Resolution No. 90511
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RESOLUTION NO. 9051
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN EQUIPMENT PURCHASE AND SERVICES.AGREEMENT BY AND
BETWEEN THE CITY OF VERNON AND SUPER TRAP, INC. FOR
VERNON POLICE DEPARTMENT INDOOR RIFLE RANGE UPGRADE
WHEREAS, the Vernon Police Department has determined that it
needs to upgrade its indoor backstop rifle range (the `Firing Range
Upgrade") because the current 1995 backstop is not rifle -rated and
Ilunable to accommodate the arsenal of weapons used by the Department;
11 and
WHEREAS, the Police Department has determined that the best
product for current and future needs is an open-faced, angled, granular
backstop because it is specifically designed to allow for a wider
variety of weapons to be used, and backsplatter is eliminated because
of the way in which the granular material is exposed and positioned
within the trap; and
WHEREAS, the Vernon Police Department has requested that the
City purchase the Firing Range Upgrade from Super Trap, Inc. ("Super
Trap") because it believes Super Trap to be the only vendor that can
provide the necessary Firing Range Upgrade that meets the Department's
requirements in that Super Trap uses a patented Gel -core technology
that uses a treatment of granular materials with a coating that
eliminates lead contamination and exposure to officers training down-
range, prevents ricochets, minimizes lead fragmentation, traps dust
particles associated with range activities and minimizes maintenance
1
costs and the downtime associated with servicing the backstop; and
WHEREAS, the acquisition of the Firing Range Upgrade would
1 improve the effectiveness of the Vernon Police Department's operation
2 and enhance the services provided to citizens, residents and businesses
3 within the Vernon community; and
4 WHEREAS, the City Council of the City of Vernon has
5 determined that, pursuant to the provisions of subsection (a) of
6 Section 2.27 of the Vernon City Code, it is in the public interest and
7 necessity to enter into a contract with Super Trap for the purchase of
8 the Firing Range Upgrade to enhance services provided to the Vernon
9 community.
10 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
11 CITY OF VERNON AS FOLLOWS:
12 SECTION 1: The City Council of the City of Vernon hereby
13 finds and determines that the recitals contained hereinabove are true
14 and correct.
15 SECTION 2: The City Council of the City of Vernon hereby
16 approves the Equipment Purchase and Services Agreement with Super
17 Trap, in substantially the same form as the copy which is attached
18 hereto as Exhibit A and incorporated by reference.
19 SECTION 3: The City Council of the City of Vernon hereby
20 authorizes the Mayor to execute said Agreement for, and on behalf of,
21 the City of Vernon and the Acting City Clerk is hereby authorized to
22 attest thereto.
23_ SECTION 4: The City Council of the City of Vernon hereby
24 directs the Acting City Clerk, or his designee, to send one fully
25 executed Agreement to:
26 Super Trap, Inc.
Attn. Jeffrey Peiten
27 1601 Commerce St.
28 Corona, CA 92880
- 2 -
I SECTION 5: The Acting City Clerk of the City.of Vernon
2 shall certify to the passage of this resolution, and thereupon and
3 thereafter the same shall be in full force and effect.
4 APPROVED AND ADOPTED this 24th day of May, 2006.
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6
LEON
7IS C. MA BURG, Mayor
ATTEST:
8
9 BRUC VJMMA KENHORST, JR.
Acti Clerk
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1 STATE OF CALIFORNIA )
2 ) ss
COUNTY OF LOS ANGELES )
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4 I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City of
5 Vernon, do hereby certify that the foregoing Resolution, being
6 Resolution No. 9051, was duly adopted by the City Council of the City
7 of Vernon at a regular meeting of the City Council duly held on
8 Wednesday, May 24, 2006, and thereafter was duly signed by the Mayor of
9 the City of Vernon.
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(SEAL)
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BRU V MALKENHORST, JR.
Act ng ity Clerk
- 4 -
EXHIBIT A
EQUIPMENT PURCHASE AND SERVICES AGREEMENT
THIS AGREEMENT 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 24`h day of May, 2006, in the City of Vernon, County of Los Angeles, California
BY AND BETWEEN THE CITY OF VERNON, a municipal
corporation, hereinafter
referred to as the "City,"
4305 Santa Fe Avenue
Vernon, California 90058
AND SUPER TRAP, INC., hereinafter referred as
"Super Trap,"
1601 Commerce St.
Corona, CA 92880
RECITALS
WHEREAS, the City's Police Department has determined that it needs upgrade
its indoor backstop firing range as the current backstop is not rifle -rated, and unable to
accommodate the arsenal. of weapons used by the department (hereinafter collectively referred to
as the "Firing Range Upgrade"); and
WHEREAS, the purchase of the Firing Range Upgrade will improve the
effectiveness of the Police Department's operation and enhance the services provided to citizens,
residents and businesses within the Vernon community; and
WHEREAS, the Police Department has determined that Super Trap's range is the
only range that uses a patented Gel -core technology that uses a treatment of granular materials
with a coating that eliminates lead contamination and exposure to officers training down -range,
prevents ricochets, minimizes lead fragmentation, traps dust particles associated with range
activities and minimizes maintenance costs and the downtime associated with servicing the
backstop; and
WHEREAS, Super Trap submitted a proposal for the purchase of the Firing
Range Upgrade and services for installation, training and support dated February 28, 2006, as
updated April 25, 2006 (hereinafter the "Proposal"), a copy of which is attached hereto as
Exhibit A and incorporated by reference; and
WHEREAS, the Proposal includes a description of the equipment and services to
be performed by Super Trap and the attendant costs; and
WHEREAS, Super Trap has advised the City that it is qualified and capable of
providing the Firing Range Upgrade and services described in Exhibit A, 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 Super Trap to
provide for the purchase and delivery of the Firing Range Upgrade and the labor to install the
equipment and provide the necessary training and support.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1.0 Purchase and Sale of the Firing Range Upgrade and Scope of Services
1.1 Super Trap agrees to sell, deliver and install the Firing Range Upgrade, provide
training and support services, and the City agrees to purchase the Firing Range Upgrade and
services as identified in Exhibit A.
1.2 Delivery. Super Trap shall obtain and sell and deliver the Firing Range Upgrade
at the City of Vernon, F.O.B. Job Site. Super Trap 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.
It is understood and agreed that in the event of a conflict between the Proposal and this
Agreement, the terms of the Agreement shall prevail.
2.0 Time of Performance
The performance of Super Trap shall commence upon the signing of the Agreement by
both parties and shall end when Super Trap has completed the work according to the Proposal,
unless the Agreement is otherwise terminated or extended upon written agreement of both parties
to this Agreement. Delivery is ,expected to be completed no later than forty-five (45) days from
the issuance of City's purchase order. Completion of the services to be performed by Super Trap
is expected to be no later than sixty (60) days.
3.0 Contract Price
As full and complete compensation to Super Trap for the timely, proper and complete
performance of all obligations relating to this Agreement, City shall pay Super Trap, subject to
the additions and deletions expressly provided for in this Agreement, the Contract Price set forth
in Exhibit B.
4.0 Notices
All notices, approvals, consents and other communications between the parties shall be in
writing, and shall be sent by fax or by certified mail (return receipt requested) to the respective
addresses set forth below, or at such other address as may be furnished by either party to the
other in writing.
2
Super Trap, Inc.
Attn: Jeffrey Peiten
1601 Commerce St.
Corona, CA 92880
Fax: 951-736-9450
Telephone: 951-736-9440
5.0 Law and Arbitration
City — City of Vernon, California
Attn: Bruce V. Malkenhorst, Jr.
Acting City Clerk
4305 Santa Fe Avenue
Vernon, California 90058
Fax: 323-826-1438
Telephone: 323-583-8811 ext 260
This Agreement shall be governed by the laws of the State of California. 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 and pursuant to the rules of the Judicial
Arbitration & Mediation Services Inc. (JAMS). Each party will select an arbitrator. Those two
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. Any and all
contracts between Super Trap and any subcontractor shall include the same arbitration clause.
6.0 Entire Agreement
This Agreement shall be comprised of these signed business terms (Business Terms),
together with Exhibit A — The Proposal; Exhibit B — Compensation and Payment; Exhibit C -
Insurance; Exhibit D — General Provisions; and Exhibit E — Change Orders, which are all
attached. In the event of conflict between this Agreement and any of the exhibits, this
Agreement shall prevail. In the event of conflict between exhibits, the exhibits shall be
prioritized in the following order: Exhibit D first, then Exhibits C, B, A and E. This agreement is
the entire agreement of the parties, and supersedes all prior written and/or verbal
communications, proposals, notices of award, negotiations, understandings and agreements,
whether written or verbal, between the parties with respect to the subject matter dealt with -in this
Agreement. Super Trap expressly waives all claims for compensation based upon quantum
merit, implied contract or oral contract. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, verbally or otherwise, have been made by
any party, or anyone acting on behalf of any party, which are 'not embodied in this Agreement,
and that no other agreement, statement or promise not contained in this Agreement or a
subsequent amendment or change order shall be valid or binding. No amendment or change in
the provisions of this Agreement shall be made, except in a formal written amendment signed by
a corporate officer of Super Trap and City, or in a written change order. Each party represents
and warrants that it has read and fully familiarized itself with this Agreement, and that such party
has been fully authorized to sign this Agreement.
/U
%//
3
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by and through their authorized officers on the date, month and year first written above.
Super Trap, Inc. City of Vernon
Name:
Title:
Date:
Name:
Title:
Date:
Name: Leonis C. Malburg, Mayor
Date:.
ATTEST:
Bruce V. Malkenhorst, Jr.
Acting City Clerk
APPROVED AS TO FORM:
Eric T. Fresch, City Attorney
n
au
EXHIBIT A
-----Original Message -----
From: Jeff [mailto:jeff@supertrap.com]
Sent: Tuesday, April 25, 2006 10:10 AM
To: Nickens, Debbie
Subject: Re: Read: Super Trap indoor Backstop Range Proposal dated
2/28/06
Importance: High
Debbie,
The Super Trap, Inc. ("STI") Proposal prepared for the Vernon Police Department, dated
2.28.2006, shall remain valid for an additional 60 calendar days from today's date,
4.25.2006. Taxes have not been added to the proposal total as indicated in Schedule -A,
line item No. 8.
Pleases contact me if you have any further questions.
Respectfully Submitted,
1
Jeff Peiten
Super Trap, Inc.
----- Original Message -----
From.: "Nickens, Debbie" <DNickens@ci.vernon.ca.us>
To: "Jeff" <jeff@supertrap.com>
Sent: Tuesday, April 25, 2006 9:53 AM
Subject: RE: Read: Super Trap Indoor Backstop Range Proposal dated 2/28/06
Please be advised that the City of Vernon is not tax exempt, with a sales
tax rate of 8.25%.
-----Original message -----
From: Jeff [mail to: jeff@supertrap.com]
9ent:.Tuesday, April 25, 2006 9:51 AM
Po: Nickens, Debbie
1
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Tactical Shooting Ranges
6 Equipment
February 28, 2006
City of Vernon Police Department
Captain Steven M. Towles
4305 Santa Fe Ave.
Vernon, CA 90058
RE: Bid and Scope Letter - Vernon Police Department
Indoor Rifle Range Upgrade
Captain Towles,
Super Trap, Inc. (STI) is pleased to provide the Vernon Police Department ("the
Owner") with the following quotation for Materials and Installation of the Indoor
Backstop Range Upgrade. STI is proposing to provide one (1) Gel-Cor"m Rifle Range
Backstop, ELIxIRTm Lead Immobilizer, Hopper Baffle and Ballistic Rubber Media specified in
the attached documents. (See 6rh/b/tA for mare detad5, pricing andactual offering)
STI will perform the following for the Indoor Firing Range:
o 24' wide Indoor Firing Range Backstop, installed to the following
specification
1. Gel-CorTm Ballistic Rubber Media
2. Structural Steel Support Infrastructure
3. System. Hopper Baffle 3/8" AR 500 — Rifle Rated
4. ELIxIRTm Lead Immobilizer
5. Installation and Shipping
Note: Removal of the existing backstop will be the responsibility of the Owner.
A Super Trap® Gel-Corrm Bullet Trap system is fully rifle capable to
accommodate .50 Caliber BMG. This bullet trap design facilitates close
range shooting.
The Gel-CorTM infrastructure and design is comprised of "Green" materials that eliminate
lead contamination, minimize future maintenance costs and downtime, and provide for a
safe ballistic environment. STI is the only range backstop manufacture that can back its
lead prevention claims by third party, nationally accredited laboratory research.
This bullet trap system will incorporate several patented and patent pending safety
features and would also provide the Customer with the most environmentally safe bullet
containment system available today. It prevents ricochets, minimizes lead fragmentation,
traps dust and neutralizes lead hazards.
This proposal has been calculated for a direct purchase between STI and the City of
Vernon. The budgetary total does not include any additional fees or charges that are
typically applied by a General Contractor (GC) to subcontracted portions of work. In this
Super Trap, Inc. ® PH: 951-736-9440 ® FX: 951-736-9450
1601 Commerce Street Eta Corona, CA 92980 a info@supeaTap.com ® CA License #: 800347
VG/GO/ VO 1L: V4 rn� aaiiaoy•tuv aVr[}ri inter ■��i.�yy
CITY OF VERNON POLICE DEPARTMENT
Scope of Work and Quote Offer
Indoor Firing Range
Page 2 of 4
specific situation, a GC would add approximately 20%-30% in fees to the STI subcontract
amount, thereby increasing the overall cost to the Owner. Furthermore, "Hold Harmless
agreements" that GC's typically require of all subcontractors usually outweigh any
perceived benefits the Owner may expect to get by contracting through GC's for projects
of this scope and magnitude.
STI takes pride in the fact that we have never Initiated a change order. Value added
engineering and consultation provided by STI has, in the past, either saved customers
money and/or improved the initial equipment stated in the original plans and
specifications.
Materials and Equipment Overview:
The range backstop will consist of a steel 10-gauge frame system, the hopper deflection
baffle and ballistic rubber media. The steel frame and the AR500 hopper baffle will be
shop primed and touched up at the jobsite with a premium corrosion resistant paint. The
ballistic rubber media will lie loose atop the support structure and the media will be free of
steel belting material and 99.991% free of fiber, Including nylon. The "hopper" baffle
included in the Gel-CorTm bullet trap comes as a standard component of the Gel-CorTM
indoor firing range system. However, should the owner prefer not to include it, the overall
price would be reduced by the amount listed In Schedule A.
Labor & Training Overview:
STI personnel will, at the time of Installation, train all available range personnel in the
proper care and maintenance of our containment system and the mining procedure. The
backstop will be capable of handling all conventional ammunition up to and including .50
BMG from the 25-yard line and up to .46.0 Weatherby from point blank distances.
EXCLUSIONS & NOTICES:
Scope of Work
STI's scope of work includes only those items listed in Schedule A below. STI will not be
responsible for the removal of the existing vertical granulated rubber trap system.
Term of Offer & Delivery
STI can offer the pricing listing in this scope of work and quote offer for sixty (60) days
from the date of this offer.
STI can deliver the stated materials and equipment within ninety (90) dayss from receipt of
a purchase order and subject to removal of the existing range system.
Additional Expenses
STI carries a $2,000,000 general liability insurance policy with $1,000,000 each
occurrence. STI will provide proof of insurance upon request. Customer will incur
additional standard costs for any additional insurance certificates other than the standard
accord certificate.
This offer by STI does not Include any taxes, bonds, permits, licenses or other costs
associated with the project or the related materials and equipment offered herein.
Rights of Ownership
Any and all plans, drawings, specifications, design documents, contracts, agreements,
computer files or email supplied by STI shall remain the property of STI. The General
Contractor, its consultants, affiliates or other related parties shall not use, disseminate,
UZ/48/UO 1Z:UD CAA via1/30kf4-bU 0"rux l'KAr Amu y--jttU4
CITY OF VERNON POLICE DEPARTMENT
Scope of Worm and Quote Offer
Indoor Firing Range
Page 3 of 4
duplicate, reproduce, in whole or in part, without the prior expressed written consent of
STI.
This scope letter and quote offer contains information proprietary to STI and confidential
information between STI and the Owner. The disclosure or reproduction of it, in whole or
In part, is strictly prohibited without the prior expressed written consent of STI.
Follow -Up Agreements
Approved and final plans and building specifications need to be provided to STI prior to
installation of the items Fisted in Schedule A that follows.
As a company local to the Vernon Police Department, STI can address your future needs
in a timely and efficient manner that may arise with usage, maintenance and performance
issues regarding the Super Trap indoor range backstop.
If you have any questions, please give me a call at (951) 736-9440. We look forward to
working with you on this project and are confident that the Vernon Police Department and
the City of Vernon will be highly satisfied with this most advanced and environmentally
beneficial shooting range technology.
SlGerely,
7e�Piten
Super Trap, Inc.
uzi,zni vd >_z: u5 VAA aoi istsa4av Z)UJ'nK 'A'KAV AIVI: vva
CITY OF VERNON POLICE DEPARTMENT
Scope of Work and Quote Offer
Indoor Firing Range
Page 4 of 4
SCHEDULE A
AMOUNT
($)
#
ITEMS PROVIDED BY SUPER TRAP, INC.
1.
Gel-CorTm Bullet Trap System
Included
Firing Range backstop capable of handling up to .50 Caliber BMG
and consisting of.•
❑ Range Backstop
Width: 24' wide, Height: 9' tall
Mild Steel Frame System and Baffle will be Shop Primed
❑ Recycled Rubber Media, Ballistic
Two (2) feet of Gel-CorTm ballistic rubber media treated with
ELIxIRTM. Rubber media is 100% free of steel chording, and
99.9% free of all rayon, cotton polyester (by weight)
2.
3/8" AR 500.. Steel Hopper Deflection Baffle
Included
❑ Capacity of approx 30 cubic feet of ballistic rubber media in
($4,260)
reserve per four 4 foot wide shooting lane
3.
Rental Equipment FOB Job Site
Included
4.
Installation •
Included
5.
hipping FOB Job Site
Included
6.
Extended Five (5) Year Warranty
Included
❑ Covers materialsproduct and installation
7..
Removal of Existing Backstop and Baffle System
Not
Included
8. Taxes, Bonds, Permits, Licenses, Additional Insurance
Not
Requirements or Other Costs
Included
o . Related to this specific job and scope of work
I (A) ESTIMATE TOTAL $41,284.00 1
9 Mobilization Cost Reduction Deduct
a Deduct If. Vernon PD mobilizes approx 26,400 Ibs of ballistic $2,3ZO.00
rubber media into range facility between firing line and range
backstop area; STI will deliver 530 bags (50 ibs per bag) of
rubber media to a ground level site near access points to the
ran facilit riot to transfer down to range facility
(8) ESTIMATE TOTAL $38,964.00
If Vernon PD mobilizes ballistic rubber media into range facility
O1/49s/06 12. 52 FAX 9517369450 SIJPHR 'TRAP fNC (I 00.4
CITY OF VERNON POLICE DEPARTMENT
Scope of Work and Quote Offer
Indoor Firing Range
Page 3 of 4
duplicate, reproduce, in whole or in part, without the prior expressed written consent of
STI.
This scope letter and quote offer contains information proprietary to STI and confidential
information between STI and the Owner. The disclosure or reproduction of It, in whole or
in part, is strictly prohibited without the prior expressed written consent of STI.
Follow -Up Agreements
Approved and final plans and building specifications need to be provided to STI prior to
installation of the items listed in. Schedule A that follows.
As a company local to the Vernon Police Department, STI can address your future needs
in a timely and efficient manner that may arise with usage, maintenance and performance
issues regarding the Super Trap indoor range backstop.
If you have any questions, please give me a call at (951) 736-9440. We look forward to
working with you on this project and are confident that the Vernon Police Department and
the City of Vernon will be highly satisfied with this most advanced and environmentally
beneficial shooting range technology.
Si erely,
Jeffrey Pe
iten
Super Trap, Inc.
Y
Ex:I IBIT B
EXHIBIT B
Compensation and Payment
1.0 Contract Price.
1.1 Not to Exceed Value
As Compensation for Super Trap's delivery of the equipment and performance of
the services in accordance with the terms and conditions of this Agreement, City
shall pay Super Trap a maximum contract price of Forty -One Thousand Two
Hundred Eighty -Four Dollars and No Cents ($41,284.00) plus tax (the "Contract
Price"). The actual amount will be based on the amount required to furnish the
equipment and perform the services, billed in accordance with Super Trap's
Proposal attached as Exhibit A.
1.2 Entire Compensation
Except as provided below in Exhibit D, the Contract Price is full and complete
compensation, and constitutes the entire compensation due Super Trap for the
equipment and services and any and all of Super Trap's obligations hereunder,
regardless of difficulty, unforeseen circumstances, hours worked or equipment,
materials or personnel required. The Contract Price includes without limitation
compensation for all applicable taxes, freight, customs duties, fees, overheads,
profit, travel time to and from the Work Site and all other direct and indirect costs
incurred or to be incurred by Super Trap hereunder, except as noted in Section 1.0
of the Agreement. The Contract Price set forth above and the rates set forth in
any attachment incorporated into this exhibit are not subject to escalation for any
reason. No adjustments in compensation shall be made as a result of changes in
the value of any currency. The Contract Price shall only be adjusted by a formal,
written Change Order or amendment to this Agreement.
2.0 Compensation for Changes
The compensation due Super Trap, or the credit due City, for "Changes" (as that term is
defined in Exhibit D) may not be established verbally, and shall be established in a
written change order signed by City as described in Exhibit E. Compensation
adjustments in each such change order shall be established by one or more of the
following bases, as determined by City: (a) a lump sum price to be negotiated between
the parties; or (b) on a time and materials basis based on employee rates established in
Exhibit A, or (c) such lower rates as are otherwise agreed in the applicable Change Order.
Once established, the amount of the compensation due Super Trap or credit due City for a
change shall not be subject to adjustment for any reason, including changes in the value
of any currency.
3.0 Invoicing and Payment
Super Trap shall submit invoices acceptable to City, and City shall make payment to
Super Trap in accordance with the terms set forth in Exhibit D.
IM
Payment of the invoices shall be made after acceptance and approval by City within 30
days of receipt. Super Trap shall be responsible for paying any subcontractors used in the
performance of this Agreement. Subcontractors shall not bill the City directly.
- End of Exhibit B -
EXHIBIT C
EXHIBIT C
Insurance
Super Trap and its Subcontractor (s), if any, shall, prior to commencement of any work and for
the duration of this Agreement, obtain and maintain at its own expense, those minimum levels of
insurance coverage as set forth below.
The insurance coverage as listed herein, shall be properly endorsed to include those contractual
obligations which may be identified further within this Agreement and shall be endorsed to
provide City and Owner all the rights and privileges of an additional insured.
Super Trap shall cause its insurers to issue Certificates of Insurance or, upon request, certified
copies of the insurance policies evidencing that the coverages and policy endorsements required
under this Agreement, are maintained in force.
Super Trap shall ensure its Subcontractor (s), if any, maintain those insurance requirements as
specified in this Schedule C and are endorsed as additional insured(s) on all required Super Trap'
insurance coverages. Super Trap and its Subcontractor (s), if any, shall maintain in effect the
following minimum insurance coverages on an Occurrence Form Policy:
A. Workers Compensation within the statutory limits and, if necessary, Longshoremen and
Harbor Workers and Jones Act, including occupational illness or disease coverage in
accordance with the laws of the nation, state, territory, or province exercising jurisdiction
over the Employees. Workers Compensation and Employers Liability Insurance shall
have a minimum limit of $1,000,000 per occurrence.
B. Comprehensive General Liability Insurance, including, but not limited to, Contractual
Liability, Products and Completed Operations Liability, Broad Form Property Damage
and Bodily Injury Liability, and Explosion, Collapse and Underground Liability, with a
minimum combined single limit of $1,000,000 per occurrence.
C. Comprehensive Automobile Insurance, including, but not limited to, all owned, non -
owned or hired vehicles with a minimum combined single limit of $1,000,000 per
occurrence for bodily injury and property damage.
D. Umbrella Liability Insurance with limits of $2,000,000. Such evidence of insurance can
either by through the primary insurance coverages or through an excess liability policy.
Such insurance shall at all times be on an occurrence form and provide policy conditions
as broad as those required in the primary insurance.
- End of Exhibit C -
C- 1
EXHIBIT D
EXHIBIT D
General Conditions
1.0 Definitions and Responsibilities
1.1 Definitions
Whenever used in the Agreement of which these General Provisions are a part,
the following terms shall mean:
a. "Agreement" shall mean that formally executed Agreement or Contract which
includes the Contract Documents to which this Exhibit D is attached. The
Agreement constitutes the entire agreement between the parties relating to its
subject matter.
b. "Super Trap" shall mean Super Trap, Inc. and where applicable, its affiliated
companies, directors, officers, employees, agents and representatives.
c. "Contract Documents" shall include any inquiry, invitation to bid, or proposal
which may have, but not necessarily, preceded execution of the Agreement, the
General Provisions and all exhibits and schedules attached to the Agreement and
all plans and specifications identified in the Contract Documents.
d. "Contract Price" shall have the meaning given it in Section 3.1.
e. "City" shall mean the entity which has executed the Agreement and, where
applicable, its affiliated companies, and its officers, directors, employees,
representatives and agents.
f. "General Provisions" or "General Conditions" shall mean these General
Conditions of this Exhibit D.
g. "Equipment" shall mean the equipment identified in Exhibit A.
h. "Owner" shall mean City of Vernon, California, and where applicable, their
affiliated companies, directors, officers, employees, agents, and representatives.
i. "Premises" shall mean the physical premises under City's and/or Owner's
control or ownership where work hereunder is to be performed.
j. "Proprietary Information" shall mean all information, whether written or oral,
which Super Trap acquires from, through or on behalf of City, directly or
indirectly, or which arises out of the work, concerning the work or proprietary
processes involved in the work including, without limitation, information
concerning past, present or future business plans of City, information about the
operations of City's Premises, and other City information or know-how obtained
during the Work, except information falling into any of the following categories:
D-1
(1) Information which, at the time of disclosure hereunder, is in the public
domain;
(2) Information which, after disclosure hereunder, enters the public
domain, except where such entry is the result of Super Trap' or any entity
within Super Trap' control or breach of this Agreement;
(3) Information which prior to disclosure hereunder, was already in Super
Trap' possession without limitation regarding disclosure to others; or
(4) Information which subsequent to disclosure hereunder, is obtained by
Super Trap from a third party who is lawfully in possession of such
information and not subject to a contractual or fiduciary relationship to
City with respect to said information and who does not require Super Trap
to agree to refrain from disclosing such information to others.
k. "Subcontractor(s) " shall mean any first or lower -tier Subcontractor(s) and its
employees, representatives, agents, Subcontractor(s) or other personnel who have
been approved in the manner required by the Agreement.
1. "Work" or "Services" shall mean the work performed by Super Trap and
required to be performed from time to time by City under the Agreement.
1.2 City's and Super Trap's Representations
Super Trap and City represents that it has read and understands the Agreement
and Contract Documents. Super Trap represents it understands the Owner's
regulations concerning premises access, badges, parking, security, safety, fire,
prohibited drugs and alcohol, and smoking and other rules, and that Super Trap
has visited the Premises where the Work is to be done and is familiar with the
local conditions under which it is to be done. Super Trap also represents that it is
experienced in providing the equipment and in performing and competent, and
qualified to perform the kind of tasks or assignments included in the Work and
employs or has available for employment in sufficient numbers all unskilled,
skilled, administrative, supervisory, professional and managerial or other
personnel required to perform the Work as required by the Agreement.
1.3 Representatives of the Parties
At all times while Work is being performed on the Premises each party shall be
represented thereon by a designated representative. Each party may notify the
other in writing of the identity of such persons from time to time.
2.0 Scope of Work: Division of Responsibility
2.1 Description of the Work
A description of the Work is set forth in this Agreement and the attachments
thereto. City may at any time, by written change order by City's authorized
D-2
representative identified in the Agreement, make changes only to extend the work
duration and total compensation of Super Trap's work. Changes in the scope of
work, or duties and obligations, shall be authorized only by the City.
2.2 Super Trap's Responsibilities
Unless otherwise specified in the Agreement, Super Trap shall furnish the
equipment and perform the duties as outlined in the Agreement between the Super
Trap and the City.
2.3 Work Injury
The treatment and care of injuries sustained by Super Trap's employees,
Subcontractor(s), representatives or other personnel shall be and remain the
responsibility of Super Trap. City's and/or Owner's first aid facilities, if any,
however, will be made available to Super Trap's employees in emergency cases
which are the direct result of accidents occurring.on the Premises. City shall
incur no liability for, and Super Trap hereby agrees to indemnify Owner against,
any causes of action, claim, liability or costs, including attorneys' fees, arising in
whole or part out of the furnishing of such first aid facilities or assistance to Super
Trap's employees, Subcontractor(s), representatives or other personnel, or out of
the failure to furnish such facilities or assistance.
3.0 Compensation and Payment
3.1 Contract Price
The compensation set forth or provided for in the Agreement is the Contract
Price. Whether it expressly provides for the reimbursement of costs incurred by
Super Trap or simply for the payment of a lump sum of money, it is intended to
be the full and complete payment for satisfactory delivery of the equipment and
completion of the Work and, unless otherwise stated, to cover all costs whether
for materials, equipment, tools, labor, services, freight and taxes and all overhead,
rentals and profit or fee, if any.
3.2 Reimbursables and Other Expenses
Expenses may only be billed if advance written approval has been obtained from
the City Administrator.
3.3 Terms of Payment
Super Trap shall be entitled to receive payment for materials on delivery and the
balance due at the completion of Work. Super Trap shall submit progress
payment requests, prepared in accordance with City requirements, upon
completion of the Work. City will make payment to Super Trap within thirty (30)
days after acceptance and approval of the invoice received from Super Trap.
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3.4 Records, Inspection and Audit
During the course of the equipment being furnished and the Work being
performed, Super Trap and any of its Subcontractor(s), shall maintain and retain,
not less than three years after completion thereof, complete and accurate records
of the Super Trap's costs which are chargeable to City under this Agreement.
City or its designated, authorized representatives, shall have the right during this
three year period, upon written reasonable notice, to inspect and audit those
records. Such records to be maintained and retained by the Super Trap shall
include: (a) payroll record accounting for the total time distribution of the Super
Trap's employees working full or part time on the Work (to permit tracing to
payrolls and related tax returns) as well as canceled checks or signed receipts for
payroll payments in cash; (b) invoices for purchases, receiving and issuing
documents, and all the other unit -inventory records for the Super Trap's stores
stock or capital items; (c) paid invoices and canceled checks for material
purchased and for the Subcontractors) and any other third -parties' charges; and
(d) any other documentation City deems necessary to support costs and charges
under this Agreement.
3.5 Corporate Conduct
Super Trap, its employees, agents or representatives shall not offer or give to an
officer, official, or employee of City or Owner, gifts, entertainment, payments,
loans or other gratuities to influence the award of a contract or obtain favorable
treatment under a contract.
4.0 Termination of Contract
4.1 Non -Default Termination
City, at its sole discretion, may terminate this Contract upon fifteen (15) days
written Notice to Super Trap and such termination shall be effective in the manner
specified in such Notice and shall be without prejudice to any claim that either
party may have against the other.
4.2 Termination Payment
In the event of any such termination, in full and complete settlement for the
equipment furnished and termination of the Work, City shall pay Super Trap for
the equipment and services performed prior to the date of delivery of the
termination notice, plus compensation for (i) necessary equipment furnished and
work performed during the notice period and authorized in the termination notice,
and (ii) all costs reasonably and necessarily incurred by Super Trap directly
attributable to termination which could not reasonably have been avoided and for
which Super Trap 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. In no event shall total payment
exceed the Contract Price.
4.3 Loss of Profits
In the event of any termination of this Contract or reduction in equipment or
scope of the Work, Super Trap shall not be entitled to damages for loss of profits
for the unexecuted portion of the equipment and Work or any other damages
because of such termination or reduction.
5.0 General provisions
5.1 Independent Contractor
Super Trap shall be an independent contractor with respect to all the services to be
performed hereunder and shall have responsibility for and control over the details
and means for performing the Work. Neither Super Trap nor any of those
employed in furnishing such services shall be deemed the agents, representatives,
employees or servants of City. Super Trap shall have complete and sole control
over its employees, the details of the services and the methods by which the
services are accomplished, it being understood that City is interested only in the
results to be obtained by Super Trap.
5.2 Insurance
Super Trap agrees to provide insurance in the amounts and forms specified in
Exhibit C, which is attached hereto and incorporated by reference. Super Trap
shall submit to the City documentation indicating compliance with these
minimum requirements no less than one (1) day prior to the beginning of
performance under this Agreement. Super Trap shall not commence performance
of its work under this Agreement until the above insurance has been obtained and
proof of insurance has been filed with and approved by the City.
Super Trap' 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. If Super Trap
employs subcontractors as part of the services rendered, Super Trap' protective
coverage is required. Super Trap may include all subcontractors as insureds
under its own policy or shall furnish separate insurance for each subcontractor,
meeting the requirements set forth herein.
5.3 Standard of Care
Super Trap agrees that all services provided will be conducted by the principal
and competent staff members, if any, under the supervision of the principal, and
that services will be performed and rendered diligently. Super Trap represents
that it has, or shall secure, at its own expense, all personnel required to perform
Super Trap's services under this Agreement, but at all times shall be responsible
for the services of such personnel. Super Trap may not employ any
subcontractor(s) without the prior written approval of the City.
D-5
5.4 Indemnification
Super Trap's Indemnity. To the fullest extent permitted by law, Super Trap 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 Super Trap or its employees or agents under this Agreement, 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 Agreement. The obligations in this Paragraph are in
addition to Super Trap' duty to provide insurance and shall not be limited by any
limitation on the amount or type of insurance coverage carried by Super Trap.
Indemnity Process. The City shall notify Super Trap in writing of any suits,
claims or demands covered by this indemnity. Promptly after receipt of such
notice, Super Trap shall assume the defense of such claim with counsel
reasonably satisfactory to City. If Super Trap 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 Super Trap 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 Super Trap. 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. Super Trap 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.
5.5 Treatment of Confidential and Proprietary Information
a. For ten years after the effective date of this Agreement, Super Trap shall
refrain from using any Confidential or Proprietary Information except in
connection with the Work or from disclosing it to any third party other than to
employees of Super Trap who require it in performance of the Work and except to
such other third persons as City may otherwise authorize in writing. If disclosure
to such an employee or other third person is so authorized, Super Trap shall enter
into with said party, a confidentiality agreement containing provisions with
respect to use and disclosure of Proprietary Information substantially the same as
those contained in this General Condition.
r
b. Super Trap shall take reasonable precautions to safeguard any documents
containing Proprietary Information which City may supply to Super Trap
hereunder. Super Trap may copy, in whole or part, such documents to the extent
necessary for the performance of the Work and Super Trap shall return to City
upon the completion of the Work or request by City all such documents and
copies.
c. Except as expressly permitted by prior written consent of the City, Super Trap
and/or its subcontractors shall not disclose, permit the disclosure of, release,
disseminate, or transfer, whether orally or by any other means, any part of such
Confidential Information to any other person or entity, without the express prior
written consent of an authorized representative of the City. Super Trap and/or its
subcontractors shall return any written Confidential Information and all copies
made of such items to the City upon the City's written request, but in any event
not later than the date that Super Trap has delivered all equipment and performed
all Work to be performed pursuant to this Agreement. Super Trap hereby agrees
that such Confidential Information and any documents provided may be used by
Super Trap and/or its subcontractors, only as authorized by the City. Super Trap
shall include a provision in its agreements with subcontractors that binds the
subcontractors to this non -disclosure requirement.
5.6 Compliance with City's and Owner's Regulations
Super Trap shall observe, and shall cause its Subcontractor(s) and the employees
of each of them to observe, all of City's and Owner's regulations as they may be
revised from time to time concerning the safety and security of persons and
property, housekeeping and Premises or plant work hours.
5.7 Compliance with Authority
Super Trap shall comply with all laws, regulations, executive orders and other
applicable requirements of any governmental agencies having jurisdiction
including the Fair Labor Standards Act, the Occupational Safety and Health Act
and all those relating in any way to employment practices and protection of the
environment. Super Trap shall not discriminate against any employee or any
applicant for employment for reasons of race, color, creed, sex, age or national
origin.
Super Trap shall make timely payment of all employment taxes and of all social
security and other contributions of every kind required to be made with respect to
or measure by the wages and salaries of persons employed by Super Trap.
Super Trap shall indemnify City and Owner against, and hold City and Owner
harmless from, any liability or loss including liability or loss from fines or
penalties arising out of Super Trap' failure to perform the obligations imposed
upon it by this section.
D - 7
5.8 Assignments and Subcontractors
Super Trap's rights under this Agreement may not be assigned nor may its duties
be delegated or subcontracted without the prior written consent of City. Any
assignment or delegation or subcontract in violation of this section shall, at City's
discretion, be void. Consent by City shall_ not relieve Super Trap of responsibility
for performance of Super Trap' obligations hereunder. City may assign all or any
part of this Agreement at any time effective immediately upon written notification
to Super Trap.
5.9 Waiver
The waiver by either party of a breach or default by the other party shall not be
deemed a waiver of any different or later breach; nor shall any delay or omission
by either party to exercise any right it may have hereunder operate as a waiver of
any breach or default or of such right.
5.10 Applicable Law
This Agreement shall be governed by and construed under the laws of the State of
California.
5.11 Captions
The captions used in this Agreement are for convenience only and shall in no way
define, limit or describe the scope or intent of this Agreement or any part thereof.
5.12 Notices
All notices required or permitted hereunder shall be in writing and shall be
delivered to the entity or person identified in the Contract Documents under
Notices. Notice sent by properly addressed mail, certified or registered with
return receipt requested and postage prepaid; shall be effective three days after
deposit in the mail or when received, whichever is earlier. Notice sent by
facsimile, telegraph, telex or cable and confirmed by copy thereof sent by
registered or certified mail shall be effective upon the date of such facsimile,
telegraph, telex or cable. Notices sent in any other manner shall be effective only
if and when received.
5.13 Entire Agreement
The Agreement, and the attached Exhibits, constitute the entire Agreement by the
parties and it may not be altered, amended or changed without a duly executed
document by all parties.
5.14 Attorneys' Fees
In the event a dispute, claim or litigation arises regarding this Agreement, the
prevailing party shall be entitled to reimbursement for reasonable attorneys' fees
and actual costs.
5.15 Changes in the Work
City may make "Changes" by increasing, reducing or deviating from the
requirements of the equipment or scope of Work. A form of Change Order is set
forth in Exhibit E attached hereto and incorporated by reference.
5.16 Forum
Any dispute related to this Agreement shall be adjudicated in a state court serving
the County of Los Angeles, California.
5.17 Force Majeure
Neither party shall be considered to be in default in any of its obligations under
this Agreement when a failure of performance shall be due to an uncontrollable
force. The term "uncontrollable force" shall mean any cause beyond the control
of the party affected, including, but not restricted to, flood, earthquake, storm,
fire, lightening, epidemic, war, riot, civil disturbance or disobedience, federal,
state, or municipal action, statute, ordinance, or regulation, embargoes of the
United States Government or any other government, which by exercise of due
diligence such party could not reasonably have been expected to avoid and by
exercise of due diligence has been unable to overcome. Either party rendered
unable to fulfill any of its obligations under this Agreement by reason of an
uncontrollable force shall give written notice within five (5) business days of such
fact to the other party and shall exercise due diligence to remove such inability
with all reasonable dispatch.
5.18 Warranty
Super Trap warrants that all equipment 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 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 Super Trap 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, Super Trap 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. Super Star shall be responsible for all direct and indirect costs that
may be incurred by the City in connection with the rejection and/or replacement
of damaged or defective equipment, including any and all damages caused to the
e
City's existing equipment, storage and/or system by the use of defective
equipment provided by Super Trap.
Manufacturers' Warranties. Super Trap shall obtain for the benefit of the City,
and assign to the City, commercially reasonable manufacturers' warranties,
specifically, Super Trap shall provide an extended (5) year warranty covering
materials, product and installation. All manufacturers' warranties, any warranties
typically provided by Super Trap and any other warranties made applicable by
law shall apply to the City's purchase of the Firing Range Upgrade. Warranties
shall commence from the date the City receives the equipment under this contract
or the City's acceptance of the equipment being purchased hereunder, whichever
occurs first. Super Trap shall assist the City in the enforcement of all such
warranties.
Warranty Period. Super Trap, 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 Super Trap within the Warranty Period. The Warranty
Period shall commence from the date equipment delivered 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 condition. A new
Warranty Period shall commence for replaced Equipment on the date the
replacement was made. Super Trap's obligations hereunder shall include the
obligation to repair any damage to other property caused by the defective
equipment or the repair thereof. Super Trap 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 Super Trap by law with respect to Super Trap's duties, obligations
and performance hereunder.
- End of Exhibit D -
D-10
EXHIBIT E
EXHIBIT E
Form Chan a Order
CHANGE
Contract Number:
Change Number:
The requirements of the above designated Agreement are changed as follows:
City and Super Trap agree that Super Trap's compensation shall be adjusted as follows:
City and Super Trap agree that Super Trap's schedule shall be adjusted as follows:
This adjustment covers the entire compensation for the Change set forth above and includes, but
is not limited to compensation for all engineering, material, equipment, subcontracts, labor,
overhead, profit, changes in scheduling and delays resulting, directly or indirectly, from the
Change, as further detailed in the Agreement.
Super Trap (Super Trap, Inc.) City (City of Vernon, California)
By By
Date Date
E-1
INSTRUCTIONS TO SUPER TRAP
Contract Number:
Instruction to Super Trap Number:
Date:
Specific Instructions to Super Trap:
In accordance with the Terms and Conditions of the Agreement, the City classifies these
instructions as:
Supplementary instructions, not involving a Change
(Should these instructions be, in the opinion of Super Trap, a "Change", written notice thereof
must be given to City within 10 days of the receipt of these instructions. If such written notice is
given, Super Trap shall not commence with the work so ordered until written agreement is
reached on the classification of these instructions and on the resulting adjustment in contract
compensation, if any.) In the event that City and Super Trap fail to agree on the classification of
these instructions or resulting adjustment in contract compensation, if any, refer to the Changes
Section of the Agreement.
A Change
(Super Trap shall, within 10 days of the receipt of these instructions, furnish City a statement of
its proposal for adjustment in contract compensation occasioned hereby. Super Trap shall not
commence with the work so ordered until written agreement is reached on the resulting
adjustment in contract compensation, if any.) In the event that City and Super Trap fail to agree
on the classification of these instructions or resulting adjustments in contract compensation, if
any, refer to the Changes Sections of the Agreement.
City Representative
Please acknowledge receipt of this instruction by returning one copy signed in the space
provided below. Super Trap's signature hereon does not indicate his acceptance of the
classification assigned hereto by City.
Super Trap's Representative
- End of Exhibit E -
Date
Date
E-2
elm'ZIDIMIne
DATE: August 22, 2006
TO: Nelly Giron
Deputy City Clerk
FROM: Willard G. Yamaguchi
Chief Deputy City Attorney/Acting Risk Manager J1
RE: Super Trap, Inc.
Please be advised that the above referenced has provided
acceptable insurance coverage.
Attached for your retention are original insurance certificates
and related policies, declarations and/or endorsements for the
above -referenced insured that were issued by:
• James River Insurance Company (General Liability)
• Lincoln General Insurance Co (Automobile Liability)
• American Home Assurance (Workers Compensation)
This concerns Resolution No. 9051, Agreement File No. 06-070.
WY/kr
CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro—Tem
WM. 'BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL McCORMICK
Councilman
August 23, 2006
Super Trap, Inc.
Attn: Jeffrey Peiten
1601 Commerce Street
Corona, CA 92880
4305 Santa Fe Avenue, Vernon, California 90058
telephone (323) 583-8811
Re: Equipment Purchase and Services Agreement
Dear Mr. Peiten:
SOL BENUDIZ
Police Chief
MARK C. WHITWORTH
Acting Fire Chief
LEWIS J. POZZEBON
Director of Environmental Health
S. KEVIN WILSON
Director of Community Services
SHARON L. DUCKWORTH
Acting City Treasurer
The insurance requirements have been met. Transmitted herewith is a
fully executed agreement, as referenced above, approved by City
Council on May 24, 2006, through Resolution No. 9051.
If you have any questions regarding this matter, please call Sol
Benudiz, at (323) 583-8811 ext. 114.
Very truly yours,
Nel y G n
Deputy City Clerk
NG:dr
Enclosure
c: Sol Benudiz
Dolores Jaunzemis
Resolution No. 9051
Agreement File No. 06-070
'Exc[ugive[y bbotria[
EQUIPMENT PURCHASE AND SERVICES AGREEMENT
THIS AGREEMENT 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 24`h day of May, 2006, in the City of Vernon, County of Los Angeles, California
BY AND BETWEEN THE CITY OF VERNON, a municipal
corporation, hereinafter
referred to as the "City,"
4305 Santa Fe Avenue
Vernon, California 90058
AND SUPER TRAP, INC., hereinafter referred as
"Super Trap,"
1601 Commerce St.
Corona, CA 92880
RECITALS
WHEREAS, the City's Police Department has determined that it needs upgrade
its indoor backstop firing range as the current backstop is not rifle -rated, and unable to
accommodate the arsenal of weapons used by the department (hereinafter collectively referred to
as the "Firing Range Upgrade"); and
WHEREAS, the purchase of the Firing Range Upgrade will improve the
effectiveness of the Police Department's operation and enhance the services provided to citizens,
residents and businesses within the Vernon community; and
WHEREAS, the Police Department has determined that Super Trap's range is the
only range that uses a patented Gel -core technology that uses a treatment of granular materials
with a coating that eliminates lead contamination and exposure to officers training down -range,
prevents ricochets, minimizes lead fragmentation, traps dust particles associated with range
activities and minimizes maintenance costs and the downtime associated with servicing the
backstop; and
WHEREAS, Super Trap submitted a proposal for the purchase of the Firing
Range Upgrade and services for installation, training and support dated February 28, 2006, as
updated April 25, 2006 (hereinafter the "Proposal"), a copy of which is attached hereto as
Exhibit A and incorporated by reference; and
WHEREAS, the Proposal includes a description of the equipment and services to
be performed by Super Trap and the attendant costs; and
WHEREAS, Super Trap has advised the City that it is qualified and capable of
providing the Firing Range Upgrade and services described in Exhibit A, 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 Super Trap to
provide for the purchase and delivery of the Firing Range Upgrade and the labor to install the
equipment and provide the necessary training and support.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1.0 Purchase and Sale of the Firing Range Upgrade and Scope of Services
1.1 Super Trap agrees to sell, deliver and install the Firing Range Upgrade, provide
training and support services, and the City agrees to purchase the Firing Range Upgrade and
services as identified in Exhibit A.
1.2 Delivery. Super Trap shall obtain and sell and deliver the Firing Range Upgrade
at the City of Vernon, F.O.B. Job Site. Super Trap 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.
It is understood and agreed that in the event of a conflict between the Proposal and this
Agreement, the terms of the Agreement shall prevail.
2.0 Time of Performance
The performance of Super Trap shall commence upon the signing of the Agreement by
both parties and shall end when Super Trap has completed the work according to the Proposal,
unless the Agreement is otherwise terminated or extended upon written agreement of both parties
to this Agreement. Delivery is expected to be completed no later than forty-five (45) days from
the issuance of City's purchase order. Completion of the services to be performed by Super Trap
is expected to be no later than sixty (60) days.
3.0 Contract Price
As full and complete compensation to Super Trap for the timely, proper and complete
performance of all obligations relating to this Agreement, City shall pay Super Trap, subject to
the additions and deletions expressly provided for in this Agreement, the Contract Price set forth
in Exhibit B.
4.0 Notices
All notices, approvals, consents and other communications between the parties shall be in
writing, and shall be sent by fax or by certified mail (return receipt requested) to the respective
addresses set forth below, or at such other address as may be furnished by either party to the
other in writing.
PA
Super Trap, Inc.
Attn: Jeffrey Peiten
1601 Commerce St.
Corona, CA 92880
Fax: 951-736-9450
Telephone: 951-73 6-9440
5.0 Law and Arbitration
City — City of Vernon, California
Attn: Bruce V. Malkenhorst, Jr.
Acting City Clerk
4305 Santa Fe Avenue
Vernon, California 90058
Fax: 323-826-1438
Telephone: 323-583-8811 ext 260
This Agreement shall be governed by the laws of the State of California. 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 and pursuant to the rules of the Judicial
Arbitration & Mediation Services Inc. (JAMS). Each party will select an arbitrator. Those two
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. Any and all
contracts between Super Trap and any subcontractor shall include the same arbitration clause.
6.0 Entire Agreement
This Agreement shall be comprised of these signed business terms (Business Terms),
together with Exhibit A — The Proposal; Exhibit B — Compensation and Payment; Exhibit C
Insurance; Exhibit D — General Provisions; and Exhibit E — Change Orders, which are all
attached. In the event of conflict between this Agreement and any of the exhibits, this
Agreement shall prevail. In the event of conflict between exhibits, the exhibits shall be
prioritized in the following order: Exhibit D first, then Exhibits C, B, A and E. This agreement is
the entire agreement of the parties, and supersedes all prior written and/or verbal
communications, proposals, notices of award, negotiations, understandings and agreements,
whether written or verbal, between the parties with respect to the subject matter dealt with in this
Agreement. Super Trap expressly waives all claims for compensation based upon quantum
merit, implied contract or oral contract. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, verbally or otherwise, have been made by
any party, or anyone acting on behalf of any party, which are not embodied in this Agreement,
and that no other agreement, statement or promise not contained in this Agreement or a
subsequent amendment or change order shall be valid or binding. No amendment or change in
the provisions of this Agreement shall be made, except in a formal written amendment signed by
a corporate officer of Super Trap and City, or in a written change order. Each party represents
and warrants that it has read and fully familiarized itself with this Agreement, and that such party
has been fully authorized to sign this Agreement.
3
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by and through their authorized officers on the date, month and year first written above.
Super Trap, Inc.
Date:^� "
City of Vernon
Nanie-Leonis C. Malb rg, May r
Date:
ATTES
Bruce V. Malkenhorst, Jr.
Acting City Clerk
APPROVED AS TO FORM:
Eric T. Fresch, City Attorney
M
-----Original Message -----
From: Jeff [mailto:jeff@supertrap.com]
Sent: Tuesday, April 25, 2006 10:10 AM
To: Nickens, Debbie
Subject: Re: Read: Super Trap Indoor Backstop Range Proposal dated
2/28/06
Importance: High
Debbie,
The Super Trap, Inc. ("STI") Proposal prepared for the Vernon Police Department, dated
2.28.2006, shall remain valid for an additional 60 calendar days from today's date,
4.25.2006. Taxes have not been added to the proposal total as indicated in Schedule -A,
line item No. 8.
Pleases contact me if you have any further questions.
Respectfully Submitted,
Jeff Peiten
Super Trap, Inc.
----- Original Message -----
From: "Nickens, Debbie" <DNickens@ci.vernon.ca.us>
To: "Jeff" <jeff@supertrap.com>
Sent: Tuesday, April 25, 2006 9:53 AM
Subject: RE: Read: Super Trap Indoor Backstop Range Proposal dated 2/28/06
Please be advised that the City of Vernon is not tax exempt, with a sales
tax rate of 8.250.
-----Original Message -----
From: Jeff [mailto:jeff@supertrap.com]
Sent: Tuesday, April 25, 2006 9:51 AM
To: Nickens, Debbie
1
VL/¢6/VD 1L:v4 rAA Nal/3dy4aV ourcn richr Illu
A
Tactical Shooting Ranges
S Equipment
February 28, 2006
City of Vernon Police Department
Captain Steven M. Towles
4305 Santa Fe Ave.
Vernon, CA 90058
RE: Bid and Scope Letter - Vernon Police Department
Indoor Rifle Range Upgrade
Captain Towles,
Super Trap, Inc. (STI) is pleased to provide the Vernon Police Department ("the
owner") with the following quotation for Materials and Installation of the Indoor
Backstop Range Upgrade. STI is proposing to provide one (1) Gel-Corlm Rifle Range
Backstop, ELIxIRTm Lead Immobilizer, Hopper Baffle and Ballistic Rubber Media specified in
the attached documents. (See Exhibit A for more details, pricing and actual offering)
STI will perform the following for the Indoor Firing Range:
0 24' wide Indoor Firing Range Backstop, installed to the following
specification:
1. Gel-Corym Ballistic Rubber Media
2. Structural Steel Support Infrastructure
3. System Hopper Baffle 3/8" AR 500 - Rifle Rated
4. IELIxIRTM - Lead Immobilizer
5. Installation and Shipping
Note: Removal of the existing backstop will be the responsibility of the Owner.
A Super TrapO Gel-CorTM Bullet Trap system is fully rifle capable to
accommodate :50 Caliber BMG. This bullet trap design facilitates close
range shooting.
The Gel-CorTM infrastructure and design is comprised of "Green" materials that eliminate
lead contamination, minimize future maintenance costs and downtime, and provide for a
safe ballistic environment. STI is the only range backstop manufacture that can back its
lead prevention claims by third party, nationally accredited laboratory research.
This bullet trap system will incorporate several patented and patent pending safety
features and would also provide the Customer with the most environmentally safe bullet
containment system available today. It prevents ricochets, minimizes lead fragmentation,
traps dust and neutralizes lead hazards.
This proposal has been calculated for a direct purchase between STI and the City of
Vernon. The budgetary total does not include any additional fees or charges that are
typically applied by a General Contractor (GC) to subcontracted portions of work. In this
Super Trap, Inc. ® PH: 951-736-9440 ® FX: 951-736-9450
1601 Commerce Street (D Corona, CA 92880 ® inf0@supertrap.c0m ® CA License #: 800347
VL/ GV/ VV 1L VY 1'An JJi. uVOYuu vales ua� aa�. as a..v
CITY OF VERNON POLICE DEPARTMENT
Scope of Work and Quote Offer
Indoor Firing Range
Page 2 of 4
specific situation, a GC would add approximately 20%-30% in fees to the STI subcontract
amount, thereby increasing the overall cost to the Owner. Furthermore, "Hold Harmless
agreements" that GC's typically require of all subcontractors usually outweigh any
perceived benefits the Owner may expect to get by contracting through GC's for projects
of this scope and magnitude.
STI takes pride in the fact that we have never initiated a change order. Value added
engineering and consultation provided by STI has, in the past, either saved customers
money and/or improved the initial equipment stated in the original plans and
specifications.
Materials and Equipment Overview:
The range backstop will consist of a steel 10-gauge frame system, the hopper deflection
baffle and ballistic rubber media. The steel frame and the AR500 hopper baffle will be
shop primed and touched up at the jobsite with a premium corrosion resistant paint. The
ballistic rubber media will lie loose atop the support structure and the media will be free of
steel belting material and 99.99% free of fiber, including nylon. The "hopper" baffle
included In the Gel-Corlm bullet trap comes as a standard component of the Gel-CorTM
indoor firing range system. However, should the owner prefer not to include it, the overall
price would be reduced by the amount listed in Schedule A.
Labor & Training Overview:
STI personnel will, at the time of installation, train all available range personnel in the
proper care and maintenance of our containment system and the mining procedure. The
backstop will be capable of handling all conventional ammunition up to and including .50
BMG from the 25-yard line and up to .46.0 Weatherby from point blank distances.
EXCLUSIONS & NOTICES:
Scope of Work
STI's scope of work includes only those items listed in Schedule A below. STI will not be
responsible for the removal of the existing vertical granulated rubber trap system.
Term of Offer & Delivery
STI can offer the pricing listing in this scope of work and quote offer for sixty (60) days
from the date of this offer.
STI can deliver the stated materials and equipment within ninety (90) days from receipt of
a purchase order and subject to removal of the existing range system.
Additional Expenses
STI carries a $2,000,000 general liability insurance policy with $1,000,000 each
occurrence. STI will provide proof of insurance upon request. Customer will incur
additional standard costs for any additional insurance certificates other than the standard
accord certificate.
This offer by STI does not include any taxes, bonds, permits, licenses or other costs
associated with the project or the related materials and equipment offered herein.
Rights of Ownership
Any and all plans, drawings, specifications, design documents, contracts, agreements,
computer files or email supplied by STI shall remain the property of STI. The General
Contractor, its consultants, affiliates or other related parties shall notuse, disseminate,
VL/BLS/VU 1L: V.7 I'HA �J11JU.y4i7U ..>�a a.a� aa�n■ aA�v 'r-+ "-'
CITY OF VERNON POLICE DEPARTMENT
Scope of Work and Quote Offer
Indoor Firing Range
Page 3 of 4
duplicate, reproduce, in whole or in part, without the prior expressed written consent of
STI.
This scope letter and quote offer contains information proprietary to STI and confidential
information between STI and the Owner. The disclosure or reproduction of It, in whole or
in part, is strictly prohibited without the prior expressed written consent of STI.
Follow -Up Agreements
Approved and final plans and building specifications need to be provided to STI prior to
installation of the items listed in Schedule A that follows.
As a company local to the Vernon Police Department, STI can address your future needs
In a timely and efficient manner that may arise with usage, maintenance and performance
issues regarding the Super Trap indoor range backstop.
If you have any questions, please give me a call at (951) 736-9440, We look forward to
working with you on this project and are confident that the Vernon Police Department and
the City of Vernon will be highly satisfied with this most advanced and environmentally
beneficial shooting range technology.
AS' erely,
Jeff rer
Peiten
Super Trap, Inc.
UL/,GiS/Ub 1L:Va VA3 Ual/0004au ouln1% r>`nr All `.,
CITY OF VERNON POLICE DEPARTMENT
Scope of Work and Quote Offer
Indoor Firing Range
Page 4 of 4
SCHEDULE'A
AMOUNT
#
ITEMS PROVIDED BY SUPER TRAP, INC.
1:
Gel-Corlm Bullet Trap System
Included
Firing Range backstop capable of handling up to .50 Caliber BMG
and consisting of.•
❑ Range Backstop
Width: 24' wide, Height: 9' tall
Mild Steel Frame System and Baffle will be Shop Primed
❑ Recycled Rubber Media, Ballistic
Two (2) feet of Gel-CorTm ballistic rubber media treated with
ELIxIRTM. Rubber media is 100% free of steel chording, and
99.9% free of all rayon, cotton polyester (by weight)
2.
3/8" AR 500 Steel Hopper Deflection Baffle
Included
❑ Capacity of approx 30 cubic feet of ballistic rubber media in
($4,260)
reserve per four 4 foot wide shooting lane
3.
Rental Equipment FOB Sob Site
Included
4.
Installation
Included
5.
Shipping FOB Job Site
Included
6.
Extended Five (5) Year Warranty
Included
❑ Covers materialsproduct and installation
7.
Removal of Existing Backstop and Baffle System
Not
Included
8.
Taxes, Bonds, Permits, Licenses, Additional Insurance
Not
Requirements or Other Costs
Included
❑ Related to this specific job and scope of work
(A) ESTIMATE TOTAL $41,284.00 1
9, Mobilization Cost Reduction Deduct
❑ Deduct If.Vernon PD mobilizes approx 26,400 Ibs of ballistic $2,320.00
rubber media into range facility between firing line and range
backstop area; STI will deliver 530 bags (50 Ibs per bag) of
rubber media to a ground level site near access points to the
range facility prior to transfer down to range facility
(B) ESTIMATE TOTAL $38,964.00
If Vernon PD mobilizes ballistic rubber media into range facility
�01/201/06 12.:52 FAX 9517369450 SUPER TRAP INC. UO04
CITY OF VERNON POLICE DEPARTMENT
Scope of Work and Quote Offer
Indoor Firing Range
Page 3 of 4
art, without the prior expressed written consent of
duplicate, reproduce, in whole or in p
STI.
This scope letter and quote offer contains information proprietary to STI and confidential
information between STI and the Owner.. The disclosure or reproduction of It, in whole or
in part, is strictly prohibited without the prior expressed written consent of STI.
Follow -Up Agreements
g specifications need to be provided to STI prior to
Approved and final plans and buildin
installation of the items listed in Schedule A that follows.
As a company local to the Vernon Police Department, STI can address your future needs
in a timely and efficient manner that may arise with usage, maintenance and performance
issues regarding the Super Trap indoor range backstop.
If you have any questions, please give me a call at (951) 736-9440. We look forward to
working with you on this project and are confident that the Vernon Police Department and
the City of Vernon will be highly satisfied with this most advanced and environmentally
beneficial shooting range technology.
Si erely,
Jeffrey Peiten
Super Trap, Inc.
EXHIBIT B
Compensation and Payment
1.0 Contract Price.
1.1 Not to Exceed Value
As Compensation for Super Trap's delivery of the equipment and performance of
the services in accordance with the terms and conditions of this Agreement, City
shall pay Super Trap a maximum contract price of Forty -One Thousand Two
Hundred Eighty -Four Dollars and No Cents ($41,284.00) plus tax (the "Contract
Price"). The actual amount will be based on the amount required to furnish the
equipment and perform the services, billed in accordance with Super Trap's
Proposal attached as Exhibit A.
1.2 Entire Compensation
Except as provided below in Exhibit D, the Contract Price is full and complete
compensation, and constitutes the entire compensation due Super Trap for the
equipment and services and any and all of Super Trap's obligations hereunder,
regardless of difficulty, unforeseen circumstances, hours worked or equipment,
materials or personnel required. The Contract Price includes without limitation
compensation for all applicable taxes, freight, customs duties, fees, overheads,
profit, travel time to and from the Work Site and all other direct and indirect costs
incurred or to be incurred by Super Trap hereunder, except as noted in Section l.Q
of the Agreement. The Contract Price set forth above and the rates set forth in
any attachment incorporated into this exhibit are not subject to escalation for any
reason. No adjustments in compensation shall be made as a result of changes in
the value of any currency. The Contract Price shall only be adjusted by a formal,
written Change Order or amendment to this Agreement.
2.0 Compensation for Changes
The compensation due Super Trap, or the credit due City, for "Changes" (as that term is
defined in Exhibit D) may not be established verbally, and shall be established in a
written change order signed by City as described in Exhibit E. Compensation
adjustments in each such change order shall be established by one or more of the
following bases, as determined by City: (a) a lump sum price to be negotiated between
the parties; or (b) on a time and materials basis based on employee rates established in
Exhibit A, or (c) such lower rates as are otherwise agreed in the applicable Change Order.
Once established, the amount of the compensation due Super Trap or credit due City for a
change shall not be subject to adjustment for any reason, including changes in the value
of any currency.
3.0 Invoicing and Payment
Super Trap shall submit invoices acceptable to City, and City shall make payment to
Super Trap in accordance with the terms set forth in Exhibit D.
Payment of the invoices shall be made after acceptance and approval by City within 30
days of receipt. Super Trap shall be responsible for paying any subcontractors used in the
performance of this Agreement. Subcontractors shall not bill the City directly.
- End of Exhibit B -
IM
EXHIBIT C
Insurance
Super Trap and its Subcontractor (s), if any, shall, prior to commencement of any work and for
the duration of this Agreement, obtain and maintain at its own expense, those minimum levels of
insurance coverage as set forth below.
The insurance coverage as listed herein, shall be properly endorsed to include those contractual
obligations which may be identified further within this Agreement and shall be endorsed to
provide City and Owner all the rights and privileges of an additional insured.
Super Trap shall cause its insurers to issue Certificates of Insurance or, upon request, certified
copies of the insurance policies evidencing that the coverages and policy endorsements required
under this Agreement, are maintained in force.
Super Trap shall ensure its Subcontractor (s), if any, maintain those insurance requirements as
specified in this Schedule C and are endorsed as additional insured(s) on all required Super Trap'
insurance coverages. Super Trap and its Subcontractor (s), if any, shall maintain in effect the
following minimum insurance coverages on an Occurrence Form Policy:
A. Workers Compensation within the statutory limits and, if necessary, Longshoremen and
Harbor Workers and Jones Act, including occupational illness or disease coverage in
accordance with the laws of the nation, state, territory, or province exercising jurisdiction
over the Employees. Workers Compensation and Employers Liability Insurance shall
have a minimum limit of $1,000,000 per occurrence.
B. Comprehensive General Liability Insurance, including, but not limited to, Contractual
Liability, Products and Completed Operations Liability, Broad Form Property Damage
and Bodily Injury Liability, and Explosion, Collapse and Underground Liability, with a
minimum combined single limit of $1,000,000 per occurrence.
C. Comprehensive Automobile Insurance, including, but not limited to, all owned, non -
owned or hired vehicles with a minimum combined single limit of $1,000,000 per
occurrence for bodily injury and property damage.
D. Umbrella Liability Insurance with limits of $2,000,000. Such evidence of insurance can
either by through the primary insurance coverages or through an excess liability policy.
Such insurance shall at all times be on an occurrence form and provide policy conditions
as broad as those required in the primary insurance.
- End of Exhibit C -
C-1
EXHIBIT D
General Conditions
1.0 Definitions and Responsibilities
1.1 Definitions
Whenever used in the Agreement of which these General Provisions are a part,
the following terms shall mean:
a. "Agreement" shall mean that formally executed Agreement or Contract which
includes the Contract Documents to which this Exhibit D is attached. The
Agreement constitutes the entire agreement between the parties relating to its
subject matter.
b. "Super Trap" shall mean Super Trap, Inc. and where applicable, its affiliated
companies, directors, officers, employees, agents and representatives.
c. "Contract Documents" shall include any inquiry, invitation to bid, or proposal
which may have, but not necessarily, preceded execution of the Agreement, the
General Provisions and all exhibits and schedules attached to the Agreement and
all plans and specifications identified in the Contract Documents.
d. "Contract Price" shall have the meaning given it in Section 3.1.
e. "City" shall mean the entity which has executed the Agreement and, where
applicable, its affiliated companies, and its officers, directors, employees,
representatives and agents.
f. "General Provisions" or "General Conditions" shall mean these General
Conditions of this Exhibit D.
g. "Equipment" shall mean the equipment identified in Exhibit A.
h. "Owner" shall mean City of Vernon, California, and where applicable, their
affiliated companies, directors, officers, employees, agents, and representatives.
i. "Premises" shall mean the physical premises under City's and/or Owner's
control or ownership where work hereunder is to be performed.
j. "Proprietary Information" shall mean all information, whether written or oral,
which Super Trap acquires from, through or on behalf of City, directly or
indirectly, or which arises out of the work, concerning the work or proprietary
processes involved in the work including, without limitation, information
concerning past, present or future business plans of City, information about the
operations of City's Premises, and other City information or know-how obtained
during the Work, except information falling into any of the following categories:
D-1
(1) Information which, at the time of disclosure hereunder, is in the public
domain;
(2) Information which, after disclosure hereunder, enters the public
domain, except where such entry is the result of Super Trap' or any entity
within Super Trap' control or breach of this Agreement;
(3) Information which prior to disclosure hereunder, was already in Super
Trap' possession without limitation regarding disclosure to others; or
(4) Information which subsequent to disclosure hereunder, is obtained by
Super Trap from a third party who is lawfully in possession of such
information and not subject to a contractual or fiduciary relationship to
City with respect to said information and who does not require Super Trap
to agree to refrain from disclosing such information to others.
k. "Subcontractor(s) " shall mean any first or lower -tier Subcontractor(s) and its
employees, representatives, agents, Subcontractor(s) or other personnel who have
been approved in the manner required by the Agreement.
1. "Work" or "Services" shall mean the work performed by Super Trap and
required to be performed from time to time by City under the Agreement.
1.2 City's and Super Trap's Representations
Super Trap and City represents that it has read and understands the Agreement.
and Contract Documents. Super Trap represents it understands the Owner's
regulations concerning premises access, badges, parking, security, safety, fire,
prohibited drugs and alcohol, and smoking and other rules, and that Super Trap
has visited the Premises where the Work is to be done and is familiar with the
local conditions under which it is to be done. Super Trap also represents that it is
experienced in providing the equipment and in performing and competent, and
qualified to perform the kind of tasks or assignments included in the Work and
employs or has available for employment in sufficient numbers all unskilled,
skilled, administrative, supervisory, professional and managerial or other
personnel required to perform the Work as required by the Agreement.
1.3 Representatives of the Parties
At all times while Work is being performed on the Premises each party shall be
represented thereon by a designated representative. Each party may notify the
other in writing of the identity of such persons from time to time.
2.0 Scope of Work: Division of Responsibility
2.1 Description of the Work
A description of the Work is set forth in this Agreement and the attachments
thereto. City may at any time, by written change order by City's authorized
D-2
representative identified in the Agreement, make changes only to extend the work
duration and total compensation of Super Trap's work. Changes in the scope of
work, or duties and obligations, shall be authorized only by the City.
2.2 Super Trap's Responsibilities
Unless otherwise specified in the Agreement, Super Trap shall furnish the
equipment and perform the duties as outlined in the Agreement between the Super
Trap and the City.
2.3 Work Injury
The treatment and care of injuries sustained by Super Trap's employees,
Subcontractor(s), representatives or other personnel shall be and remain the
responsibility of Super Trap. City's and/or Owner's first aid facilities, if any,
however, will be made available to Super Trap's employees in emergency cases
which are the direct result of accidents occurring on the Premises. City shall
incur no liability for, and Super Trap hereby agrees to indemnify Owner against,
any causes of action, claim, liability or costs, including attorneys' fees, arising in
whole or part out of the furnishing of such first aid facilities or assistance to Super
Trap's employees, Subcontractor(s), representatives or other personnel, or out of
the failure to furnish such facilities or assistance.
3.0 Compensation and Payment
3.1 Contract Price
The compensation set forth or provided for in the Agreement is the Contract
Price. Whether it expressly provides for the reimbursement of costs incurred by
Super Trap or simply for the payment of a lump sum of money, it is intended to
be the full and complete payment for satisfactory delivery of the equipment and
completion of the Work and, unless otherwise stated, to cover all costs whether
for materials, equipment, tools, labor, services, freight and taxes and all overhead,
rentals and profit or fee, if any.
3.2 Reimbursables and Other Expenses
Expenses may only be billed if advance written approval has been obtained from
the City Administrator.
3.3 Terms of Payment
Super Trap shall be entitled to receive payment for materials on delivery and the
balance due at the completion of Work. Super Trap shall submit progress
payment requests, prepared in accordance with City requirements, upon
completion of the Work. City will make payment to Super Trap within thirty (30)
days after acceptance and approval of the invoice received from Super Trap.
D - 3
3.4 Records, Inspection and Audit
During the course of the equipment being furnished and the Work being
performed, Super Trap and any of its Subcontractor(s), shall maintain and retain,
not less than three years after completion thereof, complete and accurate records
of the Super Trap's costs which are chargeable to City under this Agreement.
City or its designated, authorized representatives, shall have the right during this
three year period, upon written reasonable notice, to inspect and audit those
records. Such records to be maintained and retained by the Super Trap shall
include: (a) payroll record accounting for the total time distribution of the Super
Trap's employees working full or part time on the Work (to permit tracing to
payrolls and related tax returns) as well as canceled checks or signed receipts for
payroll payments in cash; (b) invoices for purchases, receiving and issuing
documents, and all the other unit -inventory records for the Super Trap's stores
stock or capital items; (c) paid invoices and canceled checks for material
purchased and for the Subcontractor(s) and any other third -parties' charges; and
(d) any other documentation City deems necessary to support costs and charges
under this Agreement.
3.5 Corporate Conduct
Super Trap, its employees, agents or representatives shall not offer or give to an
officer, official, or employee of City or Owner, gifts, entertainment, payments,
loans or other gratuities to influence the award of a contract or obtain favorable
treatment under a contract.
4.0 Termination of Contract
4.1 Non -Default Termination
City, at its sole discretion, may terminate this Contract upon fifteen (15) days
written Notice to Super Trap and such termination shall be effective in the manner
specified in such Notice and shall be without prejudice to any claim that either
party may have against the other.
4.2 Termination Payment
In the event of any such termination, in full and complete settlement for the
equipment furnished and termination of the Work, City shall pay Super Trap for
the equipment and services performed prior to the date of delivery of the
termination notice, plus compensation for (i) necessary equipment furnished and
work performed during the notice period and authorized in the termination notice,
and (ii) all costs reasonably and necessarily incurred by Super Trap directly
attributable to termination which could not reasonably have been avoided and for
which Super Trap 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. In no event shall total payment
exceed the Contract Price.
4.3 Loss of Profits
In the event of any termination of this Contract or reduction in equipment or
scope of the Work, Super Trap shall not be entitled to damages for loss of profits
for the unexecuted portion of the equipment and Work or any other damages
because of such termination or reduction.
5.0 General provisions
5.1 Independent Contractor
Super Trap shall be an independent contractor with respect to all the services to be
performed hereunder and shall have responsibility for and control over the details
and means for performing the Work. Neither Super Trap nor any of those
employed in furnishing such services shall be deemed the agents, representatives,
employees or servants of City. Super Trap shall have complete and sole control
over its employees, the details of the services and the methods by which the
services are accomplished, it being understood that City is interested only in the
results to be obtained by Super Trap.
5.2 Insurance
Super Trap agrees to provide insurance in the amounts and forms specified in
Exhibit C, which is attached hereto and incorporated by reference. Super Trap
shall submit to the City documentation indicating compliance with these
minimum requirements no less than one (1) day prior to the beginning of
performance under this Agreement. Super Trap shall not commence performance
of its work under this Agreement until the above insurance has been obtained and
proof of insurance has been filed with and approved by the City.
Super Trap 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. If Super Trap
employs subcontractors as part of the services rendered, Super Trap' protective
coverage is required. Super Trap may include all subcontractors as insureds
under its own policy or shall furnish separate insurance for each subcontractor,
meeting the requirements set forth herein.
5.3 Standard of Care
Super Trap agrees that all services provided will be conducted by the principal
and competent staff members, if any, under the supervision of the principal, and
that services will be performed and rendered diligently. Super Trap represents
that it has, or shall secure, at its own expense, all personnel required to perform
Super Trap's services under this Agreement, but at all times shall be responsible
for the services of such personnel. Super Trap may not employ any
subcontractor(s) without the prior written approval of the City.
F
5.4 Indemnification
Super Trap's Indemnity. To the fullest extent permitted by law, Super Trap 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 Super Trap or its employees or agents under this Agreement, 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 Agreement. The obligations in this Paragraph are in
addition to Super Trap' duty to provide insurance and shall not be limited by any
limitation on the amount or type of insurance coverage carried by Super Trap.
Indemnity Process. The City shall notify Super Trap in writing of any suits,
claims or demands covered by this indemnity. Promptly after receipt of such
notice, Super Trap shall assume the defense of such claim with counsel
reasonably satisfactory to City. If Super Trap 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 Super Trap 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 Super Trap. 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. Super Trap 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.
5.5 Treatment of Confidential and Proprietary Information
a. For ten years after the effective date of this Agreement, Super Trap shall
refrain from using any Confidential or Proprietary Information except in
connection with the Work or from disclosing it to any third party other than to
employees of Super Trap who require it in performance of the Work and except to
such other third persons as City may otherwise authorize in writing. If disclosure
to such an employee or other third person is so authorized, Super Trap shall enter
into with said party, a confidentiality agreement containing provisions with
respect to use and disclosure of Proprietary Information substantially the same as
those contained in this General Condition.
b. Super Trap shall take reasonable precautions to safeguard any documents
containing Proprietary Information which City may supply to Super Trap
hereunder. Super Trap may copy, in whole or part, such documents to the extent
necessary for the performance of the Work and Super Trap shall return to City
upon the completion of the Work or request by City all such documents and
copies.
c. Except as expressly permitted by prior written consent of the City, Super Trap
and/or its subcontractors shall not disclose, permit the disclosure of, release,
disseminate, or transfer, whether orally or by any other means, any part of such
Confidential Information to any other person or entity, without the express prior
written consent of an authorized representative of the City. Super Trap and/or its
subcontractors shall return any written Confidential Information and all copies
made of such items to the City upon the City's written request, but in any event
not later than the date that Super Trap has delivered all equipment and performed
all Work to be performed pursuant to this Agreement. Super Trap hereby agrees
that such Confidential Information and any documents provided may used by
Super Trap and/or its subcontractors only as authorized by the City. Super Trap
shall include a provision in its agreements with subcontractors that binds the
subcontractors to this non -disclosure requirement.
5.6 Compliance with City's and Owner's Regulations
Super Trap shall observe, and shall cause its Subcontractor(s) and the employees
of each of them to observe, all of City's and Owner's regulations as they may be
revised from time to time concerning the safety and security of persons and
property, housekeeping and Premises or plant work hours.
5.7 Compliance with Authority
Super Trap shall comply with all laws, regulations, executive orders and other
applicable requirements of any governmental agencies having jurisdiction
including the Fair Labor Standards Act, the Occupational Safety and Health Act
and all those relating in any way to employment practices and protection of the
environment. Super Trap shall not discriminate against any employee or any
applicant for employment for reasons of race, color, creed, sex, age or national
origin.
Super Trap shall make timely payment of all employment taxes and of all social
security and other contributions of every kind required to be made with respect to
or measure by the wages and salaries of persons employed by Super Trap.
Super Trap shall indemnify City and Owner against, and hold City and Owner
harmless from, any liability or loss including liability or loss from fines or
penalties arising out of Super Trap' failure to perform the obligations imposed
upon it by this section.
D-7
5.8 Assignments and Subcontractors
Super Trap's rights under this Agreement may not be assigned nor may its duties
be delegated or subcontracted without the prior written consent of City. Any
assignment or delegation or subcontract in violation of this section shall, at City's
discretion, be void. Consent by City shall not relieve Super Trap of responsibility
for performance of Super Trap' obligations hereunder. City may assign all or any
part of this Agreement at any time effective immediately upon written notification
to Super Trap.
5.9 Waiver
The waiver by either party of a breach or default by the other party shall not be
deemed a waiver of any different or later breach; nor shall any delay or omission
by either party to exercise any right it may have hereunder operate as a waiver of
any breach or default or of such right.
5.10 Applicable Law
This Agreement shall be governed by and construed under the laws of the State of
California.
5.11 Captions
The captions used in this Agreement are for convenience only and shall in no way
define, limit or describe the scope or intent of this Agreement or any part thereof.
5.12 Notices
All notices required or permitted hereunder shall be in writing and shall be
delivered to the entity or person identified in the Contract Documents under
Notices. Notice sent by properly addressed mail, certified or registered with
return receipt requested and postage prepaid, shall be effective three days after
deposit in the mail or when received, whichever is earlier. Notice sent by
facsimile, telegraph, telex or cable and confirmed by copy thereof sent by
registered or certified mail shall be effective upon the date of such facsimile,
telegraph, telex or cable. Notices sent in any other manner shall be effective only
if and when received.
5.13 Entire Agreement
The Agreement, and the attached Exhibits, constitute the entire Agreement by the
parties and it may not be altered, amended or changed without a duly executed
document by all parties.
5.14 Attorneys' Fees
•
In the event a dispute, claim or litigation arises regarding this Agreement, the
prevailing party shall be entitled to reimbursement for reasonable attorneys' fees
and actual costs.
5.15 Changes in the Work
City may make "Changes" by increasing, reducing or deviating from the
requirements of the equipment or scope of Work. A form of Change Order is set
forth in Exhibit E attached hereto and incorporated by reference.
5.16 Forum
Any dispute related to this Agreement shall be adjudicated in a state court serving
the County of Los Angeles, California.
5.17 Force Majeure
Neither party shall be considered to be in default in any of its obligations under
this Agreement when a failure of performance shall be due to an uncontrollable
force. The term "uncontrollable force" shall mean any cause beyond the control
of the party affected, including, but not restricted to, flood, earthquake, storm,
fire, lightening, epidemic, war, riot, civil disturbance or disobedience, federal,
state, or municipal action, statute, ordinance, or regulation, embargoes of the
United States Government or any other government, which by exercise of due
diligence such party could not reasonably have been expected to avoid and by
exercise of due diligence has been unable to overcome. Either party rendered
unable to fulfill any of its obligations under this Agreement by reason of an
uncontrollable force shall give written notice within five (5) business days of such
fact to the other party and shall exercise due diligence to remove such inability
with all reasonable dispatch.
5.18 Warranty
Super Trap warrants that all equipment 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 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 Super Trap 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, Super Trap 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. Super Star shall be responsible for all direct and indirect costs that
may be incurred by the City in connection with the rejection and/or replacement
of damaged or defective equipment, including any and all damages caused to the
I
City's existing equipment, storage and/or system by the use of defective
equipment provided by Super Trap.
Manufacturers' Warranties. Super Trap shall obtain for the benefit of the City,
and assign to the City, commercially reasonable manufacturers' warranties,
specifically, Super Trap shall provide an extended (5) year warranty covering
materials, product and installation. All manufacturers' warranties, any warranties
typically provided by Super Trap and any other warranties made applicable by
law shall apply to the City's purchase of the Firing Range Upgrade. Warranties
shall commence from the date the City receives the equipment under this contract
or the City's acceptance of the equipment being purchased hereunder, whichever
occurs first. Super Trap shall assist the City in the enforcement of all such
warranties.
Warranty Period. Super Trap, 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 Super Trap within the Warranty Period. The Warranty
Period shall commence from the date equipment delivered 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 condition. A new
Warranty Period shall commence for replaced Equipment on the date the
replacement was made. Super Trap's obligations hereunder shall include the
obligation to repair any damage to other property caused by the defective
equipment or the repair thereof. Super Trap 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 Super Trap by law with respect to Super Trap's duties, obligations
and performance hereunder.
- End of Exhibit D -
D-10
EXHIBIT E
Form Chanl4e Order
CHANGE
Contract Number:
Change Number:
The requirements of the above designated Agreement are changed as follows:
City and Super Trap agree that Super Trap's compensation shall be adjusted as follows:
City and Super Trap agree that Super Trap's schedule shall be adjusted as follows:
This adjustment covers the entire compensation for the Change set forth above and includes, but
is not limited to compensation for all engineering, material, equipment, subcontracts, labor,
overhead, profit, changes in scheduling and delays resulting, directly or indirectly, from the
Change, as further detailed in the Agreement.
Super Trap (Super Trap, Inc.) City (City of Vernon, California)
By By
Date Date
E - I
INSTRUCTIONS TO SUPER TRAP
Contract Number:
Instruction to Super Trap Number:
Date:
Specific Instructions to Super Trap:
In accordance with the Terms and Conditions of the Agreement, the City classifies these
instructions as:
Supplementary instructions, not involving a Change
(Should these instructions be, in the opinion of Super Trap, a "Change", written notice thereof
must be given to City within 10 days of the receipt of these instructions. If such written notice is
given, Super Trap shall not commence with the work so ordered until written agreement is
reached on the classification of these instructions and on the resulting adjustment in contract
compensation, if any.) In the event that City and Super Trap fail to agree on the classification of
these instructions or resulting adjustment in contract compensation, if any, refer to the Changes
Section of the Agreement.
A Change
(Super Trap shall, within 10 days of the receipt of these instructions, furnish City a statement of
its proposal for adjustment in contract compensation occasioned hereby. Super Trap shall not
commence with the work so ordered until written agreement is reached on the resulting
adjustment in contract compensation, if any.) In the event that City and Super Trap fail to agree
on the classification of these instructions or resulting adjustments in contract compensation, if
any, refer to the Changes Sections of the Agreement.
City Representative
Please acknowledge receipt of this instruction by returning one copy signed in the space
provided below. Super Trap's signature hereon does not indicate his acceptance of the
classification assigned hereto by City.
Super Trap's Representative
- End of Exhibit E -
Date
Date
E - 2