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Resolution No. 8750 f.... , , ,. 1 2 3 RESOLUTION NO. 8750 4 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A PRODUCT PURCHASE CONTRACT BY AND BETWEEN THE CITY OF VERNON AND RENEW RESOURCES, INC. DBA RANGE SYSTEMS BY RENEW RESOURCES, INC. 5 6 7 WHEREAS, the Vernon Police Department has determined that it 8 needs to replace the existing side panels and overhead backdrop 9 materials in the Department's firing range that have been damaged by 10 years of wear and tear; and 11 WHEREAS, the Vernon Police Department has requested that the 12 City purchase 429 Acoustic Dura-Panels from Renew Resources, Inc. dba 13 Range Systems by Renew Resources, Inc. ("Range Systems") because of 14 their patented Acoustic Dura-Panels that are comprised of a rubber 15 formula that (i) absorbs up to 2000 rounds before replacement and 16 improves the professional appearance of the firing range; (ii) provides 17 ballistic protection for the walls of the firing range, thereby 18 eliminating the risk of ricochets and spatter from fragmentation and 19 enhancing officer safety; and (iii) provides excellent noise reduction; 20 and 21 WHEREAS, the acquisition of the Acoustic Dura-Panels would 22 improve the effectiveness of the Vernon Police Department's operation 23 and enhance the services provided to citizens, residents and businesses 24 within the Vernon community; and 25 WHEREAS, the Vernon Police Department selected Range Systems 26 to provide the firing range replacement materials based upon the fact 27 that Range Systems specializes in firing range products and believes 28 Range Systems to be the only vendor that can provide the necessary l~. . . .:[. 1 Acoustic Dura-Panels meeting the Police Department's specifications 2 and requirements; and 3 WHEREAS, on May 17, 2005, the Finance Committee considered 4 the recommendation of Bruce V. Malkenhorst, Director of Finance, dated 5 May 9, 2005, that the Acoustic Dura-Panels be purchased from Range 6 Systems; and 7 WHEREAS, the City Council of the City of Vernon has 8 determined that, pursuant to the provisions of subsection (a) of 9 Section 2.27 of the Vernon City Code, it is in the public interest and 10 necessity to enter into a contract with Range Systems for the purchase 11 of the Acoustic Dura-Panels to enhance services provided to the Vernon 12 community. 13 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 14 CITY OF VERNON AS FOLLOWS: 15 SECTION 1: The City Council of the City of Vernon hereby 16 finds and determines that the recitals contained hereinabove are true 17 and correct. 18 SECTION 2: The City Council of the City of Vernon hereby 19 approves the Product Purchase Contract with Range Systems, in 20 substantially the same form as the copy which is attached hereto as 21 Exhibit A and incorporated by reference. 22 SECTION 3: The City Council of the City of Vernon hereby 23 authorizes the Mayor to execute said Contract for, and on behalf of, 24 the City of Vernon and the City Clerk is hereby authorized to attest 25 thereto. 26 SECTION 4: The City Council of the City of Vernon hereby 27 directs the City Clerk, or his designee, to send one fully executed 28 Contract to: - 2 - . ,- . . ".'.. 1 2 3 Renew Resources, Inc. dba Range Systems by Renew Resources, Inc. Attn. Mitch Petrie 5121 Winnetka Avenue North New Hope, MN 55428 4 5 SECTION 5: The City Clerk of the City of Vernon shall 6 certify to the passage of this resolution, and thereupon and 7 thereafter the same shall be in full force and effect. 8 APPROVED AND ADOPTED this 18th day of May, 2005. 9 10 " ~~c~- EONIS C. MALBU G, May r 11 12 13 14 15 16 ATTEST: A-/~ BRUCE V. MALKENHORST, City Clerk 17 18 19 20 21 22 23 24 25 26 27 28 - 3 - . . , , 1 STATE OF CALIFORNIA 2 3 4 5 6 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. 7 8750, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Wednesday, May 18, 2005, and thereafter was duly signed by the Mayor of the City of 8 9 10 Vernon. A-../~ 11 BRUCE V. MALKENHORST, City Clerk 12 13 ( SEAL) 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 - 4 - EXHIBIT A .. '. .\ .~ PRODUCT PURCHASE CONTRACT THIS PRODUCT 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 18th day of May, 2005, 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 RENEW RESOURCES, INC. dba RANGE SYSTEMS BY RENEW RESOURCES, INC. (hereinafter referred to as "Range Systems") 5121 Winnetka Avenue North New Hope, MN 55428 RECITALS WHEREAS, the Vernon Police Department has determined that it needs to replace the existing side panel and .overhead backdrop materials in the Department's firing range that have been damaged by years of wear and tear with Acoustic Dura-Panels (hereinafter referred to as the "Dura-Panels"); and WHEREAS, Rarige Systems has prepared a proposal dated on or about March 2, 2005, (the "Proposal"), a copy of which is attached hereto as Exhibit "A" and incorporated herein by reference for the Dura-Panels; and WHEREAS, there are a limited number of companies that specialize in Dura-Panels for firing ranges and Range Systems has provided a bid at a competitive price; and WHEREAS, Range Systems represents that it is qualified and capable of furnishing the Dura- Panels 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 Range Systems to provide for the Dura-Panels, as defined below, on the terms and conditions set forth below. III III III 1 '. '. . . ". NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Purchase and Sale of the Dura-Panels. 1.1 Dura-Panels. Range Systems shall sell and deliver, and the City shall purchase the Dura- Panels 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 Delivery. Range Systems shall obtain, sell and deliver the Dura-Panels to the City of , Vernon, F.O.B. Job Site. Range Systems 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. 2. Time of Performance. Range Systems shall commence and complete the delivery of the Dura- Panels as follows: 2.1 Time Schedule. Range Systems shall begin to obtain the Dura-Panels upon the later of the full execution of this Contract and the City's issuance of a Purchase Order (the "Commencement Date"). . Range Systems shall complete delivery of the Dura-Panels no later than ten (10) days from the Commencement Date (the "Delivery Time"). Unless performance is excused, as set forth in Paragraph 2.2, Range Systems' failure to deliver the Dura-Panels 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 Range Systems for administrative or other costs or expenses; provided, however, that if the time for achieving delivery is materially 2 '. ". ". extended by reason of un conti oIl able force through no fault of Range Systems, Range Systems shall be entitled to an increase in the Contract Sum, but only in any amount equal to the increase in Range Systems' direct cost resulting from such delay. 3. Contract Sum. The purchase price for the Dura-Panels is a sum not to exceed sum of Twenty- Five Thousand Seven Hundred Forty Dollars and No Cents ($25,740.00), plus freight and any applicable taxes (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 and approval of the Dura-Panels and (b) the City's receipt of an invoice in a form reasonably acceptable to the City from Range Systems. Invoices shall contain an itemization of services rendered and other directly related job expenses and subcontract charges incurred by Range Systems and for which compensation is due. Range Systems shall be responsible for paying any subcontractors used in the performance ()fthis Agreement. Subcontractors shall not bill the City directly. Payment of the invoice shall be made after acceptance and approval by the City within thirty (30) days of receipt. The City's approval of the invoice shall not be unreasonably withheld. 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 ofthe 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 Range Systems if Rang~ Systems is in default of any of its obligations under this Contract; any portion of the Dura-Panels 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 Dura-Panels 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 ofthe Dura-Panels by the City shall constitute an acceptance of any Dura-Panels not in accordance with the terms of this Contract. 5. Range Systems' Representations. Warranties. and Covenants. 5.1 Capability. Range Systems represents to the City that it is qualified, willing, and able to obtain, sell, and deliver the Dura-Panels. 3 \ ". ". 5.2 Assignment of Warranties: Delivery of Documentation. Range Systems shall assign to the City at the time of the Dura-Panels delivery all manufacturers' warranties and Range Systems shall assemble and deliver to the City complete copies of all warranties, guaranties, and operating and maintenance data and all other documentation from all manufacturers pursuant to this Contract. 5.3 Compliance with Law. Range Systems shall strictly observe and comply with all applicable federal, state, and local laws, ordinances, and regulations governing the sale and delivery of the Dura- Panels, including, but not limited to any permit or license requirements of the United States Department of Commerce. 5.4 Authorizations. Range Systems is authorized to do business in California and properly licensed and registered by all governmental authorities having jurisdiction over it. 5.5 Title to City. Range Systems warrants that title to Dura-Panels will pass to the City either by incorporation in the construction or upon the receipt of payment by Range Systems, whichever occurs first, free and clear of all liens, claims, security interests or encumbrances, and that no seller of any Dura-Panels or any portion thereof will retain an interest therein or an encumbrance thereon. 5.6 Payments to Third Parties. Range Systems shall promptly pay all bills for labor and materials furnished by others in connection with this Contract. 5.7 Warranty. 5.7.1 Range Systems' Warranties. Range Systems warrants that all Dura-Panels will be new and free from defects in materials and workmanship, comply with the specifications 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 Dura-Panels 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 Range Systems or the City reveals that any portion of the Dura- Panels does not meet the City's specifications or the City identifies any defects in or damage to the Dura-Panels, Range Systems shall promptly repair or replace any defective Dura-Panels; 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 Dura-Panels from that vendor, and obtaining another vendor to provide that Dura-Panels. Range Systems 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 Dura-Panels, including any 4 .. ". '" and all damages caused to the City's existing equipment, storage and/or system and the Vernon Substation or the Malburg Project by the use of defective Dura-Panels provided by Range Systems 5.7.2 Manufacturers' Warranties. Range Systems shall obtain for the benefit of the City, and assign to the City, commercially reasonable manufacturers' warranties, which shall commence for a period often (10) years from the date the City receives the Dura-Panels under this Contract or the City's acceptance of the Dura-Panels being purchased hereunder, whichever occurs first. Range Systems shall assist the City in the enforcement of all such warranties. 5.7.3 . Warranty Period. Range Systems, 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) Dura-Panels rejected by the City as defective or as failing to conform to this Contract if reported to Range Systems within the Warranty Period. The Warranty Period shall be the period from the date of Dura-Panels being delivered hereunder or from the date of the City's acceptance of the Dura-Panels 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 condition. A new Warranty Period shall commence for replaced Dura-Panels on-the date the replacement was made. Range Systems' obligations hereunder shall include the obligation to repair any damage to other property caused by the defective Dura-Panels or the repair thereof. Range Systems 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 Dura-Panels found to be defective or not in accordance with this Contract, or (b) the correction of any such Dura-Panels. The foregoing representations, warranties, covenants, and agreements shall survive any termination of this Contract and [mal completion of the delivery of the Dura-Panels and are in addition to, and not in lieu of, any and all other liability imposed upon Range Systems by law with respect to Range Systems' duties, obligations and performance hereunder. 6. Indemnification. 6.1 Range Systems' Indemnity. To the fullest extent permitted by law, Range Systems 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, 5 .. ". 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 Range Systems or its employees or agents in the delivery of Dura-Panels 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 Range Systems' duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by Range Systems 6.2 Indemnity Process. The City shall notify Range Systems in writing of any suits, claims or demands covered by this indemnity. Promptly after receipt of such notice, Range Systems shall assume the defense of such claim with counsel reasonably satisfactory to City. If Range Systems 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 Range Systems 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 Range Systems Notwithstanding the above, ifthe 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. Range Systems 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 Cio/ reserves the right to make additions to or deletions from the Dura- Panels 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 Dura-Panels 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 Chief Executive Officer of the Light & Power Department. 6 .. '. .'. ". 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 Range Systems 8.2 Termination by City Without Cause. In the event of termination by the City without cause, Range Systems shall be compensated for all Dura-Panels 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 Range Systems directly attributable to termination which could not reasonably have been avoided and for which Range Systems 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. 8.3 Termination by the City for Cause or by Range Systems without Cause. If Range Systems breaches this Contract, the City shall notify Range Systems in writing of said breach and if Range Systems has not cured or begun reasonable efforts to cure within fifteen (15) 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 15th day following delivery of notice to Range Systems for cause. Range Systems shall be responsible for all direct and indirect costs due to the City's re-procurement of the equivalent of the Dura-Panels cancelled pursuant to this Paragraph 8.3. If this Contract is terminated by the City with cause, or terminated by Range Systems without cause, the City shall pay Range Systems for all Dura-Panels 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 Range Systems' default and for any reason described as ajustification 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 Of 8.3, as applicable, the City shall have no further duties, liabilities or obligations whatsoever under this Contract. Upon a termination of this Contract, except for its obligations under Paragraph 12.5 below, Range Systems 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, 11.5 and 11.11 shall survive the termination of this Contract. 7 '. .<. .'. later than the date that Range Systems has delivered all Dura-Panels to be delivered pursuant to this Contract. Range Systems hereby agrees that such Confidential Information and any documents provided may be used by Range Systems only as authorized by the City. 10.3 Court Ordered Disclosure. Range Systems 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. Range Systems 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 Range Systems' 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 Range Systems 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. Range Systems 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. II. 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 Arbitration. The parties agree that any and all disputes arising out of or in relation to this Agreement, including without limitation any action in tort, shall be resolved exclusively, finally and conclusively by arbitration in Los Angeles County, California under the auspices of aIid pursuant to the rules of the Judicial Arbitration & Mediation Services Inc. (JAMS). Each party will select an arbitrator. Those two 9 '. . .. ". arbitrators will then select a third. The three member panel will make the final decision. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision. The arbitration decision shall be final and binding on the parties. Notwithstanding the foregoing, the parties shall be permitted to access the court system to enforce any arbitration award or to obtain injunctive relief. The exclusive jurisdiction and venue for any such action shall be the Superior Court of California, Los Angeles County. 11.4 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 other party all costs and expenses, including all costs and reasonable attorneys' fees, in addition to any other remedy awarded by the court. 11.5 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. If there is any change in a party's address, that party shall give notice, in writing, to the other party indicating the address change within five (5) business days. CITY: THE CITY OF VERNON Attn: Bruce V. Malkenhorst City Administrator 4305 Santa Fe Avenue Vernon, CA 90058-0805 RENEW RESOURCES, INC. dba Range Systems 5121 Winnetka Avenue North New Hope, MN 55428 Attn: Mitch Petrie, Director of Law Enforcement Sales Range Systems: 11.6 Status of Range Systems At all times during the term of this Contract, Range Systems shall be an independent contractor. Except as the City may specify in writing, Range Systems shall have no 10 " . .. .. .l. ". authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent. Range Systems shall have no authority, expressed or implied, pursuant to this Contract to bind the City to any obligation whatsoever. 11.7 Insurance. Range Systems agrees to provide insurance in the amounts and forms specified in Exhibit B, which is attached hereto and incorporated by reference. Range Systems 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. Range Systems 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. Range Systems shall not permit a subcontractor or vendor to perform work on City premises unless and until a certificate of insurance is obtained showing that such subcontractor or vendor has worker's compensation coverage. Range Systems employs subcontractors as part of the services rendered, Range Systems' protective coverage is required. Range Systems may include all subcontractors as insureds under its own policy or sh~ll furnish separate insurance for each subcontractor, meeting the requirements set forth herein. 11.8 Assignment and Subcontracting Prohibited. No party to this Agreement may assign or subcontract any right or obligation pursuant to this Agreement except with the express written consent of the other party. Any other attempted or purported assignment of any right or obligation pursuant to this. Agreement shall be void and of no effect. 11.9 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 anyone 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. 11.10 Time of the Essence. Time is of the essence in the performance of this Contract. 11.11 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 " . .. '. '.. "" IN WITNESS WHEREOF, the parties have caused this Contract to be executed by and through their authorized officers on the date, month and year first written above. CITY OF VERNON By: LEONIS C. MALBURG, Mayor ATTEST: Bruce V. Malkenhorst, City Clerk APPROVED AS TO FORM Eric T. Fresch, City Attorney RENEW RESOURCES, INe. dba RANGE SYSTEMS By: Typed Name: Title: By: Typed Name: Title: 12 , . 1 . EXHIBIT A ," ~ .. RANGEl SYSTEMS BY R ENE W It E SOU R C E S. INC. Date: Wednesday, March 02, 2005 To: Vernon Police Department Steve Towles Phone: 323..587-5171 Fax: 323-826-1481 From: Range Systems Mitch Petrie Phone: 763-398-5505 Fax: 763-537-6657 Pages: Subject: Acoustic Dura-Panel Quote Captain Towles: As requested, here is your quote for Acoustic Dura-Panels: . 429 Panels @ $60/each . = Freight .= Total 100: $25,740 $ 1.900 $17,640 Price includes mastic adhesive (12 cases) but excludes installation. Please call with any questions. ." . ... .. ' J.. RANGE ~ SYSTEMS flY RENEW RESOURCES. INC. \ ' "'a ". Acoustic Dura-Panel (ADP) Installation: . . 1. Apply 3/8" bead of mastic adhesive in the following pattern to the rear of the ADP (beveled edge out): .-----.--....--..---,1 (., ~.'. . .- . I' "-""" /.,'-' i .'>_hh........,;.;;,'. I ,. -"... :.....'" \ : I 1/' ! I .' .. ) . I . , . . #.. - 'x'" -,-,./. i I ' .v, I ....'. ....._~..... 1./.' .,,; """'..,-, lL_ __,....:::.l OU'a-PaneI T -t 3/8" ~stIc SeGel 2. Starting from the lower left corner of the trap, apply ADP. Gently pull back ADP and re-apply. This allows for gases from the mastic to escape and ensures a strong bond. 3. Continue to apply the first row of ADPs by alternating the direction .of the lines in the ADP. 4. Move the second row of ADP. Use other ADPs to hold the first row of ADPs in position while the mastic dries and start with an ADP cut to 12" x 24". This ensures.the ADPs will be staggered during the installation which maximizes their acoustic abatement properties. Continue to install the entire second row then move to the third then fourth rows. The fifth row will require ADPs cut to l' x 2' to complete your 9' high wall. When complete~ wall section will look like this: I ,..,- I ,.. I' :r...._ I :.... :. .....0: "-f ;r .... J } ~ll .. I >, ' .. ...;... 5121 Winnetka Aveue North,. New Hope" MN 55428 ~ Phone 888-999-1217" Fax 763-537-6657 .. ; .-. __.w_ ._...___ _..__..... \ 1 ..... .... Acoustic Dura-PanelTM Acoustk Dura-Panels offer balhstk protedion for the walls of your range, while providing the best noise protection available. The unique channeled finish of each acoustical p..1 disrupts sound wave pattems aDowing for quick .sslpation and elimination of gunfire aoise. Comments Ship via: UPS or common carrier Dimensions Standard Acoustic Dura-PClleI size: Ribbed 1-5/8" to 2" x 24" x 24" Weight 34lbs. (1-5/8" to 2" x 24" x 24" panel, no steel) Assembly Easl1y installs or factory insIoIafion available Warranty .. One year wananty .. Free of manufacturing defeds (1 yr.) SiD WI __.,.,... fI.".,MIs, WI......... "".."",...","'.... tI "*_..__. 1.888.999. 1217 1.763.53 .6657 FAX www.shootingrangeproducts.com GSA#: GS-07F-Q 139K RANGE" SYSTEMS "y Rftr.;'F.W RF:-.llllkl:f:-., INt: .-..--:;- , . > .... ~. --- SYSTEMS BY RENeW RESOUR.CES. INC. Range Systems Acoustical Dura-PaneP'M Researd1: Range Systems, in its continued effort to provide the safest shooting range and training environment available. has developed a product called the Acoustical Dw'aMPane(l'Y, that can be integrated into any new or existing shooting ninge environment Range Systems Patented Acoustical Dura-PaneJTM was designed and tested for its ability to abate sound and decrease the dangerous noise impact experienced on gun ranges - with dnnnatic resuhs. Through statistically sound research. Range SyStems has found the product to be exceptionally effective in decreasing sound; while still maintaining its original ability to oncapsulate rounds eliminating the conccm for ricochet, airborne lead. or splatter. (Please see attacbed Jq)Ort for method. equipment and results) Results: Sound generated by all objec:ts. including Jirearma. is measumd in Hertz. Fireanns generally register between 1,000 to 4,000 Hertz when fired. understanding the lWUority generate between 2,000 to 4,000 Hertz. Range Systems Acoustical Panel demonstrated the following results: . Absorbed 10% of all sound at t,()()() (Hz) . Absorbed 95% of all sound at 2,000 (Hz) . Absorbed 115% of all sound at 4,000 (Hz) (Note: 100010 absorption of sound is considered perfect. The data showing 115% absorption al4.000 (Hz) is due to the product design being 3-dimcnsiooal. The design of the aC>>USticalpanel protrudes vertically allowing for this exceptional ped'ormancc) In comparing Range Systems Acoustical Dura-PanelTM to other sur.fa<:es common to shooting ranges, again, the results are outstanding: (please see attached published standards for Absorption Coefficients for additional item comparisoos) Coefficients (Hz) Conaro1e Block Conante moalc Coacroto FIOCII" Plywood - 3Ir' RImp...... CuIno PaiAtIMI A__I ~~~.,..., 1,000 .29 .07 .02 .09 ,70 2,000 .39 .09 .02 .10 .95 4.000 .25 .08 .02 .11 t.15. Another look at the data shows Range Systems Acoustical Dura-Pancl'fN to provide: . Approximately 1000/0 greater sound abatement (noise reduction) than poured concrete. . Between 85% to over 1000/. greater sound abatement (noise reduction) than plywood. . 90% greater sound aba~ (noise Rlduction) than coarse concrete blocks at 4,000 (Hz)111 Should you have any questions regarding this research, please contact Range Systems at 1-(888) 999-1211 or visit our website at www.f8nee-sytems.com. .,..~ "'-.. EXHIBIT B....'.' '.. .,...... ..,). .<1'. EXHIBIT B . \ 1.1.1i"~. .... .\.." &-- INSURANCE SCHEDULE Range Systems 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 Bodilv Iniury Property Damage EachPerson Each Accident Each Accident Automobile Liability Owned Automobiles Hired Automobiles Non-Owned Automobiles Workers' Compensation Employers' Liability $ 500,000 $ 500,000 $ 500.000 $ Statutory $1.000.000 ver employer II. Liability General Liability Premises Operations Independent Contractor Products - Completed Operations Contractual Liability Umbrella Liability $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1.000.000 $2.000.000 $1,000,000 $1,000,000 $1.000.000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $2.000.000 $2.000.000 $ 500,000 $ 500,000 $ 500.000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1.000.000 $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 riotice 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" SUPPORTING DOCUMENTS PRODUCT PURCHASE CONTRACT THIS PRODUCT 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 ofthis 18th day of May, 2005, 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 RENEW RESOURCES, INC. dba RANGE SYSTEMS BY RENEW RESOURCES, INC. (hereinafter referred to as "Range Systems") 5121 Winnetka Avenue North New Hope, MN 55428 RECITALS WHEREAS, the Vernon Police Department has determined that it needs to replace the existing side panel and overhead backdrop materials in the Department's firing range that have been damaged by years of wear and tear with Acoustic Dura-Panels (herein~fter referred to as the "Dura-Panels"); and WHEREAS, Range Systems has prepared a proposal dated on or about March 2,2005, (the "Proposal"), a copy of which is attached hereto as Exhibit "A" and incorporated herein by reference for the Dura-Panels; and WHEREAS, there are a limited number of companies that specialize in Dura-Panels for firing ranges and Range Systems has provided a bid at a competitive price; and WHEREAS, Range Systems represents that it is qualified and capable of furnishing the Dura- Panels 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 Range Systems to provide for the Dura-Panels, as defined below, on the terms and conditions set forth below. 1// 1// 1// 1 NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Purcbase and Sale of the Dura-Panels. 1.1 Dura-Panels. Range Systems shall sell and deliver, and the City shall purchase the Dura- Panels 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 Delivery. Range Systems shall obtain, sell and deliver the Dura-Panels to the City of . ' Vernon, F.O.B. Job Site. Range Systems is responsible for all costs offull freight, including insurance, to Job Site. Risk of loss shall pass to the City upon delivery F.O.B. Job Site. 2. Time of Performance. Range Systems shall commence and complete the delivery of the Dura- Panels as follows: 2.1 Time Schedule. Range Systems shall begin to obtain the Dura-Panels upon the later of' the full execution of this Contract and the City's issuance of a Purchase Order (the "Commencement Date"). Range Systems shall complete delivery of the Dura-Panels no later than ten (10) clays from the Commencement Date (the "Delivery Time"). Unless performance is excused, as set forth in Paragraph 2.2, Range Systems' failure to deliver the Dura-Panels 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 clays 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 Range Systems for administrative or other costs or expenses; provided, however, that ifthe time for achieving delivery is materially 2 extended by reason of uncontrollable force through no fault of Range Systems, Range Systems shall be entitled to an increase in the Contract Sum, but only in any amount equal to the increase in Range Systems' direct cost resulting from such delay. 3. Contract Sum. The purchase price for the Dura-Panels is a sum not to exceed sum of Twenty- Five Thousand Seven Hundred Forty Dollars and No Cents ($25,740.00), plus freight and any applicable taxes (the "Contract Sum"). 4. Payment Terms. 4.1 Payment. One hundredpercent(1 00%). of the Contract Sum shall be paid within thirty (30) days after (a) the City's receipt and approval of the Dura-Panels and (b) the City's receipt of an invoice in a form reasonably acceptable to the City from Range Systems. Invoices shall contain an itemization of services rendered and other directly related job expenses and subcontract charges incurred by Range Systems and for which compensation is due. Range Systems shall be responsible for paying any subcontractors used in the performance of this Agreement. Subcontractors shall not bill the City directly. Payment of the invoice shall be made after acceptance and approval by the City within'thirty (30) days of receipt. The City's approval of the invoice shall not be unreasonably withheld. 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 Range Systems if Range Systems is in default of any of its obligations under this Contract; any portion of the Dura-Panels 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 Dura-Panels that is acceptable to the City); or the conditions required for payment as set forth in Paragraph 4. I above have not been satisfied. 4.4 Payment is Not Acceptance. Neither payment by the City nor use of the Dura-Panels by the City shall constitute an acceptance of any Dura-Panels not in accordance with the terms of this Contract. 5. Range Systems' Representations. Warranties. and Covenants. 5.1 Capability. Range Systems represents to the City that it is qualified, willing, and able to obtain, sell, and deliver the Dura-Panels. 3 5.4 Authorizations. Range Systems is authorized to do business in California and properly licensed and registered by all governmental authorities having jurisdiction over it. 5.5 Title to City. Range Systems warrants that title to Dura-Panels will pass to the City either by incorporation in the construction or upon the receipt of payment by Range Systems, whichever occurs first, free and clear of all liens, claims, security interests or encumbrances, and that no seller of any Dura-Panels or any portion thereof will retain an interest therein or an encumbrance thereon. , 5.6 Payments to Third Parties. Range Systems shall promptly pay all bills for labor and materials furnished by others in connection with this Contract. 5.7 Warranty. 5.7.1 Range Systems' Warranties. Range Systems warrants that all Dura-Panels will be new and free from defects in materials and workmanship, comply with the specifications 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 Dura-Panels 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 Range Systems or the City reveals that any portion of the Dura- Panels does not meet the City's specifications or the City identifies any defects in or damage to the Dura-Panels, Range Systems shall promptly repair or replace any defective Dura-Panels; 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 Dura-Panels from that vendor, and obtaining another vendor to provide that Dura-Panels. '-.Raftge 8yst8Hl8 shall pe feg~9DBi8le fer all sWeet ana iRdireGt G9StB tltilt may be inSYR'e<l Py the - -eit} iB eenae~tioB with thc. lej~",liol1 culdlor rep1arp.ment nf dama~ed or deferti,,~ ~ Panels, iRslw1ing any 4 ..aud all J-(ul1<lo~i) 68ti58et fa tfte City's 8KistiBgeqttiplftent, staFBg8 and/or E:ystcm alld the \l't;mull Sub3tatiEIA. or ~~ ~J' $i~ j 5.7.2 Manufacturers' Warranties. Range Systems shall obtain for the benefit of the Ci ~ign to the City, commercially reasonable manufacturers' warranties, which shall commence for a I period often ~yeafJ( from the date the City receives the Dura-Panels under this Contract or the City's acceptance of the Dura-Panels being purchased hereun(ler; whichever occurs first. Range Systems shall assist the City in the enforcement of all such warranties. 5.73 Warranty Period. Range Systems, 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) Dura-Panels rejected by the City as defective or as failing to conform to this Contract if reported to Range Systems within the Warranty Period. The Warranty Period shall be the period from the date of Dura-Panels being delivered hereunder or from the date of the City's acceptance of the Dura-Panels 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 condition. Anew Warranty Period shall commence for replaced Dura-Panels on the date the replacement was made. Rimg~ 8y:stcuC)' oblioations hef8\Ulder saaH- -iftelaQe the obligation te Fe~air :.my damage te etfter ~FefJefty eall~...iI h}r the defectiue Th:mI. Panels Of the; f8t>ait'- -thereof.- Range Sy:stem:s shall iudbllmify the Ci~:ti;gm and Relet tHe Ci~y ftat:mleE:s agaillg.ta~ aIld all claima;- liabilities, li\.iu~, da...1Agt.,s, lasses, cOEts, ana Hf)8BSeS, ifte1udi~ l~(li)uuab1e auomeys' fi:;t;:s <lud all "Ol:!tl:! o-f-1 Qefpnl:!e', arisiftg eat of 01 Idatluo (4) to a..~J sueh. DDFa PBftels fetifta te he de:feetive af aot in. aeeerElanee '.':ita U; v 1 !.tw(f~ Sy~S t1H. CtlB1fIlc~ Of (bllhc ouuecdlm ofany .ud'D......I'...eJ.. 1 ~ The foregoing representations, warranties, covenants, and a~ents shall survive any termination of this Contract and final completion of the delivery of the Dura-Panels and are in addition to, and not in lieu of, any and all other liability imposed upon Range Systems by law with respect to Range Systems' duties, obligations and performance hereUnder. 6. Indemnification. 6.1 Range Systems' Indemnity. To the fullest extent permitted by law, Range Systems 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, 5 fin~s, 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 Range Systems or its employees or agents in the delivery of Dura-Panels 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 Range Systems' duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by Range Systems 62 Indemnity Process. The City shall notify Range Systems in writing of any suits, claims or demands covered by this indemnity. Promptly after receipt of such notice, Range Systems shall assume the defense of such claim with counsel reasonably satisfactory to City. If Range Systems 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 Range Systems 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 accoUIlt and at the expense of Range Systems 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. Range Systems 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 Dura- Panels 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 Dura-Panels 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 Chief Executive Officer of the Light & Power Department. 6 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 Range Systems 8.2 Termination by City Without Cause. In the event of termination by the City without cause, Range Systems shall be compensated for all Dura-Panels 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 Range Systems directly attributable to, termin.ation which could not reasonably have been avoided and for which Range Systems 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. 8.3 Termination by the City for Cause or by Range Systems without Cause. If Range Systems breaches this Contract, the City shall notify Range Systems in writing of said breach and if Range Systems has not cured or begun reasonable efforts to cure within fifteen (IS) calendar days of delivery of said notice, and fail~ to diligently pursue corrective action, the City shall have the right to cancel this Contract on the 15th day following delivery of notice to Range Systems for cause. Range Systems shall be respOnsible for all direct'and indirect costs due to the City's re-procurement of the equivalent of the Dura-Panels cancelled pursuant to this Paragraph 8.3. If this Contract is terminated by the City with cause, or terminated by Range Systems without cause, the City shall pay Range Systems for all Dura-Panels 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 Range Systems' default and for any reason described as ajustification 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 duties, liabilities or obligations whatsoever under this Contract. Upon a termination of this Contract, except for its obligations under Paragraph 12.5 below, Range Systems 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, 11.5 and 11.11 shall survive the termination of this Contract. 7 8.5 Delivery of Work Product and Documentation. Within three (3) business days after any termination of this Contract, Range Systems 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 Range Systems or a party engaged by Range Systems; provided, however, that solely for its internal auditing purposes, Range Systems may, at its sole expense, make and retain copies of Work Product materials, subject to the confidentiality provisions of Paragraph 10. Range Systems 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 Range Systems' duties and activities hereunder. 9 . Work Product. All [mished or unfinished documents, plans, designs, drawings, data, databases, studies, surveys, maps, models, photographs, reports and other materials, in whatever fonn or medium, prepared by or for Range Systems, its officers, employees, agents in the course of performing the obtaining, delivering, and selling to the City the Dura-Panels 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 Range Systems or to any other party. Work Product materials shall be delivered to City by Range Systems as they are generated. 10. Confidential Information. 10.1 Access to Confidential Information. The City may provide Range Systems or allow Range Systems 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 Range Systems 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, Range Systems 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. Range Systems 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 8 later than the date that Range Systems has delivered all Dura-Panels to be delivered pursuant to this Contract. Range Systems hereby agrees that such Confidential Information and any documents provided may be used by Range Systems only as authorized by the City. 10.3 Court Ordered Disclosure. Range Systems 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. Range Systems 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 Range Systems' 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 Range Systems 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. Range Systems 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. II. 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 ihe parties. Il.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 Arbitration. The parties agree that any and all disputes arising out of or in relation to this Agreement, including without limitation any action in tort, shall be resolved exclusively, finally and conclusively by arbitration in Los Angeles County, California under the auspices of arid pursuant to the rules of the Judicial Arbitration & Mediation Services Inc. (JAMS). Each party wiilselect an arbitrator. Those two 9 arbitrators will then select a third. The three member panel will make the final decision. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision. The arbitration decision shall be final and binding on the parties. Notwithstanding the foregoing, the parties shall be permitted to access the court system to enforce any arbitration award or to obtain injunctive relief. The exclusive jurisdiction and venue for any such action shall be the Superior Court of California, Los Angeles County. 11.4 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 ill this Contract, whether 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. 11.5 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. If there is any change in a party's address, that party shall give notice, in writing, to the other party indicating the address change within five (5) business days. CITY: THE CITY OF VERNON Attn: Bruce V.Malkenhorst City Administrator 4305 Santa Fe Avenue Vernon, CA 90058-0805 RENEW RESOURCES, INC. dba Range Systems 5121 Winnetka Avenue North New Hope, MN 55428 Attn: Mitch Petrie, Director of Law Enforcement Sales Range Systems: 11.6 Status of Range Systems At all times during the term of this Contract, Range Systems shall be an independent contractor. Except as the City may specify in writing, Range Systems shall have no 10 authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent. Range Systems shall have no authority, expressed or implied, pursuant to this Contract to bind the City to any obligation whatsoever. 11.7 Insurance. Range Systems agrees to provide insurance in the amounts and forms specified in Exhibit B, which is attached hereto and incorporated by reference. Range Systems 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. Range Systems 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. Range Systems shall not permit a subcontractor or vendor to perform work on City premises unless and until a certificate of insurance is obtained showing that such subcontractor or vendor has worker's compensation coverage. Range Systems employs subcontractors as part of the services rendered, Range Systems' protective coverage is required. Range Systems may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the .requirements set forth herein. 11.8 Assignment and Subcontracting Prohibited. No party to this Agreement may assign or subcontract any right or obligation pursuant to this Agreement except with the express written consent of the other party. Any other attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. 11.9 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 anyone 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. 11.10 Time of the Essence. Time is of the essence in the performance of this Contract. 11.11 Rights. and Remedies. The City's rights and remedies under the Contract are cumulative with and in addition to all other legal and equitable ri~ts and remedies which the City may have under applicable law. 11 IN WITNESS WHEREOF, the parties have caused this Contract to be executed by and through their authorized officers on the date, month and year first written above. CITY OF VERNON ATIEST: By: ~cp:...~/ . .......- LEgNIS C. MAL G, Ma , or Bruce V. Malkenhorst, City Clerk RENEW RESOURCES, INC. dba RANGE SYSTEMS By: ft;~ - , - Typed Name: Sr6~ ~ T~r Title: tl/U:!' ~J"I"'~T By: TypedName: '" 'TCH~U-.J: PerRlc Title: D r R € C TCJ R-... 12 .' .RANGE ~ SYSTEMS w 5 Y R ENE W RES 0 U R C E S. INC. Date: Wednesday, March 02, 2005 To: Vernon Police Department Steve Towles Phone: 323-587-5171 Fax: 323-826-1481 From: Range Systems Mitch Petrie Phone: 763-398-5505 Fax: 763-537-6657 Pages: Subject: Acoustic Dura-Panel Quote Captain Towles: As requested, here iI your quote for Acoustic Du....Panels: . 429 Panels @ $60/eacll . = Freight .= Total ..... $25,740 S 1.900 $27,640 Price includes mastic adh~ive (12 cases) but excludes iDStaB_tioD. Please call with any questions. UNGE~ SYSTEMS R Y R ENE W RES 0 U R C E S. INC. Acoustic Dura-Panel (ADP) Installation: ' 1. Apply 3/8" bead of mastic adhesive in the fOllowing pattern to the rear of the ADP (beveled edge out): 11 ..._ .RIU~1 l"' /. . '-'... ../ I 3/fr'~8cod I ~';""- .....--x~/., I ' ;;., '..,~'\ : Dura-PlIOdT -. I (":>:~} ! I '><:' ''''~./'' I ~,./,",../ ~---"'-.... ""-. , / - , ", ~.....:::.I 2., Starting from the lower left corner of the trap, apply ADP. Gently pull back ADP and re-apply. This allows for gases from the mastic to escape and ensures a strong bond. 3. Continue to apply the first row of ADPs by alternating the direction .of the lines in the ADP. 4. Move the second row of ADP. Use other ADPs to hold the first row of ADPs in position while the mastic dries and start with an ADP cut to 12" x 24". This ensures. the ADPs will be ' staggered during the installation which maximizes their acoustic abatement properties. Continue to instaUthe entire second row then move to the third then fourth rows. The fifth row will require ADPs cut to l' x 2' to complete your 9' high wall. When complete~ wall section will look like this: f "..- I u' I' :r...._ J :.... t' ..2".-:,.-t ;r .n ~ ~ +- 1 I ... .. 5121 Winnetka Aveue NOItb~ New Hope ~ MN 55428 ~ Phone 8ss-999-1217 .. ,Fax 763-537-6657 Acoustic Dura-Paner' Aalustic Dura-Panels ,offer WIstk protedlon 'or tile walls of your I'IIIIge, while provNlag the Hst noise protection.".... TIle ... ch.neIed finish of .... 8COISticaI panel tlsrupts souncI wne patterns aIIowfag fer quick tIssfatIoa .. eIiniuatIan of .... aoise. Comments Ship via: UPS or common carrier Dimensions Standard Ac:ousIic: Dura-PaneI size: Ribbed J -5/8- to 2- x 24- x 24- Weight 341bs. (I-Sir to r x 24- x 24- panel, 110 steel) Assembly Easily instaiIs .. fac:tmy ilslalafiOR available Warranty .. Chae y.- WUI'I'mdy .. Free of IIlGIIUfachIiIg defeds (J yr.) .. It...,,.,,,,.,,, _ tI_,.... It...... ...",.,....,,,,,... tI..... _..... 1.888.999. 1217 1.763.537.6657 FAX www.shootingrelngeproducts.com GSA#: GS~07F~O 139K RANGE'" SYSTEMS "y kFt.;F.W IIlf:-'Olfl-'~F;o... INI:. --- SYSTEMS BY RENEW RESOUR.CES. tNC. Range Systems Acoustical Dura-PaneJ'l'N Research: Range Systems. in its continued effort to provide the safest shootiDg range and training onvironmen1 available. has dc:Yeloped a product called the Acoustical DuraooPanePM, tbat can be integrated into any new or existing shooting range enviro~ Range Systems Patented Acoustioal Dtua-PancJTN was designed and tested for its abili1y to abate sound and decrease the dangerous noise impact experienced on gun ranges - with dramatic results. Through statistically sound rescarcb. Range Systems bas found the product to be exceptionally ctJective in decreasing sound; while 8IiIl maintaining its original ability to ~IWe rounds climinating the conc;cm for ricochet. airborne lead. or splatter. (Please see attached report for method, equipment and results) Results: Sound geoorated by all objects. inchvlh\g Jirearms, is me8SlIRld in Hertz. Firearms gcnc:raIly register between 1,000 to 4,000 Hcrtzwbell fired. understanding the _ority generate between 2,000 to 4.000 Hertz. Range Systems Acoustical Panel demonstrated the following results: . Absorbed 70% of all sound at 1,()()() (Hz) · Absorbed 95% of all sound at 2,000 (Hz) · Absorbed 115~ orall sound at 4,000 (Hz) (Note: 100% absorption of sound is considered perfect. The data showing 115% absolption 814,000 (Hz) is due to the pt'Oduct design being 3-c1imcnsiooal The dcsisn of the aoousti<:a1 panel protrudes vertically allowing for this exceptional performance) In comparing Range Systoms Acousticai Dura-PanefI'M to othet "I~ common to shooting ranses. again. the results are outstanding: (Please see attached published standatds for Absorption Coefficients Cor additional item comparisons) Coefficients (Hz) ConarotI Block. CoaanlCe BIoaIc Coalnto FIoar PIpoocI-3Ir ."..a".... eo.no PaIAW AM fJtllt~ P-.I 1,000 .29 .07 .02 .09 .78 i,OOO .39 .09 .02 .10 .95 4000 .25 .08 .02 .11 1.t5 Another look at the data sbows Range Systems Acoustical Dwa-PanefI'N to provide: . Approximately 100% greater sound abatement (noise reductioll) than poured concrete. . Between 85% to over 100% greater sound abatement (noise reduction) than plyWood. . 90% greater sound abaliemeat (noise reduction) than coarse concrete blocks at 4,000 (Hz)111 Should you have any questions regarcting this research. please contact Range Systems at 1-(888) 999-1217 or visit our wcbsitc at www.l1Ulae-svtems.com. EXHffiIT B , . INSURANCE SCHEDULE Range Systems 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 Each Person Each Accident Each Accident Hazards Automobile Liability Owned Automobiles Hired Automobiles Non-Owned Automobiles Workers' Comvensation Employers' Liability , $ 500,000 $ 500,000 $ 500.000 $ Statutory $1.000.000 per employer II. Liability General Liability Premises Operations Independent Contractor Products - Completed Operations Contractual Liability Umbrella Liability $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1.000.000 $2.000.000 $1,000,000 $1,000,000 $1.000.000 $2,000,000 $2,000,000 _ $2,000,000 $2,000,000 $2.000.000 $2.000.000 $ 500,000 $ 500,000 $ 500.000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1.000.000 $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: I. 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"