HomeMy WebLinkAbout2009-363
RESOLUTION NO. 2009-363
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF AGREEMENTS AND
ISSUANCE OF PURCHASE ORDERS WITH MASTERS AND
ASSOCIATES/WESTNET, INC. AND TIBURON FOR THE PURCHASE AND
INTERFACE OF A FIRE STATION ALERTING SYSTEM; AND AWARD A BID
FOR LEASE PURCHASE FINANCING TO BANK OF AMERICA FOR THE
PURCHASE OF A FIRE STATION ALERTING SYSTEM
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. That Masters and Associates/Westnet, Inc. is the selected vendor for
furnishing a new fire station alerting system for the Fire Department, in accordance with Bid
Specification #F -09-11, and, as such the Director of Finance or designee is authorized to issue
a Purchase Order to Masters and Associates/Westnet, Inc. in the amount of$469,657.53, with a
contingency amount of $21,766.88, for a total not to exceed of $491,424.41 which will
facilitate the procurement of the new fire station alerting system that includes the cost of the
materials, labor, on-site warranty, and sales tax. A copy of Bid Specification #F-09-11 and
Masters and Associates/Westnet, Inc.' s response is attached hereto and incorporated herein as
Attachment "A." All other bids are hereby rejected.
SECTION 2. That the Masters and Associates/Westnet, Inc. Purchase Order shall
incorporate by reference this Resolution and Bid Specification #F -09-11.
SECTION 3. That Tiburon has offered a total negotiated purchase price of $31,512
(without the city's 9% sales tax), for the required interface from CAD/Ti to the Westnet Fire
Alerting system, attached hereto and incorporated herein marked Attachment "B". Pursuant
to this determination and Section 3.04.010B(3) of the Municipal Code, the Director of Finance
or her designee is hereby authorized and directed to issue a Purchase Order to Tiburon in the
amount of $34,348.08 (includes the city's required 9% sales tax) with a contingency amount
of $1,717.40, for a total not to exceed of $36,065.48 which will facilitate the procurement of
the interface of the fire station alerting system;
1
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
2009-363
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF AGREEMENTS AND
ISSUANCE OF PURCHASE ORDERS WITH MASTERS AND
ASSOCIATES/WESTNET, INC. AND TIBURON FOR THE PURCHASE AND
INTERF ACE OF A FIRE STATION ALERTING SYSTEM; AND AWARD A BID
FOR LEASE PURCHASE FINANCING TO BANK OF AMERICA FOR THE
PURCHASE OF A FIRE STATION ALERTING SYSTEM
SECTION 4. The City Manager is hereby authorized and directed to execute on behalf
of the City, Services Agreements with Masters and Associates/Westnet, Inc. and Tiburon,
copies of which are attached hereto, marked Attachment "C" and "D", respectively, and
incorporated herein by reference as fully as though set forth at length.
SECTION S. That Bank of America provided the lowest rate quote for the lease-
purchase of a fire station alerting system. Pursuant to this determination the Director of
Finance is hereby authorized to execute lease-purchase documents with Bank of America,
copies of which are attached hereto and incorporated herein as Attachment "E."
SECTION 6. The authorization to execute the above referenced Agreements and
Purchase Orders are rescinded if the parties to the Agreements fail to execute it within sixty
(60) days of the passage of this Resolution.
IIII
IIII
IIII
IIII
IIII
IIII
IIII
IIII
IIII
IIII
IIII
IIII
2
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
2009-363
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF AGREEMENTS AND
ISSUANCE OF PURCHASE ORDERS WITH MASTERS AND
ASSOCIATES/WESTNET, INC. AND TIBURON FOR THE PURCHASE AND
INTERFACE OF A FIRE STATION ALERTING SYSTEM; AND AWARD A BID
FOR LEASE PURCHASE FINANCING TO BANK OF AMERICA FOR THE
PURCHASE OF A FIRE STATION ALERTING SYSTEM
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
Common Council of the City of San Bernardino at a joint regular meeting thereof, held on
the 7th
day of December
,2009, by the following vote, to wit:
COUNCIL MEMBERS:
AYES
NAYS
ABSTAIN ABSENT
-rtt.
The foregoing Resolution is hereby approved this a
day of December, 2009.
Approved as to form:
JAMES F. PENMAN,
City Attorney
/~.
By: .~. l;---
0/ I
,,/
3
Attachment "A"
DISTRIBUTION. INST ALLA TION
FIRST IN ALERTING SYSTEMS
1601 Wallace Drive, #120
Carrollton Texas 75006
September 28, 2009
Deborah R. Morrow, CP.M., MPA
Purchasing Manager
City of San Bernardino
300 N. "0" Street
4th floor, Purchasing
San Bernardino, CA 92418
RE: Extension of Pricina Reaardina RFQ F-09-11 Fire Station Control Svstern
Dear Deborah:
WM Masters and Associates, Inc. and Westnet, Inc. provided the City of San Bernardino with
their joint response to the Fire Station Control System Request for Quotation on June 11,
2009.
Please let this letter serve as our extension of the pricing in the RFQ response through
December 31, 2009.
Masters & Westnet would like to thank you for the opportunity to offer the Westnet First-In
Fire Station Alerting System to the City of San Bernardino.
If you have any questions, please feel free to contact Dawn Matheny of Westnet at 714-841-
3000, as she is authorized to discuss this proposal on our behalf.
Sincerely,
~
~
Michael Kimrey
CFO
WM Masters and Associates, Inc.
WESTNET,INC.
16581 Burke Lane - Huntington Beach, CA 62647
(800) 807-1700 (714) 841-3000 (714) 841-3008 Fax
www.westnetsystems.com
WESTNET. 'I
_. -____<t:______ _
Flrst...ln Fire Sta!lon AJoJrJjng SYS10m,l; t>
2:....
~
DISTRIBUTION -INSTALLATION
FIRST IN ALERTING SYSTEMS
1601 Wallace Drive, #120
Carrollton Texas 75006
Fire Station Alerting Materials and Labor Breakdown
On-Site
Station Number Materials Sales Tax Labor Warranty Total
221 $ 57,041.98 $ 5,133.78 $ 21,289.77 $ 2,640.00 $ 86,105.53
222 $ 13,647.86 $ 1 ,228.31 $ 7,365.06 $ 2,640.00 $ 24,881.23
223 $ 13,647.86 $ 1,228.31 $ 7,365.06 $ 2,640.00 $ 24,881.23
224 $ 49,581.46 $ 4,462.33 $ 19,596.73 $ 2,640.00 $ 76,280.52
225 $ 13,647.86 $ 1,228.31 $ 7,365.06 $ 2,640.00 $ 24,881.23
226 $ 25,381.76 $ 2,284.36 $ 10,903.89 $ 2,640.00 $ 41,210.01
227 $ 13,647.86 $ 1,228.31 $ 7,365.06 $ 2,640.00 $ 24,881.23 .
228 $ 14,427.44 $ 1,298.47 $ 7,976.88 $ 2,640.00 $ 26,342.79
229 $ 13,647.86 $ 1,228.31 $ 7,365.06 $ 2,640.00 $ 24,881.23
230 $ 13,647.86 $ 1,228.31 $ 7,365.06 $ 2,640.00 $ 24,881.23
231 $ 11,707.86 $ 1,053.71 $ 7,042.46 $ 2,640.00 $ 22,444.03
232 $ 12,372.84 $ 1,113.56 $ 7,304.12 $ 2,640.00 $ 23,430.52
Dispatch $ 31,575.00 $ 2,841.75 $ 7,500.00 $ 2,640.00 $ 44,556.75
$ 283,975.50 $ 25,557.82 $ 125,804.21 $ 34,320.00 $ 469,657.53
Masters Associates
12/03/09
-
s:::
0.(1)
u..E
~.9-
-~
f/)C"
Ow
!l.C)
s:::
t::
".
-
<i:
s:::
o
-
ctl
-
CJ)
(1)
'-
u..
s:::
o
-
ctl
-
CJ)
~
.Q
-
.-
~
.....
(1)
c
rn
ca
-
o
I-
N
C"')
N
~
~
C"')
N
~
o
C"')
N
~
0)
N
N
~
ClO
N
N
~
......
N
N
~
(D
N
N
~
In
IN
N
~
~
N
N
~
C"')
N
N
~
N
N
N
~
~
N
N
~
c: (5
OC:.=
.. 0 c
Q.'_ 0
'i: ca U
(,)-....
rntn2
~~~~
N
....
....
....
....
....
I
....
......
Cl
N
-.:t~-.:t
....
....
",M
M
~N
o
N
N
....
ON
M
-.:t
o
I
00
N
....0
0....
o
o
o
000
o
....0
00
o
o
o
o
000
o
00
....
o
000
....
00
...... 0
00
o
o
o
o
000
00
I
I
....0
00
o
o
o
I I I
N
000
....
ON
....0
00
o
o
o
o
!OOO
00
1....10
00
o
o
o
M
Oc.oO
....
OM
....10
I
I
, I
....0
N
00
o
o
o
'0
10 010
I
10'0
....
,
....
'<t
....
N;:::~
N~
I
I
....
,
....
'00
o
o
o
o
000
00
.... ....
'<t
..-
o
000
00
00
....
....
....0
00
o
o
o
o
....
N~C")
N
'<t~
....0
00
o
o
o
L.O
0....
N
C")
wi Q;.... -E Ol ~ ~
-,~ w - E C ::J W
o CtI ~ :;z w'o, "0 ::c >, .~
:E ~I:E ~ c% ~ _:E g. 0:: g: ~ 8 .... W ~ ~ .... >, g ~
Ol-~o:: WOl -cw C/)C W~-mW""WW W
-0= W C/) ~-=o -.... ..-O~~CtI-OlC~
-....-E ~-~....O::JwCl..O ~-.... -::J....
~~~ ~~-~....~::J-="O~ =cC~~::JCtI="OwECtI
~g~~~Cl..~Cl..g~ogso02s~~~gQB~oE~8
C/)UC/)Oic/)IOIOc/)~Uc/)~Cl..~c/)Cl..c/)c/)u~C/)~~wmC/)
m
ca It') 0 "it
..... 0 N N
- ..... N N
0
l-
N
M ..... 0 0 0 ..- ,...
N
~
T""
M ..- 0 0 0 ..... CD
N
~
0
M ..... 0 0 0 ..- ,...
N
~
en
N ..- 0 0 0 ..- ,...
N
~
I I ,
CO 10
N ..... 0 0 ..- .....
N .....
~
,....
N ..- 0 0 0 ..- ,...
N
~
,
c.c 10
N N 10 0 N N
N N
~ I
Lt) I I I
I~ '...- '0 _I- I ..... I.
V u I"'-
'o::t CD
N N 0 0 N ~
N CD
~
M
N ..- 0 0 0 ..... ,...
N
~
N
N ..... 0 0 0 ..... ,...
N
~
T""
N N ..- 0 0 L!) 0
N ,...
~
C CLl 0)
.... '"S
o c: CLl t:: ~
E l:l 1: ~
:;:; 0 ~~ .c
Q,:;:; f= 0) :J ~ ...
>...... ~E 0 ... "-l
'i: ~ co :J t:: CLl ~ !;.I Q -
(.)- COo o ~ .!: .- .- ~
mCIJ .c; CLl .. - -
Q.E CLlCll...J 0)..... C/) ~
CU >, l:l CLl .~ ~ 0..:,: ~ - Q
Q.:J >~I~ ~ Eo-
C..c <(I- ~C/) ::>~ rJJ
~
~
DISTRIBUTION - INST ALLA TION
FIRST IN ALERTING SYSTEMS
1601 Wallace Drive, #120
Carrollton Texas 75006
~(fo
~01
June 11, 2009
Deborah R. Morrow, C.P.M., MPA
Purchasing Manager
City of San Bernardino
300 N. "0" Street
4th floor, Purchasing
San Bernardino, CA 92418
RE: RFQ F-09-11 Fire Station Control System
Dear Deborah:
Wm. Masters & Associates and Westnet, Inc. are pleased to provide the City of San
Bernardino with its joint response to the Fire Station Control System Request for Quotation.
Masters & Associates is the nationwide installer for the Westnet First-In Fire Station Alerting
System and provides state-of-the-art turnkey alerting solutions for fire departments
throughout the United States. We recognize that a new fire station alerting system is an
investment for your entire department, and as such, we look forward to providing you and the
City of San Bernardino the most advanced and dependable system available.
Westnet's First-In Alerting System can be incorporated into new or existing fire stations,
allowing for seamless future growth and citywide system uniformity. Westnet, Inc. is
headquartered in Huntington Beach, California with technical staff available for service and
maintenance calls on a 24 hour, 7 day a week basis.
Masters & Westnet would like to thank you for the opportunity to offer the Westnet First-In
Fire Station Alerting System to the City of San Bernardino.
Please feel free to contact me at 469-568-4900. You may also contact Dawn Matheny of
Westnet at 714-841-3000. She is authorized to discuss this proposal on our behalf.
Sincerely,
~~
Michael Kimrey
CFO
Masters & Associates
~~~~~ !f'!m'~!i'f'
FIRE !iTATlUN ALERTING !iytiTEMti
WESTNET,INC.
16581 Burke Lane - Huntington Beach, CA 62647
(800) 807-1700 (714) 841-3000 (714) 841-3008 Fax
www.westnetsystems.com
WESTNET.
TE '"
Flrst.ln Fire Starion AJerling Systems"
~E"'r;
~
.3
J8J
~
~
M
~
l8J
EJ
1(t
~
B
Bid Documents to Be Returned
RFQ F-09-11
FIRE STATION CONTROL SYSTEM
Copy of Contractor License III Bid Content and Forms, General Specification #35, Instructions to Bidder(s) /
Bidders
~
Bidder Experience, Competency, Qualification and Profile (Vendor Document) III
Bid / Bid Content Forms
Non-Collusion Affidavit (City Form) Instructions to Bidder(s) / Bidders
Listing of Proposed Subcontractor (City Form) III Bid / Bid Content and Forms
Price Form (City Form) Instructions to Bidders, III Bid Content and Forms
Authorized Signatures Inst!::..'ctions to Bidders
Bidder Identification III Bid Content and Forms
Addendum Received III Bid Content and Forms
120 Day Bid Validity Statement III Bid Content and Forms
Authorized Signatures III Bid Content and Forms
References III Bid Content and Forms
Calendar Day Acknowledgment of Delivery of Materials or Services General
Specifications #9
Proper Identification and Submittal of Bid/Bid Package, and Price Form Instructions to
Bidders
Bidders are requested to submit this checklist completed with all bid documents.
3
"W-m.-J_.
'TUT
and
WESFNEJ', Inc.
City of San Bernardino
RFQ F-09-11
Fire Station Control Systems
Proposal Date: June 16, 2009
Wm. Masters & Associates, Inc.
1601 Wallace Drive, Suite #120
Dallas, TX 75005
Phone (866)869-7100
Masters & Associates is pleased to provide a turnkey proposal for a fire station control
system that meets the requirements listed in the City of San Bernardino Request for Proposal. Per
Section G.I of the RFQ, Masters is proposing the Westnet First-In Fire Station Alerting and
Control System. The First-In solution offers the San Bernardino Fire Department an advanced,
comprehensive alerting system that will improve fire station emergency notification and decrease
response time. The format of Masters' response is as follows:
Masters' Proposal Format
I. Masters/W estnet Discussion of the Proposed Turkey Solution
II. RFQ Technical Specification Point-by-Point Response
III. Bid Content and Forms
a. Bid Format and Content
b. Licenses and Certification Requirements
c. Cost and Price Forms
d. Other Forms
I. RFQ Annual Purchase Order
11. RFQ Subcontractor's List
111. RFQ Non-Collusion Affidavit
IV. Masters Bid Bond
v. Manufacturers Limited Warranty
IV. Appendices
Appendix I - Westnet First-In Fire Station Alerting System Catalog
Appendix 2 - Fox News Story on First-In Alerting Systems
Appendix 3 - Washington Post Article on First-In Alerting Systems
Masters & Associates would like to sincerely thank the City of San Bernardino and the
Fire Department for its consideration of the Westnet First-In Fire Station Alerting System.
Masters & Associates/Wcstnet
RFQ F-09-11 Response
City of San Bernardino
I - MASTERS / WESTNET DISCUSSION OF THE PROPOSED TURNKEY SOLUTION
1. SCOPE OF WORK
Fire Stations
To meet the specifications of this RFQ, Masters & Associates is proposing the Westnet First-In
Fire Station Alerting System solution as a complete replacement of the audio and alerting
lighting for all stations. Masters is also proposing to install a First-In Radio Interface Controller
(RIC) in dispatch to serve as a radio backup in the event that a network alert is unsuccessful.
Masters' turnkey solution includes equipment, installation, on-site training, as well as
manufacturer's on-site warranty, 24/7 toll-free technical support and year 2 maintenance.
The First-In System is modular allowing for the City to vary the extent of the equipment to be
installed in each station. The First-In System can also be integrated to work with existing station
equipment. Masters toured each station, and to meet the specification of this RFQ, Masters is
recommending the equipment in Table I for each location. Newer stations may not need all of
the equipment listed therein, and Masters and Westnet will work with the City in finalizing each
station design.
Westnet's First-In Fire Station Alerting System will utilize a primary communications path of a
data network and a secondary communications path of a voice radio system. The Fire Station
Alerting System will provide a variety of programmable alerting options (i.e. adjustable visual
indicators, various voice enunciators, customizable tones, etc.) through the use of such devices as
the Dorm Remotes, Satellight Controllers and other First-In Alerting Devices. These options will
be configurable by both location and area within the fire station.
The Fire Station Alerting System will be programmable to control activation of lighting systems
in specific areas of the fire stations, such as the hallways and sleeping areas, for the alerted
apparatus and/or personnel at the time of alert. This First-In feature helps maintain a level of
safety for responding personnel during nighttime hours and is achieved through the use of First-
In Zoning.
The Fire Station Alerting System will be capable of alerting different areas of a facility using
unique programmable identifiers such as audio or light, based on apparatus or incident type.
This will be accomplished through the use of the First-In Zoning feature.
Backup Activation in Dispatch
Masters is proposing a First-In Radio Interface Controller as a backup activation system in the
event that a network alert is unsuccessful (normally due to a temporary loss in the network
connection between the station and dispatch). The Tiburon CAD interface is tasked with
automatically sending the alert over the secondary communications path in event of a failed
network alert. The Radio Interface Controller is used by departments to provide automatic, high-
speed radio activation of the alerting system. This system is installed in dispatch and provides for
an automatic and instantaneous failover to the secondary communications path in the event the
primary communications path is unavailable.
This proposal assumes that other than California sales tax, all goods and services are exempt
from all additional sales, use or any other type of taxes or government fees. The cost of the
Tiburon CAD interface for network activation of the First-In System is not included in this
proposal; however Westnet will provide toll-free technical and testing support to Tiburon at no
additional charge. This proposal also assumes that each station has outlets where needed for the
alerting system power.
2. STATEMENT OF SERVICES OFFERED
1. Equipment Installation - The installation of the First-In Fire Station Alerting equipment
will meet or exceed the standards specified in this RFP. Working with the City, Masters
will be responsible for all permit acquisitions (if applicable), installation, training and
maintenance of the equipment. It is customary that work done on city buildings is exempt
from that city's permit fees, and as such, Masters assumes that all permit fees will be
waived by the City.
2. Service and Maintenance - The Westnet Systems Group provides various levels of on-
site and technical support to all customers. Westnet offers full on-site support 24 hours a
day, 365 days a year. Headquartered in Huntington Beach, California, Westnet provides
rapid response to any malfunction of the system. The City must provide a VPN
connection to Westnet and the City will be responsible for all service of systems not
installed or maintained by Masters and Westnet (i.e. the CAD, dispatch consoles, network
equipment, and radio systems).
3. CAPABILITIES/QUALIFICATIONS OF MASTERS & ASSOCIATES
As Westnet's most experienced and only nationwide installation company, Masters & Associates
has installed the Westnet First-In Fire Station Alerting system throughout the country, including
Arlington County, V A, the City of Atlanta, and the City of Miami. In California, Masters has
provided and installed the First-In System in the City of Chula Vista, EI Cajon, Long Beach and
Riverside. Additionally, Masters had installed the First-In System in several military bases.
Masters will conduct the installation of the First-In Fire Station Alerting System in a manner that
allows for and maintains uninterrupted use of the current alerting system. Masters' proposal does
not include any removal costs of the existing system.
Masters & Associates/Wcstnet
RFQ F-09-11 Response
City of San Bernardino
co
-
G)
c
-
c::
~G)
LLE
~"e-
-~
tnCT
Ow
~C)
c::
1:=
G)
<C
c::
o
..
CO
-
t/)
G)
....
LL
c::
o
..
CO
-
t/)
~
.c
rn
(U N Q) ~ 0 ~ ..... CD CO') N N 0 N 0 N N CO') ~
- ..... N CO') ..... CO') ..... N .....
0
l-
N
M ..... 0 0 0 0 0 0 0 ..... 0 ..... ..... 0 ..... 0 0 0
~
-
M ..... 0 0 0 0 0 0 0 ..... 0 ..... ..... 0 0 0 0 0
N
=1:1:
0
M ..... 0 0 0 0 ..... 0 0 ..... 0 ..... ..... 0 0 0 0 0
~
en
N ..... 0 0 0 0 ..... 0 0 ..... 0 ..... ..... 0 0 0 0 0
N
=1:1:
CO
N ..... N 0 0 0 ..... 0 N ..... 0 ..... ..... 0 0 0 0 0
~
,...
N ..... 0 0 0 0 ..... 0 0 ..... 0 ..... ..... 0 0 0 0 0
~
~
N ..... (") 0 (0 0 ..... 0 (") ..... 0 N ..... 0 0 0 0 0
N
=1:1:
II)
N ..... 0 0 0 0 ..... 0 0 ..... 0 ..... ..... 0 0 0 0 0
N
=1:1:
~
N ..... """ N ..... ..... ..... N (0 ..... ..... """ ..... 0 0 ..... ..... .....
~ ..... ..... .....
M
N ..... 0 0 0 0 ..... 0 0 ..... 0 ..... ..... 0 0 0 0 0
N
=1:1:
N
N ..... 0 0 0 0 ..... 0 0 ..... 0 ..... ..... 0 0 0 0 0
~
-
N ..... 0 N (") (") N "<t N ..... ..... 10 ..... 0 ..... ..... N (")
~ ..... ..... .....
c e ..... (J) ~
(J) (J) ..... (5 01 ~ .B
o c (5 ~ (J) - E .s :J (J) -~
:';:;0 C ro ~ SZ 01 "0 :0 ~
0 E (J) ro (J) ro ro en
0.:0:: -..... a. Eg 0:: 0 ..... (J)
U ~(J) E (J) (J) 0.. :::2: U (J) ~:2 (j; c .....
"C .e 01= :Q cr: en a. 0> c~ ~ ~(J) (J) (J)
..... en 01-- e .....en c ~oJ!3~ e>c
~(I) ~ =e (J) ..c =c ro- ~
(J)- 0> E 0><( -<( ..... c o :J (J)o.. 0_ c 'Q).:::o:Jro =:J (J).9 ro
cn~ 0 ~ :J ;';;:;"0 ~;;? :.;:;C .- "0
~~ _c 7ii ..... ~o.. ro 0 ro ro ~ 7ii5Q2i X 0 E"S .~
ro c ro 0 0 .s 0.. 0 ro 0 0
:::2:::> (/)U (/) 0 enI OI 0 en:::2: U 00:::2: o..~ OOil: U5 enu~en ~:::2: LUal en
-
s:::
Q)
,....E
Q) .9-
::E;j
coO"
....w
C)
s:::
UJ
co
-
o
I-
('I)
,..
C")
C")
N
#:
N
C")
N
#:
,....
C")
N
#:
s:::
o
-
CO
-
en
>-
.0
o
C")
N
#:
(l')
N
N
#:
co
-
Q)
C
co
N
N
#:
l"'-
N
N
#:
(0
N
N
#:
-
:I...
Q)
<C
s:::
o
Lt)
N
N
#:
o:::t
N
N
#:
-
CO
-
en
Q)
:I...
C")
N
N
#:
LL
N
N
N
#:
,....
N
N
#:
o:::r
('I)
,..
,..Ol
,..~
~,..
,-0
,-0
,-0
,-0
,-0
,-0
,-0
,- 0
,-0
,- 0
,-0
,-0
""
('II
o:::r
o
C\I
C\I
C\I
C\I
C\I
C\I
C\I
C\I
C\I
C\I
(0
('I)
,..
~It)
('II
,..
o
..... (\)
g [2 (\)~..... _O~ (\) (\)
Oc C 0 OJ ~ ~ E"o, -5 :0
a..- 0 ..... E 2i OJ (\) OJ 0 OJ ..... (\)
"i: - U E ~ (\) (f) (\) = E ~ II Cl.... :?: 0 ..... (\) ~ :-g ..... >-
~~2 ~g~~ & ~~Egg~m~g_~~g~~~~
_oo~2c.....rn<~<o2~c~~~~~c(\)2cO(\)"~~
~~OjcOjoo.5Cl....~Cl....OOjOoSoO_S~ Ojo_~~o
C~:?:~(f)UO(f)IOIO(f)~U(f)~Cl....~(f)Cl....(f)(f)U~(f)<~
('11('1)
,.. ,..
It)
T""
L!)
C\I
,-~
OC\l
o
00
00
o
en
0,-
,- en
C\I
co
OC\l
,-co
co
0,-
,- co
,-
,-
,-'-
,-
OC\!
en
,-~
0,-
en
c.o,-
,- en
C\I
en
,- en
o ,-
co
(00
oco
o
en
,- en
o ,-
C\I
en
00
,-~
o
C\!
,-gJ
(0,-
C\I
,-0
,-0
,-0
,-0
,-0
,-0
,-0
,- 0
,-0
,- C\I
('I)
('I)
,..
o
o
o
o
o
o
o
o
o
o
>- .....
~ ~
(\) C
e'gO(\)
(\)-(\)~
E-~(\)
W~>~
tn
ca It) 0 ''It
..... 0 N N
- ..... N N
0
l-
N
(Y) ..- 0 0 0 ..- .....
N
=It
'I"'"
(Y) ..- 0 0 0 ..- ~
N
=It
Q
(Y) ..- 0 0 0 ..- .....
~
en
N ..- 0 0 0 ..- .....
~
00
N ..- 0 0 0 ..- .....
N ..-
=It
'"
N ..- 0 0 0 ..- .....
~
CO
N N 0 0 0 N N
N N
=It
Il)
N ..- 0 0 0 ..- .....
~
"'I:t ~
N N 0 0 N '<t
N ~
=It
(Y)
N ..- 0 0 0 ..- .....
N
=It
N
N ..- 0 0 0 ..- .....
N
=It
'I"'"
N N ..- 0 0 It) 0
N .....
=It
c: '- ..91 Ol
0 c: 0) :J c: ~
.s "'C :E ~
;; 0 ~ 0 .c
c.;; I- ~ Ol :J =
"i: S >.- :2E 0 Q,l Q ~
ro :J c: 0) ~ U -
~CI) alo o 0) c: ..cO) .... ;l =
a.E 0) ~ ::i Ol- en " = ......
~~ a.:J "'CO) .c _~ (l.:!: Q,l ...... Q
5~ OJ ~ ~
<l::1- OJ ~en :J~ 00
....~
,..- '<:t
00
ON C')
C')
o N 0
C')
ON Ol
N
o N to
C')
ON C')
C')
ON CO
C')
ON
ON
ON
o N
0('1)
~Ol
~ C
o "-E!
~ ::J
<lJ 0
C~
...J(/)
O"l 0.. :t::::
0"l:J~
Il)
to
o:r
C')
r--
Il)
....
C')
Ol
N
N
C')
N
C')
o:r
to
~
.c
~g..:a
-;;: ;:: S
~ ~ 0
~OO~
Masters & Associates/Westnet
RFQ F -09-11 Response
City of San Bernardino
MASTERS & ASSOCIATES
POINT-BY-POINT RESPONSE
SECTION II
TECHNICAL SPECIFICATIONS
8
City of San Bernardino
TECHNICAL SPECIFICATIONS
RFP F-09-11
(Lease Purchase of Fire Station Control System' FSCS)
NOTICE "SPECIAL INSTRUCTIONS TO THE BIDDER"
Services:
Bidder shall complete right-hand column indicating brief reasoning for
exceptions to requirements when not acceptable. State "Acceptable" if
requirements are agreeable as set forth in left-hand column.
Equipment:
Bidder shall complete right-hand column indicating specific size and or
make and model of all components when not exactly as specified. State
"As Specified" if item is exactly as set forth in the left-hand column.
FAILURE TO COMPLETE RIGHT HAND COLUMN WILL INVALIDATE BID
Acceotable / as soecified
This specification will provide the detailed
requirements of a fire station control system (herein
FSCS) to be installed in fire stations within the City of
San Bernardino
SECTION A: DESCRIPTION
The FSCS shall provide command and control of the As Specified.
fire stations for all alarm situations requiring a
response from emergency personnel/ocated in the
fire station. Command and control of the fire station
personnel shall be done in a manner that reduces
turn-out time and the stress level associated with
conventional methods of awakinq personnel at niqht.
SECTION B: DESIGN REQUIREMENTS
1. CAD System Interface As specified with clar-
fication. Tiburon has
The bid package requires that the successful vendor interfaced with First-
shall provide a product that has an existing user In, but Version 2.3
interface with Tiburon's CommandCAD Version 2.3.
The packaqe shall soecificallv state that the could not be confirmed.
9
successful vendor can affirm that the interface is No interface costs are
already in existence. included in
this nrnno~r:ll.
2. Construction
As Specified.
The FSCS shall be an integrated system design with
modular expansion capability permitting the fire
department to up-grade the system in incremental
stages while maintaining full fire station command
and control capability. The FSCS design must meet
or exceed the requirements of NFPA 1221 (2007). All
functions shall be re-configurable by software
changes only, without requiring changes to the
hardware units.
3. Alarm Activation Capabilitv
As Specified.
The FSCS shall be capable of function activation from
a minimum of two independent primary sources of
information with supervisory control over both
sources. The FSCS shall also be capable of function
activation from a secondary source in addition to the
two primary activation sources. One of the primary
sources of activation shall be capable of bi-directional
data transfer rate of 56 KB Der sec~nd.
4. Pre-Announcement Capabilitv
As Specified.
The FSCS shall be capable of delivering recorded
human voice pre-announcements that contain
company-specific information that is customizable to
the requirements of each individual fire station within
the fire department. The pre-announcement capability
shall include a separate pre-announcement for a
minimum of 10 companies per station, 250 major
types of incidents and 250 of emergency response
levels. There shall be separate pre-announcements
for daytime operation and separate pre-
announcements for nighttime operation controlled by
internal clock function of the FSCS. Multi-company
pre-announcement messages shall be capable of any
and all combinations of company responses required
from a fire station. The human voice pre-
announcements may be preceded by any tone
signaling required by the fire department and this
tone signaling shall have the ability to be altered or
eliminated based on time of day programming in the
FSCS.
5. Fire Station On-Site Inspection
10
A complete inspection of all fire stations and dispatch
center shall be scheduled with the Technical As Specified.
Authority. Additional requirements to inspect the San
Manuel Fire Department and San Bernardino Airport
Fire Station will be required with separate pricing for
these entities. Addresses and contact information
attached to specifications.
SECTION C: ZONED CAPABILITY
1. CeilinQ-Mounted Colored LiQht Indicators As Specified.
The FSCS shall be capable of providing Colored Light
Indicators throughout the fire station. Each Colored
Light Indicator shall:
a. Contain a minimum of five distinct colors (i.e.
blue, green, red, white and yellow) that are used
to designate five separate fire companies. The
colors must be programmable to activate in any
combination.
b. Be mounted in the ceiling areas of the fire station
and shall illuminate upon receipt of command
data from the dispatch center indicating
company-specific responses.
c. Be housed within one unit that also contains an
internal speaker capable of delivering pre-
announcement and dispatch.
d. Shall be visible from a minimum of twenty,
unobstructed feet from the indicting device.
e. Shall be capable of programming that controls
the audio level in one-dB increments over a
range of ninety dB remotely from the network
interface controller.
f. Shall be capable of producing night vision lighting
for a programmable time period after activation
by a company-specific response command.
g. Capable of meantime between failures of greater
than 50,000 hours.
2. Dorm Room IndicatinQ Devices
As Specified.
The FSCS shall be capable of supporting the
operation of indicating devices that can be placed in
individual dorm room locations that are
programmable by fire department personnel to
activate company-specific zones. These devices
shall:
a. Be capable of human voice pre-announcements
11
for the programmed company-specific zone,
dispatch audio and night vision lighting of the As Specified.
bedroom area during the activation period.
b. Be programmable to accommodate personnel
assignments to more than one company-specific
zone.
c. Be housed within one unit that also contains an
internal speaker capable of delivering pre-
announcement and dispatch audio.
d. Be capable of programming that controls the
audio level in one-dB increments over a range of
ninety dB.
e. Be capable of programming a lower audio level
during nighttime hours of operation in one dB
increments.
f. Be capable of enabling or disabling station radio
audio and permitting radio operations.
g. Have an integral lamp attached to the unit itself or
overhead in the ceiling that illuminates the bunk
area without requiring additional illuminating
devices.
h. Be capable of programming night vision lighting
level over a range of fifteen different levels of
illumination.
i. Be cable of being relocated by fire department
personnel without any assistance from outside
services.
j. Be equipped with programming switches
embedded in a waterproof membrane panel
capable of being sanitized with liquid disinfectant.
k. Contain a two-line, sixteen characters per line
display device that is located behind the
membrane switch panel and viewed through a
waterproof transparent section of the membrane
panel.
I. Be capable of supporting externally Colored Light
Indicators and Nioht vision lamp assemblies.
3. Distributed Audio System
As Specified.
The FSCS shall be capable of incorporating a
distributed audio system that does not utilize
centralized amplification devices driving remotely
located speakers. The Distributed Audio System
shall:
a. Be incorporated in all active Colored Light
Indicators, all Dorm Room Indicating Devices,
and all High-Level Audio Systems [see Sections
CEILING-MOUNTED COLORED LIGHT
12
INDICATORS DORM ROOM INDICATING
DEVICES As Specified.
and HIGH-LEVEL AUDIO SYSTEM].
b. Shall be capable of delivering a minimum of ten
watts of audio power per each Colored Light
Indicator and Dorm Remote Indicating Device.
c. Shall be capable of delivering a minimum of 100
watts RMS (see Section HIGH-LEVEL AUDIO
SYSTEM).
d. The distributed audio system shall support inputs
from telephone paging systems, public address
microphones and dedicated telephone lines, in
addition to the base station radio.
4. Zone Activation Indication
As Specified.
The FSCS shall be capable of displaying all
company-specific zones that are activated from a
command by the dispatch center on a front panel
display device during the command sequence.
Indicating devices located in individual bedrooms
shall be capable of displaying company-specific
activated zones during the command sequence.
Zone activation indication shall be automatically
cleared on the FSCS at the end of a command
sequence and zone activation indication shall be
cleared and the display extinguished at the end of
the command seauence bv the indicating device.
5. Niaht vision System
As Specified.
a. The FSCS shall be capable of Night vision
illumination of the active nighttime areas of the fire
station to provide retention of Night vision by the fire
department personnel during a command sequence.
b. The Dorm Room Indicating Devices (Section
DORM ROOM INDICATING DEVICES) shall provide
Night vision illumination in individual dorm room
areas.
c. The Ceiling-Mounted Colored Light Indicators
(Section CEILING-MOUNTED COLORED LIGHT
INDICATORS) and Clone Indicator Device (Section
CLONE INDICATOR DEVICES) shall provide Night
vision illumination in the common dormitories,
hallways and apparatus bay areas.
d. Night vision illumination level shall be automatically
increased from the lowest level to the proQrammed
13
upper level during the first twenty seconds of a
command sequence to prevent optical shock to
awakening fire personnel.
e. Night vision lighting illuminators shall be capable of
mean time between failures of greater than 50,000
hours of operation.
6. Control System
As Specified.
The FSCS shall be capable of operAting control and
sense devices throughout the fire station in response
to commands and requests sent from the dispatch
center.
7. Entertainment Control Devices
The FSCS shall be capable of operating the
entertainment system control devices that mute audio
of entertainment systems during the command
sequence and un-mute entertainment systems upon
the completion of a command sequence. The
entertainment system control device shall be remotely
located and not connected to the entertainment
equipment that it is controlling. The control device
shall be capable of mounting into both fixed and
suspended ceiling assemblies.
8. Remote Control Devices
The FSCS shall be capable of operating remote
sense and control devices that control fire station
operating parameters utilizing closed loop control
technologies. The Remote Control Devices shall be
capable of inverted control logic, enabling complex
control functions. The command and control functions
available to the dispatch center shall be 1,024
separate commands. The Remote Control Devices
shall have the capability of sending 1,024 completed
status verifications.
9. Video AlertinQ Devices
The FSCS shall be capable of displaying dispatch call
information on televisions and monitor screens
located throughout the fire station. Video information
shall be displayed as an overlay on present video or
black background. The screen shall return to normal
status at the end of the alert sequence and shall not
14
display the dispatch call information until the next
alert.
10. Supervised Status Verification
As Specified.
The FSCS shall be capable of automatic supervised
status verification by the dispatch center. Upon loss
of status verification, the FSCS shall activate all light
indicators and indicating devices and pre-announce a
communications failure has occurred providing audio
and visual indication of the failure. The FSCS shall be
capable of supervised status verification of the
internal fire station control network. Upon loss of
status verification, the FSCS shall activate all light
indicators and indicating devices and pre-announce a
network failure has occurred providing audio and
visual indication of the failure. The FSCS shall be
capable of notifying the dispatch center of a fire
station network failure.
11. Interactive Data Collection And Control
As Specified.
The FSCS shall be capable of simultaneous
command and control of the fire station as well as
data collection from the fire station. Interaction
between the dispatch center and fire station located
control and sense devices shall occur with no
degradation of command and control seauences.
12. System Security
As Specified.
The FSCS shall use a command and control data
protocol that includes command and control
verification of all functions prior to the execution of
any commands or interpretation of 2,'1y control data.
Verification of all command functions shall be at the
same security level required for command functions.
13. Monitorina Capability
As Specified.
The FSCS shall be capable of monitoring the fire
stations status through the use of dry contact closure,
RS232 9600 Baud or less serial data, parallel data
and RS485 serial data. Monitoring of critical data
applications shall also include pre-announcements to
all zones of the fire station and notification to the
dispatch center when monitored data exceeds pre-
established windows of acceptability. The FSCS
shall be capable of reporting unacceptable, critical
data situations to a remotely located data collection
center within thirty (30) seconds of detection of an
unacceptable critical data situation.
15
14. Ambient Noise level Monitoring
As Specified.
The FSCS shall be capable of monitoring ambient
noise level at any location within the fire station
facility. The ambient noise level monitoring sensors
shall continuously monitor ambient noise level and
report this data to the FSCS for the purpose of
maintaining an acceptable audio signal to ambient
noise ratio during the command and control
sequence. The ambient noise level monitoring
system shall maintain the minimum audio level
necessary to achieve speech intelligibility during the
command and control sequence. ..
15. High-level Audio System As Specified.
The FSCS shall have the capability of delivering a
minimum of one hundred (100) watts RMS into a four
(4) Ohm load with a total harmonic distortion of less
than one (1) percent. The FSCS shall be capable of
supporting twenty (20) separate one hundred (100)
watt audio systems per fire station.
16. Installation Software As Specified. See
The FSCS shall be capable of complete system note below.
configuration from an RS232 serial data input on the
network or from a remote service center, utilizing
installation software. The installation software shall
be capable of identifying and communicating with all
units within the FSCS network. The installation
software shall be capable of verifying and altering the
unit address, the unit variable allocation tables,
including audio levels and light intensity, verifying
correct unit operation by activation of the built in test
function, test activation of any desecrate unit function
and archiving the variable allocation tables for
maintenance functions. The installation software shall
enable an expanded command set at each indicating
device controllable from the front panel of the
indicating device or network serial data port. This
expanded command set shall enable the setting of
function limits, enabling and disabling of multiple zone
activation, zone name identification by company
function and disabling the system security during the
installation period. The installation software shall be
capable of enabling fire department personnel to add
or delete units from the FSCS network with out the
assistance of outside service personnel.
I .
16
a. The vendor will not be provided with
ADMINSTRATOR access to the City's
network.
b. The vendor will not be provided with
access to the City's CAD system. The
vendor will be required to work with
Tiburon's support staff to insure that the
interface from the Tiburon
CommandCAD system is configured
correctly with the FSCS system. The
vendor will be responsible for costs
associated Tiburon's support staff that
relate to trouble shooting the connection
and functionality between the
CommandCAD system and the FSCS.
17. Clone Indicator Devices
The FSCS network shall support the operation of
ceiling-mounted Colored Light Indicator clone devices
that are capable of identical audio and light outputs
that are produced by the Ceiling-Mounted Colored
Light Indicators. The Clone Indicator Devices shall be
powered from and controlled by the Ceiling-Mounted
Colored Light Indicators.
18. Cateaorv 5 Cable Reauirements
The FSCS shall be capable of operation with
category 5 cable, as the only wiring required for
system operation.
The Category 5-cable plant shall be installed per
ANSI/EIA/TIA 568-A-1991 standards using only
UL Listed Category 5 Cable verified to EIA/TIA
568-A specifications. All compoRents of the
installed Category 5 cable plant shall be
manufactured by the same manufacture. All
cables shall be a minimum size of 24 AWG and
identified at each end of the cable with a
numerical identifier indicating the source and
destination of the cable. All cable shall be rated
for plenum installation with the exception of
vertical cable runs, which shall be rated for
vertical installation. A floor plan showing the
location of each Category 5 cable shall be
completed and delivered to the responsible party
prior to the acceptance of the cable plant.
19. UninterruDtiable Power System
17
b. As specified with
clarification. The
vendor will pay all
Westnet support staff
costs that relate to
troubleshooting the
FSCS' functionality
and connection with
CAD. Any costs
associated with
Tiburon's support
staff must be paid by
Tiburon or the City.
As Specified.
As Specified.
The FSCS shall be powered from an on-line, As Specified.
fulltime dual-conversation uninterruptible
power system (herein UPS) that is capable of
one hour of continuous operation after loss of
power input from normal sources. The FSCS
shall be capable of reporting loss of station
power to the dispatch CAD.
SECTION D: INSTAllATION REQUIREMENTS
1. UPS Power Reauirements
Acceptable.
The FSCS shall be equipped with a full time UPS
supporting the both the FSCS as well as all base
radio equipment associated with the FSCS. This
UPS shall be capable of a minimum of one-hour
continuous operation after loss of power input
from normal sources.
2. Phone Line Surae Suppression
Acceptable.
All phone line connections made to the FSCS
shall be equipped with both surge suppression
and over-voltage protection. The surge
suppression and over-voltage protection devices
shall be connected to the fire station earth ground
system with a maximum distance to the earth
ground connection of fifty feet and a wire size
minimum of AWG 8.
3. Earthauake Tolerant Capabilities Acceptable.
The FSCS shall be installed throughout the fire
station in a manner that prevents damage from
movement.
4. Apparatus Room Installation Specifications
Acceptable.
The FSCS equipment installed in an apparatus
room shall be installed in locations that do not
inhibit any normal functions within the apparatus
room. All cabling shall be installed in EMT conduit
to prevent cable damaqe.
5. Control and Sense Device Installation
Specifications Acceptable.
The control and sense devices shall be installed
within six feet of the controlled device.
6. Dispatch Center EauiDment
18
There shall be no equipment in the dispatch
center to operate the primary alerting circuit. The
alerting connection shall be from CAD directly to
the fire station alerting equipment in the fire station
usinq the fire department's IP network.
SECTION E: BACK-UP ALERTING
The FSCS shall have a back-up system, which will
allow the dispatch center to alert the fire stations
by radio. The system will receive alerting
instructions from the CAD immediately after a
failed data alert is detected and executes the
instructions on the radio dispatch channel.
The back-up system shall also provide a means of
manual alerting of the fire stations should all
Dispatch Center computer operations be impaired
or disabled, utilizing a manual key pad at each
dispatch position.
Any equipment needed for radio connections shall
be rack mountable and be collocated with CAD or
dispatch radios.
SECTION F: WARRANTY AND TECHNICAL
SUPPORT REQUIREMENTS
1.
1. ON-SITE ONE-YEAR WARRANTY-
The FSCS shall come with an on-site one-
year parts and labor warranty, including
24/7 telephone technical support for fire
department personnel. All warranty
services are to be provided on-site.
EXTENDED WARRANTY - Upon the
expiration of the one-year warranty, the fire
department shall be offered an extended
warranty for a price to be determined at the
expiration of the one-year warrantv.
MAINTENANCE CONTRACT - Upon the
expiration of the one-year warranty, the fire
department shall be offered an on-site
maintenance contract on the entire FSCS.
LOCAL SUPPORT - All warranty and
maintenance support must be provided by
a local Southern California alerting system
manufacturer or dealer.
2.
3.
4.
19
Acceptable.
As specified with
clarification.
Automatic CAD
activation is how
other TiburonjWestnet
First-In users operate.
Note, the City must
specify this
requirement to
Tiburon when the
interface is installed.
Tiburon interface
costs are not included
in this proposal.
Acceptable.
Acceptable.
Acceptable.
Acceptable.
SECTION G: MANUFACTURERS
1. Subject to compliance with the requirements,
provide products by the following: Westnet First-In Acceptable.
Fire Station Alerting and Control Systems or
eaual.
2. All equipment specified herein shall be a standard
product of the manufacturer or approved equal. Acceptable.
The Fire Department shall make the final
determination of an approved eaual.
3. The manufacturer shall have a minimum of ten-
(10) years experience in the manufacture of fire Acceptable.
station alerting systems. All equipment specified
herein must be equipment that has been
manufactured by the manufacturer for a period of
not less than ten (10) years.
SECTION H: ADDITIONAL BID INFORMATION
Acceptable.
Bid prices must be valid for 120 days due to
processing requirements.
SECTION I: REFERENCE LIST
Bidders to provide a list of five current customers who See Attached.
are usina the DroDosed product.
20
SECTION I: REFERENCE LIST
FIRST-IN CUSTOMERS
LOCAL SYTSEM REFERENCES
Department Contact Information
,
I
Long Beach John Landstrom, Communications Supervisor
Fire Department 2990 Redondo A venue
Long Beach, CA 90806
(562) 570-9470
Metronet Jean Ferrell, Dispatch Manager
Metro Cities Fire 201 South Anaheim Blvd., # 302
Authority Fire & Anaheim, CA 92805
Medical Dispatch (714) 765-4077
Newport Beach Eric Bauer, Battalion Chief
Fire and Marine 3300 Newport Ave
Department Newport Beach, CA 92663
(949) 644-3359
* Dispatched by Metronet Metro Cities Dispatch
Chula Vista Captain Jim Garcia, Administration Office
Fire Department 447 F Street
Chula Vista, CA 91910
(619) 476-2500
Redondo Beach Dan Madrigal
Fire Department Fire Chief
401 S. Broadway
Redondo Beach, CA 90277
(310) 318-0663 x 4325
Note: The above references are for local departments using the First-In Alerting System.
Masters & Associates installs the First-In System nationwide and it installed some, but
not all of systems listed in this section. Additional references for Masters and Westnet are
available upon request.
Masters & Associates/Westnet
RFQ F-09-11 Response
City of San Bernardino
III. BID CONTENT AND FORMS
a. Bid Format and Contents
1. Presentation
a. Identification of Bidder:
Wm. Masters & Associates, Inc.
1601 Wallace Drive, Suite #120
Carrollton, TX 75006
Phone 469-568-4900. Fax 469-568-4923
www.Masters-Associates.com
b. Proposed working relationship between bidder and subcontractors:
Masters & Associates provides and installs the First-In System
nationwide. Masters may subcontract the installation to another First- In
Certified Installer, with whom it has worked closely with in the past. The
name of that installer is Select Communications. Select Communications
hold a valid California State Contractor's License. All on-site warranty
work and toll-free technical support will be provided by the manufacturer,
Westnet.
c. Acknowledgment of all RFQ addenda:
It is hereby acknowledged that Addenda 1, 2 and 3 were received by
Masters & Associates.
d. Name, title, address and telephone number of contact person during bid
evaluation:
The following persons are authorized to be contacted regarding the bid:
Mr. Michael Kimrey - Masters & Associates
Phone 469-568-4900. Email: mike@masters-associates.com
Ms. Dawn Matheny - Westnet, Inc.
Phone 714-841-3000. Email: dawnmatheny@westnetsystems.com
e. Statement confirming number of days bid is valid:
Master & Associates confirms that the bid shall remain valid for a period
of not less than 120 days from the date of the submittal.
f. Signature of person authorized to bind Bidder to the terms of the bid:
The signature of Mr. Michael Kimrey can be found on page 27, which is
the second page of the "Annual Purchase Order".
2. Exceptions / Deviations
There are no exceptions of deviations from the requirements of this RFQ.
3. Appendices
There are three (3) appendices under a separate cover. Appendix I is a First-In
product catalog. Appendix 2 is a Fox News story and Appendix 2 is a Washington
Post article.
Masters & Associates/Westnet
RFQ F-09-11 Response
City of San Bernardino
b. Licenses and Certification Requirements
Question 6 of Addendum #3 states that if the prime contractor does not possess a
contractor's license, that all subcontractors must be listed on the form and will have all necessary
qualifications and licenses. The subcontractor listed by Masters in this proposal is Select
Communications. Select Communications is certified by the manufacturer, Westnet, to install
First-In Fire Station Alerting Systems. Select also holds an active C-7 license for the State of
California and a copy of that license is attached hereto.
Masters & Associates holds valid C 1 0 licenses is several states, including Nevada,
Louisiana, etc. Masters & Associates fully expects to have its California C 1 0 license updated to
active status any day. Attached hereto is a copy of Masters previous California Contractors
License.
Masters & Associates/Westnet
RFQ F -09-11 Response
City of San Bernardino
.,~
J'OOIiIm "U .. r
~.
,
iJiil ~
o ~ W
l:C 0 r-
<( z (/)
o - >-
al
W t' (/)
en ~ Z
.~ ffi w Q
E (,.) (() t-
o-z --
:1:...J .......
caww 0
01-9-
c..J Z
~~ w :J
CD "'.. ~ ::E
CiS Cf) ....
05"0 ~
0< 0
ti ..... 0
<( U) t-
IX: ..... 0
!z r-- W
o It)-1
(.) ~ ",.",.... W
. v..I Cf)
i
t
..;
.. i..lI !;IIIII:I ~.
,~
i
. ...
r .... ,!Ii
...." ....,
l"
I
C)
~
,.-
o
N
..........
o
~
~
o
:I
c
~
",.
,.:&
I
'"
.:=t
ct
--
it!f~
......-
~
,
~
y
~
,jl
...
u
~
5
.-'
1-'
~
:I
'''II
Ii
'aioii.-
)II
tAl
<r:
~
z
~
o
~
~
~
<r:
u
~
o
~
~
~
Cf'J
~
~
o
~
~
!
~
... ......
~
~
E
QB
-e
i!
i
o
~
(l)
-0 '
0-0
U ro
<.11 0
C CO 0
,12 (l) ~
~ ~ V')
.2 (l) ~
o"~ u
Q::....J:"::
"'0 (l) ,~
c~-:5
ro t/') (l)
<.11 <.11 :J
[; 0 ~
C +-' ,-
'(Ii U >-
::Jl.':...o
CO C ~
(l) 0 Q)
..cu..c
+-' <J>
......(l)Q)
0-:50
.....'+-"'O
C 0 <J>
o <J> 0
"(Ii 6 tI
> ".;:; ~
o ro +-'
'+- :J 6
o ~u
O'\~......
L- 0
~-gro
o..ro,,-
rO V'I tn
..c Q) ';;-"
u- .....,
o~~
::::: Q) Q)
c..c..c
ro+-'-
::1"'0
<.11 C
:; n:l
c..
Q
~
~
~
~
~
o
u
Z
lo-ot
V)
~
~
~
~
U
o
V)
V)
~
Q
Z
~
V)
~
~
~
V)
~
;E
;E
~
o
c::
c(
o
a:l
W
(fl
",z
._ww
ES,2<Jl
O...,JZ
."" L1J
mL1Jo
U!;(::i
oti~
ID(fl-
tiia:1-
WOO
I-c(
S:1
cr
!z
o
0>
." .
j$u ~c
I~
8~
L-
o
+-'
U
n:l
L-
+-'
C
o
u
ro
......
o
>.":':'
.~ ~
U c
~.Q
n:l[:O
u u
Q)I.;::
..c "(Ii
- <J>
c~
U
u no
ro c
L- '3
o 0
<.11_
<J>_
(l) 0
C'+-
'Vi 1!
.5-
Q) "~
..c
+-'
c
Q)
no
ro
on
c
Q)
9
0..
0::: (j)
o w
o ~
! 0
o
(/)
(j)
<(
o
Z
<(0
(j)W
0:1-
w<(
1-0:
(/)0
<(0..
:a: 0:
:a: 8
~~
C'\I
,.....
co
M
,.....
co
~
!
j
~
u
-
~
r-<
~
~
o
d
~m
co
o
o
N
.......
..-
o ~
..- ("')
o 0
!
i
1i
I
G
>.
ro
"'0
,!!!
-E
~
o
~
...0
-;:;;
Q) \0
<J> 0
~
"'0
C
n:l .-.:
"'0 ...&::
c 1.1
n:l ...
..c ClI
>-~
E
't3
~
]
~
<.11
<J>
Q)
C
~
'"
~
~~
~tl
Cl)d
~8
=....
uO
...&:::;
fr...
...t:
CI) ....
~
~
w
w
V)
Z
w
~
~
o
w
""
~
~
Z
\.J
'"
N
.......
00
N"'l
......
00
...
u
...c
El
::l
Z
u
'"
=
U
1.1
~
t€(ij-c
o ~ OJ
u.~~ .
~ ~.-"'"O
C~~ ~
o Q) C Q)
U ..c.- c
__-t-(])
000 -
~;-oo
b Q} Q) C
.~ E -5 ~
~.a~~
~ Q;l \.... 0
\1) l- ... >
..s .8 ai ~
~--OE
o~ c 0
t~ ~~
Q)""'O:::::J..o
O'cUl......
~~~~
OJ :B ~ ~\
-5~"U:B
.~ Q; c:: L...
~ ~ E ~~
C rd Q) ,..,
~~"Oo-....
:"'=oC'-
.~ c: 8-
~.~ :J
""
w
~
::;
<(
::)
a
w
Z
U
:::;
o
~
'"
o
'"
'"
o
"'-
o
w
C>!
::J
f-
<(
Z
~
V)
m
o
r-:.
2i
~
~
'"
c. Cost and Price Forms
Masters & Associates/Westnet
RFQ F -09-11 Response
City of San Bernardino
PRICE FORM
@co
Py
REQUEST FOR RFQ: RFQ F-09-11
DESCRIPTION OF RFQ: Fire Station Control Systems (FSCS)
BIDDER(S) NAME/ADDRESS: WI'Y\ rnaf>-Ie~ --t ~Cl~.s: lnc .
I toO I ~ ( Itt t.e. ... 1...10
,
CtJ.f'rol/,rDfl I 7X 75 ()6&
~~ -4(pq - 5{pg--49t>O
TELEPHONE:
NAME ,^^",~u._,.
AUTHORIZED REPRESENTATIVE [)t;I.vY) " ~rt:I'\J..(. Wiy.~f. {,,(' .
I ~'S'~I ~ l..l;;. ,H-Ir;'j-ton 8t:A ,CA'1':WI/
I }4. 841- 3l>6t) i
dlllW'l ~';Z@wesI-YIe-k1~-te/'>\5. c ~,i
'7 14. 54/. ~ ~ I
!
EMAIL:
FAX:
Please provide a Firm Fixed Price on page number 25 (a) - Price Form
25
('f)('f)('f)N('f)-r-('f)O)('f)('f)('f)N
~CDLONC\!LOC'!OC'!I'-C'!C\!OLO
C(.)Lci~~ci~c)-c-N-c--c-~O
"_ "t;: I'- LO LO LO LO GO LO -r- LO LO -r- 0 0
LL 0. N 0 0 -.:t_ 0 ('f) 0 LO 0 0_ ~ eo m
m"CIoiGOGOo)GO~GOoi~~!e5e1-
~ CD GO "I "I I'- N -.:t N N '" '" '" '"
o ><
....u:
>-
-
I:
cu-
t: CU
::J
~ g
'0<
~
CD
U
"C
Sa..
(i)~
C: I:
o ~
CU
3:
~~~~~~~~~~~~
000000000000
CDOOOOOOOOOOOO
UOOOOOOOOOOOO
1:1'-1'-1'-1'-1'-1'-1'-1'-1'-1'-1'-1'-
ftJ~-c-~-c-~~~...-...-...-"'-"'-O
I: c;<)c;<)c;<)('f)('f)c;<)c;<)c;<)c;<)('f)('f)c;<)m
S l-
I:
"iij
:E
~~~~~~~~~~~~
000000000000
000000000000
000000000000
-.:t-.:t-.:t-.:t-.:t-.:t-.:t-.:t-.:t-.:t~~O
~~~~~~~~~~~~m
NNNNNNNNNNNNI-
~~~~~~~~~~~~
('f)('f)('f)N('f)-r-('f)O)('f)('f)('f)N
I: LONNLONONI'-NNOlO
O. tri-r=~ci...-ci~N"'-"'-~ci
:;:;CDeo-.:t-.:t-.:t~I'-~o-.:t-.:tomO
.!!! U -.:t_ "!. "!. ~ "!. ~ "!. 1'-_ "!. "I ~ 1'-_ m
s;f~~~~~~~~~~~~1-
II)
I:
m
o
--
-.:t
o
--
GO
o
0>
C
~
Q)
::::2E
L-
Q)
ll..
-c
Q)
U)
'5
Q)
0:::
E
L-
o
LL
Q)
u
"C
ll..
~~~~~~~~~~~~
C
o
~
U) Q)
~ "E;
u::: 0
~ Q) ~
-me cs<t:
~~c3-<<im
() U) Q) -c 0 U)
- ro~cO:::~
U) .s= ,52 - Q) ~
m-cOO~Q)C5
II)~:>Q)W O-.:t
8UJ>::::2:zS:zs:
~ 0 ~oN
Uo eo~GO
ON -r--r-N
...J I I .
I:-r-N('f)-.:tLOeoI'-OOO)O-r-N('f)
o "1"1"1"1 NNNN"I ('f)('f)('f)('f)
:;:;NNNNNNNNNNNNN
.s I:CCCCCCCCI:CCC
(/) 0000000000000
f~~~~~s~:a5~~~~~
U:U)OOU)U)U)OOU)U)U)U)U)U)U)
-r- T"" -r-
ON-.:t
N-r-CO
-r-NN
I I I
Q)
~Q)~"": g
<t:J::-c~ t
-c.......CU 0
CCQ)-eajZ
CUCU.s=Q)>-C
~:g3:-c<(C
,~, Q) E C E ~
I::::2E4::~<<i~
u.i ll..
GOZOOWlOOO
mNNOcoLO
('f)OOLOOCO
('f)NLO-.:tCO-r-
I
lO
I'-
eo
~-~
~1-
~
o
o
o
I'-
-r-O
c;<)~
~
o
o
o
~~
~
LO
I'-
eo
-r-o
O)m
~I-
~
:e-
o
0..
L-
~
>.
CU
~
m
~
(j)e
Q)
DE
t
Zcu
~g-
1'-0
I Q)
~ii:
lE:-
o~
-5~
<<i:E
o..c
,~ CU
000
-r-
-r-
m
o
.
LL
a
LL
a::
('f)
LO
r--:
co
GO
o
-r-
LO
~
U)
Q)
<<i
"0
o
U)
U)
<t:
~
II)
Q)
c;;
cu
~
CU
i:O
N
Q)
E
cu
Z
L-
Q)
-c
:Q
m
~7
'--~COP\~
r-
"0
Q)
~
c:
'.;:J
c:
o
u
'" ~
<;t '" LI) <;t LI) m 0 <;t 00 0 '" ('oJ 1.O LI) ('oJ
E Q) '" 0 m '<:l: O'l m 00 <;t LI) m m O'l 1.O '" O'l
U '" ~ 00 00 O'l LI) <;t ('oJ LI) O'l 1.O ('oJ 00 1.O <;t
... ';:: 00 m 00 m m m m '" '" '" ~ ~ 0 ('oJ
i:i: ~
c.. LI) ('oJ 1.O <;t 0 <;t <;t O'l 1.O 00 <;t m 00 '" 0
IV "0 0' m' l.O' ('oJ' <;t' ",' LI)' 00' ('oJ' <;t' ",' LI)' m' ",' ('oJ'
.... Q) '" <;t <;t <;t <;t LI) <;t <;t <;t <;t <;t ('oJ '" <;t ~
0 )( ~
I- i:i:
V). V). V). V). V). V). V). V). V). V). V). V). V). V). V).
>- 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
.... Q) ~ ~ ~ ~ 0 0 0 0 0 0 0 0 0 0 0
c: U
IV c: 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
... IV IV '" '" '" '" '" '" '" '" '" '" '" '" '" '" '"
... ~ c ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~
IV c: Q) m' m' m' m' m' m' m' m' m' m' m' m' m' m' m'
3: c: ....
<( c:
.... IV
III
0 ~
c.. V). V). V). V). V). V). V). V). V). V). V). V). V). V). V).
Q) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
u
';:: ~ ~ ~ ~ 0 0 0 0 0 0 0 0 0 0 0
Q) c.. 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
.... >- <;t <;t <;t <;t <;t <;t <;t <;t <;t <;t <;t <;t <;t <;t <;t
Vi .... 1.O 1.O 1.O 1.O 1.O 1.O 1.O 1.O 1.O 1.O 1.O 1.O 1.O 1.O 1.O
I c: ('oJ' ('oJ' ('oJ' ('oJ' ('oJ' ('oJ' ('oJ' ('oJ' ('oJ' ('oJ' ('oJ' ('oJ' ('oJ' ('oJ' ('oJ'
c: IV
0 ...
...
IV
3: V). V). V). V). V). V). V). V). V). V). V). V). V). V). V).
<;t '" LI) <;t LI) m 0 <;t 00 0 '" ('oJ 1.O LI) ('oJ
c: '" ~ m '<:l: O'l m 00 '<:l: LI) m m O'l 1.O '" O'l
0 '" ~ 00 00 O'l LI) <;t ('oJ LI) O'l 1.O ('oJ 00 1.O <;t
'';::; * '" ('oJ '" ('oJ ('oJ ('oJ ('oJ 1.O 1.O 1.O 0 0 O'l ~ 0
IV Q) '" <;t 00 1.O ('oJ 1.O 1.O ~ 00 0 1.O LI) O'l O'l ('oJ
U <;t' ",' 0' l.O' 00' ~' O'l' m' l.O' O'l' ~' O'l' ",' ~' l.O'
IV ';::
.... c.. 1.O m <;t m m LI) m <;t m m <;t ~ 1.O <;t 0
III ~
c:
-
V). V). V). V). V). V). V). V). V). V). V). V). V). V). V).
.....
- .....
c: 0
0 0..
..... .....
l"Cl <(
.....
Vl Q) >-
>
Q) ';;: l"Cl
..... ;$
u... 0 W W
- ..... W W > ...: c:
l"Cl Q) ...: > > <( 0
..... ..... ..... 0 <( <( > 0 ..... .....
..... Q) c: <( -c ..... Q)
c: Q) Q) - l"Cl -c l"Cl ~ 0 Q)
Q) ..... U ..... - Vl .....; c: c: Q) ..0 W Z ..... .....
U ..... Q) l"Cl 0 ..... c:
LI) - Q) -c 0:: Vl l"Cl l"Cl ..c: ..... > Vl Q)
..c: l"Cl ..... c: ..c: ..c: -c ~ Q) <( -c 0 E
..... ,~ ..... Q) - ';;: -c c:
Vl ..... Vl Q) ..... ,~ 0 c: E l"Cl
O'l -c ~ 0 0 Q) ..... .....
"0 Q) ill <;t I ~ ..... l"Cl - Q) Z .....
III ..... <( > l"Cl
C m ;$ ~ ;$ u.i l"Cl ....J 0 0..
Z Z C-
O ill ;$ Z vi u.i vi ~ Q)
'';::; ~ ~ ~ 0 0 00 LI) '" 0
IV 0 0 ('oJ <;t <;t ('oJ ('oJ O'l ('oJ ('oJ 0 1.O LI) I Q)
U 0 ('oJ ~ 1.O 1.O O'l 00 m 0 0 LI) 0 1.O Q)
0 ('oJ ~ ('oJ ('oJ ~ ~ ('oJ m ('oJ LI) <;t 1.O ~ .....
u .-
....I I I I I , , I I I I I I I i: u...
c: ~ ('oJ m <;t LI) 1.O '" 00 O'l 0 ~ ('oJ m Q)
0 ('oJ ('oJ ('oJ ('oJ ('oJ ('oJ ('oJ ('oJ ('oJ m m m m 0 ~
'';::; ('oJ ('oJ ('oJ ('oJ ('oJ ('oJ ('oJ ('oJ ('oJ ('oJ ('oJ ('oJ ('oJ ..c: c:
IV c: c: c: c: c: c: c: c: c: c: c: c: c: u l"Cl
.... ..... ~
\I) 0 0 0 0 0 0 0 0 ,Q ,Q ,Q ,Q 0 l"Cl
Q) '.;:J '.;:J '.;:J '.;:J '.;:J '.;:J '.;:J ..... ..... ..... ..... ..... '.;:J 0.. c:
... l"Cl l"Cl l"Cl l"Cl l"Cl l"Cl l"Cl l"Cl l"Cl l"Cl l"Cl l"Cl l"Cl Vl
..... ..... ..... ..... ..... ..... ..... ..... ..... ..... ..... ..... ..... 0 l"Cl
LL. Vl Vl Vl Vl Vl Vl Vl Vl Vl Vl Vl Vl Vl Vl
E
.....
o
u...
Q)
u
';;:
C-
~
~
" I
\- O'l
0
~ ,
u...
c:f
'J' u...
--' 0::
('oJ ~
1.O b.O
('oJ '\i' c:
1.O ~ .....
1.O .....
('oJ' Q)
O'l c: l"Cl
'" 0 Q)
'.;:J ..c:
V). l"Cl .....
..... '+-
Vl 0
.....
Q) c:
~ Q)
c: E
l"Cl
~ Q)
u
c: l"Cl
-c l"Cl 0..
Vl Q) Vl Q)
..... .....
Q) 'Vi Q)
..... ..c:
l"Cl Q) ..... ~
'u -c '+-
Vl
0 Vl l"Cl l"Cl
Vl l"Cl ..c:
Vl ..c:
<( Q) u .....
o2S ..... ~ '~
:~ Vl
Vl vi' -c
..... Q)
..... 0 c:
Q) Q)
..... ..c: 0 u
Vl u '.;:J 0 l"Cl
l"Cl ~ l"Cl ..... LI)
~ E ..... 0.. vi ('oJ
Vl
0 c:
Vl Q) ..... .~
l"Cl E ..c: Vl
Q) ..... 0 Vl Q)
E c: Vl ~ -c
Q)
l"Cl E oil ..... c:
Z Q) c: 0 0
..... ..... c: '.;:J
Q) 0.. ..c: Vl l"Cl
E .....
-c ,~ Q) Vl
-c 0 Q)
c:c c: -c -c ..c:
l"Cl c: >- .....
U l"Cl ..... Q)
>- 0 U c:
..... <.::
U -c Q)
~ ..c: Q)
Q) ..... .....
l"Cl
..c: b.O ~ 0
..... .....
-c c: W >-
c: '';::; Vl .....
l"Cl ..... ~ U
Q)
E l"Cl ..... Q)
0 ..c:
Q) '+- .....
..... l"Cl Q)
Vl ..c:
>- '+- ..0 .~
Vl 0 l"Cl ~
..... .....
l"Cl c: l"Cl ~
~ Q) > .....
-c E l"Cl 0
0 Q) ..... ~
E u c:
l"Cl Q)
l"Cl 0.. E ~
Vl Q) 0.. Vl
..... ~ .....
E Q)
~ C" .....
Q) '+- Q) Vl
..... ..... l"Cl
Vl l"Cl ~
>- Q)
Vl Vl ~
..... l"Cl M
c: u
Q) Q) c:
I 0..
..... ;:;::: Vl .....
Vl Q) ..c:
..... ..... b.O .~
u... b.O c:
Q) c: ~ -c
Vl
..c: u 'x c:
f- ';;: Q) l"Cl
Q) 0.. ,Q
Vl Q)
..... > -c
0 ..c: l"Cl ~
Z f- ..c: l"Cl
d. Other Forms
1. RFQ Annual Purchase Order
11. RFQ Subcontractor's List
111. RFQ Non-Collusion Affidavit
IV. Masters Bid Bond
v. Manufacturers Limited Warranty
Masters & Associates/Westnet
RFQ F -09-11 Response
City of San Bernardino
ANNUAL PURCHASE ORDER
Effective on or about October 1,2009 through June 30, 2010 plus three (3) single-year
renewal options for City's requirements,
Option year one if exercised, shall be effective July 1, 2010 through June 30, 2011.
Option year two if exercised, shall be effective July 1,2011 through June 30, 2012.
Option year three if exercised, shall be effective July 1, 2012 through June 30, 2013.
Actual option year pricing shall be negotiated with the successful Bidder(s) prior to
exercising of any given option year. Option years shall become effective only upon
issuance by the City of a duly authorized Purchase Order.
Are there any other additional or incidental costs that will be required by your firm
in order to meet the requirements of the Technical Specifications? Yes / ~
(circle one). If you answered "Yes", please provide detail of said additional cost.
Please indicate any elements of the Technical Specifications that cannot be met
by your firm...../'!
r' if? /')€!./
Have you included in your Bid all informational items and forms as requested?
G / No . (circle one). If you answered "No", please explain:
This offer shall remain firm for 120 days from RFQ close date.
Terms and conditions as set forth in this RFQ apply to this Bid.
Cash discount allowable %
terms are: Net thirty (30) days.
days; unless otherwise stated, payment
In signing this Bid, Bidder(s) warrants that all certifications and documents
requested herein are attached and properly completed and signed.
From time to time, the City may issue one or more addenda to this RFQ. Below,
please indicate all Addenda to this RFQ received by your firm, and the date said
Addenda was/were received.
26
Verification of Addenda Received
Addenda No: J
Addenda No: ~
Addenda No: 3
Received on: '51i. 7(~
Received on: "/.;7 'l!!)Pf
Received on: (,q /4 (()cr
~~
AUTHORIZED SIGNATURE:
PRINT SIGNER'S NAME AND TITLE: ,v\, ~ ~ l't /.l Q L,. ,l< \ M)\e'{ C F D
_b (, II tJ1
w M fV\A~Tftts + J4~5o c l;/lt5 I~C.
.
L(., 0 I ,Ai ~ if. 14 C 4- :ir I Z b
~ .'l..i2 ,) l L.r i) N. 'i)C 7 ~ 6 0 ~
PHONE: "/ (,'1 >,~ 'Lf~t> b FAX: lot" r '-8. L('}-z.:>
EMAIL: "', l<C <c&. .w}ASTtIl S" ~ S>\)C L'fTVS.1' \;) ~
DATE SIGNED:
COMPANY NAME & ADDRESS:
IF SUBMITTING A "NO BIO", PLEASE STATE REASON (S) BELOW:
27
SUBCONTRACTOR'S LIST
As required by California State Law, the General Contractor bidding will
hereinafter state the subcontractor who will be the subcontractor on the job for
each particular trade or subdivision of the work in an amount in excess of one-
half of one percent of the General Contractor's total bid and will state the firm
name and principal location of the mill, shop, or office of each. If a General
Contractor fails to specify a subcontractor, or if he specifies more than one
subcontractor for the same portion of work to be performed under the contract in
excess of one-half of one percent, he agrees that he is fully qualified to perform
that portion himself and that he shall perform that portion himself.
~
DIVISION OF NAME OF FIRM OR LOCATION
WORK OR CONTRACTOR CITY
TRADE
. nQ~~ ~I-ec.t- (j . '- ch,,,tI ft,Us . r JtJ..
Lice~ 6-
8S7 IttJ I
* .p')ssibl ~ CQntr't;)c~.
~
~
Signature of Bidder
REJECTION OF BIDS
The undersigned agrees that the City of San Bernardino reserves the right to
reject any or all bids, and reserves the right to waive informalities in a bid or bids
not affected by law, if to do seems to best serve the public interest.
28
NON - COLLUSION AFFIDAVIT
TO: THE COMMON COUNCIL, CITY OF SAN BERNARDINO
In accordance with Title 23, United States Code, Section 112, the undersigned
hereby states, under penalty of perjury:
That he/she has not, either directly or indirectly, entered into any agreement,
participated in any collusion, or otherwise taken action in restraint of free
competitive Bid in connection with RFQ F-09-11.
Business Name U;<< M~ ~Ien~ H,Jb~'oC'ofTRS I~C
I ·
Business Address , (p () 1 L.J" LL~ dt? ;(:{ IT i) C ~ '~ouro~ 11"}\. 7,aOb
Signature of Bidder(S)~ ./
D a4 L (p;')) C f) 'vi J'r '1 L r e XA 5>
Place of Residence
Subscribed and sworn before me this / 1.1- h day of 0 U-{J e , 20Qj
Notary Public in and for the County of ~ { { G.S , State of
-€alifernia.
1e..)I,.QS,
My commission expires 3- '7 - 2010 ,20_
~~.!~ MICHELLE LINDSEY
{:f'.A;. '*1 NOTARY PUBLIC STATE OF TEXAS
\;;",~.1J!i(/"1 c__..:
~'f"~9 03-07 -2010
....~.....
29
~J~Arch Insurance
~'( ~ Company
a member of Arch Insurance Group
BID BOND
KNOW ALL MEN BY THESE PRESENTS,
That we, WM Masters and Associates. Inc.
as Principal, hereinafter called the Principal, and. Arch Insurance Company
, a corporation duly organized under the laws of the State
Of Missouri, hereinafter called the Surety, are held and firmly bound unto City of San Bernardino
as Obligee, hereinafter called the Obligee, in the sum of Ten Percent of the Greatest Amount Bid
Dollars ($ 10% GAB ),
for the payment of which sum well and truly to be made, the said Principal and the said Surety, bind ourselves, our
heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents.
WHEREAS, the Principal has submitted a bid for
Fire Station Control System RFQ F-09-11
NOW, THEREFORE, if the Obligee shall accept the bid of the Principal and the Principal shall enter into a
Contract with the Obligee in accordance with the terms of such bid, and give such bond or bonds as may be
specified in the bidding or Contract Documents with good and sufficient surety for the faithful performance of
such Contract and for the prompt payment of labor and material furnished in the prosecution thereof, or in the
event of the failure of the Principal to enter such Contract and give such bond or bonds, if the Principal shall pay
to the Obligee the difference not to exceed the penalty hereof between the amount specified in said bid and such
larger amount for which the Obligee may in good faith contract with another party to perform the Work covered by
said bid, then this obligation shall be null and void, otherwise to remain in full force and effect.
j6th day of June ,2009
WM Masters and Associates. Inc.
(Principal)
~ - 77 c...,--: 0
(Title) ,
I '
(Seal)
\. ;
Arch Insurance Com an
'. ~
(Surety)
(Seal)
Printed in cooperation with the American Institute of Architects (AlA). The language in this document
conforms exactly to the language used in AlA Document A310, February, 1970 edition.
POWER OF ATTORNEY
Know All Men By These Presents:
That the Arch Insurance Company, a corporation organized and existing under the laws of the State of Missouri, having its
principal office in Kansas City, Missouri (hereinafter referred to as the "Company") does hereby appoint
Holly Hart, John Ward, Eva Limmer, Douglas Moore, Emily Mikeska and Jerry Kiker of Dallas, TX (EACH)
its true and lawfuIAttonl~y(sJ-in-Fact, to make, execute, seal, and deliver from the date of issuance of this power for and
on its behalf as surety, and as its aCt and deed:
Any and all bonds and undertakings
EXCEPTION: NO AUTHORITY is granted to make, execute, seal and deliver bonds or undertakings that guarantee the
payment or collection of any promissory note, check, draft or letter of credit.
This authority does not permit the same obligation to be split into two or more bonds in order to bring each such bond
within the dollar limit of authority as set forth herein.
The Company may revoke this appointment at any time.
The execution of such bonds and undertakings in pursuance. of these presents'shall be as binding upon the said
Company as fully and amply to all intents and purposes, as if the same had b,een duly executed and acknowledged by its
regularly elected officers at its principal office in Kansas City, Missoud. . . .
This Power of Attorney is executed by authority of resolutions adopted by unanimous consent of the Board of Directors of
the Company on March 3, 2003, true and accurate copies of which are hereinafter set forth and are hereby certified to by
the undersigned Secretary as being in full force and effect:
''VOTED, That the Chairman of the Board, the President, or any Vice President, or their appointees designated in writing
and filed with the Secretary, or the Secretary shall have the power and authority to appoint agents and attorneys-in-fact,
and to authorize them to execute on behalf of the Company, and attach the seal of the Company thereto, bonds and
undertakings, recognizances, contracts of indemnity and other writings, obligatory in the nature thereof, and any such
officers of the Company may appoint agents for acceptance of process."
This Power of Attorney is signed, sealed and certified by facsimile under and by authority of the following resolution
adopted by the unanimous consent of the Board of Directors of the Company on March 3, 2003:
VOTED, That the signature of the Chairman of the Board, the President, or any Vice President, or their appointees
designated in writing and filed with the Secretary, and the signature of the Secretary, the seal of the Company, and
certifications by the Secretary, may be affixed by facsimile on any power of attorney or bond executed pursuant to the
resolution adopted by the Board of Directors on March 3, 2003, and any such power so executed, sealed and certified
with respect to any bond or undertaking to which it is attached, shall continue to be valid and binding upon the Company.
OOML0013 00 03 03
Page 1 of 2
Printed in U.S.A.
In Testimony Whereof, the Company has caused this instrument to be signed and its corporate seal to be affixed by their
authorized officers, this 4th day of December . 20~.
Arch Insurance Company
Attested and Certified
STATE OF PENNSYLVANIA SS
COUNTY OF PHILADELPHIA SS
I, Brian C. Kuhn, a ~Jotari Public. do hereby certify that ~,,1artin J. Nilsen and J. ~,,1ichaef Pete personaHy kno\A/n to'. me to be
the same persons whose names are respectively as Secretary and Vice President of the Arch Insurance Company. a
Corporation organized and existing under the laws of the State of Mis$ouri. subscribed to the foregoing instrument.
appeared before me this day in person and severally acknowledged that they being thereunto duly authorized signed,
sealed with the corporate seal and delivered the said instrument as the free and voluntary act of said corporation and as
their own free and voluntary acts for the uses and purposes therein set forth.
c:::::----.
~----~~
Brian C. Kuhn. Notary Public
My commission expires 12-06-2011
COMMONWEALTIi OF PENNSYLVAMA
NOTARIAL SEAL
Brian C. Kuhn, Notary Public
City of Philadelpbis., Philadelphia County
MY cOlllll1i~sion expir~ [)ecem!l~ ~~.ZQl J
CERIl.EICAIIQM
I. Martin J. Nilsen. Secretary of the Arch Insurance Company. do hereby certify that the attached Power of Attorney 'dated
np.r.p.mhp.r 4 ?OOR on behalf of the person(s) as listed above is a true and correct copy and that the same has been
in full force and effect since the date thereof and is in full force and effect on the date of this certificate; and I do further
certify that the said J. Michael Pete, who executed the Power of Attorney as Vice President, was on the date of execution
of the attached Power of Attorney the duly elected Vice President of the Arch . Insurance Company.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corpor
Company on this 16th day of Jw,,::; ,20_. 09
This Power of Attorney limits the acts of those named therein to the bonds and undertakings specifically named therein
and they have no authority to bind the Company except in the manner ~lOd to the extent herein stated.
PLEASE SEND ALL CLAIM INQUIRIES RELATING TO THIS BONO TO THE FOLLOWING ADDRESS:
Arch Surety
3 Parkway, Ste. 1500
Philadelphia, PA 19102
00ML0013 00 03 03
Page 2 of 2
Printed in U.S.A.
,~<~
'"V\
ARCH Insurance Company
ARCH Surety
IMPORTANT NOTICE
To obtain information or make a complaint:
You may contact your agent at the telephone number provided on the Declarations page
of your policy.
You may Arch Insurance Company, at the toll-free telephone number or address
provided below:
Arch Insurance Company
Attention: Mike Pete
3 Parkway Suite 1500
Philadelphia PA 19102
1-866-472-8845
PREMIUM OR CLAIM DISPUTES:
Should you have a dispute concerning your premium or about a claim you should contact the
agent or the company first.
ATTACH THIS NOTICE TO YOUR POLICY:
This notice is for information only and does not become a part or condition of the attached
document.
(Ed. 4/03)
Printed in U.S.A.
WESTNET, INC.
ST ANDARD LIMITED WARRANTY
1. Westnet, Inc. ("Westnet') is providing its "Limited Warranty" covering the First-In products,
parts, components and system being purchased by Customer under this Agreement (collectively, the
"Products") as set forth in this Paragraph I. This warranty begins upon first beneficial use of the Product
by the Customer or when Westnet completes the installation, whichever occurs first.
A. Westnet warrants exclusively to Customer that each Product sold hereunder will be free from
defects in material and workmanship for a period of one (I) year from the date of deli very of the
Product to Customer or, if installation is performed by Westnet or a subcontractor of Westnet,
from the date of installation. If Westnet or a subcontractor of Westnet performs the installation,
such installation service will be deemed to be part of the Product for purposes of this Limited
Warranty and Westnet's liabilities under this Agreement. Any parts and cabling used in the
installation of a Product are not covered by this Limited Warranty unless Westnet (and not
Customer or a third party installation company) performs the complete installation. Any Product
claimed by Customer to violate this Limited Warranty must be returned to Westnet's designated
service center at the expense of Customer, provided that Westnet will first be given the
opportunity, at its option and expense, to inspect the Product in its installed location and may
elect to waive such return. Westnet will perform all warranty work at its service location only
and not at the Customer's location, unless Westnet agrees, in its sole discretion, to undertake the
warranty work at Customer's location. Westnet's sole obligation and Customer's exclusive
remedy for any breach of this Limited Warranty will be the repair or replacement, at Westnet's
option, of the defective Product. Any replacement or repaired Product will be covered by this
Limited Warranty only for the remainder of the original warranty period. Any replacement or
repaired Product may be made with new or reconditioned components and will be shipped to
Customer at the expense of Westnet. Any replaced Product becomes the property of Westnet. If
Westnet determines that such repair or replacement is not economical or feasible or such remedy
fails of its essential purpose, Customer's exclusive alternate remedy and Westnet's sole obligation
for any breach of this Limited Warranty will be the return to Customer of the purchase price paid
to Westnet for the Product, provided Customer has returned the Product to Westnet.
B. This Limited Warranty applies only if Westnet's testing and examination of the Product discloses
that the alleged defect or malfunction of the Product exists and was not caused by Customer's or
any third person's misuse, negligence, improper installation or testing, or unauthorized attempts
to open, repair or modify the Product, or by accident, fire, water, lightening, power cuts or
outages, power or telephone line transients, other hazards, or acts of God, or by any other cause
beyond the range of intended use in accordance with the Product's normal usage and Westnet's
published instructions. This Limited Warranty will apply only if Customer notifies West net of
the defect in writing not more than one (I) year after its delivery to Customer. This Limited
Warranty does not cover physical damage to the surface of the Product after its delivery to
Customer, including cracks or scratches on the LCD or outside casing. This Limited Warranty
does not apply when the malfunction results from the use of this Product in conjunction with
other products, or ancillary or peripheral equipment, and Westnet determines there is no fault
with the Product itself. This Limited Warranty does not apply to any defect or malfunction of the
Product due to any communications software or device Customer may use with the Product.
Customer will promptly inspect all Products delivered to it. Any claim against Westnet under this
Limited Warranty or otherwise for damages to or defects in the delivered Products that are
observable in a reasonable visual inspection will be deemed waived unless the claim is made in
writing to Westnet within thirty (30) days after such delivery.
C. EXCEPT FOR THIS EXPRESS LIMITED WARRANTY AND WESTNET'S STATUTORY
WARRANTY OF GOOD TITLE, WESTNET MAKES NO WARRANTIES OR
REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE,
REGARDING THE PRODUCTS COVERED HEREBY, INCLUDING (WITHOUT
LIMITATION) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE. WITH
DESCRIPTION, OR (SUBJECT TO PARAGRAPH 4) NONINFRINGEMENT OF PATENTS
OR OTHER PROPRIETARY RIGHTS. NO EMPLOYEE, AGENT OR REPRESENT A TIVE
OF WESTNET IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY
ON BEHALF OF WESTNET RELATING TO THE PRODUCTS EXCEPT TO THE EXTENT
SPECIFICALLY STATED HEREIN. WESTNET NEITHER ASSUMES NOR AUTHORIZES
ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION
WITH THE SALE, INSTALLATION, MAINTENANCE OR USE OF THE PRODUCTS.
2. LIMITS ON LIABILITY. EXCEPT AS EXPRESSLY PROVIDED IN PARAGRAPHS I AND 4, IN
NO EVENT, WHETHER BASED ON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE,
STRICT LIABILITY IN TORT OR ANY OTHER LEGAL THEORY, (A) WILL WESTNET BE LIABLE
FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR COST OF
COVER ARISING OUT OF CUSTOMER'S SELECTION, ORDERING, PURCHASE, USE, RESALE OR
DISTRIBUTION OF THE PRODUCTS COVERED HEREBY, OR OTHERWISE, EVEN IF WESTNET
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR (B) WILL WESTNET'S
TOTAL LIABILITY TO CUSTOMER AND ANY THIRD PARTIES WITH RESPECT TO ANY
SPECIFIC PRODUCT AND ANY RELATED SERVICES EXCEED THE PURCHASE PRICE TO
WESTNET FOR THAT PRODUCT AND SUCH SERVICES. SUCH DAMAGES THAT WESTNET
WILL NOT BE LIABLE FOR INCLUDE, BUT ARE NOT LIMITED TO: LOSS OF PROFITS, SAVINGS
OR REVENUE; LOSS OF USE OF A PRODUCT OR ANY ASSOCIATED EQUIPMENT; COST OF
CAPITAL; COST OF ANY SUBSTITUTE GOODS, EQUIPMENT, FACILITIES OR SERVICES;
DOWNTIME; AND, EXCEPT AS PROVIDED IN PARAGRAPH 4, THE CLAIMS OF THIRD PARTIES
INCLUDING CUSTOMER'S EMPLOYEES OR AGENTS AND ANY PERSONS TO WHOM
CUSTOMER PROVIDES SERVICES.
3. FORCE MAJEURE, SHORTAGES AND OFFSETS. West net will not be liable for loss or
damage of any kind resulting from any delay in delivery or failure to supply ordered Products or
otherwise carry out its obligations under this Agreement due to causes beyond its reasonable control, and
no such event will relieve Customer of its obligations to make payments for other deliveries made when
due under this Agreement. Such causes may include, but shall not be limited to, acts of God, the
elements, acts or omissions of Customer, carriers, suppliers to Westnet or civil or military authorities,
fires, labor disputes and other inabilities of Westnet to obtain necessary labor, materials or supplies from
usual sources. If temporarily excused from performance under this Agreement by any such
circumstances, Westnet shall resume its performance as soon as is reasonably feasible. Westnet reserves
the right, in its sole judgment and without liability to Customer, reasonably to allocate its available
production capacity and Product inventories as may be necessary or equitable in the event of any
shortages of production capacity or Products at any time. Westnet may offset against any amounts owed
by Westnet to Customer under this Agreement or otherwise any credits or amounts that are owed by
Customer to Westnet under this Agreement or otherwise.
2
4. INFRINGEMENT. Westnet agrees to defend Customer against, and pay any damages awarded
against Customer and direct expenses, including attorneys' fees, reasonably incurred by Customer (but
excluding any lost revenues, lost profits or other consequential economic damages of Customer) as a
result of, any action brought against Customer, if and to the extent the action is based on a valid claim that
any Product delivered to Customer under this Agreement infringes another person's patent, copyright,
trade secret or trademark. Westnet's obligations under this paragraph will be conditioned upon Customer
promptly notifying Westnet in writing of the existence of any such action, giving Westnet full authority to
conduct the defense and settlement of the action, at Westnet's expense and with counsel of Westnet's
selection, and cooperating fully with Westnet and such counsel. If any Product becomes, or in Westnet's
opinion is likely to become, the subject of an action for such infringement, Westnet may procure for
Customer the right to continue using the Product or replace or modify it to make it non infringing,
provided such replacement or modification does not affect the performance or value of the Product to
Customer in a materially adverse manner. Alternatively, Westnet may return to Customer the purchase
price paid to Westnet for such Product and Customer shall return the Product to Westnet at Westnet's
expense. Westnet will not have liability for, and Customer will defend Westnet against, and pay any
damages awarded against Westnet and direct expenses, including attorneys' fees, reasonably incurred by
Westnet (but excluding any lost revenues, lost profits or other consequential economic damages of
Westnet) as a result of, any action is brought against Customer or Westnet, if and to the extent that the
action is based on a valid claim that Westnet's compliance with Customer's design or specifications for a
Product or Customer's use or combination of the Product with any material or process not acquired from
Westnet (if the infringement would not have resulted from use of the Product without such material or
process) infringes another person's patent, copyright, trade secret or trademark. The foregoing states
Westnet's entire liability with respect to any infringement of patents, copyrights, trade secrets, trademarks
or other proprietary rights relating to the Products.
5. INDEMNIFICA TION. Subject to Paragraphs I and 4, Customer agrees to indemnify, defend
and hold harmless Westnet against and from any claims, damages, losses, expenses (including attorneys'
fees) and liabilities incurred by Westnet as a result of acts or omissions of Customer and its affiliates,
employees or subcontractors or in connection with Customer's installation or use of a Product or its other
activities.
6. GOVERNING LAW. This Agreement will be governed by the laws of the State of California,
U.S.A., excluding their conflicts of laws principles. The United Nations Convention of Contracts for the
International Sale of Goods is hereby excluded in its entirety from application to this Agreement.
7. SEVERABILITY. Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall be ineffective to the extent of such prohibition or unenforceability without invalidating
any other provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.
3
IV. Appendices
Appendix 1 - Westnet First-In Fire Station Alerting System Catalog
Appendix 2 - Fox News Story on First-In Alerting Systems
Appendix 3 - Washington Post Article on First-In Alerting Systems
Masters & Associates/Westnet
RFQ F -09-11 Response
City of San Bernardino
The Less-Alarming Wake-Up
Page 1 of 3
washingtonpost.com
The Less-Alarming Wake-Up
Turning Down Decibels Hcalthier for Firefightcrs
By Daniela Deane
Washington Post Staff Writer
Monday, March 10,2008; BOl
APPENDIX 3
Jesus Escobedo is nodding ofT atop his Batman sheets when the little red lights flip on, casting a low
light across his face. A woman's voice informs him gently, almost seductively, that it's time to get up.
An alert is going out because an elderly nursing home patient is on the edge of death.
"Engine, medic, altered level of consciousness, " the voice tells the Arlington County firefighter as he
jumps out of his bed at the Ballston firehouse. In a matter of minutes, Escobedo is dressed and hurtling
down Carlin Springs Road toward the nursing home.
"One minute you're sleeping, and the next minute you're going 50 miles an hour," said Escobedo, 27,
sitting in the firetruck, sirens blaring, on his way to the 911 call last week. "And it can happen several
times a night. It's a lot better when the waking up part is a little bit nicer."
A firefighter's job can be very stressful, involving long shifts, emotionally draining work and a response
time measured in seconds, often many times a night. To reduce the cumulative stress on their 315
firefighters and paramedics, Arlington was one of the first jurisdictions in the Washington region to
install kinder, gentler wake-up calls in its 10 firehouses.
"Before we put this in, fluorescent lights would snap on overhead, lighting up the whole place, and there
would be this loud, shrill, rapid-fire beeping," said Capt. Randy Higgins, an Arlington firefighter for 24
years and Escobedo's shift supervisor. "You'd go from sound asleep to your heart beating wildly in your
throat several times a night."
The consequences can be alarming.
Cardiac arrest -- not fighting fires -- is the leading eause of death among the estimated 300,000 full-time
firefighters throughout the eountry, said Patrick Morrison of the International Association of Fire
Fighters. Morrison, assistant in charge of education and training at the union, said that more than 50
firefighters die each year of heart attacks.
"The big thing we're seeing is that loud, sudden sounds give them a huge adrenaline dump," he said.
"And the cumulative ctTect ofthat is contributing to early heart disease."
Morrison said studies have shown that heart rates more than double when firefighters, even the
youngest, most fit ones, are roused by loud sounds and lights. Arlington is at the forefront of a national
trend toward less jarring wake-up calls at firehouses, he said.
"When you go through that surge of adrenaline as many times as we do, it's worth making these kinds of
investments in a system that diminishes that effect just a little bit," Arlington Firc Chief James Schwartz
said.
Arlington installcd its system in 2004, just six months after the city of Manassas Park. Since then, Prince
mhtml:file:l/C:\Documents and Settings\kelly\Desktop\Articles\The Less-Alarming Wake-... 4/29/2009
The Less-Alarming Wake-Up
Page 2 of 3
William and StatTord counties have opted for the system, which is sold by several vendors.
Other local fire departments, including Fairfax, want to make the switch as they upgrade their facilities
or their budgets allow it.
With the economic downturn, it is unclear when funds will be approved for the county to install the
system in its 38 fire stations, Fairfax Battalion Chief Dean Cox said. "It's becoming the standard in the
Metro area," he said.
Besides a healthier wake-up, the system has other advantages.
It's targeted, so it alerts only the crew needed on a specific call, not everyone in the firehouse. And the
computer-activated system is faster, so it shaves important seconds off response time. The firefighters
are usually already running toward their vehicles by the time they hear where they're going.
"It might save them 10 to 15 seconds," said Carol Saulnier, Arlington's chief fire marshal. "That might
not seem like a lot, but it can really make the difference between life and death."
Arlington's average response time -- from the moment the dispatcher advises the firefighters to the time
they get to their destination -- is four minutes, which is better than the national standard. Arlington
firefighters and paramedics answered 24,215 emergency calls in 2007; Escobedo's station in Ballston
took 5,565 of those calls.
Schwartz gets excited about another feature of the system: the ability of one jurisdiction to directly
dispatch firefighters from another. That won't work until everyone is on the same page, though.
"Several times a day already, units from Fairfax run into Arlington to serve our citizens who dial 911 on
the west end of Columbia Pike, since the closest unit to a good deal of that portion of Arlington is in
Baileys Crossroads," said Schwartz. "When Fairfax comes online with the system, we will be able to
alert them from our own dispatch center, which could cut up to a couple minutes off our response time."
Schwartz said that "response time is everything" in the emergency services business. "If you're in
cardiac arrest, you need CPR within four minutes," he said.
A few decades ago, volunteer firefighters in many rural communities across the country would be roused
from beds in their own homes by loud wailing sirens that would wake up the whole area.
Then came the night-watch method of alert, where firefighters would take turns staying up to answer a
dispatcher's call on the phone and then wake up the rest of the team. Or one firefighter would sleep next
to the phone and have the responsibility of answering it and waking everyone up. After that, the radio-
based system with the loud, shrill beep-beep prevailed.
Still, in some fire departments in the country, every time there's a call, every fire station in the area gets
notified, according to the IAFF.
Escobedo, who's only worked with the new system, admits he's got the sultry woman's voice turned up
as high as it goes. He said he tends to be a heavy sleeper.
Is there any worry that it's all just a little too gentle?
mhtml:file://C:\Documents and Settings\kelly\Desktop\Articles\The Less-Alarming Wake-... 4/29/2009
The Less-Alarming Wake-Up
Page 3 of 3
"Nah," said Higgins. "There's a lot of peer pressure to get up quickly in this job. You don't want to be
the guy who slept through the alarm. You get called Rip Van Winkle and stuff like that. You never live
it down."
Post a Comment
ViE!w1,lHcQnllTIE!nts that have been posted about this article.
Comments that include profanity or personal attacks or other inappropriate comments or material will be removed from the site.
Additionally, entries that are unsigned or contain "signatures" by someone other than the actual author will be removed. Finally, we
will take steps to block users who violate any of our posting standards, terms of use or privacy policies or any other policies
governing this site. Please review the full rules governing commentaries and discussions. You are fully responsible for the content
that you post.
iQ 2008 The Washington Post Company
mhtml:file://C:\Doeuments and Settings\kelly\Desktop\Articles\The Less-Alarming Wake-... 4/29/2009
Attachment
"B"
TIBURftN
liburon, lnc
September 4, 2009
Mr. Michael Eckley
Public Safety Systems Manager
City of San Bernardino
300 North "D" Street "B" Building
San Bernardino, CA 92418
Subiect:
Enhancement Proposal (EP)-269585A: Westnet Fire Alertine: with RIC
Reference Ae:reement:
Agreement for Extended Services between the City of San Bernardino
and Tiburon, Inc. dated July 1, 1995.
Dear Mike:
Tiburon, Inc. is pleased to present the City of San Bernardino (hereinafter, "Client') with this
Enhancement Proposal for a interface from CADrri to the Westnet Fire Alerting System with the RIC.
(hereinafter, referred to as the "Proposal").
Scope Description and Responsibilities
The attached Exhibit 1, Statement of Work describes in detail each project task and associated completion
criteria and the responsibilities for each party.
Price Description
1) Proposal fIrm fIxed price: $ 31,512
2) The Tiburon Annual Maintenance Fee will increase by the following amount as a result of this
Proposal: Jill
3) This Proposal does not include any taxes levied by a government agency. Taxes, if applicable are the
sole responsibility of the Client.
Effective Date and Payment Schedule
1) The work described herein will be scheduled to commence at a mutually agreeable date after Client's
acceptance of this Proposal.
Mr. Michael Eckley
City of San Bernardino
Proposal- EP-269585A: Westnet Fire Alertimr with RlC
Page 2 of 3
2) Payment Schedule:
· 50%
· 50%
Upon Tiburon receipt of the signed acceptance of this Proposal.
Upon Client's final acceptance of the work performed hereunder.
3) Client's acceptance of this Proposal in the signature block provided below, authorizes Tiburon to
proceed with the work described herein and confirms funding will be obligated. Any requisite
contractual documents required by Client's purchasing procedures are the responsibility of the Client.
4) The terms and conditions of the Reference Agreement, Aereement for Extended Services between the
City of San Bernardino and Tiburon. Inc. dated Julv L 1995, and this Proposal prevail regardless of
any conflicting or additional terms and conditions on any Purchase Order or other correspondence.
Any contingencies or additional terms obtained on any Purchase Order are not binding upon Tiburon.
All Purchase Orders are subject to approval and acceptance by Tiburon.
5) This fixed price Proposal is valid through November 30 2009, unless otherwise modified by Tiburon
in writing prior to Client's acceptance.
The Remainder of this Page Intentionally Left Blank
Mr. Michael Eckley
City of San Bernardino
ProDosal- EP-269585A: Westnet Fire Alertintz with RlC
Page 3 of 3
Upon review and acceptance of this Proposal, please sign below and return the signed copy of the
Proposal to Jennine Weber via e-mail at www.Jennine.Wcber@tiburoninc.com or fax 510-217-6466. If
you have any questions or require further information, please contact me at your convenience.
Sincerely,
~1J~
Jennine Weber - Account Manager
Attachments:
Exhibit A: Statement of Work
By this signature, Client accepts this Proposal
Signature
Date
Printed Name / Title
Exhibit 1
StatelDentofVVork
Scope Description
Install, configure and test the Tiburon Westnet Fire Alerting interface, which enables CAD to send alert
sequences, at dispatching and backup time, to Westnet equipment at fire stations.
Tiburon Responsibilities
1) Install and configure the standard CADffi Westnet interface with the RIC for CADffi version 2.3.
2) Prepare internal design documents.
3) Modify the application per the "Scope Description."
4) Install the modified code in the client's test environment.
5) Correct any discrepancies in operation, based on the "Scope Description," post client testing.
6) Install the modified code in the client's production environment.
Client Responsibilities
1) Designate a person to be the principal point of contact for all technical questions and administrative
arrangements relating to this Enhancement Proposal.
2) Provide VPN access to Tiburon development personneL
3) Perform all coordination with Westnet.
4) Provide the Westnet devices for each fire station.
5) Provide and install network connectivity from the CAD server to the Westnet devices.
6) Enter and maintain the user defined alerting files used to control the activation relays.
7) Test the operation of the Fire Alerting System using Tiburon's Fire Station Alerting documentation.
8) Assist Tiburon in placing the Westnet Fire Alerting Interface into production.
(
Mr. Michael Eckley
City of San Bernardino
Proposal- EP-269585A: Westnet Fire Alerting: with RIC
Page 5 of 3
Completion Criteria
This work will be considered complete ten (10) business days after Tiburon has provided the Client with
written notification that the Westnet interface is ready for testing in the test system, or the Westnet
interface has been placed into production, whichever comes first. If Client does not confrrm completion
with a sign off letter presented by the Tiburon project manager within ten (10) business days of submittal
of such letter, or otherwise notifies Tiburon in writing why completion sign-off has not been provided any
final invoice(s) will be issued and will be payable in accordance with the payment terms of this
Enhancement Proposal.
Terms and Conditions
I) This work will be scheduled to commence at a mutually agreeable date after Enhancement Proposal
acceptance.
2) There are no Westnet products or services included in this Enhancement Proposal. The provision of
any necessary Westnet products or services is the responsibility of the City of San Bernardino.
3) The following are not included in this Enhancement Proposal:
· Training
. Documentation
. Hardware or third-party software
ATTACHMENT "c"
2009-363
PURCHASE AGREEMENT
This Purchase Agreement is entered into this 7th day of December , 2009 ,
by and between Masters and Associates/Westnet Inc. ("Vendor") and the City of San
Bernardino ("City" or "San Bernardino").
WITNESSETH:
WHEREAS, the Mayor and Common Council has determined that it is advantageous
and in the best interest of the City to contract for the purchase of a new fire station alerting
system for its Fire Department; and
WHEREAS, the City of San Bernardino did solicit and accept quotes from available
Vendors for bid proposal RFQ #F -09-11 for the purchase of a new fire station alerting system.
NOW, THEREFORE, the parties hereto agree as follows:
1. SCOPE OF SERVICES.
For the remuneration stipulated, San Bernardino hereby engages Vendor to provide the
materials, labor, and on-site warranty for the fire station alerting system installation at twelve
(12) fire stations and one (1) fire dispatch center per bid specification RFQ #F-09-11, attached
hereto and incorporated herein as Attachment "A".
2. COMPENSATION AND EXPENSES.
a. For the products and/or services delineated above, the City, upon presentation of an
invoice, shall pay the Vendor up to the amount of $491 ,424.41 for the installation of
the new fire station alerting system.
b. No other expenditures made by Vendor shall be reimbursed by City.
3. TERM; TERMINATION.
This purchase shall be completed within FY 09/10.
This Agreement may be terminated at any time by thirty (30) days' written notice by
either party. The terms of this Agreement shall remain in force unless mutually amended.
4. WARRANTY
Vendor expressly warrants that all products and services supplied to City by Vendor
under this Agreement shall conform to the specifications, drawings or other description upon
which this purchase is based, shall be fit and sufficient for the purpose intended, merchantable,
of good material and workmanship, free from defects and free and clear of all liens or
encumbrances. Inspection, testing, acceptance or use of the goods by the City shall not affect
Vendor's obligations under this warranty, and such warranty shall survive inspection, testing,
acceptance and use. Vendor agrees to replace or correct promptly defects of any goods or
services not conforming to the foregoing warranty without expense to the City, when notified
of such non-conformity by City. If Vendor fails to correct the defects in or replace non-
conforming goods or services promptly, City may, after reasonable notice to Vendor, make
such corrections or effect cover, or cure, at Vendor's expense. "Reasonable notice" for
purposes of this section shall not be deemed to require more than 60 calendars days notice
2009-363
before commencement of efforts by the City to effect cover or a cure except upon written
agreement of the Parties.
4.5. INDEMNITY.
Vendor agrees to and shall indemnify and hold the City, its elected officials, employees,
agents or representatives, free and harmless from all claims, actions, damages and liabilities of
any kind and nature arising from bodily injury, including death, or property damage, based or
asserted upon any actual or alleged act or omission of Vendor, its employees, agents, or
subcontractors, relating to or in any way connected with the accomplishment of the work or
performance of services under this Agreement, unless the bodily injury or property damage was
actually caused by the sole negligence of the City, its elected officials, employees, agents or
representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its
own expense, including attorney's fees, the City, its elected officials, employees, agents or
representatives from any and all legal actions based upon such actual or alleged acts or
omissions. Vendor hereby waives any and all rights to any types of express or implied
indemnity against the City, its elected officials, employees, agents or representatives, with
respect to third party claims against the Vendor relating to or in any way connected with the
accomplishment of the work or performance of services under this Agreement.
6. INSURANCE.
While not restricting or limiting the foregoing, during the term of this Agreement,
Vendor shall maintain in effect policies of comprehensive public, general and automobile
liability insurance, in the amount of $1 ,000,000.00 combined single limit, and shall file copies
of said policies with the City's Risk Manager prior to undertaking any work under this
Agreement. City shall be set forth as an additional named insured in each policy of insurance
provided hereunder. The Certificate of Insurance furnished to the City shall require the insurer
to notify City of any change or termination in the policy.
7. NON-DISCRIMINATION.
In the performance of this Agreement and in the hiring and recruitment of employees,
Vendor shall not engage in, nor permit its officers, employees or agents to engage in,
discrimination in employment of persons because of their race, religion, color, national origin,
ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or
sexual orientation, or any other status protected by law.
8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
Vendor warrants that it possesses or shall obtain, and maintain a business registration
certificate as required under Chapter 5 of the Municipal Code, and any other license, permits,
qualifications, insurance and approval of whatever nature that are legally required of Vendor to
practice its business or profession.
9. NOTICES.
Any notices to be given pursuant to this Agreement shall be deposited with the United
States Postal Service, postage prepaid and addressed as follows:
2009-363
TO THE City:
Fire Chief
200 East Third Street
San Bernardino, CA 92410
Telephone: (909)384-5286
TO THE Vendor:
Masters and Associates/Westnet, Inc.
1601 Wallace #120
Dallas, Texas 75005
Telephone: (866) 869-7100
10. ATTORNEYS' FEES
In the event that litigation is brought by any party in connection with this Agreement,
the prevailing party shall be entitled to recover from the opposing party all costs and expenses,
including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of
its rights or remedies hereunder or the enforcement of any of the terms, conditions or
provisions hereof. The costs, salary and expenses of the City Attorney and members of his
office in enforcing this Agreement on behalf of the City shall be considered as "attorneys' fees"
for the purposes of this paragraph.
11. ASSIGNMENT.
Vendor shall not voluntarily or by operation of law assign, transfer, sublet or encumber
all or any part of the Vendor's interest in this Agreement without City's prior written consent.
Any attempted assignment, transfer, subletting or encumbrance shall be void and shall
constitute a breach of this Agreement and cause for the termination of this Agreement.
Regardless of City's consent, no subletting or assignment shall release Vendor of Vendor's
obligation to perform all other obligations to be performed by Vendor hereunder for the term of
this Agreement.
12. VENUE.
The parties hereto agree that all actions or proceedings arising in connection with this
Agreement shall be tried and litigated either in the State courts located in the County of San
Bernardino, State of California or the U.S. District Court for the Central District of California,
Riverside Division. The aforementioned choice of venue is intended by the parties to be
mandatory and not permissive in nature.
13. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of California.
14. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding on and inure to the benefit of the parties to this
Agreement and their respective heirs, representatives, successors, and assigns.
15. HEADINGS.
The subject headings of the sections of this Agreement are included for the purposes of
convenience only and shall not affect the construction or the interpretation of any of its
prOVISIOns.
2009-363
16. SEVERABILITY.
If any provision of this Agreement is determined by a court of competent jurisdiction to
be invalid or unenforceable for any reason, such determination shall not affect the validity or
enforceability of the remaining terms and provisions hereof or of the offending provision in any
other circumstance, and the remaining provisions of this Agreement shall remain in full force
and effect.
17. REMEDIES; WAIVER.
All remedies available to either party for one or more breaches by the other party are
and shall be deemed cumulative and may be exercised separately or concurrently without
waiver of any other remedies. The failure of either party to act in the event of a breach of this
Agreement by the other shall not be deemed a waiver of such breach or a waiver of future
breaches, unless such waiver shall be in writing and signed by the party against whom
enforcement is sought.
18. ENTIRE AGREEMENT; MODIFICATION.
This Agreement constitutes the entire agreement and the understanding between the
parties, and supercedes any prior agreements and understandings relating to the subject manner
of this Agreement. This Agreement may be modified or amended only by a written instrument
executed by all parties to this Agreement.
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day
and date set forth below.
Dated:
Jilt(
,20~Q
VENDOR
By:~ ------?
...
Its: C. ~ J
Dated U.<c, I 7 , 2009
CITY OF SAN BERNARDINO
Approved as to Form:
James F. enman, City Attorney
/;
By:
2009-363
Attachment HAil
~
DISTRIBUTION -INSTALLATION
FIRST IN ALERTING SYSTEMS
1601 Wallace Drive, #120
Carrollton Texas 75006
September 28, 2009
Deborah R. Morrow, C.P.M., MPA
Purchasing Manager
City of San Bernardino
300 N. "0" Street
4th floor, Purchasing
San Bernardino, CA 92418
RE: Extension of Pricina Reaardina RFQ F-09-11 Fire Station Control SYStem
Dear Deborah:
WM Masters and Associates, Inc. and Westnet, Inc. provided the City of San Bernardino with
their joint response to the Fire Station Control System Request for Quotation on June 11,
2009.
Please let this letter serve as our extension of the pricing in the RFQ response through
December 31, 2009.
Masters & Westnet would like to thank you for the opportunity to offer the Westnet First-In
Fire Station Alerting System to the City of San Bernardino.
If you have any questions, please feel free to contact Dawn Matheny of Westnet at 714-841-
3000, as she is authorized to discuss this proposal on our behalf.
Sincerely,
~
~
Michael Kimrey
CFO
WM Masters and Associates, Inc.
WESTNET,INC.
16581 Burke Lane - Huntington Beach, CA 62647
(800) 807-1700 (714) 841-3000 (714) 841-3008 Fax
www.westnetsystems.com
WESTNETo
y",'"
Flrst.-ln Firo Sla!,on Ali2t1iflg Sys/ams II)
20;'"
2009-363
~
DISTRIBUTION -INSTALLATION
FIRST IN ALERTING SYSTEMS
1601 Wallace Drive, #120
Carrollton Texas 75006
Fire Station Alerting Materials and Labor Breakdown
On-Site
Station Number Materials Sales Tax Labor Warranty Total
221 $ 57,041.98 $ 5,133.78 $ 21,289.77 $ 2,640.00 $ 86,105.53
222 $ 13,647.86 $ 1,228.31 $ 7,365.06 $ 2,640.00 $ 24,881.23
223 $ 13,647.86 $ 1,228.31 $ 7,365.06 $ 2,640.00 $ 24,881.23
224 $ 49,581.46 $ 4,462.33 $ 19,596.73 $ 2,640.00 $ 76,280.52
225 $ 13,647.86 $ 1,228.31 $ 7,365.06 $ 2,640.00 $ 24,881.23
226 $ 25,381.76 $ 2,284.36 $ 10,903.89 $ 2,640.00 $ 41,210.01
227 $ 13,647.86 $ 1,228.31 $ 7,365.06 $ 2,640.00 $ 24,881.23
228 $ 14,427.44 $ 1,298.47 $ 7,976.88 $ 2,640.00 $ 26,342.79
229 $ 13,647.86 $ 1,228.31 $ 7,365.06 $ 2,640.00 $ 24,881.23
230 $ 13,647.86 $ 1,228.31 $ 7,365.06 $ 2,640.00 $ 24,881.23
231 $ 11,707.86 $ 1,053.71 $ 7,042.46 $ 2,640.00 $ 22,444.03
232 $ 12,372.84 $ 1,113.56 $ 7,304.12 $ 2,640.00 $ 23,430.52
Dispatch $ 31,575.00 $ 2,841.75 $ 7,500.00 $ 2,640.00 $ 44,556.75
$ 283,975.50 $ 25,557.82 $ 125,804.21 $ 34,320.00 $ 469,657.53
Masters Associates
12/03/09
~
..
(I)
c
..
C
0..(1)
u..E
0::.9-
..::s
t/)C"
Ow
0..0)
C
~
(I)
<C
c
o
;;
~
..
tJ)
(I)
~
u..
c
o
,-
..
~
..
tJ)
~
.c
-
.-
In
ns
-
o
I-
N
....
0)
N
..;t~..;t
....
....
(QM
M
2009-363
~N
N
....
ON
N
..;t
N
C"')
N
=It
....
o
000
o
00
o
N
....0
....
0....
M
o
o
-
C"')
N
=It
Q
C"')
N
=It
en
N
N
=It
....
o
000
o
00
....
....0
....
00
o
o
o
o
00
N
N
=It
"'-
N
N
=It
CD
N
N
=It
....
o
000
....
00
....
....0
....
00
o
o
o
It)
N
N
=It
....
o
000
00
....0
....
....
00
o
o
o
~
N
N
=It
....
N
000
....
ON
....0
....
00
o
o
o
C"')
N
N
=It
N
N
N
=It
....
o
000
....
00
....
....0
00
o
o
o
-
N
N
=It
....
C')
0<00
....
OC')
....
....0
N
....
00
o
o
o
o
000
....
00
....0
....
00
o
o
o
"<:T
....
N<O
....
....
"<:T
....
00
....
....
....
N;::~
o
000
....
00
....0
....
00
o
o
o
o
000
....
00
....0
....
00
o
o
o
o
....
N~C')
N
"<:TN
....
....
.... ....
LO
....
0....
....
N
C')
C (3 Q)Q>.... "*Ol ~ -5
o C .::; - ~ Q) - E "~ :J ~ :s:
'_-OC: Octl ~ oJ Ol ~ ..... >. ;>
o EQ) ctl ~Q)ctl (5 ctl en
~~O -Q>-Q)~ Q) -~~~ ~ 0 Q>~ g....
'i: ns.... -5, =0 ~ ~ en en~ Q) -5,.~ -0 c: Q) .::: en Q> 2 =0"00 Q> ~ Q) Q) Q)
U-Q) - - Q) .0-- -.... OC: u- _~ctl-OlC:~
In~- ='::;-E- ....=c:.::;O:JQ)~ -c:=z:Jctl=:J....Octl
oo~2c:2....0l<~<02:Jc:~"O~~~c:Q)2c:OQ)~"OQ)=Q)
~~ctlc:ctlOctlO~~:J~OctlOOSOo_S~=ctlo_~:JoE:J~
C~:2~enUenoenIOIoen:2Uen:2~~en~enenu~en<:2w~en
.!!l. .qo
ca It) ..... ON 0 N
- ..... N N
0
l-
N
C"') ..- 0 00 ..- .....
N
:r:t:
-
C"') ..- 0 00 ..- (Q
N
:r:t:
Q
C"') ..- 0 00 ..- .....
N
:r:t:
(7)
N ..- 0 00 ..- .....
N
:r:t:
CO
N ..- 0 00 ..- .....
N .....
:r:t:
....
N ..- 0 00 ..- .....
N
:r:t:
CD
N N 0 00 N N
N N
:r:t:
It)
N ..- 0 00 ..- .....
N
:r:t:
"lit (Q
N N 0 ON .qo
N (Q
:r:t:
C"')
N ..- 0 00 ..- .....
N
:r:t:
N
N ..- 0 00 ..- .....
N
:r:t:
-
N N ..- 00 I.C) 0
N .....
:r:t:
C .... ~ 0>
0 C Q) ::l t:: >.
E -0..... :;::;
~O ....O.c t:: .c
c.~ >.i= ~ ~.Q) ::l ~ = rI.l
'i: ca CIJ..... t::Q)-lEO ~ Q -
(J;;)ce 5 0 3l.~1: Q)~ .... .... ~
~ ..... .....
In t::Q)(/)-l0>.....C/) ~
CI) ;::.., a. .... -0 Q) .- ~ a... ..... ~ Q
a. ::l._ 0) t:: ._ Q ..... ~
C.c <(f->~O)~C/)::)~ rJ'J.
2009-363
2009-363
Attachment A
~
~
DISTRIBUTION -INSTALLATION
FIRST IN ALERTING SYSTEMS
1601 Wallace Drive, #120
Carrollton Texas 75006
..-(c:io
~~
June 11, 2009
Deborah R. Morrow, C.P.M., MPA
Purchasing Manager
City of San Bernardino
300 N. "D" Street
4th floor, Purchasing
San Bernardino, CA 92418
RE: RFQ F-09-11 Fire Station Control System
Dear Deborah:
Wm. Masters & Associates and Westnet, Inc. are pleased to provide the City of San
Bernardino with its joint response to the Fire Station Control System Request for Quotation.
Masters & Associates is the nationwide installer for the Westnet First-In Fire Station Alerting
System and provides state-of-the-art turnkey alerting solutions for fire departments
throughout the United States. We recognize that a new fire station alerting system is an
investment for your entire department, and as such, we look forward to providing you and the
City of San Bernardino the most advanced and dependable system available.
Westnet's First-In .A.!erting System can be incorporated into new or existing fire stations,
allowing for seamless future growth and citywide system uniformity. Westnet, Inc. is
headquartered in Huntington Beach, California vv'ith technical staff available fOi service and
maintenance calls on a 24 hour, 7 day a week basis.
Masters & Westnet would like to thank you for the opportunity to offer the Westnet First-In
Fire Station Alerting System to the City of San Bernardino.
Please feel free to contact me at 469-568-4900. You may also contact Dawn Matheny of
Westnet at 714-841-3000. She is authorized to discuss this proposal on our behalf.
Sincerely,
~~
Michael Kimrey
CFO
Masters & Associates
!i'fJJ!lf"""1rri'17~~~" ~'1'?""' '7
.FiRE !iTATIDIII ALERT/lllli !iYSTEMS
WESTNET,INC.
16581 Burke Lane - Huntington Beach, CA 62647
(800) 807-1700 (714) 841-3000 (714) 841-3008 Fax
www.westnetsystems.com
WESTNET.
T IV
Flrst~ln Fire Stafion Alerting SYS(f1ms lI'
2ER~
.3
~
~
~
t8t
~
~
.Kl
2
~
B
2009-363
Bid Documents to Be Returned
RFQ F.09.11
FIRE STATION CONTROL SYSTEM
E
Copy of Contractor License III Bid Content and Forms, General Specification #35, Instructions to Bidder(s) I
Bidders
~
Bidder Experience, Competency, Qualification and Profile (Vendor Document) III
Bid I Bid Content Forms
Non-Collusion Affidavit (City Form) Instructions to Bidder(s) I Bidders
Listing of Proposed Subcontractor (City Form) III Bid I Bid Content and Forms
Dri,..o I=t"'\rrn (('l'ty I=t"'\rrn \ Instructions to Bidders, III Bid Content and Forms
I I .,."... I 'VI III \......, I Villi J
Authorized Signatures Inst~ctions to Bidders
Bidder Identification III Bid Content and Forms
Addendum Received III Bid Content and Fonns
120 Day Bid Validity Statement III Bid Content and Forms
Authorized Signatures III Bid Content and Forms
References III Bid Content and Forms
Calendar Day Acknowledgment of Delivery of Materials or Services General
Specifications #9
Proper Identification and Submittal of Bid/Bid Package, and Price Form Instructions to
Bidders
Bidders are requested to submit this checklist completed with all bid documents.
3
2009-363
'lY -cr;\. _J_.
"rA..J.~
and
WESrItlEF, Inc.
City of San Bernardino
RFQ F-09-11
Fire Station Control Systems
Proposal Date: June 16, 2009
Wm. Masters & Associates, Inc.
1601 Wallace Drive, Suite #120
Dallas, TX 75005
Phone (866) 869-7100
2009-363
Masters & Associates is pleased to provide a turnkey proposal for a fire station control
system that meets the requirements listed in the City of San Bernardino Request for Proposal. Per
Section G.l of the RFQ, Masters is proposing the Westnet First-In Fire Station Alerting and
Control System. The First-In solution offers the San Bernardino Fire Department an advanced,
comprehensive alerting system that will improve fire station emergency notification and decrease
response time. The format of Masters' response is as follows:
Masters' Proposal Format
I. Masters/W estnet Discussion of the Proposed Turkey Solution
II. RFQ Technical Specification Point-by-Point Response
III. Bid Content and Forms
a. Bid Format and Content
b. Licenses and Certification Requirements
c. Cost and Price Forms
d. Other Forms
1. RFQ Annual Purchase Order
11. RFQ Subcontractor's List
Ill. RFQ Non-Collusion Affidavit
IV. Masters Bid Bond
v. Manufacturers Limited Warranty
IV. Appendices
Appendix 1 - Westnet First-In Fire Station Alerting System Catalog
Appendix 2 - Fox News Story on First-In Alerting Systems
Appendix 3 - Washington Post Article on First-In Alerting Systems
Masters & Associates would like to sincerely thank the City of San Bernardino and the
Fire Department for its consideration of the Westnet First-In Fire Station Alerting System.
Masters & AssociateslWestnet
RFQ F-09-11 Response
City of San Bernardino
2009-363
I - MASTERS / WESTNET DISCUSSION OF THE PROPOSED TURNKEY SOLUTION
1. SCOPE OF WORK
Fire Stations
To meet the specifications of this RFQ, Masters & Associates is proposing the Westnet First-In
Fire Station Alerting System solution as a complete replacement of the audio and alerting
lighting for all stations. Masters is also proposing to install a First-In Radio Interface Controller
(RIC) in dispatch to serve as a radio backup in the event that a network alert is unsuccessful.
Masters' turnkey solution includes equipment, installation, on-site training, as well as
manufacturer's on-site warranty, 24/7 toll-free technical support and year 2 maintenance.
The First-In System is modular allowing for the City to vary the extent of the equipment to be
installed in each station. The First-In System can also be integrated to work with existing station
equipment. Masters toured each station, and to meet the specification of this RFQ, Masters is
recommending the equipment in Table I for each location. Newer stations may not need all of
the equipment listed therein, and Masters and Westnet will work with the City in finalizing each
station design.
Westnet's First-In Fire Station Alerting System will utilize a primary communications path of a
data network and a secondary communications path of a voice radio system. The Fire Station
Alerting System will provide a variety of programmable alerting options (i.e. adjustable visual
indicators, various voice enunciators, customizable tones, etc.) through the use of such devices as
the Dorm Remotes, Satellight Controllers and other First-In Alerting Devices. These options will
be configurable by both location and area within the fire station.
The Fire Station Alerting System will be programmable to control activation of lighting systems
in specific areas of the fire stations, such as the hallways and sleeping areas, for the alerted
apparatus and/or personnel at the time of alert. This First-In feature helps maintain a level of
safety for responding personnel during nighttime hours and is achieved through the use of First-
In Zoning.
The Fire Station Alerting System will be capable of alerting different areas of a facility using
unique programmable identifiers such as audio or light, based on apparatus or incident type.
This will be accomplished through the use of the First-In Zoning feature.
Backup Activation in Dispatch
Masters is proposing a First-In Radio Interface Controller as a backup activation system in the
event that a network alert is unsuccessful (normally due to a temporary loss in the network
connection between the station and dispatch). The Tiburon CAD interface is tasked with
automatically sending the alert over the secondary communications path in event of a failed
network alert. The Radio Interface Controller is used by departments to provide automatic, high-
speed radio activation of the alerting system. This system is installed in dispatch and provides for
an automatic and instantaneous failover to the secondary communications path in the event the
primary communications path is unavailable.
2009-363
This proposal assumes that other than California sales tax, all goods and services are exempt
from all additional sales, use or any other type of taxes or government fees. The cost of the
Tiburon CAD interface for network activation of the First-In System is not included in this
proposal; however Westnet will provide toll-free technical and testing support to Tiburon at no
additional charge. This proposal also assumes that each station has outlets where needed for the
alerting system power.
2. STATEMENT OF SERVICES OFFERED
1. Equipment Installation - The installation of the First-In Fire Station Alerting equipment
will meet or exceed the standards specified in this RFP. Working with the City, Masters
will be responsible for all permit acquisitions (if applicable), installation, training and
maintenance of the equipment. It is customary that work done on city buildings is exempt
from that city's permit fees, and as such, Masters assumes that all permit fees will be
waived by the City.
2. Service and Maintenance - The Westnet Systems Group provides various levels of on-
site and technical support to all customers. Westnet offers full on-site support 24 hours a
day, 365 days a year. Headquartered in Huntington Beach, California, Westnet provides
rapid response to any malfunction of the system. The City must provide a VPN
connection to Westnet and the City will be responsible for all service of systems not
installed or maintained by Masters and Westnet (i.e. the CAD, dispatch consoles, network
equipment, and radio systems).
3. CAPABILITIES/QUALIFICATIONS OF MASTERS & ASSOCIATES
As Westnet's most experienced and only nationwide installation company, Masters & Associates
has installed the Westnet First-In Fire Station Alerting system throughout the country, including
Arlington County, V A, the City of Atlanta, and the City of Miami. In California, Masters has
provided and installed the First-In System in the City of Chula Vista, EI Cajon, Long Beach and
Riverside. Additionally, Masters had installed the First-In System in several military bases.
Masters will conduct the installation of the First- In Fire Station Alerting System in a manner that
allows for and maintains uninterrupted use of the current alerting system. Masters' proposal does
not include any removal costs of the existing system.
Masters & Associates/Westnet
RFQ F-09-11 Response
City of San Bernardino
-
c:
a..G)
LLE
o:::Q.
-~
meT
Ow
a..C)
c:
~
G)
<C
c:
o
;;
co
-
t/)
G)
I..
LL
c:
o
-
co
-
t/)
~
.c
co
-
G)
C
II)
as
-
o
I-
("II
(W)
("II
~
or-
(W)
("II
~
o
(W)
("II
~
en
("II
("II
~
co
("II
~
.....
("II
("II
~
co
("II
("II
~
It)
("II
~
~
("II
("II
~
(W)
("II
("II
~
("II
("II
("II
~
or-
("II
("II
~
N
.....
.....
.....
.....
.....
.....
.....
.....
0)
N
oq-~oq-
.....
.....
ccC")
C")
o
000
o
o Cl
o
000
o
o Cl
o
000
.....
o Cl
o
000
.....
o Cl
N
000
ON
.....
00
o
000
0C"")
00
I.....
N~
C")
oceo
00
.....
00
o
000
N
'<t~
'<t
.....
N~~
2009-363
~N
..... Cl
.....0
.....0
.....0
.....0
..... 0
.....0
.....0
..... .....
.....0
.....0
o
N
N
.....
ON
N
o
o
o
o
o
o
o
o
o
o
C")
oq-
o
000
.....
0.....
o
Cl
o
000
.....
00
o
Cl
o
.....
N~C")
.....
.....
00
o
Cl
.....
.....
00
o
Cl
.....
00
.....
00
o
Cl
N
00
o
o
.....
00
o
o
'<t
00
o
o
.....
.....
00
o
o
00
Ii)
.....
0.....
o
o
N
C")
C e (]) (j; L..
~gc OE~ ~
Q.'_ 0 _ L.. _ 0.. ro
.- 10 () .c ..92 .c 2 (/) ~ =(])
u - (j; go g..... (]) (/) .c
II) UJ u; :'= 2 ~ 2 E cn<( ""ffi <( 0
(I) ~ ro c ro 0 ro 0 .!: a.. :J a.. 0
C ..Q ::;E :::l (/) () (/) 0 (/) :r: 0 :r: 0
(]) .c
_og' ..92 <Il .B
S2 E Ol .s ::c "3:
(])<tl 0 ro (]) is (/)
~~O::a.. ::;E () L.. (j;~L..~ C L..
~c_ (]) (])(])=-<IlL"<Il<ll <Il
=~eg~(j;(/)g_u~es~~~~c~
m:Jc~~~a..~cc<llc:J~~~<IlB~
rooo~oo<~~~rooQ9:JOE~9
OO~()(/)::;Ea..~(/)a..(/)(/)U~(/)<(::;Ewro(/)
-
c:
cu
,....E
cue.
:c '5
mC"
I-W
C)
c:
c:
o
-
ns
-
en
>.
.c
ns
-
cu
C
-
'-
cu
<::
c:
o
-
m
-
en
cu
'-
LL
I/)
CtS
-
o
~
(t)
(t)
C\I
'#:
C\I
(t)
C\I
'#:
,....
(t)
C\I
'#:
o
(t)
C\I
'#:
0)
C\I
C\I
'#:
co
C\I
C\I
'#:
I'-
C\I
C\I
'#:
<0
C\I
C\I
'#:
I/)
C\I
C\I
=l:l:
'<::t
C\I
C\I
'#:
(t)
C\I
C\I
'#:
C\I
C\I
C\I
=#:
,....
C\I
C\I
'#:
C")
.....
o:r
C")
.....
LO
.....
.....Ol
.....~
2009-363
~.....
,-0
,-0
,-0
,-0
,-0
,-0
,-0
,-0
,-0
,-0
,-0
,-0
s:: 0 Q)w '- 20)
os::.;:: o~ Q) +-,oc
+=Oc co ~ ~~O)
c..- 0 '- EQ) ~ co ~ _ a: o..CO
.;- -= U 1: ..Q2 en ~ .c t::
(3 ~ '- 0) - a: en Q) .Ql..;:::::; 0 c..Q2
1/)002 ~gE~~~~~~5~E~
~>~~~~oco..~0..0~o020
C~~~enoo~IoIocn~uen~
C\lC")
..... .....
L()
C\J
OC\J
,-~
o
00
o
00
0)
0,-
C\J
,- 0)
OJ
OC\J
,- OJ
OJ
0,-
,- OJ
,-
,-
OC\J
,-'-
,-
0)
,-~
o ,-
0)
<.0,-
C\J
,-0)
0)
0,-
,- 0)
OJ
("')0
o OJ
o
0)
o ,-
C\J
,- 0)
0)
,-~
00
o
C\J
C\J
,-gj
("') ,-
l'-
C\I
'<t
o
C\J
C\J
C\J
C\J
C\J
C\J
C\J
C\J
C\J
C\J
("')
..Q2
~
-0
o
~
,-en
Q)o..
3:~
0___
0.. 3:
C")
.....
~LO
C\I
.....
C")
C")
.....
,-0
o
o
,-0
,- 0
o
,-0
o
,-0
o
o
,-0
o
,-0
o
,-0
o
,-0
o
o
,- C\J
..Q2
.D
co
o
c
.Q C
~ co
U5o::
>- '-
'- w.gJ,->- ~ ~
Q).~o.Ei~ ro..Q2 ~c 0 ~(f)
~~~O~~~w.8Q)(f)
~ o___.q ~ 0 E"S:2 Q)
cnen03:cn~~wro>~
.!!! 'lit
cu I() .... ON 0 N
- .... N N
0
~
N
CO) ..- 0 00 ..- ,...
N
=1:1:
~
CO) ..- 0 00 ..- CD
N
=1:1:
0
CO) ..- 0 00 ..- ,...
~
en
N ..- 0 00 ..- ,...
N
=1:1:
00
N ..- 0 0 0 ..- ....
N ....
=1:1:
l"'-
N ..- 0 0 0 ..- ,...
N
;j:
co N
N N 0 0 0 N
N N
=1:1:
Ion
N ..- 0 0 0 ..- ,...
N
=1:1:
'<:t CD
N ('.I 0 0 C'J '<t
N CD
=1:1:
CO)
N ..- 0 0 0 ..- ,...
N
=1:1:
N
N ..- 0 0 0 ..- ,...
N
=1:1:
~
N N ..- 0 0 l{'J 0
N ,...
=1:1:
s:: ..... ~ 01
0 s:: (]) :J C "..
E "'0_ ~
.. 0 ~ o..c ,t:j.
Q.:.;::: i= ::2.21 :J ~ =
.i: J9 >-- (])....J E 0 0 ."
(tl :J C ::2 u -
~CI) (Do o (]) c- ..... := =
(]) ::l ._ ..c (]) " .....
c..E ....J 01- en =
~~ c..:J "'O(]) 8l~~ a.~ ~ ..... 0
<3:::f- >::2 :::l~ ~ 00 ~
2009-363
-t::;j
..-'<j"
00
ON (')
(')
ON 0
(')
ON Ol
N
0 C'J (tJ
(')
ON (')
(')
ON CIO
(')
ON
ON
ON
ON
0<:')
Q) OJ
::l C
-a .-
Oc
~ ::l
Q) 0
c~
::icn
Q) Cl..-=:
Q):JY:
I/)
(tJ
o:r
(')
,...
I/)
-
(')
Ol
N
N
(')
N
(')
o:r
(tJ
>.
..c
~
~
.S:
~
Q
2009-363
=
o
.-
--
eo:
--
rJ'J
00
-
eo:
--
o
~
Masters & Associates/Westnet
RFQ F -09-11 Response
City of San Bernardino
2009-363
MASTERS & ASSOCIATES
POINT-BY-POINT RESPONSE
SECTION II
TECHNICAL SPECIFICATIONS
8
2009-363
City of San Bernardino
TECHNICAL SPECIFICATIONS
RFP F-09-11
(Lease Purchase of Fire Station Control System' FSCS)
NOTICE "SPECIAL INSTRUCTIONS TO THE BIDDER"
Services:
Bidder shall complete right-hand column indicating brief reasoning for
exceptions to requirements when not acceptable. State "Acceptable" if
requirements are agreeable as set forth in left-hand column.
Equipment:
Bidder shall complete right-hand column indicating specific size and or
make and model of all components when not exactly as specified. State
"As Specified" if item is exactly as set forth in the left-hand column.
FAILURE TO COMPLETE RIGHT HAND COLUMN WILL INVALIDATE BID
Acceptable / as specified
This specification will provide the detailed
requirements of a fire station control system (herein
FSCS) to be installed in fire stations within the City of
San Bernardino
SECTION A: DESCRIPTION
The FSCS shall provide command and control of the
fire stations for all alarm situations requiring a
response from emergency personnel located in the
fire station. Command and control of the fire station
personnel shall be done in a manner that reduces
turn-out time and the stress level associated with
conventional methods of awaking personnel at niqht.
SECTION B: DESIGN REQUIREMENTS
1. CAD System Interface
As Specified.
The bid package requires that the successful vendor
shall provide a product that has an existing user
interface with Tiburon's Command CAD Version 2.3.
The packaqe shall specifically state that the
As specified with clar-
fication. Tiburon has
interfaced with First-
In, but Version 2.3
could not be confirmed.
9
2009-363
successful vendor can affirm that the interface is No interface costs are
already in existence. included in
this nrnno<:::~l.
2. Construction
As Specified.
The FSCS shall be an integrated system design with
modular expansion capability permitting the fire
department to up-grade the system in incremental
stages while maintaining full fire station command
and control capability. The FSCS design must meet
or exceed the requirements of NFPA 1221 (2007). All
functions shall be re-configurable by software
changes only, without requiring changes to the
hardware units.
3. Alarm Activation Capability
As Specified.
The FSCS shall be capable of function activation from
a minimum of two independent primary sources of
information with supervisory control over both
sources. The FSCS shall also be capable of function
activation from a secondary source in addition to the
two primary activation sources. One of the primary
sources of activation shall be capable of bi-directional
data transfer rate of 56 KB per secQnd.
4. Pre-Announcement Capability As Specified.
The FSCS shall be capable of delivering recorded
human voice pre-announcements that contain
company-specific information that is customizable to
the iequiiements of each individual fire station vvithin
the fire department. The pre-announcement capability
shall include a separate pre-announcement for a
minimum of 10 companies per station, 250 major
types of incidents and 250 of emergency response
levels. There shall be separate pre-announcements
for daytime operation and separate pre-
announcements for nighttime operation controlled by
internal ciock function of the FSCS. Multi-company
pre-announcement messages shall be capable of any
and all combinations of company responses required
from a fire station. The human voice pre-
announcements may be preceded by any tone
signaling required by the fire department and this
tone signaling shall have the ability to be altered or
eliminated based on time of day programming in the
FSCS.
5. Fire Station On-Site Inspection
10
2009-363
A complete inspection of all fire stations and dispatch
center shall be scheduled with the Technical As Specified.
Authority. Additional requirements to inspect the San
Manuel Fire Department and San Bernardino Airport
Fire Station will be required with separate pricing for
these entities. Addresses and cont8ct information
attached to specifications.
SECTION C: ZONED CAPABILITY
1. Ceiling-Mounted Colored Light Indicators As Specified.
The FSCS shall be capable of providing Colored Light
Indicators throughout the fire station. Each Colored
Light Indicator shall:
a. Contain a minimum of five distinct colors (Le.
blue, green, red, white and yellow) that are used
to designate five separate fire companies. The
colors must be programmable to activate in any
combination.
b. Be mounted in the ceiling areas of the fire station
and shall illuminate upon receipt of command
data from the dispatch center indicating
company-specific responses.
c. Be housed within one unit that also contains an
internal speaker capable of delivering pre-
announcement and dispatch.
d. Shall be visible from a minimum of twenty,
unobstructed feet from the indicting device.
e. Shall be capable of programming that controls
the audio level in one-dB increments over a
range of ninety dB remotely from the network
interface controller.
f. Shall be capable of producing night vision lighting
for a programmable time period after activation
by a company-specific response command.
g. Capable of meantime between failures of greater
than 50,000 hours.
2. Dorm Room Indicating Devices
As Specified.
The FSCS shall be capable of supporting the
operation of indicating devices that can be placed in
individual dorm room locations that are
programmable by fire department personnel to
activate company-specific zones. These devices
shall:
a. Be capable of human voice pre-announcements
11
2009-363
for the programmed company-specific zone,
dispatch audio and night vision lighting of the As Specified.
bedroom area during the activation period.
b. Be programmable to accommodate personnel
assignments to more than one company-specific
zone.
c. Be housed within one unit that also contains an
internal speaker capable of delivering pre-
announcement and dispatch audio.
d. Be capable of programming that controls the
audio level in one-dB increments over a range of
ninety dB.
e. Be capable of programming a lower audio level
during nighttime hours of operation in one dB
increments.
f. Be capable of enabling or disabling station radio
audio and permitting radio operations.
g. Have an integral lamp attached to the unit itself or
overhead in the ceiling that illuminates the bunk
area without requiring additional illuminating
devices.
h. Be capable of programming night vision lighting
level over a range of fifteen different levels of
illumination.
i. Be cable of being relocated by fire department
personnel without any assistance from outside
services.
J. Be equipped with programming switches
embedded in a waterproof membrane panel
capable of being sanitized with liquid disinfectant.
k. Contain a two-line, sixteen characters per line
display device that is located behind the
membrane switch panel and viewed through a
waterproof transparent section of the membrane
panel.
I. Be capable of supporting externally Colored Light
Indicators and NiQht vision lamp assemblies.
3. Distributed Audio System
As Specified.
The FSCS shall be capable of incorporating a
distributed audio system that does not utilize
centralized amplification devices driving remotely
located speakers. The Distributed Audio System
shall:
a. Be incorporated in all active Colored Light
Indicators, all Dorm Room Indicating Devices,
and all High-Level Audio Systems [see Sections
CEILING-MOUNTED COLORED LIGHT
--
12
2009-363
INDICATORS DORM ROOM INDICATING
DEVICES As Specified.
and HIGH-LEVEL AUDIO SYSTEM].
b. Shall be capable of delivering a minimum of ten
watts of audio power per each Colored Light
Indicator and Dorm Remote Indicating Device.
c. Shall be capable of delivering a minimum of 100
watts RMS (see Section HIGH-LEVEL AUDIO
SYSTEM).
d. The distributed audio system shall support inputs
from telephone paging systems, public address
microphones and dedicated telephone lines, in
addition to the base station radio.
4. Zone Activation Indication
As Specified.
The FSCS shall be capable of displaying all
company-specific zones that are activated from a
command by the dispatch center on a front panel
display device during the command sequence.
Indicating devices located in individual bedrooms
shall be capable of displaying company-specific
activated zones during the command sequence.
Zone activation indication shall be automatically
cleared on the FSCS at the end of a command
sequence and zone activation indication shall be
cleared and the display extinguished at the end of
the command sequence by the indicatinq device.
5. Night vision System
As Specified.
a. The FSCS shall be capable of Night vision
illumination of the active nighttime areas of the fire
station to provide retention of Night vision by the fire
department personnel during a command sequence.
b. The Dorm Room Indicating Devices (Section
DORM ROOM INDICATING DEVICES) shall provide
Night vision illumination in individual dorm room
areas.
c. The Ceiling-Mounted Colored Light Indicators
(Section CEILING-MOUNTED COLORED LIGHT
INDICATORS) and Clone Indicator Device (Section
CLONE INDICATOR DEVICES) shall provide Night
vision illumination in the common dormitories,
hallways and apparatus bay areas.
d. Night vision illumination level shall be automatically
increased from the lowest level to the proqrammed
13
2009-363
upper level during the first twenty seconds of a
command sequence to prevent optical shock to
awakening fire personnel.
e. Night vision lighting illuminators shall be capable of
mean time between failures of greater than 50,000
hours of operation.
6. Control System
As Specified.
The FSCS shall be capable of opemting control and
sense devices throughout the fire station in response
to commands and requests sent from the dispatch
center.
7. Entertainment Control Devices
The FSCS shall be capable of operating the
entertainment system control devices that mute audio
of entertainment systems during the command
sequence and un-mute entertainment systems upon
the completion of a command sequence. The
entertainment system control device shall be remotely
located and not connected to the entertainment
equipment that it is controlling. The control device
shall be capable of mounting into both fixed and
suspended ceiling assemblies.
8. Remote Control Devices
The FSCS shall be capable of operating remote
sense and control devices that control fire station
operating parameters utilizing closed loop control
technologies. The Remote Control Devices shall be
capable of inverted control logic, enabling complex
control functions. The command and control functions
available to the dispatch center shall be 1,024
separate commands. The Remote Control Devices
shall have the capability of sending 1,024 completed
status verifications.
9. Video Alertinq Devices
The FSCS shall be capable of displaying dispatch call
information on televisions and monitor screens
located throughout the fire station. Video information
shall be displayed as an overlay on present video or
black background. The screen shall return to normal
status at the end of the alert sequence and shall not
14
2009-363
display the dispatch call information until the next
alert.
10. Supervised Status Verification
As Specified.
The FSCS shall be capable of automatic supervised
status verification by the dispatch center. Upon loss
of status verification, the FSCS shall activate all light
indicators and indicating devices and pre-announce a
communications failure has occurred providing audio
and visual indication of the failure. The FSCS shall be
capable of supervised status verification of the
internal fire station control network. Upon loss of
status verification, the FSCS shall activate all light
indicators and indicating devices and pre-announce a
network failure has occurred providing audio and
visual indication of the failure. The FSCS shall be
capable of notifying the dispatch center of a fire
station network failure.
11. Interactive Data Collection And Control
I As Specified. I
The FSCS shall be capable of simultaneous
command and control of the fire station as well as
data collection from the fire station. Interaction
between the dispatch center and fire station located
control and sense devices shall occur with no
dearadation of command and control seauences.
12. System Security
As Specified.
The FSCS shall use a command and control data
protocol that includes command and control
verification of all functions prior to the execution of
any commands or interpretation of c'1Y control data.
Verification of all command functions shall be at the
same security level required for command functions.
13. Monitorinq Capability
The FSCS shall be capable of monitoring the fire As Specified.
stations status through the use of dry contact closure,
RS232 9600 Baud or less serial data, parallel data
and RS485 serial data. Monitoring of critical data
applications shall also include pre-announcements to
all zones of the fire station and notification to the
dispatch center when monitored data exceeds pre-
established windows of acceptability. The FSCS
shall be capable of reporting unacceptable, critical
data situations to a remotely located data collection
center within thirty (30) seconds of detection of an
unacceptable critical data situation.
15
2009-363
14. Ambient Noise Level MonitorinQ
As Specified.
The FSCS shall be capable of monitoring ambient
noise level at any location within the fire station
facility. The ambient noise level monitoring sensors
shall continuously monitor ambient noise level and
report this data to the FSCS for the purpose of
maintaining an acceptable audio signal to ambient
noise ratio during the command and control
sequence. The ambient noise level monitoring
system shall maintain the minimum audio level
necessary to achieve speech intelligibility during the
command and control seauence.
15. HiQh-Level Audio System As Specified.
The FSCS shall have the capability of delivering a
minimum of one hundred (100) watts RMS into a four
(4) Ohm load with a total harmonic distortion of less
than one (1) percent. The FSCS shall be capable of
I supporting twenty (20) separate one hundred (100)
watt audio systems per fire station.
16. Installation Software As Specified. See
The FSCS shall be capable of complete system note below.
configuration from an RS232 serial data input on the
network or from a remote service center, utilizing
installation software. The installation software shall
be capable of identifying and communicating with all
units within the FSCS network. The installation
software shall be capable of verifying and altering the
unit address, the unit variable allocation tables,
including audio levels and light intensity, verifying
correct unit operation by activation of the built in test
function, test activation of any desecrate unit function
and archiving the variable allocation tables for
maintenance functions. The installation software shall
enable an expanded command set at each indicating
device controllable from the front panel of the
indicating device or network serial data port. This
expanded command set shall enable the setting of
function limits, enabling and disabling of multiple zone
activation, zone name identification by company
function and disabling the system security during the
installation period. The installation software shall be
capable of enabling fire department personnel to add
or delete units from the FSCS network with out the
assistance of outside service personnel.
16
2009-363
a. The vendor will not be provided with
ADMINSTRATOR access to the City's
network.
b. The vendor will not be provided with
access to the City's CAD system. The
vendor will be required to work with
Tiburon's support staff to insure that the
interface from the Tiburon
Command CAD system is configured
correctly with the FSCS system. The
vendor will be responsible for costs
associated Tiburon's support staff that
relate to trouble shooting the connection
and functionality between the
CommandCAD system and the FSCS.
17. Clone Indicator Devices
The FSCS network shall support the operation of
ceiling-mounted Colored Light Indicator clone devices
that are capable of identical audio and light outputs
that are produced by the Ceiling-Mounted Colored
Light Indicators. The Clone Indicator Devices shall be
powered from and controlled by the Ceiling-Mounted
Colored Light Indicators.
18. Category 5 Cable Reauirements
The FSCS shall be capable of operation with
category 5 cable, as the only wiring required for
system operation.
The Category 5-cable plant shall be installed per
ANSIIEIA/TIA 568-A-1991 standards using only
UL Listed Category 5 Cable verified to EIAlTIA
568-A specifications. All compoRents of the
installed Category 5 cable plant shall be
manufactured by the same manufacture. All
cables shall be a minimum size of 24 AWG and
identified at each end of the cable with a
numerical identifier indicating the source and
destination of the cable. All cable shall be rated
for plenum installation with the exception of
vertical cable runs, which shall be rated for
vertical installation. A floor plan showing the
location of each Category 5 cable shall be
completed and delivered to the responsible party
prior to the acceptance of the cable plant.
19. UninterruDtiable Power System
17
b. As specified with
clarification. The
vendor will pay all
Westnet support staff
costs that relate to
troubleshooting the
FSCS' functionality
and connection with
CAD. Any costs
associated with
Tiburon's support
staff must be paid by
Tiburon or the City.
As Specified.
As Specified.
2009-363
The FSCS shall be powered from an on-line, As Specified.
fulltime dual-conversation uninterruptible
power system (herein UPS) that is capable of
one hour of continuous operation after loss of
power input from normal sources. The FSCS
shall be capable of reporting loss of station
power to the dispatch CAD.
SECTION D: INSTAllATION REQUIREMENTS
1. UPS Power Reauirements
Acceptable.
The FSCS shall be equipped with a full time UPS
supporting the both the FSCS as well as all base
radio equipment associated withthe FSCS. This
UPS shall be capable of a minimum of one-hour
continuous operation after loss of power input
from normal sources.
12. Phone Line Surae Suppression Acceptable.
All phone line connections made to the FSCS
shall be equipped with both surge suppression
and over-voltage protection. The surge
suppression and over-voltage protection devices
shall be connected to the fire station earth ground
system with a maximum distance to the earth
ground connection of fifty feet and a wire size
minimum of AWG 8.
13. Earthauake Tolerant Capabilities Acceptable.
The FSCS shall be installed throughout the fire
station in a manner that prevents damage from
movement.
4. Apparatus Room Installation Specifications
Acceptable.
The FSCS equipment installed in an apparatus
room shall be installed in locations that do not
inhibit any normal functions within the apparatus
room. All cabling shall be installed in EMT conduit
to prevent cable damaqe.
5. Control and Sense Device Installation
Specifications Acceptable.
The control and sense devices shall be installed
within six feet of the controlled device.
6. DisDatch Center Eauipment
18
2009-363
There shall be no equipment in the dispatch
center to operate the primary alerting circuit. The
alerting connection shall be from CAD directly to
the fire station alerting equipment in the fire station
usino the fire department's IP network.
SECTION E: BACK-UP ALERTING
The FSCS shall have a back-up system, which will
allow the dispatch center to alert the fire stations
by radio. The system will receive alerting
instructions from the CAD immediately after a
failed data alert is detected and executes the
instructions on the radio dispatch channel.
The back-up system shall also provide a means of
manual alerting of the fire stations should all
Dispatch Center computer operations be impaired
or disabled, utilizing a manual key pad at each
dispatch position.
Any equipment needed for radio connections shall
be rack mountable and be collocated with CAD or
dispatch radios.
SECTION F: WARRANTY AND TECHNICAL
SUPPORT REQUIREMENTS
1. 1. ON-SITE ONE-YEAR WARRANTY -
2.
The FSCS shall come with an on-site one-
year parts and labor warranty, including
24/7 telephone technical support for fire
department personnel. All warranty
seNices are to be provided on-site.
EXTENDED WARRANTY - Upon the
expiration of the one-year warranty, the fire
department shall be offered an extended
warranty for a price to be determined at the
expiration of the one-year warranty.
MAINTENANCE CONTRACT - Upon the
expiration of the one-year warranty, the fire
department shall be offered an on-site
maintenance contract on the entire FSCS.
LOCAL SUPPORT - All warranty and
maintenance support must be provided by
a local Southern California alerting system
manufacturer or dealer.
3.
4.
19
Acceptable.
As specified with
clarification.
Automatic CAD
activation is how
other TiburonjWestnet
First-In users operate.
Note, the City must
specify this
requirement to
Tiburon when the
interface is installed.
Tiburon interface
costs are not included
in this proposal.
Acceptable.
Acceptable.
Acceptable.
Acceptable.
2009-363
SECTION G: MANUFACTURERS
1. Subject to compliance with the requirements,
provide products by the following: Westnet First-In Acceptable.
Fire Station Alerting and Control Syster:ns or
equal.
2. All equipment specified herein shall be a standard
product of the manufacturer or approved equal. Acceptable.
The Fire Department shall make the final
determination of an approved equal.
3. The manufacturer shall have a minimum of ten-
(10) years experience in the manufacture of fire Acceptable.
station alerting systems. All equipment specified
herein must be equipment that has been
manufactured by the manufacturer for a period of
not less than ten (10) years.
SECTION H: ADDITIONAL BID INFORMATION
Acceptable.
Bid prices must be valid for 120 days due to
processing requirements.
SECTION I: REFERENCE LIST
Bidders to provide a list of five current customers who See Attached.
are usinQ the proposed product.
20
2009-363
SECTION I: REFERENCE LIST
FIRST-IN CUSTOMERS
LOCAL SYTSEM REFERENCES
Department Contact Information
Long Beach
Fire Department
Metronet
Metro Cities Fire
Authority Fire &
Medical Dispatch
Newport Beach
Fire and Marine
Department
Chula Vista
Fire Department
Redondo Beach
Fire Department
John Landstrom, Communications Supervisor
2990 Redondo A venue
Long Beach, CA 90806
(562) 570-9470
Jean Ferrell, Dispatch Manager
201 South Anaheim Blvd., # 302
Anaheim, CA 92805
(714) 765-4077
Eric Bauer, Battalion Chief
3300 Newport Ave
Newport Beach, CA 92663
(949) 644-3359
* Dispatched by Metronet Metro Cities Dispatch
Captain Jim Garcia, Administration Office
447 F Street
Chula Vista, CA 91910
(619) 476-2500
Dan Madrigal
Fire Chief
401 S. Broadway
Redondo Beach, CA 90277
(310) 318-0663 x 4325
Note: The above references are for local departments using the First-In Alerting System.
Masters & Associates installs the First-In System nationwide and it installed some, but
not all of systems listed in this section. Additional references for Masters and Westnet are
available upon request.
Masters & Associates/Westnet
RFQ F-09-11 Response
City of San Bernardino
2009-363
III. BID CONTENT AND FORMS
a. Bid Format and Contents
1. Presentation
a. Identification of Bidder:
Wm. Masters & Associates, Inc.
1601 Wallace Drive, Suite #120
Carrollton, TX 75006
Phone 469-568-4900. Fax 469-568-4923
www.Masters-Associates.com
b. Proposed working relationship between bidder and subcontractors:
Masters & Associates provides and installs the First-In System
nationwide. Masters may subcontract the installation to another First-In
Certified Installer, with whom it has worked closely with in the past. The
name of that installer is Select Communications. Select Communications
hold a valid California State Contractor's License. All on-site warranty
work and toll-free technical support will be provided by the manufacturer,
Westnet.
c. Acknowledgment of all RFQ addenda:
It is hereby acknowledged that Addenda 1,2 and 3 were received by
Masters & Associates.
d. Name, title, address and telephone number of contact person during bid
evaluation:
The following persons are authorized to be contacted regarding the bid:
Mr. Michael Kimrey - Masters & Associates
Phone 469-568-4900. Email: mike@masters-associates.com
l\1s. Davin ~1atheny - \X/estnet, Inc.
Phone 714-841-3000. Email: dawnmatheny@westnetsystems.com
e. Statement confirming number of days bid is valid:
Master & Associates confirms that the bid shall remain valid for a period
of not less than 120 days from the date of the submittal.
f. Signature of person authorized to bind Bidder to the terms of the bid:
The signature of Mr. Michael Kimrey can be found on page 27, which is
the second page of the "Annual Purchase Order".
2. Exceptions / Deviations
There are no exceptions of deviations from the requirements of this RFQ.
3. Appendices
There are three (3) appendices under a separate cover. Appendix 1 is a First-In
product catalog. Appendix 2 is a Fox News story and Appendix 2 is a Washington
Post article.
Masters & Associates/Westnet
RFQ F-09-1 I Response
City of San Bernardino
2009-363
b. Licenses and Certification Requirements
Question 6 of Addendum #3 states that if the prime contractor does not possess a
contractor's license, that all subcontractors must be listed on the form and will have all necessary
qualifications and licenses. The subcontractor listed by Masters in this proposal is Select
Communications. Select Communications is certified by the manufacturer, Westnet, to install
First-In Fire Station Alerting Systems. Select also holds an active C-7 license for the State of
California and a copy of that license is attached hereto.
Masters & Associates holds valid C I 0 licenses is several states, including Nevada,
Louisiana, etc. Masters & Associates fully expects to have its California CIO license updated to
active status any day. Attached hereto is a copy of Masters previous California Contractors
License.
Masters & Associates/Westnet
RFQ F -09-11 Response
City of San Bernardino
/r=~L_"", ..', .' ~.~m.Nf~,'_~'<~
c
a:
c
o
a:li
W
(/J
'" Z
~W.!.! W
· 2.-.. 0.... en
:i- .-'
o-z
.-..-.... "'w: ·
j,- "
c:awo
Ole ::i
(5:1-- w
en. >
.m (/J'; ........1 ".
~ '."
cg . .... . .
~a: 0
UJ 0 <(
1-.
(.)
cE
a:
i
o
CJ'I
~IJ
JI~I r
d...... i..~.~.
. It I...
..... .....
u
Cf)'
~.
UJ
l-
ff)
- >-
ff)
~
3 Z
o
-
t-
<(
o
_.
Z
::>
~
~
o
o
t-
O
W
....J
W
en
,...
'..I""t.. ...
.....,
,...
r--.
I.t)
CO:
i
~
"'"',
..
.....
~
""
;t;,
de.
.;,(..
,...Ii
2009-363
'!
;:
..
.....
~
-.
,,,,",
~
tlr1.;ii
'~
=:
.....,'..
f'.
.
o
....--
...--
o
N
~
o
(f)
~
V
o
.~
.",'1'
~
'ir
-~;;.i
,.,
..
fit
"I
~
.:Ii
~,
4.)
*'
:'i
1,:;
i'
;I:
,'t,
:;
~-..
;a
t~:
2009-363
~ rn
...
0
~~
;t: ...
~ Q.I
ooa "S
~u N
0 =..... r--- :::l
QJO 00 Z
..c::; rc"I Q.I
~ frt: r--- '"
Q 00 =
""'''' Q.I
00.... ...
~ 0.0 ;.:l
QJ
~ l::l:::
(!,J
~ -0 ' ~
Ou
U ~ ~ ...
! '" 0 0 0
~ ceo 0 .....,
0 ..... U
(!,J (!,J ~ <Il
'" lfl '-
V'> C '" .....,
~ c c
(!,J (!,J (!,J 0
Z '+- 0
O.!:d u u ~- ~ -g
~ Q::....J':'::: U <Il U,~~ .
'"'0 ~ .~ '+-
~ Z 0 :>; ~ ~.--o
cro...c >-...:.:.. <Il C~(O v
ro Vl ; Io-ot o '" ~ ~
0 ........ ."':::: ~ '"'0 U..!::..- c:
V'> lfl ::l rl'\ " ~ <I'l !S --....'-Q.I
f;( ~ (3 ~ -~ <ii 0 000 ~
~ c ...., '- ~ 0.. .- -E 0 ~;--oo
u >- <Il ..... N .b Q) Q) C
'(Ii ~ u G ~ <Il .:!: E-B ~
~ ::l ~...a (!,J:+: (!,J .. 00:;:'>-0
eo ..... (!,J ~ \D \0 ~ 03 ~ '15
~ c ..... ...c 'Vi U V'> ~
(!,J 0 (!,J Io-ot - lfl ;a u Q) '- .... >
~ -5U...c ~ c~ c: 1 -E~]~
~ '+- (!,J V'> u f-< ro ,..:- '--"E
U ~~ ai 8
E O...c (!,J u 0.0 ~ '"'0 ..c:
..... 0 ~U')srQ)
U M,+-u {f) ro c ~ c ...
<Il ... <lJ"'O:J..Q
0 If) {f) 0 3 ...c ell Q.C;Ul.....
C '" 0 :::lE OCOc-
0 ~ ",.,2 0 >- 1 Q. Q)-~ c
c .....
~ .~ 0 U lfl_ U E ~~ ~ ~,
(!,J 0
QA > '';::; ro Q c'-'- '" ....... ....."'0 <1)
0 ,- ro '- '(Ii (!,J '" .~ we; '-
o-c: (!,J ~ ~ ~ E E~
'+- ::l 0 Z ::l...c c
o ltfu ...a..... - c:: ('tI w ~
~ ~ (!,J ,=: ~ ~ z"'O <5 "'-
O"\~'+- :.=o~......
~--n~ V) -5 .~ c 5.
~ -e UJ - C ..c '" :::J
...... C ro ~ f- .-
0. <Il '-
~ V'l tn (!,J
...c (!,J .- ~ 00
U - 0.0 ro
~ ::l (!,J ~ 0.0
{j O~~ I:J) c
..... (j)
CfJ ...... (!,J (!,J ~
c...c...c 0
ro........... ......
::lu ~ '"
U-I
~ c: u..
::l <Il U-I -'
i CL ~ ~m U-I <:
V) ::>
z a
....,
~ 0.. :s U-I
V)
a:: (/) u.. z
Q W U-I
a: 0 I- 0 ~
c( U <( U-I
0 "" 0 ~
(3 ::>
a:l .. ';( '"
] 0
W 0 "-' ~
rn z '" "'
~ "'z (/) lJ ::> 0
(/) Vi c- o.
.-ww <( <: 0
Es.2<1l z
2-J'Z 0 ~ I
.- w
lijWo Z
U!;;c::i <(0
ot;w (/)w
ill (I) 2: 0:1- 0
1ii a: l- w<( ,-:.
U500 1-0: co )>
1-<( N (/)0 0 eg
~ ,..... <(0.. ~ ~
CO ~a: ......
a: M :28 ...-
!Z r-... 0 t?
0 3:~ ..- (')
0> CO u 0
..J - 1 ; r
E 2
~S'i ~ j ,
~'" j ~
e<: G
c.,;
2009-363
c. Cost and Price Forms
Masters & Associates/Westnet
RFQ F -09-11 Response
City of San Bernardino
2009-363
PRICE FORM
@co
~y
REQUEST FOR RFQ: RFQ F-09-11
DESCRIPTION OF RFQ: Fire Station Control Systems (FSCS)
BIDDER(S) NAME/ADDRESS: _him rnaf>-Ie~ -r ~Cl~~ {,.<" ,
IlJ?O I ~ ( Itt l'.e, +#a (..20
r
~rr;l/,r.D~. 7/( 76 ()o&
~~ 4(PQ - 5f..p8-~9t)()
EMAIL:
NAME ~~u_~
AUTHORIZED REPRESENTATIVE [)t;I.va,' ~/ or;. WiY-N?r!; 1,,(' .
I t.J'5'~1 BwKe fAIt ,f*..y'/O'j-ton 8.:A . CN!fdb47
-; J4. 841- 3D"'''
do WI') rrv:rIk'J..(!} we.sl-ne-k.1~+er>6 . c ~
/} 14. 54/. 3>tJ ~ !
TELEPHONE:
FAX.:
Please provide a Firm Fixed Price on page number 25 (a) - Price Form
25
('I') ('I') ('I')N ('I')..-C"') 0') C"')C"')C"')N
~(I)I.O"!",!I.O",!O",!I"-,,,!,,!OI.O
C(.)t..ci-r-T'-"OT'"""O~N~T'"""~O
"i: I"- 1.0 1.0 1.0 1.0 co 1.0 ..- 1.0 1.0 ..- 0 0
i.i:o... "!.OO""'_OC"')OI.OOO~COCD
S-g~~~~~:::J:~~~~~~1-
o "~
I-u..
~~~~~~~~~~~~
>.
-
C
COn;
t: ~
CO C
s: C
u;c:(
~
(l)gggg88g88g8g
"000000000000
liil"-I"-I"-I"-I"-I"-I"-I"-I"-I"-I"-I"-
C
(I)
-
C
"cu
::!:
(I)
"
"i:
.so...
~~
C C
o ~
co
3:
"'l'""""T'"""T'"""~T'"""T'"""T'"""~T'"""T'"""T'"""T'"""O
C"')('I')C"')C"')MC"')C"')C"') ('I') ('I')C"')('I') CD
I-
~~~~~~~~~~~~
000000000000
000000000000
000000000000
.."..."..."..."..."..."..."..."..."..."..."..."......
CO_ ~ I CO_ ~ CO_ CO_ ~ CO_ CO_ CO_ ~ CO_ iii
NNNNNNNNNNNNI-
~~~~~~~~~~~~
('I')C"')C"')N C"')..-C"') 0') ('I')('I')C"')N
C I.ONNI.ONONI"-NNOI.O
"_~iI' ..o~T'"""c:i"'l'""""c:iT'"""NT'"""T'"""..q:c:i
(I) co.."..."..."...". 1"-..".0.."...".00') 0
~ " .."._ "!. "!. CO_ N_ 1.0 "!. 1"-_ N N CO_ 1"-_ CD
~;tgs~~~~~gj~~~~~1-
1Il
C
0')
o
--.
..".
o
co
o
0)
c:
~
Ol
~
'-
Ol
0...
-0
Ol
rn
-S;
Ol
0:::
E
'-
o
LL
Ol
U
-c
0...
~~~~~~~~~~~~
Ol
>
-c
o
ai
ci~
CIl
rn
(iU5
..c:
<Do
0..".
Zs:
ON
NCO
~N
Ol
> Ol
q: >
-0<(
c: c:
CIl CIl
:2-0
.2' ":E
I~
u..iZ
CON
0')0
~N
c:
o
~
U5
~
i.i:
co Q;
Zwc
c: Ol Ol
c3~()
........enCij
U5 ..c: _~
05-0
1Il"E Ol
C('I')S:~
~w
CO 0
" 0
.3~
C..-N('I')..".I.OCOI"-COO')O"-NC"')
"~ N~~N~Ngj~~~~~~
~8668686666666
.~ ~~~~~g~~~~~16~
u..U5U5U5U5U5enU5U5U5U5U5U5U5
..- ..-
ON
N ..-
..- N
I I
Q5Cij
~-g
U5 Ol
w~
z:S:
..- 0
.."...".
co co
N ..-
Ol
~ci
-0 _
CIl:c
Ol '-
..c: Ol
~-g
t: CIl
<(>
OOW
NO
o 1.0
1.0 ..".
c:
o
t
o
aiZ
> -0
<( ~
E Ol
Cij....J
0...00
1.0
co 1.0
oCO
co ..-
I
2009-363
1.0
I"-
co
NO
I"-m
!;;:I-
~
o
o
o
I"-
..- 0
M~
~
o
o
o
""'0
co_m
NI-
~
1.0
I"-
co
"-0
O')m
::;;:1-
~
:e-
o
c..
'-
~
>.
CIl
:s:
Q5
Ol
'- -
-c:
enOl
OE
-t
ZCIl
oc..
..-Ol
1"-0
I Ol
Ol_!::::
uu...
=-
O~
..c:C:
u CIl
ro~
~c
-- CIl
oen
..-
..-
en
o
u..
a
u...
0:::
C"')
1.0
I"-
co
CO
o
..-
1.0
~
rn
Ol
ro
-u
o
1Il
1Il
<(
o.tl
rn
'-
Ol
en
CIl
~
CIl
i::i')
N
Ol
E
CIl
Z
'-
Ol
-0
:2
m
2009-363
:--],COh\..".
r-,.
.-
-0
Cli
::l
C
~
C
o
~
~ .'l,t
o:::t "" U"l o:::t U"l ("/") 0 o:::t 00 0 "" N \0 U"l N
E Cli "" 0 ("/") ~ O'l ("/") 00 ~ U"l ("/") ("/") O'l \0 "" O'l
U "" .-i 00 00 O'l U"l o:::t N U"l O'l \0 N 00 \0 o:::t
... ';: 00 ("/") 00 ("/") ("/") ("/") ("/") "" "" "" .-i rl 0 N
u:: ..-i
c.. U"l N \0 o:::t 0 o:::t o:::t O'l \0 00 o:::t m 00 "" 0
ca "a a' ("/")' \0' N' o:::t' ",,' U"l' 00' N' o:::t' ",,' U"l' ("/") ",,' N'
.... Cli "" o:::t o:::t o:::t o:::t U"l o:::t o:::t o:::t o:::t o:::t N "" o:::t .-i
0 )( .-i
I- u::
VI- VI- VI- VI- VI- VI- VI- VI- VI- VI- VI- VI- VI- VI- VI-
> Cli 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
.... 0 0 q 0 0 0 0 0 0 q 0 0 0 0 0
l: U
ca l: 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
... ca ca "" "" "" "" "" "" "" "" "" "" "" I"'- "" "" ""
... ::::l l: .-i .-i ..-i ..-i ..-i ..-i ..-i ..-i .-i .-i ..-i rl ..-i ..-i ..-i
ca l: Cli ("/")' ("/")' ("/")' ("/") ("/")' ("/")' ("/") ("/") ("/")' ("/")' ("/") m' ("/")' ("/")' ("/")'
3: l: ....
<t l:
.... 'iQ
III
0 ~
c.. VI- VI- VI- VI- VI- VI- VI- VI- VI- VI- VI- VI- VI- VI- VI-
Cli 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
u
';: 0 q 0 q 0 0 0 0 0 0 0 0 0 0 0
Cli c.. 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
.... > o:::t o:::t o:::t o:::t o:::t o:::t o:::t o:::t o:::t o:::t o:::t o::t "'" "'" o:::t
Vi .... \0 \0 \0 \0, \0 \0 \0 \0 \0 \0 \0 \.C \0 \0 \0
I l: N' N' N' N' N' N' N' N' N' N' N'
l: ca N N N N
0 ...
...
ca
3: VI- VI- VI- VI- VI- VI- VI- VI- VI- VI- VI- "V1- VI- VI- VI-
o:::t "" U"l o:::t U"l ("/") 0 o:::t 00 0 "" N \0 U"l N
l: "" 0 ("/") ~ O'l ("/") 00 ~ U"l ("/") ("/") en \0 "" O'l
0 "" ..-i 00 00 O'l U"l o:::t N U"l O'l \0 N 00 \0 o:::t
+:: * "" N "" N N N N \0 \0 \0 0 0 O'l .-i 0
~ Cli "" o:::t 00 \0 N \0 \0 ..-i 00 0 \0 U"'l O'l O'l N
U o:::t' ",,' a' \0' 00' ..-i' O'l' \0' O'l' ..-i' en' ",,' \0'
ca ';: ("/") .-i
.... c.. \0 ("/") o:::t ("/") ("/") U"l ("/") o:::t m ("/") o:::t rl \0 o:::t 0
III .-i
l:
-
VI- VI- VI- VI- VI- VI- VI- VI- VI- VI- VI- "V1- VI- VI- Vl-
+?
- '-
c 0
0 c.
..... '-
ro <i:
.....
V'l Cli >
>
Cli 'i:: ro
... S
u.. 0 a.i a.i
- ... a.i a.i > ...: c
ro Cli ...: > > <( 0
'- ..... ..... <( <( 0 .....
..... Cli C 0 > ..... Cli
C <( -0 .:!:: '-
Cli Cli - ro -0 ro 0 Cli
Cli ... U ..... - Vl ....; C C Cli ..0 a.i z ..... .....
u ..... Cli ro 0 ..... c
V'l - Cli -0 a::: V'l ro ro ..c ..... > V'l Cli
..... ..c ro '- c ..c ..c -0 ~ Cli <( -0 0 E
u ..... Cli - 'i:: -0 C
V'l ..... Cli ..... ,~ 0
O'l -0 V'l ::.:: 0 Cli c E ro .....
-0 0 I '- Z '-
III Cli LU o:::t ~ '- ro - Cli ro
l: '- S S <( > ro ...J
("/") ~ z z L..L.i a... 0 c.
0 LU S Z vi L..L.i vi ..-i Cli
'.0:; .-i .-i .-i 0 0 00 IJ) "" 0
ca 0 0 N o:::t o:::t N N O'l N N 0 ~ U"l I
U 0 N .-i \0 \0 O'l 00 ("/") 0 0 U"l 0 \0 Cli Cli
0 N ..-i N N ..-i .-i N ("/") N U"l o:::t ~ .-i .....
U
-' I I I I I , I I I , I , , ~ u..
l: .-i N ("/") o:::t U"l \0 "" 00 O'l 0 ..-i N ("/") '+- Cli
0 N N N N N N N N N ("/") ("/") ("/") ("/") 0 ::l
+:: N N N N N N N N N N N N N ..c c
ca c c c c c c c c c c c c: c u ca
.... ,Q 0 0 0 ,Q 0 0 0 0 0 0 0 0 ..... ~
II) ro
Cli ..... ..... '';:; '';:; ..... ..... '';:; '';:; '';:; ..... ~ '~ '';:; c. c
... ro ro ca ro ro ro ro ro ro ro ro ro ca Vl
u:: ..... ..... ..... ..... ..... ..... ..... ..... ..... ..... ..... - ..... 0 ca
V'l V'l V'l V'l V'l V'l V'l V'l V'l V'l V'l V"l V'l V'l
E
.....
o
u..
Cli
u
'i::
0..
..-i
..-i
" I
~- O'l
0
b I
u..
!.J' 0
u..
-' a:::
N ~
\0 tlO
N <oJ.. C
\0 ~ '';:;
\0 .....
N' Cli
O'l C C1l
"" 0 Cli
'';:; ..c
VI- ro .....
..... '+-
V'l 0
.....
Cli C
::::l Cli
c E
ro
~ Cli
U
c ro
-ci ro c.
Vl Cli V'l Cli
'- .....
Cli Vl Cli
..... ..c
ro Cli ::l
'u -0 ..... '+-
Vl
0 Vl ro ro
Vl ro ..c
Vl ..c
<( OJ .....
o<S ..... :5 '~
,-t= Vl
Vl Vl' -0
..... Cli
'- 0 c
Cli Cli
..... ..c 0 u
Vl '';:; 0 ro
ro u .....
::::l C1l U"l
~ E ..... c. vi N
Vl
0 C
Vl Cli ..... ,~
ro E ..c Vl
Cli ..... 0 Vl Cli
E c V'l '~ -0
Cli
ro E 0.0 ..... c
Z c 0 0
Cli '';:; C ~
.....
Cli c. ..c Vl ro
.....
-0 E ,~ Cli Vl
-0 0 Cli
co C -0 -0 ..c
ro c .c: .....
u '" Ui
> 0 [j c
.....
[j -0 Cli ~
::l ..c Cli
Cli ..... '-
C1l
..c tlO ':!:: 0
..... .....
-0 C a.i >
c ..... Vl .....
ro ..... ::l [j
Cli
E ..... Cli
ro 0 ..c
Cli '+- .....
..... ro Cli ..c
Vl
> '+- ..0 ,-t=
Vl 0 C1l ~
..... .....
ro c ro ~
::l Cli > .....
E ro 0
-0 ..... ~
0 Cli
E u c
ro Cli '~
ro C. E
Vl Cli C. Vl
..... ::l .....
E Cli
::l cr .....
Cli Cli Vl
..... '+- ro
Vl C1l ..... ~
> Cli
V'l Vl ~
..... ro tlO
c u Cli
Cli C
, ;+: c. '';::;
..... Vl
Vl Cli ..c
..... ..... tlO ,~
u.. tlO C
Cli C ..... -0
Vl
..c u 'x c
f- 'i:: Cli ro
C. 0
Cli Cli
..... Vl > -0
0 ..c ro ::l
Z f- ..c C1l
2009-363
d. Other Forms
1. RFQ Annual Purchase Order
H. RFQ Subcontractor's List
HI. RFQ Non-Collusion Affidavit
IV. Masters Bid Bond
v. Manufacturers Limited Warranty
Masters & Associates/Westnet
RFQ F -09-11 Response
City of San Bernardino
2009-363
ANNUAL PURCHASE ORDER
Effective on or about October 1,2009 through June 30, 2010 plus three (3) single-year
renewal options for City's requirements,
Option year one if exercised, shall be effective July 1, 2010 through June 30, 2011.
Option year two if exercised, shall be effective July 1,2011 through June 30, 2012.
Option year three if exercised, shall be effective July 1,2012 through June 30, 2013.
Actual option year pricing shall be negotiated with the successful Bidder(s) prior to
exercising of any given option year. Option years shall become effective only upon
issuance by the City of a duly authorized Purchase Order.
Are there any other additional or incidental costs that will be required by your firm
in order to meet the requirements of the Technical Specifications? Yes / 0
(circle one). If you answered "Yes", please provide detail of said additional cost.
Please indicate any elements of the Technical Specifications that cannot be met
by your firmoA'./'!
"It? /Je,,-
Have you included in your Bid all informational items and forms as requested?
0e~ / No . (circle one). If you answered "No", please explain:
-
This offer shall remain firm for 120 days from RFQ close date.
Terms and conditions as set forth in this RFQ apply to this Bid.
Cash discount allowable %
terms are: Net thirty (30) days.
days; unless otherwise stated, payment
In signing this Bid, Bidder(s) warrants that all certifications and documents
requested herein are attached and properly completed and signed.
From time to time, the City may issue one or more addenda to this RFQ. Below,
please indicate all Addenda to this RFQ received by your firm, and the date said
Addenda was/were received.
26
2009-363
Verification of Addenda Received
Addenda No: J
Addenda No: j
Addenda No: 3
Received on: ~ 7(~
Received on: '~7 't:)Pj
Received on: U 14 (ocr
~~
AUTHORIZED SIGNATURE:
PRINT SIGNER'S NAME AND TITLE: V\, ~ ~ l"t f./ Q l,. .1< t M)\,e"f C F D
DATE SIGNED:
_f1!"1 a1
w W\ MA~T~lts + J4~5'j) c l;/lt5 [~C.
I
(bDt LJ~lLs4t~:tIZb
COMPANY NAME & ADDRESS:
Wi .1.12 ,) l /... r v N. r)C. 75'6 0 ~
PHONE: "/ (,,'1 >b&' '1&j P b FAX: ~l" "/ r (.. ($. Lf' t ~
EMAIL:"'''~ <c&'MAsnI1S" J4S~oCllflVS.~~ rVI
IF SUBMITTING A "NO BID", PLEASE STATE REASON (S) BELOW:
27
2009-363
SUBCONTRACTOR'S LIST
As required by California State Law, the General Contractor bidding will
hereinafter state the subcontractor who will be the subcontractor on the job for
each particular trade or subdivision of the work in an amount in excess of one-
half of one percent of the General Contractors total bid and will state the firm
name and principal location of the mill, shop, or office of each. If a General
Contractor fails to specify a subcontractor, or if he specifies more than one
subcontractor for the same portion of work to be performed under the contract in
excess of one-half of one percent, he agrees that he is fully qualified to perform
that portion himself and that he shall perform that portion himself.
~
DIVISION OF NAME OF FIRM OR LOCATION
WORK OR CONTRACTOR CITY
TRADE
. (lQ~~ ~l-€c~ (j . L. Ch,nt1 ~\tls. r ~
1t- .p?s,s iJ:,1 ~ controc-lzr'.
~
~
Signature of Bidder
REJECTION OF BIDS
The undersigned agrees that the City of San Bernardino reserves the right to
reject any or all bids, and reserves the right to waive informalities in a bid or bids
not affected by law, if to do seems to best serve the public interest.
28
L;ce~ ..
8S7/tD I
2009-363
NON - COLLUSION AFFIDAVIT
TO: THE COMMON COUNCil, CITY OF SAN BERNARDINO
In accordance with Title 23, United States Code, Section 112, the undersigned
hereby states, under penalty of perjury:
That he/she has not, either directly or indirectly, entered into any agreement,
participated in any collusion, or otherwise taken action in restraint of free
competitive Bid in connection with RFQ F-09-11.
Business Name l,J M M;4 ~Ien~ H,JD~o(!I~Tt'S I~C
I ·
Business Address I ~ () I (,...) Ii LL i( <it? ::tr, r ~ C ~ 4JaUTo,J I 1" J\ 710 010
Signature of Bidder(S)~ ../
lJ ~ L (p:').) C b V1 J'r '1 l r e XJi 5:>
Place of Residence
Subscribed and sworn before me this / 1-1- h day of 0LLr-J e , 20Qj
Notary Public in and for the County of --no. f ( CS , State of
Califarnia,
IE..)(.QS
My commission expires 3- '7 - 2010 ,20_,
$~~ MICHELLE LINDSEY
f:f".Jk. \';d NOTARY PllBLK: STATE OF tEXAS
\,;,,~!."I c_N.-a:
<'''>;orr~'Y 03-07-201 0
.....-.......
29
2009-363
"~~Arch Insurance
)--y \: Company
a member of Arch Insurance Group
BID BOND
KNOW ALL MEN BY THESE PRESENTS,
That we, WM Masters and Associates, Inc.
as Principal, hereinafter called the Principal, and. Arch Insurance Company
, a corporation duly organized under the laws of the State
Of Missouri, hereinafter called the Surety, are held and firmly bound unto City of San Bernardino
as Obligee, hereinafter called the Obligee, in the sum of Ten Percent of the Greatest Amount Bid
Dollars ($ 10% GAB ),
for the payment of which sum well and truly to be made, the said Principal and the said Surety, bind ourselves, our
heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents.
WHEREAS, the Principal has submitted a bid for
Fire Station Control System RFQ F-09-11
NOW, THEREFORE, if the Obligee shall accept the bid of the Principal and the Principal shall enter into a
Contract with the Obligee in accordance with the terms of such bid, and give such bond or bonds as may be
specified in the bidding or Contract Documents with good and sufficient surety for the faithful performance of
such Contract and for the prompt payment of labor and material furnished in the prosecution thereof, or in the
event of the failure of the Principal to enter such Contract and give such bond or bonds, if the Principal shall pay
to the Obligee the difference not to exceed the penalty hereof between the amount specified in said bid and such
larger amount for which the Obligee may in good faith contract with another party to perform the Work covered by
said bid, then this obligation shall be null and void, otherwise to remain in full force and effect.
Signed and sealed this ~6th day of June , 2009
~.-..\--) WM Masters and Associates. Inc.
(Principal)
7 c-,'": 0
(Title) .
~-
j (Seal)
\
" ~
(Seal)
Printed in cooperation with the American Institute of Architects (AlA). The language in this document
conforms exactly to the language used in AlA Document A310, February, 1970 edition.
POWER d~AfCfORNEY
Know All Men By These Presents:
That the Arch Insurance Company, a corporation organized and existing under the laws of the State of Missouri, having its
principal office in Kansas City, Missouri (hereinafter referred to as the "Company") does hereby appoint
Holly Hart, John Ward, Eva Limmer, Douglas Moore, Emily Mikeska and Jerry Kiker of Dallas, TX (EACH)
its true and lawfiJIAttorn:ey(s}.in-Fact, to make, execute, seal, and deliver from the date of issuance of this power for and
on its behalf as surety, and as its act and deed:
Any and all bonds and undertakings
EXCEPTION: NO AUTHORITY is granted to make, execute, seal and deliver bonds or undertakings that guarantee the
payment or collection of any promissory note, check, draft or letter of credit.
This authority does not permit the same obligation to be split into two or more bonds in order to bring each such bond
within the dollar limit of authority as set forth herein.
The Company may revoke this appointment at any time.
Tne execution of stich bonds and undertakings in pursuance of these presents'shail be as binding upon the said
Company as fully and amply to all intents and purposes, as if the same had b,een duly executed and aCknowledged by its
regularly elected officers at its principal office in Kansas City, Missoud.' .
This Power of Attorney is executed by authority of resolutions adopted by unanimous consent of the Board of Directors of
the Company on March 3, 2003, true and accurate copies of which are hereinafter set forth and are hereby certified to by
the undersigned Secretary as being in full force and effect:
''VOTED, That the Chainnan of the Board, the President, or any Vice President, or their appointees designated in writing
and filed with the Secretary, or the Secretary shall have the power and authority to appoint agents and attorneys-in-fact,
and to authorize them to execute on behalf of the Company, and attach the seal of the Company thereto, bonds and
undertakings, recognizances, contracts of indemnity and other writings. obligatory in the nature thereof, and any such
officers of the Company may appoint agents for acceptance of process."
This Power of Attorney is signed, sealed and certified by facsimile under and by authority of the following resolution
adopted by the unanimous consent of the Board of Directors of the Company on March 3, 2003:
VOTED, That the signature of the Chairman of the Board, the President, or any Vice President, or their appointees
designated in writing and filed with the Secretary, and the signature of the Secretary, the seal of the Company, and
certifications by the Secretary, may be affixed by facsimile on any power of attorney or bond executed pursuant to the
resolution adopted by the Board of Directors on March 3, 2003, and any such power so executed, sealed and certified
with respect to any bond or undertaking to which it is attached, shall continue to be valid and binding upon the Company.
00ML0013 00 03 03
Page 1 of 2
Printed in U.S.A.
2009-363
In Testimony Whereof, the Company has caused this instrument to be signed and its corporate seal to be affixed by their
authorized officers, this 4th day of December , 20~.
Arch Insurance Company
Attested and Certified
STATE OF PENNSYLVANIA SS
COUNTY OF PHILADELPHIA SS
't Brian C. Kuhn, a ~Jctary PublIc, do hereby certify that ~w1artin J. Nilsen and J. ~,,1ichae! Pete personal!y kno\vn to", me to be
the same persons whose names are respectively as Secretary and Vice President of the Arch Insurance Company, a
Corporation organized and existing under the laws of the State of Missouri, subscribed to the foregoing instrument,
appeared before me this day in person and severally acknowledged that they being thereunto duly authorized signed,
sealed with the corporate seal and delivered the said instrument as the free and voluntary act of said corporation and as
their own free and voluntary acts for the uses and purposes therein set forth.
~
-~ ----~<
Brian C. Kuhn, Notary Public --
My commission expires 12-06-2011
CEB.IlEICA T'-Qr~L
COMMor-rW'EALT"ri OF PENNSnV AN1A
NOTARIAL SEAL
Brian C. Kuhn, Notary Public
City ofPhiladelpbia, Philadelphia County
Mvcom.Dlis~jon expir~J)ec_elll~~[ Q6,ZOlL L___
r, Martin j. Nilsen, Secretary of the Arch Insurance Company, do hereby certify that the attached Power of Attomey -dated
f)pr,pmhpr 4 200R on behalf of the person(s) as listed above is a true arid correct copy and that the same has been
in full force and effect since the date thereof and is in full force and effect on the date of this certificate; and I do further
certify that the said J. Michael Pete, who executed the Power of Attorney as Vice President, was on the date of execution
of the attached Power of Attorney the duly elected Vice President of the Arch . Insurance Company.
This Power of Attorney limits the acts of those named therein to the bonds and undertakings specifically named therein
and they have no authority to bind the Company except in the manner ~lOd to the extent herein stated.
PLEASE SEND AlL CLAIM INQUIRIES RELATING TO THIS BOND TO THE FOLLOWING ADDRESS:
Arch Surety
3 Parkway, Ste. 1500
Philadelphia, PA 19102
00ML0013 00 03 03
Page 2 of 2
Printed in U.S.A.
~ ~A
,,~
~-V \
ARCH Insurance Company
2009-363
ARCH Surety
IMPORTANT NOTICE
To obtain information or make a complaint:
You may contact your agent at the telephone number provided on the Declarations page
of your policy.
You may Arch Insurance Company, at the toll-free telephone number or address
provided below:
Arch Insurance Company
Attention: Mike Pete
3 Parkway Suite 1500
Philadelphia PA 19102
1-866-472-8845
PREMIUM OR CLAIM DISPUTES:
Should you have a dispute concerning your premium or about a claim you should contact the
agent or the company first.
ATTACH THIS NOTICE TO YOUR POLICY:
This notice is for information only and does not become a part or condition of the attached
document.
(Ed. 4/03)
Printed in U.S.A.
2009-363
WESTNET, INC.
STANDARD LIMITED WARRANTY
1. Westnet, Inc. ("Westnet') is providing its "Limited Warranty" covering the First-In products,
parts, components and system being purchased by Customer under this Agreement (collectively, the
"Products") as set forth in this Paragraph I. This warranty begins upon first beneficial use of the Product
by the Customer or when Westnet completes the installation, whichever occurs first.
A. Westnet warrants exclusively to Customer that each Product sold hereunder will be free from
defects in material and workmanship for a period of one (I) year from the date of delivery of the
Product to Customer or, if installation is performed by Westnet or a subcontractor of Westnet,
from the date of installation. If Westnet or a subcontractor of Westnet performs the installation,
such installation service will be deemed to be part of the Product for purposes of this Limited
Warranty and Westnet's liabilities under this Agreement. Any parts and cabling used in the
installation of a Product are not covered by this Limited Warranty unless Westnet (and not
Customer or a third party installation company) performs the complete installation. Any Product
claimed by Customer to violate this Limited Warranty must be returned to Westnet's designated
service center at the expense of Customer, provided that West net will first be given the
opportunity, at its option and expense, to inspect the Product in its installed location and may
elect to waive such return. Westnet will perform all warranty work at its service location only
and not at the Customer's location, unless Vv' estnet agrees, in its sole discretion, to undertake the
warranty work at Customer's location. Westnet's sole obligation and Customer's exclusive
remedy for any breach of this Limited Warranty will be the repair or replacement, at Westnet's
option, of the defective Product. Any replacement or repaired Product will be covered by this
Limited Warranty only for the remainder of the original warranty period. Any replacement or
repaired Product may be made with new or reconditioned components and will be shipped to
Customer at the expense of Westnet. Any replaced Product becomes the property of Westnet. If
Westnet determines that such repair or replacement is not economical or feasible or such remedy
fails of its essential purpose, Customer's exclusive alternate remedy and Westnet's sole obligation
for any breach of this Limited Warranty will be the return to Customer of the purchase price paid
to Westnet for the Product, provided Customer has returned the Product to Westnet.
B. This Limited Warranty applies only if Westnet' s testing and examination of the Product discloses
that the alleged defect or malfunction of the Product exists and was not caused by Customer's or
any third person's misuse, negligence, improper installation or testing, or unauthorized attempts
to open, repair or modify the Product, or by accident, fire, water, lightening, power cuts or
outages, power or telephone line transients, other hazards, or acts of God, or by any other cause
beyond the range of intended use in accordance with the Product's normal usage and Westnet's
published instructions. This Limited Warranty will apply only if Customer notifies Westnet of
the defect in writing not more than one (1) year after its delivery to Customer. This Limited
Warranty does not cover physical damage to the surface of the Product after its delivery to
Customer, including cracks or scratches on the LCD or outside casing. This Limited Warranty
does not apply when the malfunction results from the use of this Product in conjunction with
other products, or ancillary or peripheral equipment, and Westnet determines there is no fault
with the Product itself. This Limited Warranty does not apply to any defect or malfunction of the
Product due to any communications software or device Customer may use with the Product.
Customer will promptly inspect all Products delivered to it. Any claim against Westnet under this
2009-363
Limited Warranty or otherwise for damages to or defects in the delivered Products that are
observable in a reasonable visual inspection will be deemed waived unless the claim is made in
writing to Westnet within thirty (30) days after such delivery.
C. EXCEPT FOR THIS EXPRESS LIMITED WARRANTY AND WESTNET'S STATUTORY
WARRANTY OF GOOD TITLE, WESTNET MAKES NO WARRANTIES OR
REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE,
REGARDING THE PRODUCTS COVERED HEREBY, INCLUDING (WITHOUT
LIMITATION) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE WITH
DESCRIPTION, OR (SUBJECT TO PARAGRAPH 4) NONINFRINGEMENT OF PATENTS
OR OTHER PROPRIETARY RIGHTS. NO EMPLOYEE, AGENT OR REPRESENTATIVE
OF WESTNET IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY
ON BEHALF OF WESTNET RELATING TO THE PRODUCTS EXCEPT TO THE EXTENT
SPECIFICALL Y STATED HEREIN. WESTNET NEITHER ASSUMES NOR AUTHORIZES
ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION
WITH THE SALE, INST ALLA TION, MAINTENANCE OR USE OF THE PRODUCTS.
2. LIMITS ON LIABILITY. EXCEPT AS EXPRESSLY PROVIDED IN PARAGRAPHS I AND 4, IN
NO EVENT, WHETHER BASED ON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE,
STRICT LIABILITY IN TORT OR ANY OTHER LEGAL THEORY, (A) WILL WESTNET BE LIABLE
FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR COST OF
COVER ARISING OUT OF CUSTOMER'S SELECTION, ORDERING, PURCHASE, USE, RESALE OR
DISTRIBUTION OF THE PRODUCTS COVERED HEREBY, OR OTHERWISE, EVEN IF WESTNET
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR (B) WILL WESTNET'S
TOTAL LIABILITY TO CUSTOMER AND ANY THIRD PARTIES WITH RESPECT TO ANY
SPECIFIC PRODUCT AND ANY RELATED SERVICES EXCEED THE PURCHASE PRICE TO
WESTNET FOR THAT PRODUCT AND SUCH SERVICES. SUCH DAMAGES THAT WESTNET
WILL NOT BE LIABLE FOR INCLUDE, BUT ARE NOT LIMITED TO: LOSS OF PROFITS, SAVINGS
OR REVENUE; LOSS OF USE OF A PRODUCT OR ANY ASSOCIATED EQUIPMENT; COST OF
CAPITAL; COST OF ANY SUBSTITUTE GOODS, EQUIPMENT, FACILITIES OR SERVICES;
DOWNTIME; AND, EXCEPT AS PROVIDED IN PARAGRAPH 4, THE CLAIMS OF THIRD PARTIES
INCLUDING CUSTOMER'S EMPLOYEES OR AGENTS AND ANY PERSONS TO WHOM
CUSTOMER PROVIDES SERVICES.
3. FORCE MAJEURE, SHORTAGES AND OFFSETS. Westnet will not be liable for loss or
damage of any kind resulting from any delay in delivery or failure to supply ordered Products or
otherwise carry out its obligations under this Agreement due to causes beyond its reasonable control, and
no such event will relieve Customer of its obligations to make payments for other deliveries made when
due under this Agreement. Such causes may include, but shall not be limited to, acts of God, the
elements, acts or omissions of Customer, carriers, suppliers to Westnet or civil or military authorities,
fires, labor disputes and other inabilities of Westnet to obtain necessary labor, materials or supplies from
usual sources. If temporarily excused from performance under this Agreement by any such
circumstances, Westnet shall resume its performance as soon as is reasonably feasible. Westnet reserves
the right, in its sole judgment and without liability to Customer, reasonably to allocate its available
production capacity and Product inventories as may be necessary or equitable in the event of any
shortages of production capacity or Products at any time. Westnet may offset against any amounts owed
by Westnet to Customer under this Agreement or otherwise any credits or amounts that are owed by
Customer to Westnet under this Agreement or otherwise.
2
2009-363
4. INFRINGEMENT. Westnet agrees to defend Customer against, and pay any damages awarded
against Customer and direct expenses, including attorneys' fees, reasonably incurred by Customer (but
excluding any lost revenues, lost profits or other consequential economic damages of Customer) as a
result of, any action brought against Customer, if and to the extent the action is based on a valid claim that
any Product delivered to Customer under this Agreement infringes another person's patent, copyright,
trade secret or trademark. Westnet's obligations under this paragraph will be conditioned upon Customer
promptly notifying Westnet in writing of the existence of any such action, giving Westnet full authority to
conduct the defense and settlement of the action, at Westnet's expense and with counsel of Westnet's
selection, and cooperating fully with Westnet and such counsel. If any Product becomes, or in Westnet's
opinion is likely to become, the subject of an action for such infringement, Westnet may procure for
Customer the right to continue using the Product or replace or modify it to make it noninfringing,
provided such replacement or modification does not affect the performance or value of the Product to
Customer in a materially adverse manner. Alternatively, Westnet may return to Customer the purchase
price paid to Westnet for such Product and Customer shall return the Product to Westnet at Westnet' s
expense. Westnet will not have liability for, and Customer will defend Westnet against, and pay any
damages awarded against Westnet and direct expenses, including attorneys' fees, reasonably incurred by
Westnet (but excluding any lost revenues, lost profits or other consequential economic damages of
Westnet) as a result of, any action is brought against Customer or Westnet, if and to the extent that the
action is based on a valid claim that Westnet's compliance with Customer's design or specifications for a
Product or Customer's use or combination of the Product with any material or process not acquired from
Westnet (if the infringement would not have resulted from use of the Product without such material or
process) infringes another person's patent, copyright, trade secret or trademark. The foregoing states
Westnet's entire liability with respect to any infringemcnt of patents, copyrights, trade secrets, trademarks
or other proprietary rights relating to the Products.
5. INDEMNIFICA TION. Subject to Paragraphs I and 4, Customer agrees to indemnify, defend
and hold harmless Westnet against and from any claims, damages, losses, expenses (including attorneys'
fees) and liabilities incurred by Westnet as a result of acts or omissions of Customer and its affiliates,
employees or subcontractors or in connection with Customer's installation or use of a Product or its other
acti vities.
6. GOVERNING LAW. This Agreement will be governed by the laws of the State of California,
U.S.A., excluding their Conflicts of laws principles. The United Nations Convention of Contracts for the
International Sale of Goods is hereby excluded in its entirety from application to this Agreement.
7. SEVERABILITY. Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall be ineffective to the extent of such prohibition or unenforceability without invalidating
any other provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.
3
2009-363
IV. Appendices
Appendix 1 - Westnet First-In Fire Station Alerting System Catalog
Appendix 2 - Fox News Story on First-In Alerting Systems
Appendix 3 - Washington Post Article on First-In Alerting Systems
Masters & Associates/Westnet
RFQ F-09-11 Response
City of San Bernardino
The Less-Alarming Wake-Up
2009-363
Page I of 3
washingtonpost.com
The Less-Alarming Wake-Up
Turning Down Decibels Healthier for Firefighters
By Daniela Deane
Washington Post Staff'Writer
Monday, March 10, 2008; BO I
APPENDIX 3
Jesus Escobedo is nodding off atop his Batman sheets when the little red lights flip on, casting a low
light across his face. A woman's voice informs him gently, almost seductively, that it's time to get up.
An alert is going out because an elderly nursing home patient is on the edge of death.
"Engine, medic, altered level of consciousness, "the voice tells the Arlington County firefighter as he
jumps out of his bed at the Ballston firehouse. In a matter of minutes, Escobedo is dressed and hurtling
down Carlin Springs Road toward the nursing home.
"One minute you're sleeping, and the next minute you're going 50 miles an hour," said Escobedo, 27,
sitting in the firetruck, sirens blaring, on his way to the 911 call last week. "And it can happen several
times a night. It's a lot better when the waking up part is a little bit nicer."
A firefighter's job can be very stressful, involving long shifts, emotionally draining work and a response
time measured in seconds, often many times a night. To reduce the cumulative stress on their 315
firefighters and paramedics, Arlington was one of the first jurisdictions in the Washington region to
install kinder, gentler wake-up calls in its 10 firehouses.
"Before we put this in, fluorescent lights would snap on overhead, lighting up the whole place, and there
would be this loud, shrill, rapid-fire beeping," said Capt. Randy Higgins, an Arlington firefighter for 24
years and Escobedo's shift supervisor. "You'd go from sound asleep to your heart beating wildly in your
throat several times a night."
The conscyuenccs can be alarming.
Cardiac arrest -- not fighting fires -- is the leading cause of death among the estimated 300,000 full-time
firefighters throughout the country, said Patrick Morrison of the International Association of Fire
Fight~rs. Morrison, assistant in charge of education and training at the union, said that more than 50
firefighters die each year of heart attacks.
"The big thing we're seeing is that loud, sudden sounds give them a huge adrenaline dump," he said.
"And the cumulative effect of that is contributing to early heart disease."
Morrison said studies have shown that heart rates more than double when firefighters, even the
youngest, most fit ones, are roused by loud sounds and lights. Arlington is at the forefront of a national
trend toward less jarring wake-up calls at firehouses, he said.
"When you go through that surge of adrenaline as many times as we do, it's worth making these kinds of
investments in a system that diminishes that effect just a little bit," Arlington Fire Chief James Schwartz
said.
Arlington installed its system in 2004, just six months after the city of Manassas Park. Since then, Prince
mhtml:file://C:\Documents and Settings\kelly\Desktop\Articles\The Less-Alarming Wake-... 4/29/2009
The Less-Alarming Wake-Up
2009-363
Page 2 of 3
William and Stafford counties have opted for the system, which is sold by several vendors.
Other local fire departments, including Fairfax, want to make the switch as they upgrade their facilities
or their budgets allow it.
With the economic downturn, it is unclear when funds will be approved for the county to install the
system in its 38 fire stations, Fairfax Battalion Chief Dean Cox said. "It's becoming the standard in the
Metro area," he said.
Besides a healthier wake-up, the system has other advantages.
It's targeted, so it alerts only the crew needed on a specific call, not everyone in the firehouse. And the
computer-activated system is faster, so it shaves important seconds off response time. The firefighters
are usually already running toward their vehicles by the time they hear where they're going.
"It might save them 10 to 15 seconds," said Carol Saulnier, Arlington's chief fire marshal. "That might
not seem like a lot, but it can really make the difference between life and death."
Arlington's average response time -- from the moment the dispatcher advises the firefighters to the time
they get to their destination -- is four minutes, which is better than the national standard. Arlington
firefighters and paramedics answered 24,2! 5 emergency calls in 2007; Escobedo's station in Ballston
took 5,565 ofthose calls.
Schwartz gets excited about another feature of the system: the ability of one jurisdiction to directly
dispatch firefighters from another. That won't work until everyone is on the same page, though.
"Several times a day already, units from Fairfax run into Arlington to serve our citizens who dial 911 on
the west end of Columbia Pike, since the closest unit to a good deal of that portion of Arlington is in
Baileys Crossroads," said Schwartz. "When Fairfax comes online with the system, we will be able to
alert them from our own dispatch center, which could cut up to a couple minutes off our response time."
Schwartz said that "response time is everything" in the emergency services business. "if you're in
cardiac arrest, you need CPR within four minutes," he said.
A few decades ago, volunteer firefighters in many rural communities across the country would be roused
from beds in their own homes by loud wailing sirens that would wake up the whole area.
Then came the night-watch method of alert, where firefighters would take turns staying up to answer a
dispatcher's call on the phone and then wake up the rest of the team. Or one firefighter would sleep next
to the phone and have the responsibility of answering it and waking everyone up. After that, the radio-
based system with the loud, shrill beep-beep prevailed.
Still, in some fire departments in the country, every time there's a call, every fire station in the area gets
notified, according to the IAFF.
Escobedo, who's only worked with the new system, admits he's got the sultry woman's voice turned up
as high as it goes. He said he tends to be a heavy sleeper.
Is there any worry that it's all just a little too gentle?
mhtml:file://C:\Documents and Settings\kelly\Desktop\Articles\The Less-Alarming Wake-... 4/29/2009
The Less-Alarming Wake-Up
2009-363
Page 3 of 3
"Nah," said Higgins. "There's a lot of peer pressure to get up quickly in this job. You don't want to be
the guy who slept through the alarm. You get called Rip Van Winkle and stuff like that. You never live
it down."
Post a Comment
VjJ!~i1HC;;QQ1mJ!ll~ that have been posted about this article.
Comments that include profanity or personal attacks or other inappropriate comments or material will be removed from the site.
Additionally, entries that are unsigned or contain "signatures" by someone other than the actual author will be removed. Finally, we
will take steps to block users who violate any of our posting standards, terms of use or privacy policies or any other policies
governing this site. Please review the full rules governing commentaries and discussions. You are fully responsible for the content
that you post.
iQ 2008 The Washington Post Company
mhtml:file://C:\Documents and Settings\kelly\Desktop\Articles\The Less-Alarming Wake-... 4/29/2009
2009-363
PURCHASE AGREEMENT
This Purchase Agreement is entered into this 7th day of December , 2009 ,
by and between Tiburon, Inc. ("Vendor") and the City of San Bernardino ("City" or "San
Bernardino").
WITNESSETH:
WHEREAS, the Mayor and Common Council has determined that it is advantageous
and in the best interest of the City to contract for the purchase of the interface from CAD/Ti to
the Westnet Fire Alerting System; and
WHEREAS, the City of San Bernardino accepts the quote from available Vendor for
the interface from CAD/Ti to the Westnet Fire Alerting System.
NOW, THEREFORE, the parties hereto agree as follows:
1. SCOPE OF SERVICES.
For the remuneration stipulated, San Bernardino hereby engages Vendor to provide the
required interface of the fire station alerting system to 12 fire stations and the fire dispatch
center per their Enhancement Proposal Specification #EP-269585A attached hereto and
incorporated herein as Attachment "B".
2. COMPENSATION AND EXPENSES.
a. For the products and/or services delineated above, the City, upon presentation of an
invoice, shall pay the Vendor up to the amount of $36,065.48 for the interface of the
fire station alerting system to 12 fire stations and the fire dispatch center in
accordance with their Enhancement Proposal Specification #EP-269585A.
b. No other expenditures made by Vendor shall be reimbursed by City.
3. TERM; TERMINATION.
This purchase shall be completed within FY 09/1 O.
This Agreement may be terminated at any time by thirty (30) days' written notice by
either party. The terms of this Agreement shall remain in force unless mutually amended.
t"'~
4. WARRANTY
-\l OHdSI GXPlv;:,;:,ly wllft'l'lRtEl that all pfoduvb i:tIlJ ;:'vl v ieG~ ~tlppliccl to City by V ~mclor
lan(hi:r tai~ A,S' I;; 1;;111\:; "t ~hall c6n[VllII t6 the ~pce;i:fi8ationlS, anPNingEl or othor deseriptiofl lif'lOfl
which tlli~ ptudlMG is baEl0a, shall be; fit i\lLd ;:,u[Lvicnt for the pUl"p5StJ int€Rd~d, rn~r('h.lRtab]~,
-of g99t'i mahj;rial aHa ';(0rkmElTlBhip, free flonl Jd~~Gt~ and free cmd eleaf of allli0R8 Elr
------@IlCYmefElTlecs. IHSpSGtiQIl, tCilstiHg;, aeeeptaHce 9r Y~@ oftbEl gOOcl8 B)' the Cit), ii:hllll !lQt jlm~ct
-Vcndt)f'3 obligMi6fis tmdeI thi~ W<111CUlty, ltud stieR '"\,':.lIT:;m.ty ~hllll ~11r.'i'v0 im;fl8ctioH:, t@l';tiRg,
_ a('('@13temee aRQ YEJS. V endol aglv~'" to rtJpltte;e; or e;eI"itJet promptly deFeetEl of emy gooaEl or
lSep..ic@~ nf\t ('onff\.....-.iRg to tRC rereg5in.g \, aI'fl:lfl.ty ',vit1:J.oblt @xfl@nlS@ to th@ City, \VfteH Rotifigd
-Q~~h UQfl c9Rf9mJity l))' Cit), If V eRdor hill;; to COIT@ct tb~ dd@ct8 iR Sf replaee Hen '"
-e61IfcmniHg g09dE; sr serviG88 }'1fQtuptly, Cit), may, after Hla!,;9Raele REltiee to VCHaOf, I'l'HHf@ .C>
_--S'.lch C9IT0etioHIS Elr sft@ct coy@r, or cyr@, at V@mlor'E; 6Kp8RBG. "Roa88Raele notiee" 1\)1
PblFfl91';88 8fthi~ ~6etim'l sball Hot be a@@m~d tQ f''''lllirp mon~ tn:ln 60 {',::}]pn(br'l daY9 nf\tice ~
-
2009-363
t^b~
,-btlfore c;GlHHl81'1eellll;;ul U[ I;;[furls by the City to erred vUVvl Vl c\ vUl(, e:xee:]3t l7f38R '.yritten-
agree;mGnt v[ Llll;; f ltl'ties.
4.5. INDEMNITY.
Vendor agrees to and shall indemnify and hold the City, its elected officials, employees,
agents or representatives, free and harmless from all claims, actions, damages and liabilities of
any kind and nature arising from bodily injury, including death, or property damage, based or
asserted upon any actual or alleged act or omission of Vendor, its employees, agents, or
subcontractors, relating to or in any way connected with the accomplishment of the work or
performance of services under this Agreement, unless the bodily injury or property damage was
actually caused by the sole negligence of the City, its elected officials, employees, agents or
representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its
own expense, including attorney's fees, the City, its elected officials, employees, agents or
representatives from any and all legal actions based upon such actual or alleged acts or
omissions. Vendor hereby waives any and all rights to any types of express or implied
indemnity against the City, its elected officials, employees, agents or representatives, with
respect to third party claims against the Vendor relating to or in any way connected with the
accomplishment of the work or performance of services under this Agreement.
6. INSURANCE.
While not restricting or limiting the foregoing, during the term of this Agreement,
Vendor shall maintain in effect policies of comprehensive public, general and automobile
liability insurance, in the amount of $1 ,000,000.00 combined single limit, and shall file copies
of said policies with the City's Risk Manager prior to undertaking any work under this
Agreement. City shall be set forth as an additional named insured in each policy of insurance
provided hereunder. The Certificate of Insurance furnished to the City shall require the insurer
to notify City of any change or termination in the policy.
7. NON-DISCRIMINATION.
In the performance of this Agreement and in the hiring and recruitment of employees,
Vendor shall not engage in, nor permit its officers, employees or agents to engage in,
discrimination in employment of persons because of their race, religion, color, national origin,
ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or
sexual orientation, or any other status protected by law.
8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
Vendor warrants that it possesses or shall obtain, and maintain a business registration
certificate as required under Chapter 5 of the Municipal Code, and any other license, permits,
qualifications, insurance and approval of whatever nature that are legally required of Vendor to
practice its business or profession.
9. NOTICES.
Any notices to be given pursuant to this Agreement shall be deposited with the United
States Postal Service, postage prepaid and addressed as follows:
2009-363
TO THE City:
Fire Chief
200 East Third Street
San Bernardino, CA 92410
Telephone: (909)384-5286
TO THE Vendor:
Tiburon, Inc.
Attn: J ennine Weber
6200 StoneridgeMail Road Suite #400
Pleasanton, CA 94588
Telephone: (925) 621-2700
10. ATTORNEYS' FEES
In the event that litigation is brought by any party in connection with this Agreement,
the prevailing party shall be entitled to recover from the opposing party all costs and expenses,
including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of
its rights or remedies hereunder or the enforcement of any of the terms, conditions or
provisions hereof. The costs, salary and expenses of the City Attorney and members of his
office in enforcing this Agreement on behalf of the City shall be considered as "attorneys' fees"
for the purposes of this paragraph.
11. ASSIGNMENT.
Vendor shall not voluntarily or by operation of law assign, transfer, sublet or encumber
all or any part of the Vendor's interest in this Agreement without City's prior written consent.
Any attempted assignment, transfer, subletting or encumbrance shall be void and shall
constitute a breach of this Agreement and cause for the termination of this Agreement.
Regardless of City's consent, no subletting or assignment shall release Vendor of Vendor's
obligation to perform all other obligations to be performed by Vendor hereunder for the term of
this Agreement.
12. VENUE.
The parties hereto agree that all actions or proceedings arising in connection with this
Agreement shall be tried and litigated either in the State courts located in the County of San
Bernardino, State of California or the U.S. District Court for the Central District of California,
Riverside Division. The aforementioned choice of venue is intended by the parties to be
mandatory and not permissive in nature.
13. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of California.
14. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding on and inure to the benefit of the parties to this
Agreement and their respective heirs, representatives, successors, and assigns.
15. HEADINGS.
The subject headings of the sections of this Agreement are included for the purposes of
convenience only and shall not affect the construction or the interpretation of any of its
prOVIsIOns.
2009-363
16. SEVERABILITY.
If any provision of this Agreement is determined by a court of competent jurisdiction to
be invalid or unenforceable for any reason, such determination shall not affect the validity or
enforceability of the remaining terms and provisions hereof or of the offending provision in any
other circumstance, and the remaining provisions of this Agreement shall remain in full force
and effect.
17. REMEDIES; WAIVER.
All remedies available to either party for one or more breaches by the other party are
and shall be deemed cumulative and may be exercised separately or concurrently without
waiver of any other remedies. The failure of either party to act in the event of a breach of this
Agreement by the other shall not be deemed a waiver of such breach or a waiver of future
breaches, unless such waiver shall be in writing and signed by the party against whom
enforcement is sought.
18. ENTIRE AGREEMENT; MODIFICATION.
This Agreement constitutes the entire agreement and the understanding between the
parties, and supercedes any prior agreements and understandings relating to the subject manner
of this Agreement. This Agreement may be modified or amended only by a written instrument
executed by all parties to this Agreement.
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day
and date set forth below.
Dated:
,2009
:~~:~
Its W ~ ~ rJ n _n
DatedG'~ / 7, 2009
CITY OF SAN BERNARDINO
B
Approved as to Form:
James F. P nrnan, City Attorney
By:
Attachment "B"
TIBUR"N~
Tibu,on. Int.
5.10;) Slcne,jdge Mal! Roa"
Suite 400
PieaSilnlo",. CA 94588
USA
r: 92;.621.2700
F: q75.6'1"'9~
1.\.'VN','. rihuronh,r ,rrlm
September 4, 2009
Mr. Michael Eckley
Public Safety Systems Manager
City of San Bemardino
300 North "D" SlIeet "B" Building
San Bernardino, CA 92418
~:
Enhancement Prooosal (EP).26958SA: Westnet Fire Alertinll with RIC
Reference A2reement:
A~ment for Extp.nMtt Services between the at)' of San Bernardino
and Tiburon. Inc. dated Julv 1. 1995.
Dear Mike:
Tiburon.. Inc. is pleased to present the Oty of San Bernardino (hereinafter, "Client') with this
Enhancement Proposal for a interface from CADffi to the Westnet fire Alerting System with the RIC.
(hereinafter, Ieferred to as the "Proposal").
Scooe Descrlotion and Resoonsibilities
The attached Exhibit 1, Statement of Work describes in detail each project task and associated completion
criteria and the responsibilities for: each party.
Price Descriotion
1) Proposal firm fixed price: S 31.512
2) The Tiburon Annual Maintenance Fee will inaease by the following amount as a IeSult of this
Proposal: .E.
3) This Proposal does not include any taxes levied by a government agency. Tues, if applicable are the
sole responsibility of the Client.
Bffective Date and Pavment Schedule
1) The work described herein will be scheduled to commence at a mutually agreeablc date after Cient's
acceptancc of Ibis Proposal.
A CoVPUDVNE COMPMIY
Mr. Michael Eckley
City of San Bernardino
Pmoosal- EP-269585A: Westnet Fire Alertin2 with RlC
Page 20f3
2) Payment Schedule:
. SO%
· SO%
Upon Tiburon receipt of the siped acceptaoce of this Proposal.
Upon Client's final acceptance of the work performed be1eunder.
3) Client's acceptance of this Proposal in the signature block provided below" authorizes Tiburon to
proceed with the work described herein and confirms funding will be obligated. Any requisite
contractual documents required by Client's purchasing procedures are the responsibility of the OienL
4) The terms and conditions of the Reference Agreement, Ap-eemenl for Extended Services between the
City of San Bernardino and TIhuron.lnc. daced July 1. 1995. and this Proposal prevail regBIdless of
any conflicting or additional termS and conditions on any Purchase Order or other correspondence.
Any contingencies or additional termS obtained on any PulCb8se Order are not binding upon Tiburon.
All Purchase Orders are subject to approval and acceptance by Tiburon.
S) This fIXed price Proposal is valid through Nov~mMr 30 2009. unless otherwise mOdified by Tiburon
in writing prior to Client" s acceptance.
The Remainder of this Page Intentioaally Left Blank
Mr. Michael Eckley
City of San Bernardino
ProoosaI- EP-269S85A: Westnet F1Ie Alertin2 with RlC
Page 3 on
Upon review and acceptance of this Proposal, please sign below and retum the signed copy of the
Proposal to Jennine Weber via e-mail at wwwJennine.Weber@tiburoninc.com or fax 510-217-6466. If
you have any questions or require further infOIIDlltion, please contact me at your convenience.
Sincerely,
P 1j}.Jr,.-
Jeonine Weber - Account Maoager
Attachments:
Exhibit A: Statement of Work
By this signature, Client accepts this Proposal
/~$,(tJ
Date
~~~ ~-?741;e1"
Printed Name I Title
Attachment "D"
PURCHASE AGREEMENT
This Purchase Agreement is entered into this day of
by and between Tiburon, Inc. ("Vendor") and the City of San Bernardino ("City" or "San
Bernardino").
WITNESSETH:
WHEREAS, the Mayor and Common Council has determined that it is advantageous
and in the best interest of the City to contract for the purchase of the interface from CAD/Ti to
the Westnet Fire Alerting System; and
WHEREAS, the City of San Bernardino accepts the quote from available Vendor for
the interface from CAD/Ti to the Westnet Fire Alerting System.
NOW, THEREFORE, the parties hereto agree as follows:
1. SCOPE OF SERVICES.
For the remuneration stipulated, San Bernardino hereby engages Vendor to provide the
required interface of the fire station alerting system to 12 fire stations and the fire dispatch
center per their Enhancement Proposal Specification #EP-269585A attached hereto and
incorporated herein as Attachment "B".
2. COMPENSATION AND EXPENSES.
a. For the products and/or services delineated above, the City, upon presentation of an
invoice, shall pay the Vendor up to the amount of $36,065.48 for the interface of the
fire station alerting system to 12 fire stations and the fire dispatch center in
accordance with their Enhancement Proposal Specification #EP-269585A.
b. No other expenditures made by Vendor shall be reimbursed by City.
3. TERM; TERMINATION.
This purchase shall be completed within FY 09/1 O.
This Agreement may be terminated at any time by thirty (30) days' written notice by
either party. The terms of this Agreement shall remain in force unless mutually amended.
4. WARRANTY
Vendor expressly warrants that all products and services supplied to City by Vendor
under this Agreement shall conform to the specifications, drawings or other description upon
which this purchase is based, shall be fit and sufficient for the purpose intended, merchantable,
of good material and workmanship, free from defects and free and clear of all liens or
encumbrances. Inspection, testing, acceptance or use of the goods by the City shall not affect
Vendor's obligations under this warranty, and such warranty shall survive inspection, testing,
acceptance and use. Vendor agrees to replace ol correct promptly defects of any goods or
services not conforming to the foregoing warranty without expense to the City, when notified
of such non-conformity by City. If Vendor fails to correct the defects in or replace non-
conforming goods or services promptly, City may, after reasonable notice to Vendor, make
such corrections or effect cover, or cure, at Vendor's expense. "Reasonable notice" for
purposes of this section shall not be deemed to require more than 60 calendars days notice
before commencement of efforts by the City to effect cover or a cure except upon written
agreement of the Parties.
4.5. INDEMNITY.
Vendor agrees to and shall indemnify and hold the City, its elected officials, employees,
agents or representatives, free and harmless from all claims, actions, damages and liabilities of
any kind and nature arising from bodily injury, including death, or property damage, based or
asserted upon any actual or alleged act or omission of Vendor, its employees, agents, or
subcontractors, relating to or in any way connected with the accomplishment of the work or
performance of services under this Agreement, unless the bodily injury or property damage was
actually caused by the sole negligence of the City, its elected officials, employees, agents or
representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its
own expense, including attorney's fees, the City, its elected officials, employees, agents or
representatives from any and all legal actions based upon such actual or alleged acts or
omissions. Vendor hereby waives any and all rights to any types of express or implied
indemnity against the City, its elected officials, employees, agents or representatives, with
respect to third party claims against the Vendor relating to or in any way connected with the
accomplishment of the work or performance of services under this Agreement.
6. INSURANCE.
While not restricting or limiting the foregoing, during the term of this Agreement,
Vendor shall maintain in effect policies of comprehensive public, general and automobile
liability insurance, in the amount of $1 ,000,000.00 combined single limit, and shall file copies
of said policies with the City's Risk Manager prior to undertaking any work under this
Agreement. City shall be set forth as an additional named insured in each policy of insurance
provided hereunder. The Certificate of Insurance furnished to the City shall require the insurer
to notify City of any change or termination in the policy.
7. NON-DISCRIMINATION.
In the performance of this Agreement and in the hiring and recruitment of employees,
Vendor shall not engage in, nor permit its officers, employees or agents to engage in,
discrimination in employment of persons because of their race, religion, color, national origin,
ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or
sexual orientation, or any other status protected by law.
8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
Vendor warrants that it possesses or shall obtain, and maintain a business registration
certificate as required under Chapter 5 of the Municipal Code, and any other license, permits,
qualifications, insurance and approval of whatever nature that are legally required of Vendor to
practice its business or profession.
9. NOTICES.
Any notices to be given pursuant to this Agreement shall be deposited with the United
States Postal Service, postage prepaid and addressed as follows:
TO THE City:
Fire Chief
200 East Third Street
San Bernardino, CA 92410
Telephone: (909)384-5286
TO THE Vendor:
Tiburon, Inc.
Attn: Jennine Weber
6200 StoneridgeMail Road Suite #400
Pleasanton, CA 94588
Telephone: (925) 621-2700
10. ATTORNEYS' FEES
In the event that litigation is brought by any party in connection with this Agreement,
the prevailing party shall be entitled to recover from the opposing party all costs and expenses,
including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of
its rights or remedies hereunder or the enforcement of any of the terms, conditions or
provisions hereof. The costs, salary and expenses of the City Attorney and members of his
office in enforcing this Agreement on behalf of the City shall be considered as "attorneys' fees"
for the purposes of this paragraph.
11. ASSIGNMENT.
Vendor shall not voluntarily or by operation of law assign, transfer, sublet or encumber
all or any part of the Vendor's interest in this Agreement without City's prior written consent.
Any attempted assignment, transfer, subletting or encumbrance shall be void and shall
constitute a breach of this Agreement and cause for the termination of this Agreement.
Regardless of City's consent, no subletting or assignment shall release Vendor of Vendor's
obligation to perform all other obligations to be performed by Vendor hereunder for the term of
this Agreement.
12. VENUE.
The parties hereto agree that all actions or proceedings arising in connection with this
Agreement shall be tried and litigated either in the State courts located in the County of San
Bernardino, State of California or the U.S. District Court for the Central District of California,
Riverside Division. The aforementioned choice of venue is intended by the parties to be
mandatory and not permissive in nature.
13. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of California.
14. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding on and inure to the benefit of the parties to this
Agreement and their respective heirs, representatives, successors, and assigns.
15. HEADINGS.
The subject headings of the sections of this Agreement are included for the purposes of
convenience only and shall not affect the construction or the interpretation of any of its
prOVISIons.
16. SEVERABILITY.
If any provision of this Agreement is determined by a court of competent jurisdiction to
be invalid or unenforceable for any reason, such determination shall not affect the validity or
enforceability of the remaining terms and provisions hereof or of the offending provision in any
other circumstance, and the remaining provisions of this Agreement shall remain in full force
and effect.
17. REMEDIES; WAIVER.
All remedies available to either party for one or more breaches by the other party are
and shall be deemed cumulative and may be exercised separately or concurrently without
waiver of any other remedies. The failure of either party to act in the event of a breach of this
Agreement by the other shall not be deemed a waiver of such breach or a waiver of future
breaches, unless such waiver shall be in writing and signed by the party against whom
enforcement is sought.
18. ENTIRE AGREEMENT; MODIFICATION.
This Agreement constitutes the entire agreement and the understanding between the
parties, and supercedes any prior agreements and understandings relating to the subject manner
of this Agreement. This Agreement may be modified or amended only by a written instrument
executed by all parties to this Agreement.
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day
and date set forth below.
,2009
VENDOR
Dated:
By:
Its:
,2009
CITY OF SAN BERNARDINO
Dated
By:
Charles McNeely, City Manager
Approved as to Form:
James F. Penman, City Attorney
By:
Attachment "E"
MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT
This Master Equipment Lease/Purchase Agreement No. 19979-06000 (the "Agreement ")
dated as of December 16, 2009, and entered into between Bank of America, National
Association, a national banking association ("Lessor "), and City of San Bernardino, a body
corporate and politic existing under the laws of the State of California ("Lessee ").
WITNESSETH:
WHEREAS, Lessee desires to lease and acquire from Lessor certain Equipment described
in each Schedule (as each such term is defined herein), subject to the terms and conditions of and
for the purposes set forth in each Lease; and in the event of a conflict the terms of a Schedule
prevail; and
WHEREAS, the relationship between the parties shall be a continuing one and items of
equipment may be added to the Equipment from time to time by execution of additional
Schedules by the parties hereto and as otherwise provided herein; and
WHEREAS, Lessee is authorized under the constitution and laws of the State to enter into
this Agreement and the Schedules hereto for the purposes set forth herein;
Now, THEREFORE, for good and valuable consideration, receipt of which is hereby
acknowledged, and in consideration of the premises hereinafter contained, the parties hereby
agree as follows:
ARTICLE I
Section 1.01. Definitions. The following terms will have the meanings indicated below
unless the context clearly requires otherwise:
"Acquisition Amount" means the amount specified in each Lease and represented by
Lessee to be sufficient to acquire the Equipment listed in such Lease.
"Acquisition Fund" means, with respect to any Lease, the fund established and held by
the Acquisition Fund Custodian pursuant to the related Acquisition Fund Agreement, if any.
"Acquisition Fund Agreement" means, with respect to any Lease, an Acquisition Fund
and Account Control Agreement, substantially in the form of Exhibit A attached hereto, in form
and substance acceptable to and executed by Lessee, Lessor and the Acquisition Fund Custodian,
pursuant to which an Acquisition Fund is established and administered.
"Acquisition Fund Custodian" means the Acquisition Fund Custodian identified in any
Acquisition Fund Agreement, and its successors and assigns.
#765674vl (BAPCC/CA Abatement Lease Template)
leA Abatement]
"Acquisition Period" means, with respect to each Lease, that period stated in the
Schedule to such Lease during which the Lease Proceeds attributable to such Lease may be
expended on Equipment Costs.
"Agreement" means this Master Equipment LeaselPurchase Agreement, including the
exhibits hereto, together with any amendments and modifications to the Agreement pursuant to
Section 13.05.
"Code" means the Internal Revenue Code of 1986, as amended. Each reference to a
Section of the Code herein shall be deemed to include the United States Treasury Regulations
proposed or in effect thereunder.
"Commencement Date" means, for each Lease, the date when Lessee's obligation to pay
rent commences under such Lease, which date shall be the earlier of (i) the date on which the
Equipment listed in such Lease is accepted by Lessee in the manner described in Section 5.01,
and (ii) the date on which sufficient moneys to purchase the Equipment listed in such Lease are
deposited for that purpose with an Acquisition Fund Custodian.
"Contract Rate" means the rate identified as such in the applicable Schedule.
"Equipment" means the property listed in each of the Leases and all replacements,
repairs, restorations, modifications and improvements thereof or thereto made pursuant to
Section 8.01 or Article V. Whenever reference is made in this Agreement to Equipment listed in
a Lease, such reference shall be deemed to include all such replacements, repairs, restorations,
modifications and improvements. of or to such Equipment.
"Equipment Costs" means the total cost of the Equipment listed in each Lease, including
soft costs such as freight, installation and taxes paid up front by Lessor and all capitalizable
consulting and training fees approved by Lessor, legal fees, financing costs, and other costs
necessary to vest full, clear legal title to the Equipment in Lessee, subject to the security interest
granted to and retained by Lessor as set froth in each Lease, and otherwise incurred in connection
with the financing provided by the lease-purchase of the Equipment as provided in each Lease;
provided that (i) any such soft costs on a cumulative basis shall not exceed a percentage of the
Maximum Equipment Cost approved by Lessor and (ii) in no event shall capitalizable delivery
charges, installation charges, taxes and similar capitalizable soft costs relating to such Equipment
be included without Lessor's prior consent
"Event of Default" means an Event of Default described in Section 12.01.
"Lease" means a Schedule and the terms of this Agreement which are incorporated by
reference into such Schedule. Each Schedule shall constitute a separate and independent Lease.
"Lease Proceeds" means, with respect to each Lease, the total amount of money to be
paid by Lessor to Vendor.
"Lease Term" for each Lease means the Original Term and all Renewal Terms therein
provided and for this Agreement means the period from the date hereof until this Agreement is
terminated..
#765674vl (BAPCC/CA Abatement Lease Template) 2
"Lessee" means the entity referred to as Lessee in the first paragraph of this Agreement.
"Lessor" means (a) the entity referred to as Lessor in the first paragraph of this Agree-
ment or (b) any assignee or transferee of any right, title or interest of Lessor in and to the
Equipment under a Lease or any Lease (including Rental Payments thereunder) pursuant to
Section 11.01, but does not include any entity solely by reason of that entity retaining or
assuming any obligation of Lessor to perform under a Lease.
"Material Adverse Change" means (prior to the Utilization Period Expiration, a
downgrade in Lessee's external debt rating of two or more subgrades by either Moody's
Investors Service, Inc., or Standard & Poor's Ratings Group or any equivalent successor credit
rating agency, or any downgrade by either such agency that would cause Lessee's credit rating to
be below investment grade, and (be) thereafter, any change in Lessee's creditworthiness that
could have a material adverse effect on (i) the financial condition or operation of Lessee [and its
subsidiaries taken as a whole], or (ii) Lessee's ability to perform its obligations under this
Agreement or any Lease.
"Maximum Equipment Cost" means the cumulative amount specified 10 the latest
Schedule executed under this Agreement.
"Original Term" means the period from the Commencement Date for each Lease until
the end of the fiscal year of Lessee in effect at such Commencement Date.
"Purchase Price" means, with respect to the Equipment listed on a Lease, the amount
that Lessee may pay to Lessor to purchase such Equipment as provided in such Lease.
"Renewal Terms" means the renewal terms of each Lease, each having a duration of one
year and a term coextensive with Lessee's fiscal year, as specified in the Schedule applicable
thereto.
"Rental Payments" means the basic rental payments payable by Lessee under each Lease
pursuant to Section 4.01, in each case consisting of a principal component and an interest
component.
"Schedule" means each separately numbered Schedule of Property substantially in the
form of Schedule of Property No. I hereto together with a Rental Payment Schedule attached
thereto substantially in the form of Exhibit A-I hereto.
"State" means the State of California.
"Utilization Period" means the date, with respect to each Lease not funded under an
Acquisition Fund Agreement, by which Lessee must deliver an Acceptance Certificate for the
Equipment under such Lease as indicated in Section 3.04(b).
"Vendor" means the manufacturer or supplier of the Equipment or any other person as
well as the agents or dealers of the manufacturer Or supplier from whom Lessor arranged
Lessee's acquisition and financing of the Equipment pursuant to the applicable Lease.
#765674vl (BAPCCICA Abatement Lease Template) 3
ARTICLE II
Section 2.01. Representations and Covenants of Lessee. Lessee represents, covenants
and warrants for the benefit of Lessor on the date hereof and as of the Commencement Date of
each Lease as follows:
(a) Lessee is a state or a political subdivision thereof within the meaning of
Section 103(c) of the Code, duly organized and existing under the constitution and laws of the
State with full power and authority to enter into this Agreement and each Lease and the
transactions contemplated hereby and to perform all of its obligations hereunder and under each
Lease.
(b) Lessee has duly authorized the execution and delivery of this Agreement and each
Lease by proper action of its governing body at a meeting duly called, regularly convened and
attended throughout by the requisite quorum of the members thereof, or by other appropriate
official approval, and all requirements have been met and procedures have occurred in order to
ensure the validity and enforceability of this Agreement and each Lease.
(c) No event or condition that constitutes, or with the giving of notice or the lapse of
time or both would constitute, an Event of Default exists at the date hereof.
(d) Lessee will do or cause to be done all things necessary to preserve and keep in full
force and effect its existence as a body corporate and politic.
(e) Lessee has complied with such public bidding requirements as may be applicable
to this Agreement and each Lease and the acquisition by Lessee of the Equipment as provided in
each Lease.
(f) During the Lease Term, the Equipment will be used by Lessee only for the
purpose of performing essential governmental or proprietary functions of Lessee consistent with
the permissible scope of Lessee's authority. Lessee does not intend to sell or otherwise dispose
of the Equipment or any interest therein prior to the last Rental Payment (including all Renewal
Terms) scheduled to be paid under each Lease.
(g) Lessee has kept and throughout the Lease Term of any Lease shall keep, its books
and records in accordance with generally accepted accounting principles and practices
consistently applied, and shall deliver to Lessor (i) annual audited financial statements (including
(I) a balance sheet, (2) statement of revenues, expenses and changes in fund balances for budget
and actual, (3) statement of cash flows and notes, and (4) schedules and attachments to the
financial statements) within 180 days of its fiscal end, (ii) such other financial statements and
information as Lessor may reasonably request, and (iii) its annual budget for the following fiscal
year when approved but not later than 30 days prior to its current fiscal year end. The financial
statements described in subsection (i) shall be accompanied by an unqualified opinion of
Lessees's auditor. Credit information relating tot Lessee may be disseminated among Lessor and
any of its affiliates and any of their respective successors and assign.
(h) Lessee has an immediate need for the Equipment listed on each Schedule and
expects to make immediate use of the Equipment listed on each Schedule. Lessee's need for the
#765674vl (BAPCC/CA Abatement Lease Template) 4
Equipment is not temporary and Lessee does not expect the need for any item of the Equipment
to diminish during the Lease Term to such item.
(i) The payment of the Rental Payments or any portion thereof is not (under the terms
of any Lease or any underlying arrangement) directly or indirectly (x) secured by any interest in
property used or to be used in any activity carried on by any person other than a state or local
governmental unit or payment in respect of such property; or (y) on a present value basis, derived
from payments (whether or not to Lessee) in respect of property, or borrowed money, used or to
be used in any activity carried on by any person other than a state or local governmental unit.
The Equipment will not be used, directly or indirectly, in any activity carried on by any person
other than a state or local governmental unit. No portion of the Equipment Cost for the
Equipment will be used, directly or indirectly, to make or finance loans to any person other than
Lessee. Lessee has not entered into any management or other service contract with respect to the
use and operation of the Equipment.
(j) There is no pending litigation, tax claim, proceeding or dispute that may adversely
affect Lessee's financial condition or impairs its ability to perform its obligation hereunder.
Lessee will, at its expense, maintain its legal existence in good standing and do any further act
and execute, acknowledge, deliver, file, register and record any further documents Lessor may
reasonably request in order to protect Lessor's security interest in the Equipment and Lessor's
rights and benefits under this Lease.
ARTICLE III
Section 3.01. Lease of Equipment. Subject to the terns of this Master Lease, Lessor
agrees to provide the funds specified in each Lease to be provided by it to acquire the Equipment,
up to an amount equal to the Maximum Equipment Cost. Upon the execution of each Lease,
Lessor demises, leases, transfers and lets to Lessee, and Lessee acquires, rents and leases from
Lessor, the Equipment as set forth in such Lease and in accordance with the terms thereof. The
Lease Term for each Lease may be continued, solely at the option of Lessee, at the end of the
Original Term or any Renewal Term for the next succeeding Renewal Term up to the maximum
Lease Term set forth in such Lease. At the end of the Original Term and at the end of each
Renewal Term until the maximum Lease Term has been completed, Lessee shall be deemed to
have exercised its option to continue each Lease for the next Renewal Term unless Lessee shall
have terminated such Lease pursuant to Section 3.03 or Section 10.01. The terms and conditions
during any Renewal Term shall be the same as the terms and conditions during the Original
Term, except that the Rental Payments shall be as provided in the applicable Lease.
Section 3.02. Continuation of Lease Term. Lessee intends, subject to Section 3.03, to
continue the Lease Term of each Lease and to pay the Original Term and all Renewal Terms and
to pay the Rental Payments thereunder. Lessee affirms that sufficient funds are available for the
current fiscal year, and Lessee reasonably believes that an amount sufficient to make all Rental
Payments during the entire Lease Term of each Lease can be obtained from legally available
funds of Lessee. Lessee further intends to do all things lawfully within its power to obtain and
maintain funds sufficient and available to discharge its obligation to make Rental Payments due
hereunder, including making provision for such payments to the extent necessary in each budget
or appropriation request submitted and adopted in accordance with applicable provisions of law,
#765674vl (BAPCC/CA Abatement Lease Template) 5
to have such portion of the budget or appropriation request approved and to exhaust all available
reviews and appeals in the event such portion of the budget or appropriation request is not
approved.
Section 3.03. Abatement. During any period in which, by reason of material damage
or destruction or taking under the power of eminent domain (or sale to any entity threatening the
use of such power) or material title defect with respect to any Equipment, there is substantial
interference with the use and possession by Lessee of such Equipment, the rent applicable to such
Equipment shall be abated proportionately in whole or in part. Lessee shall immediately notify
Lessor upon the occurrence of any event causing substantial interference with Lessee's use and
possession of any Equipment, and such notice shall be provided prior to the abatement of any
rent. The amount of abatement shall be such that the remaining rental obligation for each rental
period represents fair consideration for the use and possession of the portions of the Equipment
that are not affected by such interference. Such abatement shall commence on the date that
Lessee's use and possession of the affected Equipment is restricted because of such interference
and end on the earlier of (i) the date on which the use and possession thereof are restored to
Lessee, or (ii) the date on which Lessee either (x) replaces the affected Equipment or (y) uses the
proceeds of insurance or condemnation award to pay the applicable Purchase Price therefor.
Notwithstanding any such interference with Lessee's use and possession of a portion of the
Equipment, this Lease shall continue in full force and effect with respect to any remaining
Equipment. Lessee waives the benefits of Civil Code Sections 1932 and any and all other rights
to terminate this Lease by virtue of any interference with the use and possession of any
Equipment.
Section 3. 04. Conditions to Lessor's Performance.
(a) As a prerequisite to the performance by Lessor of any of its obligations pursuant
to any Lease, Lessee shall deliver to Lessor the following:
(i) A fully completed Schedule, executed by Lessee;
(ii) An Acquisition Fund Agreement, executed by Lessee and the Acquisition
Fund Custodian, unless Lessor pays 100% of the Acquisition Amount directly to the
Vendor upon execution of the Lease;
(iii) A Certificate executed by the Clerk or Secretary or other comparable
officer of Lessee, in substantially the form attached hereto as Exhibit C, completed to the
satisfaction of Lessor;
(iv) A certified copy of a resolution, ordinance or other official action of
Lessee's governing body authorizing the execution and delivery of this Lease and
performance by Lessee of its obligations hereunder;
(v) An opinion of counsel to Lessee in substantially the form attached hereto
as Exhibit D respecting such Lease and otherwise satisfactory to Lessor;
(vi) Evidence of insurance as required by Section 7.02 hereof;
#765674vl (BAPCCICA Abatement Lease Template) 6
(vii) All documents, including financing statements, affidavits, notices and
similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or
appropriate at that time pursuant to Section 6.02;
(viii) A copy of a fully completed and executed Form 8038;
(ix) If any Equipment units are motor vehicles, properly competed certificates
of title for such vehicles; and
(x) Such other items, if any, as are set forth in such Lease or are reasonably
required by Lessor.
(b) In addition, the performance by Lessor of any of its obligations pursuant to any
Lease shall be subject to: (i) no material adverse change in the financial condition of Lessee since
the date of this Lease, (ii) no Event of Default having occurred, and (iii) if no Acquisition Fund
has been established, the Equipment must be accepted by Lessee no later than date listed as the
Utilization Period Expiration in the applicable Schedule.
( c) Subject to satisfaction of the foregoing, Lessor will pay the Acquisition Amount
for Equipment described in a Schedule to the Vendor or, if authorized by Lessee's governing
body, will reimburse Lessee for the prior payment of any such Acquisition Amounts by Lessee to
the Vendor, upon receipt of the documents described in Sections 5.01 (a) and (b); or if an
Acquisition Fund has been established pursuant to an Acquisition Fund Agreement, Lessor will
deposit the Acquisition Amount for Equipment described in the Schedule with the Acquisition
Fund Custodian.
(d) This Agreement is not a commitment by Lessor to enter into any Lease not
currently in existence, and nothing in this Agreement shall be construed to impose any obligation
upon Lessor to enter into any proposed Lease, it being understood that whether Lessor enters into
any proposed Lease shall be a decision solely within Lessor's discretion.
(e) Lessee will cooperate with Lessor in Lessor's review of any proposed Lease.
Without limiting the foregoing, Lessee will provide Lessor with any documentation or
information Lessor may request in connection with Lessor's review of any proposed Lease. Such
documentation may include, without limitation, documentation concerning the Equipment and its
contemplated use and location and documentation or information concerning the financial status
of Lessee and other matters related to Lessee.
ARTICLE IV
Section 4.01. Rental Payments. Subject to Section 3.03, Lessee shall promptly pay
Rental Payments, in lawful money of the United States of America, to Lessor on the dates and in
such amounts as provided in each Lease. Lessee shall pay Lessor a charge on any Rental
Payment not paid on the date such payment is due at the rate equal to the Contract Rate plus 5%
per annum or the maximum amount permitted by law, whichever is less, from such date. Lessee
shall not permit the federal government to guarantee any Rental Payments under any Lease.
Rental Payments consist of principal and interest payments as more fully detailed on each
#765674vl (BAPCC/CA Abatement Lease Template) 7
Schedule, the interest on which begins to accrue as of the Commencement Date for each such
Schedule.
Section 4.02. Interest and Principal Components. A portion of each Rental Payment is
paid as, and represents payment of, interest, and the Balance of each Rental Payment is paid as,
and represents payment of, principal. Each Lease shall set forth the principal and interest
components of each Rental Payment payable thereunder during the Lease Term.
Section 4.03. Rental Payments to Constitute a Current Expense of Lessee. Lessor and
Lessee understand and intend that the obligation of Lessee to pay Rental Payments under each
Lease shall constitute a current expense of Lessee payable solely from its general fund or other
funds that are legally available for that purpose and shall not in any way be construed to be a debt
of Lessee in contravention of any applicable constitutional or statutory limitation or requirement
concerning the creation of indebtedness by Lessee, nor shall anything contained herein or in a
Lease constitute a pledge of the general tax revenues, funds or moneys of Lessee.
Section 4.04. Rental Payments to be Unconditional. Except as provided in Section 3.03,
the obligations of Lessee to make Rental Payments and to perform and observe the other
covenants and agreements contained in each Lease shall be absolute and unconditional in all
events without abatement, diminution, deduction, set-off or defense, for any reason, including
without limitation any failure of the Equipment, after it has been accepted by lessee, any defects,
malfunctions, breakdowns or infirmities in the equipment or any accident, condemnation or
unforeseen circumstances. Lessee's obligations to make Rental Payments or pay other amounts
hereunder shall not be abated on account of obsolescence or failure of the Equipment to perform
as desired.
Section 4.05. Tax Covenant. Lessee agrees that it will not take any action that would
cause the interest component of Rental Payments to be or to become ineligible for the exclusion
from gross income of the owner or owners thereof for federal income tax purposes, nor will it
omit to take or cause to be taken, in timely manner, any action, which omission would cause the
interest component of Rental Payments to be or to become ineligible for the exclusion from gross
income of the owner or owners thereof for federal income tax purposes.
Section 4.06. Event of Taxability. Upon the occurrence of an Event of Taxability, the
interest component shall be at a Taxable Rate retroactive to the date as of which the interest
component is determined by the Internal Revenue Service to be includible in the gross income of
the owner or owners thereof for federal income tax purposes, and Lessee will pay such additional
amount as will result in the owner receiving the interest component at the Taxable Rate identified
in the related Lease.
For purposes of this Section, "Event of Taxability" means a determination that the
interest component is includible for federal income tax purposes in the gross income of the
owner thereof due to Lessee's action or failure to take any action.
Section 4.07. Mandatory Prepayment. If the Lease Proceeds are deposited into an
Acquisition Fund, any funds remaining in the Acquisition Fund on or after the Acquisition
Period and not applied to Equipment Costs, shall be applied, in Lessor's discretion based upon
the amount remaining in such Fund, on the next Rental Payment date to either: (i) all or a portion
#765674vl (BAPCCICA Abatement Lease Template) 8
of the next Rental Payment and if such amount is in excess of the next Rental Payment then, any
remaining balance shall be applied to all or a portion of the next succeeding Rental Payments
until fully applied; or (ii) as prepayment to the remaining principal balance owing under the
Schedule in the inverse order of maturity.
ARTICLE V
Section 5.01. Delivery, Installation and Acceptance of Equipment.
(a) Lessee shall order the Equipment, cause the Equipment to be delivered and
installed at the location specified in the Leases and pay any and all delivery and installation costs
and other Equipment Costs in connection therewith. When the Equipment listed in any Lease
has been delivered and installed, Lessee shall promptly accept such Equipment and evidence said
acceptance by executing and delivering to Lessor an acceptance certificate in the form attached
hereto as Exhibit E.
(b) Lessee shall deliver to Lessor original invoices and bills of sale (if title to such
Equipment has passed to Lessee) relating to each item of Equipment accepted by Lessee. With
respect to Equipment not purchased through an Acquisition Fund, Lessor shall, upon receipt of
an Acceptance Certificate from Lessee, prepare a Schedule of Property and Rental Payment
Schedule in the forms attached hereto as Exhibits B-1 and B-2. Lessee shall execute and deliver
such Schedules to Lessor within 5 business days of receipt.
Section 5.02. Quiet Enjoyment of Equipment. So long as Lessee is not in default under
the related Lease, neither Lessor nor any entity claiming by, through or under Lessor, shall
interfere with Lessee's quiet use and enjoyment of the Equipment during the Lease Term.
Section 5.03. Location; Inspection. Once installed, no item of the Equipment will be
relocated from the base location specified for it in the Lease on which such item is listed without
Lessor's consent, which consent shall not be umeasonably withheld. Lessor shall have the right
at all reasonable times during regular business hours to enter into and upon the property of
Lessee for the purpose of inspecting the Equipment.
Section 5.04. Use and Maintenance of the Equipment. Lessee will not install, use,
operate, or maintain the Equipment improperly, carelessly, in violation of any applicable law or
in a manner contrary to that contemplated by the related Lease. Lessee shall provide all permits
and licenses, if any, necessary for the installation and operation of the Equipment. In addition,
Lessee agrees to comply in all respects with all applicable laws, regulations and rulings of any
legislative, executive, administrative, or judicial body; provided that Lessee may contest in good
faith the validity or application of any such law, regulation or ruling in any reasonable manner
that does not, in the opinion of Lessor, adversely affect the interest (including the reversionary
interest) of Lessor in and to the Equipment or its interest or rights under the Lease.
Lessee agrees that it will maintain, preserve, and keep the Equipment in good repair and
working order, in a condition comparable to that recommended by the manufacturer. Lessor
shall have no responsibility to maintain, repair or make improvements or additions to the
Equipment. In all cases, Lessee agrees to pay any costs necessary for the manufacturer to rectify
#765674vl (BAPCCICA Abatement Lease Template) 9
the Equipment as eligible for manufacturer's maintenance upon the return of the Equipment to
Lessor as provided for herein.
Lessee shall not alter any item of Equipment or install any accessory, equipment or device
on an item of Equipment if that would impair any applicable warranty, the originally intended
function or the value of that Equipment. All repairs, parts, accessories, equipment and devices
furnished, affixed to or installed on any Equipment, excluding temporary replacements, shall
thereupon become subject to the interest of Lessor therein.
ARTICLE VI
Section 6.01. Title to the Equipment. During each Lease Term, and so long as Lessee is
not in default under Article XII hereof, all right, title and interest in and to each item of the
Equipment shall be vested in Lessee immediately upon its acceptance of each item of Equipment,
subject to the terms and conditions of the applicable Lease. Lessee shall at all times protect and
defend, at its own cost and expense, its title in and to the Equipment from and against all claims,
liens, and legal processes of its creditors, and keep all Equipment free and clear of all such
claims, liens, and processes. Upon the occurrence of an Event of Default or upon termination of
a Lease pursuant to Section 3.03 hereof, full and unencumbered legal title to the Equipment shall
pass to Lessor, and Lessee shall have no further interest therein. In addition, upon the
occurrence of such an Event of Default or such termination, Lessee shall execute and deliver to
Lessor such documents as Lessor may request to evidence the passage of such legal title to
Lessor and the termination of Lessee's interest therein, and upon request by Lessor shall deliver
possession of the Equipment to Lessor in accordance with Section 12.02. Upon purchase of the
Equipment under a Lease by Lessee pursuant to Section 10.01, Lessor's security interest or other
interest in the Equipment shall terminate, and Lessor shall execute and deliver to Lessee such
documents as Lessee may request to evidence the termination of Lessor's security interest in the
Equipment subject to the related Lease.
Section 6.02. Security Interest. To secure the payment of all of Lesssee's obligations
under each Lease, upon the execution of such Lease, Lessee grants to Lessor a security interest
constituting a first lien on (a) the Equipment applicable to such Lease, (b) moneys and
investments held from time to time in the Acquisition Fund and (c) any and all proceeds of any of
the foregoing. Lessee agrees to execute and authorizes Lessor to file such notices of assignment,
chattel mortgages, financing statements and other documents, in form satisfactory to Lessor,
which Lessor deems necessary or appropriate to establish and maintain Lessor's security interest
in the Equipment, the Acquisition Fund and the proceeds thereof.
Section 6.03. Personal Property. The Equipment is and will remain personal property
and will not be deemed to be affixed to or a part of the real estate on which it may be situated
notwithstanding that the Equipment or any part thereof may be or hereafter become in any
manner physically affixed or attached to real estate or any building thereon. Upon the request of
Lessor, Lessee will, at Lessee's expense, furnish a waiver of any interest in the Equipment from
any party having an interest in any such real estate or building.
#765674vl (BAPCCICA Abatement Lease Template) 10
ARTICLE VII
Section 7.01. Liens, Taxes, Other Governmental Charges and Utility Charges. Lessee
shall keep the Equipment free of all levies, liens, and encumbrances except those created by each
Lease. The parties to this Agreement contemplate that the Equipment will be used for a
governmental or proprietary purpose of Lessee and that the Equipment will therefore be exempt
from all property taxes. If the use, possession or acquisition of any Equipment is nevertheless
determined to be subject to taxation, Lessee shall pay when due all taxes and governmental
charges lawfully assessed or levied against or with respect to such Equipment. Lessee shall pay
all utility and other charges incurred in the use and maintenance of the Equipment. Lessee shall
pay such taxes or charges as the same may become due; provided that, with respect to any such
taxes or charges that may lawfully be paid in installments over a period of years, Lessee shall be
obligated to pay only such installments as accrue during each Lease Term.
Section 7.02. Insurance. Lessee covenants that it is an authorized self-insured public
entity for purposes of general liability, automobile liability, worker's compensation and property
coverage including but not limited to rental interruption coverage in an amount which shall cover
Rental Payments for no less than 24 months in the event Lessee exercises it rights to abate any
Rental Payments or portions thereof pursuant to Section 3.03 of the Agreement and warrants that
through its program of self-insurance, it has adequate coverage or resources to protect against
liabilities arising out of the terms, conditions and obligations of this Agreement. Lessee shall
furnish to Lessor evidence of such self-insurance coverage through each Lease Term. Lessee
shall not cancel or modify such self-insurance coverage in any way that would affect the interests
of Lessor without first giving written notice thereof to Lessor at least 30 days in advance of such
cancelled or modification.
Section 7.03 Risk of Loss. Subject to Section 3.03, whether or not covered by
insurance of self-insurance, Lessee hereby assumes all risk of loss of, or damage to and liability
related to injury or damage to any person or property arising from the Equipment from any cause
whatsoever, and no such loss of or damage to or liability arising from the Equipment shall relieve
Lessee of the obligation to make the Rental Payments or to perform any other obligation under
this Lease. Whether or not covered by insurance or self-insurance, Lessee hereby agrees to
reimburse Lessor (to the fullest extent permitted by applicable law, but only from legally
available funds) for any and all liabilities, obligations, losses, costs, claims, taxes or damages
suffered or incurred by Lessor, regardless of the cause thereof and all expenses incurred in
connection therewith (including without limitation, counsel fees and expenses, and penalties
connected therewith imposed on interest receive) arising out of or as s result of (a) entering into
of this Agreement or any of the transactions contemplated hereby, (b) the ordering, acquisition,
ownership use, operation, conditions, purchase, delivery, acceptance, rejection, storage or return
of any item the Equipment, ( c) any accident in connection with the operation, use, condition,
possession, storage or return of any item of the Equipment resulting in damage to property or
injury to or death to any person, and/or (d) the breach of any covenant of Lessee in connection
with a Lease or any material misrepresentation provided by Lessee in connection with a Lease.
The provisions of this paragraph shall continue in full force and effect notwithstanding the full
payment of all obligations under all Leases or the termination of the Lease Term under Lease for
any reason.
#765674vl (BAPCC/CA Abatement Lease Template) II
Section 7.04. Advances. In the event Lessee shall fail to keep the Equipment in good
repair and working order, Lessor may, but shall be under no obligation to, maintain and repair the
Equipment and pay the cost thereof All amounts so advanced by Lessor shall constitute
additional rent for the then current Original Term or Renewal Term and Lessee covenants and
agrees to pay such amounts so advanced by Lessor with interest thereon from the due date until
paid at a rate equal to the Contract Rate plus 5% per annum or the maximum amount permitted
by law, whichever is less..
ARTICLE VIII
Section 8.01. Damage, Destruction and Condemnation. Unless Lessee shall have
exercised its option to purchase the Equipment by making payment of the Purchase Price as
provided in the related Lease, if, prior to the termination of the applicable Lease Term, (a) the
Equipment or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other
casualty or (b) title to, or the temporary use of, the Equipment or any part thereof shall be taken
under the exercise or threat of the power of eminent domain by any governmental body or by any
person, firm or corporation acting pursuant to governmental authority, Lessee and Lessor will
cause the Net Proceeds of any insurance claim or condemnation award or sale under threat of
condemnation to be applied to the prompt replacement, repair, restoration, modification or
improvement of the Equipment. Any balance of the Net Proceeds remaining after such work has
been completed shall be paid to Lessee.
If Lessee elects to replace any item of the Equipment (the "Replaced Equipment')
pursuant to this Section, the replacement equipment (the "Replacement Equipment") shall be of
similar type, utility and condition to the Replaced Equipment and shall be of equal or greater
value than the Replaced Equipment. Lessor shall receive a first priority security interest in any
such Replacement Equipment. Lessee shall represent, warrant and covenant to Lessor that each
item of Replacement Equipment is free and clear of all claims, liens, security interests and
encumbrances, excepting only those liens created by or through Lessor, and shall provide to
Lessor any and all documents as Lessor may reasonably request in connection with the
replacement, including, but not limited to, documentation in form and substance satisfactory to
Lessor evidencing Lessor's security interest in the Replacement Equipment.
Lessor and Lessee hereby acknowledge and agree that any Replacement Equipment
acquired pursuant to this paragraph shall constitute "Equipment" for purposes of this Agreement
and the related Lease. Lessee shall complete the documentation of Replacement Equipment on
or before the next Rent Payment date after the occurrence of a casualty event, or be required to
exercise the Purchase Option with respect to the damaged equipment.
For purposes of this Article, the term "Net Proceeds" shall mean the amount remaining
from the gross proceeds of any insurance claim or condemnation award or sale under threat of
condemnation after deducting all expenses, including attorneys' fees, incurred in the collection
thereof.
Section 8.02. Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in
full the cost of any repair, restoration, modification or improvement referred to in Section 8.01,
Lessee shall either (a) complete such replacement, repair, restoration, modification or
#765674vl (BAPCCICA Abatement Lease Template) 12
improvement and pay any costs thereof in excess of the amount of the Net Proceeds, or (b) payor
cause to be paid to Lessor the amount of the then applicable Purchase Price for the Equipment,
and, upon such payment, the applicable Lease Term shall terminate and Lessor's interest in the
Equipment shall terminate as provided in Section 6.01 hereof. The amount of the Net Proceeds,
if any, remaining after completing such repair, restoration, modification or improvement or after
purchasing such Equipment and such other Equipment shall be retained by Lessee. If Lessee
shall make any payments pursuant to this Section, Lessee shall not be entitled to any
reimbursement therefor from Lessor nor shall Lessee be entitled to any diminution of the
amounts payable under Article IV.
ARTICLE IX
Section 9.01. Disclaimer of Warranties. Lessor makes no warranty or representation,
either express or implied, as to the value, design, condition, merchantability or fitness for
particular purpose or fitness for use of the Equipment, or any other warranty or representation,
express or implied, with respect thereto and, as to Lessor, Lessee's acquisition of the Equipment
shall be on an "as is" basis. In no event shall Lessor be liable for any incidental, indirect, special
or consequential damage in connection with or arising out of this Agreement, any Lease, the
Equipment or the existence, furnishing, functioning or Lessee's use of any item, product or
service provided for in this Agreement Lease or any Lease.
Section 9.02. Vendor's Warranties. Lessor hereby irrevocably appoints Lessee its agent
and attorney-in-fact during each Lease Term, so long as Lessee shall not be in default under the
related Lease, to assert from time to time whatever claims and rights (including without
limitation warranties) relating to the Equipment that Lessor may have against Vendor. Lessee's
sole remedy for the breach of such warranty, indemnification or representation shall be against
Vendor of the Equipment, and not against Lessor. Any such matter shall not have any effect
whatsoever on the rights and obligations of Lessor with respect to any Lease, including the right
to receive full and timely payments under a Lease. Lessee expressly acknowledges that Lessor
makes, and has made, no representations or warranties whatsoever as to the existence or the
availability of such warranties by Lessor of the Equipment.
ARTICLE X
Section 10.01. Purchase Option. Lessee shall have the option to purchase all of the
Equipment listed in a Lease, upon giving written notice to Lessor at least 30, but not more than
120, days before the date of purchase, at the following times and upon the following terms:
(a) From and after the date specified in the related Schedule (the "Purchase Option
Commencement Date "), on the Rental Payment dates specified in each Lease, upon payment in
full of the Rental Payments then due under such Lease plus the then applicable Purchase Price,
which may include a prepayment premium on the unpaid balance as set forth in the applicable
Schedule; or
(b) In the event of substantial damage to or destruction or condemnation of
substantially all of the Equipment listed in a Lease, on the day specified in Lessee's notice to
#765674vl (BAPCC/CA Abatement Lease Template) 13
Lessor of its exercise of the purchase option upon payment in full to Lessor of the Rental
Payments then due under such Lease plus the then applicable Purchase Price; or
(c) Upon the expiration of the Lease Term, upon payment in full of all Rental
Payments then due and all other amounts then owing under the Lease, and the payment of $1.00
to Lessor.
After payment of the applicable Purchase Price, Lessee will own the related Equipment,
and Lessor's right, title and interests in and to such Equipment will be transferred and terminated
in accordance with Section 6.01.
ARTICLE XI
Section 11.01. Assignment by Lessor.
(a) Lessor's right, title and interest in and to Rental Payments and any other amounts
payable by Lessee under any and all of the Leases, its security interest in the Equipment subject
to each such Lease, and all proceeds therefrom may be assigned and reassigned in whole or in
part to one or more assignees or subassignees by Lessor, without the necessity of obtaining the
consent of Lessee; provided, that any such assignment, transfer or conveyance to a trustee for the
benefit of owners of certificates of participation shall be made in a manner that conforms to any
applicable State law. Nothing in this Section 11.01 shall be construed, however, to prevent
Lessor from executing any such assignment, transfer or conveyance that does not involve funding
through the use of certificates of participation within the meaning of applicable State law,
including any such assignment, transfer or conveyance as part of a multiple asset pool to a
partnership or trust; provided such certificates are sold only on a private placement basis (and not
pursuant to any "public offering") to a purchaser(s) who represent that (i) such purchaser has
sufficient knowledge and experience in financial and business matters to be able to evaluate the
risks and merits of the investment, (ii) such purchaser understands neither the Lease nor
certificates will be registered under the Securities Act of 1933, (iii) such purchaser is either an
"accredited investor" within the meaning of Regulations D under the Securities Act of 1933, or a
qualified institutional buyer within the meaning of Rule 144A, and l(iv) it is the intention of such
purchaser to acquire such certificates (A) for investment for its own account or (B) for resale in a
transaction exempt from registration under the Securities Act of 1933; provided further, that in
any event, Lessee shall not be required to make Rental Payments, to send notices or to otherwise
deal with respect to matters arising under a Lease with or to more than one individual on entity.
(b) Unless to an affiliate controlling, controlled by or under common control with
Lessor, no assignment, transfer or conveyance permitted by this Section 11.01 shall be effective
until Lessee shall have received a written notice of assignment that discloses the name and
address of each such assignee; provided, that if such assignment is made to a bank or trust
company as trustee or paying agent for owners of certificates of participation, trust certificates or
partnership interests with respect to the Rental Payment payable under a Lease, it shall thereafter
be sufficient that Lessee receives notices of the name and address of the bank or trust company as
trustree or paying agent. During each Lease Term, Lessee shall keep, or cause to be kept, a
complete and accurate record of all such assignments in form necessary to comply with Sectopm
149 of the Code. Lessee shall retain all such notices as a register of all assignees and shall make
#765674vl (BAPCCICA Abatement Lease Template) ]4
all payments to the assignee or assignees designated in such register. Lessee shall not have the
right to and shall not assert against any assignee any claim, counterclaim or other right Lessee
may have against Lessor or the Vendor. Assignments in part may include without limitation
assignment of all of Lessor's security interest in and to the Equipment listed in a particular Lease
and all rights in, to and under the Lease related to such Equipment. The option granted in this
Section may be separately exercised from time to time with respect to the Equipment listed in
each Lease, but such option does not permit the assignment of less than all of Lessor's interests
in the Equipment listed in a single Lease.
( c) If Lessor notifies Lessee of its intent to assign the Lease, Lessee agrees that it shall
execute and deliver to Lessor a Notice and Acknowledgement of Assignment substantially in the
form of Exhibit F attached to this Lease within five (5) business days after its receipt of such
request.
Section 11.02. Assignment and Subleasing by Lessee. None of Lessee's right, title, and
interest in, to and under any Lease or any portion of the Equipment may be assigned or encum-
bered by Lessee for any reason.
ARTICLE XII
Section 12.01. Events of Default Defined. Any of the following events shall constitute an
"Event of Default" under a Lease:
(a) Failure by Lessee to pay any Rental Payment or other payment required to be paid
under any Lease at the time specified herein;
(b) Failure by Lessee to observe and perform any covenant, condition or agreement
on its part to be observed or performed, other than as referred to in subparagraph (a) above, for a
period of 30 days after written notice specifying such failure and requesting that it be remedied is
given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior
to its expiration; provided that, if the failure stated in the notice cannot be corrected within the
applicable period, Lessor will not unreasonably withhold its consent to an extension of such time
if corrective action is instituted by Lessee within the applicable period and diligently pursued
until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to any
Lease or its execution, delivery or performance shall prove to have been false, incorrect,
misleading, or breached in any material respect on the date when made;
(d) Any default occurs under any other agreement with Bank of America, N.A. and its
affiliates for borrowing money, lease financing of property or otherwise receiving credit under
which Lessee is an obligor under which there is outstanding, owing or committed an aggregate
amount of a least 10% of Lessee's aggregate current long- and short-term indebtedness, if such
default consists of (i) the failure to pay any indebtedness when due or (ii) the failure to perform
any other obligation thereunder and gives the holder of the indebtedness the right to accelerate
the indebtedness;
#765674vl (BAPCClCA Abatement Lease Template) 15
(e) Lessee shall (i) apply for or consent to the appointment of a receiver, trustee,
custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be
unable, fail or admit in writing its inability generally to pay its debts as they become due,
(iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered
against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy
or a petition or an answer seeking reorganization or an arrangement with creditors or taking
advantage of any insolvency law or any answer admitting the material allegations of a petition
filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(f) An order, judgment or decree shall be entered by any court of competent
jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator or
Lessee or of all or a substantial part of the assets of Lessee, in each case without its application,
approval or consent, and such order, judgment or decree shall continue unstayed and in effect for
any period of 30 consecutive days.
Section 12.02. Remedies on Default. Whenever any Event of Default exists, Lessor shall
have the right, at its sole option without any further demand or notice, to take one or any
combination ofthe following remedial steps:
(a) By written notice to Lessee, Lessor may declare all Rental Payments payable by
Lessee pursuant to such Lease and other amounts payable by Lessee under such Lease to the end
of the then current Original Term or Renewal Term to be due;
(b) With or without terminating the Lease Term under such Lease, Lessor may enter
the premises where the Equipment listed in such Lease is located and retake possession of such
Equipment or require Lessee at Lessee's expense to promptly return any or all of such Equipment
to the possession of Lessor at such place within the United States as Lessor shall specify, and sell
or lease such Equipment or, for the account of Lessee, sublease such Equipment, continuing to
hold Lessee liable, but solely from legally available funds, for the difference between (i) the
Rental Payments payable by Lessee pursuant to such Lease and other amounts related to such
Lease or the Equipment listed therein that are payable by Lessee to the end of the then current
Original Term or Renewal Term, as the case may be, and (ii) the net proceeds of any such sale,
leasing or subleasing (after deducting all expenses of Lessor in exercising its remedies under
such Lease, including without limitation all expenses of taking possession, storing,
reconditioning and selling or leasing such Equipment and all brokerage, auctioneer's and
attorney's fees), subject, however, to the provisions of Section 3.03. The exercise of any such
remedies respecting any such Event of Default shall not relieve Lessee of any other liabilities
under any other Lease or the Equipment listed therein;
(c) Lessor may take whatever action at law or in equity may appear necessary or
desirable to enforce its rights under such Lease or as a secured party in any or all of the
Equipment subject to such Lease; and
(d) by action pursuant to the California Code of Civil Procedure, or as otherwise
provided by law, obtain the issuance of a writ of mandamus enforcing, for the entire balance of
the remaining Lease Term, the duty of Lessee to appropriate and take all other administrative
steps necessary for the payment of rents, and other amounts due hereunder.
#765674vl (BAPCC/CA Abatement Lease Template) 16
Section 12.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to
Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be in
addition to every other remedy given under a Lease now or hereafter existing at law or in equity.
No delay or omission to exercise any right or power accruing upon any default shall impair any
such right or power or shall be construed to be a waiver thereof, but any such right or power may
be exercised from time to time and as often as may be deemed expedient. In order to entitle
Lessor to exercise any remedy reserved to it in this Article it shall not be necessary to give any
notice other than such notice as may be required in this Article.
Section 12.04. Application of Moneys. Any net proceeds from the exercise of any
remedy under this Agreement, including the application specified in Section 12.02(b )(ii) (after
deducting all expenses of Lessor in exercising such remedies including without limitation all
expenses of taking possession, storing, reconditioning and selling or leasing Equipment and all
brokerage, auctioneer's or attorney's fees), shall be applied as follows:
(a) If such remedy is exercised solely with respect to a single Lease, Equipment listed
in such Lease or rights thereunder, then to amounts due pursuant to such Lease and other
amounts related to such Lease or such Equipment.
(b) If such remedy is exercised with respect to more than one Lease, Equipment listed
in more than one Lease or rights under more than one Lease, then to amounts due pursuant to
such Leases pro rata.
ARTICLE XIII
Section 13.01. Notices. All notices, certificates or other communications under any
Lease shaH be sufficiently given and shall be deemed given when delivered or mailed by
registered mail, postage prepaid, or delivered by overnight courier, or sent by facsimile
transmission (with electronic confirmation) to the parties hereto at the addresses immediately
after the signatures to this Agreement (or at such other address as either party hereto shall
designate in writing to the other for notices to such party) and to any assignee at its address as it
appears on the registration books maintained by Lessee.
Section 13.02. Binding Effect. Each Lease shall inure to the benefit of and shall be
binding upon Lessor and Lessee and their respective successors and assigns.
Section 13.03. Severability. In the event any provision of any Lease shall be held invalid
or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or
render unenforceable any other provision hereof.
Section 13.04. Amendments, Changes and Modifications. This Agreement and each
Lease may only be amended by Lessor and Lessee in writing.
Section 13.05. Execution in Counterparts. This Agreement and each Lease may be
simultaneously executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.
#765674v 1 (BAPCC/CA Abatement Lease Template) ] 7
Section 13.06. Applicable Law. This Agreement and each Lease shall be governed by
and construed in accordance with the laws of the State.
Section 13.07. Captions. The captions or headings in this Agreement and in each Lease
are for convenience only and in no way define, limit or describe the scope or intent of any
provisions or sections of this Agreement or any Lease.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed in
their names by their duly authorized representatives as of the date first above written.
LESSOR:
Bank of America, National Association
555 California Street, 4th Floor
San Francisco, California 94104
LESSEE:
City of San Bernardino
300 North D Street
San Bernardino, CA 92418
~;~t~2~1lf Qj)
By
Title
(Seal)
Attest:
By
Title
#765674vl (BAPCC/CA Abatement Lease Template) 18
EXHIBIT A
(Per Master Lease Document)
ACQUISITION FUND AND ACCOUNT CONTROL AGREEMENT
This Acquisition Fund and Account Control Agreement (this "Agreement"),
dated as of December 16, 2009, by and among Bank of America, National
Association, a national banking association (hereinafter referred to as "Lessor"), City
of San Bernardino, a political subdivision of the state of California (hereinafter
referred to as "Lessee") and Deutsche Bank National Trust Company, a national trust
company (hereinafter referred to as "Acquisition Fund Custodian").
Reference is made to that certain Master Equipment LeaselPurchase Agreement No. No.
19979-06000 dated as of December 16,2009, between Lessor and Lessee (hereinafter referred to
as the "Lease"), covering the acquisition and lease of certain Equipment described therein (the
"Equipment"). It is a requirement of the Lease that the Equipment Cost of the Equipment (an
amount not to exceed $527,489.89) be deposited into an escrow under terms satisfactory to
Lessor, for the purpose of fully funding the Lease, and providing a mechanism for the
application of such amounts to the purchase of and payment for the Equipment.
The parties agree as follows:
1. Creation of Acquisition Fund.
(a) There is hereby created a special trust fund to be known as the "City of
San Bernardino #19979-06000 (Schedule No. 1) Acquisition Fund" (the "Acquisition Fund") to
be held in trust by the Acquisition Fund Custodian for the purposes stated herein, for the benefit
of Lessor and Lessee, to be held, disbursed and returned in accordance with the terms hereof.
(b) The Acquisition Fund Custodian shall invest and reinvest moneys on
deposit in the Acquisition Fund in Qualified Investments in accordance with written instructions
received from Lessee. Lessee shall be solely responsible for ascertaining that all proposed
investments and reinvestments are Qualified Investments and that they comply with federal, state
and local laws, regulations and ordinances governing investment of such funds and for providing
appropriate notice to the Acquisition Fund Custodian for the reinvestment of any maturing
investment. Accordingly, neither the Acquisition Fund Custodian nor Lessor shall be
responsible for any liability, cost, expense, loss or claim of any kind, directly or indirectly arising
out of or related to the investment or reinvestment of all or any portion of the moneys on deposit
in the Acquisition Fund, and Lessee agrees to and does hereby release the Acquisition Fund
Custodian and Lessor from any such liability, cost, expenses, loss or claim. Interest on the
Acquisition Fund shall become part of the Acquisition Fund, and gains and losses on the
investment of the moneys on deposit in the Acquisition Fund shall be borne by the Acquisition
Fund. For purposes of this agreement, "Qualified Investments" means any investments which
meet the requirements of [state law citation]. IN THE ABSENCE OF WRITTEN INSTRUCTIONS, THE
ACQUISITION FUND CUSTODIAN IS HEREBY AUTHORIZED AND DIRECTED TO INVEST AND RE-
INVEST ALL FUNDS ON HAND IN THE GOLDMAN SACHS FINANCIAL SQUARE (FSQ) MONEY
MARKET FUNDS, TREASURY OBLIGATIONS, FUND#470 (AAAmI Aaa).
#765408vl (BAPCC/AFA General)
(c) Unless the Acquisition Fund is earlier terminated in accordance with the
provisions of paragraph (d) below, amounts in the Acquisition Fund shall be disbursed by the
Acquisition Fund Custodian in payment of amounts described in Section 2 hereof upon receipt of
written authorization(s) from Lessor, as is more fully described in Section 2 hereof. If the
amounts in the Acquisition Fund are insufficient to pay such amounts, Lessee shall provide any
balance of the funds needed to complete the acquisition of the Equipment. Any moneys
remaining in the Acquisition Fund after December 31, 2010 (the "Acquisition Period") shall be
applied as provided in Section 4 hereof.
(d) The Acquisition Fund shall be terminated at the earliest of (i) the final
distribution of amounts in the Acquisition Fund or (ii) written notice given by Lessor of the
occurrence of a default or termination of the Lease due to non-appropriation.
(e) The Acquisition Fund Custodian may act in reliance upon any writing or
instrument or signature which it, in good faith, believes to be genuine and may assume the
validity and accuracy of any statement or assertion contained in such a writing or instrument.
The Acquisition Fund Custodian shall not be liable in any manner for the sufficiency or
correctness as to form, manner of execution, or validity of any instrument nor as to the identity,
authority, or right of any person executing the same; and its duties hereunder shall be limited to
the receipt of such moneys, instruments or other documents received by it as the Acquisition
Fund Custodian, and for the disposition of the same in accordance herewith.
(f) Unless the Acquisition Fund Custodian is guilty of gross negligence or
willful misconduct with regard to its duties hereunder, Lessee agrees to and does hereby release
and indemnify the Acquisition Fund Custodian and hold it harmless from any and all claims,
liabilities, losses, actions, suits or proceedings at law or in equity, or any other expense, fees or
charges of any character or nature, which it may incur or with which it may be threatened by
reason of its acting as Acquisition Fund Custodian under this agreement; and in connection
therewith, does to the extent permitted by law indemnify the Acquisition Fund Custodian against
any and all expenses; including reasonable attorneys' fees and the cost of defending any action,
suit or proceeding or resisting any claim.
(g) If Lessee and Lessor shall be in disagreement about the interpretation of
the Lease, or about the rights and obligations, or the propriety of any action contemplated by the
Acquisition Fund Custodian hereunder, the Acquisition Fund Custodian may, but shall not be
required to, file an appropriate civil action to resolve the disagreement. The Acquisition Fund
Custodian shall be reimbursed by Lessee for all costs, including reasonable attorneys' fees, in
connection with such civil action, and shall be fully protected in suspending all or part of its
activities under the Lease until a final judgment in such action is received.
(h) The Acquisition Fund Custodian may consult with counsel of its own
choice and shall have full and complete authorization and protection with the opinion of such
counsel. The Acquisition Fund Custodian shall otherwise not be liable for any mistakes of fact
or errors of judgment, or for any acts or omissions of any kind unless caused by its willful
misconduct.
#765408v 1 (BAPCCI AF A General)
2
(i) Lessee shall reimburse the Acquisition Fund Custodian for all reasonable
costs and expenses, including those of the Acquisition Fund Custodian's attorneys, agents and
employees incurred for extra-ordinary administration of the Acquisition Fund and the
performance of the Acquisition Fund Custodian's powers and duties hereunder in connection
with any Event of Default under the Lease, or in connection with any dispute between Lessor
and Lessee concerning the Acquisition Fund.
2. Acquisition of Property.
(a) Acquisition Contracts. Lessee will arrange for, supervise and provide for,
or cause to be supervised and provided for, the acquisition of the Equipment, with moneys
available in the Acquisition Fund. Lessee represents the estimated costs of the Equipment are
within the funds estimated to be available therefor, and Lessor makes no warranty or
representation with respect thereto. Lessor shall have no liability under any of the acquisition or
construction contracts. Lessee shall obtain all necessary permits and approvals, if any, for the
acquisition, equipping and installation of the Equipment, and the operation and maintenance
thereof.
(b) Authorized Acquisition Fund Disbursements. Disbursements from the
Acquisition Fund shall be made for the purpose of paying (including the reimbursement to
Lessee for advances from its own funds to accomplish the purposes hereinafter described) the
cost of acquiring the Equipment.
(c) Requisition Procedure. No disbursement from the Acquisition Fund shall
be made unless and until Lessor has approved such requisition. Prior to disbursement from the
Acquisition Fund there shall be filed with the Acquisition Fund Custodian a requisition for such
payment in the form of Disbursement Request attached hereto as Schedule 1, stating each
amount to be paid and the name of the person, firm or corporation to whom payment thereof is
due. Each such requisition shall be signed by an authorized representative of Lessee (an
"Authorized Representative") and by Lessor, and shall be subject to the following:
1. Delivery to Lessor of a certificate of Lessee to the effect that:
(i) an obligation in the stated amount has been incurred by Lessee, and that
the same is a proper charge against the Acquisition Fund for costs relating
to the Equipment identified in the Lease, and has not been paid; (ii) the
Authorized Representative has no notice of any vendor's, mechanic's or
other liens or rights to liens, chattel mortgages, conditional sales contracts
or security interest which should be satisfied or discharged before such
payment is made; (iii) such requisition contains no item representing
payment on account, or any retained percentages which Lessee is, at the
date of such certificate, entitled to retain; and (iv) the Equipment is
insured in accordance with the Lease.
2. Delivery to Lessor of an Acceptance Certificate executed by Lessee,
together with any Purchase Agreement Assignment or bill of sale and
invoice therefor as required by Section 3.04 ofthe Lease;
#765408v] (BAPCCI AF A General)
3
3. The disbursement shall occur during the Acquisition Period set forth in the
Schedule applicable to such Equipment;
4. There shall exist no Event of Default (nor any event which, with notice or
lapse of time or both, would become an Event of Default); and
5. No material adverse change in Lessee's or any guarantor's financial
condition shall have occurred since the date of the Lease.
3. Deposit to Acquisition Fund. Upon satisfaction of the conditions specified in
Section 3.04 of the Lease, Lessor will cause the Lease Proceeds to be deposited in the
Acquisition Fund. Lessee agrees to pay any costs with respect to the Equipment in excess of
amounts available therefor in the Acquisition Fund.
4. Excessive Acquisition Fund. Following the final disbursement from the
Acquisition Fund at the end of the Acquisition Period, or termination of the Acquisition Fund as
otherwise provided herein, the Acquisition Fund Custodian shall transfer any remainder from the
Acquisition Fund to Lessor for application to amounts owed under the Lease in accordance with
Section 4.07 ofthe Lease.
5. Security Interest. The Acquisition Fund Custodian and Lessee acknowledge and
agree that the Acquisition Fund and all proceeds thereof are being held by Acquisition Fund
Custodian for disbursement or return as set forth herein. Lessee hereby grants to Lessor a first
priority perfected security interest in the Acquisition Fund, and all proceeds thereof, and all
investments made with any amounts in the Acquisition Fund. If the Acquisition Fund, or any
part thereof, is converted to investments as set forth in this agreement, such investments shall be
made in the name of Acquisition Fund Custodian and the Acquisition Fund Custodian hereby
agrees to hold such investments as bailee for Lessor so that Lessor is deemed to have possession
of such investments for the purpose of perfecting its security interest.
6. Control of Acquisition Account. In order to perfect Lessor's security interest by
means of control in (i) the Acquisition Fund established hereunder, (ii) all securities entitlements,
investment property and other financial assets now or hereafter credited to the Acquisition Fund,
(iii) all of Lessee's rights in respect of the Acquisition Fund, such securities entitlements,
investment property and other financial assets, and (iv) all products, proceeds and revenues of
and from any of the foregoing personal property (collectively, the "Collateral"), Lessor, Lessee
and Acquisition Fund Custodian further agree as follows:
(a) All terms used in this Section 6 which are defined in the Commercial
Code of the state of California ("Commercial Code") but are not otherwise defined herein shall
have the meanings assigned to such terms in the Commercial Code, as in effect on the date of
this Agreement.
(b) Acquisition Fund Custodian will comply with all entitlement orders
originated by Lessor with respect to the Collateral, or any portion of the Collateral, without
further consent by Lessee.
#765408vl (BAPCC/AFA General)
4
(c) Acquisition Fund Custodian hereby represents and warrants (a) that the
records of Acquisition Fund Custodian show that Lessee is the sole owner of the Collateral,
(b) that Acquisition Fund Custodian has not been served with any notice of levy or received any
notice of any security interest in or other claim to the Collateral, or any portion of the Collateral,
other than Lessor's claim pursuant to this Agreement, and (c) that Acquisition Fund Custodian is
not presently obligated to accept any entitlement order from any person with respect to the
Collateral, except for entitlement orders that Acquisition Fund Custodian is obligated to accept
from Lessor under this Agreement and entitlement orders that Acquisition Fund Custodian,
subject to the provisions of paragraph (e) below, is obligated to accept from Lessee.
(d) Without the prior written consent of Lessor, Acquisition Fund Custodian
will not enter into any agreement by which Acquisition Fund Custodian agrees to comply with
any entitlement order of any person other than Lessor or, subject to the provisions of
paragraph (e) below, Lessee, with respect to any portion or all of the Collateral. Acquisition
Fund Custodian shall promptly notify Lessor if any person requests Acquisition Fund Custodian
to enter into any such agreement or otherwise asserts or seeks to assert a lien, encumbrance or
adverse claim against any portion or all of the Collateral.
(e) Except as otherwise provided in this paragraph (e) and subject to
Section 1 (b) hereof, Acquisition Fund Custodian may allow Lessee to effect sales, trades,
transfers and exchanges of Collateral within the Acquisition Fund, but will not, without the prior
written consent of Lessor, allow Lessee to withdraw any Collateral from the Acquisition Fund.
Acquisition Fund Custodian acknowledges that Lessor reserves the right, by delivery of written
notice to Acquisition Fund Custodian, to prohibit Lessee from effecting any withdrawals
(including withdrawals of ordinary cash dividends and interest income), sales, trades, transfers or
exchanges of any Collateral held in the Acquisition Fund. Further, Acquisition Fund Custodian
hereby agrees to comply with any and all written instructions delivered by Lessor to Acquisition
Fund Custodian (once it has had a reasonable opportunity to comply therewith) and has no
obligation to, and will not, investigate the reason for any action taken by Lessor, the amount of
any obligations of Lessee to Lessor, the validity of any of Lessor's claims against or agreements
with Lessee, the existence of any defaults under such agreements, or any other matter.
(f) Lessee hereby irrevocably authorizes Acquisition Fund Custodian to
comply with all instructions and entitlement orders delivered by Lessor to Acquisition Fund
Custodian.
(g) Acquisition Fund Custodian will not attempt to assert control, and does
not claim and will not accept any security or other interest in, any part of the Collateral, and
Acquisition Fund Custodian will not exercise, enforce or attempt to enforce any right of setoff
against the Collateral, or otherwise charge or deduct from the Collateral any amount whatsoever.
(h) Acquisition Fund Custodian and Lessee hereby agree that any property
held in the Acquisition Fund shall be treated as a financial asset under such section of the
Commercial Code as corresponds with Section 8-102 of the Uniform Commercial Code,
notwithstanding any contrary provision of any other agreement to which Acquisition Fund
Custodian may be a party.
#765408vl (BAPCC/AFA General)
5
(i) Acquisition Fund Custodian is hereby authorized and instructed, and
hereby agrees, to send to Lessor at its address set forth in Section 7 below, concurrently with the
sending thereof to Lessee, duplicate copies of any and all monthly Acquisition Fund statements
or reports issued or sent to Lessee with respect to the Acquisition Fund.
7. Miscellaneous. Capitalized terms not otherwise defined herein shall have the
meanings assigned to them in the Lease. This agreement may not be amended except in writing
signed by all parties hereto. This agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original instrument and each shall have the force and effect of
an original and all of which together constitute, and shall be deemed to constitute, one and the
same instrument. Notices hereunder shall be made in writing and shall be deemed to have been
duly given when personally delivered or when deposited in the mail, first class postage prepaid,
or delivered to an express carrier, charges prepaid, or sent by facsimile with electronic
confirmation, addressed to each party at its address below:
If to Lessor:
Bank of America, National Association
555 California Street, 4th Floor
Mail Code: CA5-705-04-01
San Francisco, CA 94104
Attn: Contract Administration
Fax: (415) 765-7373
If to Lessee:
City of San Bernardino
300 North D Street
San Bernardino, CA 92418
Attn: Mr. Michael Gomez
Fax: (909) 384-5043
If to Acquisition
Fund Custodian:
Deutsche Bank National Trust Company
101 California Street, 46th Floor
San Francisco, CA 94111
Attn: Raafat Albert Sarkis
Phone: (415) 617-2801
Fax: (415) 617-4270
#765408v I (BAPCC/ AF A General)
6
In Witness Whereof, the parties have executed this Acquisition Fund and Account
Control Agreement as of the date first above written.
Bank of America, National Association,
as Lessor
City of San Bernardino,
as Lessee
:;'le'cf1;o r1!;:te:5- PE
By:
Title:
Deutsche Bank National Trust Company
As Acquisition Fund Custodian
By:
Title:
By:
Title:
#765408v I (BArCCf AF A General)
7
SCHEDULE 1
FORM OF DISBURSEMENT REQUEST
Re: Master Equipment LeaseIPurchase Agreement No. 19979-06000, dated as of December
16,2009, by and between Bank of America, National Association, as Lessor and City of
San Bernardino, as Lessee (the "Lease")
In accordance with the terms of the Acquisition Fund and Account Control Agreement,
dated as of December 16, 2009, (the "Acquisition Fund and Account Control Agreement") by
and among Bank of America, National Association ("Lessor"), City of San Bernardino
("Lessee") and Deutsche Bank National Trust Company (the "Acquisition Fund Custodian"), the
undersigned hereby requests the Acquisition Fund Custodian pay the following persons the
following amounts from the Acquisition Fund created under the Acquisition Fund and Account
Control Agreement (the "Acquisition Fund") for the following purposes.
Payee's Name and Address Invoice Number Dollar Amount
Purpose
The undersigned hereby certifies as follows:
(i) An obligation in the stated amount has been incurred by Lessee, and the same is a
proper charge against the Acquisition Fund for costs relating to the Equipment identified in the
Lease, and has not been paid. Attached hereto is the original invoice with respect to such
obligation.
(ii) The undersigned, as Authorized Representative, has no notice of any vendor's,
mechanic's or other liens or rights to liens, chattel mortgages, conditional sales contracts or
security interest which should be satisfied or discharged before such payment is made.
(iii) This requisition contains no item representing payment on account, or any
retained percentages which Lessee is, at the date hereof, entitled to retain.
(iv) The Equipment is insured in accordance with the Lease.
(v) No Event of Default, and no event which with notice or lapse of time, or both,
would become an Event of Default, under the Lease has occurred and is continuing at the date
hereof.
#765408v I (BAPCC/ AF A General)
(vi) The disbursement shall occur during the Acquisition Period set forth III the
Schedule applicable to such Equipment.
(vii) No material adverse change in Lessee's or any guarantor's financial condition
shall have occurred since the date of the Lease.
Dated:
CITY OF SAN BERNARDINO
By:
Authorized Representative
Disbursement of funds from the Acquisition
Fund in accordance with the foregoing
Disbursement Request hereby is authorized
BANK OF AMERICA, NATIONAL ASSOCIATION
as Lessor under the Lease
By:
Title: Vice President
#765408vl (BAPCC/AFA General)
2
SCHEDULE OF PROPERTY No. 1
Re: Master Equipment LeaselPurchase Agreement No. 19979-06000
dated as of December 16, 2009, between Bank of America,
National Association, as Lessor, and City of San Bernardino, as
Lessee
1. Defined Terms. All terms used herein have the meanings ascribed to them
in the above-referenced Master Equipment LeaselPurchase Agreement (the "Master
Equipment Lease ").
2. Equipment. The following items of Equipment are hereby included under
this Schedule of the Master Equipment Lease.
Fire Station Alerting System for 12 Fire Stations and 1 Dispatch Center
3. Payment Schedule.
(a) Rental Payments. The Rental Payments shall be in such amounts
and payable on such dates as set forth in the Rental Payment Schedule attached to this
Schedule as Exhibit A-I. Rental Payments shall commence on the date on which the
Equipment listed in this Schedule is accepted by Lessee, as indicated in an Acceptance
Certificate substantially in the form of Exhibit B to the Master Equipment Lease or the
date on which sufficient moneys to purchase the Equipment are deposited for that
purpose with an Acquisition Fund Custodian, whichever is earlier.
(b) Purchase Price Schedule. The Purchase Price on each Rental
Payment date for the Equipment listed in this Schedule shall be the amount set forth for
such Rental Payment date in the "Purchase Price" column of the Rental Payment
Schedule attached to this Schedule. The Purchase Price is in addition to all Rental
Payments then due under this Schedule (including the Rental Payment shown on the
same line in the Rental Payment Schedule).
4. Representations, Warranties and Covenants. Lessee hereby represents,
warrants and covenants that its representations, warranties and covenants set forth in the
Master Equipment Lease are true and correct as though made on the date of
commencement of Rental Payments on this Schedule. Lessee further represents and
warrants that no material adverse change in Lessee's financial condition has occurred
since the date of the Master Equipment Lease.
5. The Lease. The terms and provisions of the Master Equipment Lease
(other than to the extent that they relate solely to other Schedules or Equipment listed on
other Schedules) are hereby incorporated into this Schedule by reference and made a part
hereof.
6. Lease Proceeds. The Lease Proceeds which Lessor shall pay to the
Acquisition Fund Custodian in connection with this Schedule is $527,489.89, of which
#765674vl (BAPCCICA Abatement Lease Template) A-I
$0.00 is for deposit to the Expense Fund and the balance is for deposit to the Acquisition
Fund.
7. Acquisition Period. The Acquisition Period applicable to this Schedule
shall end on December 16,2010.
8. Lease Term. The Lease Term shall consist of 84 months, ending on
December 1, 2016.
9. Purchase Option Commencement Date. For purposes of Section 10.01 of
the Lease, the Purchase Option Commencement Date is December 1,2016.
10. Pre-Payment Premium. On any Rental Payment Date after the first half of
the lease term, Lessee shall have the option to purchase all Equipment under a Schedule
upon payment in full of the Rental Payments then due under such Schedule plus the then
applicable Purchase Price, which will not include a prepayment premium on the unpaid
balance as set forth in the applicable Schedule.
11. Registration. Any Equipment that is a motor vehicle is to be registered and
titled as follows:
Registered Owner:
City of San Bernardino
(a)
(b)
Lienholder:
Bank of America, N. A.
2059 Northlake Parkway
Mail Code GA3-003-04-01
Tucker, GA 30084-5399
Lessee shall be responsible for the correct titling of all Equipment leased hereunder.
Lessee will cause the original Certificates of Title to be delivered to Lessor for retention in
Lessor's files throughout the term of the Lease.
#765674vl (BAPCCICA Abatement Lease Template) A-2
Dated: December 16,2009
LESSOR:
Bank of America, National Association
555 California Street, 4th Floor
San Francisco, California 94104
BY~:t:r W
Title _ - . -~:~:
#765674vl (BAPCClCA Abatement Lease Template) A-3
LESSEE:
City of San Bernardino
300 North D Street
San Bernardino, CA 92418
By
Title
(Seal)
Attest
By
Title
EXHIBIT B
(Per Master Lease Document)
EXHIBIT A
SCHEDULE OF PROPERTY No.
Re: Master Equipment Lease/Purchase Agreement, dated as of
, between Bank of America, National Association, as
Lessor, and , as Lessee
1. Defined Terms. All terms used herein have the meanings ascribed to them in the
above-referenced Master Equipment Lease/Purchase Agreement (the "Master Equipment
Lease ").
2. Equipment. The following items of Equipment are hereby included under this
Schedule of the Master Equipment Lease.
Quantity
Description
Serial No.
Model No.
Location
3. Payment Schedule.
(a) Rental Payments. The Rental Payments shall be in such amounts and
payable on such dates as set forth in the Rental Payment Schedule attached to this Schedule as
Exhibit A-I. Rental Payments shall commence on the date on which the Equipment listed in this
Schedule is accepted by Lessee, as indicated in an Acceptance Certificate substantially in the
form of Exhibit B to the Master Equipment Lease or the date on which sufficient moneys to
purchase the Equipment are deposited for that purpose with an Acquisition Fund Custodian,
whichever is earlier.
(b) Purchase Price Schedule. The Purchase Price on each Rental Payment
date for the Term Estate in the Equipment listed in this Schedule shall be the amount set forth for
such Rental Payment date in the "Purchase Price" column of the Rental Payment Schedule
attached to this Schedule. The Purchase Price is in addition to all Rental Payments then due
under this Schedule (including the Rental Payment shown on the same line in the Rental Payment
Schedule).
4. Representations, Warranties and Covenants. Lessee hereby represents, warrants
and covenants that its representations, warranties and covenants set forth in the Master
Equipment Lease are true and correct as though made on the date of commencement of Rental
Payments on this Schedule. Lessee further represents and warrants that no material adverse
change in Lessee's financial condition has occurred since the date of the Master Equipment
Lease.
#765674vl (BAPCCICA Abatement Lease Template) A-I
5. The Lease. The terms and provisions of the Master Equipment Lease (other than
to the extent that they relate solely to other Schedules or Equipment listed on other Schedules)
are hereby incorporated into this Schedule by reference and made a part hereof.
6. Lease Proceeds. The Lease Proceeds which Lessor shall pay to the Acquisition
Fund Custodian in connection with this Schedule is $ , of which $
is for deposit to the Expense Fund and the balance is for deposit to the Acquisition Fund.
7. Acquisition Period. The Acquisition Period applicable to this Schedule shall end
on December 16,2010.
8. Lease Term. The Lease Term shall consist of ~ months, ending on
9. Purchase Option Commencement Date. For purposes of Section 10.01 of the
Lease, the Purchase Option Commencement Date is
10. Pre-Payment Premium. On any Rental Payment Date after the first half of the
lease term, Lessee shall have the option to purchase all Equipment under a Schedule upon
payment in full of the Rental Payments then due under such Schedule plus the then applicable
Purchase Price, which will not include a prepayment premium on the unpaid balance as set forth
in the applicable Schedule.
11.
as follows:
Registration. Any Equipment that is a motor vehicle is to be registered and titled
Registered Owner:
City of San Bernardino
(a)
(b)
Bank of America, N. A.
2059 Northlake Parkway
Mail Code GA3-003-04-01
Tucker, GA 30084-5399
Lienholder:
Lessee shall be responsible for the correct titling of all Equipment leased hereunder.
Lessee will cause the original Certificates of Title to be delivered to Lessor for retention in
Lessor's files throughout the term of the Lease.
#765674vl (BAPCC/CA Abatement Lease Template) A-2
Dated:
LESSOR:
Bank of America, National Association
555 California Street, 4th Floor
San Francisco, California 94104
LESSEE:
By DO NOT EXECUTE
Title
By
Title
(Seal)
Attest:
By
Title
Counterpart No. _ of _ manually executed and serially numbered counterparts.
To the extent that this Lease constitutes chattel paper (as defined in the Uniform Commercial
Code), no security interest herein may be created through the transfer or possession of any
Counterpart other than Counterpart No.1.
#765674vl (BAPCC/CA Abatement Lease Template) A-3
EXHIBIT A-I
RENTAL PAYMENT SCHEDULE
Rental Rental Interest
Payment Payment Portion Principal Purchase
Date Amount 4.500% Portion Price
12/16/2009 527,489.89
6/1/2010 44,260.70 10,879.48 33,381.22 494,108.67
12/1/2010 44,260.70 11,117.45 33,143.25 460,965.41
6/1/2011 44,260.70 10,371.73 33,888.98 427,076.44
12/1/2011 44,260.70 9,609.22 34,651.48 392,424.96
6/1/2012 44,260.70 8,829.56 35,431.14 356,993.82
12/1/2012 44,260.70 8,032.36 36,228.34 320,765.48
6/1/2013 44,260.70 7,217.23 37,043.48 283,722.00
12/1/2013 44,260.70 6,383.75 37,876.96 245,845.04
6/1/2014 44,260.70 5,531.52 38,729.19 207,115.86
12/1/2014 44,260.70 4,660.11 39,600.60 167,515.26
6/1/2015 44,260.70 3,769.09 40,491.61 127,023.65
12/1/2015 44,260.70 2,858.03 41,402.67 85,620.98
6/1/2016 44,260.70 1,926.47 42,334.23 43,286.75
12/1/2016 44,260.70 973.95 43,286.75 (0.00)
TOTAL 619,649.85 92,159.96 527,489.89
Prepayment Premium for purposes of Section 1O.01(a) is 0%.
For purposes of this Lease, "Taxable Rate," with respect to the interest
component of Rental Payments, means an annual rate of interest equal to 6.6280%.
LESSEE:
City of San Bernardino
By
Title
EmmIT A-l
RENTAL PAYMENT SCHEDULE
Rental Rental Interest Principal Purchase
Payment Payment
Date Amount Portion Portion Price
Prepayment Premium for purposes of Section 10.01 (a) is 0%.
For purposes of this Lease, "Taxable Rate, " with respect to the interest component of
Rental Payments, means an annual rate of interest equal to _%.
LESSEE:
By DO NOT EXECUTE
Title
#765674vl (BAPCCICA Abatement Lease Template) A-l-l
EXHIBIT C
(Per Master Lease Document)
EXHIBIT C
CERTIFICATE
The undersigned, a duly elected and acting
("Lessee") certifies as follows:
Secretary of
A. The following listed persons are duly elected and acting officials of Lessee (the
"Officials") in the capacity set forth opposite their respective names below and that the facsimile
signatures are true and correct as of the date hereof;
B. The Officials are duly authorized, on behalf of Lessee, to negotiate, execute and
deliver the Master Equipment LeaselPurchase Agreement dated as of and the
Schedule(s) thereunder and all future Schedule(s) (the "Agreements ") by and between Lessee
and Bank of America, National Association and these Agreements are binding and authorized
Agreements of Lessee, enforceable in all respects in accordance with their terms.
Name of Official
Title
Signature
Dated
By DO NOT EXECUTE
Title
(The signer of this Certificate cannot be listed above as authorized to execute the
Agreements.)
#765674vl (BAPCCICA Abatement Lease Template) C-I
CERTIFICATE
The undersigned, a duly elected and acting
( "Lessee") certifies as follows:
Secretary of
A. The following listed persons are duly elected and acting officials of Lessee (the
"Officials") in the capacity set forth opposite their respective names below and that the facsimile
signatures are true and correct as of the date hereof;
B. The Officials are duly authorized, on behalf of Lessee, to negotiate, execute and deliver the
Master Equipment Lease/Purchase Agreement No. 19979-06000, dated as of December 16, 2009, and
the Schedule(s) thereunder and all future Schedule(s) (the "Agreements") by and between Lessee and
Bank of America, National Association and these Agreements are binding and authorized Agreements of
Lessee, enforceable in all respects in accordance with their terms.
Name of Official
Title
Signature
Dated
By
Title
(The signer of this Certificate cannot be listed above as authorized to execute the Agreements.)
EXHIBIT D
(Per Master Lease Document)
EXHIBIT D
OPINION OF COUNSEL TO LESSEE
Bank: of America, National Association
555 California Street, 4th Floor
San Francisco, California 94104
Re: Schedule of Property No. , dated
to Master Equipment LeaselPurchase Agreement, dated as of
, between Bank: of America, National Association, as
Lessor, and , as Lessee
Ladies and Gentlemen:
As legal counsel to ("Lessee "), I have examined (a) an executed
counterpart of a certain Master Equipment LeaselPurchase Agreement, dated as of ,
and Exhibits thereto by and between Bank of America, National Association ("Lessor") and
Lessee (the "Agreement"), [and] an executed counterpart of Schedule of Property No.
, dated , by and between Lessor and Lessee (the "Schedule "),
which, among other things, provides for the lease of certain property listed in the Schedule (the
"Equipment ''), [and an executed counterpart of that certain Acquisition Fund and Account
Control Agreement dated by and among Lessee, Lessor and the Custodian
named therein (the "Acquisition Fund Agreement")] (b) an executed counterpart of the
ordinances or resolutions of Lessee which, among other things, authorize Lessee to execute the
Agreement and the Schedule and (c) such other opinions, documents and matters oflaw as I have
deemed necessary in connection with the following opinions. The Schedule and the terms and
provisions of the Agreement incorporated therein by reference together with the Rental Payment
Schedule attached to the Schedule are herein referred to collectively as the "Lease". [The Lease
and the Acquisition Fund Agreement are referred to herein collectively as the "Lease
Documents"] .
Based on the foregoing, I am of the following opinions:
1. Lessee is a public body corporate and politic, duly organized and existing under
the laws of the State, and [has a substantial amount of the following sovereign powers: (a) the
power to tax, (b) the power of eminent domain, and (c) police power] [is a political subdivision of
a state within the meaning of Section 1 03( c) of the Internal Revenue Code of 1986, as amended
(the "Code") and the obligations of Lessee under the Agreement will constitute an obligation of
Lessee within the meaning of Section 103(a) of the Code, notwithstanding Section 1 03(b) of the
Code];
2. Lessee has the requisite power and authority to lease and acquire the Equipment
and to execute and deliver the Lease [Documents] and to perform its obligations under the Lease
[Documents];
#765674vl (BAPCC/CA Abatement Lease Template) E-l
3. The Lease [Documents] has [have] been duly authorized, approved, executed and
delivered by and on behalf of Lessee and the Lease [Documents are] [is] a valid and binding
obligation of Lessee enforceable in accordance with its [their] terms;
4. The authorization, approval, execution and delivery of the Lease [Documents] and
all other proceedings of Lessee relating to the transactions contemplated thereby have been
performed in accordance with all open meeting laws, public bidding laws and all other applicable
state or federal laws; and
5. There is no proceeding pending or threatened in any court or before any
governmental authority or arbitration board or tribunal that, if adversely determined, would
adversely affect the transactions contemplated by the Lease Documents or the interest of Lessor
or its assigns, as the case may be, in the Equipment thereunder.
[6. The portion of rentals designated as and constituting interest paid by Lessee and
received by Lessor is excluded from Lessor's gross income for federal income tax purposes
under Section 103 of the Code and is exempt from State of personal income
taxes; and such interest is not a specific item for purposes of the federal individual or corporate
alternative minimum taxes.]
All capitalized terms herein shall have the same meanings as in the Lease unless
otherwise provided herein. Lessor and its successors and assigns, and any counsel rendering an
opinion on the tax-exempt status of the interest components of the Rental Payments, are entitled
to rely on this opinion.
Printed Name
Firm
Address
Telephone No.
Signature DO NOT EXECUTE
Dated
#337849v4 (CA Abatement Lease Template)
E-2
EXHIBIT E
(Per Master Lease Document)
EXHIBIT B
ACCEPTANCE CERTIFICATE
Bank of America, National Association
555 California Street, 4th Floor
San Francisco, California 94104
Re: Schedule of Property No. , dated
to Master Equipment LeaseIPurchase Agreement, dated as of
, between Bank of America, National Association, as
Lessor, and , as Lessee.
Ladies and Gentlemen:
In accordance with the Master Equipment LeaseIPurchase Agreement (the "Agreement "),
the undersigned Lessee hereby certifies and represents to, and agrees with Lessor as follows:
1. All of the Equipment (as such term is defined in the Agreement) listed in the
above-referenced Schedule of Property (the "Schedule") has been delivered, installed and
accepted on the date hereof.
2. Lessee has conducted such inspection and/or testing of the Equipment listed in the
Schedule as it deems necessary and appropriate and hereby acknowledges that it accepts the
Equipment for all purposes.
3. Lessee is currently maintaining the insurance coverage required by Section 7.02 of
the Agreement.
4. No event or condition that constitutes, or with notice or lapse of time, or both,
would constitute, an Event of Default (as defined in the Agreement) exists at the date hereof.
Date:
LESSEE:
By DO NOT EXECUTE
Title
(Seal)
#765674v1 (BAPCCICA Abatement Lease Template) B-1
EXHIBIT F
(Per Master Lease Document)
EXHIBIT F
(No Document Provided)