Loading...
Resolution No. 96061 RESOLUTION NO. 9606 2 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF 4 AN EQUIPMENT PURCHASE AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND FISHER SCIENTIFIC COMPANY FOR 5 HAZARDOUS MATERIALS EQUIPMENT FOR THE FIRE DEPARTMENT 6 1 II WHEREAS, the Vernon Fire Department desires to purchase g various hazardous materials equipment, chemicals and accessories in 9 order to be in compliance with the requirements of the California 10 Office of Emergency Services HazMat Typing (collectively, the 11 "Equipment"); and 12 WHEREAS, the purchase of the Equipment will improve the 13 effectiveness of the Fire Department's operation and enhance the 14 emergency services provided to citizens, residents and businesses 15 within the Vernon community; and 16 WHEREAS, Fisher Scientific Company ("Fisher") is the only 17 vendor able to supply all of the Equipment and the Fire Department has 18 determined that it is more cost effective to purchase the Equipment 19 from one vendor to take advantage of a greater discount and cheaper 20 freight; and 21 WHEREAS, on April 15, 2008, the Finance Committee Section of 22 the City Council recommended that the City purchase the Equipment from 23 Fisher at a cost of approximately Thirty -One Thousand Six Hundred 24 Ninety -Eight Dollars and Fifteen Cents ($31,698.15) plus tax and 25 freight; and 26II WHEREAS, the City and Fisher desire to enter into an 27 Equipment Purchase Agreement setting forth the terms and conditions 28 under which the City shall purchase the Equipment from Fisher; and 1 WHEREAS, the City Council of the City of Vernon has 2 determined that, pursuant to the provisions of subsection (a) of 3 Section 2.27 of the Vernon City Code, it is in the public interest and 4 necessity to enter into a contract with Fisher for the Equipment to 5 enhance services provided to the Vernon Community. 6 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 7 CITY OF VERNON AS FOLLOWS: 8 SECTION 1: The City Council of the City of Vernon hereby 9 finds and determines that the recitals contained hereinabove are true 10 and correct. 11 SECTION 2: The City Council of the City of Vernon hereby 12 approves the Equipment Purchase Agreement with Fisher, in 13 substantially the same form as the copy which is attached hereto as 14 Exhibit A and incorporated by reference. 15 SECTION 3: The City Council of the City of Vernon hereby 16 authorizes the Mayor to execute said Agreement for, and on behalf of, 17 the City of Vernon and the City Clerk is hereby authorized to attest 18 thereto. 19 SECTION 4: The City Council of the City hereby authorizes 20 the City Administrator, or his designee, to make whatever non- 21 substantive, administrative and/or text changes, upon advice of 22 counsel, to the Agreement. 23 SECTION 5: The City Council of the City of Vernon hereby 24 directs the City Clerk, or her designee, to send one fully executed 25 Agreement to: 26 Fisher Scientific Company c/o Fisher Safety Attn. Mike McBride 27 36000 Country Park Drive Wildomar, CA 92595-7645 28 - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 5th day of May, 2008. ATTEST: MA UELA GIRON,-Ci-y Clerk fr(.G�2..• q Name: Leonis C. Malburg Title: Mayor - 3 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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. 9606, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, May 5, 2008, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. (SEAL) MANUE"ACIRON, Ait Clerk - 4 - EXHIBIT A EQUIPMENT PURCHASE 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 5t" day of May, 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 FISHER SCIENTIFIC COMPANY hereinafter referred as "Contractor," 9999 Veterans Memorial Drive Houston, TX 77038-2499 RECITALS WHEREAS, the Fire Department desires to purchase various hazardous materials equipment, chemicals and accessories in order to be in compliance with the requirements of the California Office of Emergency Services HazMat Typing (hereinafter collectively referred to as the "Equipment"); and WHEREAS, Contractor, the only vendor who can provide all of the items needed to be in compliance, submitted a proposal dated April 2, 2008 for the purchase of the Equipment (hereinafter collectively referred to as the "Proposal"), a copy of which is attached hereto as Exhibit A and incorporated by reference; and WHEREAS, the Proposal includes a description of the Equipment to be purchased from Contractor; and WHEREAS, the Contractor's cost proposal is acceptable to the City; and WHEREAS, Contractor has advised the City that it is qualified and capable of providing the Equipment 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 on a contractual basis as defined in the terms and conditions set forth below. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: Page 1 of 18 SECTION 1. PURCHASE OF EQUIPMENT 1.01. Contractor agrees to sell and deliver the Equipment, including all material, and the City agrees to purchase the Equipment as identified in Exhibit A. 1.02. Delivery. Contractor shall obtain and sell and deliver 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 Equipment 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. C. "Contractor" shall mean Fisher Scientific Company 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 Page 2 of 18 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. I. "Premises" shall mean the physical premises under City's control or ownership where Equipment is to be delivered. 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: 1. Information which, at the time of disclosure hereunder, is in the public domain; 2. Information which, after disclosure hereunder, enters the public domain, except where such entry is the result of 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 Page 3 of 18 who have been approved in the manner required by this Agreement. L. "Work" or "Services" shall mean the Equipment delivered by Contractor and materials, if any, to be delivered by Contractor 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, delivery of 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 only to add or delete Equipment being purchased under this Agreement and the adjustment to total compensation. Changes in the scope of Work, or duties and obligations, shall be authorized only by the City. 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 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 weeks from the issuance of City's Purchase Order. 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. Page 4 of 18 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. 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 delivered by Contractor, described in this Agreement, City agrees to pay Contractor a sum not to exceed Thirty -One Thousand Six Hundred Ninety -Eight Dollars and Fifteen Cents (31,698.15) plus applicable sales tax and freight (the "Contract Price"). The actual amount will be based on the amount required to furnish the Equipment, billed in accordance with Page 5of18 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 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 compensation for applicable taxes, 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 purchased under this Agreement, City agrees to pay one hundred percent (100%) of the Contract Price upon delivery and acceptance of the Equipment. City shall make payment to Contractor within thirty (30) days of acceptance and approval of an invoice prepared in accordance with City requirements. Payments shall be remitted to 5.04. Contractor shall be responsible for paying any subcontractors used in the performance of this Agreement. Subcontractors shall not bill the City directly. 5.05. Notwithstanding anything to the contrary contained herein, the City shall not be obligated to make any payment to Contractor if Contractor is in default of any of its obligations under this Agreement; any portion of the Equipment is defective or not in accordance with the terms of this Agreement (provided, however, that payment shall be made as to any portion of the Equipment that is acceptable to the City); or the conditions required for payment as set forth herein have not been satisfied. Expenses 5.06. 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. Page 6 of 18 Compensation for Changes 5.07. 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 Equipment delivered. Substandard Work, as determined solely by the City, shall be redone at the expense of the Contractor. Products of Work 6.02. All products of Equipment 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. Insurance coverage is waived as neither Contractor or subcontractor will perform work on City premises. 6.04. In the event that Contractor and/or a subcontractor or vendor performs work on City premises, the City will require a certificate of insurance showing such insurance coverages as determined by the City as necessary. Representations 6.05. 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 Page 7 of 18 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. 6.06 Contractor and City represent that each has read and understands the Agreement and Contract Documents. Contractor also represents that it is qualified, willing, and able to obtain, sell, and deliver the Equipment as required by this Agreement. 6.07. Failure to perform all the Work 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. 6.08. Contractor declares and states that is has complied with and will continue to comply with all federal, state and local laws, ordinances and regulations governing the sale and delivery of the Equipment including, but not limited to, any permit or license requirements of the United States Department of Commerce that may be required to carry out the Work to be performed under this Agreement. 6.09. 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. 6.10. 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. Warranties 6.11. 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 Page 8 of 18 complete copies of all warranties, guaranties, and operating and maintenance data and all other documentation from all manufacturers pursuant to this Agreement. 6.12. 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. 6.13. 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. 6.14. Contractor shall obtain for the benefit of the City, and assign to the City, commercially reasonable manufacturers' warranties. 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. 6.15. 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 Page 9 of 18 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. 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 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. Corporate Conduct 6.17. 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. Indemnity Process 6.18. 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 Page 10 of 18 such notice, Contractor shall assume the defense of such claim with counsel reasonably satisfactory to City. If Contractor fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect conflict of interest exists between the parties with respect to the claim, or if in the sole judgment of City the assumption and conduct of the defense by 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 6.19. 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. 6.20. 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. `6.21. 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 Page 11 of 18 Information and any documents provided may be used by Contractor and/or its subcontractors only as authorized by the City. Contractor shall include a provision in its agreements with subcontractors that binds the subcontractors to this non -disclosure requirement. 6.22. 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. 6.23. 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. 6.24. 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 6.25. 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. 6.26. 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. 6.27. 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 6.25 and 6.26 of the Agreement. Page 12 of 18 Contractor's License Classification 6.28. Contractor shall possess all appropriate licenses for the duration of this Agreement. 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 and approves the Equipment, unless otherwise extended according to the terms and conditions set forth in this Agreement. 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 Equipment delivered prior to the date of delivery of the termination notice, plus compensation for (i) necessary Work performed during the notice period and authorized in the termination notice, and (ii) all costs reasonably and necessarily incurred by 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. Page 13 of 18 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 4.01 of this Agreement; or B. Contractor's material breach of any obligation or provision contained in Section 6 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 — Fisher Scientific Company City - City of Vernon Attn` Attn: City Administrator 4305 Santa Fe Avenue Page 14 of 18 9999 Veterans Memorial Drive Houston, TX 77038-2499 Fax: Telephone Vernon, CA 90058 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 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. Page 15 of 18 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, 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. Page 16 of 18 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 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. Page 17 of 18 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: Contractor: Fisher Scientific Company Name: Title: Date: Name: Manuela Giron, City Clerk Title: APPROVED AS TO FORM: Jeff A. Harrison, City Attorney Date: Page 18 of 18 2 rx Iv h.l 00 ro fL uu rD fll 4� ii, ro �; to' rCL. n III <� �a 7 0 1 - !'_ ... D N n In rn n rf1 fll `n, f 1_y) ..., nj I-' (n r 'b r r7 n G] f7 [ CI]) n) 3 i rr a W .1 II�I'I (I, L ' (i. K_� G) n r.� <. T. r•.., , '-IJ .a w r" c_ C? n� CL rn - •:.; 7c m a, n rJ m (t, j n 't: m -� ni CJ rli -i nl j ry fb C) .L' (JU p �. y �- 'O y( ry _- w U) --I ni 4• O -u) ra ai r.' 3: }� ro 4; :a {j z ^) ni 7 «7 'fl a u in s NJ G LET. X () — --- C)-I in I m T m rn G) m X O a C) ou C) C1 x in z n :r. � m co rn - rn ? v m zp n7 (i ji r ll Q 4 91 (� J '•.1 Iv Z 0 G,rn IV N rn Y ).. O C D Ili VI _ .....,.._•__ NJ (j rn Nw C GO U) M U1 ill V4 ,h m Y N QN ti Ul U+. l) f rl n O Im z cn U) nJ 0 w -n a MI rD '; F° �,' N p lLY WV Ch 1r m �'I (A •. -• T)) C qk J 9 n n o { ryry O "] 9 $ '7' �1 '17 '0 [.l .V] .n ��? f111 y TO 11 t ,n mCD C) ci n' v' ui �, _ t u rcJ i Uf tl 1,09 (T,, (n w m v, ni !� N -.. (71 n n fu ° 3 p (11 ni U CI N, Ci c, ,o R 5' - u, m . U 5'+ �„ i7 tT u, b (D '� c Cho n c� Z n 'n .n r, 5 to O tP tt.] O -Ti 111 v, in m `. JD t• lY7 .� rr Z i u N X p �) InX ---I z 'r C,) C1i J' �� In - ;0 2 mr�� �-orn nG1 �Tj Q v m cn k• X c, r m ) n w cJ C) o kfl v) w ,n .D n w w v m v, rj rn LJ C� N V l V,. In V, i.n IT X -i tv • • +sJ r.J W V1 D C�- lJ U Imo, tl, m U C- 7.Dc 7. () >7 n m im m 0 y r7 z rn Z C' r 0 n N 0 00 w N (O 09 N N 1 n c, iv U 1 3 4 w ii 'U n 3 u o a� rn ro 6, ru {� ro n cu 0 0 -t °� � m 7J o ti n y cs �• t. 1 fH 7 03 m (n a; A() �l- a n m m C o a W� u 4b t7 O N ,�. L cn C7 (D _ S v� c7 f"' � �© CCuu (O fb CJl ft, �Sp� r�p @jS'1 'p m !� tU tp is c ' f0 J! O a; - Cf- -c7 w fu c7 w dr m ,5 n O. (Y rb 7C N N Sri m :3 a. vJ m cn w 5 n� = Q r w fQ m Cl 3 o ri ra :Y C), W T z c zM m m m m r_ c c cn cmn �> m O n v; m m � © o z O a x �> z� G CM) ta 0 X Cl0 cn aim' g ono � b om� a on N m O rlj (J p 7UC X p m an V, {A �. v, w w. m n In ai [7 w u. +„ 4n m x ,a a 41 v w m 0 U m m z cn r~y N n.J C? 0 00 r. is w w N �J IV ffl Al Jh �k a In CIA J. rn 0 a � ���, tti n ro it J [m' mA. lZl m dJ 0 N -0p, "n C) Cw9 lC h i7 rC— fD I� �m �p t,.yQ0❑CD ro un A w LAa w Ia J; Z N {Jw� N N N N .a uJ © Ln J a', in z r ry C-) [n0 04 Cn aJQ v to aid � 0 C rri p C3 0 ^� .0 (nI 1rn m rn 0 m m m ni z m m n <n ro •n vary -�w roa° .err, vw � � i < 00 r 00 r 0R r O� r 00 r 0 3 m �m n i- © m C7 is 0 nl 0 :R: Z <m C) 3: 7w m C� CJ v In aw Gry' 2 q a rn� may m� mn m� 02 0 r r r r r iJ LA t,.J (i L U) �P Cn (IJ J Lh C N ,z r,7 fwl UI CJ N <h `J IQ cP Ch UI Vl CH h Y Cn 4p Oft Ut iFl. ul 4�7 r:i Go p W co 91 W CTI W J )N00 CI Ln [IR Ln VY #I4 FM � it m X "-i rn v "� rn co L'i ui w a M Ul n m n 4 m z a m 4N n.a N 00 •o u, ro A _._..... - N m TI w N -•a fJ '� ik O7 C) J ie U) C_1 sf1 4U ( Cl T ry tT V) N R) S. �t O `0 M a' N V .7 W to t y N Cl T p [ W N .ems n 'co N UI N 2 G� t3. (U m fa'" 'p �l N n i? UI Q (tl 'Yl T1 y ryVi {7 N a p IpCf 0 `p. C U W m 1 pUj N O `�' y (CD) p m a N D 1 'u ro c 3 ri `7 pl d f11 > fn Ky ,pi �1 y o N 0 " y y U /� n ram•- cD r- v- cKi Q o ro S7 3 K7 s :3 �WI CN) ru: O 7 CpJ N na 4() C N, j U J N wi Ib O Ill tl N D u uU m M q�n c] � --pp m. (jl �T�1 Vi m T �« z 0,U Z'f�AryG]Q'C, ��j !'! Y nOCU p (ii D n :1-1 :r � P.P �O u O� C�1 mC701, z fTl tiraCON fn >"Dfr-,< crf m m Z �mmm r cn c.. m 0 Y -' v, z -m{ ?� CJ Z. o tV Va C7 ^� Crl fv 0 N � ID{ { F+ 'O U W w m W F'� b X 0 tiU q) 0 V 1 �° n m 0 rn a A rn 'J U1 A• W N L7 - ((7 co m 1 L ] L7 W W U fp N W wTXfn n] C3 C1 C[p "Ua } 910m U t7 j 6w n) m - 'l7 7 7 -.7 V) <u ,n m In tU O =i 7 417 'ar) ld tU 'U N n, T. b o C) T. . G) r 6C) :7 � rD � •- i 3 U, C/7 v m m m cii •qp m CU w'ton C vNi -i 4 a m 3+ :�• in of c_ t7 (rl O n fl O CJ Q y W Vi to p rL� G. � w � � N V (U (U R. :•� ]. �, � � � r N Cn G O S t* �' �. N, 4 � x �- ,`N ., , q fn a' �.. c4 qP wi, u .a, w N In t M A ...1 to _{ N l G7 h1 QY -p S N Z D r7 < ,n (7 A M N M U) CI C) U)('� r (n r y C� � rr--' N 1� ( n a v� 1~ � (n rn is X p U, N ) N CS <lu b a�' u in >ii � n rn m rn Q 00 jz b n 0 rn vJa CC) N to can n c�ii � x N O g Cl So "D ;U to an In u] n vo to O? VI 0. J U7 Gj 0 z Ai 4�- t1i NJ OR 2" ii) x 0 co o Ziri m a tu M 0 IT] JD X z M Z K3 > rri m 8 0 cl 0 rn G) cn z 0 -TI (-) q C > w > z In c) > M X 0? 0 rn �b ), z pal mitt 0 0 m m 0 C m Fn T, Q Z 7A w co V) An V ul co 0 m Lli Ol 91 Js < 3 In cQO Q zi DO 0 CO ly U Ci Lu 0 ap ph -TI a a < (o ;T :3 c� ua 3 (D -n C3 M ;A (D Er th , j R 9, 5E cr ITI 75 W, *-, - cr — rl o -u " 5 Y X. 0 < P" 5 N 4m to w fJ m 0-11 w 0 41, 0, Z 0 M —i rn M cn m < Nrim�n ff rob 0 m > < > T it M C) (n Ul to m Ca 00 w - Cl) u of -l11 !7, �J � (t) i ti [� m w Iri �n IS)O e : N tD tb 1(Y1 N O .rD � %.. N IJ �� w O I_' IED .h 5 cb fT o cr ❑ g m p u ro r, N�y� i q No tp' CY `iG flr y (`o y o n � )u N � l7 �l W r- �`. n S000 a: 71 In X L N -C CmI! m�rom`ci�r K �� n ?0 v Q m " �0 m 0m+ Gym pq MX R ion 1 !17 a SC CU m � r � G7 m rn m� U) m r [� (n ... m a � o c 0 T ui A V m allm c� n to !11 r n ;3) ni 3 n z z ]: N m , cn Tr N N 00 CS7 rcri m n hJ •� � 4 N rh ny o Ln 4. rn E OR 9 t 2 � 4 + s nor �. ;"��q^ to NLy � L6 fll C7 In 16' .Uj t c' G) �' CD vi w :� Lta ro w o. Q ry (p ry N N f(i � (➢ � G) fb nr n O -p rn h e Ln m A m U v 5, 3 IX w m ni Liu 2 r! (�i w �. ��j' u� .7 Nn w i N w w (D O U) (J 2 til 1�l1 t i11 c. w .. Lp iu U �. =, O R m rn m to to ii " ut v' (D u t1 W tD - m r n �' ro ti 0 n (q i o m Z U Z U 3: Z I') z C7 cl+ m X W `U mmr ter,,, rn p -u Fn v N Z '17 n' G)A f�" Q (n , m �.Q rn 0 C > G) (n U z ro ui zPc� m Zm c (n 3 U -Q -nci z m ,7 n m C_ b m z D ' - C� w -11 >c ru V) T m < m pp <i m o �-n m X O M h . { M of � y Z W Ln w px7 y'f y' O 3 'U A 0 o ca nU1 uq fJ r1 p � � W to to a m ci N €� r 00 q) 'J E Q1 ,N P L 5' (U :7. �7 tA U) Q N (� O C N ,. C,711 Gs Fi 3 c N{ C a R1 ro C1 n t, n G> a ro � m [o[ N m Q a I n G' ¢ N N J (v �(G7 o, ic; y 2 N t ro N .: 7 O O n1 A ro i; u w tO x F rn ro �' w �:. " ° q v: °° a CD Q D U c m a a ro V c y c7. 7 rU_ n, 7 3 m p 3Cn (D ro I'Yl (•' _)- 7J C� "r ro Q Vl �j (:. (.) N O � -• (7 N t:7 C7 _7 f.� tU Z 7 () �. C` (') i () •! V n -n Y C of V •lf1jJ N L' h r r� ro c`x. C7 W. n �� a 'o �, 0 3 Q A. 41 i�. a (. N> in o m Ea -�'7. W Ul Rl Y. N N N Cf OS th p z m (v n m n7 �� --I Dp m <> �Z ImmCnl'� cC7pGmGlG�c2noi x9< m n or m m ' n� m 9z0 � 0 m � zmrnr©�n n �DmEn �ro� c? z�Scs 0z �az� � 4z 0 r Vi (n "`�-CmG -CO D. CuW Q� 3 (:) rC N Z. m C 0 i'i rn i > cn +rye < o i v GS -i Cj i 'm` O . = t/) m n O 2 m Paz �C o� zm m o ro��0 n° m it m h� q 0 is r.7 ;u n 0 a 'p iT ry h) In ,,. _ m x N (17 C 4fi N O p -Ji N N 'U 'Y1 � � 05 Q Z r- n Z. U) Ir` 0 7 ik 0 n. Z to m m o '0oz. a u, try n -p c rl y �� c' cv n`nt ul (n � to 3 m u a m 0.rp cj 3 N c, w :U C) :1 N N C1. ,. t'i r t� N a�. —1 [n 0 t, 3 � L U a v) rD O N UI N N fU CY (P n vJ ,CU (D µ n C u w w T> N P] _.. 4_ (n yU (n tIN e� O ` CQ , uu_ o m - 0 z _o -J A m: 6> U CL oCu,I.w Q L C�.L ` c-U, � w z CAI cn�7�yN2f:J 4 C7 c� p-+v,Gn>v� x D -1 z C) 0 n C U ri f�Tl + a ��� .a.>n n_> e>_ m ro z o 10 (n by 0 Fl ITI tl G !� C ni � (7I f1 -i in N (D ro I-+ NJ a> cx -.., o, u, _. c , m m 3 > rno (n'o N rn:3,v,'� ii <� -0 7 (om r_. U u.n o� n o vrm Z u, ro w 1Tt ' .:r.. (0 _ x I c; to c u, a 0, �'. cn U 5 C V, NO T C O (n N m y D C j LA c. n m n v n lA 1-�- D ' w rn N 0 ca 7 3� Q 3 t a u, m u c, -'Y-1 W O � d r ru( i " v 3 1 �, Q G) e p. d C) - Cl xm'I r C) u Frifl! n ni M cp can 'p Cl 4'7 ftt- o r� _ Ur o m cnl�1y1 0 JK ={ _...-... �?�V' ))Z00 � �O0o d0 U) r M m SA m Z 0 (n 1 'rl G) Zj= Tm'Ezl n �O�Car L>7m ,n m c n p ©ro Q m pm 0' ' m 0> x g. co C � M (A> Z m n> m z p� LA p l C d p X Z m Im Z> A m z c, nr Q p 0 0 910 N to �a�i o is n m i.r iw Cn x i rn v, X 0 CJ r O T z u0 z Cl � m v rP » rn �-•, w -P� m W>M(p zztn m M X (n > 0 cr W 0 0 0 0 (p C) M F -a w N I,- =r 03 0 0 cr cr i= (A p 0 = -j - 104 -W) r- (n 0 a w Cf) 10 F. R.-O E ro Ka -'0, z , -.5 0 z M t CL D) 0 0 Z w z :3 RI j U1 V j 6 5 p CA m :3 31 im Q N N Ol > UO 0 w Cl) 6) (nrn 0 w 0 P 0 1- 0 ;0 rg r 0 z -0 > Tj > (J) > Z < m 0 �a - M 0 m C') m z < 6 p t --) G) z < 00 z 0 0 m ITI > m > cu > n -n to m z ?41 &) z m > in' c C: JD 0 (A cm xi Lj 0 m .,I LO m X I m m W W N 5 E cn u3 OD 4k C) to 'O 0 ;rK D C (n N N p it t_ C) '' N cn ?, > C V1 7 C ry vi p m' m V N r zs m c'ip CI7v AC n �� � s G) r o� �xu1 7C n a � Li Ln 0 o tk 3 a m N m N 3 L o o C7 10 n v o G)I j N c v�' G2 t'p ((7(Y7�r1 cr ✓ l'(„ °1 m 0 m cr, a i} ro o v 0 ;((p�� '7 to w �' �. p ii. d o m 1U �j c3. '.. n 0, �C CJ to « m p3 tr 'a- cs a• ro � > cn � N N �. ro CA.. pj v o x? y n( v n a CD �u (o 7 CL q SO (n u (b tv co me gym- z X m A m n r v C) -i D) pl 0 Cn cn z m m C mro o rn 0r rn m m G r ;u rn y `A Cc 0-1 V3 V3 fA 03 to ui ni u3 � () m Ol l71 N v � m n m Ln NJ n� ou ro N cri w w La �r { -' �; a z in � ry. �i � � � x enC �7 W n'-. rb �• ry o � 5ro �� rn �� v t'u D c�U 'ni N c -n TJ lD. n -N. tU >. - v + 7: y N C ymn cm1� rD tm a M N m to U W 't7 11 CY M ,U tU ]' tL�] tl r!) Ib r.. C n tD DI [Cl1 m N N t- 0 q' (!� :3 N c L77c a d C) fl A) ( y� TJ rb w tb fn LL7 tD N N 0 2 p z C) ((7 D > X cJ+ 2 iv7icry rich -�i m ' h? U .t'4'7 rr1 C7 Z m -I-I d d > rn rn N 4 U mrn0rnZ r C�7 O 1 z m Cq r C rn x1 r S zc v�._ m �z < rri m n C (f) C7 l one c� < t5 C, 1y) n 1 �a cn cn ro x Lfl N c> r1 Z d w wo L3 N L, 't0 w m m N f 7 CD OD N v .n W m w —xi u, N 'n w a N in C`J N 0 m n 0 O1 rn A (gyp J CA W U) y7 w W 7 an](A(f) C7uicu�v u3_ar x�nar m Nco .-)+ [ N ;..., 0 If 6) (/1 ..7 .. p (1 $5 j Q M C/7 7" N N Vi f_ l7 O l� O N 7C1 n (1. a Sj lQ� NVi l) J (7 (lp7 ,O IV ii.. CL! CT. P7 ty D] DI p Y) (n 6 C .I 67 N �a - �giyOUq}q to U) fli m 7 (n rt7 > p� >� C� T 7 v7 QC) m Ap C7 Nq q x L q m c� _ o W v � n) m o 7: r 01 X m M Ou r- Cy S (p 'p Z 2 C7 5 (�] C3 b a u it 0 (,) wa t77 'x� C) u+ w n O -a (n Al A N n.f N < to 0) m co M tU 5._ cr Cc cr "C m N fJ rn cnrn N - :3 m a I7t °' tb w' o " y Z UJ AS q n .:17 r r: co A �. (e 3 ro v nVI a p cn N w 2, ti o 7s J Tj (U N . to L .(�.. MM eti .71- r A -1 O C C,Q XZt-� C7 iX > w 0 m o < m m V) p Z Q V) CS C1 � F- C: p, 5 M .III C: m -n W r- -I z S'q z 0-1 rn r' i rn C: C - :x . a to C7 ul ja �r �r 0 -ni _i3=yp' m � m I fy Vi i r� 00mm T CJ { GJ 0 a; 7 c (--z -n rir to m Ta �.. In i C7 m D p III I u, u, ...1 W w m xl r A C y �.� z -C 5: - C i 4 z D -� In O T• rl CpG) cn z Cn c� TCr7 � r- m 00 sn n z. m z n rn rn t � W m a V) W U �. jn T r. �Tz dynes r� b d z ticpn C7-I I 4 T m <T m (n y O 0M Q --I t� � � n mr m -< r X w � N m Z C? 0 l Y mx A y rn D Vl l/3 (! F/1 1/1 En In N dl 141 W A to t» O m m U n ci iu w o> a x W m d G CIO - m NJ � n m n 0 rn z v cu rD ro OD + N j` a K> to (p w do cU ^J vv�� O) w tr w 31 (n W fLJ N to •-. (n Q co (D rn 07 ai V rra d) m U� T (a) W W W W W w 4) W N N N N N N N �... 0 Cl .�:.� � 0 rA O d N P ro o-T A� �Cp W Qom+ a (:L N 0rt (>. -x isC�b G @ Ti ('�6 n (�. 'N .... pp tU w xJ p 7C rV ro m iT .-w) --I �J . m 0 �, --V n 9 �.d � O (� a C) c C;lCD C p7 ni n 4 w m r r F3 n) t: Li N tj U' in Cl?(� (( _' N w N O (N171 'V0 <V • = ry SS m <D (U b CL N ui -• •D t7 �! iU 4 U O 7C 0 p M, W tl! 7 P 'Q n Q b ry O_ 0 Q N U7 h CYl fJ A © O 0 O 0 O O � C) O m (n m z r> z 0 z 0 z 0 z C7 z 0 z 0 z m T _ .. (nzvto CC)�mi (' _ z q� nX pp> pY O T,TV) C7G 7,U) p) _C umC)Cn r.. Jza fl,0 tpc'i"".. to . p nm my p dm 1:.1 inm r,-( irl cm m0 Ili 0 M �n rm 0 «a G)� 7 � > T r,Y<� c)m �� 7-- 0Mr- m z;Q p-m r- �iy cncn z Mtn 25 nma v)P F)r) n U CmJ U "x< a n m z �m (- ,m.ro yc0m 00 m � Q Oros q ? m.0 Q p rn a c� -n Cram Q a z rn m a+ z-i N N a7 v r„i Tj x) D 'ate ; -D --i-i xl > a --A 7d D T -4 x7 D � � � m m Qz -{r Qz 0 —Ir C7z —Ir pz r 0z --ir, � C) m 0 p qm 8r mC p m Qm Om Om (� :j Q i7 LP Q, Oa C� GI i =" T O U) .u' u) U) (n (n ua th (i) to w 'tt xf u w al A (P r.) Iv o) Ol N n m •J O) •M CJ ([7 QPal [3 N ^J W (D W +J G V, r tX) p ! h! N -a Oi CD rn NW C71 a) CCC1rr1 O) W m n O m rn ro ,v rorD N I N N N IV G N1 0 m Vi Pj ap,GI CI r 4;Rl to m tw0. r V O C7 C7 0 w w to N s ro cay �i q rD on 5 cn m_ In'o..n h D a N `cx a j C tn" x ro 2. 0 o^ !n C5 C? 0 0 j n C) x S w -� cn [� „, Y) - I [r (n 0 w :l fxity-� Tn '1) pr p Ti Or cn X r m m)rlr In a pr CCA�Ntcn a !G _L JV` r � 'rol7 :D y rp. (�Jl m V�i p I�TI a mUI'— p6)to m 23 m �n a )a,ti ro pu i � � bq Ca w8_ -T1 6'J ��y Uq w -n a, N m m -� �, ryu...s m y O n v uI r nU'i X v�� any �v{ -0 v- -n� ni ' az cam 0z mx a wV o X 09 I r- m � �... CJ m -q O m 0 r U _..I r U rn O 0 -G -Tn < cNi pp m al 6 z p to,N N O u) OD ED d) W N IV '1 0 Tr 0 1 yr to cn U, [n Jn Jt1 1/1 All -In _tn -V1 .LA m x H m p m rn N N `.. N W N _N.. m -P W N p- tU t}J V tfi Cl+ .p W !a t3 N N t 4l .p �a j•,j xL lO G]. tT m try 7` lf� N. ,a Ill {{)) tp ro C7 N IT1 z f 1 rr N _cm)� N VNJ W 0 b n h @ S+ N> m O S. 7 ran n. X U)I h: t 0/ t0 O N N U G i) J, 4.1 O O C3 O O G CJ n 6 m fn 37. in 2 (h <71 - _ : Cl a N -1 Y> 17 ( p r p !' mi �0 w.� T tl �" m v m a r ((0 ® �" � � �• ro A,�Iml'I � n, � J'+�T mtJt Uirnrn 0-"{ (v N'J pom �' ZpCt" "rocs° z m �rnn ur to in � 1 tl � v' ro v Ui 'D v� m m > Oz X > C7z ;v D pz A }> pz Toy 07 -,u 7> Oz .�7.7> z i O!11 CJrn[ O�! 00rrtl Or< pr< 00 W w 'D z P Wf�� CJrQ 01 w > ro rn m _ O) O 9 -tn •In -lfl- .W. 0 -LA lrr m CCD - m p z th th 'V su an rp N IN N ru C) O On N W A] W N W N WW N WW N 44) N W N W rJ W N W N N N N IV N nN7 AJ N N .•U - m 0 -a O9 Ch .p W N -• C.7 cQ V Q) C), -n ry i,., ti iv iu C two cNp W +J Q N � Q � ak n 7•S. m fi D '0. w C 0 19 5 R 0 N O ay rr U 5 t n wrn n �m a_ b rn�wz m t1 u. S pro I11 CL c L7 CJ 4 �j• a ur 2' w m Z C7 z w a m .. I Ivy al j x G r a,Ui a0 n (u a r ia: ? lb m v> D c Cl) 2 G7 N L7 10 _. �, N' ca a, a o ^' ur a. b o La a. w O a 2 Cj O p �. Y > > > -I •--I ...{ -{ T� ••-1 1 � x rAx 1wz� �Q o cwro-� Oc �t1 C7 �- -_,O� n`�01MM III n mm v,at-!*' mom Fr '"'�-.,:zz. 60 r m: r0 >U AG Cn cn cnmci R7 CAC _ I l7 fZ Cp m h �� O �m 1 C� N0 m 0 x U I tj [i r"i t7 -�'i ro --i -V Oz ©z Oz (Dz C)z Ct om r p n amrnmFn O Uy w rnw w -•a n) m •A z co as Q) i) X (I, C7 (k7 Uf Sd X Ia K) tU CJ 1 D O cD Q) U) to to (n «) fn T x u cr, c a du w m o cNn u, - +n v., rn m X NJ a rn ° �" � ryb m m z rlo w NJ C) ro m o. U) 0 w rp Al Z—Q i�, 87 rm !I cy fD 21 U) Cum NJ 01 (A z O 0 0 z Ch x z C) z m X L) m m (A (A CA m < > Z > 10 .— -n a ni r- C) u ri G) F cR Ij (J) 0 0 (A M c Z :U- < (,) r, 'D C) m Ph m 0— (, s � m <' m (n 0 -15 M z T m x Q) m > m M - 0 En c ;U > c/> I Z z R mn 1-11 -1 ow,� z c z m > -,15 0 m -0 rn (A m c 0 x rn (n C) m :0 < M > K C: > r, 0 tv 0 G) C 5; m z m < M 0 0; M r a 0 X m 0 G) > A --1 m R Z 0 J)o Z z 0 0 z G) 0 m x m T > rn tj (n < m �>u rn (in Su X to Q) frail. WW X 0 kD ;u cA to to Ki ID to Ln kn U) .9 m Kj VI NJ mCl m 0 3 !V m z R (A �T :T (1) Z (D (D X 0 z v z 0-0 z K) 6`0 Tj en — T 0 0 V) 0 1 06 X Z m z aIn a 41 M -Q, Cg ln� - — (D 1 :k p 0 ttt InA.: 0 0 (D z fl 0 %) In 7 CIL CD cr e. lo (n 3: rn In 12 t: u) (n--- 0 z 6—L 0 E: 0 01 0 z (p ti 00 co q cn ri) > z In ;u z m M In In o z U) n 5 :Z- r- 0 z J _r X > 1? Z ;u cn z 0 in In < F m ril Al In C: o61�v z 6 _j -0 In z > In In ti m T co rn in r7 N all 0 vi to Ul 0, VIIn 0 Z ---------- EXHIBIT B 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 June 19, 2008 Ms. Lynn M. Sabo Fisher Scientific Company, LLC 2000 Park Lane Pittsburgh, PA 15275 Re: Equipment Purchase Agreement Dear Ms. Sabo: Transmitted herewith is a fully executed agreement as referenced above, approved by City Council on May 5, 2008, through Resolution No. 9606. If you have any questions regarding this matter, please call Mr. Mark Whitworth, at (323) 583-8811 ext. 280. )ery truly yours, Nelly Gi, o City Clerk NG:dr c: Mark Whitworth Dolores Jaunzemis Resolution No. 9606 Agreement File No. 08-042 EJ�cfusively Industria( EQUIPMENT PURCHASE 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 5th day of May, 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 FISHER SCIENTIFIC COMPANY, hereinafter referred as "Contractor," `..00` DrjK �ae— a Brans -e Ph 152 ! S ,uti TY 771nn n n n.� J ��T---r-r� RECITALS WHEREAS, the Fire Department desires to purchase various hazardous materials equipment, chemicals and accessories in order to be in compliance with the requirements of the California Office of Emergency Services HazMat Typing (hereinafter collectively referred to as the "Equipment"); and WHEREAS, Contractor, the only vendor who can provide all of the items needed to be in compliance, submitted a proposal dated April 2, 2008 for the purchase of the Equipment (hereinafter collectively referred to as the "Proposal"), a copy of which is attached hereto as Exhibit A and incorporated by reference; and WHEREAS, the Proposal includes a description of the Equipment to be purchased from Contractor; and WHEREAS, the Contractor's cost proposal is acceptable to the City; and WHEREAS, Contractor has advised the City that it is qualified and capable of providing the Equipment 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 on a contractual basis as defined in the terms and conditions set forth below. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: Page 1 of 18 SECTION 1. PURCHASE OF EQUIPMENT 1.01. Contractor agrees to sell and deliver the Equipment, including all material, and the City agrees to purchase the Equipment as identified in Exhibit A. 1.02. Delivery. Contractor shall obtain and sell and deliver the Equipment to Fire Station No. 2, 4301 S. Santa Fe Avenue in 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 laurchase Order, and will continue in effect until such time as the City e Equipment 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. C. "Contractor" shall mean Fisher Scientific Company 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 Page 2 of 18 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 Equipment is to be delivered. "Proprietary Information" and "Confidential Information" shall mean information, whether written or oral, which Contractor acquires fro , ough or on behalf of City, directly or indirectly, or which arise out of the Wo concerning the Work or proprietary processes involved ' the Work includi without limitation, information concerning past, pr ent or future business ns of City, information about the operations o City's Premises, an other City information or know-how obt ed during the Work, except in mation falling into any of the follow' g categories: Information whim , at the time of discloses hereunder, is in the public domain; � �/ 2. Information which, afte isclosu hereunder, enters the public domain, except where su e ry is the result of Contractor's or any entity within Contractor's c of breach of this Agreement; 3. Information which, p ' r to disclos a hereunder, was already in Contractor's pos ssion without lima tion regarding disclosure to others; or 4. Inform on which, subsequent to disclosure reunder, is obtained by ntractor from a third party who is lawfully i ossession of s h information and not subject to a contractual o 'duciary relationship to City with respect to said information an ho does not require Contractor to agree to refrain from disclosing ch information to others. K. "Subcontractor" shall mean any first or lower -tier subcontractor and its Page 3 of 18 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 Equipment delivered by Contractor and materials, if any, to be delivered by Contractor 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, delivery of the Equipment. The Contractor's Services are more specifically detailed in the Proposal attached hereto as Exhibit "A" and incorporated herein by this reference. 'iMkA_U0A Change of Services tap �ke_ e,S 4.02.'�bity may at any time, by written change order executed by the City, make changes only to add or delete Equipment being purchased under this Agreement and the adjustment to total compensation. Changes in the scope of Work, or YY\ duties and obligations, shall be authorized only by the City. 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 SeFviees Co Y . o ays F"TWMQ ME - 4.05. all Work4_o_ntemplated-by this t __ _ _ ______— r • - - .- _ - -• V- - _r Y-. _ c .._ • • of Performing Services 4.06. Contractor will determine and is responsible for the method, details, and means of performing the above -described Services. Page 4 of 18 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. 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 delivered by Contractor, described in this Agreement, City agrees to pay Contractor a sum not to exceed Thirty -One Thousand Six Hundred Ninety -Eight Dollars and Fifteen Cents (31,698.15) plus applicable sales tax and freight (the "Contract Price"). The actual amount will be Page 5 of 18 based on the amount required to furnish the Equipment, 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 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 compensation for applicable taxes, 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 purchased under this Agreement, City agrees to pane hundred percent (100%) of the Contract Price upon delivery.Md-aeeepfan— of thgg,,,, Equipment. City shall make payment to Contractor within thirty (30) dayl— Oe.ce" P of an invoice prepared in accordance with City CP requirements. Payments shall be remitted to Fisher Scientific Company in care of Fisher Safety, 2000 Park Lane, Pittsburgh, PA 15275-9946. 5.04. Contractor shall be responsible for paying any subcontractors used in the performance of this Agreement. Subcontractors shall not bill the City directly. 5.05. Notwithstanding anything to the contrary contained herein, the City shall not be obligated to make any payment to Contractor if Contractor is in default of any of gerca� its bligations under this Agreement; any portion of the Equipment is defective or not in accordance with the terms of this Agreement (provided, however, that payment shall be made as to any portion of the Equipment that is acceptable to the City); or the conditions required for payment as set forth herein have not been satisfied. Expenses 5.06. 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. Page 6 of 18 Compensation for Changes 5.07. 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 be negotiated between the parties. Once established, the amount of the compe sation due Contractor or credit due City for a change shall not be subject to adju tment for any reason, including changes in the value of any currency. �uvua ( pLsref-M �- 06 Par- t � e.s SECTION 6. OBLIGATIONS OF PARTIES is •_- - 11 I-• • - • 1- 1 •- -••1- at • the - p-• -a •- ;ePAFaeter- Products of • 6.02. All products of Equipment 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. Insurance coverage is waived as neither Contractor or subcontractor will perform work on City premises. 6.04. In the event that Contractor and/or a subcontractor or vendor performs work on City premises, the City will require a certificate of insurance showing such insurance coverages as determined by the City as necessary. Representations 6.05. To he fullest extent permitted by law, Contractor shall defend, indemnify and ho 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 unde this Agreement, except to the extent Page 7 of 18 ��� arising from or caused by the seas negligence or willful misconduct of the City, its officers, agents or employees. ?�2 tar. 4;atieR-e� -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. 6.06 Contractor and City represent that each has read and understands the Agreement and Contract Documents. Contractor also represents that it is qualified, willing, and able to obtain, sell, and deliver the Equipment as required by this Agreement. CteAi ve r era;�Jrn��1 lit i� release- C "A— V; 6.07. FailGre to iaedo m al��or equired under this Agreement copstibMUW Ynat r'al hreaG WHof-t P. ram. n?Pat. Contractor has complete and sole discretion O'er for the manner in which the Work under this Agreement will be performed. -A-1,e,Q5-1y"j, 6.08. Contractor declares and states that is has complied with and will continue to comply with all federal, state and local laws, ordinances and regulations governing the sale and delivery of the Equipment including, but not limited to, any permit or license requirements of the United States Department of Commerce that may be required to carry out the Work to be performed under this Agreement.gs ('/j/�L ,11 K 6.09. � — �� are . • ——•—.--- - — 6.10. 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. Warranties 6.11. 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 Page 8 of 18 complete copies of all warranties, guaranties, and operating and maintenance data and all other documentation from all manufacturers pursuant to this Agreement. F4 0 6.12. Contractor warrants that title to Equipment will pass to he City e�=Z iCporation in t upon the receipt of payment by Contractor w Wahevef=e� �, 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. • d • _ A 1 _ - - - - _ - �� • - - • • - - mwida�mals an - • _ _. � •- • • AAA n �. and • _ ,.. .. - - . -• . • fit • - _',-• r • - •- - •- - • • r •' '� - - _ - - e - - • • • • - - • - - of MCI 0-roul"I'mg a,,vLITeF-venU-lok&PfO-Vide 3S ?ff 6.14. Contractor shall obtain for the benefit of the City, and assign to the City, commercially reasonable manufacturers' warranties. 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 wndeF this A.af.eement tys--accenae-o: �,on . Contractor shall assist the City in the enforcement of all such warranties. 6.15. 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 Page 9 of 18 t r, which . c. . ems#; 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. nt _ . �rr,� ii�,�mant—r�r thc- �a'Ir +r.��rz�;r- r..•r �h II in - - � - d hGM tho r4"�:;,;,;�, J „ �, � all claims liabilities liens riama� Via , s -f dPfpnse ail ink ^ut-ef--of-reiafing {=a)Ao y--such-Egrxipnient-found to be r (b) the ., .re„+,,,,, of -any such -E tkpn7ent- 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. 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 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. Corporate Conduct 6.17. 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. Indemnity Process 6.18. 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 Page 10 of 18 such notice, Contractor shall assume the defense of such claim with counsel reasonably satisfactory to City. If Contractor fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect conflict of interest exists between the parties with respect to the claim, or if in the sole judgment of City the assumption and conduct of the defense by 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. For ten (10) years after the effective date of this Agreement, Contract shall rain from using any Confidential or Proprietary Information excep n con ction with the Work or from disclosing it to any third party o er than to employ s of Contractor who require it in performance of the ork and except to such other 'rd persons as City may authorize in writing. If isclosure to such an employee or to ther third persons is so authorized, Con ctor shall enter into with said party a c fidentiality agreement containing ovisions with respect to use and disclosure o oprietary Information subs tially the same as those contained in this Agreem t. 6.20. Contractor shall take reasonable recauf ns to safeguard any documents containing Proprietary Information City may supply to Contractor hereunder. Contractor may copy . w e or part, such documents to the extent necessary for the performance the Wor , nd Contractor shall return to City upon the completion of the ork or request b ity all such documents and copies. 6.21. Except as expresOf permitted by prior written consent o the City, Contractor and/or its subc tractors shall not disclose, permit the disc ure of, release, disseminat , or transfer, whether orally or by any other means, ny part of such Confide al Information to any other person or entity. Contracto nd/or its subc ractors shall return any written Confidential Information and copies m e of such items to the City upon the City's written request, but in an event t later than the date that Contractor has performed all Work to be perfor d pursuant to this Agreement. Contractor hereby agrees that such Confidentia Page 11 of 18 I ormation and any documents provided may be used by Contractor and/or its su &non- ctors only as authorized by the City. Contractor shall include a provn its agreements with subcontractors that binds the subcon ors to this sclosure requirement. 6.22. All reports, pl s, data, studies, maps, drawings, models otographs, documents and o er writings prepared by and for Co Factor, its officers, employees, agents d subcontractors in the cour of implementing this Agreement, with the ex tion of working note , internal documents and Confidential Information pr ided by busin ses located in City, shall be considered the property of Cit Contr or shall deliver such documents and materials to the City as they are ated; however, Contractor may take and retain copies of said documents aterials that are not Confidential Information, as desired. 6.23. All reports, informatio data and exhibits prep ed or assembled by Contractor in connection with a performance of its Service rsuant to this Agreement are confidential til released by the City to the publi nd Contractor agrees that such docum is shall not be available to any individual organization without the writte onsent of the City prior to such release. 6.24. No r orts, maps, or other documents produced in whole or in part der this B0 f, ement shall be the subject of an application for copyright by or on behalf of ontractor. Compliance with Authority 6.25. Gontra�, t���-+,'�n i'nmr1��, �nri+h �n �n,e,o ren�.l�vrn evor.��+ivP nrd rS ^nd o her S,,S S `))— .-�.� ��r i ion Q and all those relatin in an�c wa t nlT►r�e aotic�s hd=preteoi+or� f the4-- rac olii y -V °`PP1-sexual • • - •� • _ AA eM:4.QJ MAIA e e • . III- • • • • - f - • • - •� R - - _- - - • UM IM theAgfeement. Page 12 of 18 Contractor's License Classification 6.28. Contractor shall possess all appropriate licenses for the duration of this Agreement. 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 and approves the Equipment, unless otherwise extended according to the terms and conditions set forth in this Agreement. Non -Default Termination 7.02. City, at its sole discretion, may terminate this Agreemet upon thirty days,p written notice to Contractor and such termination shall -be - r . spocifaed in such notice and shall be without prejudice to any claim that either 9 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_ �,�� 101 - termination of the Work, City shall pay Contractor for Equipment,delivered prior to the date of delivery of the termination notice, plus compensation for (i) necessary Work performed during the notice period and authorized in the termination notice, and (ii) all costs reasonably and necessarily incurred by 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. Page 13 of 18 Terinination for Default j� 7.05. If Contra for defaults in the performance of this Agreement or materially Othvt breache any of its provisions, City may.im► erfiateh terminate this Agreement by giving written notification to Contractor ipAie ..;, - the offectiva d2te of c,,rh Brien _ it t is -- -- -- - -�. a-e-- •- --1 • -- - - Gin ©PFD1( v A-0 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. Ira-tl�P AUPnt of anv termination of thiG A e� lll�€��6Ft�d-pC�rtl4 of tha \N� U �,- �•��,���,- d�•�, •,...._�®,�,ea-.�______•-;-, e F reuua,uan. 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. Page 14 of 18 Contractor — Fisher Scientific Company City - City of Vernon Attn: Mike McBride Attn: City Administrator Fisher Safety 4305 Santa Fe Avenue 36000 Country Park Drive Vernon, CA 90058 Wildomar, CA 92595-7645 Fax: 951-600-0918 Fax: 323-826-1438 Telephone: 760-497-6622 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 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 Page 15 of 18 in connection with this Agreement, whetherl 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, 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. Page 16 of 18 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 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. Page 17 of 18 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: L onis C. M a:burg Title: Mayor Date: r Z/zA� ATTEST: Contractor: Fisher Scientific Company ..0 Ti le: P� �► . Date: (0 1 C) �► Name:_ anuela Giron,"Cit4 Clerk Title: Date: C��/OZLi APPROVED AS TO FORM: aj/ AL-----' J : Ha i on, City Attorney Page 18 of 18 EXHIBIT A C) 0. f,)- ED IT I rj III o U) 14 c) x) 'TJ (D (b CI ID 'u -n n I r cl . ....... ... ...... . ... C) -n If) 0 1> hJ It, 0 -------- In rf-I m I I-n C) m(n ITT 0 rn m < co . ...... ...... . ........ rn ri rn m CK, z 0 0 rn . . .... ... ... - ----- rn k1i C' j, iv r7 ti ceL) rj, ui rn m :rJ T c., w I Ol cry �l .a n (n C`? CJ -1 r °RI GeRi So _ ,I .._,_CDro @ a -0ma fxUifl (1 M t (i jD v ID OII Rn`0 c UIr' tt' Ri : .lJ G•a o, r; �ti d OV iR u cD w C n Z N UcJ [D u,P). C !n C)fn " f V7 r N C, LL] Cru<P ' m V, a, 10 v) (ti cn aJ x7 W nt 4- ] z UJ O p G7 0l x7 o C) X � C7 Y, z ._i - rn CJ7 r.. J. Kn n rrl W < tC) m m m fj nr r [� r ,rjmcn 4•x 0 Cn r Cl _I Cr �? to x x U) s nl G p W V) n !n D :tl n nJ v, m en (n th rn m X v hJ 4J CJ rJ lJ'I �.. QJ C) r)7 4 ITI � m N Y• � m c., C) r.J CC) C3 m to tn m -n G) I PI) N < 7� CL n 0) (11 i, -n 0 0 0 to a '0 X 0 — 0 0 m -2. 3 4 a, Cl :3 C2. m c Z 10 0 rn L4 D) to -,1.2 ci M 3 i�,� F- JCS0 In =r v 0 :3 6 a) q - (D .3 3 '0 U) o (D 0 U, M wn U) m w U) a- to 'D -3 'U (t) 0 F4 Cl Lo to CL (0 q a m (D =I 3 cl) ram :3 > , T) :3 o 0 w C) CD ol -n n U) 71 A 0 z z z z > Z m FYI f- r- M U) 0 Cc C) m 69 ui Cl CD Cj m z U) > < :e. m C) )> x m z m m IJU X uj m U) rn < > 0 M 0 m C: > z C) z 0 m vi 0 0 cn C) 00 C) IQ CD ki, z 0 CD rn T ..0 rn ill JD AA VI X m Oft kn V) ;u 0 rn z I" Ca co rL CIO (D LO (1) X m n < x v IQ 0 U) N 0 0 -0 9i 0 t, CL 0 LO a D -3 F, 0 (D > In) w 0 ED w M -_3 13) qO CL TJ N) ul N r1i IQ 0 V 0 UY (.11 (Y) (11 Lh 41 'U a, 0 rl rev -u -u rtl 0 0 0 0 0 0 0 Cl) z z z m U) -q U)C I 1 w 0 0 mm )o x fil �u ro m i m m m m ni 0 z m m v U) (n 9? -u T (7) < 00 00 00 00 00 0 8 m < M 2 r- K, rrl 2 rl K M 2 r- K M -. r- �z z tni if) C) C-) ;K C) K 0 In C) > 0 z M tJ M ;D C7 In C7 > m X >uJ M > r- Cf) U) r- Ol (j) m 0 C) 0 co �X) OD P, w rn CC rx) w w L'i t1i L) M c>t Ln Uri U) 'A V) iA Ln m X 00 w rn Li LO Al Go Lq m 0 m z -4 YJ 41- S., 0 C) co to m n_ < uj C) Q) C) �n ZY -u 0 > -0 ul -n cn 0 w tp M -.I !R (of, (p (A F1, - 3 C) �n Z3 --jr —,Z n) (A to ( -0 -u T : M M W �; m cr M In Vl 21 w ID 2 3 G) ZK 6 z Al 9 r- -3 "7' �4 U2 j j5 0 " -U 0 o V) > M 3 ib , — o ro 4D :3 it, 7 T o 0 io �t n 0) c in I ( 6 to > W a 21 0 to -3, 3 M. 0 -T 40 C) cy 1:) ih iF a u) JD x C!. =3 C) c CtT CL (1) Ui C) M (C) to Q, to m (0 ;u co 0 z > 0 > 3: 0 T C it (-) ;v ;u 0 c c C =1 7 — -A o rn :3., 'a (0 m z (7) -0 z M > Cn o En 11 > 0 2 m G) z T T z or - m > 2E -i C; rn < z -n 0 rn -1 to 01. w 0 G) C) m -n M 5 0 Z 0 c > X < M > z m M Z r rn < m rn T Ten r-n 0 'o W M C) z T m z a 0 Ul C) m 0 c Vj m to X i _0 ID m 0 0 rn i U) a t1i a NJ 0 0 00 w ro Ut CtY UY Ut t.)1 N Ql co m •*t -rk co_. 7 (n "Tl c ) m (�) rn . m - _w .._m > (/! > r ra -_ tip N Iti 4C] (l Z7' �'� '[k Vr. Cry {'i o _ <U �' z- a V) c -3 a _,. G o 0 -3 ? :7 '.s rp 'l'! 0 If) ro ,-, v r, na r�. T U �� C.) r R7 iv - - � z� m „U v) 4b =s v,i: o- ...) rrt �' C) �i A w m "p U -`. vs G) Rl o —1 m Vs= > c) N Iron J O N o .�:: --1 'n. m .i cti 0 M -� -� 7 V �%,y w O tri W (n ,`1J r3 �, � c'a [xa V) D 0 r) ill P (PI H5 N tron Y ?� .� m :5 ro 5) ro CCL 7 .... t5 n. p ca CQ P W� V) m Di.J 0 c.) Ul G� C7 G7 iU Y t7� a t 4x CD "T) "Tl 'p t7 w 0 0 CJ V) C) x C) C) rv) > > C7 [a is (n Cn (D U) rn w (j) w CJ N z X X rn X (n 17 C) CD 7> W T U 'U 'U Q C) in rn < R > Z X z �IC1 -4 ;i l7 —4 HOC-) is m0 0 0 � �C) >�' ter) Q � N IT a to 0c n n c1 ro z z O iv u) y OJD cn Va cn (n cn cn ro iil G) f.ti '-J cT UaCn W X --i 4-.rf a 0 l+J V Gh Ch V'! \I m O m z cn 1 r,) r� 0 0 pa .v cu cm rn Sa! Sn) 41 C Qo tJ) p -n 5 O fp Vi (/! N W 'C3 rt7 N {n r" 3, T W. Cm N q K & 0 '@D x a. � DCjj s 1' m in Q a o . G (L7 w ° in CJ,J! ° C) U Rl m, T < Cy C5 _ CT N f,+ N p) R1 (r, cU Sn" m ro C. !c! N C N r-, Vi fi C.l,. G7 N _ cll N T.7 r m (m CA SU '7 ( C) m - N CL i].- n <G rn N ...� t� to t➢ <U (i a, m (Tl J` `n) ry 0ci Ch t.) 0 iuN rtn n 2 C� rn 0) N J m rJ Y J N) D SS Z �m q m 0 0�;rnG� r Un--4C�` K� (j C7 m (n 1> Z Z q m z m n m� m - zi V) n C: C) 7p h 1 > 1? --i Z Cn O r%nny r iJ ;U cn to cn m i Q 0 m m m ;0 m m m 2 a r_) n c: N rn cn ro !v � Ln Ca ly h) C) 4b T N en ci fl! V CY) m m -1 m 11 4t w o (D C) j5 cu < 0 0 -3 a o rn-0 - z 0 :3 -n .0 _9 a cu 5� ju > ni C 'o I o -Ti cp C—, 11 73 Ek) p ::5 1)) c3 cl 'T, (n rn m q� GL 01 C, > -0 l Z 0 n15 - z > III ZI K, I U) C) nj -u < wq rri rd ;r > , :j n, fli 0 T z z i T. C X (h .0 III > fn C) < > r-o U) -i --A rn 0 r. M o N T) iJ n Z m z 0 ;o < rti Z z C) 0 4j) 4A XI 0 0 m �rl cn 0 0 00 X 0 6) C c 6 � 0 (D tp ITI 0- 'ILI j 0 :I C: + NJ -,, I-.- a 0 0 (A Z x n ril --4 ..fin tiiIt, CJ 0 Cr 9, or Cl 0 (h to 0 cu 0 (T, (1) to En m cn C. 0 -0 m ;u 0 co ZO C) 00 -T X 0 0 0 z < X 0 0 ni N z -T 0 0 U) 0j Im > --4 -U m x ni T m -n N) -< M m m X Z C) (:) z --I T < C C. (n C. --I > m ED K, m z 0 0 ITI m x m -u Z z fo cn Cu 1p V." ON 0 w > < > x F- T (71 fb C) m z to N m TH (p W K) G) T > W 5' m 0 0— CO co e o-0 w 0 N 'o CD (33 m (Ij LO wo rn b to :2. 5: U:) CL w: . Q- 9 (D M - C) (D (f) Vo M ID 3 (f) T-1 no 5 (D -n k�j cr W (t) "T rTl fp Cu > (D -. !: (1) 0 0 o < 5 z 0 C) z 0 > z ;u (TI x 0 Z > m m m 0 m U7 cj 0 0 (A A M > 0 cu x r- > -u m 0 o (D m z 0 0 m 0 0 r- U) TI rn r- in 0 > f,) A 0 0 < ;o m M > -n z mz Z r- C) C) m C) -ix m C) 'n ­4 z m G) rn 71 < c > < LV -11 c ril m U (f) > < m z 0 -n x 0 mrn z < U) m ro z rn z 0 > rn rn [T) li 0 c JO ro U) m a v C) m 0 0 m z xD m fn O a n' � S7. O (JY j 7N j W N U U! Cn _ { roi i SJ. J �- !D U r '�. <b «i c.: :� � � � Qi i7 A ur m C) 3 fU i5 a c (➢ :_ � � ,':: � .� Il) ,. � -7 O CY. � ,� 0 t]" (p ..) nl 1 ". , • "7' J r (,J - (➢ CO C? C"� N j" (X1 7i_ Cy I*a W n7 [j C7 r11 > !C� [J7 .._• Ln GJ Cl N W C> C « (� 7 ci Lu (1 ; 7 Al Cn = SC➢S G (U 0.1 W «7 F m r� c➢� ,. cl`r ,!I t2. T za (C] tD l[Y W, Cj U) 4U W t,S7 pi V� «/C3'x �] .. N W Q C _�1 7 �3 v, r_ tri n J- m C7 c.. to (a '= a tti ra v) t7 m mai a w SS t ca ci 5 ., _. U n. - a c� G. " Zl ca ib' c) v, Ita .. (.) c l m n, " o nY C6 :- a; en (o tNn to O C7 4. v C lf7 f] _ tCY 71 "3 p v' s n) ff.. -1 L L1 (] O ai ,➢ Cl hi cr �- _a z m i� ? Z Q C7 T, r+J (70 1 T7`I:LUltJC3 D 0 m. m y > > 7aCJC(nCJ(7�� 8 0 C C) m G)) Gi cn cn M> Q �z��a irr m caC7>r—Z7a to Z C) to 2 7 rrn, -.v i Cn �7mM 0 aC)m c z 0 C)- ZZ rnm rnCiz 5>myr cmi) z Z ?� r iJ m U i U w cn I rn C -< 0 0 (n `I � tJ CO �% z L a� V `1 m n co m x o-� § in z C) Ln W> Z fil > 0 2 rn m _ o fie > C��rn z r i . c) 0 v z m I C) m r'n A 7� L7 lJ3 Ll) C)1 ty? UJ m 41 IA �, m Cal D N U C4a -.{l Ri in 0 z p p m m z Ca c� z to rn t*a r to - t'7 CA: z T) n ti to "U (n m lC? • C) Cfi CJ N Nfa U C :] it: C) -) 7 C�LI .D %:,-... N 'ti: '0] C L7 Cl fll _ to 0 U1 .)�vt tt) > > z tv 1, �) in ) 1U L Ll m -_ - 'il C:1 7 N CL tJ C)' 'm S () T7 tl) �,fU p)- C- PS to f1 j C1 -0�N��' N G v .... N _. .._ Ck.. F• 'ii _.. to �'. p .ti .. , 6 fv L. <) ut to N r)tY✓y C.. ❑. Cyr (fj N N CU �. (U !.� (n Iv- `" N qj fA (;L cn (T) C) O` 1 Cl tU �j P) ... L.J f" CP X -v st• -e) i'.7 (U tc) N !It ttl c) '.a Ca. v� �: C1 to - tt") t -� S p tl L to Q; sv fY) -i T, c> I c C C -G z t? V+ ry b 17 �'' .,. U !> _� C) r: !/7 i <) U CU G) h t -�"+.. ;�, N tt J f7" 0 T7 6 G�) N Pt tU ' 'i) O G'L C7 V 3 ry (Cl �.. I U ta. ry N = N 7 �,� N N I to ij C G. 0 mI7 ci "0.!* to Q o N m to 7� xxt 7� Zom �M(n> cry o0a1�1 p C'nC�? U r UI� u xzo3 n) :Z =i (j l:] rn ( rrn m 7 r r .. U)cn ) S ,� (' t 1 CO ca lil TJ AC -{ V, > CD r to CO U C) % Ui `': U) --1 Ci n CroX X 7 U) Co z xl , 6 frl I 0 :u �7 �)my U)> <> rn I mc?Z -i m <G © 0 mG A CjG?� inQ> xa Ci M m n) cr: 0 Z ci 0 v) cn to ro ;u ut n -.a ( o) at 0 m 4p --I r) rn u) A h N l!� ,D m h O m z cn t, 'n 0 -n T) 72. (7] 0 V) '0 w ITI (f) (j) rn (1 0 -3 C 0 t) --0 Z 'a z w 6 w 'n Zn nj 0 T Z ;ury 0 Si m I wo m M > m > m lu A)> fi Fri > n 10 w F- Lrj > it) C, (1) w CL In z w 5 Fri --j CT c n T, 1 8 -0 2 to 1 0 m --i 0 N C G) _0 z c 0 n 7j a c) 5 rl m C) 0 Frill iu m to 'n 0 m ca Fri raxcc>chothx U) 7 0 x r- z > U) 1-11 111 III <— Q) X, M cf) 'D r- 0 co W I > -u 0 rn — -1 o Z. M X :-, o 0 ;u z 0 , -11 (n 6 c m c U) z > z F- --A U) r- 0- In T, Z C X — m U) C) F C 0 -TI > m C() A G1 cn m -n (n > o 0 ni ro rJ �6 n Co -u 0 0 ZU) 0 n-> < m r- X b cu C r- M 0a r3 m C) I) un > m 0 m X z Fri 6 Fri m > m Z z C) Cl 0 m 0 > i: c 10 0 �, 0 8 ( m ul X --i T 01 m C) m m > m 0 0 0 z m c A zr m tO CL Of -P, rQ co to IQ < W 0v z in u) > 0 0 a 0 -V M C C Lo > m an Z Z (n w fm > 0 rr VO 00 0 , 0 �aF, (T.a� o w -a D, 0 -7 in w -0 > 0 a) Cr 0 l< 0 t��, 0 0) DO C) M 0 :3 3 cnn. < 0 (A 0 ;Q ;�,- -,) -7 > ;6 w co Em U, M n.Q . Cr :3 0 > u rTl > CD p F4 C' > V, Z 0 ri) 0 0 0 = 0 W in :3 -,1 z f.0 U -o > cl E ID 2, P 0 Ol io in a) 6 (D -A (" :� -Zj Z W z 111 N) Na 0 0 > 0 U, n 0 10 R., 8 (,1) m o 43 (D CT M X m fJl OD _0 -Ti 0 uj rl co X 0 rn 0 (A 0 < F ;o U 0 wO tfr z -u > 7- > T m > z > (n > Z > < m r1l .1 1J x rn m < z 0 iT) 6) 7 0 tjoz < e5 Q z 0 m al > FTI -z > U) m z > G.) az 0 0 ;u IT1 > Cn 0-1 U) ro LO m co m if) Lo CD m 0 0 m z X QD (o (Ij (1) 0) 0 X > C Q) ;. = T c rn 0 c "I) 0 U) (2 �n z �l ti '.,-o :3 > . w 5 0 CJ T (D 3 0 0 0 75 to uu (n M 0 (D a c rn -n ST P 43 rn rn (D M 110 -4 W- (T7 x ;—P. m C m M c z X C z U) m cn 0 c 7 -u F m m 0 0 G) r. > Pz U) n rn m L mz n rn m b -T) z 0 -u Z 0 m c C) to to -j rn 4F. th C) irl to m z --q m m uV en At 0 n CY =r > 41� L, C, o CD Tj � rn 0 ;K C W c < 20 S n 3 on, Lu a, — — CD m E , ILI -2 CD (D fU Ul 0 03 x ID rp in m q5 m C) -R E.1 ;N U M a m ;r m <D 73 ro zi (7() (o -n 0 z m c') > 0) xi z --j -u :7, -TI (f) 7, -4 T C- 4 0 G) �) > V) (7) Z m -Am 00 U) U) A m 0 > m G) C 0 o Z F-) 0 C m --A 0 m �o Z 0 > 0 0 m o > rn M (1) m rn )rn z 0 Co C) T 0 -< 0 0 z ---i > r- r- r- fil 0 G) z W M rn 0 rn Y) < > iz < rn i z c C (D m I) (,) X m z --1 rn 71 > > -- 5; 0 0 z 0 0 G) cj m Z C) z CJ ;u ni > M > c 0 (11 (A U) CD C.) m ul (D It) Fj q br r 0 m 0 m NJ IV t�J U 00 X cn + tl) n .t5 d iV 1] IU (U a A7 Lo C7 � o C�.) U, © M d- �?' 0 N. (D � � (U A7 QI (n Pt ir' � (U fTl w :J r/7 �. � AF In n. C)- CJ fkl Vi h Y7 A] .� o a ra C) D r N dJ t"f Cl 4 _]. 0_] n, - Ic7 rn 0 . • T' ; qa .» ?- p .... L Q^. (U C) N N (`) Su F CT O. IfJ U) A7 m 5 _ v) `; c] T C? -c5 m vi N - n_ =1OLN it .. Z0 Q - m > -u v ----- �� °c��� 0 S Nm�?m zx6)G7--+ a C) N ronp Ca CD ` m in —I r CJ nay C) 0u ��>� �Tw(�n Cl) h > U) T o b tCl r`W > Q I t 0) C1) ;u Z w < C7 U) (Yl r : �cn xzm 0 0. ' CT7 U) _0 U � Z "T7 _ ( r'- U) r » --{{ ••'i z 1 Mill m 0YY J N i UD M _ c:i r� c� ra Vm z C ? Q la,. LL C) 1> r) � M. y> n z, rn c c Ln en 4jr) r„ x Lrl e� Q m z --t U) CD m cm ro 00 j 01 ip cd I -A U, )G) Q) -0 M it, Q tr) D 171 5il ;Z Z3 Ill t (1) M m 21 , B) it) 41) m x 51 it) (D 0 T C) ri (1) > z C11 tA al c) tu > F� M 0 (n rr 7u to C. t-2 z Ul CD (D z -n cn 0 C: Cp In to Iq o) In to m 0 z M 0 z Z T o x C 0 -1 > ;o < C) C) z� U) G) --j G)m-j c C : I 7r m > o rn (1) .- U) 0 c: --I z 0 0 al 0 m ul cn m In Im m x )o , Ill -1 8 o f In cu c c (f) Z 0 r, rn 0 -A 0 z rn uj In SN z 0 -It m 0z RT z > 0 ---1 :L M > r- -< --A m 0 C., < m -0 z z 0 rn ..0 M 41 V1 if, Ail Y) V) m X z rw 00 (.:] G7 C] t7 p (J f() !f_7 Ill U l) lfi (? CX C:) Of) a) ] m N --• S J tP qs W (7) m J> (» -.1 0) :h `n r ] h) N !J ) N C N © EP w, G) (C)0 u3 (u 6 c] ra 0 (n U'7 N a 7 ' x ry o _ 2 � t7 (n (n (A)in] (� (u i7 r o�mrrn lU D h S N ^* (J7 fll 0 N 0 �� U _„ cr, v fmn m(nmrn L1 N m m ao rJR)] C7 r" t"co o CD a c> L 7. I Cl)(D a to �^I nrl ro [n (� fn --r it 0 m a U "' -I n, lL7 Ai V7 . K. ».j r 7 ((')7 N C"J :�' _y .o 07J (n m t7 w : to chi 'U W n J.. !ti } ro ) I1Y ft Cw .V -a T �+ rv. ro 0. O !ll r� n p C z �c -n C? C O 0 U 0 0 X z C) z Ci z 0 z C7 z 0 z 0 z 0 rn w z C) m XI -u Cnz u(A C7 T n _ z T ULi -n co Urn0(t) --joy m x U Lu (�> C)� 00x ux r 17z-r m F. Q K r s a rn 0 nt Q m 0 rn �j m 0 �Y� > G)? �trt aX 1 c, 'n Cyr m c)0())m ry l] 0 r... r-U) m D (R r� m X , � r� (n m z o)� cn (.7 srnto C7 r7 �� z r' m r m a m C) r m =� a T.1 m m N ` yi 0 m� z V] i `u m rl'I ik7 T '.E._ 0 r t N v ro ii �i m Tv� X y m 0z �z 0z x�r c�z 0z nIn C7z S `' � � z d I r-- C? rTIm j r •-1 r C7 m f r 0 m _.j r C7 < r I-C7 C mC q c�7 .T; (13 i C? [n;u v) OlU � <�, rn m rnt G hJ C)'1 to tJ 0 t n) (a r.7 (7) tti (.n Z v) � ill t rn r rn r fn a-- r71 l� m 1� rn (ri J -- - C, Q ro t W W C> W Ut W -+ GO 1r+ 4. iSi PJ 1") 07 Ol N n M 0.3 W C, t() C,) l:J 0) N (D �A 0) W !A W to +rr v) a✓. +n -tn +n v) m X -I n.) to ;(y [T7 CD !D 0T �O m (X) ITl n m ^i ry DO DO rlj N) U,3 PI) rj sCl Cs tij < Ma f1l) (D - r- Z�, z -u CD r- T .1 -1 c -, S: !Z C rrl < m CY 0 (.0 73 r- WS 0 0 A 0 < q,). 0 n to c UJ to G)m (P U' ) (D Q ib 0 — C.) CD to '5 =: ? J C7 a- 0 %) 73 C 0 z z m U) -1 c) W c (1) -1 IYI (10 C) W T , I = M J) r- -0 0 C Ct) X r - -u m III r- m "i 0 75 M C: m X F-n m zi M W L. th - L- cr) f (D m m CO tu to LI) m m til cl �< a ()I * s 0i Z M 0 M-1 T M TO rn > > M z z M z t- Q) 0 m to 7, C) iy w :3 'a m D 6-0 m r- m z w w Tj Q -n R! 7Y (D '0 M U) C 0 0 0 Eu CO r- T (n -u V) -0 U) --] < m z 0 z ;a 0 z 0 z x 0 z x > 0 z t- CJ r- �q r- C) rn -i r- 0 rn -1 r-Um 0 rn 0 m kO m c 0 c- C z z Q IIJ IT) M CY) W 0 m rn M 0 C: as to to cn kil m C A I'D W. m X Ul W ti W h Wh. m 0 0 m z rn fi coo NO 71- Cl co --I m U (A _7 0rr 0 E' M cp 13 m 3 in rr wi g w al P 0) - (q) m (9 ro fp w rr a) 5 U) > m, ti7 CZ CD a, ril 7 M 0 ul in az CA, f0 m '0 ct 7 tQ tyt (n z z ro :E 75 III .- . -; w (n F,rn III x z --i > T TJ r- 'q* r- < Z M z z co C -U (P rn -Q z TJ a m 0 C) 0 7y w - O)lQ- -.3 C) 0 M ol W (D > > 0 T rn -n -n 0 C7 2) M Qn 41 III 0 W oo M bN}z .-I z o uj ru ul M c m > cn > 0) ET m m Ol Q) > 0, vi 0 z 0 z 0 z C) m 0 rn 0 111 0 FTI 0 111 0 111 0171 0 J, CD C. 71 -u Z z 0 ;Tj Xj Or) X 0 rn > m > rn x rn ffY T IT, r C- 0 ro Cn fli 0) C) 0 m CA V, Ln t1l IT) X A Liz 13 x C71 CD CD Ln uj (D 0 m 0 0 m N c,w ht W ill ^ W N (,w N W N ((JJ N (..1 !v KIT N w (fVJ N N N I v N N N I.J -. N N m. 0) (P F+ w N ram. .-ov fp -.+ M Ul N N N fU N N N LO NJh) CX] hJ -�J N 07 N tJ - tS? - � n (0',,;•i Z K). 2 l 7 Sa tJ i (D Kp A r-} 0 C o h ' N 3' 1 nl oW F � k5 � Fri -0 Fri`s m na m a. U rTjKs� " , c c G) 10 '007 p ni J — C rn r °- M (iYl m C7 C ao . D x �_• z m^< mi j(13 (u'.JT�) y ro r u fU 1 r- 0 I]. fi co ,. o 0 C7 C3 l7 C? p T z z m >+ T 2 7� m X a -- 4 { > w -u + f5 CJi] ril m U) "I r; In Fr C7] e � C i C 7 rn G} XE� r J r�3 C W} n c � � > cj m 7 �> m -C !'+ T cn C Ct vs X C O cn C7 Gn a) Fri O 0 Kn Fri m t7 U) o) <.?' m v I 1Kri.. C s y frail ti T> C) "f7 0 O7 N o Z mx� U -v a rs' a + �—"'i m X>> y 777.» z -<, 7.1 v N m M U7 Sf3 N F•v i7J ��h±y In Fri m OF Fri In in W to Ul rn tsT to c an no i i M 4A LA a) +f s en to m x -+vn C17 S11 KX,] IX] lw) N h ebs rn u `t`-�'� c�tT m h 0 m z OJ m (D N) Iv m rV us P U) '0 CL a (n 3 2 0 m("Jn rn C: a Z T to lu > co (D 43 n 00 to (oil V, (n to ELI x rn QP M- 0 z 0 ri z m rn 7, > >z>>(1) m z z "I m 0 rn o 0 Tc C) o> U F m r- m C z m ril > M 0 &7) M rT] G) --I m C) ni M rn 6 M z M ;u X > 0 ::! r- 0 --1 > �u M v -0 x G) c x m t1l m -1 Z z > 0 T w m --i rn le -u z 0 OM m e z U) C 0 > > C- 71 z c 0 0 0 cy 0 MX > > m z 0 r� z z X < > U) M Fn — 0 > --i --j 0 m > > z 0 ITI 0 > z ril m 0 z 0 M 0 m 1— 0 W cl�l z M C3 0 ni > (n r-, U) x cu -4 ni > 0 Z m X 0 :* > U) 0 x z x m G) m G) m Co z 0 0 O Nj rl) 0 Ln as r w ul 4h V) 4,r) m X rj vi 1--) CD c o Cull 0 m z U) M (D ou T;--N to 111) 0) Iv W 0) ;Q in w 00 Cl) n C-1 M c) w -.7 z 'o z E: 0 'a z m -Z cal) a �T C-) (A z En m I M 6 m m z F 7J z x z a cf) 'U -u 0 N. U 5 > m ro z 6) z z m Z CD M z CL 03 Cl$ (1) ;u toz co do y. p 0 6rij a z 0 z 0 z C) m ;u LO > 'D to Fn�-- z -0 z V) 0 C: z m 0 E: z ill C) r= z a7 To m 0 m Z 0 - r- 0m 'U :z z m > m 0 x Fir C7 -u z -u w rn > z 0 z > wit > > > > m m T 0 -n m -a c') "n m -a -n m m 0 z C) o0 �u U) Z `fix' 0 ITI P c JD 0 --4 T X co 0 m -,I Q� m X Ch W m m z I EXHIBIT B Form Change Order CHANGE Contract Number: Change Number: The requirements of the above designated Agreement are changed as follows: City and Fisher Scientific Company agree that Fisher Scientific Company's compensation shall be adjusted as follows: City and Fisher Scientific Company agree that Fisher Scientific Company'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. Fisher Scientific Company City of Vernon By By Date Date OFFICE OF THE CITY ATTORNEY Jeff A. Harrison, City Attorney 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 Fax (323) 826-1438 May 20, 2008 Mr. Mike McBride Fisher Scientific Company/Fisher Safety 36000 Country Park Drive Wildomar, CA 92595-7645 COPY VIA FEDERAL EXPRESS Re: Equipment Purchase Agreement - Hazardous Materials Equipment Dear Mike: Enclosed please find two duplicate originals of the aforementioned Agreement which need to be signed by the appropriate parties and returned to the City, to the attention of Judy Lehr, Legal Department, as soon as possible. Once the originals are executed by the City, one fully executed original will be returned to you for your files. Please refer to the enclosed "City of Vernon Signature Requirements for a Corporation for All City Agreements and Contracts" and comply with the requirements set forth therein. Sincerely, Jeff A. Harrison City Attorney JH:jl Enclosures cc: Ms. Nelly Giron, City Clerk (w/o encls.) EXcfusivefy Industfial Fisher Safety June 16, 2008 City of Vernon Attn: City Administrator 4305 Santa Fe Avenue Vernon, CA 90058 RE: Review/Execution of Equipment Purchase Agreement To Whom It May Concern: I MR. 1pj17�� Attached is the revised and executed Equipment Purchase Agreement. If these revisions are acceptable to the City of Vernon, please sign and return one of the originals to my attention. If the revisions are not acceptable, the signature is null and void and we will look forward to receiving an updated Agreement from you. We are committed to serving our customers, and look forward to working with you. Should you have any questions regarding this Agreement; please feel free to contact me. Best Regards, \t 11&1-0 n M. Sabo S rvisor, Bids & Quotes Fisher Scientific Company, LLC Phone — 412) 490-8716 Email — Lynn.Sabo@thermofisher.com 2000 Park Lane Pittsburgh, PA 15275 Part of Thermo Fisher Scientific 2000 Park Lane Pittsburgh, PA 15275 412) 490-8300 www.fishersafety.com 412) 490-1116 fax