HomeMy WebLinkAboutReso 2019-2917 RESOLUTION NO. 2019 - 7--et�1
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF SUNNY ISLES BEACH, FLORIDA, APPROVING AN
AGREEMENT WITH HG2 EMERGENCY LIGHTING, LLC.
TO PROVIDE AND INSTALL SPECIAL LIGHTING AND
EQUIPMENT FOR EMERGENCY VEHICLES, IN A TOTAL
AMOUNT NOT TO EXCEED SIXTY THOUSAND DOLLARS
($60,000.00); AUTHORIZING THE MAYOR TO EXECUTE
SAID AGREEMENT; AUTHORIZING THE CITY MANAGER
TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS
RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of Sunny Isles Beach is in need of a contractor to provide and
install special lighting and equipment for emergency vehicles; and
WHEREAS, HG2 Emergency Lighting, LLC. have expressed the ability and desire to
provide these services to the City pursuant to the pricing terms and conditions offered to the City
of Kissimmee, Florida, via Bid No. BA2015-012; and
WHEREAS, pursuant to the City's procurement code provisions, purchases made under
state, county or other governmental contracts, or competitive bids with other governmental
agencies are exempt from the City's competitive bidding procedures; and
WHEREAS, the City wishes to enter into an Agreement with HG2 Emergency Lighting,
LLC. to provide and install special lighting and equipment for emergency vehicles, in a total
amount not to exceed Sixty Thousand Dollars ($60,000.00), attached hereto as Exhibit"A".
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA,AS FOLLOWS:
Section 1. Approval of Agreement. The City Commission hereby approves the Agreement
with HG2 Emergency Lighting, LLC. to provide and install special lighting and equipment for
emergency vehicles, in a total amount not to exceed Sixty Thousand Dollars ($60,000.00),
attached hereto as Exhibit "A".
Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said
Agreement.
Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all
things necessary to effectuate this Resolution.
R2019 HG2 Emergency Lighting Agmt Page 1 of 2
Section 4. Effective Date. This Resolution will become effective upon adoption.
PASSED AND ADOPTED this 21St day f Febri ary 2019.
George H. choll, Mayor
ATT ; .T
Mauri io :eta►cur, CMC, City Clerk
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
/ I/
Julia Gracha, I nterim City Attorney �^ '
Moved by:\I‘C..6 M1 p2 AVE inl
COMMIOS4
Seconded by: 04E1g- V lSG4C.e-
Vote:
Mayor Scholl /(Yes) (No)
Vice Mayor Svechin (Yes) (No)
Commissioner Goldman —r(Yes) (No)
Commissioner Lama //(Yes) (No)
Commissioner Viscarra ✓ (Yes) (No)
R2019 HG2 Emergency Lighting Agmt Page 2 of 2
,,,e----'",tF4. City of Sunny Isles Beach •
L. .,
4.,;,_ Alio 18070 Collins Avenue
= Sunny Isles Beach, Florida 33160
•
y'fi's j.F`O,,:"~ti4Y (305)947-0606 City Hall
`` ,.a;;v eh i'411
(305)949-3113 Fax
MEMORANDUM
TO: The Honorable Mayor and City Commission
VIA: Christopher J. Russo, City Manager
FROM: Dwight Snyder, Police Chief
Luke Plesa, Police Sergeant
DATE: 2/21/2019
Approving an Agreement with HG2 Emergency Lighting,
RE: LLC to Provide and Install Emergency Lighting and
Equipment for Emergency Vehicles
cry RECOMMENDATION:
It is recommended that the City Commission adopt the attached
resolution approving an agreement with HG2 Emergency Lighting,
LLC.
REASONS:
The City of Sunny Isles Beach is in need of a vendor to provide, install
and repair special lighting and equipment for all emergency vehicles.
HG2 has agreed to provide the same services, terms, and conditions
agreed to with the City of Kissimmee, Florida under contract No.
BA2015-012, in an amount not to exceed $60,000.00.
FUNDING SOURCE:
Police General Fund
ATTACHMENTS:
Description
Resolution
Agreement
116
". AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH
• ANIS-G2. EMERGENCY LIGHTING, LLC,
�••.,,orL�
CONTRACT NO.-62644)26
THIS AGREEMENT(hereinafter referred to as the"Agreement") is made in duplicate,
this 6 day of March , 2019 by and between the CITY OF SUNNY ISLES
BEACH, (hereinafter referred to as "City"), and HG2 EMERGENCY LIGHTING, LLC.,
a Corporation authorized to do business in the State of Florida (hereinafter referred to as
"Contractor") whose Federal I.D.# is 24-3959477.
RECITALS
WHEREAS, City is in need of Contractor to provide and install special lighting and
equipment for emergency vehicles ("Services'); and
WHEREAS, Contractor has expressed the ability and desire to provide these Services to
the City pursuant to the pricing terms and conditions offered to the City of Kissimmee, Florida,
via Bid No. BA2015-012,a copy of which is attached hereto as Attachment"B",and incorporated
herein by reference; and
WHEREAS, pursuant to the City's procurement code provisions, purchases made under
state, county or other governmental contracts, or competitive bids with other governmental
agencies are exempt from the City's competitive bidding procedures; and
WHEREAS, the City desires to enter into this Agreement with Contractor to provide the
Services in a total amount not to exceed Sixty Thousand Dollars($60,000.00).
NOW THEREFORE, in consideration of the mutual covenants contained herein,and for
other valuable consideration received, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. RECITALS. The Recitals set forth above are hereby incorporated into this Agreement
and made a part hereof for reference.
2. •SERVICES. Contractor agrees to perform the Services as more particularly described in
Attachment "A", a copy of which is attached hereto and incorporated herein by reference. The
Services shall be performed by Contractor to the full satisfaction of the City. Contractor agrees to
have a qualified representative to audit and inspect the Services provided on a regular basis to
ensure all Services are being performed in accordance with the City's needs and pursuant to the
terms of this Agreement, and shall report to the City accordingly. Contractor agrees to
immediately inform the City via telephone and in writing of any problems that could cause damage
to the City's property, improvements and persons. Contractor will require its employees to
perform their work in a manner befitting the type and scope of work to he performed.
3. TERM. Subject to the provisions relating to the termination of this Agreement as set forth
in Section 8 hereunder, the term of this Agreement shall commence upon the execution of this
Agreement and shall terminate no later than October 30,2020,
4. COMPENSATION. The Contractor agrees to provide the desired Services to the City in
a total amount not to exceed Sixty Thousand Dollars ($60,000.00), Payment to Contractor for all
62.52-026-1-1G2 EMERGENCY LIGHTING.HE
charges and tasks tinder this Agreement shall be in accordance with this Agreement and the
schedule of charges reflected in the City of Kissimmee, Floridan Rid No. RA20I5-012, as more
thoroughly described in Attachment"13", and under the following conditions:
a. Disbursements. There are no reimbursable expenses associated with this contract.
b. Payment .Schedule. Invoices received from the Contractor pursuant to this
Agreement will be reviewed by the initiating City Department. If services have
been rendered in conformity with the Agreement, the invoice will be sent to the
Finance Department for payment. Invoices must reference the contract number
assigned hereto. Invoices will be paid in accordance with the State of Florida
Prompt Payment Act. The City will pay properly submitted Contractor invoices
within 30(thirty)days of receipt,for completed and accepted deliveries or specified
services and/or goods, unless the City notifies the Contractor in writing of the
dispute,before the payment is due.
c. Availability of Funds. The City's performance and obligation to pay under this
Agreement is contingent upon an annual appropriation for its purpose by the City
Commission.
d. Final Invoice. In order for both parties herein to close their books and records,the
Contractor will clearly state"final invoice"on the Contractor's final/last billing to
the City. This certifies that all services have been properly performed and all
charges and costs have been invoiced to the City. Since this account will thereupon
be closed, any other additional charges, if not properly included on this final
invoice, are waived by the Contractor.
Contractor shall make no other charges to the City for supplies, labor, taxes, licenses, permits,
overhead or any other expenses or costs unless any such expense or cost is incurred by Contractor
with the prior written approval of the City. If the City disputes any charges on the invoices,it may
make payment of the uncontested amounts and withhold payment on the contested amounts until
they are resolved by agreement with Contractor. Contractor shall not pledge the City's credit or
make it a guarantor of payment or surety for any contract, debt,obligation,judgment, lien, or any
form of indebtedness. The Contractor further warrants and represents that it has no obligation or
indebtedness that would impair its ability to fulfill the terms of this Agreement.
5. INDEPENDENT CONTRACTOR RELATIONSHIP. The Contractor is an
independent contractor and shall be treated as such for all purposes. Nothing contained in this
Agreement or any action of the parties shall be construed to constitute or to render the Contractor
an employee, partner, agent, shareholder, officer or in any other capacity other than as an
independent contractor other than those obligations which have been or shall have been undertaken
by the City. Contractor shall be responsible for any and all of its own expenses in performing its
duties as contemplated under this Agreement. The City shall not be responsible for any expense
incurred by the Contractor. The City shall have no duty to withhold any Federal income taxes or
pay Social Security services and that such obligations shall be that of the Contractor, other than
those set forth in this Agreement. Contractor shall furnish its own transportation,office and other
supplies as it determines necessary in carrying out its duties under this Agreement.
021i-6252 H02.FMNRG NCY um-mein,LLC 2
6. OWNERSIIP OF DOCUMENTS AND EQUIPMENT. All documents prepared by
the Contractor pursuant ti this Agreement and related Services to this Agreement are intended and
represented for the ownership of the City only. Any other use by Contractor or other parties shall
be approved in writing by the City. If requested, Contractor shall deliver the documents to the
City within fifteen(15) calendar days.
7. INSURANCE. Contractor shall, at its sole cost and expense, during the period of any
work being performed under this Agreement, procure mid maintain the following minimum
insurance coverages to protect the City and Contractor against all loss, claims, damage and
liabilities caused by Contractor, its agents, or employees, as indicated below:
❑ Comprehensive General Liability Insurance, including broad form
contractual liability coverage for all operations, including, but not limited
to, Premises/Operations, Products/Completed Operations, Contractual,
Independent Contractors, Personal Injury and Property Damage liability
with minimum limits of One Million Dollars ($1,000,000.00) per
occurrence.
ci Worker's Compensation, as required by the State of Florida Employer's
Liability.
❑ Business Automobile Liability which:;hall include coverage fur all owned,
non-owned and hired vehicles for minimum limits of not less than One
Million Dollars ($1,000,000) per occurrence, One Million Dollars
($1,000.000) per accident for bodily injury and Five hundred Thousand
Dollars($500,000)per accident for property damage.
Insurance required of the Contractor shall be primary to,and not contribute with,any insurance or
self-insurance maintained by the City, Such insurance shall not diminish Contractor's
indemnification and obligations hereunder. The insurance policy(ies)shall be issued by companies
authorized to do business under the laws of the State of Florida and acceptable to the City with a
minimum A.M. Best rating of A-Excellent. Before any work under this Agreement is
performed, and at any time upon request, Contractor shall furnish to the City certificates of
insurance evidencing the minimum required coverage and shall be appropriately endorsed
for contractual liability,with the City named as additional insured, All policies shall contain
a waiver of subrogation endorsement, All policies and certificates shall be in forms and issued by
insurance companies acceptable to the City Manager or his designee. All insurance policies and
certificates of insurance shall provide that the policies may not he canceled or altered without thirty
(30)days prior written notice to the City. Contractor shall also require and ensure that each of its
sub-contractors providing services hereunder(if any)procures and maintains,until the completion
of the services, insurance of the types arid to the limits specified herein, ANY EXCEPTIONS
TO THE INSURANCE REQUIREMENTS IN THIS SECTION MUST BE APPROVED IN
WRITING BY THE CITY.
8. TERMINATION AND REMEDIES FOR BREACH.
A. If,through any cause within reasonable control,the Contractor shall fail to fulfill in
a timely manner or otherwise violate any of the covenants, agreements or
026-62521IG2 EMERGENCY LIGHTING,LIC 3
stipulations material to this Agreement,the City shall have the right to terminate the
Services then remaining to be performed. Prior to the exercise of its option to
terminate for cause, the City shall notify the Contractor of its violation of the
particular terms of the Agreement and grant Contractor ten (10) days to cure such
default, If the default remains uncured after ten (10) days the City may terminate
this Agreement,and the City shall receive a refund from the Contractor in an amount
equal to the actual cost of a third party to cure such failure. If Contractor fails,
refuses or is unable to perform any term of this Agreement, City shall pay for
services rendered as of the date of termination.
(i.) In the event of termination, all finished and unfinished documents, data and
other work product prepared by Contractor (and sub-Contractor (s)) shall be
delivered to the City and the City shall compensate the Contractor for all
Services satisfactorily performed prior to the date of termination, as provided
in Paragraph 4 herein.
(ii.) Notwithstanding the foregoing, the Contractor shall not be relieved of liability
to the City for damages sustained by it by virtue of a breach of the Agreement
by Contractor and the City may reasonably withhold payment to Contractor for
the purposes of set-off until such time as the exact amount of damages due the
City from the Contractor is determined.
B. Termination for Convenience of City.The City may, for its convenience and without
cause terminate the Services then remaining to be performed at any time by giving
Contractor ten(10)days written notice.The terms of Paragraph A(i)and A(ii)above
shall be applicable hereunder.
C. Termination for Insolvency. The City also reserves the right to terminate the
remaining Services to be performed in the event the Contractor is placed either in
voluntary or involuntary bankruptcy or makes any assignment for the benefit of
creditors.
9, JURISDICTION, VENUE AND WAIVER OF JURY TRIAL This Agreement shall
be interpreted and construed in accordance with and governed by the laws of the State of Florida.
All parties agree and accept that jurisdiction of any dispute or controversy arising out of this
Agreement, and any action involving the enforcement or interpretation of any rights hereunder
shall be brought exclusively in the Eleventh Judicial Circuit in and for Miami Dade County,
Florida, and venue for litigation arising out of this Agreement shall be exclusively in such state
courts, forsaking any other jurisdiction which either party may claim by virtue of its residency or
other jurisdictional device. in the event it becomes necessary for the City to file a lawsuit to
enforce any term or provision under this Agreement and the City is the prevailing party then the
City shall be entitled to its costs and attorney's fees at the pretrial, trial and appellate levels, BY
ENTERING INTO THIS AGREEMENT, CONSULTANT AND CITY I IEREBY EXPRESSLY
WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL
LETICiATION RELATED TO THIS AGREEMENT. Nothing in this Agreement is intended to
serve as a waiver of sovereign immunity, or of any other immunity,defense,or privilege enjoyed
by the City pursuant to Section 768.28, Florida Statutes.
026.625211(12 LiMEROENCY LIGHTING,LLf, 4
10. CONFIDENTIAL INFORMATION. The Contractor shall not, either during the term of
th1s Agreement or any time for a period of 10 (Ten) years subsequent to that date upon which the
Contractor shall leave the employment of the City for any reason whatsoever, disclose to any
person or entity, other than in the discharge of the duties of the Contractor under this Agreement,
any information which the City designates in writing as "confidential." As a violation by the
Contractor of the provisions of this Section could cause irreparable injury to the City and there is
no adequate remedy at law for such violation,the City shall have the right, in addition to any other
remedies available to it at law or in equity,to enjoin the Contractor from violating such provisions.
11. NOTICES. All notices and other communications required or permitted to be given
under this Agreement by either party to the other shall be in writing and shall be sent (except as
otherwise provided herein) (i) by certified or registered mail, first class postage prepaid, return
receipt requested, (ii)by guaranteed overnight delivery by a nationally recognized courier service,
or (iii) by facsimile with confirmation receipt (with a copy simultaneously sent by certified or
registered mail, first class postage prepaid, return receipt requested or by overnight delivery by
traditionally recognized courier service), addressed to such party as follows:
If to the City: Christopher J. Russo With a copy to:
City Manager Office of the City Attorney
City of Sunny Isles Beach City of Sunny Isles Beach
18070 Collins Avenue 18070 Collins Avenue
Fourth Floor Fourth Floor
Sunny Isles "Beach, Florida 33160 Sunny Isles Beach,Florida 33160
Tel: (305) 792-1701. Tel: (305) 792-1702
If to the Contractor: Mi Bhojani
Director of Sales
HG2 Emergency Lighting,LLC.
477 N. Semoran Blvd.
Orlando, Florida 32807
Tel: (407) 426-7700
Fax: (407) 426-7716
E-mail: alighg2lighting.com
12, GOVERNING LAW.This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida. Venue shall be in Miami-Dade County, Florida.
13. AUDIT. The Contractor shall make available to the City or its representative all required
financial records associated with the Agreement for a period of Three (3) years.
14. NON-DISCRIMINATION.The Contractor agrees to comply with all local and state civil
rights ordinances and with Title VI of the Civil Rights Act of 1984 as amended, Title VIII of the
Civil Rights Act of 1968 as amended,Title 1 of the Housing and Community Development Act of
1974 as amended, Section 504 of the Rehabilitation Act of 1973,the Americans with Disabilities
Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive
Order 11248 as amended by Executive Orders 11375 and 12086. The Contractor will not
discriminate against any employee or applicant for employment because of race, color, creed,
U26-6252 f fG2 EMERGENCY LIG I frnNU,LLC 5
religion, ancestry, national origin,sex,disability or other handicap, age,marital/familial status, or
status with regard to public assistance. The Contractor will take affirmative action to insure that
all employment practices are free from such discrimination, Such employment practices include
but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or
recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and
selection for training, including apprenticeship. The Contractor agrees to post in conspicuous
places,available to employees and applicants for employment, notices to be provided by the City
setting forth the provisions of this non-discrimination clause. The Contractor agrees to comply
with any Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation
Act of 1973 (29 U.S.C, 708), which prohibits discrimination against the handicapped in any
Federally assisted program.
15. CONFLICT OF INTEREST. The Contractor agrees to adhere to and be governed by
the Miami-Dade County Conflict of interest Ordinance Section 2-11.1, as amended; and by
Chapter 33 of the City of Sunny Isles Beach Code of Ordinances, which are incorporated by
reference herein as if fully set forth herein,in connection with the Agreement conditions hereunder.
The Contractor covenants that it presently has no interest and shall not acquire any interest,directly
or indirectly which could conflict in any manner or degree with the performance of the Services.
The Contractor further covenants that in the performance of this Agreement,no person having any
such interest shall knowingly be employed by the Contractor. The Contractor guarantees that
he/she has not offered or given to any member of, delegate to the Congress of the United States,
any or part of this contract or to any benefit arising therefrom.
16. INDEMNIFICATION AND WAIVER OF LIABILITY. The Contractor agrees, to
the fullest extent permitted by law, to defend, indemnify and hold harmless the City, its agents,
representatives, officers, directors, officials and employees from and against claims, damages,
losses and expenses (including but not limited to attorney's fees, arbitration costs, and costs of
appellate proceedings) relating to,arising out of or resulting front the Contractor's negligent acts,
errors, mistakes or omissions relating to professional Services performed under this Agreement.
The Contractor's duty to defend,hold harmless and indemnify the City,its agents,representatives,
officers, directors, officials and employees shall arise in connection with any claim, damage, loss
or expense that is attributable to bodily injury; sickness; disease; death; or injury to impairment,
or destruction of tangible property including loss of use resulting therefrom, caused by any
negligent acts, errors, mistakes or omissions related to Services in the performance of this
Agreement including any person for whose acts,errors,mistakes or omissions the Contractor may
be legally liable, The parties agree that TEN DOLLARS($10.00)represents specific consideration
to the Contractor for the indemnification set forth herein.
17. PROHIBITION AGAINST CONTRACTING WITH SCRUTINIZED
COMPANIES. Pursuant to Florida Statutes Section 217.4725,contracting with any entity that is
listed on the Scrutinized Companies that Boycott Israel List or that is engaged in the boycott of
Israel is prohibited. Contractors must certify that the company is not participating in a boycott of
Israel. Any contract for goods or services of One Million Dollars ($1,000,000) or more shall be
terminated at the City's option if it is discovered that the entity submitted false documents of
certification, is listed on the Scrutinized Companies with Activities in Sudan List,the Scrutinized
Companies with Activities in the Iran Petroleum Energy Sector List, or has been engaged in
business operations in Cuba or Syria after July 1, 2018.
026-6252 HG2 EMERGENCY LIGHTING,r.i.c' G
Any contract entered into or renewed after July 1, 2018 shall be terminated at the City's option if
the company is listed on the Scrutinized Companies that Boycott Israel List or engaged in the
boycott of Israel, Contractors must submit the certification that is attached to this agreement as
Attachment "C". Submitting a false certification shall be deemed a material breach of contract.
The City shall provide notice, in writing, to the Contractor of the City's determination concerning
the false certification. The Contractor shall have ninety (90) days following receipt of the notice
to respond in writing and demonstrate that the determination was in error. If the Contractor does
not demonstrate that the City's determination of false certification was made in error,then the City
shall have the right to terminate the contract and seek civil remedies pursuant to Florida Statute
Section 215.4725.
I K, MISCELLANEOUS.
A. In the event any provision of this Agreement is found to be void and unenforceable
by a court of competent jurisdiction,the remaining provisions of this Agreement shall nevertheless
be binding upon the parties with the same effect as though the void or unenforceable provisions
had been severed and deleted,
B. This Agreement may be executed in multiple identical counterparts,each of which
shall be deemed an original for all purposes.
C. No waiver of any provision of this Agreement shall be valid or enforceable unless
such waiver is in writing and signed by the party granting such waiver.
D. Each individual executing this Agreement on behalf of a party hereto hereby
represents and warrants that he or she is, on the date he or she signs this Agreement, duly
authorized by all necessary and appropriate action to execute this Agreement on behalf of such
party and does so with full legal authority to bind their respective party to this Agreement.
F. This Agreement contains the entire agreement of the parties, and may be amended,
waived, changed, modified, extended or rescinded only by in writing signed by the party against
whom any such amendment,waiver, change, modification, extension andlor rescission is sought.
F. Contractor shall comply with all laws, regulations and ordinances of any federal,
state, or local governmental authority having jurisdiction with respect to this Agreement
("Applicable Laws") and shall obtain and maintain any and all material permits, licenses,
approvals and consents necessary for the lawful conduct of the activities contemplated under this
Agreement.
G. If there is a conflict or inconsistency between any term, statement,requirement, or
provision of any exhibit attached hereto, any document or events referred to herein, or any
document incorporated into this Agreement, the term, statement, requirement, or provision
contained in this Agreement shall prevail and be given superior effect and priority over any
conflicting or inconsistent term, statement, requirement or provision contained in any other
document or attachment, including but not limited to Attachment"A" "B"and "C.
[Signatures on next page]
026-6252 HG2 EMERGENCY 1.rGl1'1 INC;,l.l_C 7
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate
on the day and year first written above.
WITNESS: HG2 EMERGENCY LIGHTING, LLC.
Ali Bhojani BY:
Print Name Monsour Baker, Presi
Sign Nam—e—)
ATTEST: CITY OF SUNNY ISLES BEACH
i
BY: -• i° BY:
Mauricia i etaneur, CMC, City Clerk Chris p J. Russo, City Manager
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
BY:
Julia Cr!'.Va, Interim City Attorney
026-6252 HG2 EMERGENCY LICH-111NO,LLC 8
Feburary 15,2019 *IY
Sunny Isles Beach Police Dept
18070 Collins Avenue
Sunny Isles Beach,FL 33160
To Whom It May Concern:
This letter is to confirm that we,HG2 Emergency Lighting,will abide by the
pricing and conditions of City of Kissimmee contract#BA 2015-012.The term,of the
agreement shall begin on executed date and terminate no later than October 30,
2020.
Should there be any additional questions or concerns please do not hesitate
to contact me directly.
Thank-You
OLL9 =7
Ali Bhojani
Director of Sales
Cell-407-274-3967
•
Attachment"A"
•
TERM CONTRACT FOR OUTC?ITTING POLICE VEFHCLES
(BA 21115412)
THIS AGREEMENT is dated as of the th day of Daliptu2K 2015, by and
between liG2 EMERGENCY LIGHTING LLC,duly authorized to conduct business in the State
of Florida, whose address is 477 N. Sernoraan Dlvd., heceinatler ieierred to as "VENDOR', and
OF KISSSii'viMEE, a municipal subdivision of the State of i oriida, whose address is, t{}f
Church'Street,Kissir m Florid"3474 hereinafter referred to a5"CITY".
WITNESSETH:
WHEREAS,CITY dashes to retain the services of a competent and qualified VENDOR to
provide and install special equipment to police vehicles;and
WHEREAS, CITY solicited bids from vendors, and VENDOR responded to the
solicitation;and •
WHEREAS, VENDOR is competent and qualified to provide and install the necessary
equipment and .desires to provide CITY services ancording to the terms and conditions stated
herein,
NOW, TRERKFORE, in consideration of the mutual understandings and covenants set
fruit herein,CITY and VENDOR epee as follows:
Section L. Services. CITY does hereby retain VENDOR to furnish materials and services
as further described in the Schedule of Bid Items attached hereto as Exhibit A and made a part
hereof VENDOR shall also be bound by all requirements as contained in the solicitation package
and all addenda thereto. Required materials and services shall be specifically enumerated,
described, and depicted in the Purchase Orders authorizing purchase of specific materials and
Contract for Outfitting Police Vehicles
Page tOf15
Attachment "B" S I B
- i
services, This Agreement standing alone does not authorize the purchase of materials and services
or require CITY to place any orders for work.
Section 2. Term. This Agreement shall take effect on the date of its execution by CITY
and shall run for a period of two (2) years. Expiration of the term of this Agreement shall have no
effect upon Purchase Orders issued pursuant to this Agreement and prior to the expiration date.
Obligaiions entered t ler eitt uy both paeties .lead remain in effect unfit delivery and accepianee of
the materials authorized by the Purchase Order.
Section 3. Authorization fur Services. Authorization for provision of materials and
services by VENDOR under this Agreement shall be in the form of written Purchase Orders issued
and executod by CITY. A sample Purchase Order is attached hereto as Exhibit B. Each Purchase
Order shall describe the materials and services required and shall state the dates for delivery of
materials and services and establish the amount and method of payment. The Purchase Orders will
be issued under and shall incorporate the terms of this Agreemeet. CITY makes no covenant or
promise as to the number of available Purchase Orders or that VENDOR will perform any Purchase
Order for CITY during the life of this Agreement, CITY reserves the right to contract with other
parties for the services contemplated by this Agreement when it is determined by CITY to be in the
hest interest of CITY to do so.
Section 4. Time for Completion. The materials and services to be provided by VENDOR
shalt be delivered,as specified in such Purchase Orders as may be issued hereunder, within the time
specified therein.
Section 5. Compensation. CITY agrees to cn.mpensate VENDOR for the professional
services provided for under this Agreement on a Fixed Fee basis,as provided in the Bid Schedule.
The Purchase Order Fixed Fee amount shall include any and all reimbursable expenses.
Contract for Outfitting Police Vehicles
Page 2of15
SB
Section 6. Payment and Billing.
(a) VENDOR shall supply all materials and services required by the Purchase Order;
but in no event shall VENDOR be paid more than the negotiated Fixed Fee amount stated within
each Purchase Order.
(b) Payments shall be made by CITY to VIT NDOR when reque3t cd as materials and
services are furnished,and invoiced. Once vetiicles are completed VENDOR shall render to Ci i Y
an.itemized invoice, properly dated, describing any materials and services p,ovided,the cost of 1h,'.
materials and services therein, the name and address of VENDOR, Purchase Order Number,
Contract Number,confirmation of acceptance of the vehicle by the appropriate CITY representative
and anyother information required by this Agreement.
The original invoice shall be sent to:
Bethany M Santiago
Fleet I Assets Manager 1.
Kissimmee Police Department
8 North Stewart Avenue
Kissimmee,Florida 34741
BSantiag®kissimmee,org
One(l)copy of the invoice shall be sent to: -
City of Kissimmee
Finance Department,4'h Floor
101 Church St.
Kissimmee,Florida 34741 -
(c) Upon satisfactory delivery of materials and services required hereunder and upon
acceptance of the materials and services by CITY, and review and approval of VENDOR's invoice,
CITY shall, in accordance with the terms as set forth in Chapter 218, Part VII, Florida Statutes.pay
VENDOR the approved amount.
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Section 7. Responsibilities of VENDOR. Neither CITY's review,approval or acceptance
of, nor payment for any of the materials and services required shall be construed to operate as a
waiver of any rights under this Agreement or of any cause of action arising out of the performance-
of
erformanceof this Agreement. VENDOR shall be and always remain liable to CITY in accordance with
applicable law for any and all damages to CITY caused by VENDO.R's negligent or wrong it
provision of any of ihc:maicsials and servL S fuu,ished otitic.this�grecmc�ii.
SEet'an 8. Termination.
(a) CITY may, by written notice to VENDOR terminate this Agreement or any
Purchase Order issued hereunder, in whole or in part, at any time,either for CITY's convenience or
because of the failure of VENDOR to fulfill its Agreement obligations. Upon receipt of such
notice, VENDOR shall immediately discontinue all services affected, unless the notice directs
otherwise.
(b) if the termination is for the convenience of CITY, VENDOR shall be paid
compensation for services performed to the date of termination.
(c) If the termination is due to the failure of VENDOR to fulfill its Agreement
obligations, CITY may take over the wort and prosecute the same to completion by other
agreements or otherwise. In such case, VENDOR shall be liable to.CITY for all reasonable
additional costs occasioned to CITY thereby. VENDOR shall not be liable for such additional costs
if the failure to perform the Agreement arises without any fault or negligence of VENDOR;
provided, however, that VENDOR shall be responsible and liable for the actions of its agents,
employees,persons and entities of a similar type or nature. Such causes may include acts of God or
of the public enemy, acts of CITY in its sovereign or contractual capacity,fres, floods,epidemics,
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quarantine restrictions, strikes, freight embargoes, and unusually severe weather; but in every case
the failure to perform must be beyond the control and without any fault or negligence of VENDOR.
(d) The rights and remedies of CITY provided for in this Section arc in addition and
supplemental to any and all other rights and remedies provided bylaw or under this Agreement.
Section 9. Agreement and Purchase Order in Conflict. Whenever the terms of this
Agreement conflict with any Purchase Order issued pursuant to it,this Agreement shall prevail.
Section 10. Equal Opportunity Employment. VENDOR agrees that it will not
discriminate against any employee or applicant for employment for work wider this Agreement
because of race, color, religion, sex, age, disability or national origin and will take steps to ensure
that applicants are employed and employees are treated during employment without regard to race,
color, religion, sex, age, disability, or national origin. This provision shall include, but not be
limited to the following: employment, upgrading, demotion or transfer, recruitment advertising,
layoff or termination, rates of pay or other forms of compensation and•selection for training
including apprenticeship.
Section 11. No Contingent Fees. VENDOR warrants that it has not employed or retained
any company or person other than a bona fide employee working solely for VENDOR to solicit or
secure this Agreement and that it has not paid or agreed to pay any person,company, eorpc ration,
individual or firm other than a bona fide employee working solely for VENDOR any fee,
commission, percentage, gift or other consideration contingent upon or resulting from award or
making of this Agreement. For the breach or violation of this provision,CITY shall have the right
to terminate the Agreement at its sole discretion without liability and to deduct from the Agreement
price or otherwise recover the full amount of such fee, commission, percentage, gift or
consideration.
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Section 12. Conflict of Interest.
(a) VENDOR agrees that it will not contract for or accept employment for the
performance of arty work or service with any individual, business, corporation or government unit
that would create a conflict of interest in the performance of its obligations pursuant to this
Agreement with CITY.
(b) VENDOR.agrees that ii will neiiher take any action trot engage in any conduct that
‘;could cause any CITY employee to violate the provisions of Chapter 112, Florida Statutes,relating
to ethics in government.
(c), In the event that VENDOR causes or in any way promotes or encourages a CITY
officer, employee or agent to violate Chapter 112, Florida Statutes, CITY shall have the right to
•
terminate this Agreement.
Section 13. Assignment. This Agteernent nor any interest herein shall not be assigned,
transferred or otherwise encumbered under any circumstances by the parties hereto without prior
written consent of the other party and in such cases only by a document of equal dignity herewith.
Section 14. Indemnification of CITY. VENDOR agrees to hold harmless and indemnify
CITY and its commissioners, officers, employees and agents against any and all claims, losses,
damages or lawsuits for damages arising from, allegedly .rising from or related to the provision of
services hereunder by VENDOR.
Section 15. Insurance.
(a) General. VENDOR shall, at its own cost, procure insurance required under this
Section.
(t) VENDOR shall furnish CITY with a Certificate of Insurance on a current
ACORD Form signed by an authorized representative of the insurer evidencing the insurance
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required by this Section(Workers' Compensation/Employer's Liability,Comprehensive General
Liability, Automobile Liability and Umbrella Liability). CITY, its officials, officers, and
employees shall be named additional insured under the General Liability policy. If the policy
provides for a blanket additional insured coverage, please provide a copy of the section of the
policy along with the Certificate of Insurance. if the n verage does not exist,the policy must be
endorsed to include the additional insured verbiage. Tile Certilicaite ui Insuianec shall p;GYide
that CITY small be given, by policy endorsement, not less than thirty(30) days written notice
prior to the cancellation or non-renewal or by a method acceptable to CITY. Until such time as
the insurance is no longer required to be maintained by VENDOR, VENDOR shall provide
CITY with a renewal or replacement Certificate of Insurance before expiration or replacement of
the insurance for which a previous Certi Ii care of Insurance has been provided.
(2) The Certificate of insurance shall contain a statement that it is being
provided in accordance with this Agreement and that the insurance is in full compliance with the
insurance requirements of this Agreement.
(3) In addition to providing the Certificate of Insurance on a current ACORL
Form,upon request as required by CITY, VENDOR shall, within thirty(30)days after receipt of
the request, provide CITY with n certified copy of each of the policies of insurance providing the
coverage required by this Section, Certified copies of policies may only be provided by the
Insurer, not the agent/broker,
(4) Neither approval by CITY nor failure to disapprove the insurance
furnished by VENDOR shall relieve VENDOR of its full responsibility for performance of any
obligation, including VENDOR's indemnification of CITY under this Agreement.
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(b) Insurance Comte y Re_auircments. insurance companies providing the insurance
under this Agreement must meet the following requirements:
(1) Companies issuing policies (other than Workers' Compensation) must he
authorized to conduct business in the State of Florida and prove same by maintaining Certificates
of Authority issued to the companies by the Florida Office of Insurance Regulation.
(2) In 4uditiou, such u.,inpanies shah have oud maintain, ai a iiiinitraini,.a
Rest's Rating of"A-" and a minimum Financial Size Category of"VII" according to A.M. Best
Company.
(3) If, during the period which an insurance company is providing the
insurance coverage required by this Agreement, an insurance company shall: (i) lose its
Certificate of Authority; or (ii) fail to maintain the requisite Best's Rating and Financial Size
Category, VENDOR shall, as soon as VENDOR has .knowledge of any such circumstance,
immediately notify CITY and immediately replace the insurance coverage provided by the
insurance company with a different• insurance company meeting the requirements of this
Agreement.. Until such time as VENDOR has replaced the unacceptable insurer with an insurer
acceptable to CITY, VENDOR shall be deemed to be in default of this Agreement.
(v) Specificatons. Without Iimitini any of the other obligations or liability of
VENDOR,VENDOR shall, at its sole expense,procure,tnaintair.,and keep in force amounts and
types of insurance conforming to the minimum requirements set forth in this subsection. Except
as otherwise specified in this Agreement,the insurance shall become effective upon execution of
•
this Agreement by VENDOR and shall be maintained in force until the expiration of this
Agreement's term andfor the expiration of all Work Orders issued under this Agreement,
whichever comes first. Failure by VENDOR to maintain insurance coverage within the stated
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period and in compliance with insurance requirements of CITY shall constitute a material breach
of this Agreement, for which this Agreement may be immediately terminated by CITY. The
amounts and types of insurance shall conform to the following minimum requirements:
(1) Workers' Compensation/Employer's Liabiliay.VENDOR's insurance shall
cover VENDOR for liability which would be covered by the latest edition of the standard
Workers' Compensation policy as filed for use in Florida by the National Council on
Compensation Insurance, withoui restrictive cudorsernents. The minimum required limit to be
provided by VENDOR is S300,000.00. In addition to coverage for the Florida Workers'
Compensation Act, where appropriate, coverage is to be included for the United States
Longshoremen and Harbor Workers' Compensation Act, Federal Employees' Liability Act, and
any other applicable Federal or State law,
(2) Comprehensive General Liability. VENDOR's insurance shall cover
VENDOR for those sources of liability which would be covered by the latest edition of the
standard Commercial General Liability Coverage Form (ISO Form CO 00 01), as filed for use in
the State of Florida by the Insurance Services Office, without the attachment of restrictive
endorsements other than the elimination of Coverage C, Medical Payment,end the elimination of
coverage for Fire Damage Legal Liability. The minimum limits to be maintained by VENDOR
(inclusive of any amounts provided by an Umbrella or Excess Policy)shall be as follows:
General Aggregate Two Times(2x)the Each Occurrence Limit
Personal &Advertising $1,000,000.0D
Injury Limit
Each Occurrence Limit 51,000,000.00
(3) Business Auto Policy. VENDOR's insurance shall cover VENDOR for those
sources of liability which would be covered by Part [V of the latest edition of the standard Business Auto
Policy (ISO Form CA 00 01), as filed for use in the State of Florida by the Insurance Services Office,
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She
without the attachment of restrictive endorsements, Coverage shall include owned,non-owned and hired
autos or any autos. The minimum limits to be maintained by VENDOR(inclusive of any amounts provided
by an Umbrella or Excess policy)shall be per-accident combined single limit for bodily injury liability and
property damage Liability. If the coverage is subject to an aggregate,VENDOR shall maintain separate
aggregate limits of coverage applicable to claims arising out of or in connection with the work under this
Agreement: The separate aggregate limits to be maintained by VENDOR shall be a minimum of three times
(3x) the per-accident limit required and shall apply separately to each policy year or part thereof. The
minimum amount of coverage under the Business Auto Policy shall be:
Each Occurrence Bud ily $1,000,000.00
Injury and Property Damage
Liability Combined
(d) Coverage. The insurance provided by VENDOR pursuant to this Agreement shall
apply or, a primary and non-contributory basis, and any other insurance or self-insurance
maintained by CITY or CITY's officials, officers, or employees shall be in excess of and not
contributing to the insurance provided by or on behalf of VENDOR.
(e) Occurrence Basis. The Workers' Compensation policy and the Commercial
General Liability and the Umbrella policy required by this Agreement shall be provided on an
occurrence rather than a claims-made basis. The Professional Liability insurance policy may be
on an occurrence basis or claims-made basis. If a claims-made basis, the coverage must respond
to all claims reported within three (3) years following the period for which coverage is required
and which would have been covered had the coverage been on an occurrence basis.
• (f) Obligations. Compliance with the foregoing insurance requirements shall not
relieve VENDOR, its employees,or its agents of liability from any obligation under a Section or
any other portion of this Agreement.
Section 16. Dispute Resolution.
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(a) In the event of a dispute related to any performance or payment obligation arising
under this Agreement, the parties agree to exhaust CITY dispute resolution procedures prior to
filing suit or otherwise pursuing legal remedies. CITY dispute resolution procedures for proper
invoice and payment disputes are set forth in Seetion 22,1 S, "Prompt Payment Procedures,"
Seminole CITY Administrative Code. Contract claims include all controv:rsics, except disputes
addressed by the "Prompt Payment Procedures," arising under this Agreement within the dispute
resolution procedures set forth in Section 3.5540, "Contract Claims." Seminole CITY
Administrative Code.
(b) VENDOR agrees that it will file no suit or otherwise pursue legal remedies based on
facts or evidentiary materials that were not presented for consideration in CITY dispute resolution
procedures set forth in subsection (a) above of which VENDOR had knowledge and failed to
present during CITY dispute resolution procedures.
(o) In the event that C[TY dispute resolution procedures are exhausted and a suit is filed
• or legal remedies are otherwise pursued, the parties shall exercise best efforts to resolve disputes
through voluntary mediation. Mediator selection and the procedures to be employed in voluntary
mediation shall be mutually acceptable to the parties. Costs of voluntary mediation shall be shared
equally among the parties participating in the mediation
Section 17. Representatives of CITY anti VENDOR.
(a) It is recognized that questions in the day to day conduct of performance pursuant to
this Agreement will arise. CITY, upon request by VENDOR,will designate and advise VENDOR
in writing of one or more of its employees to whom all communications pertaining to the day to day
conduct of this Agreement shall be addressed. The designated representative shall have the
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authority to transmit instructions, receive information ?nd interpret and define CITY'S policy and
decisions pertinent to the work covered by this Agreement.
(b) VENDOR shalt at all times during the normal work week designate or appoint one
or more representatives who are authorized to act on behalf of VENDOR and bind VENDOR
regarding all matters invoking the conduct of the performance pursuant to this Agreement, and
shaii keep CITY continually and effectively advised of such designation.
Scctiioti 18. All Prior Agreements Superseded. This document int;orporates and includes
all prior negotiations, correspondence, conversations, agreements or understandings applicable to
the matters contained herein and the parties agree that there arc no commitments, agreements, or
understandings concerning the subject matter of this Agreement that are not contained or referred to
in this document. Accordingly, it is agreed that no deviation front the terms hereof shall be
predicated upon any prior representations or agreements, whether oral or written.
Section 19. Modifications,Amendments, or Alterations. No modification, amendment,
or alteration in the terms or conditions contained herein shall be effective unless contained in a
written document executed with the same formality and of equal dignity herewith.
Section 20. Independent VENDOR. It is agreed that nothing herein contained is intended
nr should be construed as in any manner creating or establishing a relationship of eo-pa!tner!
between the parties,or as constituting VENDOR (including its officers, employees, and agents)as
an agent, representative or employee of CITY for any purpose or in any manner whatsoever.
VENDOR is to be and shall remain forever an independent VENDOR with respect to all services
performed under this Agreement.
Section 21, Employee Status. Persons employed by VENDOR in the performance of
services and functions pursuant to this Agreement shall have no claim to pension, workers'
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compensation, unemployment compensation, civic service or other employee rights or privileges
granted to CITY's officers and employees either by operation of law or by CITY_
Section 22. Services Not Provided For. No claim for services furnished by VENDOR not
specifically provided for herein shall be honored by CITY_
Section 23. Public Records Law.
(a) VENDOR acknowledges Cl t ti's obligations under Article 1, Section 24, t-'arida
Constitution and Chapter 119, Florida Statues, to release public records to members of the public
upon request, VENDOR acknowledges that CITY is required to comply with Article I, Section
24, Florida Constitution and Chapter 119, Florida Statutes, in the handling of the materials
' created under this Agreement and that said statute controls'over the terms of this Agreement.
(b) VENDOR specifically acknowledges its obligations to comply with Section
119.071,Florida Statutes,with regard to public records, in the providing of services to the CITY.
Section 24. Compliance with Laws and Regulations. to providing all services pursuant to this
Agreement, VENDOR shall abide by all statutes, ordinances, rules, and regulations pertaining to or
regulating the provisions of such services, including those now in effect and hereafter adopted. Any
violation of' said statutes, ordinances, rules or regulations shall constitute a material breach of this
Agreement and shall entitle CITY to terminate this Agreement immediately upon delivery of written notice
of termination to VENDOR.
Section 25. Patents and Royalties. Unless otherwise provided, VENDOR shall be
solely responsible for obtaining the right to use any patented or copyrighted materials in the
performance of this Agreement. VENDOR, without exception, shall indemnify and save
harmless CITY and its employees from liability of any nature or kind, including costs and
expenses for or on account of any copyrighted, patented, or unpatented invention, process, or
article manufactured or supplied by VENDOR. In the event of any claim against CITY of
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copyright or patent infringement, CITY shall promptly provide written notification to VENDOR.
If such a claim is made, VENDOR shall use its best efforts to promptly purchase for CITY any
infringing products or•services or procure a license at no cast to CITY which will allow
continued use of the service or product. If none of the alternatives are reasonably available,
CITY agrees to return the article on request t;. VENDOR and receive reimbursement, if any,as
nnay be determined by a court of compecettt jurisdiction.
Section 26. Notices. Whenever either party desires to give notice unto the other, it must be
given by written notice, sent by registered or certified United Stales mail, return receipt requested,
• addressed to the party for whom it is intended at the place last specified. The place for giving of
notice shall remain such until it shall have been changed by written notice in wmpliance with the
provisions of this Section. For the present, the parties designate the following as the respective
places for giving of notice,to-wit:
•• For CITY:
Chief of Police
Kissimmee Police Department
City of Kissimmee
9 North Stewart Avenue
Kissimmee,Florida 34741
For VENDOR:
Ali Bhojani,Director of Sales
477 N.Se noran Blvd.
Orlando,Florida 32807
Ati@hg2lighting.com
Section 26. Rights At Law Retained. The rights and remedies of CITY provided for
under this Agreement are in addition and supplemental to any other rights and remedies provided
by law,
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LN WITNESS WHEREOF, the.parties hereto have made and executed this Agreement on
the date below written for execution by CITY.
ATTEST: 11G2 EMERGENCY VEHICLES,LLC,
•
A
t3y:
,Secretary x` r,President
Print name
(CORPORATE SEAL) Date: 10 -q-15
:~` _� '' :•;;':;. CITY of KISSIMMEE •
. ).\
! p
r` t`I�. 44 t,
By: �.•
City Clerk Jim Swan. ,Mayor
• Date:
As authorized for execution by City Commission at its
July 7,2015,regular meeting
Approved as to form and
legal sufficiency.
ci/- 1'644-ord
ity Attorney
Attachments:
Exhibit A--Schedule of Bid Items
Exhibit B-Sample Purchase Order
Contract for Outfitting Police Vehicles
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t ,a CONTRACTOR ANTI-BOYCOTT CERTIFICATION
:
[PURSUANT TO FLt7REDA STATUTE§215,4725f
I, Ali Bhojani , on behalf of HG2 Emergency Lighting
Print Name Company name
certifies that HG2 Emergency Lighting noes not
Company Name
1. Participate in a boycott of Israel; and
2. Is not on the Scrutinized Companies that Boycotllsrael list; and
3. Is not on the Scrutinized Companies with Activities in Sudan List;and
4. Is not on the Scrutinized Companies with Activi4es in the Iran Petroleum
Bnergy Sector List; and
5. Has not engaged in business operations in Cuba or Syria,
Signature -�
Director of Sales •
Title
03/08/2019
Date
ATTACHMENT 'TC"