Resolution No. 96441
PA
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RESOLUTION NO. 9644
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN EQUIPMENT PURCHASE AGREEMENT BY AND BETWEEN THE
CITY OF VERNON AND EMERGENCY EQUIPMENT MANAGEMENT,
INC. FOR CAMERA EQUIPMENT FOR THE FIRE DEPARTMENT
WHEREAS, the Vernon Fire Department desires to purchase one
(1) Draeger high resolution camera UCF 3200 kit with thermal scan, one
(1) Draeger UCF 3200 camera without thermal scan and other related
equipment and accessories (collectively, the "Equipment") that enables
firefighters to see through smoke -filled areas when normal vision is
impaired, thereby allowing quick rescue and recovery of trapped victims
at fire incidents; and
WHEREAS, the purchase of the Equipment will improve the
effectiveness of the Fire Department's operation and enhance the
emergency services provided to citizens, residents and businesses
within the Vernon community; and
WHEREAS, Emergency Equipment Management, Inc. ("EEM") is the
only local distributor of the Equipment; and
WHEREAS, on May 27, 2008, the Finance Committee Section of
the City Council recommended that the City purchase the Equipment from
EEM at a cost of approximately Twenty -Nine Thousand Three Hundred
Eighty -Two Dollars and Ninety -Eight Cents ($29,382.98); and
WHEREAS, the City and EEM desire to enter into an Equipment
Purchase Agreement setting forth the terms and conditions under which
the City shall purchase the Equipment from EEM; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (a) of
1 Section 2.27 of the Vernon City Code, it is in the public interest and
2 necessity to enter into a contract with EEM for the Equipment to
3 enhance services provided to the Vernon Community.
4 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
5 CITY OF VERNON AS FOLLOWS:
6 SECTION 1: The City Council of the City of Vernon hereby
7 finds and determines that the recitals contained hereinabove are true
8 and correct.
9 SECTION 2: The City Council of the City of Vernon hereby
10 approves the Equipment Purchase Agreement with EEM, in substantially
11 the same form as the copy which is attached hereto as Exhibit A and
12 incorporated by reference.
13 SECTION 3: The City Council of the City of Vernon hereby
14 authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for,
15 and on behalf of, the City of Vernon and the City Clerk is hereby
16 authorized to attest thereto.
17 SECTION 4: The City Council of the City hereby authorizes
18 the City Administrator, or his designee, to make whatever non-
19 substantive, administrative and/or text changes, upon advice of
20 counsel, to the Agreement.
21 SECTION 5: The City Council of the City of Vernon hereby
22 directs the City Clerk, or her designee, to send one fully executed
23 Agreement to:
24 Emergency Equipment Management, Inc.
Attn. President/CEO
25 800 Lindberg Lane, Suite 150
Petaluma, CA 94952
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SECTION 6: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 16th day of June, 2008.
ATTEST:
✓y�W
MANUELA GIRON, Cit Clerk
Name: Leonis C. Malburg
Title: Mavor
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1 STATE OF CALIFORNIA )
2 ) ss
COUNTY OF LOS ANGELES )
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4 I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
5 certify that the foregoing Resolution, being Resolution No. 9644, was
6 duly adopted by the City Council of the City of Vernon at a regular
7 meeting of the City Council duly held on Monday, June 16, 2008, and
8 thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
9 Vernon.
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MANUELA GIRO City Clerk
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13 (SEAL)
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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 16t" day of June, 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 EMERGENCY EQUIPMENT
MANAGEMENT, INC. hereinafter
referred as "Contractor,"
800 Lindberg Lane, Suite 150
Petaluma, CA 94952
RECITALS
WHEREAS, the Fire Department desires to purchase one (1) Draeger high
resolution camera UCF 3200 kit with thermal scan, one (1) Draeger UCF 3200 camera
without thermal scan and other related equipment and accessories (hereinafter
collectively referred to as the "Equipment"); and
WHEREAS, Contractor, the only vendor who is the local distributor of the
Equipment, submitted a proposal dated January 23, 2008 for the purchase of the
Equipment (hereinafter 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.
Page 1 of 18
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
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 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 Emergency Equipment Management, Inc. and
where applicable, its affiliated companies, and its officers, directors,
employees, representatives and agents.
D. "Contract Documents" shall include any inquiry, invitation to bid, or
proposal which may have, but not necessarily, preceded execution of the
Agreement, and including the General Provisions and all exhibits and
schedules attached to the Agreement and all plans and specifications
identified in the Contract Documents.
E. "Contract Price" shall mean the compensation set forth or provided for in
Section 5.01 of this Agreement. Whether it expressly provides for the
reimbursement of costs incurred by Contractor or simply for the payment
of a lump sum of money, it is intended to be the full and complete payment
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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.
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:
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
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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.
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 thirty (30) days 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
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of performing the above -described Services.
Status of Contractor
4.07. Contractor enters into this Agreement, and will remain throughout the term of this
Agreement, as an independent contractor. Contractor agrees that it is not and
will not become an employee, partner, agent, or principal of City while this
Agreement is in effect. Contractor agrees it is not entitled to the rights or benefits
afforded to City's employees, including disability or unemployment insurance,
workers' compensation, medical insurance, sick leave, or any other employment
benefit. Contractor is responsible for providing, at its own expense, disability,
unemployment, and other insurance, worker's compensation, training, permits,
and licenses for itself and for its employees and subcontractors. Contractor shall
have complete and sole control over its employees, the details of the Services
and methods by which the Services are accomplished, it being understood that
City is interested only in the results to be obtained by Contractor.
4.08. Contractor has no authority to enter contracts or agreements on behalf of City.
This Agreement does not create a partnership or joint venture between the
parties.
Payment of Taxes
4.09. Contractor is responsible for paying when due all income taxes, including
estimated taxes, incurred as a result of the compensation paid by City to the
Contractor for Services under this Agreement. Contractor agrees to indemnify
City for any claims, costs, losses, fees, penalties, interest, or damages suffered
by City resulting from Contractor's failure to comply with this provision.
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 Twenty -Nine
Thousand Three Hundred Eighty -Two Dollars and Ninety -Eight Cents
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($29,382.98)) which includes the applicable sales tax and shipping (the "Contract
Price"). The actual amount will be 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 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.
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.
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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
Page 7 of 18
Contractor or its employees or agents under this Agreement, except to the extent
arising from or caused by the sole negligence or willful misconduct of the City, its
officers, agents or employees. The terms of this indemnity shall survive the
termination of this Agreement. The obligations in this Paragraph are in addition
to Contractor's duty to provide insurance and shall not be limited by any limitation
on the amount or type of insurance coverage carried by Contractor.
6.06 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.
6.11. Contractor shall assign to the City at the time the Equipment is delivered all
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manufacturers' warranties and Contractor shall assemble and deliver to the City
complete copies of all warranties, guaranties, and operating and maintenance
data and all other documentation from all manufacturers pursuant to this
Agreement.
6.12. 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, specifically, Contractor
warrants the remedy period for the Equipment shall end two (2) years after date
of shipment. 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
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Agreement if reported to Contractor within the Warranty Period. The Warranty
Period shall commence from the date Equipment is delivered hereunder or from
the date of the City's acceptance of the Equipment being purchased hereunder,
whichever occurs first; or (b) such longer period of time as may be prescribed by
law or by the terms of the applicable manufacturers' warranty. The City shall
give such notice promptly after discovery of a defective condition. A new
Warranty Period shall commence for replaced Equipment on the date the
replacement was made. Contractor's obligations hereunder shall include the
obligation to repair any damage to other property caused by the defective
Equipment or the repair thereof. Contractor shall indemnify the City from and
hold the City harmless against any and all claims, liabilities, liens, damages,
losses, costs, and expenses, including reasonable attorneys' fees and all costs of
defense, arising out of or relating (a) to any such Equipment found to be
defective or not in accordance with this Agreement, or (b) the correction of any
such Equipment.
The foregoing representations, warranties, covenants, and agreements shall
survive any termination of this Agreement and final completion of the delivery of
the Equipment and are in addition to, and not in lieu of, any and all other liability
imposed upon Contractor by law with respect to Contractor's duties, obligations
and performance hereunder.
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.
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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
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
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subcontractors shall return any written Confidential Information and all copies
made of such items to the City upon the City's written request, but in any event
not later than the date that Contractor has performed all Work to be performed
pursuant to this Agreement. Contractor hereby agrees that such Confidential
Information and any documents provided may be used by Contractor and/or its
subcontractors only as authorized by the City. Contractor shall include a
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
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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.
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
Page 13 of 18
C. Assignment of this Agreement by Contractor without City's written
consent.
Termination for Default
7.05. If Contractor defaults in the performance of this Agreement or materially
breaches any of its provisions, City may immediately terminate this Agreement
by giving written notification to Contractor indicating the effective date of such
termination. Termination will take effect immediately upon the date specified in
the notification. For the purposes of this paragraph, material breach of this
Agreement includes, but is not limited to, the following:
A. Contractor's failure to perform, in a manner satisfactory to the City
in its sole discretion, the Services specified in Section 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.
Page 14 of 18
Contractor — Emergency Equipment City - City of Vernon
Management, Inc. Attn: City Administrator
Attn: Joseph F. Becker 4305 Santa Fe Avenue
President/CEO Vernon, CA 90058
800 Lindberg Ln. Ste. 150
Petaluma, CA 94952
Fax: 707-766-8159 Fax: 323-826-1438
Telephone: 877-640-9025 x 1501 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.
Page 15 of 18
Law and Arbitration
8.05. All disputes arising out of or related to this Agreement, the conduct of either party
in connection with this Agreement, and the relationship and rights of the parties
in connection with this Agreement, whether characterized as breach of contract,
tort, or otherwise (except for those requesting injunctive relief) shall be
determined by binding arbitration in accordance with the terms of this Section.
The submittal of all matters to arbitration in accordance with the terms of this
Section is the sole and exclusive method, means and procedure to resolve any
and all claims, disputes or disagreements arising under this Agreement, except
for claims by either party which seek injunctive relief, which claims shall be
resolved by suit filed in the Superior Court of Los Angeles County, California, the
decision of which court shall be subject to appeal pursuant to applicable law.
The parties hereby irrevocably waive any and all rights to the contrary and shall
at all times conduct themselves in accordance with the terms of this Section,
relying on arbitration as the sole means of resolution of disputes. Arbitration of
all matters required to be arbitrated hereunder shall take place before a panel of
three retired judges of the Superior Court of the State of California (the
"Arbitrators") under the auspices of Judicial Arbitration & Mediation Services, Inc.
("JAMS"). Such arbitration shall be initiated by the parties, or either of them,
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
Page 16 of 18
California, subject only to challenge on the grounds set forth in the
California Code of Civil Procedure Section 1286.2. The validity and
enforceability of the decision of the Arbitrators is to be determined exclusively by
the California courts.
Attorney's Fees
8.06. In the event a dispute, claim or litigation arises regarding this Agreement, the
prevailing party shall be entitled to reimbursement for reasonable attorneys' fees
and actual costs, which may be set by the arbitrators or the court in the same
action or in a separate action brought for that purpose, in addition to any other
relief which is obtained.
8.07. Neither party shall be considered in default in any of its obligations under this
Agreement when a failure of performance shall be due to an uncontrollable force.
The term "uncontrollable force" shall mean any cause beyond the control of the
party affected, including, but not restricted to, flood, earthquake, storm, fire,
lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or
municipal action, statute, ordinance, or regulation, embargoes of the United
States Government or any other government, which by exercise of due diligence
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:
Manuela Giron, City Clerk
APPROVED AS TO FORM:
Jeff A. Harrison, City Attorney
Contractor:
Emergency Equipment Management, Inc.
Name:
Title:
Date:
Name:
Title:
Date:
Page 18 of 18
EXHIBIT A
Emergency Equipinent Mani-agement, Inc.
800 Lindberg Ln., Ste 150 Petaluma, CA 94952
Certified CA Small Business #0040999 QUOTATION
Sold To: Vernon Fire Department
Dan A. Kimes
4305 Santa Fe Ave
Vernon, CA 90058
Phone: (323) 583-8811
Iq
Fax: (323) 826-1407
.._._. Date ... Quote #
01123/08 Er-Mo1394R_Vrq
f Ship To: Vernon Fire Department
Dan A. Kimes
4305 Santa Fe Ave
Vernon, CA 90058
j Phone: (323) 583-8811
Fax; (323) 826-1407
Expires
Terms
Rep
FOB
Ship Via
(
Delivery
�l 3/2312.008
Net 30 Days
JTB
Ship -Point
Standard
1-2 Weeks ARO
Ln # City
i' Part Number I Description
Unit Price
Ext. Price
.I I
4057990 HIGH RES CAMERA,UCF 3200 (NTSC) Kit wlThermal
$11,471.80
$11,471.80
Scan
Kit includes camera with battery, desk top charger,
pelican case with foam insert
2 1
4058308 UCF 3200 without thermal scan, no battery
$10,850.00
a $10.850.00
3 3
4058066 INSTALLED OPTION,BATT PACK,LI-
$250.00
$750.00
4 1
4057989 Transmit inq Handle 2458/2474
$1,307.20
$1,307 20
5 1
4058036 Handheld Receiver 2458/24/4
$2,590.00
$2.590 00
6 2
4057961 RETRACTABLE LANYARD,TIC
$55.00
$110.00
SubTotal
$27,079,00
Sales Tax
$2,234.02
Shipping
$69.96
Total
$29,382.98
03/19/08 � Page 1
wlvrv. ernergrenc i, Q. com
DETECTION PERSONAL PROTECTION DIVING TECHNOLOGY SYSTEM TECHNOLOGY SERVICES
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— Thermal Scan function (TS) complete with
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Drager UCF 1600/3200 — another quality
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EIBIT B
EXHIBIT B
Form Change Order
CHANGE
Contract Number:
Change Number:
The requirements of the above designated Agreement are changed as follows:
City and Contractor agree that Contractor's compensation shall be adjusted as follows:
City and Contractor agree that Contractor's schedule shall be adjusted as follows:
This adjustment covers the entire compensation for the Change set forth above and includes, but
is not limited to compensation for all engineering, material, equipment, subcontracts, labor,
overhead, profit, changes in scheduling and delays resulting, directly or indirectly, from the
Change, as further detailed in the Agreement.
Contractor City of Vernon
By By
Date Date
INSTRUCTIONS TO CONTRACTOR
Contract Number:
Instruction to Contractor Number:
Date:
Specific Instructions to Contractor:
In accordance with the Terms and Conditions of the Agreement, the City classifies these
instructions as:
Supplementary instructions, not involving a Change
(Should these instructions be, in the opinion of Contractor, a "Change", written notice thereof
must be given to City within 10 days of the receipt of these instructions. If such written notice is
given, Contractor shall not commence with the work so ordered until written agreement is
reached on the classification of these instructions and on the resulting adjustment in contract
compensation, if any.) In the event that City and Contractor fail to agree on the classification of
these instructions or resulting adjustment in contract compensation, if any, refer to the Changes
Section of the Agreement.
A Change
(Contractor shall, within 10 days of the receipt of these instructions, furnish City a statement of
its proposal for adjustment in contract compensation occasioned hereby. Contractor shall not
commence with the work so ordered until written agreement is reached on the resulting
adjustment in contract compensation, if any.) In the event that City and Contractor fail to agree
on the classification of these instructions or resulting adjustments in contract compensation, if
any, refer to the Changes Sections of the Agreement.
City Representative
Please acknowledge receipt of this instruction by returning one copy signed in the space
provided below. Contractor's signature hereon does not indicate his acceptance of the
classification assigned hereto by City.
Contractor's Representative
Date
Date
4305 Santa Fe Avenue, ,Vernon, California 90058
Telephone (323) 583-8811
July 29, 2008
Emergency Equipment Management, Inc.
Attn: President/CEO
800 Lindberg Lane, Suite 150
Petaluma, CA 94952
Re: Equipment Purchase Agreement
Dear Ms. Sabo:
Transmitted herewith is a fully executed agreement as referenced
above, approved by City Council on June 16, 2008, through Resolution
No. 9644.
If you have any questions regarding this matter, please call Mr. Mark
Whitworth, at (323) 583-8811 ext. 280.
ry truly yours,
elly Gi n
City Clerk
NG:dr
c: Mark Whitworth
Purchasing Department
Resolution No. 9644
Agreement File No. 08-056
E-�cfusivefy Industriaf
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 16t" day of June, 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 EMERGENCY EQUIPMENT
MANAGEMENT, INC. hereinafter
referred as "Contractor,"
800 Lindberg Lane, Suite 150
Petaluma, CA 94952
RECITALS
WHEREAS, the Fire Department desires to purchase one (1) Draeger high
resolution camera UCF 3200 kit with thermal scan, one (1) Draeger UCF 3200 camera
without thermal scan and other related equipment and accessories (hereinafter
collectively referred to as the "Equipment"); and
WHEREAS, Contractor, the only vendor who is the local distributor of the
Equipment, submitted a proposal dated January 23, 2008 for the purchase of the
Equipment (hereinafter 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.
Page 1 of 18
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
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 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 Emergency Equipment Management, Inc. and
where applicable, its affiliated companies, and its officers, directors,
employees, representatives and agents.
D. "Contract Documents" shall include any inquiry, invitation to bid, or
proposal which may have, but not necessarily, preceded execution of the
Agreement, and including the General Provisions and all exhibits and
schedules attached to the Agreement and all plans and specifications
identified in the Contract Documents.
E. "Contract Price" shall mean the compensation set forth or provided for in
Section 5.01 of this Agreement. Whether it expressly provides for the
reimbursement of costs incurred by Contractor or simply for the payment
of a lump sum of money, it is intended to be the full and complete payment
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.
J. "Proprietary Information" and "Confidential Information" shall mean all
information, whether written or oral, which Contractor acquires from,
through or on behalf of City, directly or indirectly, or which arises out of the
Work, concerning the Work or proprietary processes involved in the Work
including, without limitation, information concerning past, present or future
business plans of City, information about the operations of City's
Premises, and other City information or know-how obtained during the
Work, except information falling into any of the following categories:
Information which, at the time of disclosure hereunder, is in the
public domain;
2. Information which, after disclosure hereunder, enters the public
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
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.
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 thirty (30) days 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
Page 4 of 18
of performing the above -described Services.
Status of Contractor
4.07. Contractor enters into this Agreement, and will remain throughout the term of this
Agreement, as an independent contractor. Contractor agrees that it is not and
will not become an employee, partner, agent, or principal of City while this
Agreement is in effect. Contractor agrees it is not entitled to the rights or benefits
afforded to City's employees, including disability or unemployment insurance,
workers' compensation, medical insurance, sick leave, or any other employment
benefit. Contractor is responsible for providing, at its own expense, disability,
unemployment, and other insurance, worker's compensation, training, permits,
and licenses for itself and for its employees and subcontractors. Contractor shall
have complete and sole control over its employees, the details of the Services
and methods by which the Services are accomplished, it being understood that
City is interested only in the results to be obtained by Contractor.
4.08. Contractor has no authority to enter contracts or agreements on behalf of City.
This Agreement does not create a partnership or joint venture between the
parties.
Payment of Taxes
4.09. Contractor is responsible for paying when due all income taxes, including
estimated taxes, incurred as a result of the compensation paid by City to the
Contractor for Services under this Agreement. Contractor agrees to indemnify
City for any claims, costs, losses, fees, penalties, interest, or damages suffered
by City resulting from Contractor's failure to comply with this provision.
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 Twenty -Nine
Thousand Three Hundred Eighty -Two Dollars and Ninety -Eight Cents
Page 5 of 18
($29,382.98)) which includes the applicable sales tax and shipping (the "Contract
Price"). The actual amount will be 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 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.
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
Page 7 of 18
Contractor or its employees or agents under this Agreement, except to the extent
arising from or caused by the sole negligence or willful misconduct of the City, its
officers, agents or employees. The terms of this indemnity shall survive the
termination of this Agreement. The obligations in this Paragraph are in addition
to Contractor's duty to provide insurance and shall not be limited by any limitation
on the amount or type of insurance coverage carried by Contractor.
6.06 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
Page 8 of 18
manufacturers' warranties and Contractor shall assemble and deliver to the City
complete copies of all warranties, guaranties, and operating and maintenance
data and all other documentation from all manufacturers pursuant to this
Agreement.
6.12. 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, specifically, Contractor
warrants the remedy period for the Equipment shall end two (2) years after date
of shipment. 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
Page 9 of 18
Agreement if reported to Contractor within the Warranty Period. The Warranty
Period shall commence from the date Equipment is delivered hereunder or from
the date of the City's acceptance of the Equipment being purchased hereunder,
whichever occurs first; or (b) such longer period of time as may be prescribed by
law or by the terms of the applicable manufacturers' warranty. The City shall
give such notice promptly after discovery of a defective condition. A new
Warranty Period shall commence for replaced Equipment on the date the
replacement was made. Contractor's obligations hereunder shall include the
obligation to repair any damage to other property caused by the defective
Equipment or the repair thereof. Contractor shall indemnify the City from and
hold the City harmless against any and all claims, liabilities, liens, damages,
losses, costs, and expenses, including reasonable attorneys' fees and all costs of
defense, arising out of or relating (a) to any such Equipment found to be
defective or not in accordance with this Agreement, or (b) the correction of any
such Equipment.
The foregoing representations, warranties, covenants, and agreements shall
survive any termination of this Agreement and final completion of the delivery of
the Equipment and are in addition to, and not in lieu of, any and all other liability
imposed upon Contractor by law with respect to Contractor's duties, obligations
and performance hereunder.
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.
Page 10 of 18
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
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
Page 11 of 18
subcontractors shall return any written Confidential Information and all copies
made of such items to the City upon the City's written request, but in any event
not later than the date that Contractor has performed all Work to be performed
pursuant to this Agreement. Contractor hereby agrees that such Confidential
Information and any documents provided may be used by Contractor and/or its
subcontractors only as authorized by the City. Contractor shall include a
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
Page 12 of 18
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.
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
Page 13 of 18
C. Assignment of this Agreement by -Contractor without City's written
consent.
Termination for Default
7.05. If Contractor defaults in the performance of this Agreement or materially
breaches any of its provisions, City may immediately terminate this Agreement
by giving written notification to Contractor indicating the effective date of such
termination. Termination will take effect immediately upon the date specified in
the notification. For the purposes of this paragraph, material breach of this
Agreement includes, but is not limited to, the following:
A. Contractor's failure to perform, in a manner satisfactory to the City
in its sole discretion, the Services specified in Section 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.
Page 14 of 18
Contractor — Emergency Equipment City - City of Vernon
Management, Inc. Attn: City Administrator
Attn: Joseph T. Becker 4305 Santa Fe Avenue
President/CEO Vernon, CA 90058
800 Lindberg Ln. Ste. 150
Petaluma, CA 94952
Fax: 707-766-8159 Fax: 323-826-1438
Telephone: 877-640-9025 x 1501 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.
Page 15 of 18
Law and Arbitration
8.05. All disputes arising out of or related to this Agreement, the conduct of either party
in connection with this Agreement, and the relationship and rights of the parties
in connection with this Agreement, whether characterized as breach of contract,
tort, or otherwise (except for those requesting injunctive relief) shall be
determined by binding arbitration in accordance with the terms of this Section.
The submittal of all matters to arbitration in accordance with the terms of this
Section is the sole and exclusive method, means and procedure to resolve any
and all claims, disputes or disagreements arising under this Agreement, except
for claims by either party which seek injunctive relief, which claims shall be
resolved by suit filed in the Superior Court of Los Angeles County, California, the
decision of which court shall be subject to appeal pursuant to applicable law.
The parties hereby irrevocably waive any and all rights to the contrary and shall
at all times conduct themselves in accordance with the terms of this Section,
relying on arbitration as the sole means of resolution of disputes. Arbitration of
all matters required to be arbitrated hereunder shall take place before a panel of
three retired judges of the Superior Court of the State of California (the
"Arbitrators") under the auspices of Judicial Arbitration & Mediation Services, Inc.
("JAMS"). Such arbitration shall be initiated by the parties, or either of them,
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
Page 16 of 18
California, subject only to challenge on the grounds set forth in the
California Code of Civil Procedure Section 1286.2. The validity and
enforceability of the decision of the Arbitrators is to be determined exclusively by
the California courts.
Attorney's Fees
8.06. In the event a dispute, claim or litigation arises regarding this Agreement, the
prevailing party shall be entitled to reimbursement for reasonable attorneys' fees
and actual costs, which may be set by the arbitrators or the court in the same
action or in a separate action brought for that purpose, in addition to any other
relief which is obtained.
8.07. Neither party shall be considered in default in any of its obligations under this
Agreement when a failure of performance shall be due to an uncontrollable force.
The term "uncontrollable force" shall mean any cause beyond the control of the
party affected, including, but not restricted to, flood, earthquake, storm, fire,
lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or
municipal action, statute, ordinance, or regulation, embargoes of the United
States Government or any other government, which by exercise of due diligence
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 rig ht.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:
Contractor:
City of Vernon Emergency Equipment Management, Inc.
Wrne: Leoni s C.'-Ma1 bu g Nam .
Title: Mayor Title:
Date: Date: I o$'
ATTEST:
hlt4w'�"�
Name:
anuela Giron, ity derk Title: L:y
APPROVED AS TO FORM:
rrison, City Attorney
Date: ?' - f I • d
Page 18 of 18
EXHIBIT A
Emergency Equipment Management, Inc.
800 Lindberg Ln., Ste 150 Petaluma, CA 94952
Certifed CA Small Business #0040999 QUOTA►TIO.N
Sold To: Vernon Fire Department
Dan A. Kimes
4305 Santa Fe Ave
Vernon, CA 90058
} Phone: (323) 583-8811
Fax: (323) 826-1407
Date Quote #
l 01123108 l EFzMOi3earq_vrn
Ship To: Vernon Fire Department
Dan A. Kimes
4305 Santa Fe Ave
Vernon, CA 90058
jPhone: (323) 583-8811
Fax: (323) 826-1407
L.n # :
Qty I' Part Number: I Description
Unit Price
Ext. Price
1
I 4057990
HIGH RES CAMERA,UCF 32.00 (NTSC) Kit wlThermal
$11,471.80
$11,471.80
Scan
Kit includes camera with battery, desk lop charger,
pelican case with foam insert
2
1 4058308
UCF 3200 without thermal scan, no battery
$10,850.00 `
$10.850-00
3
3 4058068
INSTALLED OPTION,BATT PACK11-
$250 00
$750.00
4
1 1057989
Transmitting Handle 2458/2474
$1,307.20
$1,307-20
1 4058036
Handheld Receiver 2458/2474
$2,590.00
$2.590 00
6
2 40579G1
RETRACTABLE IANYARD,TIC
$55.00
$110.00
SubTotal
$27,079.00
Sales Tax
$2,234.02
Shipping
$69.96
_... Total
$29,382.98
03119/08 I",. ,�' Page 1
Lifetime Limited Warranty
Thermal Imaging Camera
UCF 1600 and UCF 3200
Draeger Safety, Inc. warrants to the original purchaser or end -user that the components of the TIC
listed below shall be free from defects in workmanship and materials, allowing for normal wear and tear, for
as long as the original purchaser or end -user owns the TIC under normal recommended use, service, as
outlined in Draeger's instruction and maintenance manuals.
This Warranty only applies to those products manufactured by Draeger. Draeger makes no Warranty
concerning products or accessories not manufactured by Draeger, but to the extent permitted to do so, Draeger will
pass on the original manufacturer warranty to the original purchaser or end -user of the Thermal Imaging Camera. All
thermal imaging cameras carry a 2 year limited liability warranty from the original date of purchase. Additional year
warranty can be purchased at the time of sale for an additional 2 years for a maximum of 4 years of thermal camera
warranty.
In the event of a warranty claim made hereunder in which the TIC or its warranted components are
determined by Draeger to be defective, Draeger shall repair or replace (at its option and in its sole discretion) the TIC
or components thereof. Draeger shall not be liable for any warranty claim which is the result of failure to comply with
the all applicable Use, Maintenance and Training Requirements, including but not limited to exposure to certain
chemicals, improper decontamination, excessive heat, misuse, abuse, misapplication, improper operation,
negligence, accidental damage or normal wear and tear. Any unauthorized repairs, alterations, modifications or
adjustments to the TIC or its components (unless expressly permitted in writing by Draeger) completely voids this
warranty. No Draeger employee, distributor or agent may bind Draeger to any affirmation, representation, or
modification to this warranty.
The TIC must be used, maintained and inspected as outlined in the owner's instruction manual or other
information sheets supplied by Draeger. It is the original purchaser or end -user's obligation to have all repairs to the
TIC and/or replacement or parts carried out promptly.
This Warranty is strictly limited to its terms and is in lieu of all other warranties, express or implied arising by
operation of law, course of dealing, usage of trade or otherwise, including specifically ANY IMPLIED WARRANTIES
OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE. REPAIR OR REPLACEMENT UNDER
THIS LIMITED WARRANTY IS THE EXCLUSIVE REMEDY. DRAEGER SHALL NOT BE LIABLE FOR ANY
INCIDENTAL INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM ANY BREACH OF ANY
EXPRESS OR IMPLIED WARRANTY.
This is a factory warranty. No product removal or installation charges are covered under this Warranty. For
the first (12) months for the date of the original purchase, Draeger will cover all the out bound freight charges covered
under this warranty. To obtain service under this warranty, you must first contact in the United States: Draeger
Safety, Inc. Service Department on (412) 787-8383 or in Canada: Draeger Canada Ltd. Service Department on
(905) 821-8988 to obtain a Service Return Authorization (SRA) number. Subsequently, the TIC or the affected
components must be forwarded, with the transportation charges prepaid, to: Draeger Safety, Inc. 101 Technology
Drive, Pittsburgh, PA 15275 or Draeger Canada Ltd., 7555 Danbro Crescent, Mississauga, Ontario L5N 6P9,
Referencing the SRA Number.
DETECTION PERS'JtiAL ?-ROTE:-1ION DIVING TECHNOLOGY SYSTEM TECHNOLOGY SERVICES
Drager UCF 1600 —
the lightest, compact
most innovative micro-
bolometer camera!
The Drager UCF 1600/3200 thermal imaging camera is suitable for use in the harshest of
operating environments. Designed and built by Draeger Safety to Draeger and fire industry
specifications. This new thermal imaging camera combines the very latest technology with
the tradition of Draeger Safety quality and performance.
The Drager UCF 1600/3200 camera core
is fully protected against heat, water and
dust as well as major shocks and inhos-
pitable temperatures, The camera provides
clear detailed images in smoke filled fire-
fighting environments, The VOx
microbolometer camera engine covers a
very wide dynamic range for optimal per-
formance.
Distant. subjects are brought into closer
view, and in greater detail, using a standard
digital 2x zoom. The optional Thermal Scan
(TS) technology allows hidden sources of
heat to be detected quickly and clearly. A
selection of six different color palettes are
available to indicate temperatures and opti-
mize the image for various applications.
The Drager UCF 1600/3200 has three dif-
ferent, optional handles available:
Basic handle
Image and video capture handle
Transmitter handle
These robust ergonomic handles are
especially suitable for use when crawling,
The power supply of the Drager UCF
1600/3200 is a SmartCell lithium ion bat-
tery, which provides operational use of up
to four hours,
The Drager UCF 3200 is the more
advanced camera with a higher resolution
(320 x 240 pixels) resulting in a more
detailed image and providing a larger field
of view. All other features are to the same
standard as for the Drager UCF 1600.
Advantages of the Drager
UCF 1600/3200:
— Small, light & extremely robust.
— Ergonomic design for comfortable han-
dling and optimum operability.
— Micro IR VOx microbolometer technology
for unique image coloration and quality,
— Two transparent color (TC) operating mo-
des for high and low temperature ranges.
— Flexible UCF-color ranges for an optimum
display of the thermal images.
— Direct temperature detection in Fahren-
heit and Celsius by aiming at an object
— Thermal Scan function ITS) complete with
adjustable coloration of the thermal image.
— Unique smart battery management sys-
tem with a battery service life of up to 4
hours.
— Charging unit for the direct and simulta-
neous charging of the camera and a
replacement battery,
— Tripod connection point integrated into
the housing.
— Lightest weight and ergonomically bal-
anced camera
Drager UCF 1600/3200 — another quality
product of Draeger Safety.
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45
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IMAN
EXHIBIT B
Form Change Order
CHANGE
Contract Number:
Change Number:
The requirements of the above designated Agreement are changed as follows:
City and Contractor agree that Contractor's compensation shall befadjusted as follows:
City and Contractor agree that Contractor's schedule shall be adjusted as follows:
This adjustment covers the entire compensation for the Change set forth above and includes, but
is not limited to compensation for all engineering, material, equipment, subcontracts, labor,
overhead, profit, changes in scheduling and delays resulting, directly or indirectly, from the
Change, as further detailed in the Agreement.
Contractor City of Vernon
By By
Date Date
C
INSTRUCTIONS TO CONTRACTOR
Contract Number:
Instruction to Contractor Number:
Date:
Specific Instructions to Contractor:
In accordance with the Terms and Conditions of the Agreement, the City classifies these
instructions as:
Supplementary instructions, not involving a Change
(Should these instructions be, in the opinion of Contractor, a "Change", written notice thereof
must be given to City within 10 days of the receipt of these instructions. If such written notice is
given, Contractor shall not commence with the work so ordered until written agreement is
reached on the classification of these instructions and on the resulting adjustment in contract
compensation, if any.) In the event that City and Contractor fail to agree on the classification of
these instructions or resulting adjustment in contract compensation, if any, refer to the Changes
Section of the Agreement.
A Change
(Contractor shall, within 10 days of the receipt of these instructions, furnish City a statement of
its proposal for adjustment in contract compensation occasioned hereby. Contractor shall not
commence with the work so ordered until written agreement is reached on the resulting
adjustment in contract compensation, if any.) In the event that City and Contractor fail to agree
on the classification of these instructions or resulting adjustments in contract compensation, if
any, refer to the Changes Sections of the Agreement.
City Representative
Please acknowledge receipt of this instruction by returning one copy signed in the space
provided below. Contractor's signature hereon does not indicate his acceptance of the
classification assigned hereto by City.
Contractor's Representative
MIM
Date
Date
Jt Aftb�&L,
COPY
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
July 10, 2008
VIA FEDERAL EXPRESS
Mr. Joseph T. Becker
President/CEO
Emergency Equipment Management, Inc.
800 Lindberg Ln., Ste. 150
Petaluma, CA 94952
Re: Equipment Purchase Agreement - Draeger Camera
Dear Joseph:
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.
Sincer y,
if Harrison
ity Attorney
JH:jI
Enclosures
cc: Ms. Nelly Giron, City Clerk (w/o encls.)
Exc(usive(y Industfiaf