HomeMy WebLinkAbout18- Fire CITY OF SAN BERNARDINO-REQUEST FOR COUNCIL ACTION
Of1161A1 A 1
From: Michael J. Conrad, Fire Chief Subject: Resolution authorizing the execution of an agreement
and issuance of a purchase order to DHS Systems
LLC for a DRASH MX5 rapid deployment shelter
Dept: Fire and environmental control unit.
Date: March 11, 2010 Meeting Date: April 5,2010
Synopsis of Previous Council Action:
08/18/08 Resolution#2008-328 ratifying the submittal of the budget detail worksheet for the FY 2008
Metropolitan Medical Response System Grant Program to the San Bernardino County Fire
Department, Office of Emergency Services.
RECOMMENDATION:
Adopt resolution.
Signature
Contact Person: Don Feser, Emergency Services Manager Phone: (909) 384-5286
Supporting data attached: Staff Report, Resolution, Aueement, and()note Ward: Citvwide
FUNDING REQUIREMENTS: Amount: $63.384.83
Source: (Acct.No.) 123-804-5704
(Acct Descr.) Federal& State Program-2008
Fire MMRS
Finance:
Council Notes: )Fe50 .20/0 '-4v _
Agenda Item No. y
CITY OF SAN BERNARDINO
INTEROFFICE MEMORANDUM
FIRE DEPARTMENT
TO: Charles McNeely, City Manager
From: Michael J. Conrad, Fire Chief , �•
Date: March 11, 2010
SUBJECT: City Manager's Approval of Process-Purchase made pursuant to Section
3.04.0 10 (13)(3) of the City's Municipal Code(Purchases approved by the
Mayor and Common Council and emergency purchases approved by the
City Manager). DDL Number 82.
COPIES: Don Feser, Emergency Services Manager
i
DHS Systems LLC was selected for the following reason:
i
DHS Systems LLC is the manufacturer of the DRASH MX5 rapid deployment shelter
system and environmental control unit, which includes a 514 sq ft double-walled shelter
with integrated lighting, electrical, and HVAC system. The system also includes a
connector set to conjoin additional DRASH shelters to establish a complex. The cost of
the system is $58,283.00. Fire submitted a request for sole source contract to the state
approval authority,which was approved as on 12/21/09.
The shelter system can serve multiple purposes in emergency management. Several
years ago, the Inland Counties Emergency Medical Agency acquired DRASH 5XB rapid
deployment shelters which are currently pre-positioned in San Bernardino County for all-
hazard response. The intent is to acquire a shelter system capable of integrating with
those of San Bernardino County in order to achieve standardization and to expand current
capability and utilization.
A Request for Council Action entitled, "Resolution authorizing the execution of an
agreement and issuance of a purchase order to DHS Systems LLC for a rapid deployment
shelter and environmental control unit", has been submitted and placed on the April 5,
2010 agenda calendar for review and approval.
A o ed B
7L
arles McNeel
City Manager
A3wdt J45'. DNs S s-k n-s L41
(2008 HSGP - city of San Bernardino MMRS - sole source Approval for Defibrillatorscardiac (3 each
From: Daugherty, Yolanda - FIRE [ydaugherty @sbcfire.org]
Sent: Wednesday, December 16, 2009 9: 59 AM
To: Feser_Do
Cc: camarena_NO; Alvord_Ma; Sampson, Ericka
Subject: FY2008 HSGP - City Of San Bernardino MMRS - Sole Source Approval for
Defibrillators/cardiac (3 each)
Attachments: San Bernardino - FY08 sole Source-MMRS- Defibrillators-cardiac
Monitors.doc
Importance: High
Hi Don,
1 l]ust wanted to let you know that we received sole source approval from
CaIEMA on 12/15/09, for the City of SB to purchase defibrillators and related
equipment from ZOLL Medical corporation. Please make sure to attach a copy of
this email along with your city council approval to your reimbursement request
in the future. Attached is a copy of the sole source Request that was
approved by calEMA.
Thank you and please call with any questions.
PS
we are still waiting for approval on your other requests.
Yolanda Daugherty
Administrative supervisor
San Bernardino county Fire Department
office of Emergency services
Grants Administration unit
Phone: (909) 356-3932
Fax: (909) 356-3965
Email : ydaugherty @sbcfire.org
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version: 8. 5.427 / virus Database: 270.14.110/2568 - Release Date: 12/16/09
Page 1
FY2008 HSGP - SOLE SOURCE APPROVAL Shelters Motorola Training Materials
From: Daugherty, Yolanda - FIRE [ydaugherty @sbcfire.org]
Sent: Monday, December 21, 2009 3:59 PM
To: Feser_Do
Cc: Sampson, Ericka; Alvord_Ma; Camarena_Ho
Subject: FY2008 HSGP - SOLE SOURCE APPROVAL for MMRS projects
Hi Don,
Good news! we received sole source approval for the following FY2008
HSGP/MMRS projects: As discussed this morning - please make sure that we do
not deviate from the items submitted to the State. If you feel that we need
to make some changes, please let us know so we can help you. Thank you.
* Rapid deployment shelter - DHS Technologies
* Radios - Motorola, Inc.
* Training materials - Us Government Printing office
Please call me with any questions. Thanks,
Yolanda Daugherty
Administrative Supervisor
San Bernardino County Fire Department
office of Emergency Services
Grants Administration Unit
Phone: (909) 356-3932
Fax: (909) 356-3965
Email : ydaugherty @sbcfire.org
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Checked by AVG - www.avg.com
Version: 8.5.427 / virus Database: 270.14.116/2579 - Release Date: 12121109
07:36:00
Page 1
Attachment A
FY 2008 HSGP
CALIFORNIA EMERGENCY MANAGEMENT AGENCY
Request for Sole Source Contract, Aviation/Watercraft, and/or Establish/Enhance Emergency
Operations Center(EOC)
Homeland Security Grant Program Grant Number# 2008-0006 OES ID# 071-00000
Urban Area Security Initiative (UASI)FY Grant Number OES ID#
Other Grant Number OES ID#
Request for: Sole Source__
Establish/Enhance EOC
Aviation/Watercraft
(Please answer ALL relevant questions in narrative form)
SOLE SOURCE CONTRACT REQUEST
a. Describe the project and/or activity that will be provided by the proposed sole source
vendor/contractor.
The City of San Bernardino is requesting a sole source waiver to acquire the following:
FY2008 Homeland Security Grant,MMRS
AEL Reference Number: 19SS-00-SHEL
Equipment Category: CBRNE Logistical Support Equipment
Title Description: Shelter Systems,Rapid Deployment,Environmental Control
Amount: $70,000
The vendor,DHS Technologies LLC,will provide the following:
Rapid Deployment Shelter, DRASH MX5
Environmental Control Unit
DRASH Shelter Connector Set
Electrical Load Management Unit
The DRASH MX5 rapid deployment shelter system is includes a 514-sq. ft. double-walled,
freestanding shelter with integrated lighting, electrical, and HVAC components. The
system also includes a connector set to conjoin additional DRASH shelters to establish a
complex of shelter systems. The city intends to deploy the shelter system depending upon
priority need for the following functions.
• Mobile incident command post for extended incidents
• Emergency operations center(secondary)
Page 1 of 3
• Medical surge facility and alternative care site
• Point of dispensing/distribution
• Mass care and shelter facility
• Continuity of operations facility
b. Describe your organization's standard procedures when sole source contracting is considered,
including the conditions under which a sole source contract is allowed, and any other applicable
criteria(i.e. approval requirements, monetary thresholds, etc.).
The City of San Bernardino Municipal Code, Chapter 3, Section 3.04.010, authorizes the
Purchasing Agent or Administrative Officer approval to issue purchase orders for
supplies, materials,and equipment made only by purchase order.
The Finance Department/Purchasing Manager, with the City Manager's approval, may
contract for services of $25,000 or less. Contracts for services over $25,000 require the
approval of the Mayor and Common Council. The requesting department will submit
purchases of$25,000 or more to the Mayor and Common Council for approval.
Upon the need for supplies, materials, or equipment over $500, which city departments
are unable to solicit for three bids/quotes, the department is able to request a sole source,
or select source purchase order for that vendor. The department must justify their
request to the city's Finance/Purchasing Department by memo. The memo must explain
the type of equipment/service and the purpose of the use of the item. Prior to submittal to
the city's Finance Department the department's head (Fire Chief, Deputy Chief, or
Division Chief) must sign off on the request. Finance will review requests prior to
issuance of a purchase order to the vendor.
3. Indicate which of the following circumstances resulted in your organization's need to enter into
a sole source contract.
a. Item/service is only available from one source (Describe the process used to make that
determination.
The DRASH MX5 rapid deployment shelter system is a proprietary product of DRS
Technologies LLC. Several years ago, the Inland Counties Emergency Medical
Agency (ICEMA), acquired DRASH 5XB rapid deployment shelters from DHS
Technologies LLC,which are currently pre-positioned in San Bernardino County for
all-hazard response purposes. ICEMA acquired the shelters with a federal grant
through the Hospital Preparedness Program administered by the U.S. Department of
Health and Human Services.
It is the intent of the city to leverage the MMRS grant to acquire a shelter system
capable of integrating with those of San Bernardino County in order to expand
current capability and utilization.
Page 2 of 3
DRASH rapid deployment shelters are proprietary, and only available through DHS
Technologies LLC, therefore the need for sole source acquisition approval.
b. A public urgency or emergency will not permit a delay resulting from competitive
solicitation. (Describe the urgency or emergency**According to the federal Department
of Homeland Security's Office of the Comptroller, "Time constraints will not be
considered a factor if the sub grantee has not sought competitive bids in a timely
manner."
b. Describe the solicitation process that determined competition was inadequate.
4. Did your organization confirm that the contractor/vendor is not debarred or suspended?
Yes,the VENDOR was not identified in the excluded parties list system.
i
5. Will your organization be able to complete all activities associated with the sole source contract
by the end of the grant performance period?
Pending approval of the sole source request, and Mayor and Common Council
concurrence, the City Finance/Purchasing Department will complete the acquisition. The
City would appreciate prompt approval of this request from CalEMA in order to
complete this project within the grant performance period.
6. Describe your organization's cost analysis of the contractor/vendor's bid/proposal.
DHS Technologies LLC product costs are competitive with other manufactures of rapid
deployment shelters in regards to general specifications however, these other shelter
systems cannot be integrated with the existing BRASH 5XB shelter systems currently
owned by San Bernardino County.
Page 3 of 3
STAFF REPORT
SUBJECT
Resolution authorizing the execution of an agreement and issuance of a purchase order to
DHS Systems LLC for a DRASH MX5 rapid deployment shelter and environmental
control unit.
BACKGROUND
On August 18, 2008, the Mayor and Common Council approved resolution #2008-328
authorizing the Fire Department to submit the 2008 Metropolitan Medical Response
System Grant Program budget detail worksheet to the San Bernardino County Fire
Department, Office of Emergency Services. The city was awarded $321,221 for the
procurement of communication equipment, emergency medical equipment, generator,
rapid deployment shelters, and personnel training costs.
The Fire Department submitted a sole source request to the California Emergency
Management Agency through County OES for the purchase of the DRASH MX5 rapid
deployment shelter system, a proprietary product of DHS Technologies LLC. The basis
for the sole source request was to enable the City to deploy the shelter in a stand-alone
configuration, or to integrate the shelter with like units owned by the Inland Counties
Emergency Medical Agency and local hospitals. The integration of shelters enables
seamless medical surge capability and a mobile hospital configuration in the event of a
mass casualty incident. The sole source request was approved by the State on December
21, 2009.
Therefore, in accordance with the City of San Bernardino Municipal Code Section
3.04.010B (3) purchasing procedures, Fire Department recommends that DHS Systems
LLC be issued a purchase order for the DRASH MX5 rapid deployment shelter and
environmental control unit. DHS Systems LLC has submitted a quote in the amount of
$58,283.00 without the city's required 9% sales tax (Exhibit A); but is requesting that the
purchase order be awarded in the amount of$63,384.83 (includes the city's sales tax).
FINANCIAL IMPACT
There is no financial impact to the General Fund.
The total amount to be awarded to DHS Systems LLC for the rapid deployment shelter
and environmental control unit is not-to-exceed $63,384.83 (includes the city's sales tax).
The 2008 Metropolitan Medical Response System Grant funds, account #123-804-5704,
will be utilized for the procurement of the DRASH MX5 rapid deployment shelter and
environmental control unit. The original budget amount awarded to the city for
equipment and training is $321,221; current balance is $235,554.19; and remaining
balance after this approval, Motorola, and Zoll Medical Corporation's (on today's agenda)
will be $48,036.70.
RECOMMENDATION
Adopt resolution.
1
COPY
1 RESOLUTION NO.
2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
3 OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT
AND ISSUANCE OF A PURCHASE ORDER TO DHS SYSTEMS LLC FOR A
4 DRASH MX5 RAPID DEPLOYMENT SHELTER AND ENVIRONMENTAL
CONTROL UNIT.
5
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
6 CITY OF SAN BERNARDINO AS FOLLOWS:
7
8 SECTION 1. That DHS Systems LLC has offered a total negotiated purchase price
9 of $58,283.00 (without the city's 9% sales tax), for the required DRASH MX5 rapid
10 deployment shelter and environmental control unit, attached hereto and incorporated herein
11 marked Exhibit "A". Pursuant to this determination and the San Bernardino Municipal
12
Code Section 3.04.01013(3),the Director of Finance or her designee is hereby authorized and
13
14 directed to issue a Purchase Order to DHS Systems LLC in the amount of $63,384.83
15 (includes the city's required 9% sales tax) which will facilitate the procurement of a DRAS14
16 MX5 rapid deployment shelter and environmental control unit; and
17 SECTION 2. The City Manager is hereby authorized and directed to execute on
18 behalf of the City, Purchase Agreement with DHS Systems LLC, a copy of which is
19
attached hereto, marked Attachment "A", and incorporated herein by reference as fully as
20
21 though set forth at length; and
22 SECTION 3. The authorization to execute the above reference Agreement and
23 Purchase Order is rescinded if not fully executed/issued within sixty(60) days of the
24 passage of this resolution.
25
26
27 /v
28
1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT
2 AND ISSUANCE OF A PURCHASE ORDER TO DHS SYSTEMS LLC FOR A
3 DRASH MX5 RAPID DEPLOYMENT SHELTER AND ENVIRONMENTAL
CONTROL UNIT.
4
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor
5
and Common Council of the City of San Bernardino at a meeting thereof.
6
7 held on the day of , 2010, by the following vote, to wit:
g COUNCIL MEMBERS: AYES NAYS ABSTAIN ABSENT
9
10 MARQUEZ
11 DESJARDINS
12 BRINKER
13 SHORETT
14 KELLEY
I
15 JOHNSON
16
MCCAMMACK
17
18 Rachel G. Clark, City Clerk
19 City of San Bernardino
20
The foregoing Resolution is hereby approved this day of 2010.
21
22
23 Patrick J. Moms, Mayor
City of San Bernardino
24
25 Approved as to form:
26 J S F. PENMAN, Ci ttomey
27
B . �cx�n /
z
28
Attachment"A"
PURCHASE AGREEMENT
This Purchase Agreement is entered into this day of
by and between DHS Systems LLC ("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 DRASH MX5 rapid
deployment shelter system and environmental control unit; and
WHEREAS,the City of San Bernardino accepts the quote from available Vendor for
the purchase of a DRASH MX5 rapid deployment shelter and environmental control unit.
NOW,THEREFORE,the parties hereto agree as follows:
1. SCOPE OF SERVICES.
For the remuneration stipulated, San Bernardino hereby engages Vendor to provide a
DRASH MX5 rapid deployment shelter and environmental control unit per their MACOLA
Quote No. 17682 attached hereto and incorporated herein.
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$58,283.00 for the DRASH MX5
rapid deployment shelter and environmental control unit.
b. No other expenditures made by Vendor shall be reimbursed by City.
3. TERM; TERMINATION.
This purchase shall be completed within ninety(90)days after receipt of accepted
purchase order.
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
1
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.
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:
2
TO THE City: Fire Department
�- Attn: Don Feser, Emergency Services Manager
200 East 3rd Street
San Bernardino, CA 92410
Telephone: (909) 384-5115
TO THE Vendor: DHS Systems LLC Headquarters
Attn: Barbara Brodie
33 Kings Highway
Orangeburg, NY 10962
Telephone: (845) 359-6066
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.
3
°DHS Systems LLC-San Bernardino Vendor Purchase Agreement"
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 parry 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: , 2010 VENDOR
By:_
Its:
Dated 2010 CITY OF SAN BERNARDINO
By:
Charles McNeely, City Manager
Approved as to Form:
James F. Penman,City Attorney
By:
�..., 4
PURCHASE AGREEMENT
`i This Purchase Agreement is entered into this day of
by and between DHS Systems LLC ("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 DRASH MX5 rapid
deployment shelter system and environmental control unit; and
WHEREAS,the City of San Bernardino accepts the quote from available Vendor for
the purchase of a DRASH MX5 rapid deployment shelter and environmental control unit.
NOW, THEREFORE, the parties hereto agree as follows:
1. SCOPE OF SERVICES.
For the remuneration stipulated, San Bernardino hereby engages Vendor to provide a
DRASH MX5 rapid deployment shelter and environmental control unit per their MACOLA
Quote No. 17682 attached hereto and incorporated herein.
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$58,283.00 for the DRASH MX5
rapid deployment shelter and environmental control unit.
b. No other expenditures made by Vendor shall be reimbursed by City.
3. TERM; TERMINATION.
This purchase shall be completed within ninety(90) days after receipt of accepted
purchase order.
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
1
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
y, 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.
8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
Vendor wan-ants 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:
�r 2
TO THE City: Fire Department
Attn: Don Feser, Emergency Services Manager
v 200 East 3rd Street
San Bernardino, CA 92410
Telephone: (909) 384-5115
TO THE Vendor: DHS Systems LLC Headquarters
Attn: Barbara Brodie
33 Kings Highway
Orangeburg, NY 10962
Telephone: (845) 359-6066
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.
3
"DHS Systems LLC-San Bernardino Vendor Purchase Agreement"
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: 2010 VENDOR
By:
Its:
Dated 2010 CITY OF SAN BERNARDINO
By:
Charles McNeely, City Manager
Approved as to Form:
James F. Penman, City Attorney
1
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` MACOLA QUOTE NO: 17682 rev2
�a�► Revision. 3192010 PaI 10f2
SHIPPED TO:
San Bernardino California Fire Departmen
200 E 3rd St Contact Don Feser
Phone No. 909 384 5115
Fax No.
San Bernardino,CA 92410
E-mail:
U6
QUOTE DATE QUOTE VALIDITY P-TABLE SALES CONTACT LOC SHIP DATE SHIP VIA
3/9/2010 60 Days GOVT Ken Hall NY 60 DAYS Ad BF Freight Systen
LINE PART NO: NSN NO: QTY Lou UNIT PRICE AMOUNT USD
-------------------------------------------------------
1 H3000DD-4
Light Sel,Four Fixture 1.00 EA 2,650.00 $2,650.00
no sled set
30 DAYS ARO
2 TG280-0026T
ECU,Skid Mntd,6T,Tao 1.00 EA 33,500.00 $33,500.00
90 DAYS ARO
3 SH2O1-0601T
Shelter,MX5,Tan 1.00 EA 17,581.00 $17581.00
Soft walled shatter is 514 50.ft.with
6 entry/exit doorways(2 at each end cap
section and 2 on each side of the center
section.
60 DAYS ARO
4 T2-93000-2
PDU,Type2 1.00 FA 2.15600 $2,156.00
30 DAYS PRO
5 MXA1054T
Conn Set,EndCap to EndCap,Tan 1.00 FA 900 00 $800.00
TMSS Med w/SICPS coon
30 DAYS ARO
FOB Origin $56,687.00
ESTIMATED Freight(subject to fuel surcharge changes) 1,596.00
DHS Systems, LLC $58,283.00
Barbara Brodie, Contracting x10
Ref#: RFQ a KH-066-2009
DHS provides new equipment training, refresher training,service,spare parts,and maintenance contracts in support of all
DRASH equipment. Call 877-GO-DRASH or e-mail drash@drash.com
C
Doc.ID#4.3 F.2 Rev Laval F See last page for Important Notice
. .
QUOTATION NO: PAGE NO
' Remsioc. 3/912010
Page 2 of 2
MACOLA REF NO
17682
L PART NO: NSN NO: CITY UOM UNIT PRICE AMOUNT USD
Important Notice
Anolicable Only To Proposals To The United State G 1 VJn S h P A N t B M tl tl A GSA IDIO BPA P tl E st
Between DHS And The IInnon Some Government
This proposal is being proxced to the United States Government (-USG•) for its consideration. and seeks issuance by the USG of a commercial item, finn fixed
price contract between DHS Systems LLC and Me USG. DHS is proposing that the USG include in the enwing contract FAR 522124 Contract Tems and
ConeTons - Commercial
Items, and FAR 52212-5- Contract T Conditions R 'red t Implement c - Orders It
However, DHS notes that all of the contract clauses selected by Me USG under FAR 52.212-S are not hereby accepted but are subject to DHS' specific
mmuderation and written acceptance after receipt of the proposed contract. In addlion, any other terms and conditions proposed by the USG are subject to DHS'
=sideration and will only come into effect upon their written acceptance by DHS.
59glicable Only To Proposals To The United St t Government and Other Eligible Ordenna Act, When S ch Proposals Are Being Made Under GSA
Bghedule or DO contract or a SPA Currently Ex,stina Between USC and DHS'
In the event that there is an existing GSA Schedule or IDIO contract or a SPA between Me USG and DHS currently in effect, the terms and conditions contained in
each such schedule, contract or SPA shall apply to each order placed under each such schedule, contract or BPA In the event that an order is placed under a GSA
Schedule between the USG and DHS by a commercial entity that constitutes an eligible Ordering activity specifically authorized by the USG to place such an ortler
,radar such a GSA Schedule, the terns and conditions of that GSA Schedule shall apply to each such order. Any additional terns and conditions contained on a
purchase ortler issued by any such commercial entity, beyond those contained on the GSA Schedule, shall be subject to DHS' review and written acceptance at the
:me of ortler placement by such DNS customer and shall not be effective absent such express written consent by DHS
Applicable Only To Promisals Tg Qommemal Customers
All terms and conditons are subject to DHS review and acceptance at the time of ortler placement by DHS's customer. An order shall not be deemed to have been
accepted by DHS unless DHS has provided its express written acceptance of that order.
arm
Doc.ID#4.3.F.2 Rev.Level F
See last page for Important Notice