Loading...
Resolution No. 8218e I i 1 2 3 4 5 6 7 8 9 10 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 PX:A RESOLUTION NO. 8218 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN EQUIPMENT PURCHASE CONTRACT BY AND BETWEEN THE CITY OF VERNON AND RF ENHANCED NETWORKS USING COPS GRANT FUNDS WHEREAS, the City of Vernon participates in the Citizens for Public Safety (COPS) Program and receives its share of any funds available for the purpose of ensuring public safety; and WHEREAS, by minute order on May 7, 2003, the City Council of the City of Vernon authorized the Vernon Police Department to proceed with the acquisition of mobile data terminals, accessories, support and cameras utilizing COPS grant funds to improve the effectiveness of its lofficers; and WHEREAS, the Vernon Police Department has determined that JLT Mobile Computers, Inc. is the only manufacturer of the mobile data terminals and accessories that can provide the necessary equipment, accessories and support meeting the Department's specifications and requirements; and WHEREAS, RF Enhanced Networks is the California representative of JLT Mobile Computers, Inc. WHEREAS, by letter dated June 10, 2003, Bruce V. Malkenhorst, City Administrator/City Clerk, has recommended that the requested equipment be purchased from JLT Mobile Computers, Inc. and a contract be approved and executed; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the public interest ana necessity to enter into a contract with RF Enhanced Networks as the { I i 1 2 3 4 5 6 7' 8I 91 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 California representative of JLT Mobile Computers, Inc. for the purchase of the mobile data terminals and accessories to enhance services provided to the Vernon community. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Equipment Purchase Contract with RF Enhanced Networks, a copy of which is attached hereto as Exhibit "A" and made a part hereof. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor and the City Clerk to execute said Contract for, and on behalf of, the City of Vernon. SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or his designee, to send one fully executed Contract to: RF Enhanced Networks Attn. Daniel S. Freeman P. 0. Box 1088 El Granada, CA 94018 SECTION 5: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 18th day of June, 2003. EONIS C. MAL RG, Ma or ATTEST: BRUCE V. MALKENHORST, City Clerk - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 (STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 8218, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Wednesday, June 18, 2003, and thereafter was duly signed by the Mayor of the City of Vernon. (SEAL) BRUCE V. MALKENHORST, City Clerk - 3 - EXHIBIT 0 1 EQUIPMENT PURCHASE CONTRACT 2 3 THIS CONTRACT is made, entered into and executed in duplicate 4 originals, either copy of which may be considered and used as the 5 original hereof for all purposes, as of this day of June, 2003, in 6 the City of Vernon, County of Los Angeles, California 7 BY AND BETWEEN The City of Vernon (hereinafter referred to as the "City") 8 4305 Santa Fe Avenue 9 Vernon, CA 90058 10 AND RF ENHANCED NETWORKS (hereinafter referred to as "RF 11 Enhanced") P.O. Box 1088 12 El Granada, CA 94018 13 RECITALS 14 WHEREAS, on May 7, 2003, the City Council of the City of 15 Vernon authorized the Vernon Police Department to proceed with the 16 acquisition of seventeen (17) mobile data terminals and accessories and 17 the necessary support (hereinafter collectively referred to as the 18 "Terminals") utilizing Citizens for Public Safety (COPS) Grant Funds; 19 and 20 WHEREAS, the purchase of the Terminals would provide the 21 Vernon Police Department with the ability to improve frontline 22 municipal police services and the effectiveness of its officers, 23 thereby enhancing the services provided to citizens, residents and 24 businesses in Vernon and surrounding agencies and communities; and 25 WHEREAS, the Vernon Police Department has determined that JLT 26 Mobile Computers, Inc. ("JLT") manufactures Terminals meeting the 27 specifications and requirements of the Department; and 28 WHEREAS, RF Enhanced is the sole distributor of JLT products 1 in California; and 2 WHEREAS, RF Enhanced has prepared Quotation Number 2014-D, a 3 copy of which is attached hereto as Exhibit "A" and incorporated herein 4 by reference; and 5 WHEREAS, the City desires to enter into an agreement with RF 6 Enhanced to provide for the purchase and delivery of the Terminals; and 7 WHEREAS, RF Enhanced represents that it is qualified and 8 capable of providing the equipment described in Exhibit "A" that the 9 City requires and is willing to do so on the terms and conditions set 10 forth below. 11 NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET 12 FORTH HEREIN: 13 1. Purchase. 14 RF Enhanced agrees to sell and deliver the Terminals and 15 Provide the support as set forth and described in detail in Exhibit "A" 16 which is attached hereto and incorporated herein by reference. 17 2. Time of Performance. 18 RF Enhanced's performance as identified herein shall commence, 19 upon the signing of this Contract and shall be completed by RF 20 Enhanced, unless terminated or extended. 21 3. Price. 22 RF Enhanced agrees to sell and deliver the Terminal equipment 23 and provide the support described in its quotation in the total amount 24 of One Hundred Thousand Two Hundred Fifteen Dollars ($100,215.00), plus 25 sales tax. 26 4. Payment Terms. 27 The City agrees to pay RF Enhanced fifty percent (50%) upon 28 placement of the order and the balance within thirty (30) days after - 2 - 1 the City's testing and acceptance of the equipment and the City's 2 receipt of an invoice from RF Enhanced. 3 5. Change and Extra Services. 4 The City reserves the right to request changes in the 5 equipment design, delivery dates, or additions to or deletions from the 6 equipment purchased from RF Enhanced. All such changes shall be 7 incorporated in written change orders executed by the City and RF 8 Enhanced that shall specify the changes ordered and the adjustment of 9 prices, delivery schedules and warranties. Any equipment or services 10 added to this Contract, under this section, shall be executed under all 11 applicable conditions of this Contract. No claim for additional 12 compensation or extension of time shall be recognized unless contained 13 in a duly executed change order. 14 6. Cancellation/Default. 15 A. This Contract may be terminated by the City for its 16 convenience upon fifteen (15) days prior written notice and upon 17 payment of reasonable and proper termination charges, including, but 18 not limited to, all costs incurred or committed prior to the effective 19 date of notice of termination and all charges incurred by RF Enhanced 20 in connection with the termination, plus reasonable overhead and 21 profit. 22 B. In the event that RF Enhanced commits a breach of a 23 material condition of this Contract, the City shall notify RF Enhanced 24 in writing of said breach and if RF Enhanced has not cured or begun 25 reasonable efforts to cure after fifteen (15) days of receipt of said 26 notice, and fails to diligently pursue corrective action, then the City 27 shall have the right to cancel this Contract. RF Enhanced shall be 28 responsible for any direct costs due to the City's re -procurement of - 3 - 1 the equivalent of the equipment or services cancelled from RF Enhanced. 2 7. Confidential Information. 3 A. Access to Confidential Information. The City may 4 provide RF Enhanced with, or allow RF Enhanced access to, certain 5 information not available to the public concerning, but not limited to 6 the City, or businesses located in the City. The information may 7 include, but is not limited to, company information, taxes, sales, 8 value of assets, utility usage, or other such information. All such 9 information shall be known as "Confidential Information" and may not be 10 used to circumvent the responsibility of either party to this Contract. 11 B. No Disclosure. Except as expressly permitted, RF 12 Enhanced shall not disclose, permit the disclosure of, release, 13 disseminate, or transfer, whether orally or by any other means, any 14 part of such Confidential Information to any other person or entity, 15 whether corporate, governmental, or individual, without the express 16 prior written consent of an authorized representative of the City. RF 17 Enhanced shall return any written Confidential Information, and all 18 copies made of such items, to the City upon the City's written request, 19 but in any event not later than the date that RF Enhanced has performed 20 all services to be performed pursuant to this Contract. RF Enhanced 21 hereby agrees that such Confidential Information and any documents 22 provided may be used by RF Enhanced only as authorized by the City. RF 23 Enhanced shall take reasonable measures to avoid any disclosure of any 24 such Confidential Information to any unauthorized person. 25 C. Court Ordered Disclosure. RF Enhanced shall immediately 26 notify the City of any court order or subpoena requiring disclosure of 27 Confidential Information, and shall cooperate with legal counsel in the 28 appeal or challenge of any such order or subpoena. Recipient may only - 4 - 1 disclose Confidential Information required to be disclosed pursuant to 2 court order or subpoena after legal counsel has exhausted any lawful 3 and timely appeal or challenge. 4 D. Remedies. In addition to any other remedies that it may 5 have at law or in equity, the City shall be entitled to a temporary and 6 permanent injunction by a court of competent jurisdiction against any 7 breach or threatened breach of the Confidential Information provisions 8 of this Contract. RF Enhanced acknowledges that in case of such breach 9 or threatened breach of said provisions, the City would have no 10 adequate remedy at law. 11 8. Warranties. 12 RF Enhanced warrants title to the equipment purchased 13 hereunder and any part thereof to be free of any claim of any security 14 interest, lien or any encumbrance. RF Enhanced also warrants that the 15 equipment will be delivered new and shall be free from defects in 16 material and workmanship for the warranty period of twelve months. As 17 part of this equipment purchase, RF Enhanced will sell to the City a 18 five (5) year limited warranty on hardware and software, to be honored 19 by JLT, to begin upon acceptance of the Terminals by City. All 20 manufacturers' warranties, any warranties typically provided by RF 21 Enhanced and/or JLT, and any other warranties made applicable by law 22 shall apply to the parts and labor provided by RF Enhanced. 23 9. Compliance with Laws. 24 RF Enhanced shall strictly observe and comply with all 25 applicable federal, state, and local laws, ordinances and regulations 26 governing this sale, including but not limited to any permit or license 27 requirements of the United States Department of Commerce, as well as 28 any laws of the United States of America. - 5 - 1 10. Governing Law. 2 The validity, interpretation and performance of this Contract 3 shall be controlled and construed under the laws of the State of 4 California. 5 11. Forum Selection. 6 Any action brought relating to this Contract shall be brought 7 and held exclusively in a State Court in the County of Los Angeles, 8 California. 9 12. Notices. 10 Notices to the parties, unless otherwise requested in 11 writing, shall be sent to: 12 City: THE CITY OF VERNON ATTN: BRUCE V. MALKENHORST 13 CITY ADMINISTRATOR 4305 SANTA FE AVENUE 14 VERNON, CA 90058-0805 15 RF Enhanced: RF ENHANCED NETWORKS 16 ATTN: DANIEL S. FREEMAN P. 0. BOX 1088 17 EL GRANADA, CA 94018 18 13. General Provisions. 19 A. Independent Contractor. 20 At all times during the term of this Contract, RF Enhanced 21 shall be an independent contractor and shall not be an employee of the 22 City. The City shall have the right to control RF Enhanced only insofar 23 as the results of RF Enhanced services rendered pursuant to this 24 Contract; however, the City shall not have the right to control the 25 means by which RF Enhanced accomplishes services rendered pursuant to 26 the Contract except to the extent that such services involve the use of 27 City property or Confidential Information. 28 - 6 - 1 B. RF Enhanced Not Agent. 2 Except as the City may specify in writing, RF Enhanced shall 3 have no authority, express or implied, to act on behalf of the City in 4 any capacity whatsoever as an agent. RF Enhanced shall have no 5 authority, express or implied, pursuant to this Contract to bind the 6 City to any obligation whatsoever. 7 C. Indemnification. 8 RF Enhanced shall indemnify, defend, protect and hold the 9 City and its officers, agents and employees, free and harmless from and 10 against any and all claims, demands, losses, damages, liabilities, 11 fines, charges, penalties, orders, judgments and all costs and expenses 12 incurred in connection therewith, including reasonable attorney's fees 13 and costs of defense arising out of the services performed under this 14 Contract, except to the extent arising from or caused by the sole 15 negligence or willful misconduct of the City, its officers, agents or 16 employees. 17 D. Comprehensive General and Automobile Insurance. 18 RF Enhanced agrees to provide insurance in the amounts and 19 forms specified in Exhibit "B," which is attached hereto and made a 20 part hereof by reference. Comparable coverage shall be provided for 21 each subcontractor used in the performance of this Contract. RF 22 Enhanced shall submit to the City documentation indicating compliance 23 with these minimum requirements no less than one (1) day prior to the 24 beginning of performance under this Contract. RF Enhanced shall not 25 commence performance of its services under this Contract until the 26 above insurance has been obtained and proof of insurance has been filed 27 with and approved by the City. 28 - 7 - 1 E. Assignment and Subcontracting Prohibited. 2 No party to this Contract may assign or subcontract any right 3 or obligation pursuant to this Contract without the express written 4 consent of the other party. Any other attempted or purported 5 assignment of any right or obligation pursuant to this Contract shall 6 be void and of no effect. 7 F. Entire Agreement. 8 This Contract constitutes the complete and final expression 9 of the agreement of the parties and is intended as a complete and 10 exclusive statement of the terms of their agreements and supersedes all 11 prior and contemporaneous offers, promises, representations, 12 negotiations, discussions, communications and agreements which may have 13 been made in connection with the subject matter hereof. All exhibits 14 are incorporated by reference. RF Enhanced represents that in entering 15 into this Contract, it has not relied on any previous representations 16 or understandings of any kind or nature. 17 G. Partial Invalidity. 18 Wherever possible, each provision hereof will be interpreted 19 in such manner as to be effective and valid under applicable law, but 20 in case any one or more of the provisions contained herein will, for 21 any reason, be held to be invalid, illegal or unenforceable in any 22 respect, such provision will be ineffective to the extent, but only to 23 the extent, of such invalidity, illegality or unenforceability without 24 invalidating the remainder of such invalid, illegal or unenforceable 25 provision or provisions or any other provision hereof, unless such a 26 construction would be unreasonable or contrary to the intent of the 27 parties as expressed in this Contract. 28 MM J 1 H. Time of the Essence. 2 Time is of the essence in the performance of this Contract 3 and of each and every provision hereof. The waiver by the City of any 4 breach or breaches hereof shall not be deemed, nor shall the same 5 constitute, a waiver of any subsequent breach or breaches. 6 I. Risk of Loss. 7 Title and risk of loss or damage shall pass to the City and 8 delivery shall be deemed to be complete upon delivery FOB jobsite or 9 upon moving into storage at the City's request, whichever occurs first. 10 J. Attorneys' Fees. 11 In the event that it becomes necessary for either party to 12 this Contract to enforce any of the provisions of this Contract, the 13 parties agree that a court of competent jurisdiction may determine and 14 fix reasonable attorney's fees to be paid to the successful litigant. 15 K. Benefit of Agreement. 16 This Contract shall bind and benefit the parties hereto and 17 their heirs, successors, and permitted assigns. 18 L. Force Majeure. 19 Neither party shall be considered to be in default in any of 20 its obligations under this Contract when a failure of performance shall 21 be due to an uncontrollable force. The terms "uncontrollable force" 22 shall mean any cause beyond the control of the party affected, 23 including, but not restricted to, flood, earthquake, storm, fire, 24 lightening, epidemic, war, riot, civil disturbance or disobedience, 25 labor dispute, labor material shortage, sabotage, federal, state, or 26 municipal action, statute, ordinance, or regulation, embargoes or the 27 United States Government or any other government, which by exercise of 28 due diligence such party could not reasonably have been expected to MMM 1 avoid and by exercise to due diligence has been unable to overcome. 2 Either party rendered unable to fulfill any of its obligations under 3 this Contract by reason of an uncontrollable force, shall give written 4 notice within five (5) business days of such fact to the other party 5 and shall exercise due diligence to remove such inability with all 6 reasonable dispatch. 7 M. Waiver. 8 Any waiver at any time by either party of its rights with 9 respect to a default under this Contract, or with respect to any other 10 matters arising in connection with this Contract, shall not be deemed a 11 waiver with respect to subsequent default or other matter. 12 N. Amendment. 13 All changes or modifications to this Contract shall be in a 14 writing stating that it is an amendment to this Contract and shall be 15 signed by both parties or their duly authorized agents. This Contract 16 shall not be modified through course of dealing, usage or trade. 17 18 19 20 21 22 23 24 25 26 27 28 - 10 - 1 IN WITNESS WHEREOF, the parties have caused this Contract to 2 be executed by and through their authorized officers on the date, month 3 and year first written above. 4 CITY OF VERNON 5 By: LEONIS C. MALBURG, Mayor 6 ATTEST: 7 BRUCE V. MALKENHORST, City Clerk 8 APPROVED AS TO FORM: 9 10 EDUARDO OLIVO, City Attorney 11 RF ENHANCED NETWORKS - 12 MANUFACTURERS' REPRESENTATIVE 13 14 - B Y 15 Daniel S. Freeman, Sole Proprietor 16 17 18 19 20 21 22 23 24 25 26 27 28 EXHIBIT Agency: Vernorl Ponce. Dept ;; City Vernon Ca: AT Quotation with Attn. :.J�.rrE:E.d..:.r�cx...::.::::::::::::::::.. TEL: 587' 177 t i° �: Extended Warrant y Email: L.:I o c� Vernon c us; FAX 323;8261484 Confidential Pricing OTY MODEL CPU PROCESSOR RAM UNIT EXTENDED 17 JLT1205-PS3-256 800 MHz VIA Processor 256M $ 4,595.00 $ 78,115.00 with 12 Month Warranty OPTIONS 0 W2 24 Month Extended Warranty $ 325.00 $ - 0 W3 36 Month Extended Warranty $ 650.00 $ - 0 W4 48 Month Extended Warranty $ 975.00 $ - 17 W5 60 Month Extended Warranty $ 1,300.00 $ 22,100.00 Delivery: 4-6 weeks after receipt of order Total $ 100,215.00 TERMS: 50% with order, balance due shipment Plus tax Cost Per Unit with Extended 5 Year Warranty (total of 60 Months)j $ 5,895.00 EXHIBIT is 1 EXHIBIT B 2 INSURANCE SCHEDULE 3 RF Enhanced shall provide proof of insurance, including a standard certificate of insurance, in at least the following amounts and coverage (combined single limit permitted): 4 I. Coverage and Limits 5 Bodily Injury Property Damage 6 Hazards Each Person Each Accident Each Accident 7 Automobile Liability Owned Automobiles $ 500,000 $1,000,000 $ 500,000 8 Hired Automobiles $ 500,000 $1,000,000 $ 500,000 9 Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000 Workers' Compensation $ Statutory 10 Employers' Liability $1,000,000 per employer 11 II. General 12 General Liability $1,000,000 $2,000,000 $1,000,000 13 Premises Operations $1,000,000 $2,000,000 $1,000,000 Elevators (if applicable) $1,000,000 $2,000,000 $1,000,000 14 Independent Contractors $1,000,000 $2,000,000 $1,000,000 Products - Completed Operations $1,000,000 $2,000,000 $1,000,000 15 Contractual Liability $1,000,000 $2,000,000 $1,000,000 16 Umbrella Liability $2,000,000 $2,000,000 $2,000,000 17 a. The general liability policy shall contain the following special endorsements which shall be noted on or attached to the standard certificate of insurance: 18 19 1. An endorsement naming the City of Vernon, its officers, and employees as additional insureds under the policy. 20 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material reduction of coverage. 21 3. An endorsement providing coverage for all operations under this Agreement. 22 4. Such other endorsement as may be required by addendum hereto. 23 b. In addition to the standard certificate of insurance, proof of general and professional liability coverage shall be furnished in the form checked below. Only certification of the following proofs 24 will be accepted: 25 X For each policy, a notarized letter from the underwriter or carrier certifying that the coverage and 26 statements in the standard certificate of insurance (attached thereto) are true and correct and that the signator is an officer authorized to so certify. 27 28 A copy of each policy certified by an officer of the underwriter or carrier and notarized. EXHIBIT "B" SUPPORTING DOCUMENTS 1 2 3 4 5 6 7 8 9 10 11 12 13 14' 15 16 17 18 19 20 21 22 23 24 25 26 27 28 EQUIPMENT PURCHASE CONTRACT THIS CONTRACT is made, entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, as of this _day of ktnV, 2003, in the City of Vernon, County of Los Angeles, California BY AND BETWEEN The City of Vernon (hereinafter referred to as the "City") 4305 Santa Fe Avenue Vernon, CA 90058 AND RECITALS RF ENHANCED NETWORKS (hereinafter referred to as "RF Enhanced") P.O. Box 1088 E1 Granada, CA 94018 WHEREAS, on May 7, 2003, the City Council of the City of Vernon authorized the Vernon Police Department to proceed with the acquisition of seventeen (17) mobile data terminals and accessories and the necessary support (hereinafter collectively referred to as the "Terminals") utilizing Citizens for Public Safety (COPS) Grant Funds; and WHEREAS, the purchase of the Terminals would provide the Vernon Police Department with the ability to improve frontline municipal police services and the effectiveness of its officers, thereby enhancing the services provided to citizens, residents and businesses in Vernon and surrounding agencies and communities; and WHEREAS, the Vernon Police Department has determined that JLT Mobile Computers, Inc. ("JLT") manufactures Terminals meeting the specifications and requirements of the Department; and WHEREAS, RF Enhanced is the sole distributor of JLT products 1■ 1 2 3 4 5 6 7 8 9. 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 in California; and WHEREAS, RF Enhanced has prepared Quotation Number 2014-E, a copy of which is attached hereto as Exhibit "A" and incorporated herein by reference; and WHEREAS, the City desires to enter into an agreement with RF Enhanced to provide for the purchase and delivery of the Terminals; and WHEREAS, RF Enhanced represents that it is qualified and capable of providing the equipment described in Exhibit "A" that the City requires and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET FORTH HEREIN: 1. Purchase. RF Enhanced agrees to sell and deliver the Terminals and provide the support as set forth and described in detail in Exhibit "A" which is attached hereto and incorporated herein by reference. 2. Time of Performance. RF Enhanced's performance as identified herein shall commence upon the signing of this Contract and shall be completed by RF Enhanced, unless terminated or extended. 3. Price. RF Enhanced agrees to sell and deliver the Terminal equipment and provide the support described in its quotation in the total amount of One Hundred Thousand Two Hundred Fifteen Dollars ($100,215.00), plus sales tax. 4. Payment Terms. The City agrees to pay RF Enhanced fifty percent (50%) of order and taxes upon placement of the order and the balance net thirty - 2 - 1 (30) days from shipment from JLT's Chandler, Arizona Distribution 2 Center and the City's receipt of an invoice from RF Enhanced. 3 5. Change and Extra Services. 4 The City reserves the right to request changes in the 5 equipment design, delivery dates, or additions to or deletions from the 6 equipment purchased from RF Enhanced. All such changes shall be 7 incorporated in written change orders executed by the City and RF 8 Enhanced that shall specify the changes ordered and the adjustment of 9 prices, delivery schedules and warranties. Any equipment or services 10 added to this Contract, under this section, shall be executed under all 11 applicable conditions of this Contract. No claim for additional 12 compensation or extension of time shall be recognized unless contained in a duly executed change order. 13 6. Cancellation/Default. 14 A. This Contract may be terminated by the City for its 15 convenience upon fifteen (15) days prior written notice and upon 16 payment of 'reasonable and proper termination charges, including, but 17 not limited to, all costs incurred or committed prior to the effective 18 date of notice of termination and all charges incurred,by RF Enhanced 19 in connection with the termination, plus reasonable overhead and 20 profit. 21 B. In the event that RF Enhanced commits a breach of a material 22 condition of this Contract, the City shall notify RF Enhanced in 23 writing of said breach and if RF Enhanced has not cured or begun 24 reasonable efforts to cure after fifteen (15) days of receipt of said 25 notice, and fails to diligently pursue corrective action, then the City 26 shall have the right to cancel this Contract. RF Enhanced shall be 27 responsible for any direct costs due to the City's re -procurement of 28 - 3 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 the equivalent of the equipment or services cancelled from RF Enhanced. 7. Confidential Information. A. Access to Confidential Information. The City may provide RF Enhanced with, or allow RF Enhanced access to, certain information not available to the public concerning, but not limited to the City, or businesses located in the City. The information may include, but is not limited to, company information, taxes, sales, value of assets, utility usage, or other such information. All such information shall be known as "Confidential Information" and may not be used to circumvent the responsibility of either party to this Contract. B. No Disclosure. Except as expressly permitted, RF Enhanced shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity, whether corporate, governmental, or individual, without the express prior written consent of an authorized representative of the City. RF Enhanced shall return any written Confidential Information, and all copies made of such items, to the City upon the City's written request, but in any event not later than the date that RF Enhanced has performed all services to be performed pursuant to this Contract. RF Enhanced hereby agrees that such Confidential Information and any documents provided may be used by RF Enhanced only as authorized by the City. RF Enhanced shall take reasonable measures to avoid any disclosure of any such Confidential Information to any unauthorized person. C. Court Ordered Disclosure. RF Enhanced shall immediately notify the City of any court order or subpoena requiring disclosure of Confidential Information, and shall cooperate with legal counsel in the - 4 - 1 appeal or challenge of any such order or subpoena. Recipient may only 2 disclose Confidential Information required to be disclosed pursuant to 3 court order or subpoena after legal counsel has exhausted any lawful 4 and timely appeal or challenge. 5 D. Remedies. In addition to any other remedies that it may 6 have at law or in equity, the City shall be entitled to a temporary and 7 permanent injunction by a court of competent jurisdiction against any 8 breach or threatened breach of the Confidential Information provisions 9 of this Contract. RF Enhanced acknowledges that in case of such breach 10 or threatened breach of said provisions, the City would have no 11 adequate remedy at law. 12 8. Warranties. 13 RF Enhanced warrants title to the equipment purchased 14 hereunder and any part thereof to be free of any claim of any security 15 interest, lien or any encumbrance. RF Enhanced also warrants that the 16 equipment will be delivered new and shall be free from defects in 17 material and workmanship for the warranty period of twelve months. As 18 part of this equipment purchase, RF Enhanced will sell to the City a 19 five (5) year limited warranty on hardware and software, to be honored 20 by JLT, to begin upon shipment of the Terminals to City. All 21 manufacturers' warranties, any warranties typically provided by RF 22 Enhanced and/or JLT, and any other warranties made applicable by law 23 shall apply to the parts and labor provided by RF Enhanced. 24 9. Compliance with Laws. 25 RF Enhanced shall strictly observe and comply with all 26 applicable federal, state, and local laws, ordinances and regulations 27 governing this sale, including but not limited to any permit or license 28 requirements of the United States Department of Commerce, as well as - 5 - 1 any laws of the United States of America. 2 10. Governing Law. 3 The validity, interpretation and performance of this Contract 4 shall be controlled and construed under the laws of the State of 5 California. 6 11. Forum Selection. 7 Any action brought relating to this Contract shall be brought 8 and held exclusively in a State Court in the County of Los Angeles, 9 California. 10 12. Notices. 11 Notices to the parties, unless otherwise requested in 12 writing, shall be sent to: 13 City: THE CITY OF VERNON ATTN: BRUCE V. MALKENHORST 14 CITY ADMINISTRATOR 15 4305 SANTA FE AVENUE VERNON, CA 90058-0805 16 RF Enhanced: RF ENHANCED NETWORKS 17 ATTN: DANIEL S. FREEMAN P. 0. BOX 1088 18 EL GRANADA, CA 94018 19 13. General Provisions. 20 A. Independent Contractor. 21 At all times during the term of this Contract, RF Enhanced 22 shall be an independent contractor and shall not be an employee of the 23 City. The City shall have the right to control RF Enhanced only insofar 24 as the results of RF Enhanced services rendered pursuant to this 25 Contract; however, the City shall not have the right to control the 26 means by which RF Enhanced accomplishes services rendered pursuant.to 27 the Contract except to the extent that such services involve the use of 28 City property or Confidential Information. - 6 - 2 B. RF Enhanced Not Agent. 3 Except as the City may specify in writing, RF Enhanced shall 4 have no authority, express or implied, to act on behalf of the City in 5 any capacity whatsoever as an agent. RF Enhanced shall have no 6 authority, express or implied, pursuant to this Contract to bind the 7 City to any obligation whatsoever. 8 C. Indemnification. 9 RF Enhanced shall indemnify, defend, protect and hold the 10 City and its officers, agents and employees, free and harmless from and 11 against any and all claims, demands, losses, damages, liabilities, 12 fines, charges, penalties, orders, judgments and all costs and expenses 13 incurred in connection therewith, including reasonable attorney's fees 14 and costs of defense arising out of the services performed under this 15 Contract, except to the extent arising from or caused by the sole 16 negligence or willful misconduct of the City, its officers, agents or 17 employees. 18 D. Comprehensive General and Automobile Insurance. 19 RF Enhanced agrees to provide insurance in the amounts and 20 forms specified in Exhibit "B," which is attached hereto and made a 21 part hereof by reference. Comparable coverage shall be provided for 22 each subcontractor used in the performance of this Contract. RF 23 Enhanced shall submit to the City documentation indicating compliance 24 with these minimum requirements no less than one (1) day prior to the 25 beginning of performance under this Contract. RF Enhanced shall not 26 commence performance of its services under this Contract until the 27 above insurance has been obtained and proof of insurance has been filed 28with and approved by the City. - 7 - 1 2 3 4 5 6 7 8 9 10 11 12' 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 E. Assignment and Subcontracting Prohibited. No party to this Contract may assign or subcontract any right or obligation pursuant to this Contract without the express written consent of the other party. Any other attempted or purported assignment of any right or obligation pursuant to this Contract shall be void and of no effect. F. Entire Agreement. This Contract constitutes the complete and final expression of the agreement of the parties and is intended as a complete and exclusive statement of the terms of their agreements and supersedes all prior and contemporaneous offers, promises, representations, negotiations, discussions, communications and agreements which may have', been made in connection with the subject matter hereof. All exhibits are incorporated by reference. RF Enhanced represents that in entering into this Contract, it has not relied on any previous representations or understandings of any kind or nature. G. Partial Invaliditv. Wherever possible, each provision hereof will be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein will, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provision hereof, unless such a construction would be unreasonable or contrary to the intent of the parties as expressed in this Contract. - 8 - 2 H. Time of the Essence. 3 Time is of the essence in the performance of this Contract 4 and of each and every provision hereof. The waiver by the City of any 5 breach or breaches hereof shall not be deemed, nor shall the same 6 constitute, a waiver of any subsequent breach or breaches. 7 I. Risk of Loss. 8 Titleand risk of loss or damage shall pass to the City and 9 delivery shall be deemed to be complete upon delivery FOB jobsite or 10 upon moving into storage at the City's request, whichever occurs first. 11 J. Attorneys' Fees. 12 In the event that it becomes necessary for either party to 13 this Contract to enforce any of the provisions of this Contract, the 14 parties agree that a court of competent jurisdiction may determine and 15 fix reasonable attorney's fees to be paid to the successful litigant. 16 K. Benefit of Agreement. 17 This Contract shall bind and benefit the parties hereto and 18 their heirs, successors, and permitted assigns. 19 L. Force Majeure. 20 Neither party shall be considered to be in default in any of 21 its obligations under this Contract when a failure of performance shall 22 be due to an uncontrollable force. The terms "uncontrollable force" 23 shall mean any cause beyond the control of the party affected, 24 including, but not restricted to, flood, earthquake, storm, fire, 25 lightening, epidemic, war, riot, civil disturbance or disobedience, 26 labor dispute, labor material shortage, sabotage, federal, state, or 27 municipal action, statute, ordinance, or regulation, embargoes or the 28 United States Government or any other government, which by exercise of - 9 - 1 due diligence such party could not reasonably have been expected to 2 avoid and by exercise to due diligence has been unable to overcome. 3 Either party rendered unable to fulfill any of its obligations under 4 this Contract by reason of an uncontrollable force, shall give written 5 notice within five (5) business days of such fact to the other party 6 and shall exercise due diligence to remove such inability with all 7 reasonable dispatch. 8 M. Waiver. 9 Any waiver at any time by either party of its rights with 10 respect to a default under this Contract, or with respect to any other 11 matters arising in connection with this Contract, shall not be deemed a 12 waiver with respect to subsequent default or other matter. 13 N. Amendment. 14 All changes or modifications to this Contract shall be in a 15 writing stating that it is an amendment to this Contract and shall be 16 signed by both parties or their duly authorized agents. This Contract 17 shall not be modified through course of dealing, usage or trade. 18 19 20 21 22 23 24 25 26 27 28 - 10 - 2 IN WITNESS WHEREOF, the parties have caused this Contract to 3 be executed by and through their authorized officers on the date, month 4 and year first written above. 5 CITY OF VERNON r 6 . jEeONESLB G, May r 7 ATTEST- 9 BRUCE V. MALKENHORST, City Clerk APPROVED AS TO FORM: 10 11 EDUARDO OLIVO, Cit orney 12 13 RF ENHANCED NETWORKS - 14 MANUFACTURERS' REPRESENTATIVE 15 By: / �4 J_" 16 Daniel S. Freeman, Sole Proprietor 17 18 19 20 21 22 23 24 25 26 27 28 Exhibit "A" Quotation Agency: Vernon Police Dept City: Vernon, Ca JLT Quotation with Attn: Lt J1m l�dano TEL: 51 �t 1 Extended Warranty Email: jrodinoCd.vernon.ca.us FAX: 323 826 1484 Confidential Pricing- JLT1205-PS Public Safety Mobile Computer Includes: (2) USB Ports, (1) Multi -Media Sound Port, (1) PS-2 Port, (2) PCMCIA Type 11 Slots, Windows 2000 Operating System, 20GHD, Firewire, Resistive Touch Screen, 12.1" Display, 1,000 NITS Dimnable. HALT Tested to -38F/+ 248F, 70G's vibration, IP65 Rated, Multi -Media Cable/SoundBlaster Line In/Out, External Audio Amplifier, Straight Power Cord, Flat Plate PCMCIA Lid, 12v DC/DC Power Guard, TG3 Sealed/Back-lit Ful[TravelKeyboard and Glide Pad, CPU and RAM per list below. QTY MODEL CPU PROCESSOR RAM UNIT EXTENDED 17 JLT1205-PS3-256 800 MHz VIA Processor 256M $4,595.00 $ 78,115.00 with 12 Month Warranty EXTENDED WARRANTY 17 W5 60 Month Extended Warranty $1,300.00 $ 22,100.00 (Total of 60 Months Limited Warranty based on shipment date to customer) Delivery: 6-8 weeks after receipt of order I Total 1 $ 100, 215.00 1 Plus tax I TERMS: 50% with order, balance due Net 30 days of shipment from JLT Chandler, Az distribution facility Quotation Valid until: Purchase Orders should be made out to "RF ENHANCED NETWORKS" Forward to: dan@rfenhancednetworks.com EXHIBIT "A" CITY COUNCIL LEONIS C. MALBURG Mayor THOMAS A. YBARRA Mayor Pro-Tem WM. "BILL" DAVIS Councilman H. "LARRY" GONZALES Councilman W. MICHAEL MCCORMICK Councilman BRUCE V. MALKENHORST City Administrator/City Clerk FAX (323) 826-1438 CITY HALL 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 TELEPHONE (323) 583-8811 July 22, 2003 Ms. Joan Francone Risk Manager 4305 Santa Fe Avenue Vernon, California 90058 EDUARDO OLIVO City Attorney FAX: (562) 869-1883 KEVIN WILSON Director of Community Services & Water FAX: (323) 826-1435 KENNETH J. DeDARIO Director of Utilities FAX: (323) 826-1425 STEVEN E. PARKER Fire Chief FAX: (323) 826-1407 BRUCE W. OLSON Police Chief FAX: (323) 826-1481 Re: Equipment Purchase Contract with RF Enhanced Networks -Insurance Requirement Issue Dear Joan: I have reviewed the insurance requirement of RF Enhanced Networks in connection with the above -referenced Contract approved by Resolution No. 8218 on June 18, 2003. Based upon the services to be provided, I agree that we can waive our normal requirement for insurance. If you have any questions, please call me. Very truly you Eduardo Olivo City Attorney EO:jl 1 EXHIBIT B 2 INSURANCE SCHEDULE 3 RF Enhanced shall provide proof of insurance, including a standard certificate of insurance, in at least the following amounts and coverage (combined single limit permitted): 4 I. Coverage and Limits 5 Bodily In Property Damage 6 Hazards Each Person Each Accident Each Accident 7 Automobile Liability Owned Automobiles $ 500,000 $1,000,000 $ 500,000 8 Hired Automobiles $ 500,000 $1,000,000 $ 500,000 9 Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000 Workers' Compensation $ Statutory 10 Employers' Liability $1,000,000 per employer 11 R. General 12 General Liability $1,000,000 $2,000,000 $1,000,000 13 Premises Operations $1,000,000 $2,000,000 $1,000,000 Elevators (if applicable) $1,000,000 $2,000,000 $1,000,000 14 Independent Contractors $1,000,000 $2,000,000 $1,000,000 Products - Completed Operations $1,000,000 $2,000,000 $1,000,000 15 Contractual Liability $1,000,000 $2,000,000 $1,000,000 16 Umbrella Liability - $2,000,000 $2,000,000 $2,000,000 17 a. The general liability policy shall contain the following special endorsements which shall be noted on or attached to the standard certificate of insurance: 18 19 1. An endorsement naming the City of Vernon, its officers, and employees as additional insureds under the policy. 20 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material reduction of coverage. 21 3. An endorsement providing coverage for all operations under this Agreement. 22 4. Such other endorsement as may be required by addendum hereto. 23 b. In addition to the standard certificate of insurance, proof of general and professional liability coverage shall be furnished in the form checked below. Only certification of the following_ proofs 24 will be accepted: 25 X For each policy, a notarized letter from the underwriter or carrier certifying that the coverage and 26 statements in the standard certificate of insurance (attached thereto) are true and correct and that the signator is an officer authorized to so certify. 27 28 A copy of each policy certified by an officer of the underwriter or carrier and notarized. EXHIBIT "B" SUPPORTING DOCUMENTS il It Public Hearing - to consider the expenditure of Citizens Options for the Public Safety (COPS) funds provided by Senate Bill 832. Communication from Bruce V. Malkenhorst, City Administrator/City Clerk, dated April 28, 2003, advising that in October 2002, the City received $100,000.00 of State Citizen's Options for Public Safety (COPS) Fundsmb? v Bill -8.23_to be allocated to provide frontline -law enforcement services and the implementation of a comprehensive multi -agency juvenile justice plan that must be spent before June 30, 2004. The Police Department is requesting authorization to utilize approximately $45,822.52 of the remaining COPS funds received in 2001 and the $100,000.00 received in 2002 to purchase the following: -----.. Council Meeting Agenda May 7, 2003 • Seventeen (17) mobile data terminals at approximately $94, 860. 00 from Ico.�.0 T��� • First year's hardware support froms� ~'�} �' -'�o at approximately $9,486.00; subsequent years will be ted on the City' s budget • Brackets and installation of the units at an approximately $6,596.00 from Southbay Regional Communications. • Six (6) cameras and installation for patrol units at approximately $5,250.00 each from Mobile Vision. This has been reviewed by the City Attorney and it is hereby recommended that the Police Department,be authorized to proceed with the acquisition of the requested equipment at the stated amounts from the requested vendors utilizing COPS Grant Funds. RESOLUTION NO. 8193 - A Resolution of the City Council of the City of Vernon Providing for the Implementation of the Citizens Option for Public Safety (COPS) Program.