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HomeMy WebLinkAbout2012-042 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 1111 RESOLUTION NO. 2012-42 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A PURCHASE AGREEMENT AND ISSUANCE OF AN ANNUAL PURCHASE ORDER TO ALLSTAR FIRE EQUIPMENT, INC. FOR THE REPLACEMENT OF PROTECTIVE CLOTHING FOR STRUCTURAL FIREFIGHTlNG (LION JANESVILLE TURNOUT GEAR). BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. That Allstar Fire Equipment, Inc., is the selected vendor for the replacement of protective clothing for structural firefighting (Lion Janesville turnout gear) for a total amount not to exceed $45,000. Pursuant to this determination and the San Bernardino Municipal Code Section 3.04.01O(B)(3), the Director of Finance or his/her designee is hereby authorized and directed to issue an Annual Purchase Order to Allstar Fire Equipment, Inc. The annual purchase order is for one year with the option of two one-year extensions. SECTION 2. The City Manager is hereby authorized and directed to execute on behalf of the City a Purchase Agreement with Allstar Fire Equipment, Inc. (the "Agreement"), a copy of which is attached hereto, marked Exhibit "A", and incorporated herein by reference as fully as though set forth at length; and SECTION 3. That Allstar Fire Equipment, Inc. Annual Purchase Order shall incorporate by reference this Resolution and Sales Quote dated January 24, 2012, a copy of which is incorporated into the Agreement as Exhibit "2"; SECTION 4. The authorization to execute the above referenced Agreement and Annual Purchase Order is rescinded ifnot fully executed/issued within sixty (60) days of the passage of this Resolution. 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 2012-42 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A PURCHASE AGREEMENT AND ISSUANCE OF AN ANNUAL PURCHASE ORDER TO ALLSTAR FIRE EQUIPMENT, INC. FOR THE REPLACEMENT OF PROTECTIVE CLOTHING FOR STRUCTURAL FIREFIGHTING (LION JANESVILLE TURNOUT GEAR). I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and Common Council ofthe City of San Bernardino at a j oint regular meeting thereof, held on the 19th day of March ,2012, by the following vote, to wit: COUNCIL MEMBERS: NAYS ABSTAIN ABSENT AYES MARQUEZ x JENKINS x VALDIVIA x SHORETT x KELLEY x JOHNSON x MCCAMMACK x ( ~ ~;;~ GeOrge~Hanna, City Clerk City of San Bernardino The foregoing Resolution is hereby approved this d...\.~day of March, 2012. ~r ~i:;;::;"~d;", Approved as to form: JAME F. PENMAN, City Attorney 2012-42 Exhibit "A" PURCHASE AGREEMENT CITY OF SAN BERNARDINO - ALLST AR FIRE EQUIPMENT This Purchase Agreement is entered into 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 ofturnout coat and turnout pants for fire fighter; and, WHEREAS, the City's Fire Department has determined that Lion Janesville Structural Firefighting Gear best meets the needs of the Fire Department and will help to improve fire fighter safety during hazardous operations; and, WHEREAS, Allstar Fire Equipment is the authorized vendor for Lion Janesville Structural Firefighting Gear; NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, San Bernardino hereby engages Vendor to provide turnout coats and turnout pants, per Janesville V-Force Bi-Swing Coat Protective Clothing Specification NFPA 1971,2007 Edition, attached hereto and incorporated herein as Exhibit "I." 2. COMPENSATION AND EXPENSES. For the products delineated above, the City, upon presentation of an invoice, shall pay the Vendor up to the amount of$2,293.38 for each set of turnouts (including coat and turnout pants), as set forth on the Sales Quote, attached hereto and incorporated herein as Exhibit "2," up to a maximum of $45,000. 3. TERM; TERMINATION. a. This purchase shall be completed prior to the end of fiscal year 201312014, plus two single year options. Actual option year pricing shall be negotiated with the Vendor 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. 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 CITY OF SAN BERNARDINO - ALLSTAR FIRE EQUIPMENT Page 1 PURCHASE AGREEMENT 2012-42 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 oflnsurance 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. CITY OF SAN BERNARDINO - ALLSTAR FIRE EQUIPMENT PURCHASE AGREEMENT Page 2 ,. ~Jm-l ___TWWi'~;~"'___,;;~<f'","~'I""'7~;._'" 2012-42 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 ofthe 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 ansmg 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. CITY OF SAN BERNARDINO - ALLSTAR FIRE EQUIPMENT PURCHASE AGREEMENT Page 3 'f. .4.,";;U<li.U ,,;_"'_~~O'Ttll. 2012-42 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: ~/ aO ,2012 Dated j\dte ,2012 ALLST AR FIRE EQUIPMENT By: 9cL ~ Its: .pres,'d en, Approved as to Form: James F. Penman, City Attorney By: ~ J.~ tJ CITY OF SAN BERNARDINO - ALLSTAR FIRE EQUIPMENT PURCHASE AGREEMENT Page 4