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HomeMy WebLinkAboutAllstar Fire Equipment Inc; 2002-12-26;RATIFICATION OF AMENDMENT NO. 4 TO EXTEND AND AMEND AGREEMENT FOR WILDLAND FIRE PROTECTIVE GARMENTS ALLSTAR FIRE EQUIPMENT INC. This Ratification of Amendment No. 4 is entered into as of the _ day of ^4 oJ)»a-)u.jr^_rxxx _ _ , 2007, but effective as of the 26th day of 'December, 2006, extew ing and amending the agreement dated the 26th of December, 2002 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Allstar Fire Equipment Inc., ("Contractor") (collectively, the "Parties"). RECITALS A. On November 21, 2003, the Parties executed Amendment No. 1 to the Agreement to amend the pricing schedule and extend the agreement; and B. On December 23, 2004, the Parties executed' Amendment No. 2 to the Agreement to amend specifications of the Wildland Fire Protective Garments, and to extend the agreement; and C. On May 19, 2006, the Parties executed Amendment No. 3 to the Agreement to extent the agreement; and D. The Agreement, as amended from time to time expired on December 26, 2006 and Contractor continued to provide products and services specified therein without the benefit of an agreement. E. The Parties desire to extend the Agreement for a period of one (1 ) year. F. The Parties have negotiated and agreed to a revised pricing schedule, which is attached to and incorporated in by this reference as Exhibit "A", Wildland Fire Protective Garments, Extension 12/06 Through 12/07 Pricing. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1 . The retroactive extension and amendment of the Agreement is ratified. 2. Pricing for the Garments will be increased per Exhibit "A". 3. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on the 26th of December, 2007. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #05.22. .01 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this amendment. CONTRACTOR *By: CITY OF CARLSBAD, a municipal corporation of the State of California By: City Manager or Mayor (print name/title) ATTEST: (e-mail address) .sign here) lORRAINE M. WOODCityclerk /^^0\" ....... " (print name/title) (e-mail address)*"'„*>' If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R^ALJ-7 City Attorney /Ar'^ / By: ^ "Deputy City Attorney City Attorney Approved Version #05.22..01 n 31.-22/2007 15:42 flLLSTflR FIRE -> 17606028556 NO. 183 D01 ALLSTAR Fire Equipment , Inc. CITY OF CARLSBAD BID #6 12328 LOWER AZUSA ROAD VVILDLAND FIRE PROTECTIVE GARMK NTS BID 03-06 ARCADIA, CA. 91 006 Telephone (626) 652-0900 EXTENSION 12/06 THROUGH 12/07 FAX (626)652-0919 Date: JANUARY 22, 2007 To: CITY OF CARLSBAD FINANCE DEPT. Attn: JOHNDeREGO PH: 760-602-2467 sm This letter is written in reference to yow request to extend the garment contract for an additional year. ALLSTAR FIRE EQUIPMENT is pleased to accept this extension, however we can no longer honor the prices due to raw material increases. The new prices will be 7 % higher for the year 12/06 through 12/07 JACKET PANT BASE GARMENT (size sml thru x-lrg)$124.38 $111.03 XX-LARGE $130.60 $116.60 XXX-LARGE $136.82 $122.17 OPTIONS 6OZ.NOMEX (size sml thru x-lrg $120.57 $106.96 XX-LARGE $126.58 $112.31 XXX-LARGE $132 64 SI 17.65 9 OZ. FR COTTON (size sml thru x-lrg)$80.73 $72.74 xx-Iarge $84.75 $76.38 xxx-large $88.83 $80.01 POCKETS JJTIONAL RADIO POCKET $22.04 'T. PATTERSON Sales RATIFICATION OF AMENDMENT NO. 3 TO EXTEND THE AGREEMENT FOR THE SALE OF WILDLAND FIRE PROTECTIVE GARMENTS Allstar Fire Equipment Inc This Ratification of Amendment No. 3 is entered into /T]cuut^- / 9 200J^_, but effective December 26, 2005, extending the underlying initial agreement between the Parties dated December 26, 2002 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Allstar Fire Equipment Inc, ("Contractor") (collectively, the "Parties"). RECITALS A. On December 26, 2002, the Parties entered into an agreement for the Sale of Wildland Fire Protective Garments; and B. On November 21, 2003, the Parties executed Amendment No. 1 to the Agreement to amend the pricing schedule and extend the agreement; and C. On December 23, 2004, the Parties executed Amendment No. 2 to the Agreement to amend specifications of the Wildland Fire Protective Garments, and to extend the agreement; and D. The Agreement, as amended from time to time expired on December 25, 2005 and Contractor continued to provide products and services specified therein without the benefit of an amendment; and E. The Parties have agreed the garment prices will remain unchanged; and F. The Parties desire to ratify the amendment extending the term of the Agreement, and any amendments thereto, for a period of one (1) year, ending on December 26, 2006. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. Amendment No. 3 to the Agreement, is hereby retroactively approved and the Agreement is hereby extended for a period of one (1) year, ending on December 26, 2006. 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #04.11.01 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR (print name/title) (e-mail address) ign here) (print name/title) (e-mail address) CITY OF CARLSBAD, a municipal corporation of the State of California isistant/City Manager or Mayor ATTEST: LORRAINE M. WOOD City Clerk pv>tv 7}Cx vx\^ni"///4e^?>,^ O ..•• »MRE»/-.>» <. %.N '"^,,oX If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. "Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD RvBAJaL, City Attorney By: Deputy City Attorney City Attorney Approved Version #04.11.01 AMENDMENT NO. 2 TO EXTEND AND AMEND AGREEMENT FOR THE SALE OF WILDLAND FIRE PROTECTIVE GARMENTS Allstar Fire Equipment Inc This Amendment No. 2 is entered into and effective as of the 23Lday of df&md&, , 2004, extending and amending the agreement dated December 26, 2002 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Allstar Fire Equipment Inc, ("Seller") (collectively, the "Parties") for the sale of wildland fire protective garments RECITALS A. On November 21, 2003, the Parties executed Amendment No. 1 to the Agreement to amend the pricing schedule and extend the agreement; and B. The Parties have agreed that the agreement shall be amended to reflect revisions to the specifications, as shown on Exhibit "A", Changes to the Specifications for Wildland Fire Protective Garments; and C. The Parties have agreed the garment prices will remain unchanged. D. The Parties desire to extend the Agreement for one year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The agreement shall be amended to reflect the new specifications, as shown on Exhibit "A". 2. Pricing for the garments will be unchanged. 3. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one year ending on December 26,2005. 4. All other provisions of the Agreement and any amendments thereto shall remain in full force and effect. 5. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment Ill 1 City Attorney Approved Version M5.22.01 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amend ment. CONTRACTOR (sign here) ' I (print name/title) CITY OF CARLSBAD. a msrniciDa1 ATTEW ( /(sign here) LORRAINE Gd3&&$2&,~ M. WO6D If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a CorDoration, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-president HGroup B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: Deputy City Attorney City Attorney Approved Version M5.22.01 2 ,-% Exhibit “A” Changes to the Specifications for Wildland Fire Protective Garments The specifications for garments on the Agreement for the Sale Of Wildland Fire Protective Garments are amended in the listed sections to read as follows (changes are underlined): PART I: GENERAL REQUIREMENTS SIZING Sizing of garments built to this specification shall be compliant with NFPA 1977, except as described in the Protective Pant section. PART 111: WILDLAND FIRE PROTECTIVE PANTS DESIGN The pant should be designed to provide freedom of movement throughout all ranges of motion, avoid excessive material and fabric bunching in the crotch area and allow ease of donning and doffing. The seams in the crotch area shall be reinforced with Kevlar fabric tape to help prevent seam failure. Top of pant should incorporate a 2” finished wide cotton elastic completely sealed in outer shell material. The pants should include 5 five belt loops of same material. The fly closure should allow for maximum protection and ease of use. If a zipper is used, it shall be a #10 size and be covered by a flap of outer shell material, which in turn will be secured with fire resistant hook and pile tape not more than W wide Pant cuff should be two layers in thickness. Pants should have a #10 size zipper closure on the bottom edge of pant leg 12” - 14” long with bellows. Zipper should have a minimum of 1” overlap of two layer outer shell material on the front flap (leading edge) of the leg to completely cover the length of the zipper. The bottom edge of pant cuff should have a means of providing complete closure around the wears’ leg. This closure should consist of metal snaps appropriately placed along the pant cuff. PASS THROUGH ACCESS The pant design should incorporate the ability to access the wearer’s uniform pant pockets, without having to open the fly. The pass throuqh access shall be 6” Ions to accommodate a larqe hand and utilize a zipper closure, which shall have an overlap of outer shell material coverinq the zipper (#5). SIZING The pants shall be available In 2-inch increments usinq numerical rather than alpha sizina. with the first sizinq number referrinq the waist in inches, and the second beinq the inseam in inches lea. 32/30). The waist size shall be achieved when the elastic band is stretched by 1 inch, so as to provide a more accurate fit while allowinq room for qrowth. The waist- to- crotch lenqth lcrotch rise) shall be such that freedom of movement is not restricted by excess lenqth in that area (See attached Sizinq Chart). Special sizinq shall be available on request for those requirinq additional room in the seat or thiqhs (i.e. “athletic cut”) AMENDMENT NO. I TO EXTEND AND AMEND AGREEMENT FOR SALE OF WILDLAND FIRE PROTECTIVE GARMENTS ALLSTAR FIRE EQUIPMENT INC This Amendment No. 1 is entered into and effective as of the 2 I ’‘ day of , 2003, extending and amending the agreement dated December 26’, 2002 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, (“City”), and Allstar Fire Equipment Inc., (”Contractor“) (collectively, the “Parties”) for (description of proiect). QG Q-~W RECITALS A. The Parties desire to extend the Agreement for a period of one (1) year. B. The Parties have negotiated and agreed to a revised pricing schedule, which is attached to and incorporated in by this reference as Exhibit “A”, Firefighter’s Wear (Wildland Protective Clothing). NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: I 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one year ending on December 25”, 2004. 2. The prices for the garments and options will be revised as shown on Exhibit “A Firefighter‘s Wear (Wild Land Protective Clothing). 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. ... ... ... ... ... ... City Attorney Approved Version #05.22.01 1 5. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. ALLSTAR FIRE EQUIPMENT INC. CITY OF CARLSBAD, a municipal corporation of the State of California W Jill A. Hopper, CFO/Secretary -- --.------ (print namehitle) ATTEST: Gabe E. Sayegh, Vice President" City Clerk (print namekitle) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-president **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporatinn must attach a resolution cet?ified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney By: City Attorney Approved Version ##05.22.01 2 EX H I B I T " A" ~ -- FIREFIGHTER'S WEAR (Wildland Protective Clothing) CITY OF CARLSBAD BID #6 Agenda Bill No. 17,016, Resolution No. 2002-364 December 26,2003- December 25,2004 with option to renew for three (3) additional (1) year periods. ALLSTAR FIRE EQUIPMENT, INC. 12328 LOWER AZUSA ROAD ARCADIA CA 91006 NED PATTERSON 800-425-5787 FIREFIGHTERS WEAR (Wildland Protective Clothing) Page 1 of 2 1013012003 CITY OF CARLSBAD BID #6 - AGENDA BILL NO. 17.016. RESOLUTION NO. 2002-364 ALLSTAR FIRE EQUIPMENT, INC. 12328 LOWER AZUSA ROAD ARCADIA CA 91006 NED PATTERSON 8004255787 COST Jacket Pant BASE GARMENT (Sizes: X-Small thru X-Large) $1 16.24 $1 03.77 XX-Large $122.06 $108.97 XXX-Large $127.87 $114.18 Barrier Wear - Model Numbers: Coat - 4400SD-1 OC Pant - 4070SD-IOC OPTIONS The following items must be available as options to the base garment: Outer Shell Jacket Pant 6 oz. Nomex (Sizes: X-Small thru X-Large) $1 12.68 $99.96 XX-Large $1 18.30 $104.96 XXX-Large $123.96 $109.95 Barrier Wear - Model Numbers: Coat - 4400SD-1OB Pant - 4070SD-IOB 9.0 oz. Fire retardant cotton (sizes: X-Small thru x-Large) $75.45 $67.98 XXX-Large $83.02 $74.78 XX-Large $79.21 $71.38 Barrier Wear - Model Numbers: Coat -4400SD-llB Pant - 4070SD-I 1 B Pockets Additional radio pocket $20.60 PRICES FOR THE PERIOD 12/26/03 - 12/25/04 FIREFIGHTERS WEAR (Wildland Protective Clothing) Page 2 of 2 1013012003 AGREEMENT FOR SALE OF WILDLAND FIRE PROTECTIVE GARMENTS Allstar Fire Equipment Inc This Agreement is entered into on this 2bfi day of h’ C eh hv, 2002 (“Effective Date”) by Allstar Fire Equipment Inc, a Corporation, located at 12328 Lower Azusa Road (“Seller“) and the City of Carlsbad, a municipal corporation, located at 1635 Faraday Avenue, Carlsbad, CA 92009 (“City”). RECITALS A. The parties contemplate that City and the fire departments and fire districts of Alpine, Chula Vista, Corona, Del Mar, El Cajon, Encinitas, Escondido, Imperial Beach, La Mesa, National City, Oceanside, Poway, Rancho Santa Fey Santee, Solana Beach and Vista (collectively “Participating Agencies”) will purchase from Seller and Seller will sell to City and Participating Agencies Wildland Fire Protective Garments on an ongoing basis. B. To expedite these contemplated purchases, the parties are willing to enter into a non-exclusive agreement that sets forth the terms and conditions that will govern all such transactions between them. NOW, THEREFORE, in consideration of these matters, and of the mutual benefits and obligations set forth in this Agreement, the parties agree as follows: 1. Definitions 1.1 Buver. With respect to purchase orders issued by City, the term “Buyer” means City. With respect to orders issued by a Participating Agency, the term “Buyer” means that Participating Agency. 1.2 Products. The term ”Product” means those items for which Buyer issues to Seller a purchase order during the term of this Agreement. Product and specific terms are described in Exhibit “A”, Request for Bid, Exhibit “B, Specifications and Exhibit “C”, General Provisions attached and incorporated by reference in accordance with the terms and conditions set forth in this Agreement 2. Issuance Of Purchase Orders. Buyer may issue purchase orders to Seller from time to time for the Products. Each purchase order shall contain a description of the Products ordered, the quantities and prices, the terms and place of delivery, and will reference City of Carlsbad Bid #03-06. Every purchase order issued by Buyer to Seller following the date of this Agreement and bearing such a notation shall be governed by and be deemed to include the provisions of this Agreement. In the event of any inconsistency between the terms and conditions of Exhibits “A”, “By or “C”, or a purchase order, the inconsistency will be resolved in the following descending order of precedence: this agreement, the purchase order, Exhibit “B Exhibit “C” and Exhibit “A”. Each Participating Agency will indicate its specific requirements on its purchasing documents. The City assumes no responsibilities for any order placed by any of the Participating Agencies. Delivery address and instructions will be indicated on each Participating Agency’s order. There will be no minimum order and all items must be available for the term of this agreement. All items will be delivered F.O.B. Destination, Freight Prepaid and Allowed, and at the prices set forth in the bid. Page 1 of 4 3. Term. The term of this Agreement shall commence on the Effective Date above and continue for a subsequent period of one year. This Agreement may be amended to extend its term for up to four additional one year periods, subject to Seller’s continued satisfactory performance under this Agreement and the appropriation of funds by the City Council. In such event, the parties will prepare a written amendment, indicating the effective date of the amendment and the length of the extended Agreement. 4. Termination. City may terminate this Agreement at any time with thirty (30) days’ written notice to Seller. Seller may terminate this Agreement at any time with ninety (90) days’ written notice to City. 5. Delivery. A. The delivery for purchase orders placed pursuant to this Agreement shall be as specified in Exhibit “A”, Exhibit “By and Exhibit “C B. Time is of the essence on orders and delay in delivery will cause injury to the ordering agency. Resulting damages cannot be calculated with any degree of certainty. The vendor shall be subject to liquidated damages to be deducted from the contract price in the sum of $0.50 per jacket and $0.50 per pant for each calendar day that delivery exceeds the forty five (45) day requirement. Should the Contractor be obstructed or delayed in the work required to be done hereunder by any act or omission of the City or ordering agency or by strikes, an act of God, or by the inability to obtain materials or equipment, then the time of completion shall be extended for such period as may be agreed. C. Notwithstanding any other provision of this Agreement, if delivery cannot be or is not made within forty five days after the receipt of any order, Buyer may, upon knowledge of the fact and whether or not the delay would be excusable, terminate the order by written notice to Seller. The termination shall be without cost to Buyer and shall discharge all obligations and liabilities of the parties under the order except as to Products delivered and accepted previously. 6. Passage of Title and Risk of Loss. Unless otherwise specified in a particular purchase order placed pursuant to this Agreement, title to and risk of any loss of or damage to the Products shall pass from Seller to Buyer when the Products are accepted by Buyer. 7. Seller shall inspect and test all Products prior to shipment to Buyer. In addition, all Products shall be subject to final inspection and acceptance by Buyer at Buyer’s facility in Carlsbad, California. Final inspection and acceptance or rejection will be made by Buyer within thirty (30) days after receipt of Products, and failure of Buyer to reject any Product within thirty (30) days after receipt shall constitute acceptance. Should Buyer reject any Product for failure to conform to the requirements of an order, Buyer shall notify seller of the rejection, giving detailed reasons for the rejection. Seller shall then have the option to repair or replace the nonconforming Product within ten (10) days at Buyer’s facility. If Seller fails to act to correct any nonconforming Product within this time period, then Buyer may return any nonconforming Product to seller. Rejected items to be returned to Seller shall be shipped at Seller’s risk and expense. Page 2 of 4 8. Warrantv. Seller warrants to Buyer that all Products delivered under this Agreement shall be free from defects in materials and workmanship, that all Products will conform to the requirements of the order including, but not limited to, the applicable descriptions, specifications, and drawings agreed to by the parties and, to the extent the items are not manufactured pursuant to detailed designs furnished by Buyer, that all Products will be free from defects in design and suitable for the intended purposes. In addition, Seller warrants that all Products will, at the time of delivery, be free from any security interest or other lien or encumbrance. 9. Indemnification and Insurance. Seller shall defend, indemnify, and hold harmless Buyer (including Buyer‘s officers, employees, agents, and volunteers) from and against any and all claims, liabilities, demands, causes of action, damages, losses, penalties, fines, charges, assessments, impositions, attorneys’ fees, costs, and expenses of any kind arising out of Seller’s performance under this Agreement caused in whole or in part by any willful misconduct or negligent act or omission of the Seller (including the Seller’s officers, employees, agents, and volunteers). In addition, Seller will obtain and maintain during the term of this Agreement, and any subsequent amendments to it, insurance, from an insurance company acceptable to the Buyer, for personal injury and property damage arising out of or in connection with Seller‘s performance under this Agreement. This insurance must include general liability, worker’s compensation, and employer’s liability insurance in the amount of $1,000,000 per occurrence/accident. The insurance many not be modified or canceled without thirty (30) days’ prior written notice to Buyer. Seller must furnish Certificates of Insurance evidencing the required coverage prior to the execution of this Agreement by Buyer. 10. Notices. All notices and other communications required or authorized under this Agreement shall be given in writing either by personal delivery or by first class mail addressed to the respective party at the addresses indicated at the beginning of this Agreement. 11. Assignment. Seller may not assign any rights, including rights to moneys due or to become due under this Agreement, or delegate of any duties under this Agreement or under any orders subject to this Agreement, without the written consent of City. 12. Non-Waiver. No waiver of a breach of any provision of this Agreement shall constitute a waiver of any other breach of the same or other provision. 13. Choice of Forum and Governing Law. Seller irrevocably consents and submits to the jurisdiction of the courts of San Diego County, California and any United States Federal District Court in the Southern District of California in connection with any suit, action, or other proceeding arising out of or based on this Agreement. This Agreement shall be governed by and construed according to the laws of the State of California. 14. Merger. This writing is intended by the parties to be the final expression of their Agreement on the terms included in this Agreement. This writing supersedes all prior agreements and contemporaneous oral agreements. Any prior agreements or contemporaneous oral agreements shall not be used to explain, supplement, or contradict this Agreement. 15. Amendment. This Agreement may not be amended, except in a writing signed by Seller and City. Page 3 of 4 I. 16. Compliance with Laws. Seller will comply with all federal, state, and heal laws and regulations applicable to this Agreement, including those prohibiting discrimination and harassment in the workplace. In addition, if required, Seller will obtain and maintain a City of Carlsbad business license during the term of this Agreement and any amendments to it. 17. False Claims. By signing this Agreement, Seller acknowledges that it may be subject to civil, criminal, and administrative penalties for the filing of false claims, including those set forth in the California False Claims Act (Government Code sections 12650, et seq.) and Carlsbad Municipal Code (Section 3.32.025, et seg.). In addition, Seller acknowledges that debarment by another jurisdiction is grounds for City to terminate this Agreement. CONTRACTOR 18. Authority. The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR / (sign here) Jeud A , SPG+rn 18. Authority. The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. .- (print namdtitle) (print namekitle) If required by City, proper notarial a attached. If a Corporation, Agreem each of the following two groups. *Group A. Chairman, President, or Vice-president **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney By: Deputy City Attorney Page 4 of 4 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT personally appeared _rlllsF.PH A. SPOSATO AND JILL A. HOPPER I Name@) of Signer(s) personally known to me - OR - 0 proved to me on the basis of satisfactory evidence to be the perso@ whose nam@$./are subscribed to the within instrument and acknowledged to me thatM/*e same inh$'r@ authorized .M$6hqm signatureon the or the entity upon behalf of which the perso@acted, executed the instrument. WITNESS mv hand and official seal. " . ." I Signature of Notary Public I I OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. ~ Description of Attached Document , Title or Type of Document: AGREF.MRNT FOR SALE OF WILDLAND GARMENTS Document Date: NOVEMBER 19, 2 0 0 2 Number of Pages: 4 , , , Signer@) Other Than Named Above: NONE Capacity(ies) Claimed by Signer(s) I Signer's Name: JOSEPH A. SPOSATO , I I L# Individual I Corporate Officer Title@): 0 Partner - 0 Limited 0 General 0 Attorney-in-Fact 0 Trustee- I 0 Guardian or Conservator 0 Other: " Signer's Name: JILL A. HOPPER 0 Individual Corporate Officer Title(s): 0 Partner - 0 Limited 0 General 0 Attorney-in-Fact 0 Trustee 0 Guardian or Conservator 0 Other: I1 Top of thumb here I I Signer Is Representing: I I 0 1994 National Notary Association * 8236 Remmet Ave.. P.O. Box 7184 Canoga Park, CA 91309-7184 Prod. No. 5907 Reorder: Call Toll-Free 1-800-876-6827 % EXH I BIT "A" City of Carlsbad REQUEST FOR BID August 29,2002 BID NO. 03-06 DUE DATE: OCTOBER 3,2002 ' 11:OOAM FOR: WILDLAND FIRE PROTECTIVE GARMENTS The City of Carlsbad is requesting bids for providing wildland fire protective garments for the period from approximately November 1 , 2002 to October 31 , 2003 to the fire departments and fire districts of Carlsbad, Alpine, Chula Vista, Corona, Del Mar, El Cajon, Encinitas, Escondido, Imperial Beach, La Mesa, National City, Oceanside, Poway, Rancho Santa Fe, Santee, Solana Beach and Vista per the attached specifications and conditions. The listed agencies estimate purchases of 325 jackets and 325 pants during the term mentioned above. Quantities are estimated as closely as possible, but may be lesser or greater at the time of ordering. Additional quantities may be ordered by nondeclared agencies at the successful bidder's option to accept the provisions of the public agency clause. Each participating agency will indicate its specific requirements on its purchasing documents. The City of Carlsbad assumes no responsibilities for any order placed by any of the participating agencies. Delivery address and instructions will be indicated on each agency's order. There will be no minimum order and all items must be available for the contract period (approximately November 1, 2002 to October 31, 2003). All items will be delivered F.O.B. Destination, Freight Prepaid and Allowed, and at the prices set forth in the bid. In accordance with the Carlsbad Municipal Code, awards shall be based on a best value evaluation. Criteria used for the evaluation will include: cost, responsiveness to specifications, quality of workmanship, references, ability to provide services, delivery schedule, and unspecified value-added offerings which may be offered by the bidder. See attached documentation for details. The lowest bidder may not receive the award. We will expect the successfut bidder to sign a contract. A sample contract is attached. The final contract will include this request for bid and the successful vendor's response. Please do not execute the contract at this time. The following items must be submitted with your bid. Omissions may be cause to consider your bid non-responsive. Cost and Delivery Proposal Bidder's statement of Technical Ability and Experience Bidder's Statement of Ability to Provide Services Bidder's Statement of Unspecified Value Added Offerings Sample Garments Sample garments must be received in the Purchasing Department before 11:OO A.M. on October 3,2002. THE CITY ENCOURAGES THE PARTtClPATlON OF MINORITY AND WOMEN-OWNED BUSINESSES. 1635' Faraday Avenue - Carlsbad, CA 92008-7314 - (760) 602-2460 - FAX (760) 602-8556 Allstar Fire Equipment. Inc. In28 Lower Azusa Road Arcadia. California 91006 By submitting a bid, the contractor is providing a guarantee to the City that, if chosen, they will be able to provide the proposed products and services during the period of time discussed in this request for bid. A sample agreement is attached for your information onlv. do not sign the aqreement. Direct any questions regarding this bid to Jim Sartorio at 760-602-2467 OPTION TO RENEW The City may desire to exercise an option to renew the contract for four (4) additional one (1) year periods. The City proposes that such renewal be contingent on a mutual agreement between the City and the successful bidder herein, such agreement to be confirmed sixty (60) days prior to the termination of the contract period. Either the City or the bidder may at that time decline to confirm the renewal of the Contract, for any reason whatever, and such declination would render the renewal option null and void. Would the bidder accept an option to renew, subject to the above stated conditions? YES xxxx NO PUBLIC AGENCY CLAUSE It is intended that any other public agency (i.e., city, district, public authority, public agency, municipal utility and other political subdivision or public corporation of California) located in the State of California shall have the option to participate in any award made as a result of this solicitation. The City of Carfsbad shall incur no financial responsibility in connection with purchase by another public agency. The public agency shall accept sole responsibility for placing order or payments to the vendor. This option shall not be considered in the evaluation. Indicate below whether said option is or is not granted. YES xxxx NO READ THE AlTACHED GENERAL PROVISIONS CAREFULLY, THEY ARE A PART OF YOUR BID. Firm Allstar Fire Equipment, Inc Address 12328 LowerAzusa Road GUARANTEE OF GOOD FAITH REQUIRED: City Arcadia $ . None (FAILURE TO SUBMIT GUARANTEE OF GOOD FAITH WILL VOID State,Zip California 91 006 THE BID. SEE PARAGRAPH 3, GENERAL PROVISIONS.) Allstar Fire Equipment, Inc. 12328 Lower Azusa Road Arcadia. California 91006 COST COST AND DELIVERY PROPOSAL Jacket BASE GARMENT (Sizes: X-Small thru %Large) $1 12.85 Barrier Wear - Model Numbers: XX-Large $1 18.50 Coat - 4400SD-1 OC XXX-Large $124.15 Pant - 4070SD-1OC Pant $1 00.75 $105.80 $1 10.85 OPTIONS The following items must be available as options to the base garment Outer Shell Jacket Pant 6 02. Nomex (Sizes: X-Small thru X-Large) $1 09.40 Barrier Wear - Model Numbers: XX-Large XXX-Large Coal - 4400SD-10B Pant - 4070SD-1 OB 9.0 02. Fire retardant cotton $1 14.85 $120.35 Barrier Wear - Model Numbers: (Sizes: X-Small thru X-Large) $73.25 Coat - 44OOSD-11 B XX-Large $76.90 Pant - 4070SD-11 B XXX-Large $80.60 $97.05 $101.90 $1 06.75 $72.60 Pockets OPENED, WITNESSED AND RECORDED: Additional radio pocket $20.00 /a-%L DATE DELIVERY Maximum number of calendar days from receipt of order to receipt of garments 45 days. Deliveries are required no later than forty five (45) calendar days after receipt of order. A more prompt delivery schedule may be offered and will be a consideration in the evaluation. NOTE - The delivery schedule submitted will become part of the contract and subject to the following provisions. Time is of the essence on orders and delay in delivery will cause injury to the ordering agency. Resulting damages cannot be calculated with any degree of certainly. The vendor shall be subject to liquidated damages to be deducted from the contract price in the sum of $0.50 per jacket and $0.50 per pant for each calendar day that delivery exceeds the forty five (45) day requirement. Should the Contractor be obstructed or delayed in the work required to be done hereunder by any act or omission of City or ordering agency or by strikes, an act of God, or by the inability to obtain materials or equipment, then the time of completion shall be extended for such period as may be agreed. BIDDER’S STATEMENT OF ABILITY TO PROVIDE SERVICES The bidder is required to make a statement of how services will be provided. Include: Time period between award and start of service, number of personnel to be used providing services, experience of personnel, numbers and type of equipment to be used, how quickly urgent but unplanned services can be provided, and any other information you can offer that will help determine your ability to provided contracted services. Barrier Wear Mfg. is the manufacturer of this brush clothing and first order would run 45 days after that delivery would ~~~~ run 30-45 days ARO. EXHIBIT I'B" SPECIFICATIONS - WILDLAND FIRE PROTECTIVE GARMENTS PART I: GENERAL REQUIREMENTS GENERAL Garments built per these specifications shall be compliant to NFPA STANDARD 1977 (current edition) and shall comply with all CAUOSHA codes and standards for forestry firefighting protective apparel. Garments shall be certified to NFPA 1977 by a nationally recognized laboratory. Documentation of compliance shall be provided upon request. INSPECTION All garments shall be inspected before acceptance by the participating agency for workmanship, appearance and proper functioning of all components, and conformance to all requirements of this request for bid. WARRANTY The manufacturer shall provide a minimum one-year warranty against defects in materials and workmanship. A copy of the manufacturer's warranty shall be delivered with each unit. The vendor shall be responsible for all transportation costs incurred during the warranty period. All warranty work shall be completed and the garment returned within ten (10) business days of receipt. The participating agency shall be furnished a "No Charge" invoice for all work performed under warranty indicating type of work performed and parts replaced. DELIVERY Delivery of orders must be received by the ordering agency within the schedule specified in your bid, which must not exceed forty five (45) calendar days from receipt of a purchase order. Ordering agency must receive a written or faxed notification within 5 days of receipt of order. Time is of the essence on orders and delay in delivery will cause injury to the ordering agency. Resulting damages cannot be calculated with any degree of certainty. The vendor shall be subject to liquidated damages to be deducted from the contract price in the sum of $0.50 per jacket and $0.50 per pant for each calendar day that delivery exceeds the schedule set forth in your bid. Should the Contractor be obstructed or delayed in the work required to be done hereunder by any act or omission of the City or ordering agency or by strikes, an act of God, or by the inability to obtain materials or equipment, then the time of completion shall be extended for such period as may be agreed. SAMPLE The manufacture/bidder shall submit to the Purchasing Department, one (1) complete set of wildland gear Jacket size-46, pants size- 36 waist, 30 length for evaluation prior to the bid due date. Sample garments may be dismantled during the evaluation process. As the authority having jurisdiction, the City of Carlsbad after evaluation, inspection and/or testing, reserves the right to determine compliance with all provisions of this bid. SIZING Sizing of garments built to this specification shall be compliant with NFPA 1977. MATERIAL Garment shall be constructed using 7.5 oz yellow Nomex Page 1 of 3 PART 11: WILDLAND FIRE PROTECTIVE JACKET JACKET DESIGN The design or cut of the jacket shall be designed to allow full freedom of movement in all aspects, especially in arm movement. It shall be designed to minimize coat rise and sleeve retraction when the arms are raised above the head. Binding or bunching of material under the arm will not be accepted. COLLAR The collar shall be no more then 3” tall when in the raised position. The collar closure shall be designed to provide a positive closure without excessive material. ‘Turnout“ style throat tabs will not be accepted. A hanger loop made of outer shell material should be provided and attached at the collar line on the inside of the garment at the center of the back. SLEEVE CONSTRUCTION Sleeves shall be full-cut for freedom of movement. Jacket sleeve shall have a pull tab type closure at the end of the sleeve, which will allow for complete closure around the wearer‘s wrist ZIPPER #10 Heavy Duty brass locking type, on Nomex tape. Preferred zipper placement shall extend from the top of the collar to the bottom of the jacket. The zipper shall be covered under the leading edge of the left side body panel. This leading edge shall be secured to the body of the jacket using a maximum of 3/41) wide flame resistant hook and pile tape. TRIM A circumference band of 2” 3M brand “Triple Trim” (lime yellow/silver) shall be located on the end of each sleeve, approximately 4” up from the cuff. A 2 band shall also encircle the bottom of the coat directly above the hem line. REFLECTIVE LETTERING As a means of identification, 3” tall yellow reflective lettering with up to seven (7) letters of the participating users choice shall be provided on the upper back of the jacket JACKET POCKETS Jacket shall have two “semi bellows” type pockets approximately 2”XlO”xlO” The bottom of each pocket shall be positioned along the hem line of the jacket. The “semi bellows” shall be sewn tight at the leading edge of the pocket and expand 2 at the trailing end of the pocket. The bottom 1/2 of each pocket should be lined on the inside on all 4 sides to provide additional abrasion protection. Drain eyelets should be installed in pockets to allow for drainage Pockets should have a two layer pocket flap 1/4“ wider on each side of the pocket. The pocket flaps should be closed by means of flame resistant hook and pile fastener tape orientated appropriately to provide complete closure when the pocket is fully expanded RADIO POCKET Jacket shall have one (1) radio pocket on left breast. Pocket shall measure 7” long by 3” wide and 2” deep, (finished size) with a two layer flap. Pocket should have a two layer pocket flap 1/4” wider on each side of the pocket. The pocket flaps should be closed by means of flame resistant hook and pile fastener tape orientated appropriately to provide complete closure when the pocket is fully expanded. A 1” wide by 2’ long microphone clip shall be placed approximately 2” directly above the radio pocket Page 2 of 3 PART 111: WILDLAND FIRE PROTECTIVE PANTS DESIGN The pant should be designed to provide freedom of movement throughout all ranges of motion, avoid excessive material and fabric bunching in the crotch area and allow ease of donning and doffing. Top of pant should incorporate a 2” finished wide cotton elastic completely sealed in outer shell material. The pants. should include 5 five belt loops of same material. The fly closure should allow for maximum protection and ease of use. If a zipper is used, it shall be a #10 size and be covered by a flap of outer shell material, which in turn will be secured with fire resistant hook and pile tape not more than %” wide Pant cuff should be two layers in thickness. Pants should have a #10 size zipper closure on the bottom edge of pant leg 12” - 14” long with bellows. Zipper should have a minimum of 1” overlap of two layer outer shell material on the front flap (leading edge) of the leg to completely cover the length of the zipper. The bottom edge of pant cuff should have a means of providing complete closure around the wears’ leg. This closure should consist of metal snaps appropriately placed along the pant cuff. PASS THROUGH ACCESS The pant design should incorporate the ability to access the wearer‘s uniform pant pockets, without having to open the fly. TRIM A circumference band of 2” 3M brand “Triple Trim” (lime yellow/silver) shall be located above the bottom edge of the pant leg. PANT POCKETS Pants should incorporate at least one (1) rear patch type pocket, preferably on the right side, with a two-layer flap. Pocket closure should consist of hook and hook tape. Two (2) 2X8”X8 “semi bellows” type pockets should be provided on the outside thigh area. The “semi bellows” shall be sewn tight at the leading edge of the pocket and expand 2” at the trailing end of the pocket. The bottom 1/2 of each pocket should be lined on the inside on all 4 sides to provide additional abrasion protection. Drain eyelets should be installed in pockets to allow for drainage Pockets should have a two layer pocket flap 1/4” wider on each side of the pocket. The pocket flaps should be closed by means of flame resistant hook and pile fastener tape orientated appropriately to provide complete closure when the pocket is fully expanded KNEE PADS An appropriately sized and placed knee pad consisting of one additional layer of outer shell material should be incorporated to provide additional abrasion resistance in the knee area Page 3 of 3 EXHIBIT "C" CITY OF CARLSBAD GENERAL PROVISIONS PLEASE READ CAREFULLY THESE PROVISIONS ARE A PART OF YOUR BID AND ANY CONTRACT Pursuant to the Notice to Bidders advertised in the official City newspaper, the specifications, bidding instructions and requirements on file with the City, the conditions of these General Provisions, and subject to all provisions of the Ordinances of the City of Carlsbad, the Bidder proposes to furnish to the City of Carlsbad, complete at the prices stated in the bid document, the items or services described in the bid document. The person signing the bid warrants that the bid is genuine and not sham or collusive, or made in the interest of, or on behalf of, any person, firm or corporation not named in the bid document; that the Bidder has not directly or indirectly induced or solicited any other Bidder to submit a sham bid, or any other person, firm or corporation to refrain from bidding, and that the Bidder has not, in any manner, sought by collusion to secure any advantage over other bidders. In submitting this proposal, the Bidder agrees that: A. Bidder has carefully examined the specifications and all provisions relating to the items .to be furnished, or the work to be done, attached and incorporated into the proposal and understands the meaning, intent and requirements of them, and agrees to the same. B. Bidder will, for the prices quoted, enter into a written contract and furnish the item(s) or complete the work in the time specified, and in strict conformity with the City of Carlsbad specifications for the item(s) or work. 1. FORMS The Purchasing Officer will furnish forms and specifications for all proposals and no bids will receive consideration unless made upon forms so furnished. EUJX IST RF SllBhdlnFn IN A SFAI Fn FNVFI OPF W1T-R ClhLIHE F COMPI FTF WITH THF mTlONSJX3 F1-n AND n Tcl, CITY OF CABI SRAn PIIRctlssu\IT: DFPARTWNT Of3 1TFI-I- .AT 1K-Y AVFNI JF fXRLSBAn CA ~.~ ~. 4 PRIOR TO THF TIMF SFT Fa OPFNING 2. PRICES All prices and notations must be in ink or typewritten. Mistakes may be crossed out and corrections typed or written with ink next to them. Such modifications must be initialed in ink by the person signing the bid. .~ " ~ " ~ ~- . ~- ~ . " 1 " 9/02 ,% CITY OF CARLSBAD GENERAL PROVISIONS PLEASE READ CAREFULLY THESE PROVISIONS ARE A PART OF YOUR BID AND ANY CONTRACT Pursuant to the lbtice to Bidders advertised in the official City newspaper, the specifications, bidding instructions and requirements on file with the City, the conditions of these General Provisions, and subject to all provisions of the Ordinances of the City of Carlsbad, the Bidder proposes to furnish to the City of Carlsbad, complete at the prices stated in the bid document, the items or services described in the bid document. The person signing the bid warrants that the bid is genuine and not sham or collusive, or made in the interest of, or on behalf of, any person, firm or corporation not named in the bid document; that the Bidder has not directly or indirectly induced or solicited any other Bidder to submit a sham bid, or any other person, firm or corporation to refrain from bidding, and that the Bidder has not, in any manner, sought by collusion to secure any advantage over other bidders. In submitting this proposal, the Bidder agrees that: A. Bidder has carefully examined the specifications and all provisions relating to the items to be furnished, or the work to be done, attached and incorporated into the proposal and understands the meaning, intent and requirements of them, and agrees to the same. B. Bidder will, for the prices quoted, enter into a written contract and furnish the item(s) or complete the work in the time specified, and in strict conformity with the City of Carlsbad specifications for the item(s) or work. I. FORMS The Purchasing Officer will furnish forms and specifications for all proposals and no bids will receive consideration unless made upon forms so furnished. Rln.C QT RF .WTTFn IN A SAl Fn FNVFI QPF WITH RllzhlllhdBEBQN THF F WITH THF SPFP- FlJwFn AM PIIRCWG nFPARWNT OR DFPnSUFn IN THF sLa_Bax AT 1635 FARAnAY AW-n CA ~. . . TO THF TLMF SFT Fnm 2. PRICES All prices and notations must be in ink or typewritten. Mistakes may be crossed out and corrections typed or written with ink next to them. Such modifications must be initialed in ink by the person signing the bid. - "" ~ ~"_~_I_" " ~~ . .___~ . " 1 " 9/02 .kc Bids shall indicate the unit price extended to indicate the total price for each item bid. Any difference between the unit price correctly extended and the total price shown for all items bid shall be resolved in favor of the unit price, except when the Bidder clearly indicates that the total price for all items bid is based on consideration of being awarded the entire lot, and that an adjustment of the total price is being made in consideration of receiving the entire bid. 3. GUARANTEE OF GOOD FAITH (As required on Proposal Form) Cash, uncertified personal and company checks and certificates of deposit are not acceptable as a guarantee of good faith. Each proposal must be accompanied by an unconditional certified check, or a bank or postal money order, or bid bond executed as surety by a corporation authorized to issue surety bonds in the State of California. Such check, money order or bond shall be made payable to the City of Carlsbad and shall be in the amount specified on the Proposal Form. If the Bidder fails to execute the contract within ten (IO) days from the date of the City's mailing of notice that the contract is ready for signature, the City will either award the contract to the next lowest Bidder or will reject all other bids and call for new bids. The Bidder who has failed to so execute the contract shall be liable to the City for the sum--not exceeding the amount of the check, money order or bond, by which the amount of the contract covering the proposal, executed by and between the City and a third party, may exceed the amount bid by the original successful Bidder. Such portion of check, money order or bond as equals the sum shall be declared forfeited to the City of Carlsbad and shall be collected and paid to the City. The Bidder may also be subject to debarment or suspension.. IMPORTANT: Failure to furnish a proper guarantee of good faith with the bid when such is required will automatically void the bid. 4. ITEMS OFFERED If the item offered has a trade name, brand and/or catalog number, such shall be stated in the bid. If the Bidder proposes to furnish an item of a different manufacturer or vendor other than that mentioned in the bid specifications, Bidder must specify maker, brand, quality, catalog number, or other trade designation. Unless such is noted on the bid form, it will be deemed that the item offered is that designated in the bid specifications even though the bid may state "or equal". 5. SAMPLES Samples, when required, shall be furnished prior to bid closing date and time, or within time specified in the bid. The City reserves the right to reject bids submitted without the required samples, or to require samples for alternate bids or items offered as "equals". Samples of items, when required, must be furnished free of expense to the City. If they are not destroyed by tests, samples will, upon request, be returned at the bidder's expense. -_ 2 " 9/02 6. ALTERNATIVE PROPOSALS To be responsive to the bid, Bidder must submit a proposal that meets all specific bid requirements. Bidder may propose "equals" as provided for in accordance with Item 8 of these General Provisions. Once Bidder has proposed a product which is responsive to the specification, Bidder may thereafter include with the bid any additional proposals or alternative products that are not "equals" but that Bidder believes can or may meet or exceed City's requirements, and which offer City additional advantages or benefits based on the state of the art that were not, or could not, be contemplated by City when the requirements were prepared. The City reserves the right to evaluate and accept or reject such alternatives, as though they were part of the original specifications, without advertising for further bids, or to re-advertise based on such proposed state of the art alternatives when in the best interests of the City. Any awards so made will be based on cost analysis considerations that result in the optimum economic advantage to the City. 7. EXPIRATION OF BID All bids shall be considered as firm for a period of ninety (90) calendar days, commencing the day following the date of bid closing and expiring at midnight of the last day, unless otherwise stated in the body of the solicitation. The Bidder may specify a date that the bid expires, provided the date is specific and is entered on the Proposal or Request for Bid form. 8. BRAND NAME Whenever reference to a specific brand name is made in this Request for Bid, it is illustrative and to be construed as a specification which describes a component that has been tested or evaluated by the City as best meeting the specific operational, design, performance, maintenance, quality or reliability standards and requirements of the City, thereby incorporating these requirements by reference within the specification. An equivalent or "equal" may be offered by the Bidder, subject to testing and evaluation at the option of the City or prior to and after the award of bid. The--City. reserves .tbe.sole right to reject a substituted component that will not fulfill requirements. It shall be the sole responsibility of the Bidder to provide at Bidder's expense any product information, test data, and other information or documents the City may require to fully evaluate or demonstrate the acceptability of the offered substitute. Where appropriate, independent testing or evaluation at qualified test facilities, at Bidder's expense, including destructive testing, may be required as a condition of acceptance. " 3 " 9/02 /A 9. VERIFY BID PRICES Bidders must verify their price quotations prior to bid submission, as withdrawal or correction may not be permitted after the bid has been opened. IO. DELIVERY A. Bidder shall state delivery terms on the Proposal Form unless already specified, in which case delivery shall be made within the time set forth. Where time is stated in a number of days, it shall include Saturdays, Sundays and holidays. Delivery is part of the consideration and must be adhered to as specified. B. Bidder will not be held liable for failure to make delivery because of strikes, conscription of property, governmental regulations, acts of God, or any other cause beyond the bidder's reasonable control; provided a written extension of time is obtained from the City Manager. C. All prices shall be F.O.B. destination. Bids other than F.O.B. destination shall be considered non-responsive and will be rejected. Prices shall include all freight, delivery and set-up charges. 11. FIRM PRICES AND PRICE ADJUSTMENT Prices on bid shall be firm prices not subject to escalation. In the event the specifications provide for escalation, the maximum limit shall be shown, or the bid shall not be considered. In the event of a decline in market price(s) below the price(s) bid, the City of Carlsbad shall receive the benefit of such decline. Manufacturer's general price increases to the trade or industry may be passed on to the City. Prices bid must be firm for the first ninety (90) days on an annual agreement; with a thirty (30) day notification of any price increases thereafter. If any price increase occurs, there will be a one (1) week, or one time, order protection provided at the last effective price. All price increases or notices must be KLWJ&Q from not only the vendor but also the manufacturer. The City reserves the right NOT to accept the request. 12. TAXES Each bidder shall include all applicable sales taxes as a separate item in their bid. The amount of local city sales tax included in any bid submitted by a local (Carlsbad) vendor shall be credited by the City against said bid. The City is exempt from Federal Excise Tax. " 4 -- 9/02 13. MODIFICATION OR WITHDRAWAL OF BIDS Bids may be modified or withdrawn by written notice received prior to the exact hour and date specified for receipt of bid. A bid may also be withdrawn in person by a Bidder, or the Bidder's authorized representative, prior to the exact hour and date set for receipt of bids. 14. LATE BIDS AND MODIFICATIONS OR WITHDRAWALS Bids, modifications of bids, or withdrawals received at the office designated in the solicitation, after the exact hour and date specified for receipt, will not be considered. They will be rejected as a late bid and will be returned to bidder .unopened. 15. NO BIDS If no bid is to be submitted, the bid should be marked "NO BID" and reason stated on the Proposal Form, which should be returned in order to maintain the Bidder's name in City's vendor file for further solicitations. A letter or postcard may be submitted instead a blank proposal form. If a Bidder fails to respond to two Request to Bid without returning a "NO BID" response, the Purchasing Officer reserves the right to delete the Bidder from the vendor file for future solicitation. 16. CONFIDENTIAL INFORMATION Any information deemed confidential or proprietary should be clearly identified by the Bidder as such. It will be protected and treated with confidentiality only to the extent permitted by California state law considering public information. Otherwise the information shall be considered a public record. Any data to be returned should be so marked and will be returned if not essential to the bid or contract record. 17. SIGNATURE All bids must be signed, with the firm named as indicated. A bid by a corporation must be signed by a duly authorized officer, employee or agent, with his or her title. Obligations assumed by such signature must be fulfilled. 18. QUALITY Unless otherwise required in the specifications, all goods furnished shall be NEW and UNUSED and the BEST OF THEIR KIND. 19. LITIGATION WARRANTY The Bidder, by bidding, warrants that Bidder is not currently involved in litigation', arbitration, or an administrative proceeding concerning the materials, or Bidder's " 5 " 9/02 tn performance, concerning the same or similar material to be supplied pursuant to this contract or specification, and that no judgments, awards or administrative determinations have been made against Bidder, on the basis of Bidder’s performance in supplying or installing the same or similar material, unless such fact is disclosed to the City in the bid. Disclosure will not disqualify the Bidder. The City reserves the right to evaluate bids, on the basis of the facts surrounding such litigation, arbitration, or administrative proceeding and to require Bidder to furnish the City with a surety bond executed by a surety company authorized to do business in the State of California and approved by the City of Carlsbad, in a sum equal to one hundred percent (100%) of the contract price, conditional on the faithful performance by Bidder of the contract, in the event the bid is awarded to Bidder, notwithstanding the litigation, arbitration, or administrative proceeding. 20. ROYALTIES, LICENSES AND PATENTS Unless otherwise specified, the Bidder shall pay all royalties, license and patent fees. The Bidder warrants that the materials to be supplied do not infringe any patent, trademark or copyright, and further agrees to defend any and all suits, actions and claims for infringement that are brought against the City, and to defend, indemnify and hold harmless the City from all loss or damages whether general, exemplary or punitive, as a result of any actual or claimed infringement asserted against the City, the Bidder, or those furnishing material to Bidder pursuant to this contract. 21. PERFORMANCE STANDARDS Performance of work, and acceptability of equipment or materials supplied, pursuant to any contract or award, shall be to the satisfaction of the City. 22. WARRANTIES A. All material, labor or equipment provided under the contract shall be warranted by Bidder, and/or manufacturer, for at least twelve (12) months after final acceptance by City, except automotive equipment which will be warranted for a minimum 12,000 miles or 12 months, whichever occurs first. Greater warranty -protection will be accepted. Lesser warranty protection must be indicated by Bidder on the bid proposal as an exception. B. Bidder shall be considered primarily responsible to the City for all warranty service, parts and labor applicable to the goods or equipment provided by Bidder under this bid or award, irrespective of whether Bidder is an agent, broker, fabricator or manufacturer’s dealer. Bidder shall be responsible for ensuring that warranty work is performed at a local agency or facility convenient to City and that services, parts and labor are available and provided to.meet~City’s-schedules and~deadlines. C-ity-may require Bidder to post a performance bond after contract award to guarantee performance of __ 6 __ 9/02 these obligations. Bidder may establish a service contract with a local agency satisfactory to City, to meet this obligation if Bidder does not ordinarily provide warranty service. 23. ADDENDA The effect of all addenda to the bid documents shall be considered in the bid, and said addenda shall be made part of the bid documents and shall be returned with them. Before submitting a bid, each Bidder shall ascertain whether or not any addenda have been issued, and failure to cover in this bid any such addenda issued, may render the bid invalid and result in its rejection. 24. SPECIFICATIONS TO PREVAIL The detailed requirements of the specifications shall supersede any specific requirement of these General Provisions which are in conflict therewith. The City reserves the right of being sole judge of bid meeting specifications. Requests for interpretation of bid specifications shall be made in writing to the Purchasing Officer at least five days prior to the date of the bid opening. 25. FAITHFUL PERFORMANCE BOND The successful Bidder may be required to furnish the City with security for the faithful performance of the contract, in a sum up to One Hundred Percent (100%) of the amount of the contract price. This security may take the form of a bond executed by a surety company authorized to do business in the State of California and approved by the City or Carlsbad, or a money order or certified check drawn on a solvent bank. Such bond or deposit shall be forfeited to the City in the event the Bidder fails or refused to fulfill the requirements and all terms and conditions of the contract. 26. AWARD OF CONTRACT A. Bids will be analyzed and the award will be based on the best value to the City. The decision will be based on objective and other predetermined criteria as set forth in the Invitation to Bid. Factors to be considered include, but are not limited to: cost, conformance to the solicitation, supplier's qualifications, past performance, customer service and warranties. B. The City reserves the right to perform a pre-award survey of the bidder to determine capability to perform, including but not limited to, facilities, financial responsibility, materials/supplies, and past performance. The determination of the City as to the bidder's prospective ability to perform the contract shall be conclusive. " 7 -- 9/02 i a" C. The City reserves the right to reject any item or items therein; to waive informalities, technical defects and minor irregularities in bids received; and to select the bid(s) deemed most advantageous to the City. The City will however consider bids submitted on an "all or nothing" basis if the bid is clearly designated as such. D. The City reserves the right to award one or more contracts on the bids submitted, whether by award of all items to one Bidder, or by award of separate items or groups of items to various Bidders, as the interests of the City may require, unless the Bidder clearly specifies otherwise in his bid. E. Upon acceptance by the City of Carlsbad, the solicitation, bid, proposal, or price quotation, and a purchase order issued to the successful Bidder within the time specified, shall be deemed to result in a binding contract without further action required by either party. Items are to be furnished as described in the bid and in strict conformity with all instructions, conditions, specifications and drawings contained in the complete contract. 27. DOCUMENTATION Due to the time constraints that affect contract performance, all required documents, certificates of insurance and bonds or deposits shall be provided to the City (Attention: Purchasing Department) within ten (IO) days following award, or date of request, by City, whichever is later. Any failure to comply may result in bid being declared non-responsive and rejected, and/or at City's option the bid bond will be attached for damages suffered. 28. PURCHASE ORDERS All goods and services will be ordered by means of a Purchase Order. (THE CITY WILL NOT BE RESPONSIBLE FOR ARTICLES OR SERVICES FURNISHED WITHOUT A PURCHASE ORDER.) 29. SELLER'S INVOICE Invoices shall be prepared and submitted in duplicate to: Accounts Payable, City of Carlsbad, 1635 Faraday Avenue, Carlsbad, CA 92008-7314. Separate invoices are required for each Purchase Order. Invoices shall contain the following information: Purchase Order number, item number, description of supplies or services, sizes, units of measure, quantities, unit prices and extended totals. 30. INSPECTION AND ACCEPTANCE Inspection and final acceptance will be at destination unless specified otherwise, and will be made by the City department shown in the "Ship To:" address or other duly authorized representative of the City. Until delivery and final acceptance, and __ 8 __ 9102 31. 32. 33. 34. 35. after any rejection, risk of loss will be on the Bidder, unless loss results from the sole negligence of the City. LOST AND DAMAGED SHIPMENTS Risk of loss or damage to items prior to the time of their receipt and final acceptance by the City is upon the Bidder. The City has no obligation to accept damaged shipments and reserves the right to return, at the Bidder's expense, damaged merchandise even if the damage was not apparent or discovered until after receipt of the items. LATE SHIPMENTS Bidder is responsible to notify the City department receiving the items and the Purchasing Officer, of any late or delayed shipments. The City reserves the right to cancel all or any part of an order if the shipment is not made as promised. COMPLIANCE WITH INDUSTRIAL SAFETY CODES All equipment, instruction manuals, spare parts and other items furnished shall, where applicable, conform with the Safety Orders of the California Division of Industrial Safety. Material Safety Data Sheets (MSDS) shall be supplied, for each applicable item, with the initial order. All containers shall be labeled per OSHA specifications. WAIVER The failure of the City to enforce a particular condition or provision of any contract awarded hereunder shall not constitute a waiver of that provision or condition or its enforceability by the City. CONSEQUENCES OF VIOLATIONS OF LAW REGARDING ANTI-COMPETI- TlVE BUSINESS PRACTICES OR UNFAIR TRADE PRACTICES Any acts or-omissions-of Bidder in violatian of federal, state or municipal law, or City policies and regulations regarding anti-competitive practices, unfair trade practices, collusion, contingent fees, gratuities, kickbacks, contemporaneous employment or similar violations creating an unfair influence on the public bidding and award process, pertaining to this contract or proposal, may void this contract. In addition to all other remedies or damages allowed by law, Bidder shall be liable to City for all damages City thereby suffers or incurs, including costs for substitute performance, and may also be subject to debarment. 36. CONFLICT OF INTEREST No employee, or member of the employee’s immediate family, or elected or appointed member of City government, may participate directly or indirectly in the procurement process pertaining to this bid, if they: A. Have a financial interest, or other personal interest, which is incompatible with the proper discharge of their official duties in the public interest, or would tend to impair their independence, judgment or action in the performance of their official duties. B. Are negotiating for, or have an arrangement concerning, prospective employment with Bidder. The Bidder warrants to the best of his knowledge that the submission of the bid will not create such conflict of interest. In the event such a conflict occurs, the Bidder is to report it immediately to the Purchasing Officer. For breach or violation of this warranty, the City shall have the right to annul this contract, at its discretion, without liability. Bidder may also be subject to damages and/or debarment or suspension. 37. CITY PROVISIONS TO PREVAIL Except as specified in the specifications, the City’s standard General Provisions shall govern any contract award. Any standard terms and conditions of Bidder, submitted by Bidder, shall not be acceptable to City unless expressly assented to by City by separate documents. The City reserves the right to reject Bidder’s bid as non-responsive, to consider the bid without Bidder’s standard terms and conditions, or to require Bidder to delete reference to such, as a condition of evaluation or award of the bid. If, after award of contract, Bidder (contract vendor) shall provide materials, or services, accompanied by new or additional standard terms or conditions, they too shall be considered void, and City may require deletion thereof as a further condition of performance by vendor. To the extent not otherwise provided for by the contract documents, the California Commercial Code shall apply. 38. AMENDMENTS AND MODIFICATIONS The Purchasing Officer may at any time, by a written order, and without notice to the sureties, make a modification to the contract or an amendment to the Purchase Order, within the general scope of this contract, in (1) drawings, designs, or specifications, where the supplies to be furnished are to be specially manufactured for the City in accordance therewith; (2) method of shipment or packing; and (3) place of delivery. If any such change causes an increase or decrease in the cost of, or the time required for, performance of this contract, whether changed or not changed by any such order, an equitable adjustment shall be made by written modification of the contract or amendment to the Purchase Order. Any claim by the Bidder for adjustment under this clause must be asserted within 30 days from the date of receipt by the Bidder of the notification; provided that , if Purchasing Officer decides that the facts justify such action, the Purchasing Officer may receive and act upon any such claim, if asserted prior to final payment under this contract. Failure to agree to any adjustment shall be a dispute, concerning a question of fact, within the meaning of the clause of these provisions entitled "Disputes". However, nothing in this clause shall excuse the Bidder from proceeding with the contract as changed. 39. DISPUTES Except as otherwise provided in this contract, any dispute concerning a question of fact arising under this contract, which is not disposed of by agreement, shall be decided by the Purchasing Officer, who shall reduce this decision to writing or mail or otherwise furnish a copy thereof to the Bidder. The decision of the Purchasing Officer shall be final and conclusive unless, within 30 days from the date of receipt of such copy, the Bidder mails or otherwise furnishes to the Purchasing Officer a written appeal addressed to the City Manager. The decision of the City Manager, or his duly authorized representative for the determination of such appeals, shall be final and conclusive. In connection with any appeal proceeding under this clause, the Bidder shall be afforded an opportunity to be heard and to offer evidence in support of the Bidder's appeal. Pending final decision of a dispute hereunder, the Bidder shall proceed diligently with the performance of the contract, and in accordance with the Purchasing Officer's decision. 40. TERMINATION FOR DEFAULT A. The City of Carlsbad, California, hereafter referred to as the City may by written notice of default to the Bidder (subject to the provisions of paragraph (C) below) terminate the whole or any part of this contract, in any one of the two following circumstances: 1. If the Bidder fails to make delivery of the supplies or to perform the services, within the time-specified herein, or any extension thereof; or 2. If the Bidder fails to perform any of the other provisions of this contract, or so fails to make progress to endanger performance of this contract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (1 0) days after receipt of notice from the Purchasing Officer specifying such failure. B. In the event the City terminates this contract, in whole or in part, as provided in paragraph (A) of this clause, the City may procure, upon such C. terms and in such manner as the Purchasing Officer may deem appropriate, supplies or services similar to those so terminated, and the Bidder shall be liable to the City for any excess costs for such similar supplies or services; provided, that the Bidder shall continue the performance of this contract to the extent not terminated under the provisions of this clause. The Bidder shall not be liable for any excess costs, if the failure to perform the contract arises out of causes beyond the control and without the fault or negligence of the Bidder. Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of the City in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restriction, strikes, freight embargoes, and unusually severe weather; but in every case the failure to perform must be beyond the control and without the fault or negligence of the Bidder. D. If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Bidder was not in default under the provisions of this clause, or that the default was excusable under the provisions of this clause, the rights and obligations of the Bidder shall be the same as if notice of termination for convenience had been issued pursuant to such clause. 41. TERMINATION FOR CONVENIENCE The Purchasing Officer, by written notice, may terminate this contract, in whole or in part, when it is in the best interest of the City. If this contract is for supplies and is so terminated, the Bidder shall be compensated in accordance with his auditable costs to point of Notification of Termination. To the extent that this contract is for services and is so terminated, the City shall be liable only for payment in accordance with the payment provisions of this contract, for the actual services rendered to the effective date of termination. 42. LABOR PRACTICES The Bidder shall comply with all Federal and State Laws, and City Ordinances where applicable, relating to fair labor practices and discrimination in the employment of persons. 43. INSURANCE Unless otherwise provided, Bidder shall cause City to be named as an additional insured on liability and/or products liability insurance concerning Bidder's performance, products, or equipment in amounts, scope and duration as may be required by the Purchasing Officer. Bidder shall provide evidence of Workers' Compensation Insurance covering all employees. " 12 " 9/02 44. LIABILITY AND INDEMNIFICATION Bidder agrees to defend, indemnify, protect and hold City, and its agents, officers and employees, harmless from and against any and all claims asserted, or liability established for damages or injuries to any person or property, including injury to Bidder‘s employees, agents or officers which arise from or are connected with, or are caused or claimed to be caused by the acts or omissions of Bidder, and its agents, officers or employees, in performing the work or services or supplying the materials or equipment herein, and all expenses of investigating and defending against same; provided, however, that Bidder’s duty to indemnify and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers or employees. This shall not prejudice the right of the City to appear in such suit, participate in the defense, and take such actions as may be necessary to protect the interests of the City. 45. EQUAL OPPORTUNITY POLICY The City of Carlsbad will not discriminate with regard to race, religious creed, color, national origin, ancestry, disability, marital status, veteran’s status, sex, or sexual orientation or age in the award of contracts. 46. ANNUAL APPROPRIATION OF FUNDS Multi-year term supply and service contracts and leases are subject to annual appropriation of funds by the City Council. Payments made under term contracts and leases are considered items of current expense. Purchase Orders are funded when issued, therefore are current expense items and are not subject to any subsequent appropriation of funds. In the event sufficient funds are not appropriated for the payment of lease payments, or anticipated term contract payments, required to be paid in the next occurring lease or contract term, and if no funds are legally available from other sources, the lease or contract may be terminated at the end of the original term or renewal term and the City shall not be obligated to make further payments beyond the then current original or renewal term. The City will provide notice of its inability to continue the lease or contract at such time as the Purchasing Officer is aware of the non-appropriation of funds. However, failure to notify does not renew the term of the lease or contract. If a lease is canceled, the events of default will occur as described in the lease and/or Item 40 of these General Provisions. The City has no monetary obligation in event of termination or reduction of a term contract, since such contracts represent estimated quantities and are not funded as a contract except to the extent of the Purchase Orders already issued. ” 13 ” 9/02 .2 / 47. TEN PERCENT (10%) RETENTION The City reserves the right to withhold a ten percent (10%) retention on all PurAase orders until the supplies, services or equipment have been accepted. 48. QUANTITIES Estimated quantities are given as a basis for comparison of bids. The City does not, expressly or by implications, agree that the actual quantities will be purchased. " 14 -- 9102