Resolution No. 91651
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RESOLUTION NO. 9165
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN EQUIPMENT PURCHASE CONTRACT BY AND BETWEEN THE
CITY OF VERNON AND ALLSTAR FIRE EQUIPMENT, INC. FOR
BREATHING APPARATUS UPGRADE KITS AND RELATED
EQUIPMENT FOR THE FIRE DEPARTMENT
WHEREAS, the City of Vernon has obtained funds from a 2005
Urban Areas Security Initiative Grant Number 2005-15 for Personal
Protection and USAR/Haz Mat Equipment for the Vernon Fire Department;
land
WHEREAS, the Vernon Fire Department desires to use the funds
received for the purchase of ten (10) Scott 4.5 60 Minute Carbon Fiber
Cylinder Valve Assemblies, twenty-one (21) Scott 02 Chemical,
Biological, Radiological and Nuclear Agents (CBRN) Upgrade Kits QD Hose,
six (6) Scott 97 CBRN Upgrade Kits QD Hose and twenty-three (23) Scott
97 CBRN Upgrade Kits with Standard Hose (collectively, the "Equipment")
to update the firefighter's SCBA gear for CBRN compliancy; and
WHEREAS, the Scott Carbon Fiber Cylinder Valve Assemblies are
for the Haz Mat Team and the Scott Upgrade Kits will be placed on the
front line apparatus' for use by the firefighters; and
WHEREAS, the purchase of the Equipment would enhance the Fire
Department's operation, thereby enhancing the services provided to
citizens, residents and businesses within the Vernon community; and
WHEREAS, the Vernon Fire Department contacted three vendors
�to obtain informal quotes with only one responding, Allstar Fire
Equipment, Inc. ("Allstar"), and the Department believes that Allstar
can provide the Equipment that meet.the specifications and requirements
of the Department; and
1 WHEREAS, on October 24, 2006, the Finance Committee Section,
2 of the City Council considered the request for the purchase of the
3 Equipment from Allstar using grant funds; 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 Allstar for the purchase of the
8 Equipment to enhance services provided to the Vernon community.
9 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
10 CITY OF VERNON AS FOLLOWS:
11 SECTION 1: The City Council of the City of Vernon hereby
12 finds and determines that the recitals contained hereinabove are true
13 11 and correct.
14 SECTION 2: The City Council of the City of Vernon hereby
15 approves the Equipment Purchase Contract with Allstar Fire Equipment,
16 Inc., in substantially the same form as Exhibit A which attached
17 hereto and incorporated herein by reference.
18 SECTION 3: The City Council of the City of Vernon hereby
19 authorizes the Mayor to execute said Contract for, and on behalf of,
20 the City of Vernon and the Acting City Clerk is hereby authorized to
21 attest thereto.
22 SECTION 4: The City Council of the City of Vernon hereby
23 authorizes the Acting City Clerk, or his designee, to make whatever
24 nonsubstantive, administrative and/or text changes, upon advice of
25 counsel, to the Contract.
26 11 SECTION 5: The City Council of the City of Vernon hereby
27 11directs the Acting City Clerk, or his designee, to send one fully
28 11executed Contract to:
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ALLSTAR FIRE EQUIPMENT, INC.
Attn: Joseph A. Sposato, President
12328 Lower Azusa Road
Arcadia, CA 91006
SECTION 6: The Acting City Clerk of the City of Vernon
shall certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this l't day of November, 2006.
(ATTEST:
BRUCE V. MALKENHORST, JR.
Acting City Clerk
(LEONIS C. MAURG, Mayor
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[STATE OF CALIFORNIA
ss
ICOUNTY OF LOS ANGELES
I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City of
Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 9165, was duly adopted by the City Council of the City
of Vernon at a regular meeting of the City Council duly held on
Wednesday, November 1, 2006, and thereafter was duly signed by the
Mayor of the City of Vernon.
I
f�
i
BRUCE V. ALKENHORST, JR.
Acting City Clerk
(SEAL)
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EXHIBIT
A
EQUIPMENT PURCHASE CONTRACT
THIS EQUIPMENT PURCHASE CONTRACT (this "Contract") is made, entered into and
executed in duplicate originals, either copy of which may be considered and used as the original hereof for all
purposes, as of this 0 day of November, 2006, in the City of Vernon, County of Los Angeles, State of
California
BY AND BETWEEN THE CITY OF VERNON
(hereinafter referred to as "City")
4305 Santa Fe Avenue
Vernon, CA 90058
AND ALLSTAR FIRE EQUIPMENT CO., INC.
(hereinafter referred to as "ALLSTAR")
12328 Lower Azusa Road
Arcadia, CA 91006
RECITALS
WHEREAS, City's Fire Department has obtained funds from a 2005 Urban Areas Security
Initiative Grant Number 2005-15 for Personal Protection and USAR/Haz Mat Equipment for the Vernon Fire
Department; and
WHEREAS, the Fire Department desires to use the funds received for ten (10) Scott 4.5 60
Minute Carbon Fiber Cylinder Valve Assemblies, twenty-one (21) Scott 02 Chemical, Biological, Radiological and
Nuclear Agents (CBRN) Upgrade Kits QD Hose, six (6) Scott 97 CBRN Upgrade Kits QD Hose and twenty-three
(23) Scott 97 CBRN Upgrade Kits with Standard Hose (collectively, the "Equipment") to update the firefighter's
SCBA gear for CBRN compliancy; and
WHEREAS, ALLSTAR has prepared two (2) quotes dated September 21, 2006, (collectively, the
"Proposal"), a copy of which is attached hereto as Exhibit "A" and incorporated herein by reference for the
Equipment; and
WHEREAS, there are a limited number of companies that can provide the Equipment needed
and ALLSTAR has provided a bid at a competitive price; and
WHEREAS, ALLSTAR represents that it is qualified and capable of furnishing the Equipment
that the City requires, as set forth in this Contract and the Proposal and is willing to do so on the terms and
conditions set forth below; and
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WHEREAS, the City desires to enter into an agreement with ALLSTAR to provide for the
Equipment, as defined below, on the terms and conditions set forth below.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Purchase and Sale of the Equipment.
1.1 Equipment. ALLSTAR shall sell and deliver, and the City shall purchase the Equipment
described in the Proposal. In the event of a conflict between the terms of this Contract and the Proposal, the
terms of this Contract shall control.
1.2 Deliverv. ALLSTAR shall obtain, sell and deliver the Equipment at the City of Vernon,
F.O.B. Job Site. ALLSTAR is responsible for all costs of full freight, including insurance, to Job Site. Risk of
loss shall pass to the City upon delivery F.O.B. Job Site.
2. Time of Performance. ALLSTAR shall commence and complete the delivery of the Equipment
as follows:
2.1 Time Schedule. ALLSTAR shall begin to obtain the Equipment upon the later of the full
execution of this Contract and the City's issuance of a Purchase Order (the "Commencement Date").
ALLSTAR shall complete delivery of the Equipment no later than six (6) weeks from the Commencement Date
(the "Delivery Time"). Unless performance is excused, as set forth in Paragraph 2.2, ALLSTAR's failure to
deliver the Equipment within the Delivery Time shall constitute a material default of this Contract, and, among
other remedies available to it, the City shall have the option of terminating this Contract.
2.2 Force Majeure. Neither party shall be considered to be in default in any of its obligations
under this Contract when a failure of performance shall be due to an uncontrollable force. The term
"uncontrollable force" shall mean any cause beyond the control of the party affected, including, but not
restricted to, flood, earthquake, storm, fire, lightening, epidemic, war, riot, civil disturbance or disobedience,
federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States Government
or any other government, which by exercise of due diligence such party could not reasonably have been
expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable
to fulfill any of its obligations under this Contract by reason of an uncontrollable force shall give written notice
within five (5) business days of such fact to the other party and shall exercise due diligence to remove such
inability with all reasonable dispatch. The Delivery Time shall be extended by Change Order by the number of
days of delay caused by the uncontrollable force, as the City may reasonably determine. An extension of the
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Delivery Time by reason of an uncontrollable force shall not justify extra compensation for ALLSTAR for
administrative or other costs or expenses; provided, however, that if the time for achieving delivery is materially
extended by reason of uncontrollable force through no fault of ALLSTAR, ALLSTAR shall be entitled to an
increase in the Contract Sum, but only in any amount equal to the increase in ALLSTAR's direct cost resulting
from such delay.
3. Contract Sum. The total purchase price for the Equipment is a sum not to exceed Thirty -Four
Thousand Nine Hundred Fourteen Dollars and Ninety -Six Cents ($34,914.96), which includes tax (no charge for
freight) (the "Contract Sum").
4. Payment Terms.
4.1 Payment. One hundred percent (100%) of the Contract Sum shall be paid within thirty
(30) days after (a) the City's receipt and approval of the Equipment and (b) the City's receipt of an invoice in a
form reasonably acceptable to the City from ALLSTAR Invoices shall contain an itemization of services
rendered and other directly related job expenses and subcontract charges incurred by ALLSTAR and for which
compensation is due. ALLSTAR shall be responsible for paying any subcontractors used in the performance of
this Agreement. Subcontractors shall not bill the City directly. Payment of the invoice shall be made after
acceptance and approval by the City within thirty (30) days of receipt. The City's approval of the invoice shall
not be unreasonably withheld.
4.2 Billings for Change Orders. Any billings for Change Orders, as defined in Paragraph 7
below, must be billed by separate invoice, with a copy of the applicable Change Order signed by the City
attached to the invoice.
4.3 Payment Holds. Notwithstanding anything to the contrary contained herein, the City shall
not be obligated to make any payment to ALLSTAR if ALLSTAR is in default of any of its obligations under
this Contract; any portion of the Equipment is defective or not in accordance with the terms of this Contract
(provided, however, that payment shall be made as to any portion of the Equipment that is acceptable to the
City); or the conditions required for payment as set forth in Paragraph 4.1 above have not been satisfied.
4.4 Payment is Not Acceptance. Neither payment by the City nor use of the Equipment by
the City shall constitute an acceptance of any Equipment not in accordance with the terms of this Contract.
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5. ALLSTAR's Representations, Warranties, and Covenants.
5.1 Capability. ALLSTAR represents to the City that it is qualified, willing, and able to
obtain, sell, and deliver the Equipment.
5.2 Assignment of Warranties, Delivery of Documentation. ALLSTAR shall assign to the
City at the time of the Equipment delivery all manufacturers' warranties and ALLSTAR shall assemble and
deliver to the City complete copies of all warranties, guaranties, and operating and maintenance data and all
other documentation from all manufacturers pursuant to this Contract.
5.3 Compliance with Law. ALLSTAR shall strictly observe and comply with all applicable
federal, state, and local laws, ordinances, and regulations governing the sale and delivery of the Equipment,
including, but not limited to any permit or license requirements of the United States Department of Commerce.
5.4 Authorizations. ALLSTAR is authorized to do business in California and properly
licensed and registered by all governmental authorities having jurisdiction over it.
5.5 Title to City. ALLSTAR warrants that title to Equipment will pass to the City either by
incorporation in the construction or upon the receipt of payment by ALLSTAR, whichever occurs first, free and
clear of all liens, claims, security interests or encumbrances, and that no seller of any Equipment or any portion
thereof will retain an interest therein or an encumbrance thereon.
5.6 Payments to Third Parties. ALLSTAR shall promptly pay all bills for labor and materials
furnished by others in connection with this Contract.
5.7 Warran.
5.7.1 ALLSTAR's Warranties. ALLSTAR 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 ALLSTAR 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, ALLSTAR 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. ALLSTAR shall be
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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 City's
existing equipment, storage and/or system by the use of defective Equipment provided by ALLSTAR
5.7.2 Manufacturers' Warranties. ALLSTAR shall obtain for the benefit of the City,
and assign to the City, commercially reasonable manufacturers' warranties, specifically, ALLSTAR warrants
the following:
All
manufacturers' warranties, any warranties typically provided by ALLSTAR and any other warranties made
applicable by law shall apply to the City's purchase of the Equipment. 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. ALLSTAR shall assist the City in the enforcement of all such
warranties.
5.7.3 Warran1y Period. ALLSTAR, 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 ALLSTAR 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. ALLSTAR's obligations hereunder shall include the
obligation to repair any damage to other property caused by the defective Equipment or the repair thereof.
ALLSTAR 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 ALLSTAR by law with respect to ALLSTAR's duties,
obligations and performance hereunder.
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6. Indemnification.
6.1 ALLSTAR's Indemnity. To the fullest extent permitted by law, ALLSTAR shall M064
indemnify and hold harmless City and its elected officials, officers, agents and employees from all clams,
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 ALLSTAR or its employees or agents
in the delivery of Equipment under this Contract, except to the extent arising from or caused by the sole
negligence or willful misconduct of the City, its officers, agents or employees. The terms of this indemnity shall
survive the termination of this Contract. The obligations in this Paragraph are in addition to ALLSTAR's duty
to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage
carried by ALLSTAR
6.2 Indemnity Process. The City shall notify ALLSTAR in writing of any suits, claims or
demands covered by this indemnity. Promptly after receipt of such notice, ALLSTAR shall assume the defense
of such claim with counsel reasonably satisfactory to City. If ALLSTAR 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 ALLSTAR 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 ALLSTAR 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. ALLSTAR shall not settle or compromise any claim or consent to the entry
of any judgment without the prior written consent of the City and without an unconditional release of all liability
by each claimant or plaintiff to the City.
7. Change Orders. The City reserves the right to make additions to or deletions from the Equipment
being purchased under this Contract. All such changes shall be incorporated in written change orders executed
by the City. The Change Orders shall specify the changes ordered and the adjustment of prices, delivery
schedules and warranties. Any Equipment or services added to this Contract under a Change Order shall be
subject to all of the terms and conditions of this Contract, except as otherwise set forth in the Change Order. No
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claim for additional compensation or extension of time shall be valid or recognized unless contained in a
Change Order signed by the Chief Executive Officer of the Light & Power Department.
8. Termination of the Contract.
8.1 Right of Termination. This Contract may be terminated by the City, with or without
cause, upon at least fifteen (15) calendar days' written notice delivered to ALLSTAR
8.2 Termination by City Without Cause. In the event of termination by the City without
cause, ALLSTAR shall be compensated for all Equipment delivered prior to the date of delivery of the
termination notice, plus compensation for (i) necessary work performed during the notice period and authorized
in the termination notice, and (ii) all costs reasonably and necessarily incurred by ALLSTAR directly
attributable to termination which could not reasonably have been avoided and for which ALLSTAR is not
otherwise compensated that are incurred through the date of the termination and in effectuating the termination
(the "Termination Expenses"). Termination Expenses shall not include lost profits, lost opportunities,
consequential damages, or the like.
8.3 Termination by the City for Cause or by ALLSTAR without Cause. If ALLSTAR
breaches this Contract, the City shall notify ALLSTAR in writing of said breach and if ALLSTAR has not cured
the defect and/or deficiency within fifteen (15) calendar days of delivery of said notice, the City shall have the
right to cancel this Contract on the 15th day following delivery of notice to ALLSTAR for cause. ALLSTAR
shall be responsible for all direct and indirect costs due to the City's re -procurement of the equivalent of the
Equipment cancelled pursuant to this Paragraph 8.3. If this Contract is terminated by the City with cause, or
terminated by ALLSTAR without cause, the City shall pay ALLSTAR for all Equipment delivered prior to the
date of delivery of the termination notice, subject to the right of the City to withhold such unpaid amounts
pending resolution of damages incurred by the City as a result of ALLSTAR's default and for any reason
described as a justification for a payment hold as set forth in Paragraph 4.3.
8.4 Actions Subsequent to Termination. Following the termination date, regardless of
whether the Contract is terminated with or without cause, and subject only to the payments described in
Paragraphs 8.2 or 8.3, as applicable, the City shall have no further duties, liabilities or obligations whatsoever
under this Contract. Upon a termination of this Contract, except for its obligations under Paragraph 12.5 below,
ALLSTAR shall have no further rights, duties, liabilities or obligations whatsoever under this Contract.
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Notwithstanding anything in this Contract, including the foregoing, to the contrary, Paragraphs 5, 6, 8, 9, 10,
11.2, 11.3, 11.4, 11.5 and 11.11 shall survive the termination of this Contract.
8.5 Delivery of Work Product and Documentation. Within three (3) business days after any
termination of this Contract, ALLSTAR shall deliver to the City all Work Product (as defined in Paragraph 9)
and all Documentation (as defined in Paragraph 4.1) pertaining to this Contract and any and all copies thereof,
whether in the possession of ALLSTAR or a party engaged by ALLSTAR; provided, however, that solely for its
internal auditing purposes, ALLSTAR may, at its sole expense, make and retain copies of Work Product
materials, subject to the confidentiality provisions of Paragraph 10. ALLSTAR shall also furnish all such
information, take all such other action and shall cooperate with the City as the City shall reasonably require in
order to effectuate an orderly and systematic termination of ALLSTAR's duties and activities hereunder.
9. Work Product. All finished or unfinished documents, plans, designs, drawings, data, databases,
studies, surveys, maps, models, photographs, reports and other materials, in whatever form or medium, prepared
by or for ALLSTAR, its officers, employees, agents in the course of performing the obtaining, delivering, and
selling to the City the Equipment sold under this Contract (collectively, the "Work Product"), but excluding
working notes and internal documents, shall be the property of City, and City shall have the sole right to use
such materials in its discretion without further compensation to ALLSTAR or to any other party. Work Product
materials shall be delivered to City by ALLSTAR as they are generated.
No reports, maps, or other documents produced in whole or in part under this Agreement shall be
the subject of an application for copyright by or on behalf of ALLSTAR.
10. Confidential Information.
10.1 Access to Confidential Information. The City may provide ALLSTAR or allow
ALLSTAR access to certain information not available to the public concerning the City or businesses located in
the City. The information may include information regarding companies located in the City, tax information,
utility usage, and information concerning various company's sales, value of assets, or other confidential
information about companies dealing with the City. All such non-public information shall be known as
"Confidential Information" and may not be by ALLSTAR for any purpose other than to perform its duties
hereunder.
10.2 No Disclosure. Except as expressly permitted by prior written consent of the City,
ALLSTAR 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. ALLSTAR 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 ALLSTAR has delivered all Equipment to be delivered pursuant to this Contract.
ALLSTAR hereby agrees that such Confidential Information and any documents provided may be used by
ALLSTAR only as authorized by the City.
10.3 Court Ordered Disclosure. ALLSTAR shall immediately notify the City of any court
order or subpoena requiring disclosure of Confidential Information, and shall cooperate with the City's legal
counsel in responding to any such order or subpoena. ALLSTAR may only disclose Confidential Information
required to be disclosed pursuant to court order or subpoena after legal counsel has exhausted any lawful and
timely appeal or challenge.
10.4 Exceptions to Confidentiality. The foregoing obligations shall not apply to any
Confidential Information lawfully in ALLSTAR's possession prior to its acquisition from the City; received in
good faith from a third parry not subject to any confidential obligation to the City; or that now is or later
becomes publicly known through no breach of confidential obligation by ALLSTAR
10.5 Remedies. In addition to any other remedies that it may have at law or in equity, the City
shall be entitled to a temporary and permanent injunction by a court of competent jurisdiction against any breach
or threatened breach of any of the provisions of this Paragraph 10. ALLSTAR acknowledges that in case of
such breach or threatened breach of said provisions, the City would have no adequate remedy at law, and the
City shall not be required to post a bond or other security or to prove damages.
11. General Provisions.
11.1 Entire Agreement. This Contract, with Exhibits A and B, each of which is attached
hereto and incorporated herein by this reference, represents the entire and integrated agreement between the
parties hereto, and supersedes and replaces all prior and contemporaneous negotiations, representations,
discussions, or agreements between the parties related to the matters set forth in this Contract. This Contract
may be amended or modified only by a written amendment signed by the parties.
11.2 Forum Selection. Any action brought relating to this Contract shall be brought and held
exclusively in a Court in or serving the County of Los Angeles, California.
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11.3 Arbitration. The parties agree that any and all disputes arising out of or in relation to this
Agreement, including without limitation any action in tort, shall be resolved exclusively, finally and
conclusively by arbitration in Los Angeles County, California under the auspices of 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.
11.4 Attorneys' Fees. If either party institutes an action or legal proceeding arising out of or
related to this Contract or the relationship of the parties or their rights or duties in connection with the matters
set forth in this Contract, whether sounding in tort, contract, or otherwise, the prevailing party in such action or
proceeding shall be entitled to recover from the other party all costs and expenses, including all costs and
reasonable attorneys' fees, in addition to any other remedy awarded by the court.
11.5 Notices. All notices required or permitted by this Contract shall be in writing and maybe
delivered in person (by hand or by messenger or courier service) or may be sent by certified or registered mail,
return receipt requested, or by facsimile transmission during normal business hours, if delivery is confirmed and
provided a copy is also delivered via delivery or mail, and shall be deemed effective upon delivery or refusal to
accept delivery, if served in a manner specified in this Paragraph 11.4 to the recipient as set forth below. If a
notice is delivered on a Saturday, Sunday, or holiday, it shall be deemed delivered on the next business day.
Notices to the parties shall be sent to the addresses set forth below, or such other address as is provided by one
party to the other in writing. If there is any change in a parry's address, that party shall give notice, in writing,
to the other party indicating the address change within five (5) business days.
CITY: THE CITY OF VERNON
Attn: Bruce V. Malkenhorst, Jr.
Acting City Clerk
4305 Santa Fe Avenue
Vernon, CA 90058-0805
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ALLSTAR: ALLSTAR FIRE EQUIPMENT, INC.
12328 Lower Azusa Road
Arcadia, CA 91006
Attn: Joseph A. Sposato, President
11.6 Status of ALLSTAR At all times during the term of this Contract, ALLSTAR shall be an
independent contractor. Except as the City may specify in writing, ALLSTAR shall have no authority, express
or implied, to act on behalf of the City in any capacity whatsoever as an agent. ALLSTAR shall have no
authority, expressed or implied, pursuant to this Contract to bind the City to any obligation whatsoever.
11.7 Insurance. ALLSTAR agrees to provide insurance in the amounts and forms specified in
Exhibit B, which is attached hereto and incorporated by reference. ALLSTAR shall submit to the City
documentation indicating compliance with these minimum requirements no less than one (1) day prior to the
beginning of performance under this Contract. ALLSTAR shall not commence performance of its work under
this Contract until the above insurance has been obtained and proof of insurance has been filed with and
approved by the City. ALLSTAR 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. ALLSTAR employs subcontractors as part of the services rendered,
ALLSTAR's protective coverage is required. ALLSTAR may include all subcontractors as insureds under its
own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein.
11.8 Assignment and Subcontracting Prohibited. No party to this Agreement may assignor
subcontract any right or obligation pursuant to this Agreement except with the express written consent of the
other party. Any other attempted or purported assignment of any right or obligation pursuant to this Agreement
shall be void and of no effect.
11.9 Partial Invalidity. Wherever possible, each provision hereof will be interpreted in such.
manner as to be effective and valid under applicable law, but in case any one or more of the provisions
contained herein is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any
respect, such provision will be limited to the extent required to make such provision valid and enforceable, and
if necessary, severed from this Contract. All other terms and conditions shall remain in full force and effect.
11.10 Time of the Essence. Time is of the essence in the performance of this Contract.
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11.11 Rights and Remedies. The City's rights and remedies under the Contract are turmulative
with and in addition to all other legal and equitable rights and remedies which the City may have under
applicable law.
IN WITNESS WHEREOF, the parties have caused this Contract to be executed by and through
their authorized officers on the date, month and year first written above.
CITY OF VERNON
ATTEST:
Bruce V. Malkenhorst, Jr., Acting City Clerk
APPROVED AS TO FORM
Eric T. Fresch, City Attorney
Lo
LEONIS C. MALBURG, Mayor
ALLSTAR FIRE EQUIPMENT, INC.
By:
Typed Name:
Title:
By:
Typed Name:
Title:
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Ex7y-yIBIT A
iuiz3izuv0 11:20 FAX 323 $26 1438 CITY CLERK'S OFFICE
009�21 Z2006 14 : 01 AL15TAf? F I M + 132358116e
4
ALLSTAR FIRE EQUIP' ..: T, INC
12328 Lower Azusa Road
Arcadia, California 91006
Phone 626 652-0900 t"t.
Fax: (626) 652-0919
Date: September 21, 2006
To; VERNON FIRE DEFT.
Attn: S/C DArVE .KIMES
Fax: 323-581-1682
Per your request, we are. pleated to quote on the following.-
[a Oka
NO. FES till
SAILES QUOTE
e
10/23/2006 11:21 FAX 323 826 1438 CITY CLERK'S ONCE
ow2l.— 7 ; 4 : 01 AL.LSTFO FIRE a '13235811682 }
ALL.STAR FIRE EQUIPMENT, INC S QUO .,
12328 Lower Azusa [load �
Arcadia, California. 91006
Phone (626) 652-0900 ..
Fax: (626) 652-0919
Date: September 21, 2006
To: VERNON FIRE DEPT.
Attu: D/C DAVE KIMES
Fax: 323- -5 a(. I (a`3z
Per your reguesr, we are pleased ro g4ote on the jollowiug:
QTY UNIT DESCRIPTION P110E EXTENSION
•I
21 EA 2001.73-15 SCOTT -02 CBRN UPGRADE KIT, HUD $475.00 S9,975.00
Q.b HOSE,
6 EA 200173-02 SCOTT -97 CBRN UPGRADE KIT, $475.00 S2,850.00
QD HOSE.
23 EA 200173-01 SCOTT -97 CBRN UPGRADE KIT,
$475.00 $10,925.00
STANDARD HOSE 1
NOTE: ON ALL OF THESE YOU ARE REUSING
YOUR HOSES.
TERMS NET 30 DAYS
FOB .POINT )DESTINATION
DELIVERY 6 WBEKS ARO
Quoted
T.PATTERSON
TOT.
S23,750.001
$1,959.38
■
E)C]E�BIT B
EXHIBIT B
INSURANCE SCHEDULE
ALLSTAR shall provide proof of insurance, including a standard certificate of insurance, in at least the
following amounts and coverage (combined single limit permitted):
I. Coverage and Limits
Hazards
Automobile Liability
Bodily Injury Property Damage
Each Person Each Accident Each Accident
Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Hired Automobiles $ 500,000 $1,000,000 $ 500,000
Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000
Workers' Compensation $ Statutory
Employers' Liability $1,000,000 per employer
II. Liability
General Liability
$1,000,000
$2,000,000
$1,000,000
Premises Operations
$1,000,000
$2,000,000
$1,000,000
Elevators (If Applicable)
$1,000,000
$2,000,000
$1,000,000
Independent Contractor
$1,000,000
$2,000,000
$1,000,000
Products - Completed Operations
$1,000,000
$2,000,000
$1,000,000
Contractual Liability
$1,000,000
$2,000,000
$1,000,000
Umbrella Liability
$2,000,000
$2,000,000
$2,000,000
a. The general liability policy shall contain the following special endorsements which shall be noted on or
attached to the standard certificate of insurance:
1. An original endorsement naming the City of Vernon, its officers, and employees as additional
insureds under the policy.
2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material
reduction of coverage.
3. An endorsement providing coverage for all operations under this Agreement and specifying the
activities covered.
4. Such other endorsement as may be required by City.
5. A copy of your general and umbrella insurance policy declarations page.
6. A copy of schedule of forms of endorsement.
b. In addition to the above, the Contractor shall provide such further proof of insurance documentation as
the City deems necessary.
EXHIBIT "B"
ALLSFIR-01 FRRO
AC RD,� CERI`IFICATE OF LIABILITY INSURANCE
° 1/14/2006 `'
PRODUCER (888) 825-4322
Bowermaster & Associates Insurance
P.O. Box 6026
10805 Holder Street - Suite 350
Cypress, CA 90630
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
INSURERS AFFORDING COVERAGE
NAIC 9
INSURED Ailstar Fire Equipment, Inc.
12328 Lower Azusa Road
Arcadia, CA 91066
INSURER A: St. Paul Travelers
SURER s: Preferred Employers Insurance Co.
INSURERC:
M1StIRER D:
INSURER E.
v THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POUCIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. — —
TYPE OF WSURANCE
POLICY NUMBER
POLICY EFFE
POLICY EXP TIpN
LIMITS
A
BE
X
GENERAL LIABILITY
X COM ERCaL GENERAL LIABILITY
CLAIMS MADE a OCCUR
Y630526D3563TIL06
8/1/2006
811 /2007
MN
$ 1,000, 000
PREMSES (Ea gel _
$ 10,
MED EXP (Any one person)
5
$ _ ,
PERSONAL S ADV INJURY
$ i,oa0,
9
GENERAL AGGREGATE
$ 2,000>
GEHL AGGREGATE LIMIT APPLIES PER:
POLICYF-I'mLoc
PRODUCTS - COMPIOP AGG
$ 2,000,
A
AUTOMOBILE
X
X
LIABILITY
ANY AUTO
ALL OWNED AUTOS
SCHEDULED AUTOS
HIRED AUTOS
NON -OWNED AUTOS
Y81052603563TIL06
8/1/2006
8/1/2007
COMBINED SINGLE LIMIT
(Eat )
$ 1,000,000
BOIL NJURY
$
BODILY INJURY
(Per accident)
$
X
PROPERTY DAMAGE
(Per accident)
$
GARAGE LIABILITY
ANY AUTO
AUTO ONLY - EA ACCIDENT
$
OTHER THAN EA ACC
AUTO ONLY: AGG
$
$
A
EXCESSAIMBRELLA LIABILITY
X OCCUR CLAIMS MADE
DEDUCTIBLE
RETENTION $
SMCUP526D3563TIL06
8/112006
8/1/2007
EACH OCCURRENCE
$ 3,000:
AGGREGATE
000
$ 3,000,
$
B
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
ANY PROPRtETORIPARTNERIEXECUTIVE
OFFICERIMEMBER EXCLUDED?
K describe under
ECIAL PROVISIONS below
KN1121515
8/15/2006
8/15/2007
X WC STATU- OTH-
Y
E.L. EACH ACCIDENT
$ 1,000,
E.L. DISEASE - EA EMPLOYEE
$ 1>�>
E.L. DISEASE - POLICY LIMIT
$ 1.000,00
q
OTHER
Commercial Property
Y630526D3663TILD6
8/112006
8/1/2007
Special Forn*JRC $950,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
10 day notice of cancellation for premium non-payment
City of Vernon is Additional Insured as respects to General Liability.
City of Vernon
Attn: Risk Management
4306 Santo Fe Ave.
Vernon, CA 90058-
w AA[>r1 AG MMA Mot
SHOULD ANY OF THE ABOVE DESCRIBED POLICES BE CANCELLED BEFORE THE EXPIRAT10
DATE THEREOF, THE MUM RMIREt WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO 00 SO SHALL
IMPOSE No OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS Olt
AUTHORED REPRESENTATIVE
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St Paul Travelers Cas & Surety Europe
(a member of St_Paul Travelers Insurance Companies)
A.M.Best *. 87376 ANN *: AA1120023
Address: Pullman Place, Great Western Phone: 860-954-7627
Road web: www.stpaultravelers corn
Gloucester GL1 3EA,UNITED
KINGDOM
Best's Ratings
Financial Strength Ratings View Definitions
Rating: A+ (Superior)
Affiliation Code: r (Reinsured)
Financial Size Category: XV ($2 billion or more)
Outlook: Stable
Action: Affirmed
Effective Date: May 30, 2006
* Denotes Under Review Best's_Ratinqs
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Long-Term:aa-
Outiook: Stable
Action: Affirmed
Date: May 30, 2006
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http://www3.ambest.com/ratings/FullProfile.asp?B1=0&AMBNum=87376&A1tSrc=1 &A... 11 /14/2006