehicle. 8.2 Termination by City Without Cause. In the event of termination by the City without cause, 911 Vehicle shall be compensated for all Equipment delivered 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 911Vehicle directly attributable to termination which could not reasonably have been avoided and for which 911 Vehicle is not otherwise compensated that are incurred through the date of the termination and in effectuating the termination (the "Termination 7 Expenses"). Termination Expenses shall not include lost profits, lost opportunities, consequential damages, or the like. 8.3 Termination by the City for Cause or by 911 Vehicle without Cause. If 911 Vehicle breaches this Contract, the City shall notify 911 Vehicle in writing of said breach and if 911 Vehicle has not cured or begun reasonable efforts to cure within fifteen (1S) calendar days of delivery of said notice, and fails to diligently pursue corrective action, the City shall have the right to cancel this Contract on the 15t' day following delivery of notice to 911 Vehicle for cause. 91 l Vehicle shall be responsible for all direct and indirect costs due to the City's re -procurement of the equivalent of the Equipment cancelled pursuant to this Paragraph 8.3. If this Contract is terminated by the City with cause, or terminated by 911 Vehicle without cause, the City shall pay 911 Vehicle for all Equipment delivered 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 911 Vehicle's default and for any reason described as a justification for a payment hold as set forth in Paragraph 4.3. 8.4 Actions Subsequent to Termination. Following the termination date, regardless of whether the Contract is terminated with or without cause, and subject only to the payments described in Paragraphs 8.2 or 8.3, as applicable, the City shall have no further rights, duties, liabilities or obligations whatsoever under this Contract. Upon a termination of this Contract, except for its obligations under Paragraph 12.5 below, 911 Vehicle shall have no further rights, duties, liabilities or obligations whatsoever under this Contract. Notwithstanding anything in this Contract, including the foregoing, to the contrary, Paragraphs 5, 6, 8, 9, 10, 11.2, 11.3, 11.4, and 11.11 shall survive the termination of this Contract. 8.5 Delivery of Work Product and Documentation. Within three (3) business days after any termination of this Contract, 911 Vehicle shall deliver to the City all Work Product (as defined in Paragraph 9) and all Documentation (as defined in Paragraph 4.1) pertaining to this Contract and any and all copies thereof, whether in the possession of 911Vehicle or a party engaged by 911 Vehicle; provided, however, that solely for its internal auditing purposes, 911Vehicle may, at its sole expense, make and retain copies of Work Product materials, subject to the confidentiality provisions of Paragraph 10. 911 Vehicle shall also furnish all such information, take all such other action and shall cooperate with the City as the City shall reasonably require in order to effectuate an orderly and systematic termination of 911 Vehicle's duties and activities hereunder. 9. Work Product. All finished or unfinished documents, plans, designs, drawings, data, databases, studies, surveys, maps, models, photographs, reports and other materials, in whatever form or medium, prepared by or for 911 Vehicle, its officers, employees, agents in the course of performing the obtaining, delivering, and selling to the City the Equipment sold under this Contract (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 911 Vehicle or to any other party. Work Product materials shall be delivered to City by 911 Vehicle as they are generated. 10. Confidential Information. 10.1 Access to Confidential Information. The City may provide 911 Vehicle or allow 911 Vehicle 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, utility usage, 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 911 Vehicle for any purpose other than to perform its duties hereunder. 10.2 No Disclosure. Except as expressly permitted by prior written consent of the City, 911 Vehicle 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. 911 Vehicle 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 911 Vehicle has delivered all Equipment to be delivered pursuant to this Contract. 911 Vehicle hereby agrees that such Confidential Information and any documents provided may be used by 911 Vehicle only as authorized by the City. E 10.3 Court Ordered Disclosure. 911 Vehicle 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. 911 Vehicle 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. 10.4 Exceptions to Confidentiality. The foregoing obligations shall not apply to any Confidential Information lawfully in 911 Vehicle'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 911 Vehicle. 10.5 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 jurisdiction against any breach or threatened breach of any of the provisions of this Paragraph 10. 911 Vehicle 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. 11. General Provisions. 11.1 Entire Agreement. This Contract, with Exhibits A and B, each of which is attached hereto and incorporated herein by this reference, represents the entire and integrated agreement between the parties hereto, and supersedes and replaces all prior and contemporaneous negotiations, representations, discussions, or agreements between the parties related to the matters set forth in this Contract. This Contract may be amended or modified only by a written amendment signed by the parties. 11.2 Forum Selection. Any action brought relating to this Contract shall be brought and held exclusively in a Court in or serving the County of Los Angeles, California. 11.3 Attorneys' Fees. If either party institutes an action or legal proceeding arising out of or related to this Contract or the relationship of the parties or their rights or duties in connection with the matters set forth in this Contract, whether sounding in tort, contract, or otherwise, the prevailing party in such action or proceeding shall be entitled to recover from the 10 other party all costs and expenses, including all costs and reasonable attorneys' fees, in addition to any other remedy awarded by the court. 11.4 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 11.4 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 911 VEHICLE: 911 VEHICLE.COM 22349 E. La Palma Avenue #101 Yorba Linda, CA 92887 Attn: General Manager 11.5 Status of 911 Vehicle. At all times during the term of this Contract, 911 Vehicle shall be an independent contractor. Except as the City may specify in writing, 911 Vehicle shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent. 911 Vehicle shall have no authority, expressed or implied, pursuant to this Contract to bind the City to any obligation whatsoever. 11.6 Insurance. 911Vehicle agrees to provide insurance in the amounts and forms specified in Exhibit B, which is attached hereto and incorporated by reference. 911 Vehicle 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 Contract. 911Vehicle shall not commence performance of its work under this Contract until the above insurance has been obtained and proof of insurance has been filed with and approved by the City. 11 11.7 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 911 Vehicle may purchase from other vendors and manufacturers the Equipment to be delivered by 911 Vehicle hereunder, and 911 Vehicle may by written request assign any right to receive monies earned hereunder. 11.8 Partial lnvalidity. 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. Contract. 11.9 Time of the Essence. Time is of the essence in the performance of this 11.10 Rights and Remedies. The City's rights and remedies under the Contract are cumulative with and in addition to all other legal and equitable rights and remedies which the City may have under applicable law. 11.11 Disputes. Any disputes that may arise as a result of actions by either party to this Agreement, if unresolved after 90 days, shall be presented to Judicial Arbitration and Medication Services, Inc. for resolution. Any costs of the arbitration hearing shall be borne by the party adjudged culpable. 12 IN WITNESS WHEREOF, the parties have caused this Contract to be executed by and through their authorized officers on the date, month and year first written above. ATTEST: Bruce V. Malkenhorst, City Clerk APPROVED AS TO FORM Eric T. Fresch, City Attorney CITY OF VERNON LEONIS C. MALBURG, Mayor 911 VEHICLE.COM By: Typed Name: Title: By: Typed Name: Title: 13 EXHIBIT 0 rA&ss 061 7924 '1@004_c 05187/2004 12:15 7146929410 911 VFHICLE PAGE B1 22349 E. La Paints Avenue *102 Yor6a To: LT. STEVE TOWLES From: DAVE N msgi Coma.mr. VERNON P.D. Datr. Nov 1, 1004 I_ Fax at 323- 323-5236 Phone tlt $,Z3-597'-5171 3&16 Regarding: QUOTES FOR CR. VXC'S CHANGE/OUT AND NEW EQUIP. I _ PURCHASES 3 _ Nuhtbar Of Pages sent including cover sheet STEVE, PLEASE FIND HEREIN OUR QUOTES FOR THE I CHANGE OUTS AS WELL, AS THE QUOTE FOR THE NEEDED !QUIT'. I PURCHASES. IF YOU HAVE ANY QUESTIONS PLEASE CALL NE ASAP. BEST REGARDS, DAVIS VJ/ LU/ LVVY 4/ : V1 t'..Ad 32:5 581 7924 85%807/2804 12:15 7146929410 CITY OF VERNON J LEHR Q 005 " 911 VEHICLE PAGE 82 9y vehic% YMW I- Enlatp "1W Y•Nde 22349 C. La Palma Avenue #101 Yorba YM141, CA 92897 714/692-5690 724/692-94isx To: LT. STEVE TO1nf1.ES from., conwanw. VERNON P.D. puts; # 323-SIRS-8236 rtlono a>t 1tegar4ing: CROWN VIC. CHANGE AIIT'_M 1 NumbOr Of P01946 sent Including cover sheet Breakdown with labor. 1 Main DC Power / Ground EleCCr cM Bus9 1 Key Ignition Control System 1 Pork Neutral Control System F' 1 Ught bar 1 Unkrol TN4 Siren controller i Intersection Stro4es nldden In lacw y lights 1 Cade-3 PS235 2 Ch. Strobe Power Supply 1 HeadWt Flasher and Relay Modi/acatlan 1 Sknn SCO14W Mounted Behind grill 1 spectra Radio Installsoon (CS) 1 MW-520 MDT Installation 2 Antennae Installed 1 Center console - 1 Trunk tray 3 Face plow to Console Other rauivrww.�t 1 Setina Cage and vn'th recessed Section 1 Gun kw* & rack 1 Rear Prisoner Seat 1 VMW system Installation 1 Ren-w Equlpmmnt from Existing vehicle 1 Mlsc. Farts and Materials L5 customer supplied PRICES ARE ftR vFHTm i 1SO.00 45.00 45.00 0.00 0.00 ISO.00 150.00 45.00 45.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 p.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 150.00 2.0 O.S 1.0 3.0 3.0 IA 1.0 1.0 1.0 4.0 4.0 1.0 0.5 0.5 0.3 1.0 1.4 2.0 3.0 0.0 0.0 71 00 270.01] .00 65.00 .00 BS.00 i1.00 120.00 .00 120.00 .00 40.00 .00 40.00 .00 40.00 .00 40.00 160.00 160.00 .00 20. .00 20. .00 20. .00 40. , 00 40. •00 40. 00 120. 00 0.1 00 150.1 vaicu/LUU4 u</:Ul r:A1L 323 581 7924 CITY OF VERNON + J LEHR �066 ' M/111/2094. 11:38 7146929410 911 VEHICLE PAGE 82 To: IT. STEVE TOWLES From: DAVxD NXELSE4t Compoar. YERNON P.D. Dail NM 7, 20041 323-563-5236 Phone O 323-5874%71 �116 Regarding: EQUIPMENT_ MODIFICATIONS (NEW PURCHASES) TO UPGRADE P.D. CAR' I 7l Number of Pages sent Indudirtg cmmr sheet i3rasitdown with Main DC Power/ Ground e1eet11cal suss 0.00 0.0 1 WIG/Wag 65.00 65.00 0.0 1 PBrk/k18 Mod. EMMencv LiahUrta and Shan padam 45.00 45.00 0.0 Y LED Trunk Warining tights R/B 66.00 172.00 0.0 4 h%ersecgon strobes hidden In fac nary llghm 24.75 99-00 0.0 1 St°be Power Supply 290.00 290.00 0.0 i Slmn Amp. 180K 425.00 425.00 0.0 2 Sinm Speaker Mounted Behind grill Radrios and Computo� 169.00 336.00 6.0 1 AAttnnaw Tnstdlled 21.00 21.00 0.0 I COMer console (Stewart Prod.) 375.00 375.00 0.0 1 Dual Cup Hoide (Stewart prod_) 95.00 95.00 0.0 ! . Trunk trey (Stewart Prod.) 355.00 355.00 0.0 3 Face plates to Console Other EOniament 19.50 58.50 4.0 1 Setkta Cage and with recessed Sscelon 43S.00 435.00 0.0 1 Flex Map Ught (Fed_ $lg.) 49.00 40.00 0.0 i Trunk eox/LW (Stewart prod.) 645.00 643.00 1 2 Dual Mlc. 13§.00 135.00 0.0 12 V. Amu, mugs 15.00 30.00 1 Sec Rear Door Pangs (Troy) 215.00 215.00 0.0 1 curt now (Sang Cruz) 9S.00 95.00 0.0 1 Tnrr* Dome light 3s.00 35.00 6.0 1 Gun lodc of rad (Santa Cruz) 365.00 365.00 0.0 1 Rear Pnsorser Seat (Laguna) 355.00 355,00 0.0 "All wnantiapated expenses per Unik not to arceed i500.00 per unit. 41"All Instaliationa to tones to the confturadon/fttethod treed in urHts #f81 & 82. CS = Customer supplied -- -- --MC93 AILL" PeR VEN2Cu TOTAL EXHIBIT III EXHIBIT B INSURANCE SCHEDULE 911 Vehicle 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 Bodily Injury Property Damage Hazards Each Person Each Accident Each Accident Automobile Liability Owned Automobile $ 500,000 $1,000,000 $ 500,000 Hired Automobile $ 500,000 $1,000,000 $ 500,000 Non Owned Automobile $ 500,000 $1 000 000 $ 500,000 Workers' Compensation $ Statutory Employers' Liability $1,000,000 per employer Il. Liabili General Liability - $1,000,000 $2,000,000 $1,000,000 Premises Operations $1,000,000 $2,000,000 $1,000,000 Independent Contractor $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.