Resolution No. 95551
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RESOLUTION NO. 9555
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 ADVANCED
ELECTRONICS, INC. FOR FIBER OPTIC CONVERSION OF
POLICE AND FIRE RADIO COMMUNICATION SYSTEMS
WHEREAS, the Fire Department desires to purchase five (5)
single mode fiber TX, 2 Channel Receivers, five (5) single mode fiber
RX, 2 channel receivers, one (1) fiber optic rack shelf together with
necessary parts, accessories, hardware, installation and testing
(hereinafter collectively referred to as the "Equipment") to convert the
Police and Fire radio communication systems to a fiber optic system;
Iand
WHEREAS, the purchase of the Equipment will improve the Fire
and Police Department's effectiveness and the Fire and Police
Department's operation and services provided to citizens, residents
and businesses within the Vernon community; and
WHEREAS, the Police Department has purchased equipment and
services from Advanced Electronics, Inc. ("Advanced") in the past,
Advanced is familiar with the City's requirements and currently
maintains various equipment for the Fire and Police Departments; and
WHEREAS, on February 12, 2008, the Finance Committee Section
of the City Council recommended the purchase of the Equipment and
services, subject to the approval of an agreement; and
WHEREAS, the City Council of the City 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 an agreement with Advanced.
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NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Equipment Purchase and Services Agreement, in
substantially the same form as the copy which is attached hereto as
Exhibit A and incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for,
and on behalf of, the City of Vernon and the City Clerk is hereby
authorized to attest thereto.
SECTION 4: The City Council of the City hereby authorizes
the City Administrator, or his designee, to make whatever non -
substantive, administrative and/or text changes, upon advice of
counsel, to the Agreement.
SECTION 5: The City Council of the City of Vernon hereby
directs the City Clerk, or her designee, to send a fully executed
Agreement to:
Advanced Electronics, Inc.
Attn.: Robert W. Conrey, President
2601 Manhattan Beach Blvd.
Redondo Beach, CA 90278-1604
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SECTION 6: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 19th day of February, 2008.
ATTEST:
MAN E A GIRON, Cit Clerk
Name: Leonis C. Malburg
Title: Mayor or ro- e
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
certify that the foregoing Resolution, being Resolution No. 9555, was
duly adopted by the City Council of the City of Vernon at a regular
meeting of the City Council duly held on Tuesday, February 19, 2008,
and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the
City of Vernon.
(SEAL)
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MANUELA GIRO , City Clerk
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EXHIBIT A
EQUIPMENT PURCHASE AND SERVICES AGREEMENT
This AGREEMENT ("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 19t" day of February, 2008, in the City of Vernon,
County of Los Angeles, California
BY AND BETWEEN CITY OF VERNON, a municipal
corporation, hereinafter referred to as
the "City"
4305 Santa Fe Avenue
Vernon, California 90058
AND Advanced Electronics, Inc., hereinafter
referred as "Contractor,"
2601 Manhattan Beach Blvd.
Redondo Beach, CA 90278-1604
RECITALS
WHEREAS, the City's Fire Department desires to convert the connectivity of
its existing radio communication system to a fiber optic system, which conversion will also
include the radio communication system of the Police Department; and
WHEREAS, the City's Fire Department desires to purchase five (5) single
mode fiber TX, 2 Channel Receivers, five (5) single mode fiber RX, 2 channel receivers,
one (1) fiber optic rack shelf together with necessary parts, accessories, hardware,
installation and testing (hereinafter collectively referred to as the "Equipment") to convert
the Police and Fire radio communication systems to a fiber optic system; and
WHEREAS, the purchase of the Equipment will improve the effectiveness of
both the Police and Fire Department's operations and services provided to citizens,
residents and businesses within the Vernon community; and
WHEREAS, both the Police and Fire Departments have purchased
equipment and services from Contractor, Contractor currently maintains various
equipment within the Departments and Contractor is familiar with the City's requirements;
and
WHEREAS, Contractor submitted a quote for the purchase of the
Equipment dated October 3, 2007 for the purchase of the Equipment and installation
and testing services (hereinafter collectively referred to as the "Proposal"), a copy of
which is attached hereto as Exhibit A and incorporated by reference; and
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WHEREAS, the Proposal includes a description of the Equipment and
services to be performed by Contractor and the attendant costs; and
WHEREAS, Contractor 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 Contractor to
provide for the purchase and delivery of Equipment, material and the labor to install and
test the Equipment on a contractual basis as defined in the terms and conditions set
forth below.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
SECTION 1. PURCHASE OF EQUIPMENT
1.01. Contractor agrees to sell, deliver, install and test the Equipment, including all
material, and the City agrees to purchase the Equipment and installation and testing
services as identified in Exhibit A.
1.02. Delivery. Contractor shall obtain and sell, deliver and test the Equipment at the
City of Vernon, F.O.B. Job Site. Contractor 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.
SECTION 2. TERM OF CONTRACT
2.01. This Agreement will become effective upon issuance of a Purchase Order, and
will continue in effect until such time as the City approves the scope of work
completed pursuant to the Proposal or until terminated as provided in this
Agreement.
SECTION 3. DEFINITION OF TERMS
3.01. Whenever used in the Agreement, the following terms shall mean:
A. "Agreement" shall mean that formally executed Agreement or Contract
which includes the Contract Documents attached. The Agreement
constitutes the entire agreement between the parties relating to its subject
matter.
B. "City" shall mean the City of Vernon, California, the entity which has
executed the Agreement and, where applicable, its affiliated companies,
and its officers, directors, employees, representatives and agents.
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C. "Contractor" shall mean Advanced Electronics, Inc. and where applicable,
its affiliated companies, and its officers, directors, employees,
representatives and agents.
D. "Contract Documents" shall include any inquiry, invitation to bid, or
proposal which may have, but not necessarily, preceded execution of the
Agreement, and including the General Provisions and all exhibits and
schedules attached to the Agreement and all plans and specifications
identified in the Contract Documents.
E. "Contract Price" shall mean the compensation set forth or provided for in
Section 5.01 of this Agreement. Whether it expressly provides for the
reimbursement of costs incurred by Contractor or simply for the payment
of a lump sum of money, it is intended to be the full and complete payment
for satisfactory completion of the Work and, unless otherwise stated, to
cover all costs whether for materials, equipment, tools, labor, services and
taxes and all overhead, rentals and profit or fee, if any.
F. "Equipment" shall mean the equipment identified in Exhibit A.
G. "General Provisions" or "General Conditions" shall mean the General
Provisions as set forth in this Agreement.
H. "Owner" shall mean City of Vernon, California, and where applicable, their
affiliated companies, directors, officers, employees, agents, and
representatives.
"Premises" shall mean the physical premises under City's control or
ownership where Work hereunder is to be performed.
J. "Proprietary Information" and "Confidential Information" shall mean all
information, whether written or oral, which Contractor 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:
Information which, at the time of disclosure hereunder, is in the
public domain;
2. Information which, after disclosure hereunder, enters the public
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domain, except where such entry is the result of Contractor's or any
entity within Contractor's control breach of this Agreement;
3. Information which, prior to disclosure hereunder, was already in
Contractor's possession without limitation regarding disclosure to
others; or
4. Information which, subsequent to disclosure hereunder, is obtained
by Contractor 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 Contractor to agree to refrain from disclosing such
information to others.
K. "Subcontractor" shall mean any first or lower -tier subcontractor and its
employees, representatives, agents, subcontractors or other personnel
who have been approved in the manner required by this Agreement.
L. "Work" or "Services" shall mean the work performed by Contractor and
required to be performed from time to time by City under this Agreement.
SECTION 4. SERVICES TO BE PERFORMED BY
CONTRACTOR
Specific Services
4.01. Contractor's Services shall include, but will not be limited to, testing the
Equipment and training on the Equipment. The Contractor's Services are more
specifically detailed in the Proposal attached hereto as Exhibit "A" and
incorporated herein by this reference.
Change of Services
4.02. City may at any time, by written change order executed by the City, make
changes in the scope of Work, to extend the Work duration and/or total
compensation of Contractor's Work.
4.03. City may make "Changes" by increasing, reducing or deviating from the
requirements of the scope of Work. A form of Change Order is set forth in
Exhibit B attached hereto and incorporated by reference.
Timing of Services
4.04. Contractor's Services shall commence upon the execution of this Agreement by
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both parties and award by the City Council and shall end when Contractor has
completed the work according to the Proposal, unless this Agreement is
otherwise terminated according to Section 7 of this Agreement or extended
according to the conditions and terms set forth in this Agreement. Delivery is
4.05. Time is of the essence for all Work contemplated by this Agreement. Contractor
shall start performing Services under this Agreement only after notification by the
City.
Method of Performing Services
4.06. Contractor will determine and is responsible for the method, details, and means
of performing the above -described Services.
Status of Contractor
4.07. Contractor enters into this Agreement, and will remain throughout the term of this
Agreement, as an independent contractor. Contractor agrees that it is not and
will not become an employee, partner, agent, or principal of City while this
Agreement is in effect. Contractor agrees it is not entitled to the rights or benefits
afforded to City's employees, including disability or unemployment insurance,
workers' compensation, medical insurance, sick leave, or any other employment
benefit. Contractor is responsible for providing, at its own expense, disability,
unemployment, and other insurance, worker's compensation, training, permits,
and licenses for itself and for its employees and subcontractors. Contractor shall
have complete and sole control over its employees, the details of the Services
and methods by which the Services are accomplished, it being understood that
City is interested only in the results to be obtained by Contractor.
4.08. Contractor has no authority to enter contracts or agreements on behalf of City.
This Agreement does not create a partnership or joint venture between the
parties.
Payment of Taxes
4.09. Contractor is responsible for paying when due all income taxes, including
estimated taxes, incurred as a result of the compensation paid by City to the
Contractor for Services under this Agreement. Contractor agrees to indemnify
City for any claims, costs, losses, fees, penalties, interest, or damages suffered
by City resulting from Contractor's failure to comply with this provision.
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4.10. Payroll taxes including federal, state and' local taxes shall not be withheld or paid
by City on behalf of Contractor or for the employees of the Contractor.
Contractor shall not be treated as an employee with respect to the Services
performed hereunder for federal or state tax purposes. Contractor shall be
responsible to pay taxes mandated by law.
4.11. Since Contractor is not an employee of City, Contractor is not eligible for and
shall not participate in any employee benefit of City, including pension, health or
other fringe benefits.
SECTION 5. COMPENSATION
5.01. In consideration for the Equipment and Services to be performed by Contractor,
described in this Agreement, City agrees to pay Contractor a sum not to exceed
Thirty -Six Thousand Eight Hundred Twelve Dollars and Thirty Cents
($36,812.30), which includes installation and testing costs and applicable sales
taxes, plus applicable delivery charges (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 Contractor's Proposal attached as Exhibit A.
Entire Compensation
5.02. The Contract Price is full and complete compensation, and constitutes the entire
compensation due Contractor for the Equipment and Services and any and all of
Contractor's obligations hereunder, regardless of difficulty, unforeseen
circumstances, hours worked or equipment, materials or personnel required.
The Contract Price includes without limitation, customs duties, fees, overhead,
profit, travel time to and from the Premises and all other direct and indirect costs
incurred or to be incurred by Contractor hereunder. The Contract Price set forth
above is not subject to escalation for any reason except as expressly set forth in
this Agreement. 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 formal, written Change Order or amendment to this Agreement.
Payment of Compensation
5.03. For Equipment and Services rendered under this Agreement, City agrees to pay
Contractor the sum set forth in Paragraph 5.01 of this Agreement upon
completion of the Services. Contractor shall submit to City an invoice and
statement of Services, prepared in accordance with City requirements, upon
completion of the Work. City shall make payment to Contractor within thirty (30)
days of acceptance and approval of an invoice prepared in accordance with City
requirements.
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5.04. Contractor shall be responsible for paying any subcontractors used in the
performance of this Agreement. Subcontractors shall not bill the City directly.
Expenses
5.05. City shall not be liable to Contractor for any expenses paid or incurred by
Contractor. Expenses may only be billed if advance written approval has been
obtained from the City.
Compensation for Changes
5.06. The compensation due Contractor, or the credit due City, for changes may not be
established verbally, and shall be established in a written change order signed by
City as described in Sections 4.02 and 4.03 of this Agreement. 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) Work unit rates to be negotiated between the parties.
Once established, the amount of the compensation due Contractor or credit due
City for a change shall not be subject to adjustment for any reason, including
changes in the value of any currency.
SECTION 6. OBLIGATIONS OF THE PARTIES
6.01. Contractor is responsible for meeting all conditions of this Agreement and City
Standards & Details for all Work performed. Substandard Work, as determined
solely by the City, shall be redone at the expense of the Contractor.
Products of Consulting
6.02. All products of consulting services including, but not limited to, manuals,
documents and/or computer software, shall become the property of the City and
shall be delivered.to the City before the end of the performance of this
Agreement. Basic notes and sketches, charts, computations and other data shall
be made available to City without restriction or limitation on their use.
Liability Insurance
6.03. Contractor 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. Prior
to commencing Work hereunder, Contractor shall provide the City with proof of
insurance providing and maintaining the coverages and endorsements set forth
below. Said proof of insurance shall also provide that said policy or policies shall
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not be canceled or materially reduced in coverage without giving at least thirty
(30) days prior written notice to the City.
6.04. 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 all the rights and privileges of
an additional insured.
6.05. Contractor shall cause its insurers to issue, including but not limited to,
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.
6.06 Contractor shall ensure its subcontractor(s), if any, maintain those insurance
requirements as specified in this Agreement and are endorsed as additional
insured(s) on all required Contractor insurance coverages. Contractor 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, including occupational
illness or disease coverage in accordance with the laws of the nation,
state, territory, or province exercising jurisdiction over Contractor's
employees. Workers Compensation and Employers Liability Insurance
shall have a minimum limit of $1,000,000 per occurrence. Contractor
further agrees to hold harmless and indemnify City for any and all claims
arising out of an injury, disability, or death of any of Contractor's
employees or agents.
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 $2,000,000 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 or Excess Liability Insurance with limits of $2,000,000. Such
evidence of insurance can either be 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.
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6.07. Contractor agrees to provide insurance in the amounts and forms specified
above. Contractor 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. Contractor 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.
6.08. Contractor 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 Contractor
employs subcontractors as part of the Services rendered, Contractor's protective
coverage is required. Contractor may include all subcontractors as insureds
under its own policy or shall furnish separate insurance for each subcontractor,
meeting the requirements set forth above.
Representations
6.09. To the fullest extent permitted by law, Contractor 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 attorney's fees and all costs of
defense, arising out of or attributable to the negligent or wrongful acts of
Contractor 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 Contractor's duty to provide insurance and shall not be limited by any limitation
on the amount or type of insurance coverage carried by Contractor.
6.10. Contractor and City represent that each has read and understands the
Agreement and Contract Documents. The Contractor represents it understands
the City's regulations concerning Premises access, badges, parking, security,
safety, fire, prohibited drugs and alcohol, and smoking and other rules, and that
Contractor has visited Premises where the Work is to be done and is familiar with
the local conditions under which it is to be done. Contractor also represents that
it is experienced 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 this Agreement.
6.11. Contractor represents that it has the qualifications and skills necessary to
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perform the Services under this Agreement in a competent, professional manner,
without the advice or direction of City. This means Contractor is able to fulfill the
requirements of this Agreement. Failure to perform all the Services required
under this Agreement constitutes a material breach of the Agreement.
Contractor has complete and sole discretion for the manner in which the Work
under this Agreement will be performed.
6.12. Contractor declares and states that it has complied with and will continue to
comply with all federal, state, local air pollution control laws and regulations
applicable to the Contractor pursuant to Section 2022.1 of Title 13 of California
Code of Regulations and local laws regarding business permits and licenses that
may be required to carry out the Services to be performed under this Agreement.
6.13. Contractor agrees to indemnify, defend, and hold City free and harmless from all
claims, demands, losses, costs, expenses, obligations, liabilities, damages,
recoveries and deficiencies, including interest, penalties, attorney's fees and
costs, that City may incur as a result of a breach by Contractor of any
representation or provision contained in this Agreement or any negligent or
intentional acts or omissions by Contractor, it subcontractors, agents, and
employees or based on any claim that any software program or other product
used or furnished by Contractor in the performance of this Agreement constitutes
an infringement of any United States patent or copyright.
6.14. Contractor's rights under this Agreement may not be assigned nor may its duties
be delegated or subcontracted without the prior written consent of City. Any
assignment or delegation or subcontract in violation of this Section shall, at City's
sole discretion, be void. Consent by City shall not relieve Contractor of
responsibility for performance of Contractor's obligations hereunder. City may
assign all or any part of this Agreement at any time effective immediately upon
written notification to Contractor.
6.15. 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.
Work Injury
6.16. The treatment and care of injuries sustained by Contractor's employees,
subcontractors, representatives or other personnel shall be and remain the
responsibility of Contractor. City's first aid facilities, if any, however, will be made
available to Contractor's employees in emergency cases which are the direct
result of accidents occurring on the Premises. City shall incur no liability for, and
Contractor hereby agrees to indemnify City against, any causes of action, claim,
liability or costs, including attorney's fees, arising in whole or part out of the
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furnishing of such first aid facilities or assistance to Contractor's employees,
subcontractors, representatives or other personnel, or out of the failure to furnish
such facilities or assistance.
Records, Inspection and Audit
6.17. During the course of Work being performed, Contractor and any of its
subcontractors, shall maintain and retain, not less than three (3) years after
completion thereof, complete and accurate records of the Contractor's costs
which are chargeable to the City under this Agreement. City or its designated,
authorized representatives, shall have the right during this three (3) year period,
upon written reasonable notice, to inspect and audit those records. Such records
to be maintained and retained by the Contractor shall include: (a) payroll record
accounting for the total time distribution of the Contractor's employees working
full or part time on the Work (to permit tracing to payroll payments in cash); (b)
invoices for purchases, receiving and issuing documents, and all the other unit -
inventory records for the Contractor'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.
Corporate Conduct
6.18. Contractor, its employees, agents or representatives shall not offer or give to an
officer, official or employee of City gifts, entertainment, payments, loans or other
gratuities to influence the award of a contract or obtain favorable treatment under
this Agreement or any other contract.
Standard of Care
6.19. Contractor 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: Contractor represents
that it has, or shall secure, at its own expense, all personnel required to perform
Contractor's Services under this Agreement, but at all times shall be responsible
for the Services of such personnel. Contractor may not employ any
subcontractor without the prior written approval of the City.
Indemnity Process
6.20. The City shall notify Contractor in writing of any suits, claims or demands
covered by any indemnity contained in this Agreement. Promptly after receipt of
such notice, Contractor shall assume the defense of such claim with counsel
reasonably satisfactory to City. If Contractor fails, within a reasonable time after
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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 Contractor
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 Contractor. 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 Contractor's obligations to
indemnify or defend. Contractor 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.
Treatment of Confidential and Proprietary Information
6.21. For ten (10) years after the effective date of this Agreement, Contractor 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 Contractor who require it in performance of the Work and except to
such other third persons as City may authorize in writing. If disclosure to such an
employee or to other third persons is so authorized, Contractor 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 Agreement.
6.22. Contractor shall take reasonable precautions to safeguard any documents
containing Proprietary Information which City may supply to Contractor
hereunder. Contractor may copy, in whole or part, such documents to the extent
necessary for the performance of the Work, and Contractor shall return to City
upon the completion of the Work or request by City all such documents and
copies.
6.23. Except as expressly permitted by prior written consent of the City, Contractor
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. Contractor 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 Contractor has performed all Work to be performed
pursuant to this Agreement. Contractor hereby agrees that such Confidential
Information and any documents provided may be used by Contractor and/or its
subcontractors only as authorized by the City. Contractor shall include a
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provision in its agreements with subcontractors that binds the subcontractors to
this non -disclosure requirement.
6.24. All reports, plans, data, studies, maps, drawings, models, photographs,
documents and other writings prepared by and for Contractor, its officers,
employees, agents and subcontractors in the course of implementing this
Agreement, with the exception of working notes, internal documents and
Confidential Information provided by businesses located in City, shall be
considered the property of City. Contractor shall deliver such documents and
materials to the City as they are generated; however, Contractor may take and
retain copies of said documents and materials that are not Confidential
Information, as desired.
6.25. All reports, information, data and exhibits prepared or assembled by Contractor
in connection with the performance of its Services pursuant to this Agreement
are confidential until released by the City to the public and Contractor agrees that
such documents shall not be available to any individual or organization without
the written consent of the City prior to such release.
6.26. 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
Contractor.
Compliance with Authority
6.27. Contractor 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. Contractor shall not discriminate against any employee or any
applicant for employment for reasons of race, color, creed, religion, sex, sexual
preference, age or national origin.
6.28. Contractor 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 measured by the wages and salaries of persons employed by Contractor.
6.29. Contractor shall indemnify City against, and hold City harmless from, any liability
or loss including liability or loss from fines or penalties arising out of Contractor's
failure to perform the obligations imposed upon it by Sections 6.27 and 6.28 of
the Agreement.
Page 13 of 20
Progress Reports
6.30. Contractor shall meet with City staff, upon City's request, or as needed, in order
to provide reports or information concerning the Services being performed by
Contractor under this Agreement.
Contractor's License Classification
6.31. Contractor shall possess all appropriate licenses for the duration of this
Agreement.
Warranties
6.32. Contractor shall assign to the City at the time the Equipment is delivered all
manufacturers' warranties and Contractor shall assemble and deliver to the City
complete copies of all warranties, guaranties, and operating and maintenance
data and all other documentation from all manufacturers pursuant to this
Agreement.
6.33. Contractor warrants that title to Equipment will pass to the City either by
incorporation in the construction or upon the receipt of payment by Contractor,
whichever occurs first, free and clear of all liens, claims, security interests or
encumbrances, and that no seller of any Equipment or any portion thereof will
retain an interest therein or an encumbrance thereon.
6.34. Contractor 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 Contractor 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,
Contractor 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 Contractor, and obtaining another vendor to provide
the Equipment. Contractor 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 Contractor.
Page 14 of 20
6.35.
Contractor shall obtain for the benefit of the City, and assign to the City,
commercially reasonable manufacturers' warranties, specifically, Contractor
warrants the followina. �tuuelve`month lebo.r antl aterral vri'a ra tvAR, ,.beaii�
Gity's ac�e,p�ance of the Equlpm11--111 ent. All manufacturers' warranties, any
warranties typically provided by Contractor 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 Agreement or the City's acceptance of the Equipment being purchased
hereunder, whichever occurs first. Contractor shall assist the City in the
enforcement of all such warranties.
6.36. Contractor, 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
Agreement if reported to Contractor within the Warranty Period. The Warranty
Period shall commence from the date Equipment is 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. Contractor's obligations hereunder shall include the
obligation to repair any damage to other property caused by the defective
Equipment or the repair thereof. Contractor 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 Agreement, or (b) the correction of any
such Equipment.
The foregoing representations, warranties, covenants, and agreements shall
survive any termination of this Agreement 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 Contractor by law with respect to Contractor's duties, obligations
and performance hereunder.
SECTION 7. TERMINATION OF AGREEMENT
7.01. Unless otherwise terminated as provided in this Section, this Agreement will
continue in effect until such time as the City receives a final comprehensive
report summarizing the Services, analysis of tests and results, unless otherwise
extended according to the terms and conditions set forth in this Agreement.
Page 15 of 20
Non -Default Termination
7.02. City, at its sole discretion, may terminate this Agreement upon thirty (30) days
written notice to Contractor 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. During the thirty (30) day period after such
notice is sent, the parties shall continue to act toward each other in good faith.
7.03. In the event of any such termination, in full and complete settlement for the
termination of the Work, City shall pay Contractor for those Services performed
prior to the date of delivery of the termination notice, plus compensation for (i)
necessary Work performed during the notice period and authorized in the
termination notice, and (ii) all costs reasonably and necessarily incurred by
Contractor directly attributable to termination which could not reasonably have
been avoided and for which Contractor is not otherwise compensated that are
incurred through the date of termination and effectuating the termination
("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.
Termination on Occurrence of Stated Events
7.04. This Agreement will terminate automatically on the occurrence of any of the
following events:
A. Bankruptcy or insolvency of either party; or
B. Sale of the Contractor; or
C. Assignment of this Agreement by Contractor without City's written
consent.
Termination for Default
7.05. If Contractor defaults in the performance of this Agreement or materially
breaches any of its provisions, City may immediately terminate this Agreement
by giving written notification to Contractor indicating the effective date of such
termination. Termination will take effect immediately upon the date specified in
the notification. For the purposes of this paragraph, material breach of this
Agreement includes, but is not limited to, the following:
A. Contractor's failure to perform, in a manner satisfactory to the City
in its sole discretion, the Services specified in Section 3 of this
Agreement; or
Page 16 of 20
B. Contractor's material breach of any obligation or provision
contained in Section 5 of this Agreement.
7.06. 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 of such a right. The failure of either party to this
Agreement to exercise any of its rights under this Agreement does not constitute
a breach thereof and shall not be deemed to be a waiver of such rights or a
waiver of any subsequent breach.
7.07. In the event of any termination of this Agreement or reduction in the scope of the
Work, Contractor shall not be entitled to damages for loss of profits for the
unexecuted portion of the Work or any other damages because of such
termination or reduction.
SECTION 8. GENERAL PROVISIONS
Notices
8.01. 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. Faxed notices,
confirmed by copy thereof, shall be deemed communicated as of the day the
facsimile was sent. Mailed notices will be deemed communicated as of the day
of receipt or the third (3rd) day after mailing, whichever occurs first.
Contractor: Advanced Electronics, Inc. City - City of Vernon
Attn: Robert W. Conrey, President Attn: City Administrator
2601 Manhattan Beach Blvd. 4305 Santa Fe Avenue
Redondo Beach, CA 90278-1604 Vernon, CA 90058
Fax: 310-643-8167
Telephone: 310-725-0410
Fax: 323-826-1438
Telephone: 323-583-8811 ext 260
Entire Agreement of the Parties
8.02. This Agreement supercedes any and all agreements, either oral or written,
between the parties with respect to the rendering of Services by Contractor for
City and contains all of the representations, covenants, and agreements between
the parties with respect to the subject matter of this Agreement and the rendering
Page 17 of 20
of those Services. Each party to this Agreement acknowledges that no
representations, inducements, promises, or agreements, orally or otherwise,
have been made by any party, or anyone acting on behalf of any party, which are
not contained 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
Contractor and an authorized representative of the City, or in a written change
order. Contractor expressly waives all claims for compensation based upon
quantum merit, implied contract or oral contract. 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.
8.03. This Agreement shall be comprised of these included provisions, together with
Exhibits A and B, which are all attached. In the event of conflict between this
Agreement and any of the exhibits, including the Proposal, this Agreement shall
prevail.
Partial Invalidity
8.04. If any provision of this Agreement is held by a court of competent jurisdiction to
be invalid, void, or unenforceable, the remaining provisions will continue in full
force and effect without being impaired or invalidated in any way.
Law and Arbitration
8.05. All disputes arising out of or related to this Agreement, the conduct of either party
in connection with this Agreement, and the relationship and rights of the parties
in connection with this Agreement, whether characterized as breach of contract,
tort, or otherwise (except for those requesting injunctive relief) shall be
determined by binding arbitration in accordance with the terms of this Section.
The submittal of all matters to arbitration in accordance with the terms of this
Section is the sole and exclusive method, means and procedure to resolve any
and all claims, disputes or disagreements arising under this Agreement, except
for claims by either party which seek injunctive relief, which claims shall be
resolved by suit filed in the Superior Court of Los Angeles County, California, the
decision of which court shall be subject to appeal pursuant to applicable law.
The parties hereby irrevocably waive any and all rights to the contrary and shall
at all times conduct themselves in accordance with the terms of this Section,
relying on arbitration as the sole means of resolution of disputes. Arbitration of
all matters required to be arbitrated hereunder shall take place before a panel of
three retired judges of the Superior Court of the State of California (the
"Arbitrators") under the auspices of Judicial Arbitration & Mediation Services, Inc.
("JAMS"). Such arbitration shall be initiated by the parties, or either of them,
Page 18 of 20
within ten (10) calendar days after either party sends notice of a demand to
arbitrate (the "Arbitration Notice") to the other party and to JAMS. The Arbitration
Notice shall contain a description of the subject matter of the arbitration, the
dispute with respect thereto, the amount involved, if any, and the remedy or
determination sought. Each party shall select a retired judge from the JAMS
panel, and the two selected judges shall mutually agree on the third retired judge
from the JAMS panel. If one of the parties does not select a retired judge from
the JAMS panel within fourteen (14) calendar days after receipt of the Arbitration
Notice, JAMS will select the second judge, and the judge selected by JAMS and
the judge selected by the other party will select the third judge for the panel. The
third judge is to be selected within ten (10) calendar days following the selection
of the first two judges. The three judges will together serve as the Arbitrators.
The arbitration shall be conducted in Los Angeles, California. Any party may be
represented by counsel and/or other authorized representative. In rendering a
decision(s), the Arbitrators shall determine the rights and obligations of the
parties according to the substantive and procedural laws of the State of California
and the terms of this Agreement. The decision of the Arbitrators shall be based
on the evidence introduced at the hearing and accompanied by a written
statement of decision as to each of the principal controverted issues. The
agreement of two of the three Arbitrators as to the resolution of the dispute shall
be a conclusive resolution. The Arbitrators shall deliver the written decision to
the parties within thirty (30) calendar days following the date of the selection of
the last of the Arbitrators. The decision shall be conclusive and binding, and it
may thereafter be confirmed as a judgment by the Superior Court of the State of
California, subject only to challenge on the grounds set forth in the
California Code of Civil Procedure Section 1286.2. The validity and
enforceability of the decision of the Arbitrators is to be determined exclusively by
the California courts.
Attorney's Fees
8.06. 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, which may be set by the arbitrators or the court in the same
action or in a separate action brought for that purpose, in addition to any other
relief which is obtained.
8.07. Neither party shall be considered 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,
lightning, 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
Page 19 of 20
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.
8.08. Except as may otherwise be specifically provided herein, this Agreement may be
modified or amended only by a written document executed by both Contractor
and the City and approved as to form by the City Attorney.
8.09. The captions used in this Agreement are for convenience only and shall in no
way define, limit or describe the scope or intent of the Agreement or any part
thereof.
8.10. City reserves the right to award similar contracts to multiple contractors to ensure
the City has adequate services.
IN WITNESS WHEREOF, the parties have executed the Agreement on the dates
shown below.
City:
City of Vernon
Name:
Title:
Date:
ATTEST:
Manuela Giron, City Clerk
APPROVED AS TO FORM:
Jeff A. Harrison, City Attorney
Contractor:
Advanced Electronics, Inc.
Name:
Title:
Date:
Name:
Title:
Date:
Page 20 of 20
EXHIBIT A
Quote rage: I
Advanced Electronics Inc.
2601 Manhattan Beach Blvd., Redondo .Beach; CA. 90278 * 31:0-725-0410 * Fax 31t)-643-51.67
255 Lambert S.t., Unit 10, Oxnard, CA 93036 * 805-604-91.6.E * Fax 805.-604-9199
865 S. Milliken Ave., Sulle. C & D, Ontarlo, CA 91761 * 909.390-0460 *lax 909-937-712
OJR.Djf)R DATE: IOW007 1plvl+.C:LST();WIVIt NO.: 1296501
riIL TU:
VPMNON, CITY OF vm(?i1=8apn; Cl'TY ov
A"1°LN: 1)I IyAK1'tvftlNl' T?. 4305 mmA IFE AVENUE
4305 SAN1'A 173 AVENUE VERNON, CA 90058
VERNON, CA 90058
(). l�a
CONTACT: vI;RN 1V-1"t),F'I�, C:1'r` OF ctJTAC►!I iF
PIJO F-. 323-583-8811 1'Elf)iYC : 323-583-881 i.
ORDER :NO P.O. NO. $111P VIA FOU TERMS SATX$VIWS'ON
0003Z18 OUIi `11tl.IC:`K NET 30 ADVANCIN)1:LfiC:'I'R()NiC'S
ITEM DESCRIPTION O'1'Y' UNr•1'PRICE EX'I'6:NDED
CONVI RT POLIC1 AND FIRE RADIO CONTROL
1..lNI�.S'I'C) FII)Iil; ()1>"1'I('. 5YS'I'IsArl,
CUSTOMER ISTO 11ROVIDE' POINT TO POINI
SIN L MODE; I`I0I-,R C0NN1;CT1V[TY FR()M
C1:NT11ALPUI:N1 IN PI)'1'I;sl.,L'Y1fC)NI; ROOM
ANJAC'I"NTIT) RADIO P"OU'IPMENT ROOM
M HA:SUMENl' TO LAC H REMOTE POINTAS FOLLOWS:
I. RQUIPMEN'( ROOM RE INF.AT11 WATf-,R'mNk
01HIND FIRE, S`1'ATCON 3.
2. COMPUTT-A MAINFItAM)" AT r_ RE' STATION I.
3. FI.RE STATION 4
EAU CIRCUIT `1'O (; AU'vS1.ST OP NOT L&SS "1"LIMN
2 S'f'RANDS. IIOMIz Jli )N T'O 1'.I:).
CC.IS'I'OMlil.;'1'O1'f;R.1k11NA1'1:1-.ACH RU'eNANf)
PROVIDEJACK
ADVANCED 1=LECTRONICS TO PROVil)1•;
RACK iMOUNC 1 NC:lMUR1.'. ANT) 4
)( CI IVEWS ATM), S'.I'AN17.�1..ON.1 "1`RAN51v11'1".PCiRS
AT FS 1, FS4, ANC.) WAT.1 R TOWfiR. ONEBACI-1
START: TRANSis WITR AND RRC1;fVI"sR
ADVANCIn If�l?C:"7'f3cJNICS �Vll...l:: PR(1Vll�l ANO
INSTALL DUPLEX F1f ,"R JUMPERS B TW1ilaN
JACtti.RELDS AND INC)ti11h1ifiN'f,'II Rl411NAT'1;
F113fiR L;NI`fS r1.N1J l7P'T'IAAI"l.l: l.,fNls 1„C?VIa:S.
14 SINGLE. MODE PIIIEWI'N, 2 CHANNU
15 SIN61.1.: MODF FB R RX 2 CIIANNG
1G RACK SHELF, FIBR OPTIC, POWER
5"Dp
5.00
1.00
2,943.00
2,943.00
1.197.00
14:715.00
14.713,00
1,197.00
17 JUMPER, DUPl.[n?(S17 IYfI.1 R ti(:-S'1'
f.00
6SA0
585.00
18 N41SCSUT111.1F..-,S
19 LABOR TO INSTALL AND TUST
1.0(1
1G,t)(f
125.00
175,00
L25,0p
2,800.0t)
ONTINUED
(r a
20 TRAV1:HAIMP, 1,00 90.00 90,00
This quote is valid for 330 clays unless an extension is requested and grantod in Writing. N1i: f OROF R: 34.22100
hi_"�tLAC HT: 0,00
SAIAS TAX: 2.585.30
Authorized Signature
Authorized Printed Nam(;
Late
By signing this document, you have agreed to the terms and e(SnditiUft$ Attached,
Trr'nili and C.00di(lolls
0JR-DFRS AND FTRIVI ORU.E'RS; By placing its Order nail executing Ill sales Order form (referred to herein its "ASrecmanl" ar
"Farm."), Customer aCkn.Uw1L(I eS its ajrLCmCn1 to purchase ogufpment anti scrvicO describtzd (in th@ "Sales Order" form and uny
altaahmants ref4renced thereon subjoet In the terms and conditions which follow,. RUah sales order corm must (1) be 91tjI1Cd by an uuthitilized.representati.ve ol'Cu.slomer, (2) aceornpanied by a written purchase order (where Customer procvduresacquire the same far
such puTeha.3es.), asd (3) be a0companlcd by the payment, Or deposit required as Yet forth on tine sales ardor fOrili..To be h.indin
salsa order each
Accost comply with all requirements forth herein and be acccpled in w-riting by an authorized represcntativu OI'
Advanced Electronics, Inc, (*'Advanced"). Upotl the written acceptance by Advanced, each sales order becomes a *ITlit;lg ORDER."'
E()UIIr,MFNT, LAiIO.R AN AVAILA UILITY: Advanced will hold equipment and labor pricing For 30 days from the data or file
sales order, after which pricing iind availability Inny chat go wil:hgnt ndiice.. G:quipmCnt availability, installation scheduling altd
service scheduling is a:lwt)ys Subject to the manufficiures ability to deliver Irquipmont and purls.
F.RF QUENC_IFy, LICEN:SYS AND 81TRVICL� I'ROVIl1fXRSt All fretlucncics and syt.ielch codes are lO bp supplied by Customer
tt.pon expelition or -this Agrealricnl unless Advanced has 4(ircirically a.ccept(td rnsppnsi.bi.lity to provide cite samg on the sales
e In writin order. Customer accepts full responsibility Ibr the .acsuricy of such r.nformatlun and will be respousibiq lilt any reslocking fcc,
additional ports, and/or lobt)x rsrtt:uu'c(l (tile to inoolnplel.o, incorrect and /or invalid fltformati.on provided by Customer. Clist(z.mcr is
so9uly responsible for obtaining ally licenses Or other aulhnrfzatians roquired by the Federal Communications Colnntrssion ("FCC")
and for complying with I-C'C rates, and with the rules Lail regulations Of tiny other fedora], state or local regulyWry agency, Neither
Advanced nor any 01' Its employees are agents or ropm.9witatives or file Customer oa FCC mutter; Or olherwlsu. If applranhlu,
Customer acknovvledge5 that it has selected it rtidto _ conlmilcarrier III Provide service which utilizes, radio freotl1 O0 ies authorized acid
controlled by the FCC Advanced has no control over gliulily, coverage Or reliability of service prpviticd by other parties. Customer
acknowledges that Rh si.guttls are subject to dead spoils, power autaygcs, all"Osplicric conditions ,:rod other problems wlllell may of unto
interfere with normal coal in tinioations
I'AVMIFN V TERMS A..IV.I) LA` E. PAYMENT CIiARG.VS: full pnyrnotw is re(lufred with eneh order unless ancci arrangements
Aire ntnd.e rind ;set forth Otl talc soles order forin. it, the olygnt that III(' IUII porehase price or equiplrlcrlt and services called for in this
Agreement is not paid at the linl.e or CIANlamef'g Order, the unpaid belanct is due upon dcllvcry al" the t tulpnluru tO Advanced Pram
ttll'aclurer. All paytncnts will by by tt(tmpany chick,. cashiars' check, money ordoi, Visit or Master Card. Arrangoolents can Ile
he man
Olady in udvanae orurder it) Pay fly Cilstlloicr Company check or chal�Cd to iln rlpsn C'usl,omLr aciOunl. All Cuslamcrs Paying by
C.olopully GIIGek or charging to in Open account must have leceived prior nuthori allon iherOlbre by lowing nl(a Advanreo's credit
quallficallans prior to Ilse jplitceilleM of any Order. No employee Or Advanced Is permitted to accepi cast, it, he PlIv rielrl of ally
Obligation due A'dvane:ctl. If any payment of llrly sum clue from C;ustontcr is not received by Advanced within rive (5) days aflu.r such
payment is due, then such Overdue a11101Mls shall Ile subject o delinquency chltrge (IiguidalLd darnages inldur California Civil Code
Soution 1671) at rile rule Or inlelesl equal to l8°1 per annoill from the date such overdue. amounts were. ncluaHv due until the (Into
actually received 03, Advanced CilaOmer sackuowledges that such delinqutlney ohnrp; is rcasonalble under all the circtnmsutnccs
existillf, ,al tilt time this Agteemcni w;n made, C"uailomcr i roas that acceplam:c ()fall or any portion of such drltriqu °ncy charge by
Advanced will nut cOrtvrltute n walver by A(lviruce(l Of Customer's def;lfill wilh respect Iti smc)Y overdue om(nuils, not will it prcvel
A dvariectl 1'1'OnY' uxcrclattlg any,, all other rights ur remedies which A(I +.arced ma.y have. Any delinquency ehar,�,c. (I iscoulYt (ale
is
and/or interew rate set i'orth It1•1611 shall br Chulticd or 1lppllod at the rate sel lurth hurein or Ihr: :11LINimull, rate allowed fly law,
whichever lower
RE'r1 RN ppLACY: All returns to Advanced, ror tiny reason, Inllsl show to <:lezu'I} legible an(I valid #clurn hlcrchtindise
Mllhor'""On ("It A•t A.') nuulhcr On the outside Of the slifppinl' box NO returns will be acc•epled w'ilhout a valid R.M-A number,
A I )t Iv1-A returns slululd tic Neill fright 1 repaid, Repair ur replacement will be solely at Advancecl's "Pit()" I'o obtain an R NI A
,lumber it is necessary to call Advanced's service ccnler with [lie Ibllowing information: O) '1'lie invoice humber and dilie of
Purchase; (2) ')'lie purohnse Order numhcl. (3) The make, model nunibcr find scriul number of the e(jillpolent It) ill± re(tIrtled,
Cllefor ilofdeottfictulun No equipmen4fl'i61rrICSI Ifll' exeft(Illge Or Credit trill bC ucecpred +aithor.ltall manuals, eohlus, Paris and oiiu.mal
fnCl(lry packaging.
CA NC I:LLA' (ON C..H k]ZG thS: [f this Aercuriteol is Canceled by Customer prior to delivery forOlhrr (fan lliv default of Advanced,
Customer shall pay Advanced thirty pcleLf, (701io) ul'the t(lhil puce for all product, ucccssor cs, illatalfauon and scrvlcct+ livlcd i>n tile,
sales Order to defray restockutg find a.dininlstrative costs involved in the stile as liquidaled donl;lgcs;told not as a pcnakv
I UUIPYI ENT ,NOT FOR .RLSALE: C"ustorner acknowledge-s that said equipment on the salts cider' is NOT for resale and that the
C usll aut is the vole "t,rrd user' Of th(! egtlipmenr (Icscrlbed hLrcin, unless slated differently On rile ;.ales Order and agrCccl to in writing
by U «Ill d Steed rldvo-lnced o1'1acer Custom cr f1grees and warrants thttl it will NOT Offer this equipmennl I'Or Resale, or for lrxport out of
the Untied Sfiilfes. "'
LINIIl,E1) W 1ItR:ANTY; All lgoipmclrt +valranucs and Speei icnrians are proviciod by the manufaettrr<r of rile equipment.
Advanced wantrnla its sorvtces Iry be pfoperly pal-rornit+(1 ltrid to be free Ordefeels in cvoikinan.s'llip ror ;l) days, unles's;,ttlted otherwise:
art the sales Order . Damage tin(il nuCidCni, nil+.lee; rnl".5e. 11cgIi9cncc, cxircllle e(1ndlliOrIN hulnitltt;y; so vivo from another service
p Y'iDY ldar; 1"C Of unapprovCl, trYLolrcct Of faulty service, parts andipt `aceessorio' will yoil'l till wlierall ties. 01wilnlr or otherwise.
I.amperirl& with I:he aquipinum, including tlpkrading or repair, by unOulhorizCd personncl will tllso raid all w;lrranlics This linlilcd
warranty is void ifCusYomur rcloctite. fliv equipment. has tilt installation or cqutpnrcOr wenkLd on by anyone Olilrrt.ban Advane(xl ar
urlachcs equipment Oraeccssories not plovided by Advi(ilued. Advancctl's wairunly shall nnl he cnlnrged iuld no ubligalion or liability
strati r Nvr out F Adshed. rl's rcnduring of (et lrnical advice, fttcililics nr serviec in connection will, Customer's ptu'chasc ofthe prntluul
and/u.rscrviccs Furnished.
EXHIBIT B
EXHIBIT B
Form Change Order
CHANGE
Contract Number:
Change Number:
The requirements of the above -designated Agreement are changed as follows:
City and Contractor agree that Contractor's compensation shall be adjusted as follows:
City and Contractor agree that Contractor'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.
Contractor:
City:
Advanced Electronics, Inc. City of Vernon
By By
Date Date
INSTRUCTIONS TO CONTRACTOR
Contract Number:
Instruction to Contractor:
Date:
Specific Instructions to Contractor:
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 Contractor, 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, Contractor 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 Contractor 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
(Contractor shall, within 10 days of the receipt of these instructions, furnish City a statement of
its proposal for adjustment in contract compensation occasioned hereby. Contractor 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 Contractor 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. Contractor's signature hereon does not indicate his acceptance of the
classification assigned hereto by City.
Contractor's Representative
IM
Date
Date
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
March 24, 2008
Advanced Electronics, Inc.
Attn: Robert W. Conrey, President
2601 Manhattan Beach Blvd.
Redondo Beach, CA 90278-1604
Re: Equipment Purchase and Services Agreement
Dear Mr. Conrey:
The insurance requirements have been met. Transmitted herewith is a
fully executed agreement, as referenced above, approved by City
Council on February 19, 2008, through Resolution No. 9555.
if you have any questions regarding this matter, please call Mr. Mark
Whitworth at 323/583-8811 ext. 280.
Very truly yours,
L
Ne mly Gi o
City Clerk
NG:dr
c: Mark Whitworth
D. O'Callaghan
S. Kevin Wilson
Dolores Jaunzemis
Resolution No. 9555
Agreement File No. 08-023
E�,-cfusivefy Industriaf
EQUIPMENT PURCHASE AND SERVICES AGREEMENT
This AGREEMENT ("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 19t" day of February, 2008, in the City of Vernon,
County of Los Angeles, California
BY AND BETWEEN CITY OF VERNON, a municipal
corporation, hereinafter referred to as
the "City"
4305 Santa Fe Avenue
Vernon, California 90058
AND Advanced Electronics, Inc., hereinafter
referred as "Contractor,"
2601 Manhattan Beach Blvd.
Redondo Beach, CA 90278-1604
RECITALS
WHEREAS, the City's Fire Department desires to convert the connectivity of
its existing radio communication system to a fiber optic system, which conversion will also
include the radio communication system of the Police Department; and
WHEREAS, the City's Fire Department desires to purchase five (5) single
mode fiber TX, 2 Channel Receivers, five (5) single mode fiber RX, 2 channel receivers,
one (1) fiber optic rack shelf together with necessary parts, accessories, hardware,
installation and testing (hereinafter collectively referred to as the "Equipment") to convert
the Police and Fire radio communication systems to a fiber optic system; and
WHEREAS, the purchase of the Equipment will improve the effectiveness of
both the Police and Fire Department's operations and services provided to citizens,
residents and businesses within the Vernon community; and
WHEREAS, both the Police and Fire Departments have purchased
equipment and services from Contractor, Contractor currently maintains various
equipment within the Departments and Contractor is familiar with the City's requirements;
and
WHEREAS, Contractor submitted a quote for the purchase of the
Equipment dated October 3, 2007 for the purchase of the Equipment and installation
and testing services (hereinafter collectively referred to as the "Proposal"), a copy of
which is attached hereto as Exhibit A and incorporated by reference; and
Page 1 of 20
WHEREAS, the Proposal includes a description of the Equipment and
services to be performed by Contractor and the attendant costs; and
WHEREAS, Contractor 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 Contractor to
provide for the purchase and delivery of Equipment, material and the labor to install and
test the Equipment on a contractual basis as defined in the terms and conditions set
forth below.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
SECTION 1. PURCHASE OF EQUIPMENT
1.01. Contractor agrees to sell, deliver, install and test the Equipment, including all
material, and the City agrees to purchase the Equipment and installation and testing
services as identified in Exhibit A.
1.02. Delivery. Contractor shall obtain and sell, deliver and test the Equipment at the
City of Vernon, F.O.B. Job Site. Contractor 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.
SECTION 2. TERM OF CONTRACT
2.01. This Agreement will become effective upon issuance of a Purchase Order, and
will continue in effect until such time as the City approves the scope of work
completed pursuant to the Proposal or until terminated as provided in this
Agreement.
SECTION 3. DEFINITION OF TERMS
3.01. Whenever used in the Agreement, the following terms shall mean:
A. "Agreement" shall mean that formally executed Agreement or Contract
which includes the Contract Documents attached. The Agreement
constitutes the entire agreement between the parties relating to its subject
matter.
B. "City" shall mean the City of Vernon, California, the entity which has
executed the Agreement and, where applicable, its affiliated companies,
and its officers, directors, employees, representatives and agents.
Page 2 of 20
C. "Contractor" shall mean Advanced Electronics, Inc. and where applicable,
its affiliated companies, and its officers, directors, employees,
representatives and agents.
D. "Contract Documents" shall include any inquiry, invitation to bid, or
proposal which may have, but not necessarily, preceded execution of the
Agreement, and including the General Provisions and all exhibits and
schedules attached to the Agreement and all plans and specifications
identified in the Contract Documents.
E. "Contract Price" shall mean the compensation set forth or provided for in
Section 5.01 of this Agreement. Whether it expressly provides for the
reimbursement of costs incurred by Contractor or simply for the payment
of a lump sum of money, it is intended to be the full and complete payment
for satisfactory completion of the Work and, unless otherwise stated, to
cover all costs whether for materials, equipment, tools, labor, services and
taxes and all overhead, rentals and profit or fee, if any.
F. "Equipment" shall mean the equipment identified in Exhibit A.
G. "General Provisions" or "General Conditions" shall mean the General
Provisions as set forth in this Agreement.
H. "Owner" shall mean City of Vernon, California, and where applicable, their
affiliated companies, directors, officers, employees, agents, and
representatives.
"Premises" shall mean the physical premises under City's control or
ownership where Work hereunder is to be performed.
J. "Proprietary Information" and "Confidential Information" shall mean all
information, whether written or oral, which Contractor 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:
Information which, at the time of disclosure hereunder, is in the
public domain;
2. Information which, after disclosure hereunder, enters the public
Page 3 of 20
domain, except where such entry is the result of Contractor's or any
entity within Contractor's control breach of this Agreement;
3. Information which, prior to disclosure hereunder, was already in
Contractor's possession without limitation regarding disclosure to
others; or
4. Information which, subsequent to disclosure hereunder, is obtained
by Contractor 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 Contractor to agree to refrain from disclosing such
information to others.
K. "Subcontractor" shall mean any first or lower -tier subcontractor and its
employees, representatives, agents, subcontractors or other personnel
who have been approved in the manner required by this Agreement.
L. "Work" or "Services" shall mean the work performed by Contractor and
required to be performed from time to time by City under this Agreement.
SECTION 4. SERVICES TO BE PERFORMED BY
CONTRACTOR
Specific Services
4.01. Contractor's Services shall include, but will not be limited to, testing the
Equipment and training on the Equipment. The Contractor's Services are more
specifically detailed in the Proposal attached hereto as Exhibit "A" and
incorporated herein by this reference.
Change of Services
4.02. City may at any time, by written change order executed by the City, make
changes in the scope of Work, to extend the Work duration and/or total
compensation of Contractor's Work.
4.03. City may make "Changes" by increasing, reducing or deviating from the
requirements of the scope of Work. A form of Change Order is set forth in
Exhibit B attached hereto and incorporated by reference.
Timing of Services
4.04. Contractor's Services shall commence upon the execution of this Agreement by
Page 4 of 20
both parties and award by the City Council and shall end when Contractor has
completed the work according to the Proposal, unless this Agreement is
otherwise terminated according to Section 7 of this Agreement or extended
according to the conditions and terms set forth in this Agreement. Delivery is
expected to be completed no later than thirty (30) from the issuance of City's
Purchase Order. Completion of the services to be performed by Contractor is
expected to be no later than sixty (60) days after delivery.
4.05. Time is of the essence for all Work contemplated by this Agreement. Contractor
shall start performing Services under this Agreement only after notification by the
City.
Method of Performing Services
4.06. Contractor will determine and is responsible for the method, details, and means
of performing the above -described Services.
Status of Contractor
4.07. Contractor enters into this Agreement, and will remain throughout the term of this
Agreement, as an independent contractor. Contractor agrees that it is not and
will not become an employee, partner, agent, or principal of City while this
Agreement is in effect. Contractor agrees it is not entitled to the rights or benefits
afforded to City's employees, including disability or unemployment insurance,
workers' compensation, medical insurance, sick leave, or any other employment
benefit. Contractor is responsible for providing, at its own expense, disability,
unemployment, and other insurance, worker's compensation, training, permits,
and licenses for itself and for its employees and subcontractors. Contractor shall
have complete and sole control over its employees, the details of the Services
and methods by which the Services are accomplished, it being understood that
City is interested only in the results to be obtained by Contractor.
4.08. Contractor has no authority to enter contracts or agreements on behalf of City.
This Agreement does not create a partnership or joint venture between the
parties.
Payment of Taxes
4.09. Contractor is responsible for paying when due all income taxes, including
estimated taxes, incurred as a result of the compensation paid by City to the
Contractor for Services under this Agreement. Contractor agrees to indemnify
City for any claims, costs, losses, fees, penalties, interest, or damages suffered
by City resulting from Contractor's failure to comply with this provision.
Page 5 of 20
4.10. Payroll taxes including federal, state and local taxes shall not be withheld or paid
by City on behalf of Contractor or for the employees of the Contractor.
Contractor shall not be treated as an employee with respect to the Services
performed hereunder for federal or state tax purposes. Contractor shall be
responsible to pay taxes mandated by law.
4.11. Since Contractor is not an employee of City, Contractor is not eligible for and
shall not participate in any employee benefit of City, including pension, health or
other fringe benefits.
SECTION 5. COMPENSATION
5.01. In consideration for the Equipment and Services to be performed by Contractor,
described in this Agreement, City agrees to pay Contractor a sum not to exceed
Thirty -Six Thousand Eight Hundred Twelve Dollars and Thirty Cents
($36,812.30), which includes installation, testing and freight costs and applicable
sales taxes (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 Contractor's Proposal attached as Exhibit A.
Entire Compensation
5.02. The Contract Price is full and complete compensation, and constitutes the entire
compensation due Contractor for the Equipment and Services and any and all of
Contractor's obligations hereunder, regardless of difficulty, unforeseen
circumstances, hours worked or equipment, materials or personnel required.
The Contract Price includes without limitation, customs duties, fees, overhead,
profit, travel time to and from the Premises and all other direct and indirect costs
incurred or to be incurred by Contractor hereunder. The Contract Price set forth
above is not subject to escalation for any reason except as expressly set forth in
this Agreement. 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 formal, written Change Order or amendment to this Agreement.
Payment of Compensation
5.03. For Equipment and Services rendered under this Agreement, City agrees to pay
Contractor the sum set forth in Paragraph 5.01 of this Agreement upon
completion of the Services. Contractor shall submit to City an invoice and
statement of Services, prepared in accordance with City requirements, upon
completion of the Work. City shall make payment to Contractor within thirty (30)
days of acceptance and approval of an invoice prepared in accordance with City
requirements.
Page 6 of 20
5.04. Contractor shall be responsible for paying any subcontractors used in the
performance of this Agreement. Subcontractors shall not bill the City directly.
Expenses
5.05. City shall not be liable to Contractor for any expenses paid or incurred by
Contractor. Expenses may only be billed if advance written approval has been
obtained from the City.
Compensation for Changes
5.06. The compensation due Contractor, or the credit due City, for changes may not be
established verbally, and shall be established in a written change order signed by
City as described in Sections 4.02 and 4.03 of this Agreement. 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) Work unit rates to be negotiated between the parties.
Once established, the amount of the compensation due Contractor or credit due
City for a change shall not be subject to adjustment for any reason, including
changes in the value of any currency.
SECTION 6. OBLIGATIONS OF THE PARTIES
6.01. Contractor is responsible for meeting all conditions of this Agreement and City
Standards & Details for all Work performed. Substandard Work, as determined
solely by the City, shall be redone at the expense of the Contractor.
Products of Consulting
6.02. All products of consulting services including, but not limited to, manuals,
documents and/or computer software, shall become the property of the City and
shall be delivered to the City before the end of the performance of this
Agreement. Basic notes and sketches, charts, computations and other data shall
be made available to City without restriction or limitation on their use.
Liability Insurance
6.03. Contractor 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. Prior
to commencing Work hereunder, Contractor shall provide the City with proof of
insurance providing and maintaining the coverages and endorsements set forth
below. Said proof of insurance shall also provide that said policy or policies shall
Page 7 of 20
not be canceled or materially reduced in coverage without giving at least thirty
(30) days prior written notice to the City.
6.04. 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 all the rights and privileges of
an additional insured.
6.05. Contractor shall cause its insurers to issue, including but not limited to,
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.
6.06 Contractor shall ensure its subcontractor(s), if any, maintain those insurance
requirements as specified in this Agreement and are endorsed as additional
insured(s) on all required Contractor insurance coverages. Contractor 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, including occupational
illness or disease coverage in accordance with the laws of the nation,
state, territory, or province exercising jurisdiction over Contractor's
employees. Workers Compensation and Employers Liability Insurance
shall have a minimum limit of $1,000,000 per occurrence. Contractor
further agrees to hold harmless and indemnify City for any and all claims
arising out of an injury, disability, or death of any of Contractor's
employees or agents.
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 $2,000,000 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 or Excess Liability Insurance with limits of $2,000,000. Such
evidence of insurance can either be 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.
Page 8 of 20
6.07. Contractor agrees to provide insurance in the amounts and forms specified
above. Contractor 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. Contractor 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.
6.08. Contractor 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 Contractor
employs subcontractors as part of the Services rendered, Contractor's protective
coverage is required. Contractor may include all subcontractors as insureds
under its own policy or shall furnish separate insurance for each subcontractor,
meeting the requirements set forth above.
Representations
6.09. To the fullest extent permitted by law, Contractor 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 attorney's fees and all costs of
defense, arising out of or attributable to the negligent or wrongful acts of
Contractor 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 Contractor's duty to provide insurance and shall not be limited by any limitation
on the amount or type of insurance coverage carried by Contractor.
6.10. Contractor and City represent that each has read and understands the
Agreement and Contract Documents. The Contractor represents it understands
the City's regulations concerning Premises access, badges, parking, security,
safety, fire, prohibited drugs and alcohol, and smoking and other rules, and that
Contractor has visited Premises where the Work is to be done and is familiar with
the local conditions under which it is to be done. Contractor also represents that
it is experienced 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 this Agreement.
6.11. Contractor represents that it has the qualifications and skills necessary to
Page 9 of 20
perform the Services under this Agreement in a competent, professional manner,
without the advice or direction of City. This means Contractor is able to fulfill the
requirements of this Agreement. Failure to perform all the Services required
under this Agreement constitutes a material breach of the Agreement.
Contractor has complete and sole discretion for the manner in which the Work
under this Agreement will be performed.
6.12. Contractor declares and states that it has complied with and will continue to
comply with all federal, state, local air pollution control laws and regulations
applicable to the Contractor pursuant to Section 2022.1 of Title 13 of California
Code of Regulations and local laws regarding business permits and licenses that
may be required to carry out the Services to be performed under this Agreement.
6.13. Contractor agrees to indemnify, defend, and hold City free and harmless from all
claims, demands, losses, costs, expenses, obligations, liabilities, damages,
recoveries and deficiencies, including interest, penalties, attorney's fees and
costs, that City may incur as a result of a breach by Contractor of any
representation or provision contained in this Agreement or any negligent or
intentional acts or omissions by Contractor, it subcontractors, agents, and
employees or based on any claim that any software program or other product
used or furnished by Contractor in the performance of this Agreement constitutes
an infringement of any United States patent or copyright.
6.14. Contractor's rights under this Agreement may not be assigned nor may its duties
be delegated or subcontracted without the prior written consent of City. Any
assignment or delegation or subcontract in violation of this Section shall, at City's
sole discretion, be void. Consent by City shall not relieve Contractor of
responsibility for performance of Contractor's obligations hereunder. City may
assign all or any part of this Agreement at any time effective immediately upon
written notification to Contractor.
6.15. 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.
Work Injury
6.16. The treatment and care of injuries sustained by Contractor's employees,
subcontractors, representatives or other personnel shall be and remain the
responsibility of Contractor. City's first aid facilities, if any, however, will be made
available to Contractor's employees in emergency cases which are the direct
result of accidents occurring on the Premises. City shall incur no liability for, and
Contractor hereby agrees to indemnify City against, any causes of action, claim,
liability or costs, including attorney's fees, arising in whole or part out of the
Page 10 of 20
furnishing of such first aid facilities or assistance to Contractor's employees,
subcontractors, representatives or other personnel, or out of the failure to furnish
such facilities or assistance.
Records, Inspection and Audit
6.17. During the course of Work being performed, Contractor and any of its
subcontractors, shall maintain and retain, not less than three (3) years after
completion thereof, complete and accurate records of the Contractor's costs
which are chargeable to the City under this Agreement. City or its designated,
authorized representatives, shall have the right during this three (3) year period,
upon written reasonable notice, to inspect and audit those records. Such records
to be maintained and retained by the Contractor shall include: (a) payroll record
accounting for the total time distribution of the Contractor's employees working
full or part time on the Work (to permit tracing to payroll payments in cash); (b)
invoices for purchases, receiving and issuing documents, and all the other unit -
inventory records for the Contractor'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.
Corporate Conduct
6.18. Contractor, its employees, agents or representatives shall not offer or give to an
officer, official or employee of City gifts, entertainment, payments, loans or other
gratuities to influence the award of a contract or obtain favorable treatment under
this Agreement or any other contract.
Standard of Care
6.19. Contractor 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. Contractor represents
that it has, or shall secure, at its own expense, all personnel required to perform
Contractor's Services under this Agreement, but at all times shall be responsible
for the Services of such personnel. Contractor may not employ any
subcontractor without the prior written approval of the City.
Indemnity Process
6.20. The City shall notify Contractor in writing of any suits, claims or demands
covered by any indemnity contained in this Agreement. Promptly after receipt of
such notice, Contractor shall assume the defense of such claim with counsel
reasonably satisfactory to City. If Contractor fails, within a reasonable time after
Page 11 of 20
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 Contractor
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 Contractor. 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 Contractor's obligations to
indemnify or defend. Contractor 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.
Treatment of Confidential and Proprietary Information
6.21. For ten (10) years after the effective date of this Agreement, Contractor 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 Contractor who require it in performance of the Work and except to
such other third persons as City may authorize in writing. If disclosure to such an
employee or to other third persons is so authorized, Contractor 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 Agreement.
6.22. Contractor shall take reasonable precautions to safeguard any documents
containing Proprietary Information which City may supply to Contractor
hereunder. Contractor may copy, in whole or part, such documents to the extent
necessary for the performance of the Work, and Contractor shall return to City
upon the completion of the Work or request by City all such documents and
copies.
6.23. Except as expressly permitted by prior written consent of the City, Contractor
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. Contractor 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 Contractor has performed all Work to be performed
pursuant to this Agreement. Contractor hereby agrees that such Confidential
Information and any documents provided may be used by Contractor and/or its
subcontractors only as authorized by the City. Contractor shall include a
Page 12 of 20
provision in its agreements with subcontractors that binds the subcontractors to
this non -disclosure requirement.
6.24. All reports, plans, data, studies, maps, drawings, models, photographs,
documents and other writings prepared by and for Contractor, its officers,
employees, agents and subcontractors in the course of implementing this
Agreement, with the exception of working notes, internal documents and
Confidential Information provided by businesses located in City, shall be
considered the property of City. Contractor shall deliver such documents and
materials to the City as they are generated; however, Contractor may take and
retain copies of said documents and materials that are not Confidential
Information, as desired.
6.25. All reports, information, data and exhibits prepared or assembled by Contractor
in connection with the performance of its Services pursuant to this Agreement
are confidential until released by the City to the public and Contractor agrees that
such documents shall not be available to any individual or organization without
the written consent of the City prior to such release.
6.26. 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
Contractor.
Compliance with Authority
6.27. Contractor 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. Contractor shall not discriminate against any employee or any
applicant for employment for reasons of race, color, creed, religion, sex, sexual
preference, age or national origin.
6.28. Contractor 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 measured by the wages and salaries of persons employed by Contractor.
6.29. Contractor shall indemnify City against, and hold City harmless from, any liability
or loss including liability or loss from fines or penalties arising out of Contractor's
failure to perform the obligations imposed upon it by Sections 6.27 and 6.28 of
the Agreement.
Page 13 of 20
Progress Reports
6.30. Contractor shall meet with City staff, upon City's request, or as needed, in order
to provide reports or information concerning the Services being performed by
Contractor under this Agreement.
Contractor's License Classification
6.31. Contractor shall possess all appropriate licenses for the duration of this
Agreement.
Warranties
6.32. Contractor shall assign to the City at the time the Equipment is delivered all
manufacturers' warranties and Contractor shall assemble and deliver to the City
complete copies of all warranties, guaranties, and operating and maintenance
data and all other documentation from all manufacturers pursuant to this
Agreement.
6.33. Contractor warrants that title to Equipment will pass to the City either by
incorporation in the construction or upon the receipt of payment by Contractor,
whichever occurs first, free and clear of all liens, claims, security interests or
encumbrances, and that no seller of any Equipment or any portion thereof will
retain an interest therein or an encumbrance thereon.
6.34. Contractor 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 Contractor 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,
Contractor 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 Contractor, and obtaining another vendor to provide
the Equipment. Contractor 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 Contractor.
Page 14 of 20
6.35. Contractor shall obtain for the benefit of the City, and assign to the City,
commercially reasonable manufacturers' warranties, specifically, Contractor
warrants the following: a thirty (30) day labor and material warranty to begin
upon City's acceptance of the Equipment. All manufacturers' warranties, any
warranties typically provided by Contractor 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 Agreement or the City's acceptance of the Equipment being purchased
hereunder, whichever occurs first. Contractor shall assist the City in the
enforcement of all such warranties.
6.36. Contractor, 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
Agreement if reported to Contractor within the Warranty Period. The Warranty
Period shall commence from the date Equipment is 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. Contractor's obligations hereunder shall include the
obligation to repair any damage to other property caused by the defective
Equipment or the repair thereof. Contractor 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 Agreement, or (b) the correction of any
such Equipment.
The foregoing representations, warranties, covenants, and agreements shall
survive any termination of this Agreement 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 Contractor by law with respect to Contractor's duties, obligations
and performance hereunder.
SECTION 7. TERMINATION OF AGREEMENT
7.01. Unless otherwise terminated as provided in this Section, this Agreement will
continue in effect until such time as the City receives a final comprehensive
report summarizing the Services, analysis of tests and results, unless otherwise
extended according to the terms and conditions set forth in this Agreement.
Page 15 of 20
Non -Default Termination
7.02. City, at its sole discretion, may terminate this Agreement upon thirty (30) days
written notice to Contractor 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. During the thirty (30) day period after such
notice is sent, the parties shall continue to act toward each other in good faith.
7.03. In the event of any such termination, in full and complete settlement for the
termination of the Work, City shall pay Contractor for those Services performed
prior to the date of delivery of the termination notice, plus compensation for (i)
necessary Work performed during the notice period and authorized in the
termination notice, and (ii) all costs reasonably and necessarily incurred by
Contractor directly attributable to termination which could not reasonably have
been avoided and for which Contractor is not otherwise compensated that are
incurred through the date of termination and effectuating the termination
("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.
Termination on Occurrence of Stated Events
7.04. This Agreement will terminate automatically on the occurrence of any of the
following events:
A. Bankruptcy or insolvency of either party; or
B. Sale of the Contractor; or
C. Assignment of this Agreement by Contractor without City's written
consent.
Termination for Default
7.05. If Contractor defaults in the performance of this Agreement or materially
breaches any of its provisions, City may immediately terminate this Agreement
by giving written notification to Contractor indicating the effective date of such
termination. Termination will take effect immediately upon the date specified in
the notification. For the purposes of this paragraph, material breach of this
Agreement includes, but is not limited to, the following:
A. Contractor's failure to perform, in a manner satisfactory to the City
in its sole discretion, the Services specified in Section 3 of this
Agreement; or
Page 16 of 20
B. Contractor's material breach of any obligation or provision
contained in Section 5 of this Agreement.
7.06. 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 of such a right. The failure of either party to this
Agreement to exercise any of its rights under this Agreement does not constitute
a breach thereof and shall not be deemed to be a waiver of such rights or a
waiver of any subsequent breach.
7.07. In the event of any termination of this Agreement or reduction in the scope of the
Work, Contractor shall not be entitled to damages for loss of profits for the
unexecuted portion of the Work or any other damages because of such
termination or reduction.
SECTION 8. GENERAL PROVISIONS
Notices
8.01. 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. Faxed notices,
confirmed by copy thereof, shall be deemed communicated as of the day the
facsimile was sent. Mailed notices will be deemed communicated as of the day
of receipt or the third (3rd) day after mailing, whichever occurs first.
Contractor: Advanced Electronics, Inc. City - City of Vernon
Attn: Robert W. Conrey, President Attn: City Administrator
2601 Manhattan Beach Blvd. 4305 Santa Fe Avenue
Redondo Beach, CA 90278-1604 Vernon, CA 90058
Fax: 310-643-8167
Telephone: 310-725-0410
Fax: 323-826-1438
Telephone: 323-583-8811 ext 260
Entire Agreement of the Parties
8.02. This Agreement supercedes any and all agreements, either oral or written,
between the parties with respect to the rendering of Services by Contractor for
City and contains all of the representations, covenants, and agreements between
the parties with respect to the subject matter of this Agreement and the rendering
Page 17 of 20
of those Services. Each party to this Agreement acknowledges that no
representations, inducements, promises, or agreements, orally or otherwise,
have been made by any party, or anyone acting on behalf of any party, which are
not contained 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
Contractor and an authorized representative of the City, or in a written change
order. Contractor expressly waives all claims for compensation based upon
quantum merit, implied contract or oral contract. 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.
8.03. This Agreement shall be comprised of these included provisions, together with
Exhibits A and B, which are all attached. In the event of conflict between this
Agreement and any of the exhibits, including the Proposal, this Agreement shall
prevail.
Partial Invalidity
8.04. If any provision of this Agreement is held by a court of competent jurisdiction to
be invalid, void, or unenforceable, the remaining provisions will continue in full
force and effect without being impaired or invalidated in any way.
Law and Arbitration
8.05. All disputes arising out of or related to this Agreement, the conduct of either party
in connection with this Agreement, and the relationship and rights of the parties
in connection with this Agreement, whether characterized as breach of contract,
tort, or otherwise (except for those requesting injunctive relief) shall be
determined by binding arbitration in accordance with the terms of this Section.
The submittal of all matters to arbitration in accordance with the terms of this
Section is the sole and exclusive method, means and procedure to resolve any
and all claims, disputes or disagreements arising under this Agreement, except
for claims by either party which seek injunctive relief, which claims shall be
resolved by suit filed in the Superior Court of Los Angeles County, California, the
decision of which court shall be subject to appeal pursuant to applicable law.
The parties hereby irrevocably waive any and all rights to the contrary and shall
at all times conduct themselves in accordance with the terms of this Section,
relying on arbitration as the sole means of resolution of disputes. Arbitration of
all matters required to be arbitrated hereunder shall take place before a panel of
three retired judges of the Superior Court of the State of California (the
"Arbitrators") under the auspices of Judicial Arbitration & Mediation Services, Inc.
("JAMS"). Such arbitration shall be initiated by the parties, or either of them,
Page 18 of 20
within ten (10) calendar days after either party sends notice of a demand to
arbitrate (the "Arbitration Notice") to the other party and to JAMS. The Arbitration
Notice shall contain a description of the subject matter of the arbitration, the
dispute with respect thereto, the amount involved, if any, and the remedy or
determination sought. Each party shall select a retired judge from the JAMS
panel, and the two selected judges shall mutually agree on the third retired judge
from the JAMS panel. If one of the parties does not select a retired judge from
the JAMS panel within fourteen (14) calendar days after receipt of the Arbitration
Notice, JAMS will select the second judge, and the judge selected by JAMS and
the judge selected by the other party will select the third judge for the panel. The
third judge is to be selected within ten (10) calendar days following the selection
of the first two judges. The three judges will together serve as the Arbitrators.
The arbitration shall be conducted in Los Angeles, California. Any party may be
represented by counsel and/or other authorized representative. In rendering a
decision(s), the Arbitrators shall determine the rights and obligations of the
parties according to the substantive and procedural laws of the State of California
and the terms of this Agreement. The decision of the Arbitrators shall be based
on the evidence introduced at the hearing and accompanied by a written
statement of decision as to each of the principal controverted issues. The
agreement of two of the three Arbitrators as to the resolution of the dispute shall
be a conclusive resolution. The Arbitrators shall deliver the written decision to
the parties within thirty (30) calendar days following the date of the selection of
the last of the Arbitrators. The decision shall be conclusive and binding, and it
may thereafter be confirmed as a judgment by the Superior Court of the State of
California, subject only to challenge on the grounds set forth in the
California Code of Civil Procedure Section 1286.2. The validity and
enforceability of the decision of the Arbitrators is to be determined exclusively by
the California courts'.
Attorney's Fees
8.06. 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, which may be set by the arbitrators or the court in the same
action or in a separate action brought for that purpose, in addition to any other
relief which is obtained.
8.07. Neither party shall be considered 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,
lightning, 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
Page 19 of 20
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.
8.08. Except as may otherwise be specifically provided herein, this Agreement may be
modified or amended only by a written document executed by both Contractor
and the City and approved as to form by the City Attorney.
8.09. The captions used in this Agreement are for convenience only and shall in no
way define, limit or describe the scope or intent of the Agreement or any part
thereof.
8.10. City reserves the right to award similar contracts to multiple contractors to ensure
the City has adequate services.
IN WITNESS WHEREOF, the parties have executed the Agreement on the dates
shown below.
City:
City of Vernon
r�����V ��•C if/4
Nam : Leon i s C . l bu rg'
Title: Mayor
Dater
ATTEST:
anuela Giron, City Clerk
APPROVED! AS TO FORM:
HAflson, City Attorney
Contractor:
Advanced Electronics, Inc.
Name: fo 6eii A Lb,✓�c'fy
Title: t,fd r
Date: AAa,y /d , 20Y
� UQ-�
Name: 13i AtA, 0—i
Title: G Fi�,
Date:
Page 20 of 20
EXHIBIT A
UAA
o4
.. 0*
2601 Manhattan Beach Blvd., Redondo Beach, CA 90278 * 31 0-725-0410 * Fax 310-643-8167
255 Lambert St., Unit 10, Oxnard, CA 93,036 * 805-604.9166 * Fax 805-604R91,99
$65 S. Milliken Ave., Suite C & D, Ontario, CA 91.761 * 909-390-0460 * Fax 909-937-712
1013/2007 www, advanecdelectronics, coin CUSTONIERNO.: 1296501
Bit 'J., TO;
VERNON, CITY OF
ATTN: DEPARTMENTI)
4305 SANTA I is AVENIJF
VI-RNON. CA 90058
Quote
Advanced Electronics Inc.
81111"m
VFRNON-PD VD, CITY Q17
4305 SANTA FEAVENUE,
VII�ANON, CA 90058
Page: i
& -5� co
CONTACT: V1.':.RNON-PID.r`D, (-IT' OF -0 NI A C.1 -L.L,
PlION1,": 323-583-8811 PHONE: 323-583-8811
1,M A I L ; EAMAJU
URDER NO P, 0, NO, Sill P V [A Foll TERMS SALESPERSON
0003218
OURTHIJICK
ITEIM DESCRIPTION
CONWRTPOLICE AND 1ARE RADIO CONTROI,
11INI"STO I-IIIIER ()I'll(' SYS] km.
C'USTOWR NTOPROVIDL POINTTO I)0IN'I
SIN(?I.X I'VIOD)l- FIBER CONINI:CTIVITY P'Ro�j
C)"NTRAL P0JNTIN I'D ITI FTI fOW ROOM
ADJA(TNTT) RADIO F,QUII',%1UNTR001N4
M."T30 ADVANCF0 ELECTRONICS
QTV EXTENDE'D
I. I`QI UPINIFNIFFROOK4 IIIINEATH \kA'I+',kTANK
131:1 [IND 111U STATION 3.
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I-ACH CIRCUITTO CAONYS I (*No'] I I:SS FI IAN
2.YrRAN,DS.110MI.RUN 11) 111).
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PROVIDI:JACK 1,111I.D.
ADVANCH) FLIFCTRONICST() PROVIDI'l
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JACK FIELDS AND EQU I I'M I -,N- 1', 'ITRNII NATI,
1"] BER 1: NUS AND 01"ITNI IZI-- LI N I` I.TVH-S'.
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2,800,00
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20 TRAVEL#¥» 1p Am 400
This quote Rwyr tidays unless wc««i is requested and granted ewalr
Atithorind%7wuK
AtOorized PrintedName
>lSigning, this +e_em.YOU hove agre dml, &nm+dmkai&attached.
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SALES »
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ORDERS AND F1IRX1 ORV RV By placing its order and executing the sales Order '
"Form"), Costumer acknlawledges its p recmC.nt to purchase equipment and services dexcrihcd tin the "Sales Order" form and any
ultachmcnts rcicronced thcre011 suh}ect to the terms end conditions which follow, Fach sales order form must 0) be signed by an
auth:orrzed repreacntai.ive Of Customer. (2) trceom-ponied by a written purchase order (wilmo Customer proceda m require the saute for
such purchascO. and 0) he aucompuriNd by rile petyment or deposit required as set forth On the, stiles order form. To he hindin:g each
sofas order form must comply with of requirements see forth hercnt and be aecelated in writing by an turf odud rcpmnntativc of
Advanced hlectronres, Inc (.'Advanced")_ Upon the written accopmnice by Advanced, each sales Order becomes a "FIRM ORI ERi "
EQUIP51 ENT, L.APOR AND AV,AILABILITO Advanced will hold equipment and labor pricing Or 30 days from the date orfhe
sales order, after which pricing and availability may change without notice. Equipment availability, installation scheduling and
service scheduling I 444s ttuhlem ro the manufactures ability to deliver e"Tritent and putts.
1'rtEQUk NC:IES, LICENSES AND SERVICE i'Rt)A IDERS: All frequencies and squelch codes are to be applied by C°ustomci
upon execution ofthis A,gmemom unless Advanced has apcctfic% accepted responsibility to preividp the some in writing on the settee
order. Customer accepts full responcthllay for the anumv of such InfOn"han and will be rewpoIcsable Or any, nalocking tee.
additional parts, and/or I;rhUr required dttc to ineampletc, rn4ormet rind ,'or invalid mrormation provided by C'nslomer. Customer is
safely r sponsible or obtaining any licenses or other authorizations required by the lrederal (;.GmancalieaU"s Comrn%Kri (" C,,,)
and fur cOulplyrnS with r C'C rules, and with the rules Had regulatnanl; or an other federal, stoic or local rePlotury agency. ';dc,ither
Advanced nor arty of Ira cmplvAccs arc dents Or rcprtscWaUves oil the Cuswiner on EC;C' matters Or othei'Wise. If applie.trble.
Customer acknowledges that it has selco" a radW common causer in larOvule so -vice which ut llres rod, Acquenries outhonzed and
vontroINd by the FCC Advanced his 'in contral over quality, ""amge or mhabilky of service provided by other parties. C"uM,,cc
acknawlcciges that Rh signals ore subject to dead spots, power otrta es, atmosphent; conditions and outer problems which may at hme
interfere with normal Coll] antri ouons
PA4'M ENT 'f) RMS AND LATE PA1 AlENT Cr1ARGEY F" payment is requtred with Hach ON, unless cashes tilrzrn t+nrcnts
am rntrde and sot robes On the salt, order Arm In file eletst tit at he lull purchaase. lance of etltarl>ment and scrvaees caallcd Or in this
Abreernent is not paid at tile, time ol'C`ttstavtacr'x onler, tile, unpaid Eala?tee is due upon delrverp of file egquipmcnt to, Advanocd front
ihe manufuclurar All payments win be by Coin pan, check, ;+shiers check, molpy Order, A'asa or A�lastcr C'tud. Arrartgetnents earn ifc
made in adva;rcc oforder w pay Q Ctr�tnntatr .oml:aany check of eharg.ed to an Open Customer ;acaSlcrl All t'rmnigers pHein, by
company check or chargmg to an ripert account melee have received )tutor authurtcation therci'trr I)v haven _ m t 1_tivtuas pew,
credit
qua"I'Vrtions ,Haa( to file plrcem"t of any- ortl-,r Net nmployec of Advanced is permitled to accept cash in we payment of ally
?hlagmion clue Advanced Ilan^ payment of any suns due: lion Customer w not received by Advanced within five Q clays sitter such
pavmcm rs due, than such Overdue, amn"N shall be subject o delk"enty charge Outdated danrtt�"c, under California Civil C`pdc
Secimn 1671 ) at the rate of interest equal It ; g% leer annum from the due such overdue umount were actually due: unul the date
actually received by Advanced r t"nimer acknnwled_gev Mal such delinquency cluirge teasonable "noes an Me cireutn,ratan~.€
exa ten)it( the: tarn. tile, Ayrreurent "VI) made t u.,inmer Arv'ev but occv plunce rrt all or any peutiun of such d,hnquener charge bs
Advanced %vdl nut tot some €r "y a v r by Advanced eft u° 0mv s detuuh wish re �pcc.t to s,rria avetdrre amraunL`-, riot evil) lart'v�cnl
Advanced m excle"M , any ear :all other ir_�hl r rcmc fans whwh A iv an"d may have Inv deLnyucnt:v ilr alto disc at pl Nate
ta
pa dkir intkre,r rate .let forth Item shall a,, tit u,_ed or ,Ipphod at rho late sel tonic herein or th
whichever N anuximurrt title ,t lovvetl try l,ayv.
lower
RETURN POLKA: An returns to Advanced, rot ,env wayan, must show a r,QW, let;rhli, and vied Rown mcmurnlise
Authorization ("R Lt A V number on the uutyidC oftleStpmg box Nn return: wall be o"eppol withoul a %'alyd Is Al A number.
A 11 R.M A returrx shou d be scnl NOW Prepaid R" au or replaceurenl well he SAW at Advanced: option fo uhrant an It 'vt A
number 0 is neeessary to call Advanced, Nemec center with the 600,winp infurmatton;
(1 ) 1" anvuac.i' number end ;md itf
porch tee., (?) �I'hc Purchaseorder rnrtnbea 'l'be
(3l make. modal nurnbcr .tract serval number sib ihe eqtturpnarnt to I t: �f:turned. :Hull (<t)
C Ostu fact Wentatacauon 'Vn egttipmenara leaned for vxch age of .rcdn is di he, accepted 1,ithnrrI an manuals, cables, put, and oricrraal
(SCION fr acka iging.
C A;` C EI I.A`r1ON CHARGEM It Ibis A rerinew N canceled by Customer prior to dcirvery A" OM" Ihan the: ; efauii ol:\;I"necd.
C: ustorncr ;hall pry Advanced ttur v percern (M%) "[be tioaal price for all produ I accc,_csnrie in,.tullntnan anti scrvi;:cs la;tt;d can the
salct ardor to defray mmuckbg and admutr.,tran" C,zsts AvONed In IN ale ass liquidated d amupR and not as:a p,,q
V,QI`IPNI h NT NOT FOR RESALE; E; Customer ackowictiVs th 1, said equipment on the ti.ale'> order i> NOT for reNale and 01111 the
(:'ustOrncr Is the sofa, "end c set" orthe cqurpmew dc.ccriber hctein, unless stated daNantly on be sales order a" a,,,," in w y
by an ;rut Hooked Advanced offIce_t t'uslom - a nee and warrants that it wall NOT n'fter the, equipment firs Itcsak or for Px aLars trig
the United States
out of
LLM!TED M'-ARRA\TS A" tqu ra sent warranue,< and slicrnccalions ;are pro"ded by the munuracturcr rff nc� •q,ripmirt
Advanced waunnis os scrvm ; to , p,,0,,rly porurmyd :and tea he I ae cf defects in workmanship for qO days_ unlc r ntrrteJ uthcrvvisc.
an the salty ON" Drt.r»a_c !runt ucrdcl t a+ru:,e rrriusc ncghgenae; cx renae codaliliurt,, latrm,+lr,y. servpc frond ani,lhcr vrae
pruvlder, use Of anu"I'Oved, hues erect or tautly service parts and,or xect ;or:e; will void all ;warranties. {,ipeufnrr of r;;aieivice
Walp"Ng with ncc equipanmW incAudoag upgmding or repair, by unauthrrr'ted pcoonnol will also void o wurrentlies "l"lns iilrwh"
w-arwrity° A void TCusrOmcr rcicacutes Me equipmew. bus the insiaalotion ur equrpurent worked on b}� anyone Other Man ;+rhisIsicvd its
ale achc5 equipment or aceeseora8s not provWed by lAdvanccd Adv anccd's warrant, shod not he erthiTed and ""fiaai on or liability
shalt arise Out or Advanced 4 rcndenrip of technical advfee, facilrues nr screw in conneeNoll with C'usitrm is Purchase Ofthe nrncluct
and ear sere Ices furnished
EXHIBIT B
EXHIBIT B
Form Change Order
CHANGE
Contract Number:
Change Number:
The requirements of the above -designated Agreement are changed as follows:
City and Contractor agree that Contractor's compensation shall be adjusted as follows:
City and Contractor agree that Contractor'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.
Contractor:
City:
Advanced Electronics, Inc. City of Vernon
By By
Date Date
INSTRUCTIONS TO CONTRACTOR
Contract Number:
Instruction to Contractor:
Date:
Specific Instructions to Contractor:
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 Contractor, 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, Contractor 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 Contractor 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
(Contractor shall, within 10 days of the receipt of these instructions, furnish City a statement of
its proposal for adjustment in contract compensation occasioned hereby. Contractor 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 Contractor 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. Contractor's signature hereon does not indicate his acceptance of the
classification assigned hereto by City.
Contractor's Representative
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