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Resolution No. 8401f �l Y 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 KPA 23 24 25 26 27 28 RESOLUTION NO. 8401 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN EQUIPMENT PURCHASE AND PROFESSIONAL SERVICES CONTRACT BY AND BETWEEN THE CITY OF VERNON AND MOTOROLA, INC. WHEREAS, the City's Fire Department has requested that the City purchase 46 Motorola XTS-5000 Portable Digital Astro Radios with accessories (collectively referred to as the "Radios") to replace 1equipment that is outdated; and WHEREAS, the acquisition of the Radios would improve the effectiveness of the Vernon Fire Department's operation and enhance the services provided to citizens, residents and businesses within the Vernon community; and WHEREAS, the Fire Department selected Motorola, Inc. ("Motorola") to provide the Radios based upon Motorola's past performance and dependability and believes Motorola, through K. R. Nida Corporation, to be the only vendor that can provide the necessary Radios meeting the Fire Department's specifications and requirements; and WHEREAS, on February 24, 2004, the Finance Committee considered the recommendation of Bruce V. Malkenhorst, Director of Finance, dated February 19, 2004, that the Radios be purchased from Motorola, through the Nida Corporation, and a contract be executed; and WHEREAS, by letter dated March 18, 2004, Bruce V. Malkenhorst, City Administrator/City Clerk, has recommended that a contract with Motorola be approved and executed; and WHEREAS, the City Council of the City of Vernon has r 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 determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into a contract with Motorola, Inc. for the purchase of the Radios 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 and Professional Services Contract with Motorola, Inc., 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: Motorola, Inc. Attn. David Little 6450 Sequence Drive San Diego, CA 92121 - 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 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 24th day of March, 2004. ATTEST: BRUCE V. MALKENHORST, City Clerk G.�`-�^d-='Dew✓'. � ` ' LEON I S C . MIS BURG, M yor - 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 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. 8401, was duly adopted by the City Council of the City of Vernon at an adjourned regular meeting of the City Council duly held on Wednesday, March 24, 2004, and thereafter was duly signed by the Mayor of the City of Vernon. (SEAL) BRUCE V. MALKENHORST, City Clerk - 4 - EXHIBIT 0 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 AND PROFESSIONAL SERVICES 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 March, 2004, in the City of Vernon, County of Los Angeles, California BY AND BETWEEN THE CITY OF VERNON, a municipal corporation (hereinafter referred to as "City") 4305 Santa Fe Avenue Vernon, CA 90058 AND RECITALS MOTOROLA, INC., a Delaware corporation (hereinafter (referred to as "Motorola") 6450 Sequence Drive San Diego, CA 92121 WHEREAS, the City's Fire Department has requested the purchase and installation of 46 Motorola XTS-5000 Portable Digital Astro Radios with accessories (hereinafter collectively referred to as the "Radios") to replace equipment that is outdated; and WHEREAS, the City desires to upgrade its portable radios to improve the effectiveness of its operation and enhance the services provided to citizens, residents and businesses within the Vernon community; and WHEREAS, Motorola, through K.R. Nida Corporation (hereinafter "Nida"), a vendor the City has used in the past, -has submitted a quotation (referred to hereinafter as the "Quotation"), a copy of which is attached hereto as Exhibit "A" and incorporated herein by reference; and WHEREAS, the Quotation specifies that the prices, discounts, I terms and conditions of the quotation are based upon Motorola's Los 2 Angeles County Contract #40856 which is valid through June 30, 2005; 3 and 4 WHEREAS, Motorola has advised the City that it can furnish 5 and install the Radios as set forth in the Quotation that meets the 6 City's needs, that it is qualified and capable of providing the Radios 7 and labor the City requires and is willing to do so on the terms and 8 conditions set forth below; and 9 WHEREAS, City desires to enter into an agreement with 10 Motorola to provide for the purchase, delivery, installation and 11 testing of the Radios. 12 NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET 13 FORTH HEREIN: 14 1• Scope of Services. 15 Motorola agrees to sell, deliver, and furnish the necessary 16 labor, training, materials, supplies, equipment, transportation and 17 supervision to install and test the Radios as set forth and described 18 in detail in the attached Exhibit "A" and to perform the services 19 outlined in the Quotation. In the event of a conflict between the 20 Quotation and this Contract, the terms of this Contract shall prevail. 21 2• Time of Performance. 22 Motorola's performance as identified herein shall commence 23 upon the full execution of this Contract and shall be performed 24 pursuant to a schedule to be established by the Fire Department. 25 Motorola's performance will be complete when all of the tasks set forth) 26 in its Quotation are completed and acceptable to the City, unless 27 otherwise terminated or extended. 28 2 1 3. Price. 2 The City shall compensate Motorola for the actual services 3 performed on a time and material basis as set forth in its Quotation. 4 The total compensation shall not exceed Two Hundred Eleven Thousand 5 Five Hundred Twelve Dollars and Fifteen Cents ($211,512.15), 6 installation, shipping and tax included. 7 4. Method of Payment. 8 The City agrees to pay Motorola for the full amount of the 9 Radios within thirty (30) days after the City's testing and acceptance 10 of the equipment and the City's receipt of an invoice from Motorola. 11 Purchase orders shall be made out to Motorola and faxed to 12 Nida at (818) 957-0719 for processing. 13 5. Change and Extra Services. 14 City reserves the right to request changes in the equipment 15 design, delivery dates, or additions to or deletions from the equipment 16 Purchased from Motorola. All such changes shall be incorporated in 17 written change orders executed by City and Motorola and shall specify 18 the changes ordered and the adjustment of prices, delivery schedules 19 and warranties. Any equipment or services added under this section 20 shall be executed under all applicable conditions of this Contract. No 21 claim for additional compensation or extension of time shall be 22 recognized unless contained in a duly executed change order. 23 6. Cancellation/Default. 24 A. This Contract may be terminated by the City for its 25 convenience upon fifteen (15) days prior written notice and upon 26 payment of reasonable and proper termination charges, including, but 27 not limited to, all costs incurred or committed prior to the effective 28 date of notice of termination and all charges incurred by Motorola in - 3 - 1 connection with the termination, plus reasonable overhead and profit. 2 B. In the event that Motorola commits a breach of a 3 material condition of this Contract, the City shall notify Motorola in 4 writing of said breach and if Motorola has not cured or begun 5 reasonable efforts to cure after fifteen (15) days of receipt of said 6 notice, and fails to diligently pursue corrective action, then the City 7 shall have the right to cancel this Contract. Motorola shall be 8 responsible for any direct costs due to the City's re -procurement of 9 the equivalent of the equipment or services cancelled from K.R. Nida. 10 7. Confidential Information. 11 A. Access to Confidential Information. The City may 12 provide Motorola and/or its subcontractor with, or allow Motorola 13 access to, certain information not available to the public concerning, 14 but not limited to the City, or businesses located in the City. The 15 information may include, but is not limited to, company information, 16 taxes, sales, value of assets, utility usage, or other such 17 information. All such information shall be known as "Confidential 18 Information" and may not be used to circumvent the responsibility of 19 either party to this Contract. 20 B. No Disclosure. Except as expressly permitted, Motorola 21 and/or its subcontractor shall not disclose, permit the disclosure of, 22 release, disseminate, or transfer, whether orally or by any other 23 means, any part of such Confidential Information to any other person or 24 entity, whether corporate, governmental, or individual, without the 25 express prior written consent of an authorized representative of the 26 City. Motorola and/or its subcontractor shall return any written 27 Confidential Information, and all copies made of such items, to the 28 City upon the City's written request, but in any event not later than - 4 - 1 2 3 4 5 6 7 8 9. 101 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 II the date that Motorola has performed all services to be performed pursuant to this Contract. Motorola hereby agrees that such Confidential Information and any documents provided may be used by Motorola and/or its subcontractor only as authorized by the City. Motorola shall include a contract provision in its contract with subcontractors that binds the subcontractors to this non -disclosure requirement. Motorola shall take reasonable measures to avoid any disclosure of any such Confidential Information to any unauthorized person. C. Court Ordered Disclosure. Motorola shall immediately notify the City of any court order or subpoena requiring disclosure of Confidential Information, and shall cooperate with legal counsel in the appeal or challenge of any such order or subpoena. Recipient may only disclose Confidential Information required to be disclosed pursuant to court order or subpoena after legal counsel has exhausted any lawful and timely appeal or challenge. D. Remedies. In addition to any other remedies that it may have at law or in equity, the City shall be entitled to a temporary and permanent injunction by a court of competent jurisdiction against any breach or threatened breach of the Confidential Information provisions of this Contract. Motorola acknowledges that in case of such breach or, threatened breach of said provisions, the City would have no adequate remedy at law. 8. Warranties. Motorola warrants title to the equipment purchased hereunder and any part thereof to be free of any claim of any security interest, lien or any encumbrance. Motorola also warrants that the equipment will be delivered new and shall be free from defects in material and - 5 - 1 workmanship for the warranty period of twelve months from operation. 2 All manufacturers' warranties provided by Motorola, and any other 3 warranties typically provided by Motorola or made applicable by law 4 shall apply to the parts and labor provided by hereunder. THESE 5 WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE RADIOS PROVIDED UNDER 6 THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA 7 DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, 8 INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND 9 FITNESS FOR A PARTICULAR PURPOSE. 10 9. Compliance with Laws. 11 Motorola shall strictly observe and comply with all 12 applicable federal, state, and local laws, ordinances and regulations 13 governing this sale, including but not limited to any permit or license 14 requirements of the United States Department of Commerce, as well as 15 any laws of the United States of America. 16 10. Governing Law. 17 The validity, interpretation and performance of this Contract 18 shall be controlled and construed under the laws of the State of 19 California. 20 11. Forum Selection. 21 Any action brought relating to this Contract shall be brought 22 and held exclusively in a State Court in the County of Los Angeles, 23 California. 24 12. Notices. 25 Notices to the parties, unless otherwise requested in 26 writing, shall be sent to: 27 28 - 6 - City: THE CITY OF VERNON 1 ATTN: BRUCE V. MALKENHORST- CITY ADMINISTRATOR 2 4305 SANTA FE AVENUE 3 VERNON, CA 90058-0805 4 Motorola: MOTOROLA, INC. 5 ATTN: VICE PRESIDENT SALES 6450 SEQUENCE DRIVE 6 SAN DIEGO, CA 92121 7 13. General Provisions. 8 A. Independent Contractor. 9 At all times during the term of this Contract, Motorola shall 10 be an independent contractor and shall not be an employee of City. 11 City shall have the right to control Motorola only insofar as the 12 results of Motorola's services rendered pursuant to this Contract; 13 however, City shall not have the right to control the means by which 14 Motorola accomplishes services rendered pursuant to the Contract except 15 to the extent that such services involve the use of City property or 16 Confidential Information. 17 B. Motorola Not Agent. 18 Except as City may specify in writing, Motorola shall have no 19 authority, express or implied, to act on behalf of City in any capacity 20 whatsoever as an agent. Motorola shall have no authority, express or 21 implied, pursuant to this Contract to bind City to any obligation 22 whatsoever. 23 C. Limitation of Liability. 24 This limitation of liability provision shall apply 25 notwithstanding any contrary provision in this Agreement. Except for 26 personal injury or death, Motorola's total liability, whether for 27 breach of contract, warranty, negligence, strict liability in tort, 28 indemnification, or otherwise, will be limited to the direct damages - 7 1 recoverable under law, but not to exceed the price of the Radios with 2 respect to which losses or damages are claimed. ALTHOUGH THE PARTIES 3 ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT 4 MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; 5 LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR 6 OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY 7 WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE 8 RADIOS, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS 9 AGREEMENT. This limitation of liability will survive the expiration or 10 termination of this Agreement. No action for breach of this Agreement 11 or otherwise relating to the transactions contemplated by this 12 Agreement may be brought more than one (1) year after the accrual of 13 such cause of action, except for money due upon an open account. 14 D. Insurance. 15 Motorola agrees to provide insurance in the amounts and forms 16 specified in Exhibit "B," which is attached hereto and made a part 17 hereof by reference. Comparable coverage shall be provided for each 18 subcontractor used in the performance of this Contract. Motorola shall 19 submit to City documentation indicating compliance with these minimum 20 requirements no less than one (1) day prior to the beginning of 21 performance under this Contract. Motorola shall not commence 22 performance of its services under this Contract until the above 23 insurance has been obtained and proof of insurance has been filed with 24 and approved by City. 25 E. Entire Agreement. 26 This Contract constitutes the complete and final expression 27 of the agreement of the parties and is intended as a complete and 28 exclusive statement of the terms of their agreement and supersedes all 8 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 211 22 23 24 25 26 27 28 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. Motorola represents that in entering into this Contract it has not relied on any previous representations or understandings of any kind or nature. F. Partial Invalidity. 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 provision or provisions or any other provision hereof, unless such a construction would be unreasonable or contrary to the parties' intent as expressed in this Contract.. G. Risk of Loss. Title and risk of loss or damage shall pass to City and delivery shall be deemed to be complete upon delivery FOB 4305 Santa Fe Avenue, Vernon, California. H. Benefit of Agreement. This Contract shall bind and benefit the parties hereto and their heirs, successors, and permitted assigns. I. Force Maleure. Neither party shall be considered to be in default in any of its obligations under this Contract when a failure of performance shall be due to an uncontrollable force. The terms "uncontrollable force" shall mean any cause beyond the control of the party affected, - 9 - 1 including, but not restricted to, flood, earthquake, storm, fire, 2 lightening, epidemic, war, riot, civil disturbance or disobedience, 3 labor dispute, labor material shortage, sabotage, federal, state, or 4 municipal action, statute, ordinance, or regulation, embargoes or the 5 United States Government or any other government, which by exercise of 6 due diligence such party could not reasonably have been expected to 7 avoid and by exercise to due diligence has been unable to overcome. 8 Either party rendered unable to fulfill any of its obligations under 9 this Contract by reason of an uncontrollable force, shall give written 10 notice within five (5) business days of such fact to the other party 11 and shall exercise due diligence to remove such inability with all 12 reasonable dispatch. 13 J. Waiver. 14 Any waiver at any time by either party of its rights with 15 respect to a default under this Contract, or with respect to any other 16 matters arising in connection with this Contract, shall not be deemed a 17 waiver with respect to subsequent default or other matter. 18 K. Amendment. 19 All changes or modifications to this Contract shall be in a 20 writing stating that it is an amendment to this Contract and shall be 21 signed by both parties or their duly authorized agents. This Contract 22 shall not be modified through course of dealing, usage or trade. 23 L. Attorneys' Fees. 24 In the event that it becomes necessary for either party to 25 this Contract to enforce any of the provisions of this Contract, the 26 parties agree that a court of competent jurisdiction may determine and 27 fix reasonable attorney's fees to be paid to the successful litigant. 28 - 10 - 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 WITNESS WHEREOF, the parties have caused this Contract to be executed by and through their authorized officers on the date, month and year first written above. ATTEST: BRUCE V. MALKENHORST, City Clerk APPROVED AS TO FORM: ERIC T. ESCH, City torney By: CITY OF VERNON LEONIS C. MALBURG, Mayor �IOTO A, INC. By: 5�-- TRQEjrgAT SCHASSLER MCEI, VICE PRESIDENT AND DID Ah/ESTERN Title: REVIEWED AND APPROVED TO FOR URD LITTLE DATE MOTOROL-A CONTRACTS AND COMPLIANCE DEPT. 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Q a � ? n < st ►.� rn :p) V AAAOOOOOG - +O p 7 T - 0 0 0 e 0 0 0 e o \ ^ A O tAn a y 0 c 77 J m gw a0y it Q� c(0 :n co wO�i w mw orn 5C, N -O O)co W y,w(A-4 V NO)O m n Cb)V AIVCLain OD V p d 7�m N N 000000 W OOG1cD n OA U 3 C O Fs Z A A A O� N A A A AAA cx N c `dG OON(OfO)OO)O) K M no ZOng ° y w m ° 10 r mctn00 m' co mnzZ0 O A r EAlo. 69 W d! diir1 2 Gi .�Ull W W N t0 tDWO"i-+gym O o-j ppppD�AW-4aCo-4o ��m0O N VANOOOUWiNON a CNo is o 00 0 o io 0 0 aD r (A lT W N 0fl(, W OOOCD d MOTORO�.A XTS 5000 PORTABLE Available Frequency: 764-870. MHz M Trunking Standards Supported • APCO Project 16 (3600 control channel) • APCO Project 25 (9600'control channel) , Systems Configurations Copoble of the following: SmartZone, SmartZone.Omnilink, SMARTNETr`1 and Conventional System Configurations • ASTRO= 25 Trunked Operation Type 3 and 4 Encryption DVI-XL • DVP-XL DES, DES -XL, DES-OFB All Models. Available in a Ruggedized Version - (Standard Black & Public Safety Yellow) It Interchangeable, Display Labels For Easy Radio.Group Differentiation EmeryencyBed Construction Orange Publicsafety yellou Utility Blue ReflectiveSd.er Enhanced Audio Features Noise Reduction Software • Audio Gain Control Compatible with most XTS 3000"", XTS 35001r' and MTS 2000n,' Radio Accessories including' XTVA and Public Sate rcr hon M' o Safety Microphones Utilizes Windows -based Customer Programming Software (CPS) • Supports USB and RS-232 • Built in FUSHport"support Model 1 Offers basic features and functionality Model Ii Offers bit map display and navigation. keys for greater functionaiity Y Model III (shown) Offers bit map display, navigation keys; and alphanumeric keypad for furl use of features XTS 5000 PORTABLE FAMILY XTS 5000TIA PROJECT 25 DIGITAL RADIO FUTURE ENHANCEMENTS (Preiiminory & Subject To Change) Other Frequency Bands Integrated Voice & Data (IV&D) Over The Air Rekeying (OTAR) 136-174 MHz (6V1) ��� "� � �O � Lithium Ion Smart Battery 380-470 MHz (5V1) • 10 hours 5/5/90 duty cycle • 450-520 MHz (5W) • Alphanumeric Text Service (ATS) • Wireless Application Protocol (WAP) Smart Battery Features* Type I Encryption• External IP data via USB or RS232 • Current battery capacity • Tracking of charge cycles ' ' ' IQ : ' ' ACCESSORIES 'Avorloble in d4pbymode& onry The wide range Of Motorola Original Accessories available for the XTS 5000 portable radio makes it easy to expand and customize the radio capabilities to 6t all business requirements. impres'm THE INTELLIGENT MOTOROLA PORTABLE RADIO ENERGY SYSTEM New smart technology extends talk time and battery fife, so your two-way radio is working when you need it impres batteries are charged and optimized to provide the greatest power during work shifts. The ImPres charger is actually three units in one: a rapid trkhemistry charger, conditioning charger and a reconditioner. Best of all, the impres batteries are covered under a 24 month capacitytworkmanship warranty when used with an impres charger. tfr BATTERIES • CHARGERS Batteries and chargers keep your radio fully functioning at all times SO you can rest assured your radio Is ready when you need it Batteries. are compatible with current XTS 3000, XTS 35W and MTS 2000 radio chargers. The CommPort Integrated MicrophoneA Receiver System utilizes some of the latest In voice processing technology, making it possible to hear and speak under the most adverse conditions. It contains a miniature microphone and receiver that comfortably and securely fastens to the eac it Is available with a variety of push -to -talk options. AUDIO ACCESSORIES Compatible with current XTS 3000, XTS 3500 and WM 2000 radio audio accessories. Headsets provide hands - free communication. Comfortable earpieces mute the radio speaker while channefing the audio directly to the operator's ear. 4 . , .•.I a Remote Speaker Microphones (RSM) offer the convenience of communication without having to remove the radio from the user's belt Public Safety Microphones (PSM) timmit and receive RF commurticat or►s througlift antenna located on the microphone. RSMs and PSMs include a 3.5mm ear jack to connect optional audio accessories for discrete communication. A variety of antennas are available to offer more flexibility in antenna size and transmit range. ,,CARRY CASES Carry cases protect the radio and hold it securely so that the operator's hands are free, improving safety and productivity. intelligence 0 everywhere" Motorola and tit sMized M logo are registered in Be U.S. Pal TM office. All other products Of N mach mproperly e of Wr respective owners. ® 2001 Motorola. Inc Printed in the U.SII This device has not been authorized as required by the rules of me Federal spec om wbiea to d-lie witaut notice. RC-110-2009AI Camnmirall= Corr.nission. Rk device a not and may not be, alle ed for sale or lease, or sold or leased. until atmortmtton is obtained. EXHIBIT M .... OFF- E?CfIIBIT B Motorola shall provide proof of insurance, including a standard certificate of insurance, with coverages that meet the requirement of the following Memorandum of Insurance. The Certificate of Insurance shall'state that the City of Vernon and its officers and employees are additional insureds on the policies and that the City shall be provided 30 days prior notice of cancellation or material reduction of coverage. MEMORANDUM OF INSURANCE PRODUCER THIS MEMORANDUM IS A MATTER OF INFORMATION ONLY. THIS AON RISK SERVICES, INC. OF ILLINOIS MEMORANDUM DOES NOT AMEND, EXTEND OR ALTER THE AON CENTER COVERAGES AFFORDED BY THE POLICIES BELOW. 200 EAST RANDOLPH STREET COMPANIES AFFORDING COVERAGE CHICAGO, ILLINOIS 60601 COMPANY A LIBERTY MUTUAL INSURANCE COMPANY DB/A Ann Risk Insurance Services of Illinois. CA License #0095623 INSURED COMPANY B LIBERTY MUTUAL FIRE INSURANCE COMPANY MOTOROLA INC. AND ITS SUBSIDARIES 1303 EAST ALGONGUIN ROAD COMPANY C LIBERTY INSURANCE CORPORATION SCHAUMBURG, IL 60196 COMPANY D COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUPCEDCY PAID CLAIMS. POLICY EFFECTIVE POLICY EXPIRATI OON CO DATE MM/DD/Y DATE MM/DD/YY LIMITS LTR TYPE OF INSURANCE NUMBER GENERAL A GENERAL LIABILITY 7/01/2003 7/012004 AGGREGATE $5,000,000 -Commercial General RG2-C41-005169-073 PRODUCTS - Liability COMP/OP AGG $5,000,000 -Occurrence PERSONAL & ADV INJURY $5,000,000 EACEDANIAGE OCCCE $5,000,000 FIRE(any re) $250,000 MED EXP (any one person) $10,000 COMBINED AUTOMOBILE SINGLE LIMIT $5,000,000 B LIABILITY AS2-C41-005169-013 (Domestic AT7/01/2003 BODILY INJURY All Other States) 7/01 /2004 r accident -Any Auto BODILY INJURY AS 1-C41-005169-023 (Ohio) r accident A PROPERTY DAMAGE AUTO ONLY GARAGE LIABILITY each accident OTHER THAN AUTO ONLY EACH ACCIDENT AGGREGATE EACH EXCESS LIABILITY OCCURENCE AGGREGATE WC Statu- C WORKERS COMP & WA7-C4D-005169-083 (Deductible) 7/01/2003 7/01/2004 tory limits EMPLOYER'S EL EACH LIABILITY WC7-C41-005169-093 (Retro) ACCIDENT $1,000,000 C EL DISEASE - POLICY LIMIT $1,000,000 EL DISEASE — EA EMPLOYEE $1,000,000 SUPPORTING DOCUMENTS s 1 EQUIPMENT PURCHASE AND PROFESSIONAL SERVICES 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 51 original hereof for all purposes, as of this 2. day of March, 2004, 6 in the City of Vernon, County of Los Angeles, California 7 BY AND BETWEEN THE CITY OF VERNON, a municipal corporation (hereinafter 8 referred to as "City") 9 4305 Santa Fe Avenue Vernon, CA 90058 10 AND MOTOROLA, INC., a Delaware 11 corporation (hereinafter (referred to as "Motorola") 12 6450 Sequence Drive 13 San Diego, CA 92121 14 RECITALS 15 WHEREAS, the City's Fire Department has requested the 16 purchase and installation of 46 Motorola XTS-5000 Portable Digital 17 Astro Radios with accessories (hereinafter collectively referred to as 18 the "Radios") to replace equipment that is outdated; and 19 WHEREAS, the City desires to upgrade its portable radios to 20 improve the effectiveness of its operation and enhance the services 211 provided to citizens, residents and businesses within the Vernon 22 community; and 23 WHEREAS, Motorola, through K.R. Nida Corporation (hereinafter 24 "Nida"), a vendor the City has used in the past,.has submitted a 25 quotation (referred to hereinafter as the "Quotation"), a copy of which 26 is attached hereto as Exhibit "A" and incorporated herein by reference; 27 and 28 WHEREAS, the Quotation specifies that the prices, discounts, 1 terms and conditions of the quotation are based upon Motorola's Los 2 Angeles County Contract #40856 which is valid through June 30, 2005; 3 and 4 WHEREAS, Motorola has advised the City that it can furnish 5 and install the Radios as set forth in the Quotation that meets the 6 City's needs, that it is qualified and capable of providing the Radios 7 and labor the City requires and is willing to do so on the terms and 8 conditions set forth below; and 9 WHEREAS, City desires to enter into an agreement with 10 Motorola to provide for the purchase, delivery, installation and 11 testing of the Radios. 12 NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET 13 FORTH HEREIN: 14 1• Scope of Services. 15 Motorola agrees to sell, deliver, and furnish the necessary 16 labor, training, materials, supplies, equipment, transportation and 17 supervision to install and test the Radios as set forth and described 18 in detail in the attached Exhibit "A" and to perform the services 19 outlined in the Quotation. In the event of a conflict between the 20 Quotation and this Contract, the terms of this Contract shall prevail. 21 2. Time of Performance. 22 Motorola's performance as identified herein shall commence 23 upon the full execution of this Contract and shall be performed 24 pursuant to a schedule to be established by the Fire Department. 25 Motorola's performance will be complete when all of the tasks set forth 26 in its Quotation are completed and acceptable to the City, unless 27 otherwise terminated or extended. 28 - 2 - 1 3. Price. 2 The City shall compensate Motorola for the actual services 3 performed on a time and material basis as set forth in its Quotation. 4 The total compensation shall not exceed Two Hundred Eleven Thousand 5 Five Hundred Twelve Dollars and Fifteen Cents ($211,512.15), 61 installation, shipping and tax included. 71 4. Method of Payment. 8 The City agrees to pay Motorola for the full amount of the 9 Radios within thirty (30) days after the City's testing and acceptance 10 of the equipment and the City's receipt of an invoice from Motorola. 11 Purchase orders shall be made out to Motorola and faxed to 12 Nida at (818) 957-0719 for processing. 13 5• Change and Extra Services. 14 City reserves the right to request changes in the equipment 15 design, delivery dates, or additions to or deletions from the equipment 161 Purchased from Motorola. All such changes shall be incorporated in 17 written change orders executed by City and Motorola and shall specify 18 the changes ordered and the adjustment of prices, delivery schedules 19 and warranties. Any equipment or services added under this section 201 shall be executed under all applicable conditions of this Contract. No 21 claim for additional compensation or extension of time shall be 22 recognized unless contained in a duly executed change order. 23 6. Cancellation/Default. 24 A. This Contract may be terminated by the City for its 25 convenience upon fifteen (15) days prior written notice and upon 261 payment of reasonable and proper termination charges, including, but 27 not limited to, all costs incurred or committed prior to the effective 28 date of notice of termination and all charges incurred by Motorola in - 3 - I connection with the termination, plus reasonable overhead and profit. 2 B. In the event that Motorola commits a breach of a 3 material condition of this Contract, the City shall notify Motorola in 4 writing of said breach and if Motorola has not cured or begun 5 reasonable efforts to cure after fifteen (15) days of receipt of said 6 notice, and fails to diligently pursue corrective action, then the City 7 shall have the right to cancel this Contract. Motorola shall be 8 responsible for any direct costs due to the City's re -procurement of. 9 the equivalent of the equipment or services cancelled from K.R. Nida. 10 7. Confidential Information. 11 A. Access to Confidential Information. The City may 12 provide Motorola and/or its subcontractor with, or allow Motorola 13 access to, certain information not available to the public concerning, 14 but not limited to the City, or businesses located in the City. The 15 information may include, but is not limited to, company information, 161 taxes, sales, value of assets, utility usage, or other such 17 information. All such information shall be known as "Confidential 18 Information" and may not be used to circumvent the responsibility of 191 either party to this Contract. 20 B. No Disclosure. Except as expressly permitted, Motorola 21 and/or its subcontractor shall not disclose, permit the disclosure of, 22 release, disseminate, or transfer, whether orally or by any other 23 means, any part of such Confidential Information to any other person or 24 entity, whether corporate, governmental, or individual, without the 251 express prior written consent of an authorized representative of the 26 City. Motorola and/or its subcontractor shall return any written 27 Confidential Information, and all copies made of such items, to the 28 City upon the City's written request, but in any event not later than - 4 - I the date that Motorola has performed all services to be performed 2 pursuant to this Contract. Motorola hereby agrees that such 3 Confidential Information and any documents provided may be used by 4 Motorola and/or its subcontractor only as authorized by the City. 5 Motorola shall include a contract provision in its contract with 6 subcontractors that binds the subcontractors to this non -disclosure 7 requirement. Motorola shall take reasonable measures to avoid any 8 disclosure of any such Confidential Information to any unauthorized 9 person. 10 C. Court Ordered Disclosure. Motorola shall immediately 11 notify the City of any court order or subpoena requiring disclosure of 12 Confidential Information, and shall cooperate with legal counsel in the 13 appeal or challenge of any such order or subpoena. Recipient may only 14 disclose Confidential Information required to be disclosed pursuant to 15 court order or subpoena after legal counsel has exhausted any lawful 16 and timely appeal or challenge. 17 D. Remedies. In addition to any other remedies that it may 18 have at law or in equity, the City shall be entitled to a temporary and 19 permanent injunction by a court of competent jurisdiction against any 20 breach or threatened breach of the Confidential Information provisions 21 of this Contract. Motorola acknowledges that in case of such breach or 221 threatened breach of said provisions, the City would have no adequate 23 remedy at law. 24 8. Warranties. 25 Motorola warrants title to the equipment purchased hereunder 26 and any part thereof to be free of any claim of any security interest, 27 lien or any encumbrance. Motorola also warrants that the equipment 28 will be delivered new and shall be free from defects in material and - 5 - 11 workmanship for the warranty period of twelve months from operation. 2 All manufacturers' warranties provided by Motorola, and any other 3 warranties typically provided by Motorola or made applicable by law 4 shall apply to the parts and labor provided by hereunder. THESE 5 WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE RADIOS PROVIDED UNDER 61 THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA 7 DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, 8 INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND 9 FITNESS FOR A PARTICULAR PURPOSE. 10 9. Compliance with Laws. 11 Motorola shall strictly observe and comply with all 12 applicable federal, state, and local laws, ordinances and regulations 13 governing this sale, including but not limited to any permit or license 14 requirements of the United States Department of Commerce, as well as 15 any laws of the United States of America. 16 10. Governing Law. 17 The validity, interpretation and performance of this Contract 18 shall be controlled and construed under the laws of the State of 19 California. 20 11. Forum Selection. 21 Any action brought relating to this Contract shall be brought 22 and held exclusively in a State Court in the County of Los Angeles, 231 California. 24 12. Notices. 25 Notices to the parties, unless otherwise requested in 26 writing, shall be sent to: 27 28 - 6 - City: THE CITY OF VERNON I ATTN: BRUCE V. MALKENHORST- 2 CITY ADMINISTRATOR 4305 SANTA FE AVENUE 3 VERNON, CA 90058-0805 4 Motorola: MOTOROLA, INC. 5 ATTN: VICE PRESIDENT SALES 6450 SEQUENCE DRIVE 6 SAN DIEGO, CA 92121 7 13. General Provisions. 8 A. Independent Contractor. 9 At all times during the term of this Contract, Motorola shall 10 be an independent contractor and shall not be an employee of City. 11 City shall have the right to control Motorola only insofar as the 12 results of Motorola's services rendered pursuant to this Contract; 13 however,' City shall not have the right to control the means by which 14 Motorola accomplishes services rendered pursuant to the Contract except 151 to the extent that such services involve the use of City property or 16 Confidential Information. 17 B. Motorola Not Agent. 18 Except as City may specify in writing, Motorola shall have no 19 authority, express or implied, to act on behalf of City in any capacity 201 whatsoever as an agent. Motorola shall have no authority, express or 21 implied, pursuant to this Contract to bind City to any obligation 22 whatsoever. 23 C. Limitation of Liability. 24 This limitation of liability provision shall apply 25 notwithstanding any contrary provision in this Agreement. Except for 26 personal injury or death, Motorola's total liability, whether for 27 breach of contract, warranty, negligence, strict liability in tort, 28 indemnification, or otherwise, will be limited to the direct damages - 7 - 1 recoverable under law, but not to exceed the price of the Radios with 2 respect to which losses or damages are claimed. ALTHOUGH THE PARTIES 3 ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT 4 MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; 5 LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR 6 OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY 7 WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE 8 `RADIOS, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS 9 AGREEMENT. This limitation of liability will survive the expiration or 10 termination of this Agreement. No action for breach of this Agreement 11 or otherwise relating to the transactions contemplated by this 12 Agreement may be brought more than one (1) year after the accrual of 13 such cause of action, except for money due upon an open account. 14 D. Insurance. 15 Motorola agrees to provide insurance in the amounts and forms) 16 specified in Exhibit "B," which is attached hereto and made a part 17 hereof by reference. Comparable coverage shall be provided for each 18 subcontractor used in the performance of this Contract. Motorola shall 19 submit to City documentation indicating compliance with these minimum 20 requirements no less than one (1) day prior to the beginning of 211 performance under this Contract. Motorola shall not commence 22 performance of its services under this Contract until the above 23 insurance has been obtained and proof of insurance has been filed with 24 and approved by City. 25 E. Entire Agreement. 26 This Contract constitutes the complete and final expression 27 of the agreement of the parties and is intended as a complete and 28 exclusive statement of the terms of their agreement and supersedes all - 8 - 1 prior and contemporaneous offers, promises, representations, 2 negotiations, discussions, communications and agreements which may have 3 been made in connection with the subject matter hereof. All exhibits 4 are incorporated by reference. Motorola represents that in entering 5 into this Contract it has not relied on any previous representations or 6 understandings of any kind or nature. 7 F. Partial Invalidity. 8 Wherever possible, each provision hereof will be interpreted 9 in such manner as to be effective and valid under applicable law, but 10 in case any one or more of the provisions contained herein will, for 11 any reason, be held to be invalid, illegal or unenforceable in any 12 respect, such provision will be ineffective to the extent, but only to 13 the extent of such invalidity, illegality or unenforceability without 14 invalidating the remainder of such provision or provisions or any other 15 provision hereof, unless such a construction would be unreasonable or 16 contrary to the parties' intent as expressed in this Contract.. 17 G. Risk of Loss. 18 Title and risk of loss or damage shall pass to City and 19 delivery shall be deemed to be complete upon delivery FOB 4305 Santa Fe 20 Avenue, Vernon, California. 21 H. Benefit of Agreement. 22 This Contract shall bind and benefit the parties hereto and 23 their heirs, successors, and permitted assigns. 241 I. Force Majeure. 25 Neither party shall be considered to be in default in any of 26 its obligations under this Contract when a failure of performance shall 27 be due to an uncontrollable force. The terms "uncontrollable force" 28 shall mean any cause beyond the control of the party affected, - 9 - 1 including, but not restricted to, flood, earthquake, storm, fire, 2 lightening, epidemic, war, riot, civil disturbance or disobedience, 3 labor dispute, labor material shortage, sabotage, federal, state, or 4 municipal action, statute, ordinance, or regulation, embargoes or the 5 United States Government or any other government, which by exercise of 6 due diligence such party could not reasonably have been expected to 7 avoid and by exercise to due diligence has been unable to overcome. 8 Either party rendered unable to fulfill any of its obligations under 9 this Contract by reason of an uncontrollable force, shall give written 10 notice within five (5) business days of such fact to the other party 11 and shall exercise due diligence to remove such inability with all 12 reasonable dispatch. 13 J. Waiver. 14 Any waiver at any time by either party of its rights with 15 respect to a default under this Contract, or with respect to any other 16 matters arising in connection with this Contract, shall not be dee;Md a 17 waiver with respect to subsequent default or other matter. 181 K. Amendment. 19 All changes or modifications to this Contract shall be in a 20 writing stating that it is an amendment to this Contract and shall be 21 signed by both parties or their duly authorized agents. This Contract 22 shall not be modified through course of dealing, usage or trade. 23 L. Attorneys' Fees. 24 In the event that it becomes necessary for either party to 25 this Contract to enforce any of the provisions of this Contract, the 26 parties agree that a court of competent jurisdiction may determine and 27 fix reasonable attorney's fees to be paid to the successful litigant. 28 - 10 - 1 2 3 4 5 6 7 8 9 10 11, 121 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 IN WITNESS WHEREOF, the parties have caused this Contract to be executed by and through their authorized officers on the date, month n and year first written above. CITY OF VERNON By: LEONIS C. MALBUR , Mayo ATTEST: BRUCE V. MALKENHORST, City Clerk APPROVED AS TO FORM: ERIC T-TRESCH City torney • •-•INC. , LS .Q: _ a- r r A//fe— A- rvo6c 7'EL-` REVIEWED AND APP'43OVF-D 7T ) FOFik�t# DAVID LITTLE DATE MOTOROLA CONTRACTS AND COMPLIANCE DEFT -, a m n 0 3 m a 0 C) CA .96co m Z a m e = -s to ? O m a so a � as obi mmka?ogk?m-v a���aa O o Smaa Sac a s aSui-m C F oLO m <'cOa3n� j mN . oci �Qo, a mnCD a&o wa'2oSoas � o �o tsa m m `° OE Er 0 �� c -0.c pa i Do-.3m ; O o m -nim o 3� o O(''' N 3 3 m ce cego 0 saws c A m<�aacla �v ape <_?w O m��Q38' Qa3?0& me c 3 ° pomam�; �Z MYs§dv am9Q a° o D m m -n �► m a co a O a V a a Q r £ a CO co 33� g m b ago c clip •< Cl � g 3 O m a�+3 m 0. S n g a coa �Vk c.o S�v ado m �m CA �2 0.0 O Fr a a $ o m N a m a 0 o o .0 o o 3 O a a m > > Q �2�0 c c .0 w a 0 a m O EL a �m s� c � c N 7 (A CDm 4 Z (x O1 a o a NOT 9 cno < °'° wok m 0o Z 3 0, 3 to a d m to m> ():0 f>°°omD ' m,3 �co-nO >$ o ° oo ; "� �• O c co a m m -N► < 7 '0 5 3 c co <�=' w A S 0 O QQ n�O ti 0 0 0 A ai3N oo� o A /n 3 A3 �=OAg m to O O � C 4 mD O rV 01 O -0 DCrm R m CO) m A XTS 5000 PORTABLE nrnn jnv5i Nib 3000.-, XTS 35007t.11 and MTS 2000`�' Radio Accessories Including XTVA and Public Safety Microphones Utilizes Windows -based Customer. Programming Software (CPS) • Supports USB and RS-232 Built in FLASHport °support Modell offers basic features an^ fu^ct cnaiity Model If Offers bit map display and navy gat.on keys for greater functicna;iCy Model 111 (shown) - Offers bit map display, navigation keys, and alphanumeric keypad for full use of features �`. XTS 5000 PORTABLE FAMILY intelligence ® everywhere' a ' 5ooOTMXTS PROJECT 25 DIGITAL RADIO FUTURE ENHANCEMENTS (Preliminary & Subject To Change) Other Frequency Bands integrated Voice & Data (IV&p) Over The Air Rekeying (OTAR) • 136-174 MHz (6W) (-v Integrated with the AM 25 • 38OA70 MHz (5W) t'khg system) Lithium Ion Smart Battery • 450-520 MHz (5W) • Alphanumeric Text Service (ATS) • 10 hours 5/5/90 duty cycle Type I En • Wireless Application Protocol (WAP) Smart Battery Features' Encryption • External IP data via USB or RS232 • Current battery capacity • Tracidng of charge cycles ACCESSORIES 'Avolable in cbpbymodeb o* The Wide ow d M torola Orijkw kmssones available for the XTS 5000 portable radio makes it easy to expand and customize the radio§ capabilities to fit all business requirements. • • . , ELWOlelfil-JINF, . New smart technology extends talk time and battery life. so your two-way radio is working when you need It impres batteries are charged and optimized to provide the greatest power during work shifts. The impres charger is actually three units in one. a rapid bi-chemkstry charger, conditioning charger and a reconditioner. Best of all, the impres batteries are covered under a 24 month capacity/wodwUnship warranty when used with an kmpres charger. Batteries chrs ra radio fully functioning a tines so You can rest assured your rots ready when you creed it Batteries. are cornpabble with current XTS 3000S 35M and MTS 2000 radio chargers. The CommPort Integrated Microphone Receiver System utilizes some of the latest in voice processing technology, making it possible to hear and speak under the most adverse conditions. It contains a miniature microphone and receiver that comfortably and securely fastens to the ear. It Is available with a variety of push -to -talk options. intelligence eft Wind M bpo are registered in ft U.S. Pat TM office. All dw products or u0" d 9& respective owners. 0 2001 Ati SPA b dow wow � q . 11 0-mm. in the U.SA AUDIO Compatible with current-- XTS 3000, XTS 3500 and MM 2000 radio audio accessories. Headsets provide hands - free communkcation. Comfortable earpieces mute the radio speaker while channeling the audio directly to the operator's ear. 4 Remote Speaker WOophones (RSM) offer the convenience of cornmurwcation without having to remove the radio from the users belt. Public Safety Mkxophones (PSM) transmit and receive RF corrimururabonslocated on the tirniopfi'tne an�nria � and PSMs include a 3� to connect optional audio accessories for discrete communkation. A variety of antennas are available to offer more flexibility in antenna size and transmit range. CARRY CASES Carry cases protect the radio and hold it securely so that the operators hands are free, improving safety and productivity. everywhere" ft device has rai been arGmdred as required by tine mks d ere Federal commrmiratiorrs cmaissim orris deride is not and may nd be, d w br We or kale, or said or leased, um7 ardarbAw is obbb ed. EXHIBIT B Motorola shall provide proof of insurance, including a standard certificate of insurance, with coverages that meet the requirement of the following Memorandum of Insurance. The Certificate of Insurance shall state that the City of Vernon and its officers and employees are additional insureds on the policies and that the City shall be provided 30 days prior notice of cancellation or material reduction of coverage. MEMORANDUM OF INSURANCE PRODUCER AON RISK SERVICES, INC. OF ILLINOIS THIS MEMORANDUM IS A MATTER OF INFORMATION ONLY. THIS MEMORANDUM DOES NOT AMEND, EXTEND OR ALTER THE AON CENTER COVERAGES AFFORDED BY THE POLICIES BELOW. 200 EAST RANDOLPH STREET COMPANIES AFFORDING COVERAGE CHICAGO, ILLINOIS 60601 COMPANY A LIBERTY MUTUAL INSURANCE COMPANY DB/A Aon Risk Insurance Services of Illinois. CA License #0095623 INSURED MOTOROLA INC. AND ITS SUBSIDARIES COMPANY B LIBERTY MUTUAL FIRE INSURANCE COMPANY COMPANY C LIBERTY INSURANCE CORPORATION 1303 EAST ALGONGUIN ROAD SCHAUMBURG, IL 60196 COMPANY D COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MM/DD/Y POLICY EXPIRATION DATE MM/DD/YY LIMITS A GENERAL LIABILITY -Commercial General Liability -Occurrence RG2-C41-005169-073 7/01/2003 7/01/2004 GENERAL AGGREGATE $5,000,000 PRODUCTS- COMP/OP AGG $5,000,000 PERSONAL & ADV INJURY $5,000,000 EACH OCCURENCE $5,000,000 FIRE DAMAGE (any one fire) $250,000 MED EXP B AUTOMOBILE LIABILITY -Any Auto AS2-C41-005169-013 (Domestic Auto- All Other States) 7/01/2003 7/01/2004(per (any one person) COMBINED SINGLE LIMIT $10,000 $5,000,000 BODILY INJURY accident AS1-C41-005169-023 (Ohio) BODILY INJURY A r accident PROPERTY DAMAGE GARAGE LIABILITY AUTO ONLY each accident OTHER THAN AUTO ONLY EACH ACCIDENT AGGREGATE EXCESS LIABILITY EACH OCCURENCE AGGREGATE C C WORKERS COMP & EMPLOYER'S LIABILITY WA7-C4D-005169-083 (Deductible) WC7-C41-005169-093 (Retro) 7/01/2003 7/01/2004 WC Statu- tory limits EL EACH ACCIDENT $1,000,000 EL DISEASE - POLICY LIMIT $1,000,000 EL DISEASE — EA EMPLOYEE $1,000,000