HomeMy WebLinkAbout29-Fire Department CITY OF SAN BERNARDINO—REQUEST FOR COUNCIL ACT nuIGINAL
From: Mat Fratus, Deputy Chief Subject:Resolution authorizing the execution of
Dept: Fire agreements and issuance of annual
purchase orders to Allstar Fire Equipment in
Date: 07/25/2011 the amount of $60,000 and Fisher Scientific
Company L.L.C. in the amount of $10,000
for replacement of protective clothing and
equipment for structural firefighting.
Council Date: 08/01/2011
Synopsis of Previous Council Action:
11/02/09 Resolution No. 2009-345 authorizing the Director of Finance to issue annual
purchase orders to Allstar Fire Equipment in the amount of$5,000, Fisher
Scientific Company in the amount of$45,000, L.N. Curtis & Sons in the amount
of$5,000, and Mallory Company in the amount of$10,000 for replacement of
protective clothing and equipment for structural firefighting.
08/20/07 Resolution No. 2007-341 authorizing the Director of Finance to issue an annual
purchase order to Fisher Scientific Company in the amount of$15,000, L.N.
Curtis & Sons in the amount of$50,000, and Mallory Company in the amount of
$10,000 for replacement of protective clothing and equipment for structural
firefighting.
07/19/04 Resolution No. 2004-231 authorizing the Purchasing Manager to issue an annual
purchase order to Allstar Fire Equipment and Mallory Company for replacement
of protective clothing and equipment for structural firefighting.
Recommended Motion:
Adopt resolution
Signat re
Contact person: Dan Harker-Fire Captain Phone* (909) 385-5207
Supporting data attached: Resolution and Exhibit Ward: City Wide
FUNDING REQUIREMENTS: Amount: $70,000.00
Source: (Acct No ) 001-200-5111-0000-0001
(A GCripfion) Materials R S Po ies
Finance:
Council Notes: J
Agenda Item No.
CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
Staff Report
Subiect
Resolution authorizing the execution of agreements and issuance of annual purchase orders
to Allstar Fire Equipment in the amount of$60,000 and Fisher Scientific Company L.L.C.
in the amount of $10,000 for replacement of protective clothing and equipment for
structural firefighting.
Backparound
On May 10, 2011, a Request for Quote (RFQ) #F-11-20 was issued to solicit formal bids
for protective clothing and equipment for structural firefighting. Notices inviting bids from
qualified vendors for protective clothing and equipment for structural firefighting were
distributed to the San Bernardino Area Chamber of Commerce, posted on the City's Web
Site, and advertised in The San Bernardino County Sun Newspaper. The RFQ #F-11-20
packages were mailed to eight (8)vendors which included four(4) local vendors within the
City limits.
On June 7, 2011, the City received and reviewed five (5)bid responses. Attached is the bid
summary sheet listing all the categories and quotes (Attachment A). All vendors were
requested to bid on each of the items listed in the bid specification #F-11-20 (Attachment
A). Vendors were not required to bid on face shields (Item 91). Face shields were
excluded from the bid because they were purchased as a sole source item through Allstar
Fire Equipment. The face shields are specific for the type of structure helmet the Fire
Department uses and Allstar Fire Equipment is the only vendor that can supply our
structure helmets. The Fire Department is requesting that annual purchase orders be issued
to Allstar Fire Equipment and Thermo Fisher Scientific Company L.L.C. based on the
lowest unit cost for safety equipment.
Allstar Fire Equipment has the lowest unit cost for most of the protective clothing for
structural firefighting and meets our technical specifications. Therefore, it is recommended
that an annual purchase order be awarded to Allstar Fire Equipment in the amount of
$60,000 under RFQ #F-11-20.
Fisher Scientific Company L.L.C. has the lowest unit cost for an optional truck turnout
boot, gloves, and goggles. However, the wildland gloves are not designed to comfortably
fit fire personnel and the quality is less than the Fire Guard Ranger gloves provided by
Allstar Fire Equipment. Also, the goggles were not available to be tested to determine the
quality and safety for personnel. The Fire Department is requesting to award the gloves
and goggles to Allstar Fire Equipment. Therefore, it is recommended that an annual
purchase order be awarded to Thermo Fisher Scientific in the amount of $10,000 under
RFQ #F-11-20 for the optional truck turnout boot.
i
Mallory Company is a local vendor and had lower bids for brush jacket and brush pants
which did not meet the specifications under RFQ #F-11-20. After reviewing the bids and
discussing the brush sets with the vendor it was determined that the pricing would increase
to meet our specifications. The Fire Department is requesting authorization to purchase the
wildland brush gear as a set from Allstar Fire Equipment for $327.10. A lower cost could
be recognized by purchasing the brush pants and brush jackets separately through different
vendors; however, due to variations by manufacturers and technical specifications this is
not preferred.
L.N. Curtis & Sons had the lowest bid for turnout pants and coats, but the outer shell
materials on the turnouts do not meet our specifications. The next lowest bid was tested by
the Safety Committee and deemed non-compliant with our specifications. Therefore, the
Fire Department is selecting Allstar Fire Equipment to provide the turnout pants and
turnout coats.
Pursuant to the City's bidding process, it is recommended that the City award an annual
purchase order to Allstar Fire Equipment and Thermo Fisher Scientific Company L.L.C.
Vendors recommended are qualified and meet or exceed all items called for in the
specifications. The annual purchase orders, which are included as attachment B and C, are
for one (1) year with the option, at the City's discretion to renew the contract annually for
up to two(2) additional years.
Financial Impact
Funding for these annual purchase orders for protective clothing and equipment for
structural firefighting is included in the Fire Department's FY 2011-12 adopted budget,
account for materials and supplies(no. 001-200-5111-0000-0001).
Account Number: 001-200-5111-0000-0001 Budgeted Amount: $131,100
Balance as of July 13, 2011: $109,600 Balance after approval of this item: $39,600
Please note this balance does not indicate available funding. It does not include non-
encumbered reoccurring expenses or expenses incurred but not yet processed
Recommendations
Adopt resolution.
RESOLUTION NO.
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF AGREEMENTS AND
ISSUANCE OF ANNUAL PURCHASE ORDERS TO ALL-STAR FIRE EQUIPMENT
IN THE AMOUNT OF $60,000 AND FISHER SCIENTIFIC COMPANY IN THE
AMOUNT OF $5,000 FOR REPLACEMENT OF PROTECTIVE CLOTHING AND
EQUIPMENT FOR STRUCTURAL FIREFIGHTING.
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AS FOLLOWS:
SECTION 1. That All-star Fire Equipment and Fisher Scientific Company are the
best responsible bidders for the replacement of fire safety clothing, for a total amount not-to-
exceed $60,000 and $10,000, respectively, in accordance with Bid Specification F-11-20,
and, as such the Director of Finance or her designee is authorized to issue annual purchase
orders to All-star Fire Equipment and Fisher Scientific Company. The annual purchase
orders are for one year with the option of two one-year extensions. All other bids are hereby
rejected; and
SECTION 2. The City Manager is he--' lirected to execute on
behalf of the City Purchase Agreements ind Fisher Scientific
Company, a co py of which is attached here \ " "
, respectively,
and incorporated herein by reference as fully i Length; and
SECTION 3. That All-star Fire Equip. _., and Fisher Scientific Company Annual
Purchase Orders shall incorporate by reference this Resolution and Bid Specification F-11-
20;
SECTION 4. The authorization to execute the above referenced Annual Purchase
Orders are rescinded if they are not issued within thirty (30) days of the passage of this
Resolution.
1
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF AGREEMENTS AND
ISSUANCE OF ANNUAL PURCHASE ORDERS TO ALL-STAR FIRE EQUIPMENT
IN THE AMOUNT OF $60,000 AND FISHER SCIENTIFIC COMPANY IN THE
AMOUNT OF $5,000 FOR REPLACEMENT OF PROTECTIVE CLOTHING AND
EQUIPMENT FOR STRUCTURAL FIREFIGHTING.
I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor
and Common Council of the City of San Bernardino at a meeting thereof,
held on the day of , 2011, by the following vote,to wit:
COUNCIL MEMBERS: AYES NAYS ABSTAIN ABSENT
MARQUEZ
JENKINS
BRINKER
SHORETT
KELLEY
JOHNSON
MCCAMMACK
Rachel G. Clark, City Clerk
City of San Bernardino
The foregoing Resolution is hereby approved this day of 52011.
Patrick J. Morris, Mayor
City of San Bernardino
Approved as to form:
JAMES F. PENMAN, City Attorney
By:
2
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Attachment"B'
PURCHASE AGREEMENT
CITY OF SAN BERNARDINO—ALLSTAR FIRE EQUIPMENT
This Purchase Agreement is entered into this 1 st day of August, 2011,by and between Allstar
Fire Equipment("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 face shields, goggles, hoods, structure
gloves, wildland gloves, turnout boots, leather turnout boots, wildland boots, wildland brush pants,
wildland brush jackets,turnout coat and turnout pants; and,
WHEREAS,the City of San Bernardino did solicit and accept quotes from available Vendors
for the purchase of face shields, goggles, hoods, structure gloves, wildland gloves,turnout boots,
leather turnout boots, wildland boots, wildland brush pants, wildland brush jackets, turnout coat and
turnout pants; and,
WHEREAS, Allstar Fire Equipment, submitted the lowest and best quote, which met
requested specs for the purchase of face shields, goggles, hoods, structure gloves, wildland gloves,
turnout boots, leather turnout boots, wildland boots, wildland brush pants, wildland brush jackets,
turnout coat and turnout pants;
NOW, THEREFORE, the parties hereto agree as follows:
1. SCOPE OF SERVICES.
For the remuneration stipulated, San Bernardino hereby engages Vendor to provide face
shields, goggles,hoods, structure gloves, wildland gloves,turnout boots, leather turnout boots,
wildland boots, wildland brush pants,wildland brush jackets, turnout coat and turnout pants, per bid
summary sheet RFQ #F-11-20, attached hereto and incorporated herein as Exhibit"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$60,000 for face shields, goggles, hoods,
structure gloves, wildland gloves, turnout boots, leather turnout boots, wildland boots,
wildland brush pants, wildland brush jackets, turnout coat and turnout pants, as set forth on
Exhibit "A.".
b. No other expenditures made by Vendor shall be reimbursed by City.
3. TERM; TERMINATION.
a. This purchase shall be completed within, FY 11/12, July 1, 2011 through June 30, 2012,
plus two single year options. Actual option year pricing shall be negotiated with the
successful bidder prior to exercising any given option year. The negotiated price upon the
exercise of an option shall not exceed the price set forth herein. Option year shall become
effective only upon issuance by the City of a duly authorized Purchase Order.
CITY OF SAN BERNARDINO-ALLSTAR FIRE EQUIPMENT
PURCHASE AGREEMENT
i
b. 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 before commencement of efforts by the City to effect cover or a cure except upon
written agreement of the Parties.
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.
2
i
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: City of San Bernardino Fire Department
200 East Third Street
San Bernardino, CA 92410
Attention: Fire Chief
Telephone: (909) 384-5286
TO THE Vendor: Allstar Fire Equipment
12328 Lower Azusa Rd.
Arcadia, CA 91006
Telephone: (800) 425-5787
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.
Attorneys' fees for the City Attorney and members of his office shall be calculated based on the
market rate for comparable services.
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 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.
3
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 supersedes 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: , 2011 Dated , 2011
ALLSTAR FIRE EQUIPMENT CITY OF SAN BERNARDINO
By: By:
Charles McNeely, City Manager
Its:
Approved as to Form:
James F. Penman, City Attorney
By:
4
Attachment"C"
PURCHASE AGREEMENT
CITY OF SAN BERNARDINO —FISHER SCIENTIFIC COMPANY L.L.C.
This Purchase Agreement is entered into this 1 st day of August, 2011, by and between Fisher
Scientific Company L.L.C. ("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 an optional leather turnout boot; Warrington
Pro Models 4132 and 5006; and,
WHEREAS,the City of San Bernardino did solicit and accept quotes from available Vendors
for the purchase of an optional leather turnout boot; Warrington Pro Models 4132 and 5006 ; and,
WHEREAS, Fisher Scientific Company L.L.C., submitted an optional leather turnout boot;
Warrington Pro Models 4132 and 5006 which has a superior comfort, safety, control and durability
designed specifically to mitigate firefighter fatigue and, the most common of all fireground injuries,
sprains and strains.
NOW, THEREFORE,the parties hereto agree as follows:
1. SCOPE OF SERVICES.
For the remuneration stipulated, San Bernardino hereby engages Vendor to provide an optional
leather turnout boot; Warrington Pro Models 4132 and 5006, per bid summary sheet RFQ #F-11-20,
attached hereto and incorporated herein as Exhibit"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$10,000 for optional leather turnout
boots (Warrington Pro Models 4132 and 5006), as set forth on Exhibit"A."
b. No other expenditures made by Vendor shall be reimbursed by City.
3. TERM; TERMINATION.
a. This purchase shall be completed within, FY 11/12, July 1, 2011 through June 30, 2012,
plus two single year options. Actual option year pricing shall be negotiated with the
successful bidder prior to exercising any given option year. The negotiated price upon the
exercise of an option shall not exceed the price set forth herein. Option year shall become
effective only upon issuance by the City of a duly authorized Purchase Order.
b. 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.
CITY OF SAN BERNARDINO-FISHER SCIENTIFIC COMPANY
PURCHASE AGREEMENT
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 before commencement of efforts by the City to effect cover or a cure except upon
written agreement of the Parties.
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.
2
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: City of San Bernardino Fire Department
200 East Third Street
San Bernardino, CA 92410
Attention: Fire Chief
Telephone: (909) 384-5286
TO THE Vendor: Fisher Scientific Company L.L.C.
300 Industrial Dr.
Pittsburgh, PA 15275
Telephone: (724) 517-1500
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.
Attorneys' fees for the City Attorney and members of his office shall be calculated based on the
market rate for comparable services.
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 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.
3
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 supersedes 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: , 2011 Dated , 2011
FISHER SCIENTIFIC COMPANY L.L.C. CITY OF SAN BERNARDINO
By: By:
Charles McNeely, City Manager
Its:
Approved as to Form:
James F. Penman, City Attorney
By:
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