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Home My WebLink About911 VEHICLE 1AGREEMENT TERMINATION Please complete this form when the attached agreement is no longer in effect tt t - t`. '?-' Return form to the Sr. Deputy Clerk of the Council (M-30). Call 647-5238 if you have any questions. Yte agreement with % ll ��lI.LC%�� No."af ;A�conoeted on Zrw G �i o Revised 8-7-03 to and final payment has been made. Department: Signature: Date: y�/7 City of Santa Ana Clerk of the Council uvJijFcr4iJ.,,, i'dV 1_ JIN HLc A-2007-018 WORK MA`! NET_ PROCEED CLERK Or COUNCIL AGREEMENT FOR PURCHASE AND INSTALLATION DATE: FEB 13 2007 OF EQUIPMENT FOR EMERGENCY VEHICLE (�. t kjson) THIS AGREEMENT, made and entered into this ,7 day of February, 2007 by and between 911 Vehicle, a California corporation (hereinafter "Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to upgrade the communications equipment in an existing Hazardous Materials vehicle, in order that it may be utilized as a mobile command unit for emergency response. B. Contractor has previously installed electronic and communications equipment in the vehicle and represents that it is able and willing to provide such services to further upgrade the vehicle to City specifications. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional in the field of mobile communications installation. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall install into the subject Hazardous Materials vehicle, the equipment set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $42,000.00 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on satisfactory installation and testing of the specified equipment. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. 6. INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Contractors, special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Contractor or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) 1' i Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: Fire Chief and City of Santa Ana 1439 S. Broadway Santa Ana, California 92707 telefacsimile (714) 647-5779 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Contractor: 911 Vehicle 2130 E. Winston Road Anaheim, California 92806 telefacsimile (714) 808-0916 A party may change its address by giving notice in writing to the other party. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, however, as a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. 13. DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: ATRiCIA E. Clerk of the Council APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By: Laufa Sheedy Assistant City Attorney CITY OF SANTA ANA DAVID N. RE' -Am City Manager 911 V DAN WALTERS President Ta�'- l,D-:0- 33-asos your single source Provider for Emergency vetik" Solutions j Quote# Total of all Options Quotes To: Andy Hernandez From: Dan Walters Company: Santa Ana Fire Date: January 4 2007 Fax 0 Phone i Regarding: 2005 Pierce Haz-Mat Options and Upgrades _ 1 Number of Pages sent including cover sheet Qty Breakdown with labor: PARTS EACH EXT LABOR HRS TOTAL EXTENSION TOTAL 1 POWER MANAGEMENT UPGRADES Froslne 2.0 Inverter Charger (2,000watt inverter, 100amp 11905.00 1,905.00 8.0 680.00 2,585.00 charger) 4 10amp Battery Savers low Ripple 295.00 11180.00 16.0 1,350.00 2,540,00 4 6 position ATC Fuse Stocks 15.00 60.00 3.0 255.00 315.00 1 Power and Ground Cables For Additional Batteries 225.00 225.00 2.0 170.00 395.00 4 Additional 1700 Batteries for the inverter and Communications 265.00 1,060.00 4.0 340.00 1,400.00 i RACK MOUNT SYSTEM Middle Atlantic Rack Mount System 2,800,00 2,800,00 6.0 680,00 3,480.00 Which includes mounting brackets for the DVR's and Satehte Receiver Box The Additional Space will be filled with drawers and Storage Compartments cSATEtr__TE Ty SYSTEM I 7racvnkin Mobile Satefite System with Roof mounting 2,215.00 2,215,00 8.0 680,00 2,895.00 Brackets 1 Additional Tracv¢ion Receiver 525.00 525.00 3.0 255.00 780.00 1 Cable and Splitter for additional receiver ioe.D0 105.00 1.0 85.00 190.00 1 Panasonic DVR / DVD Recorders AUDIO AND VIDEO UPGRADES 635.00 635.00 2.5 212.50 847.50 3 Desktop Remote Mounted Video and Audio Plugs 85.00 255.00 4.0 340.00 595.00 1 Exterior Mounted Video and Audio Input Plugs 125.00 125.00 9.0 765.00 890.00 1 Exterior mounted Video and Audio Output Plugs 125.00 125.00 9.0 765.00 890.00 3 Additional 17" HO LCD TV 1,300.00 3,900.00 5.0 425.00 4,325,00 1 Custom 3 Screen Mounting Housing Overhead 1,455.00 1,455.00 2.0 170.00 1,625.00 1 Custom Screen Mount for Desk Top 17" HD LCD 355.00 355.00 2.0 170.00 525,00 1 Audio and Video Switching System 1,125.00 11125.00 6.0 510,00 1,635.00 1 Audio and Video Extension Cables 125,00 125.00 2.0 170.00 295.00 4 VGA Video Cables for the Matrix Router 55.00 220.00 4.0 340.00 560.00 1 Matrix Video Router / Switch System 1,895.00 1,895.00 10.0 850.00 2,745.00 1 T.V. Reception Antenna and Booster Spliter 125.00 125.00 3.0 255.00 380.00 1 Wireless Keyboard with Joy Stick Mouse COMMAND AREA UPGRADES 95.00 95.00 2.0 170.00 265.00 1 Design and Layout of Computer Network 0.00 0.00 5.0 425.00 425.00 7 CAT 5 Hardwire back into existing lap tops 125.00 875.00 20.0 1,700.00 2,575.00 7 Installation of Existing Lap tops(per laptop) 50.00 350.00 10.0 850.00 1,200.00 1 Printer Server(CS) 0.00 0.00 3.0 255.00 255.00 1 Siideout Tray for the Fax/Pnoter/Scanner 75.00 75,00 1.0 85.00 160.00 1 Fax/Printer/Scanner Machme(CS) Extended Harness 55.00 55.00 1.0 85.00 140.00 1 SAFO Supplied Dell Computer System(CS) 0.00 0.00 10.0 850.00 850.00 1 Back-up Camera with Flat Screen Monitor 895.00 895.00 12.0 1,020,00 1,915.90 1 Custom Mount for SAFD Supplied Computer 375.00 375.00 3.0 255.00 630.00 1 Antenna for Aircard and Adapter 155,00 155.00 2.0 170.00 325.00 2 Dual Antennas for Unksys Router and Installation 150.00 300.00 5.0 425.00 725.00 1 Kyocera KRl Mobile Router Broadband Router(CS) 0.00 0.00 3.0 255.00 255.00 1 Engineering, and Programming of Computer Network 0.00 0.00 5.0 425,00 425.00 SUBTOTALS $23,590.00 193.5 $16,447.50 $40,037.50 SALES TAX $1,828.23 (CS)= customer supplied TOTAL i 865.73 PRICES ARE PER VEHICLE / ALL QUOTES ARE GOOD FOR 30 DAYS E. 1...... .l :'� Page 1 of 1 Jacquez-Nares, Patricia From: Sheedy, Laura Sent: Wednesday, February 21, 2007 12:11 PM To: Watson, Bill A - ac�7- o i 8 Cc: Jacquez-Nares, Patricia Subject: RE: 911 Vehicle This agreement only requires that they maintain, not that they furnish a copy to the City. In this case there will not ever be insurance on file. Thanks Laura From: Watson, Bill Sent: Thursday, February 15, 2007 6:17 AM To: Sheedy, Laura Cc: Jacquez-Nares, Patricia Subject: 911 Vehicle Laura, the 911 Vehicle agreement came back with the CoC note that "insurance is not on file". The agreement states that they shall maintain but nothing about providing us with a copy. Do we need this since all work is being done at their shop? If we need copies of the Cent let me know ASAP so I can send the request to the "powers to be" as I'm sure they are chomping at the bit to have the work done (also I have some leverage as I have $22,000 invoice and I hold off paying). William (Bill) Watson Principal Management Analyst Santa Ana Fire Department (714) 647-5741 email: bwatson@ci.santa-ana.ca.us 2/21 /2007