Resolution No. 92111
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RESOLUTION NO. 9211
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 HI -DESERT
COMMUNICATIONS, A DIVISION OF CAZCOM, INC. FOR
COMMUNICATIONS SYSTEM UPGRADE FOR THE FIRE
DEPARTMENT
WHEREAS, the Vernon Fire Department desires to upgrade its
public address alerting system and its existing base station radios by
purchasing TCP/IP fire station units, base station radios and related
equipment (collectively, the "Equipment"); and
WHEREAS, the purchase of the Equipment would improve
emergency communication between the Communications Center and the fire
stations, make the system NFPA 1221 compliant, ensure that the Fire
Department maintains its Class 1 rating, assist the City in receiving a
better insurance rating, thereby enhancing the Fire Department's
operation and the services provided to citizens, residents and
businesses within the Vernon community; and
WHEREAS, Hi -Desert Communications, a Division of Cazcom, Inc..
("Hi -Desert"), is the exclusive Southern California distributor for
Zetron products, and is a vendor that the City has used in the past for
Zetron equipment and maintenance services; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (a) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to enter into a contract with Hi -Desert for the purchase of
the Equipment to enhance services provided to the Vernon community.
I NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
2 CITY OF VERNON AS FOLLOWS:
3 SECTION 1: The City Council of the City of Vernon hereby
4 finds and determines that the recitals contained hereinabove are true
5 and correct.
6 SECTION 2: The City Council of the City of Vernon hereby
7 approves the Equipment Purchase and Services Agreement with Hi -Desert,
8 in substantially the same form as Exhibit A which attached hereto and
9 incorporated herein by reference.
10 SECTION 3: The City Council of the City of Vernon hereby
11 authorizes the Mayor to execute said Agreement for, and on behalf of,
12 the City of Vernon and the Acting City Clerk is hereby authorized to
13 attest thereto.
14 SECTION 4: The City Council of the City of Vernon hereby
15 authorizes the Acting City Clerk, or his designee, to make whatever
16 nonsubstantive, administrative and/or text changes, upon advice of
17 counsel; to the Contract.
18 SECTION 5: The City Council of the City of Vernon hereby
19 directs the Acting City Clerk, or his designee, to send one fully
20 executed Agreement to:
21 Hi -Desert Communications, a Division of
Cazcom, Inca
22 Attn: C.A. "Ski" Zwarkowski, General Manager
17181 Jasmine Street
23 Victorville, CA 92395
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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 17th day of January, 2007.
ATTEST
BRUCE V. AALKENHORST, JR.
Acting City Clerk
��;9��IS C. MAL RG, MZyor
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STATE OF CALIFORNIA )
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ss
COUNTY OF LOS ANGELES )
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I, BRUCE V. MALKENHORST,
JR., Acting City Clerk of the City of
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Vernon, do hereby certify that
the foregoing Resolution, being
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Resolution No. 9211, was duly
adopted by the City Council of.the City
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of Vernon at a regular meeting
of the City Council duly held on
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Wednesday, January 17, 2007, and thereafter was duly signed by the
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Mayor of the City of Vernon.
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BRUCE . MALKENHORST, JR.
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Acting City Clerk
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(SEAL)
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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 17th day of January, 2007, 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 HI -DESERT COMMUNICATIONS, A
DIVISION OF CAZCOM, INC. hereinafter
referred as "Hi -Desert,"
17181 Jasmine Street
Victorville, CA 92395
RECITALS
WHEREAS, the City's Fire Department has determined that it needs to purchase
new Zetron TCP/IP System together with related equipment and licenses and an upgrade to
existing MCS2000 base station radios for compatibility with the current TCP/IP system and
Zetron Computer Aided Dispatch software (hereinafter collectively referred to as the
"Equipment"); and
WHEREAS, the purchase of the Equipment will improve the effectiveness of the
Fire Department's operation and enhance the emergency services provided to citizens, residents
and businesses within the Vernon community; and
WHEREAS, the Police Department has determined that Hi -Desert is the exclusive
Southern California distributor for Zetron, and the Department has used Hi -Desert in the past for
the maintenance of Zetron equipment in the Communications Center and is satisfied with the
work performed by the vendor; and
WHEREAS, Hi -Desert submitted Proposal Nos. 083006-01 and 11020601 for the
purchase of the Equipment and installation services (hereinafter collectively referred to as 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 Hi -Desert and the attendant costs; and
WHEREAS, Hi -Desert has advised the City that it is qualified and capable of
providing the Equipment 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 Hi -Desert to provide
for the purchase and delivery of Equipment and the labor to install the Equipment.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1.0 Purchase and Sale of the Equipment and Scope of Services
1.1 Hi -Desert agrees to sell, deliver and install the Equipment, including all material,
and the City agrees to purchase the Equipment and services as identified in Exhibit A.
1.2 Delivery. Hi -Desert shall obtain and sell and deliver the Equipment at the City of
Vernon, F.O.B. Job Site. Hi -Desert 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 Hi -Desert shall commence upon the signing of the Agreement by
both parties and shall end when Hi -Desert 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 six (6) to eight (8) weeks
from the issuance of City's purchase order. Completion of the services to be performed by Hi -
Desert is expected to be no later than sixty (60) days.
3.0 Contract Price
As full and complete compensation to Hi -Desert for the timely, proper and complete
performance of all obligations relating to this Agreement, City shall pay Hi -Desert, 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
Hi -Desert Communications.
A Division of Cazcom. Inc.
Attn: C.A. "Ski" Zwarkowski
17181 Jasmine Street
Victorville, CA 92396
Fax: 760-243-0886
Telephone: 760-243-2332 x 112
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 Hi -Desert 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. Hi -Desert 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 Hi -Desert 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.
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.
Cazcom, Inc.
Name:
Title:
Date:
Name:
Title:
Date:
City of Vernon
Name: Leonis C. Malburg, Mayor
Date:
ATTEST:
Bruce V. Malkenhorst, Jr.
Acting City Clerk
APPROVED AS TO FORM:
Jeff Harrison, Acting City Attorney
m
EXHIBIT A
Hi -Desert Communications
A Division of CAZCOM, Inc.
17181 Jasmine Street — Victorville, CA 92395
(760) 243-2332 - FAX (760) 243-0886
TO: City of Vernon Fire Department ATTN: Mike Wilson
PHONE:
PROPOSAL: 083006-01
Approximate Delivery: 3 weeks ARO
_T_
I'y
..'£'u
r
.�
Ol�i
EACH
E_XT'ENDED
1
6
901-9654
IP Fire Station Unit (4 Stations and 2
$
3,950.00
$
23,700.00
2
1
950-0601
IP Server
$
2,333.00
$
2,333.00
3
4
950-0840
IP Intercom
$
1,250.00
$
5,000.00
4
1
930-0110
VolP Server License
$
3,600.00
$
3,600.00
5
1
930-0111
IP FSA Server License
$
6,900.00
$
6,900.00
6
1
930-0112
IP FSA Console Client License -up to 5
concurrent users
$
3,900.00
$
3,900.00
7
1
950-0401
Sound Card
$
140.00
$
140.00
8
1
950-XXXX
Server PTT Adapter
$
125.00
$
125.00
9
1
930-0119
XML CAD Interface License -1 concurrent
user
$
3,000.00
$
3,000.00
Presented By:
Title:
Date:
Phone:
C.A."Ski" Zwarkow ski
General Manager
11/2/2006
760-243-2332 Ext.112
Equipment Sub -Total
$
48,698.00
Discount (40%)
$
(19,479.20)
Sub -Total
$
29,218.80
Programming
$
-
Sales Tax
$
2,410.55
Installation
$
3,000.00
Shi in /Handlin
$
72.56
TOTAL
$
34,701.91
Payment with Order
Balance Due on Delivery
$
34,701.91
Accepted By:
Title:
Date:
Statement Of Work
Hi Desert Communications will install a ZETRON FSA-IP (Fire Station Alerting
System) in the equipment room at the Vernon Police/Fire Department Dispatch Center.
This system will be interfaced to a CAD output port, (Standard DB-9 Connectivity), on
the Visionair Computer Aided Dispatch Server. Visionair will provide the Software
Interface for the ZETRON Model 26 Fire Station Alerting Controller in the Server.
The ZETRON FSA-IP Server will provide IP signaling for the following:
• Individual Fire Station Alerting:
Zoned Fire Station Alerting Control
• Voice Command and Alert to accompany the Alert
• Rip and Run Print out at the Fire Station downloaded in real time from the CAD
Server through the ZETRON Server.
The associated Model 6 located at each Fire Station will provide four distinct outputs for
connection and steering of the COMTECH Zoned Public Address System within each
Fire Station. If additional outputs are required, an additional "Slave" Model 6 will be
purchased by Vernon Fire and installed by Hi -Desert Communications to provide up to
four additional outputs totaling eight outputs at the Station.
The Model 6 located at each Fire Station will also provide Voice. Audio to the
COMTECH Zoned Public Address System for distribution in the Fire Station.
The Model 6 located at each Fire Station will also provide Rip and Run Printout of the
Dispatch Call in real time to a serial printer provided by the Vernon Fire Department.
Hi -Desert Communications will install the cable and printer in each Station.
C.A. Zwarkowski
Hi -Desert Communications
A Division of CAZCOM, Inc.
17181 Jasmine Street - Victorville, CA 92396
(760) 243-2332 - FAX (760) 243-0886
TO: Vernon Fire Department ATTN: Mike Wilson
PHONE:
PROPOSAL: 11020601
Approximate Delivery: upon requirement
1�
.�:� :.
1
4
Modification
Modify existing Motorola Mobile Radio to
provide proper decoding of 5/6 Tone and
to provide a separate Balanced 600 ohm
audio output for Public Address System in
Fire Station
$ 533.00
$ 2,132.00
Presented By: C.A."Ski" Zwarkowski
Title: General Manager
Date: 11/2/2006
Phone: 760-243-2332 Ext.112
Equipment Sub -Total
$ 2,132.00
Sales Tax
Sub -Total
$ 2,132.00
Cable Fabrication
Programming
Base Station Installation
Shipping/Hand lin
TOTAL
$ 2,132.00
Payment with Order
Balance Due on Delivery
$ 2,132.00
Accepted By:
Title:
Date:
0•
34,,701.91+
2, 132.00-t-
36,833.91
EXHIBIT B
EXHIBIT B
Compensation and Payment
1.0 Contract Price.
1.1 Not to Exceed Value
As Compensation for Hi-Desert's delivery of the Equipment and materials and
performance of the services in accordance with the terms and conditions of this
Agreement, City shall pay Hi -Desert a maximum contract price of not to exceed
Thirty -Seven Thousand Dollars and No Cents ($37,000.00), which includes
applicable sales tax, delivery, installation and a 40% discount (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 Hi-Desert'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 Hi -Desert for the
Equipment and services and any and all of Hi-Desert'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 Hi -Desert 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 Hi -Desert, 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 Hi -Desert 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
Hi -Desert shall submit invoices acceptable to City, and City shall make payment to Hi -
Desert 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. Hi -Desert 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 -
A
EXHIBIT C
EXHIBIT C
Insurance
Hi -Desert 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.
Hi -Desert 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.
Hi -Desert 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 Hi-Desert's
insurance coverages. Hi -Desert 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. "Hi -Desert" shall mean Hi -Desert Communications, a division of Cazcom,
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 Hi -Desert 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 Hi -Desert or any entity
within Hi-Desert's control or breach of this Agreement;
(3) Information which prior to disclosure hereunder, was already in Hi-
Desert's possession without limitation regarding disclosure to others; or
(4) Information which subsequent to disclosure hereunder, is obtained by
Hi -Desert 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 Hi -Desert
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 Hi -Desert and
required to be performed from time to time by City under the Agreement.
1.2 City's and Hi-Desert's Representations
Hi -Desert and City represents that it has read and understands the Agreement and
Contract Documents. Hi -Desert 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 Hi -Desert 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. Hi -Desert 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 Hi-Desert's work. Changes in the scope of
work, or duties and obligations, shall be authorized only by the City.
2.2 Hi Desert's Responsibilities
Unless otherwise specified in the Agreement, Hi -Desert shall furnish the
Equipment and perform the duties as outlined in the Agreement between the Hi -
Desert and the City.
2.3 Work Injury
The treatment and care of injuries sustained by Hi Desert's employees,
Subcontractor(s), representatives or other personnel shall be and remain the
responsibility of Hi -Desert. City's and/or Owner's first aid facilities, if any,
however, will be made available to Hi-Desert's employees in emergency cases
which are the direct result of accidents occurring on the Premises. City shall
incur no liability for, and Hi -Desert 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 Hi-
Desert'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
Hi -Desert 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 Acting City Clerk.
3.3 Terms of Payment
Hi -Desert shall be entitled to receive fifty percent (50%) upon issuance of the
Purchase Order and the balance due at the completion of Work. Hi -Desert shall
submit progress payment requests, prepared in accordance with City
requirements, upon completion of the Work. City will make payment to Hi -
Desert within thirty (30) days after acceptance and approval of the invoice
received from Hi -Desert.
D - 3
3.4 Records, Inspection and Audit
During the course of the Equipment being furnished and the Work being
performed, Hi -Desert and any of its Subcontractor(s), shall maintain and retain,
not less than three years after completion thereof, complete and accurate records
of the Hi-Desert'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 Hi -Desert shall include: (a)
payroll record accounting for the total time distribution of the Hi-Desert'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 Hi-Desert'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
Hi -Desert, 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 Hi -Desert 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 Hi -Desert 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 Hi -Desert directly
attributable to termination which could not reasonably have been avoided and for
which Hi -Desert 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, Hi -Desert 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
Hi -Desert 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 Hi -Desert nor any of those
employed in furnishing such services shall be deemed the agents, representatives,
employees or servants of City. Hi -Desert 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 Hi -Desert.
5.2 Insurance
Hi -Desert agrees to provide insurance in the amounts and forms specified in
Exhibit C, which is attached hereto and incorporated by reference. Hi -Desert
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. Hi -Desert 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.
Hi -Desert 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 Hi -Desert
employs subcontractors as part of the services rendered, Hi-Desert's protective
coverage is required. Hi -Desert 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
Hi -Desert 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. Hi -Desert represents that it
has, or shall secure, at its own expense, all personnel required to perform Hi-
Desert's services under this Agreement, but at all times shall be responsible for
the services of such personnel. Hi -Desert may not employ any subcontractor(s)
without the prior written approval of the City.
D - 5
5.4 Indemnification
Hi-Desert's Indemnity. To the fullest extent permitted by law, Hi -Desert 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 Hi -Desert 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 Hi-Desert's duty to provide insurance and shall not be limited by any
limitation on the amount or type of insurance coverage carried by Hi -Desert.
Indemnity Process. The City shall notify Hi -Desert in writing of any suits, claims
or demands covered by this indemnity. Promptly after receipt of such notice, Hi -
Desert shall assume the defense of such claim with counsel reasonably
satisfactory to City. If Hi -Desert 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 Hi -Desert 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 Hi -Desert.
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. Hi -
Desert 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, Hi -Desert 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 Hi -
Desert 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, Hi -Desert 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. Hi -Desert shall take reasonable precautions to safeguard any documents
containing Proprietary Information which City may supply to Hi -Desert
D-6
hereunder. Hi -Desert may copy, in whole or part, such documents to the extent
necessary for the performance of the Work and Hi -Desert 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, Hi -Desert
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. Hi -Desert 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 Hi -Desert has delivered all equipment and performed
all Work to be performed pursuant to this Agreement. Hi -Desert hereby agrees
that such Confidential Information and any documents provided may be used by
Hi -Desert and/or its subcontractors only as authorized by the City. Hi -Desert
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
Hi -Desert 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
Hi -Desert 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. Hi -Desert shall not discriminate against any employee or any
applicant for employment for reasons of race, color, creed, sex, age or national
origin.
Hi -Desert 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 Hi -Desert.
Hi -Desert 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 Hi-Desert's failure to perform the obligations imposed
upon it by this section.
5.8 Assignments and Subcontractors
Hi-Desert'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
D - 7
assignment or delegation or subcontract in violation of this section shall, at City's
discretion, be void. Consent by City shall not relieve Hi -Desert of responsibility
for performance of Hi-Desert's obligations hereunder. City may assign all or any
part of this Agreement at any time effective immediately upon written notification
to Hi -Desert.
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
F
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
Hi -Desert 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 Hi -Desert 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, Hi -Desert 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. Hi -Desert 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
City's existing equipment, storage and/or system by the use of defective
equipment provided by Hi -Desert.
Manufacturers' Warranties. Hi -Desert shall obtain for the benefit of the City, and
assign to the City, commercially reasonable manufacturers' warranties. Hi -Desert
shall provide a one (1) year labor and material warranty to begin upon City's
acceptance of the Equipment. All manufacturers' warranties, any warranties
typically provided by Hi -Desert 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. Hi -Desert shall assist the City in the enforcement of all such
warranties.
Warranty Period. Hi -Desert, 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 Hi -Desert 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 bylaw 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. Hi-Desert's obligations hereunder shall include the
obligation to repair any damage to other property caused by the defective
Equipment or the repair thereof. Hi -Desert 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 Hi -Desert by law with respect Hi-Desert's duties, obligations and
performance hereunder.
5.19. Copyright.
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
Hi -Desert.
- End of Exhibit D
D-10
EXHIBIT E
EXHIBIT E
Form Change Order
CHANGE
Contract Number:
Change Number:
The requirements of the above designated Agreement are changed as follows:
City and Hi -Desert agree that Hi-Desert's compensation shall be adjusted as follows:
City and Hi -Desert agree that Hi-Desert'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.
Cazcom, Inc. (Hi -Desert Communications) City (City of Vernon, California)
By By
Date Date
E-1
INSTRUCTIONS TO HI -DESERT
Contract Number:
Instruction to Hi -Desert Number:
Date:
Specific Instructions to Hi -Desert:
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 Hi -Desert, 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, Hi -Desert 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 Hi -Desert 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
(Hi -Desert shall, within 10 days of the receipt of these instructions, furnish City a statement of its
proposal for adjustment in contract compensation occasioned hereby. Hi -Desert 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 Hi -Desert 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. Hi-Desert's signature hereon does not indicate his acceptance of the
classification assigned hereto by City.
Hi-Desert's Representative
- End of Exhibit E -
Date
Date
E-2
lihTlfl mr.
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
March 1, 2007
Hi -Desert Communications, a Division of
Cazcom, Inc.
Attn: C.A. "Ski" Zwarkowski, General Manager
17181 Jasmine Street
Victorville, CA 92395
Re: Equipment Purchase and Services Agreement
Dear Mr. Zwarkowski:
The insurance requirements have been met. Transmitted herewith is a
fully executed agreement, as referenced above, approved by City
Council on January 17, 2007, through Resolution No. 9211.
If you have any questions regarding this matter, please call Mr. Mark
Whitworth at 323/583-8811 ext. 280.
e y truly yours,
r
Nelly iron
Acting City Clerk
NG:dr
c: Mark Whitworth
Dolores Jaunzemis
Resolution No. 9211
Agreement File No. 07-008
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 17th day of January, 2007, 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 HI -DESERT COMMUNICATIONS, A
DIVISION OF CAZCOM, INC. hereinafter
referred as "Hi -Desert,"
17181 Jasmine Street
Victorville, CA 92395
RECITALS
WHEREAS, the City's Fire Department has determined that it needs to purchase
new Zetron TCP/IP System together with related equipment and licenses and an upgrade to
existing MCS2000 base station radios for compatibility with the current TCP/IP system and
Zetron Computer Aided Dispatch software (hereinafter collectively referred to as the
"Equipment"); and
WHEREAS, the purchase of the Equipment will improve the effectiveness of the
Fire Department's operation and enhance the emergency services provided to citizens, residents
and businesses within the Vernon community; and
WHEREAS, the Fire Department has determined that Hi -Desert is the exclusive
Southern California distributor for Zetron, and the Department has used Hi -Desert in the past for
the maintenance of Zetron equipment in the Communications Center and is satisfied with the
work performed by the vendor; and
WHEREAS, Hi -Desert submitted Proposal Nos. 083006-01 and 11020601 for the
purchase of the Equipment and installation services (hereinafter collectively referred to as 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 Hi -Desert and the attendant costs; and
WHEREAS, Hi -Desert has advised the City that it is qualified and capable of
providing the Equipment 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 Hi -Desert to provide
for the purchase and delivery of Equipment and the labor to install the Equipment.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1.0 Purchase and Sale of the Equipment and Scope of Services
1.1 Hi -Desert agrees to sell, deliver and install the Equipment, including all material,
and the City agrees to purchase the Equipment and services as identified in Exhibit A.
1.2 Deliverv. Hi -Desert shall obtain and sell and deliver the Equipment at the City of
Vernon, F.O.B. Job Site. Hi -Desert 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 Hi -Desert shall commence upon the signing of the Agreement by
both parties and shall end when Hi -Desert 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 six (6) to eight (8) weeks
from the issuance of City's purchase order. Completion of the services to be performed by Hi -
Desert is expected to be no later than sixty (60) days.
3.0 Contract Price
As full and complete compensation to Hi -Desert for the timely, proper and complete
performance of all obligations relating to this Agreement, City shall pay Hi -Desert, 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
Hi=Desert Communications.
A Division of Cazcom. Inc.
Attn: C.A. "Ski" Zwarkowski
17181 Jasmine Street
Victorville, CA 92396
City— City of Vernon, California
Attn: Bruce V. Malkenhorst, Jr.
Acting City Clerk
4305 Santa Fe Avenue
Vernon, California 90058
Fax: 760-243-0886 Fax: 323-826-1438
Telephone: 760-243-2332 x 112 Telephone: 323-583-8811 ext 260
5.0 Law and Arbitration
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 Hi -Desert 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. Hi -Desert expressly waives all claims for compensation based upon quantum merit,
implied contractor 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 Hi -Desert 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.
Cazcom, Inc.
Name: C . • "Src►" ZwA2�vWstL�
Title: GF-wF-gAt . dY1AUA(,EIS.
Date: I— Z 3 -Z,DOI
Name:
Title:
Date:
City of Vernon
t
Name.-Leonis C. Malburg, Mayor
Date: V-e 7-
A
Bruce V. Malkenhorst, Jr.
Acting City Clerk
APPROVED AS TO FORM:
J f a 'son, Acting City Attorney
4
Hi -Desert Communications
A Division of CAZCOM,, Inc.
17181 Jasmine Street — Victorville, CA 92395
(760) 243-2332 - FAX (760) 243-0886
�2° o
TO: City of Vernon Fire Department ATTN: Mike Wilson
PHONE:
PROPOSAL:
Approximate Delivery: 3 weeks ARO
083006-01
Y vi
=.x;
IION
I
EMENDED
1
6
901-9654
IP Fire Station Unit (4 Stations and 2
$
3,950.00
$
23,700.00
2
1
950-0601
IP Server
$
2,333.00
$
2,333.00
3
4
950-0840
IP Intercom
$
1,250.00
$
5,000.00
4
1
930-0110
VolP Server License
$
3,600.00
$
3,600.00
5
1
930-0111
IP FSA Server License
$
6,900.00
$
6,900.00
6
1
930-0112
IP FSA Console Client License -up to 5
concurrent users
$
31,900.00
$
3,900.00
7
1
950-0401
Sound Card
$
140.00
$
140.00
8
1
950-XXXX
Server PTT Adapter
$
125.00
$
125.00
9
1
930-0119
XML CAD Interface License -1 concurrent
user
$
3,000.00
$
3,000.00
Presented By:
Title:
Date:
PhOne:
CA."Ski" Zwarkowski
General Manager
11/2/2006
760-243-2332 Ext.112
Equipment Sub -Total
Discount (40%)
Sub -Total
Programming
Sales Tax
Installation
Shi in /Handlin
TOTAL
Payment with Order
Balance Due on Delivery
$
48,698.00
$
(19,479.20)
$
29,218.80
$
-
$
2,410.55
$
3,000.00
$
72.56
$
34,701.91
$
34,701.91
Accepted By:
Title:
Date:
Statement Of Work
Hi Desert Communications will install a ZETRON FSA-IP (Fire Station Alerting
System) in the equipment room at the Vernon Police/Fire Department Dispatch Center.
This system will be interfaced to a CAD output port, (Standard DB-9 Connectivity), on
the Visionair Computer Aided Dispatch Server. Visionair will provide the Software
Interface for the ZETRON Model 26 Fire Station Alerting Controller in the Server.
The ZETRON FSA-IP Server will provide IP signaling for the following:
• Individual Fire Station Alerting:
Zoned Fire Station Alerting Control
• Voice Command and Alert to accompany the Alert
• Rip and Run Print out at the Fire Station downloaded in real time from the CAD
Server through the ZETRON Server.
The associated Model 6 located at each Fire Station will provide four distinct outputs for
connection and steering of the COMTECH Zoned Public Address System within each
Fire Station. If additional outputs are required, an additional "Slave" Model 6 will be
purchased by Vernon Fire and installed by Hi -Desert Communications to provide up to
four additional outputs totaling eight outputs at the Station.
The Model 6 located at each Fire Station will also provide Voice Audio to the
COMTECH Zoned Public Address System for distribution in the Fire Station.
The Model 6 located at each Fire Station will also provide Rip and Run Printout of the
Dispatch Call in real time to a serial printer provided by the Vernon Fire Department.
Hi -Desert Communications will install the cable and printer in each Station.
C.A. Zwarkowski
4
Hi -Desert Communications
A Division of CAZCOM, Inc.
17181 Jasmine Street — Victorville, CA 92395
(760) 243-2332 FAX (760) 243-0886
TO: Vernon Fire Department ATTN: 'Mike Wilson
PHONE:
PROPOSAL:
Approximate Delivery: upon requirement
11020601
1 4 Modification Modify existing Motorola Mobile Radio to $ 533.00 $ 2,132.00
provide proper decoding of 5/6 Tone and
to provide a separate Balanced 600 ohm
audio output for Public Address System in
Fire Station
tk
Equipment Sub -Total $ 2,132.00
Presented By: C.A."Ski Zwarkowski Sales Tax
Title: General Manager Sub -Total $ 2,132.00
Date: 11/2/2006 Cable Fabrication
Phone: 760-243-2332 Ext.112 Programming
(Base Station Installation i -_
TOTAL $ 2,132.00
Payment with Order
Balance Due on Delivery $ 2,132.00
Accepted By:
Title:
Date:
I
[wivollAy"lk
EXHIBIT B
Compensation and Payment
1.0 Contract Price.
1.1 Not to Exceed Value
As Compensation for Hi-Desert's delivery of the Equipment,and materials and
performance of the services in accordance with the terms and conditions of this
Agreement, City shall pay Hi -Desert a maximum contract price of not to exceed
Thirty -Seven Thousand Dollars and No Cents ($37,000.00), which includes
applicable sales tax, delivery, installation and a 40% discount (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 Hi-Desert'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 Hi -Desert for the
Equipment and services and any and all of Hi-Desert'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 Hi -Desert 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
riii
The compensation due Hi -Desert, 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 Hi -Desert or credit due City for a
change shall not be subject to adjustment for any reason, including changes in the value
of any currency.
MW
3.0 Invoicing and Payment
Hi -Desert shall submit invoices acceptable to City, and City shall make payment to Hi -
Desert 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. Hi -Desert 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 -
D
EXHIBIT C
Insurance
Hi -Desert 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,f erther within this Agreement and shall be endorsed to
provide City and Owner all the rights and privileges of an additional insured.
Hi -Desert 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.
Hi -Desert 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 Hi-Desert's
insurance coverages. Hi -Desert 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.. "Hi -Desert" shall mean Hi -Desert Communications, a division of Cazcom,
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 Hi -Desert 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 - I
(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 Hi -Desert or any entity
within Hi-Desert's control or breach of this Agreement;
(3) Information which prior to disclosure hereunder, was already in Hi-
Desert's possession without limitation regarding disclosure to others; or
(4) Information which subsequent to disclosure hereunder, is obtained by
Hi -Desert 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 Hi -Desert
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 Hi -Desert and
required to be performed from time to time by City under the Agreement.
1.2 City's and Hi-Desert's Representations
Hi -Desert and City represents that it has read and understands the Agreement and
Contract Documents. Hi -Desert 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 Hi -Desert 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. Hi -Desert 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 Hi-Desert's work. Changes in the scope of
work, or duties and obligations, shall be authorized only by the City.
2.2 Hi Desert's Responsibilities
Unless otherwise specified in the Agreement, Hi -Desert shall furnish the
Equipment and perform the duties as outlined in the Agreement between the Hi -
Desert and the City.
2.3 Work Injury
The treatment and care of injuries sustained by Hi Desert's employees,
Subcontractor(s), representatives or other personnel shall be and remain the
responsibility of Hi -Desert. City's and/or Owner's first aid facilities, if any,
however, will be made available to Hi-Desert's employees in emergency cases
which are the direct result of accidents occurring on the Premises. City shall
incur no liability for, and Hi -Desert 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 Hi-
Desert'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
Hi -Desert 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 Acting City Clerk.
3.3 Terms of Payment
Hi -Desert shall be entitled to receive fifty percent (50%) upon issuance of the
Purchase Order and the balance due at the completion of Work. Hi -Desert shall
submit progress payment requests, prepared in accordance with City
requirements, upon completion of the Work. City will make payment to Hi -
Desert within thirty (30) days after acceptance and approval of the invoice
received from Hi -Desert.
D-3
3.4 Records, Inspection and Audit
During the course of the Equipment being furnished and the Work being
performed, Hi -Desert and any of its Subcontractor(s), shall maintain and retain,
not less than three years after completion thereof, complete and accurate records
of the Hi-Desert'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 Hi -Desert shall include: (a)
payroll record accounting for the total time distribution of the Hi-Desert'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 Hi-Desert'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
Hi -Desert, 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 Hi -Desert 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 Hi -Desert 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 Hi -Desert directly
attributable to termination which could not reasonably have been avoided and for
which Hi -Desert 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.
D-4
4.3 Loss of Profits
In the event of any termination of this Contract or reduction in equipment or
scope of the Work, Hi -Desert 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
Hi -Desert 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 Hi -Desert nor any of those
employed in furnishing such services shall be deemed the agents, representatives,
employees or servants of City. Hi -Desert 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 Hi -Desert.
5.2 Insurance
Hi -Desert agrees to provide insurance in the amounts and forms specified in
Exhibit C, which is attached hereto and incorporated by reference. Hi -Desert
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. Hi -Desert 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.
Hi -Desert 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 Hi -Desert
employs subcontractors as part of the services rendered; Hi-Desert's protective
coverage is required. Hi -Desert 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
Hi -Desert 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. Hi -Desert represents that it
has, or shall secure, at its own expense, all personnel required to perform Hi-
Desert's services under this Agreement, but at all times shall be responsible for
the services of such personnel. Hi -Desert may not employ any subcontractor(s)
without the prior written approval of the City.
D - 5
5.4 Indemnification
Hi-Desert's Indemnity. To the fullest extent permitted by law, Hi -Desert 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 Hi -Desert 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 Hi-Desert's duty to provide insurance and shall not be limited by any
limitation on the amount or type of insurance coverage carried by Hi -Desert.
Indemnity Process. The City shall notify Hi -Desert in writing of any suits, claims
or demands covered by this indemnity. Promptly after receipt of such notice, Hi -
Desert shall assume the defense of such claim with counsel reasonably
satisfactory to City. If Hi -Desert 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 Hi -Desert 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 Hi -Desert.
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. Hi -
Desert 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, Hi -Desert 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 Hi -
Desert 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, Hi -Desert 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. Hi -Desert shall take reasonable precautions to safeguard any documents
containing Proprietary Information which City may supply to Hi -Desert
BE
hereunder. Hi -Desert may copy, in whole or part, such documents to the extent
necessary for the performance of the Work and Hi -Desert 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, Hi -Desert
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. Hi -Desert 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 Hi -Desert has delivered all equipment and performed
all Work to be performed pursuant to this Agreement. Hi -Desert hereby agrees
that such Confidential Information and any documents provided may be used by
Hi -Desert and/or its subcontractors only as authorized by the City. Hi -Desert
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
Hi -Desert 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
Hi -Desert 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. Hi -Desert shall not discriminate against :any employee or any
applicant for employment for reasons of race, color, creed, sex, age or national
origin.
Hi -Desert 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 Hi -Desert.
Hi -Desert 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 Hi-Desert's failure to perform the obligations imposed
upon it by this section.
5.8 Assignments and Subcontractors
Hi-Desert'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
D 7
assignment or delegation or subcontract in violation of this section shall, at City's
discretion, be void. Consent by City shall not relieve Hi -Desert of responsibility
for performance of Hi-Desert's obligations hereunder. City may assign all or any
part of this Agreement at any time effective immediately upon written notification
to Hi -Desert.
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
M
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
Hi -Desert 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 Hi -Desert 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, Hi -Desert 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. Hi -Desert 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
City's existing equipment, storage and/or system by the use of defective
equipment provided by Hi -Desert.
Manufacturers' Warranties. Hi -Desert shallobtain for the benefit of the City, and
assign to the City, commercially reasonable manufacturers' warranties. Hi -Desert
shall provide a one (1) year labor and material warranty to begin upon City's
acceptance of the Equipment. All manufacturers' warranties, any warranties
typically provided by Hi -Desert 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. Hi -Desert shall assist the City in the enforcement of all such
warranties.
Warranty Period. Hi -Desert, 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 Hi -Desert 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. Hi-Desert's obligations hereunder shall include the
obligation to repair any damage to other property caused by the defective
Equipment or the repair thereof. Hi -Desert 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 Hi -Desert by law with respect Hi-Desert's duties, obligations and
performance hereunder.
5.19. Copyright.
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
Hi -Desert.
- End of Exhibit D
D-10
ol 0:
EXHIBIT E
Form Chance Order
CHANGE
Contract Number:
Change Number:
The requirements of the above designated Agreement are changed as follows:
City and Hi -Desert agree that Hi-Desert's compensation shall be adjusted as follows:
City and Hi -Desert agree that Hi-Desert'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.
Cazcom, Inc. (Hi -Desert Communications) City (City of Vernon, California)
By By
Date Date
E-1
INSTRUCTIONS TO HI -DESERT
Contract Number:
Instruction to Hi -Desert Number:
Date:
Specific Instructions to Hi -Desert:
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 Hi -Desert, 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, Hi -Desert 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 Hi -Desert 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
(Hi -Desert shall, within 10 days of the receipt of these instructions, furnish City a statement of its
proposal for adjustment in contract compensation occasioned hereby. Hi -Desert 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 Hi -Desert 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. Hi-Desert's signature hereon does not indicate his acceptance of the
classification assigned hereto by City.
Hi-Desert's Representative
- End of Exhibit E -
Date
Date
E-2
DATE: January 23, 2007
TO: Nelly Giron
Deputy City Clerk
FROM: Willard G. Yamaguchi
Chief Deputy City Attorney/Acting Risk Manager
RE: Hi -Dessert Communications/Cazcom, 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:
• Evanston Insurance Company (General Liability)
• Explorer Insurance Company (Automobile Liability)
• State Fund (Workers Compensation)
This concerns the purchase of Zetron TCP/IP paging equipment for
placement at all (4) Fire Stations.
WY/kr
cc: Debbie Nickens
ACORAR CERTIFICATE OF LIABILITY INSURANCE
DATE(MMIDDJYWY)
01/2212007
PRODUCER Phone: (71301245-2561
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Fairway Insurance Center Inc.
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
17072 Silica Dr Suite #103
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
Victorvilie, CA 92352
ALTER THE COVERAGE AFFORDED BY THE POLICES BELOW.
License #: OC46082
INSURERS AFFORDING COVERAGE
NAIC 0
INSURED -
Cazcom Inc. DBA: Hi Desert Communication
IN9URERA: Evanston Insurance Cam n
INSURER Explorer Insurance Company
Clifford Ztnrar6corrski
INSURER G; to Fund
17181 Jasmine Si.
INSURER
Victorville, CA 92392
IURER E;
r_0VFRArGEs
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
POLICIES- AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
IPMR
WL
POLICY NUMBER
POUCYEFMCTIVEfilmm
POLICY €IrP�lt
WMITS
A
Y
GENERALLIABILITY
CP040700310
09/30/2006
00/30/2007
EACH OCCURRENCE
$ 1,000000
TEE( n
PREMSES
S 100 .000
X COMMERCIAL GENERAL LIABILITY
CLAIMS MADE lJ OCCUR
-
-
MEDEXP(Anyone Pereon),
S 5
PERSONAL & ADV INJURY
$ 1 Q00 0 0
_
GENERAL AGGREGATE
S 200 00
GEN'L AGGREGATE LIMIT APPLIES PER:
PRODUCTS - COW10PAGG
$ 2,000,000
X POLICYF_j PRO- LOC
B
AUTOMOBILE
V`
LIABILITY
ANYAUTO
CBU2013947
10122/2006
1012212007
COMBINED SINGLE LIMIT
(Ea sec(dem) -
S 1 000 000
BODILY INJURY
(Per person)
S
X
ALLOWNEDAUTOS
SCHEDULED AUTOS
-
BODILY INJURY
(Per se idenl)
S
HIRED AUTOS
NON-OWNEDAUTOS
PROPERTY DAMAGE
(Per wddenQ
S -
_
-
_GARAGE LIABILITY
...
AUTO ONLY - EA ACCIDENT
S - -
OTHER THAN EA ACC
$
ANYAUTO
- -
S
AUTO ONLY: AGO
EXCESSIUMBRELLA LIABILITY
OCCUR CLAW MADE
EACH OCCURRENCE
$
AGGREGATE
S
S
S
DEDUCTIBLE
S
RETENTION S
C
WORKERS COMPENSATION AND
1770946-06
06/2212006
06t22l2007
X ITNRYK72,. OTH-
EMPLOYERS' LIABILITY
OFFICERIMEMBER EXCLUDED? /EXECUTIVE ANY PROPRETORlE
CLl1DE
E.L. EACH ACCIDENT
S 1,000,000
El. DISEASE - EA EMPLOY
S 1,000,000
Ives de aft wider
SPECIAL PROVISIONS belm
E.L. DISEASE -POLICY LIMIT
$ 1
OTHER
DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
10 Day notice of cancellalion for non-payment of premium.
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
"
DATE THEREOF; THE ISSUMI6 INSURER VML ENDEAVOR TO MAIL 30 DAYS WRITTEN
City of Vernon
NOTICE TD THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO $0 SHALL
4306 Santa Fe Avenue
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, nS AGENT$ OR
Vernon, CA 90058
REPRESENTATIVES.
A1RF10 REPRESENTATIVE .^ .
rT"I .-T a-F�Fi`TiTi; f hT;11
Printed by CIL on January 22, 2OD7 at 02:35PM
EVANSTON INSURANCE COMPANY
MARIW
BLANKET ADDITIONAL INSURED ENDORSEMENT
'ATTACHED TO AND FORMING 'EFFEGME DATE 'ISSUED TO
PART Or POLICY NO. OF ENDORSEMENT
THIS ENDORSEMENT CHANGES THE POLICY.
SECTION II - WHO IS AN INSURED of the Commercial General Liability Form is amended to
include:
Person or Entity: AS AN ADDITIONAL INSURED, ANY PERSON OR ORGANIZATION TO
WHOM YOU ARE OBLIGATED BY VALID WRITTEN CONTRACT TO
PROVIDE SUCH COVERAGE BUT ONLY AS RESPECTS LIABILITY
FOR "BODILY INJURY" OR "PROPERTY DAMAGE" CAUSED BY THE
NEGLIGENCE OF THE
Named Insured and only for occurrences, claims or coverage not otherwise excluded in the policy.
It is further agreed that where no coverage shall apply herein for the Named Insured, no coverage
nor defense shall be afforded to the above identified additional insured.
Moreover, it is agreed that no coverage shall be afforded to the above -identified additional insured
for any "bodily injury," "personal Injury," or "property damage" to any employee of the Named
Insured or to any obligation of the additional insured to indemnify another because of damages
arising out of such injury.
Additional Premium:
AUTIiORIZED RE ��EN7A71VE )ATE
WE-009.01170105j
Best's Rating Center e Company Information for Evanston Insurance Company
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Press Releases A.M.Best #: 03759 NAIC #: 36376 FEIN #: 362950161
Stock Ticker: New York Stock Exchange NYSE MKL
Related Products t: Address: Ten Parkway North Phone: 847-572-6000
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Financial Strength Ratings View Definitions
Rating: A (Excellent)
Affiliation Code: g (Group)
Financial Size Category: XII ($1 billion to $1.25 billion)
Outlook: Stable
Action: Affirmed
Effective Date: June 23, 2006
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Long-Term:a
Outlook: Stable
Action: Affirmed
Date: June 23, 2006
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