HomeMy WebLinkAboutIndustrial ScientificSERVICE AGREEMENT
CS
CITY OF FRESNO, CALIFORNIAlst September
THIS AGREEMENT is made and entered into effective the -*k day o4Ny4U 2016, by and
between the CITY OF FRESNO, a California municipal corporation (CITY), and Industrial Scientific, a
Pennsylvania corporation (SERVICE PROVIDER).
RECITALS
WHEREAS, CITY desires to obtain gas monitoring services for the leasing of gas monitoring
equipment and remote monitoring services (Project); and
WHEREAS, SERVICE PROVIDER is engaged in the business of furnishing such services as a
monitors and remote monitor service for measuing gas toxicity levels and hereby represents that it
desires to and is professionally and legally capable of performing the services called for by this
Agreement; and
WHEREAS, SERVICE PROVIDER acknowledges that this Agreement is subject to the
requirements of Fresno Municipal Code Section 4-107; and
WHEREAS, this Agreement will be administered for CITY by its Fire Chief (Administrator) or
designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and
premises hereinafter contained to be kept and performed by the respective parties, it is mutually
agreed as follows:
1. Scope of Services, SERVICE PROVIDER shall perform to the satisfaction of CITY the
services described in Exhibit A, including all work incidental to, or necessary to perform, such
services even though not specifically described in Exhibit A.
2. Term of Agreement and Time for Performance. This Agreement shall be effective from
CS the date first set forth above ("Effective Date") and shall continue in full force and effect through
August 31, 2022, subject to any earlier termination in accordance with this Agreement. The services of
SERVICE PROVIDER as described in Exhibit A are to commence upon the Effective Date and shall
be completed in a sequence assuring expeditious completion, but in any event, all such services shall
be completed prior to expiration of this Agreement and in accordance with any performance schedule
set forth in Exhibit A.
3. Compensation,
(a) SERVICE PROVIDER'S sole compensation for satisfactory performance of all
services required or rendered pursuant to this Agreement shall be a total fee not to exceed
$142,191.84, paid as set forth in the schedule of fees and expenses contained in Exhibit A. Such fee
includes all expenses incurred by SERVICE PROVIDER in performance of the services.
(b) Detailed statements shall be rendered monthly for services performed in the
preceding month and will be payable in the normal course of CITY business. CITY shall not be
obligated to reimburse any expense for which it has not received a detailed invoice with applicable
copies of representative and identifiable receipts or records substantiating such expense,
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SERVICE AGREEMENT
CITY OF FRESNO, CALIFORNIA
THIS AGREEMENT is made and entered into effective the2.Isf day ojt•kl& 2018, by and
between the CITY OF FRESNO, a California municipal corporation (CITY), and Industrial Scientific, a
Pennsylvania corporation (SERVICE PROVIDER).
RECITALS
WHEREAS, CITY desires to obtain gas monitoring services for the leasing of gas monitoring
equipment and remote monitoring services (Project); and
WHEREAS, SERVICE PROVIDER is engaged in the business of furnishing such services as a
monitors and remote monitor service for measuing gas toxicity levels and hereby represents that it
desires to and is professionally and legally capable of performing the services called for by this
Agreement; and
WHEREAS, SERVICE PROVIDER acknowledges that this Agreement is subject to the
requirements of Fresno Municipal Code Section 4-107; and
WHEREAS, this Agreement will be administered for CITY by its Fire Chief (Administrator) or
designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and
premises hereinafter contained to be kept and performed by the respective parties, it is mutually
agreed as follows:
1. Scope of Services. SERVICE PROVIDER shall perform to the satisfaction of CITY the
services described in Exhibit A, including all work incidental to, or necessary to perform, such
services even though not specifically described in Exhibit A.
2. Term of Agreement and Time for Performance. This Agreement shall be effective from
the date first set forth above ("Effective Date") and shall continue in full force and effect through
, subject to any earlier termination in accordance with this Agreement. The services of
SERVICE PROVIDER as described in Exhibit A are to commence upon the Effective Date and shall
be completed in a sequence assuring expeditious completion, but in any event, all such services shall
be completed prior to expiration of this Agreement and in accordance with any performance schedule
set forth in Exhibit A.
3. Compensation.
(a) SERVICE PROVIDER'S sole compensation for satisfactory performance of all
services required or rendered pursuant to this Agreement shall be a total fee not to exceed
$142,191.84, paid as set forth in the schedule of fees and expenses contained in Exhibit A. Such fee
includes all expenses incurred by SERVICE PROVIDER in performance of the services.
(b) Detailed statements shall be rendered monthly for services performed in the
preceding month and will be payable in the normal course of CITY business. CITY shall not be
obligated to reimburse any expense for which it has not received a detailed invoice with applicable
copies of representative and identifiable receipts or records substantiating such expense.
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(c) The parties may modify this Agreement to increase or decrease the scope of
services or provide for the rendition of services not required by this Agreement, which modification
shall include an adjustment to SERVICE PROVIDER'S compensation. Any change in the scope of
services must be made by written amendment to the Agreement signed by an authorized
representative for each party. SERVICE PROVIDER shall not be entitled to any additional
compensation if services are performed prior to a signed written amendment.
4. Termination, Remedies and Force Maieure.
(a) This Agreement shall terminate without any liability of CITY to SERVICE
PROVIDER upon the earlier of : (i) SERVICE PROVIDER'S filing for protection under the federal
bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party
against SERVICE PROVIDER; (ii) 7 calendar days prior written notice with or without cause by CITY
to SERVICE PROVIDER; (iii) CITY'S non -appropriation of funds sufficient to meet its obligations
hereunder during any CITY fiscal year of this Agreement, or insufficient funding for the Project; or
(iv) expiration of this Agreement.
(b) Immediately upon any termination or expiration of this Agreement, SERVICE
PROVIDER shall (i) immediately stop all work hereunder; (ii) immediately cause any and all of its
subcontractors to cease work; and (iii) return to CITY any and all unearned payments and all
properties and materials in the possession of SERVICE PROVIDER that are owned by CITY. Subject
to the terms of this Agreement, SERVICE PROVIDER shall be paid compensation for services
satisfactorily performed prior to the effective date of termination. SERVICE PROVIDER shall not be
paid for any work or services performed or costs incurred which reasonably could have been avoided.
(c) In the event of termination due to failure of SERVICE PROVIDER to
satisfactorily perform in accordance with the terms of this Agreement, CITY may withhold an amount
that would otherwise be payable as an offset to, but not in excess of, CITY'S damages caused by
such failure. In no event shall any payment by CITY pursuant to this Agreement constitute a waiver
by CITY of any breach of this Agreement which may then exist on the part of SERVICE PROVIDER,
nor shall such payment impair or prejudice any remedy available to CITY with respect to the breach.
(d) Upon any breach of this Agreement by SERVICE PROVIDER, CITY may
(i) exercise any right, remedy (in contract, law or equity), or privilege which may be available to it
under applicable laws of the State of California or any other applicable law; (ii) proceed by appropriate
court action to enforce the terms of the Agreement; and/or (Iii) recover all direct, indirect,
consequential, economic and incidental damages for the breach of the Agreement. If it is determined
that CITY improperly terminated this Agreement for default, such termination shall be deemed a
termination for convenience.
(e) SERVICE PROVIDER shall provide CITY with adequate written assurances of
future performance, upon Administrator's request, in the event SERVICE PROVIDER fails to comply
with any terms or conditions of this Agreement.
(f) SERVICE PROVIDER shall be liable for default unless nonperformance is
caused by an occurrence beyond the reasonable control of SERVICE PROVIDER and without its fault
or negligence such as, acts of God or the public enemy, acts of CITY in its contractual capacity, fires,
floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common
carriers. SERVICE PROVIDER shall notify Administrator in writing as soon as it is reasonably
possible after the commencement of any excusable delay, setting forth the full particulars in
connection therewith, and shall remedy such occurrence with all reasonable dispatch, and shall
promptly give written notice to Administrator of the cessation of such occurrence.
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5. Confidential Information and Ownership of Documents.
(a) Any reports, information, or other data prepared or assembled by SERVICE
PROVIDER pursuant to this Agreement shall not be made available to any individual or organization
by SERVICE PROVIDER without the prior written approval of the Administrator. During the term of
this Agreement, and thereafter, SERVICE PROVIDER shall not, without the prior written consent of
CITY, disclose to anyone any Confidential Information. The term Confidential Information for the
purposes of this Agreement shall include all proprietary and confidential information of CITY, including
but not limited to business plans, marketing plans, financial information, materials, compilations,
documents, instruments, models, source or object codes and other information disclosed or
submitted, orally, in writing, or by any other medium or media. All Confidential Information shall be
and remain confidential and proprietary in CITY.
(b) Any and all writings and documents prepared or provided by SERVICE
PROVIDER pursuant to this Agreement are the property of CITY at the time of preparation and shall
be turned over to CITY upon expiration or termination of the Agreement. SERVICE PROVIDER shall
not permit the reproduction or use thereof by any other person except as otherwise expressly
provided herein.
(c) If SERVICE PROVIDER should subcontract all or any portion of the services to
be performed under this Agreement, SERVICE PROVIDER shall cause each subcontractor to also
comply with the requirements of this Section 5.
(d) This Section 5 shall survive expiration or termination of this Agreement.
6. Level of Skill. It is further mutually understood and agreed by and between the parties
hereto that inasmuch as SERVICE PROVIDER represents to CITY that SERVICE PROVIDER and its
subcontractors, if any, are skilled in the profession and shall perform in accordance with the standards
of said industry necessary to perform the services agreed to be done by it under this Agreement,
CITY relies upon the skill of SERVICE PROVIDER and its subcontractors, if any, to do and perform
such services in a skillful manner and SERVICE PROVIDER agrees to thus perform the services and
require the same of any subcontractors. Therefore, any acceptance of such services by CITY shall
not operate as a release of SERVICE PROVIDER or any subcontractors from said industry and
professional standards.
7. Indemnification. To the furthest extent allowed by law including California Civil Code
section 2782, SERVICE PROVIDER shall indemnify, hold harmless and defend CITY and each of its
officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties,
forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to
personal injury, death at any time and property damage) incurred by CITY, SERVICE PROVIDER or
any other person, and from any and all claims, demands and actions in law or equity (including
attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of
performance of this Contract. SERVICE PROVIDER'S obligations under the preceding sentence shall
apply regardless of whether CITY or any of its officers, officials, employees, agents or volunteers are
passively negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or
damages caused by the active or sole negligence, or the willful misconduct, of CITY or any of its
officers, officials, employees, agents or volunteers.
If SERVICE PROVIDER should subcontract all or any portion of the work to be
performed under this Contract, SERVICE PROVIDER shall require each subcontractor to indemnify,
hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers in
accordance with the terms of the preceding paragraph.
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This section shall survive termination or expiration of this Contract.
8. Insurance.
(a) Throughout the life of this Agreement, SERVICE PROVIDER shall pay for and
maintain in full force and effect all insurance as required in Exhibit B, which is incorporated into and
part of this Agreement, with an insurance company(ies) either (i) admitted by the California Insurance
Commissioner to do business in the State of California and rated no less than "A-VII" in the Best's
Insurance Rating Guide, or (ii) as may be authorized in writing by CITY'S Risk Manager or his/her
designee at any time and in his/her sole discretion. The required policies of insurance as stated in
Exhibit B shall maintain limits of liability of not less than those amounts stated therein. However, the
insurance limits available to CITY, its officers, officials, employees, agents and volunteers as
additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any
insurance proceeds to the named insured.
(b) If at any time during the life of the Agreement or any extension, SERVICE
PROVIDER or any of its subcontractors fail to maintain any required insurance in full force and effect,
all services and work under this Agreement shall be discontinued immediately, and all payments due
or that become due to SERVICE PROVIDER shall be withheld until notice is received by CITY that
the required insurance has been restored to full force and effect and that the premiums therefore have
been paid for a period satisfactory to CITY, Any failure to maintain the required insurance shall be
sufficient cause for CITY to terminate this Agreement. No action taken by CITY pursuant to this
section shall in any way relieve SERVICE PROVIDER of its responsibilities under this Agreement.
The phrase "fail to maintain any required insurance" shall include, without limitation, notification
received by CITY that an insurer has commenced proceedings, or has had proceedings commenced
against it, indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by SERVICE PROVIDER shall not be
deemed to release or diminish the liability of SERVICE PROVIDER, including, without limitation,
liability under the indemnity provisions of this Agreement. The duty to indemnify CITY shall apply to all
claims and liability regardless of whether any insurance policies are applicable. The policy limits do
not act as a limitation upon the amount of indemnification to be provided by SERVICE PROVIDER.
Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor
limit the liability of SERVICE PROVIDER, its principals, officers, agents, employees, or persons under
the supervision of SERVICE PROVIDER, vendors, suppliers, invitees, consultants, sub -consultants,
subcontractors, or anyone employed directly or indirectly by any of them.
(d) Upon request of CITY, SERVICE PROVIDER shall immediately furnish CITY
with a complete copy of any insurance policy required under this Agreement, including all
endorsements, with said copy certified by the underwriter to be a true and correct copy of the original
policy. This requirement shall survive expiration or termination of this Agreement.
(e) If SERVICE PROVIDER should subcontract all or any portion of the services to
be performed under this Agreement, SERVICE PROVIDER shall require each subcontractor/sub-
consultant to provide insurance protection, as an additional insured, to the CITY and each of its
officers, officials, employees, agents and volunteers in accordance with the terms of this section,
except that any required certificates and applicable endorsements shall be on file with SERVICE
PROVIDER and CITY prior to the commencement of any services by the subcontractor. SERVICE
PROVIDER and any subcontractor/sub-consultant shall establish additional insured status for CITY,
its officers, officials, employees, agents and volunteers by using Insurance Service Office (ISO) Form
CG 20 10 11 85 or both CG 20 10 10 01 and CG 20 37 10 01 or by an executed manuscript company
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endorsement providing additional insured status as broad as that contained in ISO Form CG
20 10 11 85.
9. Conflict of Interest and Non -Solicitation.
(a) Prior to CITY'S execution of this Agreement, SERVICE PROVIDER shall
complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C.
During the term of this Agreement, SERVICE PROVIDER shall have the obligation and duty to
immediately notify CITY in writing of any change to the information provided by SERVICE PROVIDER
in such statement.
(b) SERVICE PROVIDER shall comply, and require its subcontractors to comply,
with all applicable (i) professional canons and requirements governing avoidance of impermissible
client conflicts; and (ii) federal, state, and local conflict of interest laws and regulations including,
without limitation, California Government Code Section 1090 et. seq., the California Political Reform
Act (California Government Code Section 87100 et. seq.) and the regulations of the Fair Political
Practices Commission concerning disclosure and disqualification (2 California Code of Regulations
Section 18700 et. seq.). At any time, upon written request of CITY, SERVICE PROVIDER shall
provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent
inquiry, SERVICE PROVIDER and the respective subcontractor(s) are in full compliance with all laws
and regulations. SERVICE PROVIDER shall take, and require its subcontractors to take, reasonable
steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the
appearance of a conflict of interest, SERVICE PROVIDER shall immediately notify CITY of these facts
in writing.
(c) In performing the work or services to be provided hereunder, SERVICE
PROVIDER shall not employ or retain the services of any person while such person either is
employed by CITY or is a member of any CITY council, commission, board, committee, or similar
CITY body. This requirement may be waived in writing by the City Manager, if no actual or potential
conflict is involved.
(d) SERVICE PROVIDER represents and warrants that it has not paid or agreed to
pay any compensation, contingent or otherwise, direct or indirect, to solicit or procure this Agreement
or any rights/benefits hereunder.
(e) SERVICE PROVIDER and any of its subcontractors shall have no interest,
direct or indirect, in any other contract with a third party in connection with this Project unless such
interest is in accordance with all applicable law and fully disclosed to and approved by the City
Manager, in advance and in writing. Notwithstanding any approval given by the City Manager under
this provision, SERVICE PROVIDER shall remain responsible for complying with Section 9(a), above.
(f) If SERVICE PROVIDER should subcontract all or any portion of the work to be
performed or services to be provided under this Agreement, SERVICE PROVIDER shall include the
provisions of this Section 9 in each subcontract and require its subcontractors to comply therewith.
(g) This Section 9 shall survive expiration or termination of this Agreement.
10. Re yclinfa Prog r3 m. In the event SERVICE PROVIDER maintains an office or
operates a facility(ies), or is required herein to maintain or operate same, within the incorporated limits
of the City of Fresno, SERVICE PROVIDER at its sole cost and expense shall;
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(i) Immediately establish and maintain a viable and ongoing recycling program, approved
by CITY'S Solid Waste Management Division, for each office and facility. Literature
describing CITY recycling programs is available from CITY'S Solid Waste Management
Division and by calling City of Fresno Recycling Hotline at (559) 621-1111.
(ii) Immediately contact CITY's Solid Waste Management Division at (559) 621-1452 and
schedule a free waste audit, and cooperate with such Division in their conduct of the
audit for each office and facility.
(iii) Cooperate with and demonstrate to the satisfaction of CITY'S Solid Waste
Management Division the establishment of the recycling program in paragraph
(i) above and the ongoing maintenance thereof.
11. General Terms.
(a) Except as otherwise provided by law, all notices expressly required of CITY
within the body of this Agreement, and not otherwise specifically provided for, shall be effective only if
signed by the Administrator or his/her designee.
(b) Records of SERVICE PROVIDER'S expenses pertaining to the Project shall be
kept on a generally recognized accounting basis and shall be available to CITY or its authorized
representatives upon request during regular business hours throughout the life of this Agreement and
for a period of three years after final payment or, if longer, for any period required by law. In addition,
all books, documents, papers, and records of SERVICE PROVIDER pertaining to the Project shall be
available for the purpose of making audits, examinations, excerpts, and transcriptions for the same
period of time. If any litigation, claim, negotiations, audit or other action is commenced before the
expiration of said time period, all records shall be retained and made available to CITY until such
action is resolved, or until the end of said time period whichever shall later occur. If SERVICE
PROVIDER should subcontract all or any portion of the services to be performed under this
Agreement, SERVICE PROVIDER shall cause each subcontractor to also comply with the
requirements of this paragraph. This Section 11(b) shall survive expiration or termination of this
Agreement.
(c) Prior to execution of this Agreement by CITY, SERVICE PROVIDER shall have
provided evidence to CITY that SERVICE PROVIDER is licensed to perform the services called for by
this Agreement (or that no license is required). If SERVICE PROVIDER should subcontract all or any
portion of the work or services to be performed under this Agreement, SERVICE PROVIDER shall
require each subcontractor to provide evidence to CITY that subcontractor is licensed to perform the
services called for by this Agreement (or that no license is required) before beginning work.
12. Nondiscrimination. To the extent required by controlling federal, state and local law,
SERVICE PROVIDER shall not employ discriminatory practices in the provision of services,
employment of personnel, or in any other respect on the basis of race, religious creed, color, national
origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era, Subject to
the foregoing and during the performance of this Agreement, SERVICE PROVIDER agrees as
follows:
(a) SERVICE PROVIDER will comply with all applicable laws and regulations
providing that no person shall, on the grounds of race, religious creed, color, national origin, ancestry,
physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation,
ethnicity, status as a disabled veteran or veteran of the Vietnam era be excluded from participation in,
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be denied the benefits of, or be subject to discrimination under any program or activity made possible
by or resulting from this Agreement.
(b) SERVICE PROVIDER will not discriminate against any employee or applicant
for employment because of race, religious creed, color, national origin, ancestry, physical disability,
mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a
disabled veteran or veteran of the Vietnam era. SERVICE PROVIDER shall ensure that applicants
are employed, and the employees are treated during employment, without regard to their race,
religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition,
marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era. Such requirement shall apply to SERVICE PROVIDER'S employment practices
including, but not be limited to, the following: employment, upgrading, demotion or transfer,
recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. SERVICE PROVIDER agrees to
post in conspicuous places, available to employees and applicants for employment, notices setting
forth the provision of this nondiscrimination clause.
(c) SERVICE PROVIDER will, in all solicitations or advertisements for employees
placed by or on behalf of SERVICE PROVIDER in pursuit hereof, state that all qualified applicants will
receive consideration for employment without regard to race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual
orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era.
(d) SERVICE PROVIDER will send to each labor union or representative of
workers with which it has a collective bargaining agreement or other contract or understanding, a
notice advising such labor union or workers' representatives of SERVICE PROVIDER'S commitment
under this section and shall post copies of the notice in conspicuous places available to employees
and applicants for employment.
(e) if SERVICE PROVIDER should subcontract all or any portion of the services to be
performed under this Agreement, SERVICE PROVIDER shall cause each subcontractor to also
comply with the requirements of this Section 12,
13. Independent Contractor.
(a) In the furnishing of the services provided for herein, SERVICE PROVIDER is
acting solely as an independent contractor. Neither SERVICE PROVIDER, nor any of its officers,
agents or employees shall be deemed an officer, agent, employee, joint venturer, partner or associate
of CITY for any purpose. CITY shall have no right to control or supervise or direct the manner or
method by which SERVICE PROVIDER shall perform its work and functions. However, CITY shall
retain the right to administer this Agreement so as to verify that SERVICE PROVIDER is performing
its obligations in accordance with the terms and conditions thereof.
(b) This Agreement does not evidence a partnership or joint venture between
SERVICE PROVIDER and CITY. SERVICE PROVIDER shall have no authority to bind CITY absent
CITY'S express written consent. Except to the extent otherwise provided in this Agreement,
SERVICE PROVIDER shall bear its own costs and expenses in pursuit thereof.
(c) Because of its status as an independent contractor, SERVICE PROVIDER and
its officers, agents and employees shall have absolutely no right to employment rights and benefits
available to CITY employees. SERVICE PROVIDER shall be solely liable and responsible for all
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payroll and tax withholding and for providing to, or on behalf of, its employees all employee benefits
including, without limitation, health, welfare and retirement benefits. In addition, together with its other
obligations under this Agreement, SERVICE PROVIDER shall be solely responsible, indemnify,
defend and save CITY harmless from all matters relating to employment and tax withholding for and
payment of SERVICE PROVIDER'S employees, including, without limitation, (i) compliance with
Social Security and unemployment insurance withholding, payment of workers compensation benefits,
and all other laws and regulations governing matters of employee withholding, taxes and payment;
and (ii) any claim of right or interest in CITY employment benefits, entitlements, programs and/or
funds offered employees of CITY whether arising by reason of any common law, de facto, leased, or
co- employee rights or other theory. It is acknowledged that during the term of this Agreement,
SERVICE PROVIDER may be providing services to others unrelated to CITY or to this Agreement,
14. Notices, Any notice required or intended to be given to either party under the terms of
this Agreement shall be in writing and shall be deemed to be duly given if delivered personally,
transmitted by facsimile followed by telephone confirmation of receipt, or sent by United States
registered or certified mail, with postage prepaid, return receipt requested, addressed to the party to
which notice is to be given at the party's address set forth on the signature page of this Agreement or
at such other address as the parties may from time to time designate by written notice. Notices
served by United States mail in the manner above described shall be deemed sufficiently served or
given at the time of the mailing thereof.
15. Binding. Subject to Section 16, below, once this Agreement is signed by all parties, it
shall be binding upon, and shall inure to the benefit of, all parties, and each parties' respective heirs,
successors, assigns, transferees, agents, servants, employees and representatives.
16. Assignment,
(a) This Agreement is personal to SERVICE PROVIDER and there shall be no
assignment by SERVICE PROVIDER of its rights or obligations under this Agreement without the
prior written approval of the City Manager or his/her designee. Any attempted assignment by
SERVICE PROVIDER, its successors or assigns, shall be null and void unless approved in writing by
the City Manager or his/her designee.
(b) SERVICE PROVIDER hereby agrees not to assign the payment of any monies
due SERVICE PROVIDER from CITY under the terms of this Agreement to any other individual(s),
corporation(s) or entity(ies). CITY retains the right to pay any and all monies due SERVICE
PROVIDER directly to SERVICE PROVIDER.
17. Compliance With Law. In providing the services required under this Agreement,
SERVICE PROVIDER shall at all times comply with all applicable laws of the United States, the State
of California and CITY, and with all applicable regulations promulgated by federal, state, regional, or
local administrative and regulatory agencies, now in force and as they may be enacted, issued, or
amended during the term of this Agreement.
18. Waiver. The waiver by either party of a breach by the other of any provision of this
Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the
same or a different provision of this Agreement. No provisions of this Agreement may be waived
unless in writing and signed by all parties to this Agreement. Waiver of any one provision herein shall
not be deemed to be a waiver of any other provision herein.
19. Governinci Law and Venue. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of California, excluding, however, any conflict of
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laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any
action regarding the enforcement or interpretation of this Agreement and any rights and duties
hereunder shall be Fresno County, California.
20, Headings. The section headings in this Agreement are for convenience and reference
only and shall not be construed or held in any way to explain, modify or add to the interpretation or
meaning of the provisions of this Agreement.
21. Severability. The provisions of this Agreement are severable. The invalidity, or
unenforceability of any one provision in this Agreement shall not affect the other provisions.
22. Interpretation. The parties acknowledge that this Agreement in its final form is the
result of the combined efforts of the parties and that, should any provision of this Agreement be found
to be ambiguous in any way, such ambiguity shall not be resolved by construing this Agreement in
favor of or against either party, but rather by construing the terms in accordance with their generally
accepted meaning.
23. Attorney's Fees. If either party is required to commence any proceeding or legal action
to enforce or interpret any term, covenant or condition of this Agreement, the prevailing party in such
proceeding or action shall be entitled to recover from the other party its reasonable attorney's fees
and legal expenses.
24. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the
reference, incorporated into and made a part of this Agreement.
25. Precedence of Documents. In the event of any conflict between the body of this
Agreement and any Exhibit or Attachment hereto, the terms and conditions of the body of this
Agreement shall control and take precedence over the terms and conditions expressed within the
Exhibit or Attachment. Furthermore, any terms or conditions contained within any Exhibit or
Attachment hereto which purport to modify the allocation of risk between the parties, provided for
within the body of this Agreement, shall be null and void.
26. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive
but shall, wherever possible, be cumulative with all other remedies at law or in equity.
27. No Third Partv Beneficiaries. The rights, interests, duties and obligations defined
within this Agreement are intended for the specific parties hereto as identified in the preamble of this
Agreement. Notwithstanding anything stated to the contrary in this Agreement, it is not intended that
any rights or interests in this Agreement benefit or flow to the interest of any third parties.
2& Extent of Agreement. Each party acknowledges that they have read and fully
understand the contents of this Agreement. This Agreement represents the entire and integrated
agreement between the parties with respect to the subject matter hereof and supersedes all prior
negotiations, representations or agreements, either written or oral. This Agreement may be modified
only by written instrument duly authorized and executed by both CITY and SERVICE PROVIDER.
[Signatures follow on the next page.]
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, the
day and year first above written.
CITY OF FRESNO,
a California munici al c oration
By*
e i Donis, Fire Chief
Fire Department
APPROVED AS TO FORM:
DOUGLAS T. SLOAN
City Aft y
By: 6*1
br9fi-don M. Collet Date
Senior Deputy City Attorney
ATTEST:
YVONNE SPENCE, CRM MMC
City Clerk
By:
Date
Deputy
Addresses:
CITY:
City of Fresno
Attention: Kerri Donis, Fire Chief
911 H Street
Fresno, CA 93721
Phone: (559) 621-4004
FAX: (559) 498-1070
Industrial Scientific,
a
0
Nat
Title
(If corporation or LLC., Board
Chair, Pres, or Mce Pre
By:
Name:
Title:
(If corporation or LLC,, CFO, Treasurer,
Secretary or Assistant Secretary)
SERVICE PROVIDER:
Industrial Scientific Corporation
Attention: Garth Miller, VP Operations
1 Life Way, Pittsburgh, PA 15205
Phone: 412-788-0400 x. 1876
FAX: 412-788-0401
Attachments:
1. Exhibit A - Scope of Services
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure Form
Generic Service Provider Total Fee (08-31-15)
SIB
See attached
EXHIBIT A
SCOPE OF SERVICES
Service Agreement between City of Fresno
and Industrial Scientific Corporation Met
Gas Monitoring Service
Page 1 of 1
Pagel of 4
EXHIBIT B
INSURANCE REQUIREMENTS
Service Provider between City of Fresno (CITY)
and [Service Provider Name] (SERVICE PROVIDER)
Gas Monitoring Service
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
The most current version of Insurance Services Office (ISO) Commercial General
Liability Coverage Form CG 00 01, providing liability coverage arising out of your
business operations. The Commercial General Liability policy shall be written on
an occurrence form and shall provide coverage for "bodily injury," "property
damage" and "personal and advertising injury" with coverage for premises and
operations (including the use of owned and non -owned equipment), products and
completed operations, and contractual liability (including, without limitation,
indemnity obligations under the Agreement) with limits of liability not less than
those set forth under "Minimum Limits of Insurance."
2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01,
providing liability coverage arising out of the ownership, maintenance or use of
automobiles in the course of your business operations. The Automobile Policy
shall be written on an occurrence form and shall provide coverage for all owned,
hired, and non -owned automobiles or other licensed vehicles (Code 1- Any
Auto). If personal automobile coverage is used, the CITY, its officers, officials,
employees, agents, and volunteers are to be listed as additional insureds.
3. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
4. Professional Liability (Errors and Omissions) insurance appropriate to SERVICE
PROVIDER'S profession.
5. Technology Liability (Errors and Omissions) insurance appropriate to SERVICE
PROVIDER'S profession. Coverage shall be sufficiently broad to respond to
duties and obligations as is undertaken by Service Provider in this agreement
and shall include but not be limited to, claims involving infringement of intellectual
property, including but not limited to infringement of copyright, trademark, trade
dress, invasion of privacy violations, information theft, damage to or destruction
of electronic information, release of private information, alteration of electronic
information, extortion and network security. The policy shall provide coverage for
breach response costs as well as regulatory fines penalties and credit monitoring
expenses with limits sufficient to respond to these obligations.
MINIMUM LIMITS OF INSURANCE
SERVICE PROVIDER, or any party the SERVICE PROVIDER subcontracts with, shall maintain
limits of liability of not less than those set forth below. However, insurance limits available to
CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the
greater of the minimum limits specified herein or the full limit of any insurance proceeds available
to the named insured:
Page 1 of 4
Page 2 of 4
1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
(iv) $2,000,000 general aggregate applying separately to the work performed
under the Agreement.
2, COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS' COMPENSATION INSURANCE as required by the State of
California with statutory limits.
4. EMPLOYER'S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
PROFESSIONAL LIABILITY (Errors and Omissions):
(i) $2,000,000 per claim/occurrence; and,
(ii) . $4,000,000 policy aggregate.
6. TECHNOLOGY PROFESSIONAL LIABILITY insurance with limits of not less
than:
(i) $2,000,000 per claim/occurrence; and,
(ii) $4,000,000 policy aggregate
UMBRELLA OR EXCESS INSURANCE
In the event SERVICE PROVIDER purchases an Umbrella or Excess insurance policy(ies) to
meet the "Minimum Limits of Insurance," this insurance policy(ies) shall "follow form" and afford
no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess
insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of
the CITY, its officers, officials, employees, agents and volunteers.
DEDUCTIBLES AND SELF -INSURED RETENTIONS
SERVICE PROVIDER shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and SERVICE PROVIDER shall also be responsible for
payment of any self -insured retentions. Any deductibles or self -insured retentions must be
declared to on the Certificate of Insurance, and approved by, the CITY'S Risk Manager or
his/her designee. At the option of the CITY'S Risk Manager or his/her designee, either:
(i) The insurer shall reduce or eliminate such deductibles or self -insured
retentions as respects CITY, its officers, officials, employees, agents and
volunteers; or
(ii) SERVICE PROVIDER shall provide a financial guarantee, satisfactory to
CITY'S Risk Manager or his/her designee, guaranteeing payment of
losses and related investigations, claim administration and defense
expenses. At no time shall CITY be responsible for the payment of any
deductibles or self -insured retentions.
Page 2of4
10/16
Page 3 of 4
OTHER INSURANCE PROVISION SIENDORSEMENT$
The General LiabifitZ and Automobile Liability insurance noficics are to contain, or be endorsed
to contain, the following provisions:
1. CITY, its officers, officials, employees, agents, and volunteers are to be covered
as additional insureds. SERVICE PROVIDER shall establish additional insured
status for the City and for all ongoing and completed operations by use of ISO
Form CG 20 10 11 85 or both CG 20 10 10 01 and CG 20 37 10 01 or by an
executed manuscript insurance company endorsement providing additional
insured status as broad as that contained in ISO Form CG 20 10 11 85.
2. The coverage shall contain no special limitations on the scope of protection
afforded to CITY, its officers, officials, employees, agents, and volunteers. Any
available insurance proceeds in excess of the specified minimum limits and
coverage shall be available to the Additional Insured.
3. For any claims relating to this Agreement, SERVICE PROVIDER'S insurance
coverage shall be primary insurance with respect to the CITY, its officers,
officials, employees, agents, and volunteers. Any insurance or self-insurance
maintained by the CITY, its officers, officials, employees, agents, and volunteers
shall be excess of SERVICE PROVIDER'S insurance and shall not contribute
with it. SERVICE PROVIDER shall establish primary and non-contributory status
by using ISO Form CG 20 01 04 13 or by an executed manuscript insurance
company endorsement that provides primary and non-contributory status as
broad as that contained in ISO Form CG 20 01 04 13.
The Worlwre Com ensafion insurance policy is to contain, or be endorsed to contain, the
following provision: SERVICE PROVIDER and its insurer shall waive any right of subrogation
against CITY, its officers, officials, employees, agents, and volunteers.
If the Technology and Professional Liability insurancr, folic (ios._are written on a claims -made
form:
1. The retroactive date must be shown, and must be before the effective date of the
Agreement or the commencement of work by SERVICE PROVIDER,
2. Insurance must be maintained and evidence of insurance must be provided for at
least five (5) years after completion of the Agreement work or termination of the
Agreement, whichever occurs first, or, in the alternative, the policy shall be
endorsed to provide not less than a five (5) year discovery period.
3. If coverage is canceled or non -renewed, and not replaced with another claims -
made policy form with a retroactive date prior to the effective date of the
Agreement or the commencement of work by SERVICE PROVIDER, SERVICE
PROVIDER must purchase "extended reporting" coverage for a minimum of five
(5) years completion of the Agreement work or termination of the Agreement,
whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to CITY for
review.
5. These requirements shall survive expiration or termination of the Agreement.
All policies of insurance required herein shall be endorsed to provide that the coverage shall not
be cancelled, non -renewed, reduced in coverage or in limits except after thirty (30) calendar
Page 3 of 4
10/16
Page 4 of 4
days written notice by certified mail, return receipt requested, has been given to CITY.
SERVICE PROVIDER is also responsible for providing written notice to the CITY under the
same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of
cancellation, non -renewal, or reduction in coverage or in limits, SERVICE PROVIDER shall
furnish CITY with a new certificate and applicable endorsements for such policy(ies). In the
event any policy is due to expire during the work to be performed for CITY, SERVICE
PROVIDER shall provide a new certificate, and applicable endorsements, evidencing renewal of
such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring
policy.
Should any of these policies provide that the defense costs are paid within the Limits of Liability,
thereby reducing the available limits by defense costs, then the requirement for the Limits of
Liability of these polices will be twice the above stated limits.
The fact that insurance is obtained by SERVICE PROVIDER shall not be deemed to release or
diminish the liability of SERVICE PROVIDER, including, without limitation, liability under the
indemnity provisions of this Agreement. The policy limits do not act as a limitation upon the
amount of indemnification to be provided by SERVICE PROVIDER. Approval or purchase of
any insurance contracts or policies shall in no way relieve from liability nor limit the liability of
SERVICE PROVIDER, its principals, officers, agents, employees, persons under the
supervision of SERVICE PROVIDER, vendors, suppliers, invitees, consultants, sub -contractors,
or anyone employed directly or indirectly by any of them.
SUBCONTRACTORS - If SERVICE PROVIDER subcontracts any or all of the services to be
performed under this Agreement, SERVICE PROVIDER shall require, at the discretion of the
CITY Risk Manager or designee, subcontractor(s) to enter into a separate Side Agreement with
the City to provide required indemnification and insurance protection. Any required Side
Agreement(s) and associated insurance documents for the subcontractor must be reviewed and
preapproved by CITY Risk Manager or designee. If no Side Agreement is required, SERVICE
PROVIDER will be solely responsible for ensuring that its subcontractor maintain insurance
coverage at levels no less than those required by applicable law and is customary in the
relevant industry.
VERIFICATION OF COVERAGE
SERVICE PROVIDER shall furnish CITY with all certificate(s) and applicable endorsements
effecting coverage required hereunder. All certificates and applicable endorsements are to be
received and approved by the CITY'S Risk Manager or his/her designee prior to CITY'S
execution of the Agreement and before work commences. All non -ISO endorsements
amending policy coverage shall be executed by a licensed and authorized agent or broker.
Upon request of CITY, SERVICE PROVIDER shall immediately furnish City with a complete
copy of any insurance policy required under this Agreement, including all endorsements, with
said copy certified by the underwriter to be a true and correct copy of the original policy. This
requirement shall survive expiration or termination of this Agreement.
Page 4 of 4
Mrr6
EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
Gays Monitoring Service
YES*
❑
NO
❑
1
Are you currently in litigation with the City of Fresno or any of its
agents?
2
Do you represent any firm, organization or person who is in
❑
❑
litigation with the City of Fresno?
3
Do you currently represent or perform work for any clients who do
❑
❑
business with the City of Fresno?
4
Are you or any of your principals, managers or professionals,
owners or investors in a business which does business with the
❑
❑
City of Fresno, or in a business which is in litigation with the City of
Fresno?
Are you or any of your principals, managers or professionals,
5
related by blood or marriage to any City of Fresno employee who
❑
has any significant role in the subject matter of this service?
6 Do you or any of your subcontractors have, or expect to have, any
interest, direct or indirect, in any other contract in connection with n ❑
this Project?
* If the answer to any question is yes, please explain in full below.
Explanation:
Signature
Date
(name)
(company)
(address)
❑ Additional page(s) attached.
(city state zip)
Industrial Scientific Corporation iNctTnt Proposal for Fresno Fire Department
20t71220-1295209
Proposal for Fresno Fire Department
911 H St
Fresno, CA 93721-3083
US
Submitted by: David Molinatti
Last Updated: December 27, 2017
w U
0119A818001 �SO9001 ISO14001
Cenlllod ordliod Ceplllla<I
Fresno Fire Department Confidential and Proprietary Page 1 of 16
.ma
Industrial Scientific Corporation iNet"I Proposal for Fresno Fire Department
20171220-1295209
David Molinatti
1 Life Way
Pittsburgh, PA 15205-7500
December 27, 2017
Devin McGuire
Haz Mat Team Coordinator/Captain Sta#1C
Fresno Fire Department
911 H St
Fresno, CA 93721-3083
US
Dear Devin McGuire:
INDUS TRIA L
SCIENTIFIC
On behalf of Industrial Scientific Corporation, I am pleased to offer Fresno Fire Department the following iNet"m
Proposal to help your team achieve its safety objectives. In partnering with Industrial Scientific through iNet, Fresno
Fire Department Avill employ a solution that meets the highest industry standards for monitoring gas hazards,
maintaining gas detection equipment, and managing the gas conditions in your workplace. Some of the measurable
benefits of iNet include:
■ Continuous monitoring of your instrument fleet via the Internet
• Customer user interface provides direct access into your gas monitoring program
■ Web -enabled reports that identify gas hazard risks to employee safety and productivity, allowing you to
anticipate and address problems before they occur
■ Automatic notification of instrument malfunctions
■ Automatic, remote management of instrument calibrations and bump tests
■ Automatic, remote management of repairs and replacement parts
• Instrument standardization
■ Remote instrument upgrades
• Low total cost of ownership of your gas detection program
■ Predictable year -over -year expenses for your gas detection program
• Asset tracking by serial number
• Secure off -site storage of your gas hazard and instrumentation data
• Live technical support from customer -oriented, knowledgeable professionals
■ Installation and setup of all Docking StationsTM and instruments
■ On -site or remote training options
Preserving human life is our life's work. With over 109,000 instruments and 5,300 customer sites on iNet, Industrial
Scientific is keeping hundreds of thousands of people safe every day while removing the most cost -intensive and time-
consuming tasks in gas detection. We are the industry leader. We look forward to bringing Net to Fresno Fire
Department.
Sincerely,
David Molinatti
District Represenative
Enclosure
Fresno Fire Department
Confidential and Proprietary
"(n-j'' a.
Page 2 of 16
Industrial Scientific (,oq)ora6on iNet"f" Proposal for Fresno Fire Departnent
- 20171220-1295209
Table of Contents
Solution.................................................................................................................................................................................................4
EquipmentList...... ......... ..................................... - ................. ................................................ .............................................................. 6
DSXiDocking Station...........................................................................................................................................................................10
Architecture.............................................................................................................................................................................................11
On -Site Startup ..... ............................. .... ...................... »..,....... ..................................... .................... ........ 12
IndustrialScientific Overviexv..............................................................................................................................................................13
Industrial Scientific Team Members...................................................................................................................................................14
BusinessCase..........................................................................................................................................................................................15
RequiredDocumentation......................................................................................................................................................................16
StatcMmAt of Con 6tlentialita
The material contained in this document and all attachments are proprietary to Industrial Scientific
Corporation.
'Phis material may not be disclosed, duplicated, or reproduced, in whole or in part, without Industrial
Scientific's written consent.
Fresno Fire Department Confidential amend Proprietary Page 3 of 16 U W
Industrial Scientific Corporation iNetTM Proposal for Fresno Fire Department
20M 220-1295209
Solution
Industrial Scientifics' iNet Instrument NetworkTM is a total-cost-of-o%vnership program that eliminates the most cost -
intensive and time-consuming tasks involved with managing a gas monitor fleet,
iNet service is grounded in the unique combination of three industry best practices to deliver extraordinary simplicity
and value. First, iNet automates many tasks associated with operating a gas monitor fleet including in trument
calibration, funetickh testirig, diagnostics, documentation and repair or replacement of an instrument if a problem occurs.
Second, iNet allows users to focus on their core competency by freeing them from the hassles of administering a gas
detection progtxm. Third, standardizing equipment and processes improves safety and lowers costs by minimizing
variations in practices and documentation.
These best practices all acid end-usex value by eliminating downtime, streamlining instrument fleets and lowering costs.
Industrial Scientific also provides peace of mind for iNet users by allowing them to shift the responsibility of managing
and servicing gas detection programs to the industry experts.
Industrial. Scientific combines the patesiwd two-way communication technology of its Dorking Station with the
capabilities of the Internet to offer a solution that is designed to suit Fresno Fire Department's needs. This includes the
following;
Continuous Monitoring
Industrial Scientific continuously monitors your instrument fleet via the internet and automatically initiates any
service requirement. No action is required by you to initiate service.
• Program and Instrument Status Reports Sent at User -Defined Frequency
Services
• Automatic notification if an instrument malfunctions
• Asset tracking by serial number
• Secure off -site storage of your data
• Automated calibration gas replenishment
• All repair parts and shipping and handling
• Consolidated monthly billing
■ Continuous upgrade of the instrument fleet as new updates and software revisions are released.
iNet ExchangeTM Program
Under the iNet ExchangeTM program, all equipment is provided for a period of 48 Months. If malfunction is
detected at Fresno Fire Department a ready -to -use replacement instrument is automatically scheduled for
priority shipping. Fresno Fire Department will then return the instrument in need of repair back to Industrial
Scientific in a pre -paid shipping package. This solution enables Fresno Fire Department to focus employees
back on its core business; Industrial Scientific takes responsibility for the gas monitoring fleet maintenance.
Fresno Fire Department Confidential and Proprietary Page 4 of I.G
Q iy Eli
unwvi u9rnea�wi
Industrial Scientific Corporation iNePl Proposal for Fresno Tire Department
20171220-1295209
Neff'" Control
iNefrM Control is a web -based application that is used to administer and manage your gas detection fleet. In
addition to managing routine tasks such as instrument fleet settings and calibration and bump schedules, iNet
control provides insight into the safety of your gas detection program. iNetTm Control compiles data received
from Docking Station and instrument transactions to ultimately help you safely manage your business.
Reviewing the iNetTM Control on a regrdar basis allows you to quickly identify unsafe practices and address
them. 'I'lue Customer User Interface will show this and much more ensuring your gas detection fleet and users
are utilizing the best possible practices. Compare your score against the industry averages. See where and how
to create a safer work environment.
Installation
• Installation and setup of DSXi and instruments (remote or on -site)
* System testing
• Training
• Travel expenses (if applicable)
On-line Training Courses
• On-line training is available for all portable monitors and iNet at ►vww.nttlsci.com. Industrial Scientifics' On-
line Training Courses and video tutorials allow instrument operators to learn in a self -paced, professional
environment, On-line Courses combine flash presentations with voice -ovens as wellas embedded video clips.
Net Customer Support
• Net Customer Support is available at no additional charge for all DSXi subscribers at either
inetadminUindmi.com or 1-877-FOR INET (367 4638). A "LIVE" iNet Customer Support Specialist is
available Monday — Thursday 7am — 8pm (EST) and Friday 7am — 6pm (EST) to assist with questions ranging
from systems support to instrument operation.
Fresno Fire Department Confidential and Proprietary Page 5 of 16
so U
ofta �n n eo i u
Industrial Scientific Corporation iNctTM Proposal for Fresno Fire Depamncnt
20171220-1295209
Equipment List
TQW�>uilns
iNcl
E=
!ft
artuiut
xat�m
11 �}�gC[jn Q3L
15
VP5-KJB32111111
11
Ventis Pro Series, l.EL (Pentane), CO/II2S, IICN, 02, Li -ion 13xt Range, Desktop Charger,
With Tntegna Pump, Orange, UL/C:SA, LENSTM VPirelesa, P.nglish
VP5-K1B311011'l1
L8109327-161
Ventis Pro Series, JXL (Pentane), CO, IICN, 02, Li -ion, Desktop Charger, Orange,
UL/CSA, LENSTM Wireless, Uroglish
DSM Cloud -Connected Docking Station for Ventis, 6 Inlet Ports, 5 iGas Readers, No77h hAmerica Power Cord
14
1 18105841 iGas Regulator w/Pressure Switch for 58,103, 116L C lindrrs
14 17124348 Wall/ Desk Ivlount Cylinder Holder for use with, 341, 58L, 1031, 1161., and 552L c li'±Cra
Smell lbxatiaxf Gas —Initial supply of Calibration Gas Only Replacement ey/iuders mist bepwrhased by customer unless eurolliq in
McAutoRepleuisb PlusTM Program which includes ealibratiougasfor the teen of the iNet Pragnrm.
18109157
Cylinder, Calibration Gas, 100ppm CO, 25ppm H2S, 25% LEL Pentane and 19% 02 {1161)
18109085
Cylinder, Calibration Gas, 10 m HCN(116 L)
2:11
18109165 Cylinder, Calibration Gas, 100 ppm Carbon Monoxide, .35% Pentane (25% LET.), 18%
C] n, Steel, 1031.,
�kx�& — Ti�itialSr► o items be/otv ou , Ite 7a�y�sst consumable items must be nrchpsed by customer:
nnstsmy�hJ
75
17152395
Water Barrier Aspirated
Fresno Fire Department Confidential and Proprietary Page 6 of 16
01 ED a,
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Industrial Scientific Corporation iNet"m Proposal for Fresno Fire Department
20171220-1295209
Location 3: Station #16 - 2510 N. Polk, Fresno
iN74 n naent
® Pazt Number
� tinn
VP5-KJB32111111
Ventis Pro Series, LET. (Pentane), CO/I I2S, HCN, 02, Li -ion Ext Range, Desktop Charger,
With lntcgral Pump, ❑mngc, UL/CSA, LENS'"M Wireless, English
18109327-161
DSXi Cloud -Connected Docking Station for Ventis, 6 Inlet Ports, 5 iGas Readers, North
America Power Cord
F—F-18105841
iGas RegulatOf w/Pressure Switch for 58,103, 116L Cylindus
17124348 Wall/ Desk Mount C lindcr Holder (for use with, 341,, 581.,1031,, 116L and 552E e lindcrs)
�ttlibrati to liras — TAQial S1rpply of Calibm iorr Gas Duly Repkreewrrt ryhrrders mast he pmrhand by customer anlerr elmlli vg in
lher4rrtoT{eplar�ish P1psT+'t Pm rrrm whJeli iun�irdos enliGrrrlic►sgns far• the lerry of the iNet Pragrrvu.
L.�
18109157 Cylinder, Calibration Gas. I00 y m CO, 25ppm 1I2S, 25% LEL Pentanc and 18a/. 02 (110 L)
C
18109085 Cylinder, Calibration Gas, 10 ppm HCN ('116 1.)
Location 4: Station #4 - 3065 E. Iowa. Fresno
Part Numt}cr D�� ti6n
VPS-KIB31101111 Ventis Pro Series, LEL (Pentane), CO, HCN, 02, Li -ion, Desktop Charger, Orange,
i1L/CSA, LENSTI" Wireless, Unglixh
❑
18109327-161
DSXi Cloud -Connected Docking Station for Ventis, 6 Inlet Torts, 5 iGas Readers, North
America Power Cord
18105841 iGas Rc aiator w/Pressure Switch for 58,193,116L Cylindrss
L I 17124348 11 Wall/ Desk Mount Cylinder Holder (for use with, 341,, 58L,103L,116L and 5521, c lindcrs)
Isrlial Scrpply of Cuhhraliou Gas On/ Ii eplacement cylinders mart bepurchased Gy c►ratower unless ernnlliq in
11
Me AutoRepleuish PlusT"" Pro ram which bichules calibration gorfor• the terns of the iNet Program.
FI
65
ET.
Cylinder, Calibration Gas, 100 ppm Carbon Monoxide, .35% Pentane (25% LEL), 18%
C}zy&n, Steel, 103L
L�
18109085
Cylinder, Cal ibradon Gas, 10 ppm FTC (116 L)
Location 5: Sta#9 - 2340 N. Vagedes, Fresno
®
kULW�r-t
1❑
VP5-IC11331101111
Ventis Pro Series, LEL (Pentane), CO, HCN, 02, Li -ion, Desktop Charger, Orange,
LiL/CSA, I,I NST"' Wireless, English
1
18109327-161
DSXi Cloud -Connected Docking Station for Ventis, 6 Inlet Ports, 5 iGas Readers, North
America Power Cord
18105841 iGas Regidntorw/Pressure Switch for 58, 103, 116J, Cy lindcrs
17124348 Wall/ Dssk Mm',rst Cylinder Holder (for use with, 34I., 58L, 103E ,116E and 552L cylinders)
Srs3ibtation A LritiaJSupply of CaliNation Gas Orrly Replace»reut cylinderr mrut lie prucbaserl Gy customer urtJess enrolling in
the AcrloRep/euisb PbrsT ^' Program which includes calibration gas for the term of the iNet Program.
F71-18109165
Cylinder, Calibration Gas,100 ppm Carbon Monoxide, .35% Pentane (25% LEI), 18%
OxygCn, Stce1,103L
1 ' I
18109085
Cylinder, Calibration Gas, 10 pptu HCN (116 L)
Fresno Fire Department Confidential and Prriprietary Page 8 of 16
Au L"
Industrial Scientific Corporation iNetT^' Proposal for Fresno Fire Department
20171220-1295209
Location 6: Station ##19 3187 W. Belmont, Fresno
Mgt FrrWpmra
li—&--]Il'artNutnbcr
�S S4j3
❑
VP5-KIB31101111
Ventis Pro Series, LBI, (Pentane), CO, IICN, 02, Li -ion, Desktop Charger, Orange,
LiJa�CS►1, I.15NST"r Wireless, En lisle
1I JI
18109327-161
17SXi Cloud -Connected Docking Station for Ventis, G Inlet Ports, 5 iC;as Readers, North
America Power Cord
18105841 iGas Re ulator w/Pressure Switch for 58, 103, 116L Cylinders
17124348 11 Wall/ Desk Mount Cylinder IIolder (for use with, 341, 581,, 103I., 116L and 552L cylinders)
Calihradaa.Qu
the AuloRe
InitialSupp/y of Calibration Gar Only I ep/ace»reut cy/ilydexr must Gepinchased by clato�uar runless enrolling ill
lenish PlusTm Projww ipbiclj keludet calibration as for the term qf the iNet Progiv .
PI
8109165
P11
Cylinder, Calibration Gas,100 ppm Carbon Monoxide, .35% Pentane (25% LET ),18%
Ox gen, Stee1,103L
18109085 11
Cylinder, Calibration Gas, 10 ptn HCN (116 L)
Location 7: Station # 2115850 W. Keamev. Kerman
®
m
Description
VP5-MB31101111
Ventis Pro Series, LEL (Pentane), CO, HCN, 02, Li -ion, Desktop Charger, Orange,
UI,/CSA, LENSTM Wireless, English
18109327-161
DSXi Cloud -Connected Docking Station for Ventis, 6 Inlet Ports, 5 iGas Readers, North
America Power Cord
l u l
18105841
iGas Regulator w/Pressure Switch for 58,103, 116L Cylinders
17124318
Wall/ Desk 1blount C linder Holder for use with, 341, 58L, 103L,116L and 5521, c lenders)
CaUbtatioLa s -- Initial Sitppll of Calibration Gas OnjReplacement cy6idenr mast be ptarbased by gttrtower runless enrolling in
The f11lt0ReplelildlJ PlrldTnr Program 7phich included calihiAtim gar for the teirn o the iNet Pro ram.
fft---l
Cylinder, Calibration Gas,100 ppm Carbon Monoxide, .35%•Pentane (25% 1..rI), 18%
Oxygen, Steel, 1031.
=1
18109085 11 Cylinder, Calibration Gas,10 ppm IICN (116 L)
Fresno Fire Department Confidential and Proprietary Page 9 of 16
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Industrial Scientific Corporation iNetTM Proposal for Fresno Fire Department
20171220-12952U9
DSXi Docking Station
The DSXi, similar to a PDA cradle, is used to dock the hand-held instruments. When docked, the DSXi charges;
calibrates, bump tests, downloads data log information and runs diagnostic tests against the instruments ensuring all key
functions within the instruments are in working order. The DSXi requires access to internet directly or through a proxy
server. Highlights include:
Fresno Fire Department
• Secure: Utilizes a secured Windows CE Embedded platform.
■ One -Way Data Transfers: May not be connected to via a client, web browser
or other tool; uploads to the DSS via one-way data transfer
■ DHCP-Enabled: Easy to relocate in the corporate network.
■ Network -Ready: 10 mbps; Ethernet Connection required for each DSXi
• Small Data Transfers. Communicates through the web via HTTP XML
packets over port 80,443
• Updates: Updates via the network
Confidential and Proprietary
AIM, L'�i��
Page 10 of 16
Industrial Scientific Corporation iNetT^t Proposal for Fresno Fire Department
20171220-1295209
Architecture
DSxI
Docks handheld Instruments
Installed In multiple locations
101100 Mbps— DHCP enabled
• Dole transferred directly 10 Wal
Encrypted UoMc via SSL
• Monagad via INat Control
D8XI Uploads
Low bandwidlh requirements
Supports proxy servers
• No Inbound connections
required,
DSYJ Infrastructure
Ethemet Nolwork
Corporate Flrewall
SSL
IIlvl will make an appointment to provide remote installation,
Fresno Fire Department
Confidential and Proprietary
ox vwn nvmi Islas,
.Z
.=
INet Control
hllps,f no1.Indscl,com
Menage gas dstecFon heel
HTFPS management dlent
Supports mull1ple users and
permission levels
Access from any computer
Industrial Scientific
Corporation INet Server
Page 11 of 16
Industrial Scientific Corporation iNetrm Proposal For Fresno Fire Departrnent
20171220-1295209
On -Site Startup
Net implementation has three phases as follows:
AGREEMENT' EXECUTION
KICKOFF
j S'F .jAZ1�( Q]V
I! up
■ Customer signs and returns
■ Customer receives
Agreement to
letter from NetiNct
FSR installs Equipment
Industrial Scientific
Implementation Manager
(I IM)
.,
■ Industrial Scientific conducts
• Customer submits Purchase
111vI works with Customer to
Net Customer Training
Order to Industrial Scientific
prepare site(s) for installation
For 60 days after insWindon,
I M calls Customer at a 30
• Customer submits Pre-
■ Customer verifies equipment
delivery
and 60 day interval to
Installntion Acceptance
follow-up on the
fiorm (PIAF) to Industrial
• I I M works with Industrial
performance of the new
Scientific
Scientific Field Service
equipment and to ensure
Representative (FSR) to
�
total satisfaction with the
schedule the commissioning
Net program
of the Net System
■ For ongoing assistance,
Customer contacts 1-877-
FOR-INI 'i' (367-4638)
Throughout the Net installation, you will communicate with an Net Implementation 1Nfanager (I11NI) and Field Service
Representative (FSR) who.vill work with you on site pteparalion and installation.
You will be notified by the Net Fulfillment Center and/or ISC Field Service Department when your order ships to you.
Your ILM will contact you to verify that you have received your shipment, and that you have checked the entire order
against the contract equipment list, as well as the shipping invoice, to ensure that everything has arrived and is ready for
die installation process to begin.
Your II1M will call to check that everything is fimctioniug properly, and may ask you to nun some tests to see that
everything is ready for the final steps of the installation process,
At this time, or shortly thereafter, your II11f ,viU call to verify that you have installed/provided the required equipment
for installation. This would include such items as one Ethernet drop (a known, discrete, fiuictioning connection) and one
120 VAC outlet for each docking station. Both of these items must reach from the room/area service point to each
docking station location.
During this conversation, your IIM will cover any customer required forms, as well as any additional customer
requirements for on -site access at the installation location(s), Your IINI will also establish that your IT Department will
have a staff member available for consultation should issues arise with the network functionality. Once all of these items
are resolved, your UM will tnake an appointment widh you for the FSR to travel to your facility and complete the
installation.
Fresno Fire Department Confidential and Proprietary Page 12 of 16
L 1 U—
Industrial Scientific Corporation iNetT"' Proposal for Fresno lire Department
20171220-1295209
Industrial Scientific Overview
Industrial Scientific Corporation is a global leader in designing, manufacturing, selling and servicing gas monitoring
instruments, systems and related products to protect and preserve human life.
INDUSTRIAL SCIENTIFIC
CORPORATION
OUR MISSION
Preserving human life on, above and below the earth
Delivering highest quality, hest customer service ...
every transaction, every dine
Headquartered in an advanced ISO 9001:2000-certified facility near the Pittsburgh International Airport, Industrial
Scientific provides equipment used for safety and industrial hygiene in potentially dangerous locations. Principal markets
for the Company's products include oil refineries, oil exploration and drilling operations including offshore rigs,
underground mining and tunneling, utilities including telephone, electric, natural gas, water and wastewater treatment
facilities, municipal agencies such as police, fire and hazardous response units, government regulatory agencies such as
EPA, OSHA, and MSHA, insurance companies, and food and beverage -processing companies.
The company started in 1976 as the Research Division of National Mine Service Company (NMS) with a focus on
developing instrumentation to detect methane gas. In 1985, NIMS sold the division, and Industrial Scientific
Corporation began independent operations on January 25, 1985. With continuous investments in research and
engineering design, the instrument family grew to include patented technologies and state-of-the-art designs, Industrial
Scientific became the name for the most rugged and dependable gas instrumentation on the market.
On June 30, 1993, the company had its initial public stock offering, and was traded on die NASDAQ exchange for
almost 6 years. Based on the commitment to doing the right things for the right reasons, the stock was removed in 1999
from public trading. As a private company Industrial Scientific is better able to concentrate on the intensive, long-range
research programs needed in their industry.
The Company's products range from hand-held / portable instruments capable of monitoring from one to six gases, to
permanently installed systems capable of monitoring many different gases in hundreds of locations from a central
monitoring station. The products carry third -party intrinsic safety and performance approvals including
t1TEX/CF.,NELEC, UL, MSHA, CSA, and bear the CE mark. In addition, Industrial Scientific has held the status of
IS09001 since 1994, and was the Fast U.S. manufacturer of gas monitors to receive such certification.
Employing over 850 people, Industrial Scientific has manufacturing operations in Pittsburgh (USA), Arras (France),
Dortmund (Germany) and Shanghai (China), provides technical services to customers from local service centers around
the world, and has additional subsidiaries in Australia, Canada, Czech Republic, Dubai, Germany, The Netherlands,
Singapore, Switzerland and the United Kingdom.
Industrial Scientific Corporation
1 Life Way
Pittsburgh, PA 15205-7500
1-800-DETECTS (1-800-338-3287)
www.indsci.com
info({{f iudsci cm
Fresno Fire Department Confidential and Proprietary Page 13 of 16
Tndustrial Scientific Corporation iNetT^r Proposal for Fresno Fire Department
20171220.1295209
Industrial Scientific Team Members
Name
111W
Phone Number
fwri1a31
Funaifori
David Molinatti
District Represenative
(714) 403-1915
dmAL[taltj�fii¢tdsci_ccxn
Questions concerning proposal
Contract Administnttor
(412) 490-1811
rwlmartadnunUti[utmtisc,.cnnt
Commerciol terms
Sales Support
8) 735-4472
sd=uppvt Qt idsci.eom
Adding Equipment
Net System engineer
2) 490-1988
[(412)
iu:-lmrd 5jlycrtil'?fn74ndyri.c.:„
1TQuestions
Bryan Scheers
Manager, Customer Operations,
iNct Fulfillment
490-1945
'Training
Installation
Post installation support
Russ Gordon II
Net Tmplementntion Manager
(412) 490-1935
iNct Fulfillment
Center
Oakdale/Houston/Edmonton
1(877) FOR-INET
jtlu %lmtnCtisndzcs.cnrn
Fresno Fire Department Confidential and Prroopprietary Page 14 of 16
Industrial Scientific Cngeoration iNet" Proposal for Fresno Fire Department
20171220-1295209
Business Case
iNet Duration
48 Months
z
iNet Monthly Usage Fee w/Auto Replenish P1usTM*
2,962.33
USD
Net 48 Month Usage Fee w/AutoReplenish Ph1sTM*
142,191.84
• *iNet Monthly Usage Fee is per month for 48 Months.
With the AutoReplenish Plus Program we will monitor your calibration gas usage and provide calibration gas to
you on an as -needed basis as determined by your usage and as monitored by us. We reserve the right to modify
the gas concentration and/or cylinder size provided to you from time to time, at our sole discretion. Either
party may request an audit of calibration gas usage at any time during the course of the Agreement, provided,
however, these audits will take place no more frequently than once pet any given twelve (12) month period.
The parties will audit the quantities of calibration gas used by you based on the number of bump tests and
calibrations performed by you hi the preceding twelve (12) months. We may adjust the Subscription Fee up or
down if your calibration gas usage varies from the initial estimate. iNet'Monthly Usage Fee with Auto
Replenish Plus is based on 5 Bump test per month and 1 Calibration per month.
• *iNet Monthly Usage Fee includes 1 On -Site Installation.
0 *iNet Monthly Usage Fees include all necessary hardware (instruments, accessories and Docking Stations),
replacement parts, labor, shipping and handling, installation and training.
■ *iNet Monthly Usage Fee with AutoReplenish P1usTM includes all calibration gas for the term of the Net
agreement.
■ *iNet Monthly Usage Fees include unlimited license to iNetTM Control. This includes all software upgrades for
the term of the Net agreement.
■ iNet Customer Support is available at 1-877-FOR 1NET Monday thnu Thursday 7JW to 8 PM (EST) and
Friday 7AT4 to 6PM (EST) or ioo;+A1141W) ndsci.ccrm
• Price does not include taxes, GST, PST, customs, duties and all other related expenses; where applicable.
+ *Pricing valid through end of quoted year.
0 Contract to be provided.
• Commodities, technology or software exported from the United States or later re-exported must be in
accordance with the Export Administration Regulations. Diversion contrary to U.S. law prohibited.
Fresno Fire Department Confidential and Proprietary Page 15 of16
wlm �� W4.
Industrial Scientific Corporation iNetrm Pcaposal for Fresno Fire Department
201712204295200
Required Documentation
iNeiTM Pre -Installation Acceptance Form for "DSXi" docking station Rev ii
ISC: Insert Customer name in (_) field prior to delivery to customer.
Customer: Please complete & sign, then fax, mail or email to contractadminUS@indsci.com
_ Please check this box to acknowledge that the DSM will have access to the Internet and will upload
data to Industrial Scientific.
Instrument Docking Stations will be setup with DHCP IP Addresses. If Static IP Addresses are
required, please check this box and our team will contact you to discuss these requirements.
By default, Proxy Surer Addresses are not setup for each Instrument Docking Station. if your
orgaization utilizes Proxy Servers for Internet Access, please check this box and our team will
contact you to discuss these requirements
After Customer, Fresno Fire Department, has successfully performed the pre -installation work
detailed above and scheduled all required resources and personnel to be available for the "DSZi"
commissioning, please sign below and return this document to Industrial Scientific. No installation
will occur until we have received a signed copy of this form.
If on -site commissioning has been elected, and work described above is not completed or Customer
personnel are not available and Industrial Scientific is unable to perform the "DSXi" installation
because of this, Customer may be responsible for additional expenses incurred by Industrial
Scientific in completing the installation.
By: -
Narne: (Please Print):
Title:
Date:
Fresno Fire Department Confidential and Proprietary Page 16 of 16
Ri Q U
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