Resolution No. 8401f
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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1equipment that is outdated; and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
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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
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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
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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
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EXHIBIT
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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
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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
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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
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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
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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
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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
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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
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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,
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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
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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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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
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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