Resolution No. 8643
24
~
1
RESOLUTION NO. 8643
2
3
4
5
6
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 twelve (12) Portable Digital Astro XTS5000 radios with
7
8
9
software, accessories and two (2) year warranty (collectively referred
to as the "Radios") to be placed on all front line apparatus and the
10
Command vehicle; and
11
12
13
14
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
15
16
17
18
19
20
21
22
23
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 December 1, 2004, the Finance Committee
considered the recommendation of Bruce V, Malkenhorst, Director of
Finance, dated November 24, 2004, that the Radios be purchased from
Motorola, through the Nida Corporation; and
25
26
WHEREAS, the City Council of the City of Vernon has
27
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
28
1 purchase of the Radios to enhance services provided to the Vernon
2 community.
3 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
4 CITY OF VERNON AS FOLLOWS:
5
SECTION 1:
The City Council of the City of Vernon hereby
6 finds-and determines that the recitals contained hereinabove are true
7 and correct.
8
SECTION 2:
The City Council of the City of Vernon hereby
9 approves the Equipment Purchase and Professional Services Contract
10 with Motorola, Inc" in substantially the same form as the copy which
11 is attached hereto as Exhibit A and incorporated by reference.
12
SECTION 3:
The City Council of the City of Vernon hereby
13 authorizes the Mayor to execute said Contract for, and on behalf of,
14 the City of Vernon and the City Clerk is hereby authorized to attest
15 thereto.
16
SECTION 4:
The City Council of the City of Vernon hereby
17 directs the City Clerk, or his designee, to send one fully executed
18 Contract to:
19
20
Motorola, Inc.
Attn, David Little, Contracts Manager
6450 Sequence Drive
San Diego, CA 92121
21
22
23
/ / /
/ / /
/ / /
/ / /
/ / /
/ / /
/ / /
24
25
26
27
28
- 2 -
1
SECTION 5:
The City Clerk of the City of Vernon shall
2 certify to the passage of this resolution, and thereupon and
3 thereafter the same shall be in full force and effect.
4 APPROVED AND ADOPTED this 19th day of January, 2005.
5
6
~/~'
LEONIS C, MALB RG, May r
7
8
9
10 ~
ATTEST:
11 BRUCE V. MALKENHORST, City Clerk
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
- 3 -
1 STATE OF CALIFORNIA
2
COUNTY OF LOS ANGELES
8 2005, and
9 Vernon.
10
11
12
13 ( SEAL)
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
ss
A
/~
BRUCE V. MALKENHORST, City Clerk
- 4 -
EXHIBIT
A
1
2
EQUIPMENT PURCHASE AND PROFESSIONAL SERVICES CONTRACT
3 THIS CONTRACT is made, entered into and executed in duplicate
4 originals, either copy of which may be considered and used as the
5 original hereof for all purposes, as of this 19th day of January, 2005,
6 in the City of Vernon, County of Los Angeles, California
7
BY AND BETWEEN
THE CITY OF VERNON, a municipal
corporation (hereinafter
referred to as "City")
4305 Santa Fe Avenue
Vernon, CA 90058
8
9
10
AND
MOTOROLA, INC., a Delaware
corporation (hereinafter
(referred to as "Motorola")
6450 Sequence Drive
San Diego, CA 92121
11
12
13
14
RECITALS
15
16
WHEREAS, the City's Fire Department has requested the
purchase of twelve (12) Portable Digital Astro XTS5000 radios with
17
software, accessories and two (2) year warranty (hereinafter
collectively referred to as the "Radios") to be placed on all front
18
19
line apparatus and the Command vehicle; and
20
21
22
WHEREAS, the purchase of the Radios will improve the
effectiveness of the Fire Department's operation and enhance the
services provided to citizens, residents and businesses within the
23
Vernon community; and
24
WHEREAS, Motorola, through K.R. Nida Corporation (hereinafter
25
"Nida"), a vendor the City has used in the past, has submitted a
26
quotation (referred to hereinafter as the "Quotation"), a copy of which
27
is attached hereto as Exhibit A and incorporated by reference; and
28
WHEREAS, the Quotation specifies that the prices, discounts,
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
terms and conditions of the quotation are based upon Motorola's Los
Angeles County Contract #40856 which is valid through June 30, 2005;
and
- 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
as the parties may agree,
3. Price.
The City shall compensate Motorola for the actual equipment
purchased under the Quotation. The total compensation shall not exceed
Thirty-Six Thousand Eight Hundred Seventy Dollars and Nineteen Cents
($36,870.19), which includes tax and freight.
4, Method of Payment.
The City agrees to pay Motorola for the full amount of the
Radios within thirty (30) days after the City's testing and acceptance
of the equipment and the City's receipt of an invoice from Motorola,
Purchase orders shall be made out to Motorola and faxed to
Nida at (818) 957-0719 for processing.
Motorola shall be responsible for paying any subcontractors
used in the performance of this Agreement. Subcontractors shall not
bill the City directly.
5. Change and Extra Services,
City reserves the right to request changes in the equipment
or additions to or deletions from the equipment purchased from
Motorola. All such changes shall be incorporated in written change
orders executed by City and Motorola and shall specify the changes
ordered and the adjustment of prices, delivery schedules and
warranties, Any equipment or services added under this section shall
be executed under all applicable conditions of this Contract. No claim
for additional compensation or extension of time shall be recognized
unless contained in a duly executed change order,
6, Cancellation/Default.
A. This Contract may be terminated by the City for its
convenience upon fifteen (15) days prior written notice and upon
- 3 -
1 payment of reasonable and proper termination charges, including, but
2 not limited to, all costs incurred or committed prior to the effective
3 date of notice of termination and all charges incurred by Motorola in
4 connection with the termination,
5 B. In the event that Motorola commits a breach of a
6 material condition of this Contract, the City shall notify Motorola in
7 writing of said breach and if Motorola has not cured or begun
8 reasonable efforts to cure after fifteen (15) days of receipt of said
9 notice, and fails to diligently pursue corrective action, then the City
10 shall have the right to cancel this Contract. Motorola shall be
11 responsible for any clirect costs due to the City's re-procurement of
12 the equivalent of the equipment or services cancelled from Motorola.
13 7. Confidential Information,
14 A. Access to Confidential Information. The City may
15 provide Motorola and/or its subcontractor with, or ~llow Motorola
16 access to, certain information not available to the public concerning,
17 but not limited to the City, or businesses located in the City. The
18 information may include, but is not limited to, company information,
19 taxes, sales, value of assets, utility usage, or other such
20 information. All such information shall be known as "Confidential
21 Information" and may not be used to circumvent the responsibility of
22 either party to this Contract.
23 B, No Disclosure, Except as expressly permitted, Motorola
24 and/or its subcontractor shall not disclose, permit the disclosure of,
25 release, disseminate, or transfer, whether orally or by any other
26 means, any part of such Confidential Information to any other person or
27 entity, whether corporate, governmental, or individual, without the
28 express prior written consent of an authorized representative of the
- 4 -
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
City. Motorola and/or its subcontractor shall return any written
Confidential Information, and all copies made of such items, to the
City upon the City's written request, but in any event not later than
the date that 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 su~h 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
- 5 -
- 6 -
1
12. Notices.
2 Notices to the parties, unless otherwise requested in
3 writing, shall be sent to:
4 City:
5
6
THE CITY OF VERNON
ATTN: BRUCE V. MALKENHORST
CITY ADMINISTRATOR
4305 SANTA FE AVENUE
VERNON, CA 90058-0805
7
8
9
10
Motorola:
MOTOROLA, INC.
ATTN: VICE PRESIDENT SALES
6450 SEQUENCE DRIVE
SAN DIEGO, CA 92121
11
12
13
13, Gener~l Provisions,
A, Independent Contractor.
At all times during the term of this Contract, Motorola shall
14
be an independent contractor and shall not be an employee of City,
15
City shall have the right to control Motorola only insofar as the
16
results of Motorola's services rendered pursuant to this Contract;
17
however, City shall not have the right to control the means by which
18
Motorola accomplishes services rendered pursuant to the Contract except
19
20
to the extent that such services involve the use of City property or
Confidential Information.
21
B.
Motorola Not Agent.
22
23
Except as City may specify in writing, Motorola shall have no
authority, express or implied, to act on behalf of City in any capacity
24
whatsoever as an agent. Motorola shall have no authority, express or
25
implied, pursuant to this Contract to bind City to any obligation
26
whatsoever,
27
C.
Limitation of Liability.
28
This limitation of liability provision shall apply
- 7 -
1 notwithstanding any contrary provision in this Agreement, Except for
2 personal injury or death, Motorola's total li~bility, whether for
3 breach of contract, warranty, negligence, strict liability in tort,
4 indemnification, or otherwise, will be limited to the direct damages
5 recoverable under law, but not to exceed the price of the Radios with
6 respect to which losses or damages are claimed. ALTHOUGH THE PARTIES
7 ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT
8 MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE;
9 LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR
10 OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY
11 WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE
12 RADIOS, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS
13 AGREEMENT. This limitation of liability will survive the expiration or
14 termination of this Agreement, No action for breach of this Agreement
15 or otherwise relating to the transactions contemplated by this
16 Agreement may be brought more than one (1) year after the accrual of
17 such cause of action, except for money due upon an open account.
18 D, Insurance.
19 Motorola agrees to provide insurance in the, amounts and forms
20 specified in Exhibit B, which is attached hereto and incorporated by
21 reference. Comparable coverage shall be provided for each
22 subcontractor used in the performance of this Contract. Motorola shall
23 submit to City documentation indicating compliance with these minimum
24 requirements no less than one (1) day prior to the beginning of
25 performance under this Contract. Motorola shall not commence
26 performance of its services under this Contract until the above
27 insurance has been obtained and proof of insurance has been filed with
28 and approved by City.
- 8 -
1 E. Entire Agreement.
2 This Contract constitutes the complete and final expression
3 of the agreement of the parties and is intended as a complete and
4 exclusive statement of the terms of their agreement and supersedes all
5 prior and contemporaneous offers, promises, representations,
6 negotiations, discussions, communications and agreements which may have
7 been made in connection with the subject matter hereof. All exhibits
8 are incorporated by reference. Motorola represents that in entering
9 into this Contract it has not relied on any previous representations or
10 understandings of any kind or nature.
11 F. Partial Invalidity.
12 Wherever possible, each provision hereof will be interpreted
13 in such manner as to be effective and valid under applicable law, but
14 in case anyone or more of the provisions contained herein will, for
15 any reason, be held to be invalid, illegal or unenforceable in any
16 respect, such provision will be ineffective to the extent, but only to
17 the extent of such invalidity, illegality or unenforceability without
18 invalidating the remainder of such provision or provisions or any other
19 provision hereof, unless such a construction would be unreasonable or
20 contrary to the parties' intent as expressed in this Contract,
21 G. Risk of Loss.
22 Title and risk of loss or damage shall pass to City and
23 delivery shall be deemed to be complete upon delivery FOB 4305 Santa Fe
24 Avenue, Vernon, California,
25 H. Benefit of Agreement.
26 This Contract shall bind and benefit the parties hereto and
27 their heirs, successors, and permitted assigns,
28 I I I
- 9 -
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
I. Force Majeure.
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 "uncontrollableforceH
shall mean any cause beyond the control of the party affected,
including, but not restricted to, flood, earthquake, storm, fire,
lightening, epidemic, war, riot, civil disturbance or disobedience,
labor dispute, labor material shortage, sabotage, federal, state, or
municipal action, statute, ordinance, or regulation, embargoes or the
United States Government or any other government, which by exercise of
due diligence such party could not reasonably have been expected to
avoid and by exercise to due diligence has been unable to overcome.
Either party rendered unable to fulfill any of its obligations under
this Contract by reason of an uncontrollable force, shall give written
notice within five (5) business days of such fact to the other party
and shall exercise due diligence to remove such inability with all
reasonable dispatch.
J. Waiver.
Any waiver at any time by either party of its rights with
respect to a default under this Contract, or with respect to any other
matters arising in connection with this Contract, shall not be deemed a
waiver with respect to subsequent default or other matter.
K. Amendment.
All changes or modifications to this Contract shall be in a
writing stating that it is an amendment to this Contract and shall be
signed by both parties or their duly authorized agents. This Contract
shall not be modified through course of dealing, usage or trade,
/ / /
- 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
L, Attorneys' Fees.
In the event that it becomes necessary for either party to
this Contract to enforce any of the provisions of this Contract, the
parties agree that a court of competent jurisdiction may determine and
fix reasonable attorney's fees to be paid to the successful litigant,
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. FRESCH, City Attorney
CITY OF VERNON
By:
LEONIS C. MALBURG, Mayor
MOTOROLA, INC.
By:
Title:
By:
Title:
- 11 -
EXHIBIT
A
11/08/2004 09:19 FAX 323 581 7924
2;
c.. ~ ~~ ~ l\J ...
III .......-
n
0 0 ~~ "1J "1J "1J
3 ~ ::i. t\) c:
'C <' ~_iii n ~ a
III (\) (\) '::T
::J -< :::J :::J ~ co IIJ
~l '!=l":< ;;} a In
<I> ttl
n "'0 3 ;'0
::r co
lTl ~ 3d
c, 0' fJl
c: Po- ~ (II CD
if .. ~
c:
o?f
;9
lD
Ql
"'0 =.i; }>-o <I> s: n }> fJl " "tl
IIJttl=@::roo=:;:rQ:j_
::1 CD C, -'....:::J '0"6"'< 111
Cfi "'co]:g o::r::!..-o:3 I:
11<>-=-,.".a III 0 CD CD Gl
o<:o.-'-SlCDCl.:::J
}>_CD o-/Q 1lI__.CIl' -3
g ~-<'< iii'lIl "':"''''Oiii'lll
CD iii'~~e-it~!!l~ g.i:'
~nCD6"i;!aC:~3CD'a
Ollla'~ C" (\)...C
-< -< m -;5, lIJa ;!.'!" ~ ~ {1
~ Q. ill III IIJ ==8 to ::r ;;J'
co3CD,-.,IIJc:;:!ic.. t\)5'1lI
- -':::1 Q:j :::J ~ III
r.n ~o Q."'O:::!; o.Ul t>1CD
~CD311),9)IISClla:30o
.....-< -0.....::1 toaO lU fit..
:J~ig.2~.p;l g.-< i
C/)ifjo.Cl.~ln _. !Ii;
6'fJl!llo::;-....~;.f3'~
~oOCD....lTl'<O....~CIlD
.......c: ....::rlO.CD UltJ> 0'" I:
~oil1l '::TJ!! 11).0 -4:7::
~iii s--.... 5..cOttlO
=.i;Q.)JiSQa'IIJ5a.;:OCD3:
CD [001113 =-~o-g 0
lP --i<ll ijj--O 0 r-'-4
","0 O. (':I ::l':!.::J)>"'O 0
"'?E;:O(j)~(DglU ~;:u
-<agll}filiil :::10
~a5(5'lir~0' =r-
:::IoQ.woCDlU CIlJ>
a.!!l.C/) o._~ 8L g:.>
~3i~g,~g,Q. -cZ
~~:g3i-6'~g 'go
~ i 5"-< i g s: Q. ~
<: lrl<:::I::1o ::;-><
CDOa:lU....iirl:i 0
-<d3?g,Cl.a 3-10
-.CDmo"",__ 0
O=-':::Jttl;;T:::JCl). c",
;;OQ~co~C/) ~;:u
... ....0. :;:! <IIoOm 0 '0 !!:!..,.
.... Iii -, 0 .. :;
Q)~___S....r.n 6'0
r:1'o -0 '<' (ii' 'C3 lit}> :::I,. )10
~ - - ::J::3 m
3i.'~ ~ d gj ~ ~ ~ ~
~fJl~tof1'::a; 5'Qo
D!!!'1lI0 ;::;:1Il O;~
a.:::J-o:::J, ::r0 S,aa
f5COL)ce. 00 Q.cg
r;r=(3:::J cC: CUI
3 x t\) ...::J ~ ";'4
II)CD3:::J a~ :0;:0
iiJ3lUQ. c:8 <II....
J>.IIlCii'€l :::J::J ~co
(.71'<'<'1;) -<!"- 'TI
c, Cl) C n a3 0)0
lIlo.':"~ oU ~...
'<o....-:::J ....
IIlCOUl -'It: C:-a
"Oc,:!. ~~ :~
Q'1Il:g !""CQ 0.0
lU~5' OJ t\)o
;:)'co fJl tnm
III 0 O!:ftJ)
8: 6f 5;i~!!!
;::;: ti3 In mZ
0' ttl l5i iilG)
:::J (/) =:-
!!1.. lD '"
iii
a
r-
o
III
)>
~
(Q
CD
CD
'"
n
o
c
:::J
~
(')
o
=.
..,
III
a
-a
o
tl
o
III
!!!.
s;:
()
()
0
:::J
.......
OJ
(')
~
'1J
c:
a
::T
III
(/)
Q)
(/)
I
en
III
m
(/)
--I
(I)
..."
3
tJ)
III
:::J
c..
0
0 .
:::J
C.
;:;:
c5'
::J
fIJ
-f
o
~
r-
m
I:)
." c:
:v -
am ;;
-i~;:m
>....)(z
r. -. .. :'J
~ ~
~ !~~
'(:Q~CxlO
...,NOW
OCg-..J.l>.
~ oO;,j,,,
coooc"C)
CITY ~F Vf:~ON
.. JLEHR
. ~
-t.~~-:io~~ ~
ur.,..WN....C1CC1~....C7)(J)~WN.....
zZJ:O:r::r:O:r:
5::ZCX>(o).l>.~N""
Z-400 co COOJ",", co
Q)zOJwco ....c
....~;;I] (')
co"'"' C 'TI
(O)~ G> co
.... 0 '1J
~
Z
;:tI(/)m)>~)>m"1JCD
m~ztf-loz:og
5::;:o:t:....OJ:;;I]=:
~ml\JAJAJ(')cni!::c
mAJ~~~O~~f'I
~~~(j)(j)~-:fm~
m(j):;C~gJm:iE!2tJ)
~m~NN~1;~~
m!2"'Ommom);!C1
;:o~;:oooz}>,o
s:om~af:(:>-a
O:Z:(/)!:C(/)~~~o
im;~fi380AJi!~
......::us:::z....O tuM
"1l<....G)m"1Jxr-~
S:O-..J S:m(jfm~
....mo. <I>;O()t~""
O:"'O~ o~g ~
or-}> ~-o
S:~:t: <:g,;""o
:i> [D )> (o)CIJ
:r: }> :;Il <
[D :! m ~
~ m -f
-I:;Il -I
iii -<
~ ~
z
2!
"'"'
,
i:
:::::j
m
o
'X'
-
_ __ l\J
~~~~l\JCg ...
~~ffl~gg~&l
i-;,ooooooo
010000000
~ Nl\Jl\J l\J
...J.:b-P:-~:--,,~-lo
.l>.OOOOc....o
'#.'#.'#.'#.'$.$'$.'$.
~
.w~(If_~~ :::
~~~~~~~~
o,""o:"'cnbbi>>
....ooc.aOOOl\J
....a.-1l.~...................._
NNNl\Jl\Jl\Jl\Jl\J
I
~ -~ ~
~~(,I)G4!'J_"" P
~t~.t~&l~~
OQ)OOlO~O""
j,.j,.benoooOo
0:>0001000....
2::
o
~
r-
..,
"tIs=;::m
iSoo..o
lDooS.
8laa1;l
O'iii"iii'~
~s:s:~
mil) II) 0
a::1:JeD
C C III
"tI ii3' iil' Q
con -.
~ c; c"O
g.iiiiig:
m C/) C/) R
cocnAJ
OmeD
a. i~
!1lAJ
Ul lD
~1J
~ Od5 -
C':l)>(")
C ::: c:
tIJ :::J '"
0"" a
3 3
III <II
~ ...,
~
a.
iil
CII
fI!
Z
III
3
~
cnO:l3:^^"C<!::'TI<
II) llo 0 'P. ;U 0 CD ~ - (II
:::101...< ::1.30;..,
OO~ 5:~1I) 0 C1l:::!:g
-. en 0 ..... c.. ~::J U)fQ ::J
(I)(I)iil~l>>eD" I>>::T
10 .0 ....... ::I ... 'TI
o C :;-zO::o~_._,
- (1)....-.011).....1>>.,..
O::J~Q....,a.(D"T10CD
)>~ 11)"8 o'g(l) il;r
~ 0 ~,H1 en ~cQ"tJ
.....~. Oc:c;JJ(I)'lJ1lI
N< ::J-' ::JQ):l
....Qj '03 1:::3
(I) -'CD
(I) CD :s
a .,,.,..
t::
en
--3
'"C
~
n
tll
."....t"""rj
"" a>-'
a' Q:o g
5'~ga
Noa-~
c: .
l/QO
:;ro
.. ~
:::
tD
~
'It::
o
~.
=.
~
::r
..
g.
'"C
::I,
n
(0
~~
15m
o
o
VI
~
>-<
~
ti'l
d
g
::a:::
rn>
-a'Vza:
::u::aco
0'"71....
"1Jen)>o
omo:o
enZ-fo
>~C:r-
r--f~)>
<::;u
men
~
~.
'"
tlI
Q.
1r
(')
g
c.
o
:l
tJ
l>l
~
...
e
~
....
r;:;
o
~
@
I
EXHIBIT
B""."
'. "
I. ..
1 EXHIBIT B
2 INSURANCE SCHEDULE
3 Motorola shall provide proof of insurance, including a standard certificate of insurance, in at least the
following amounts and coverage (combined single limit permitted):
4
5
6
I. Coverage and Limits
Hazards
Bodily Iniury Property Damage
Each Person Each Accident Each Accident
7
Automobile Liability
Owned Automobiles
Hired Automobiles
Non-Owned Automobiles
Workers' Compensation
Employers' Liability
$ Statutory
$1.000.000 per employer
$ 500,000
$ 500,000
$ 500.000
$1,000,000
$1,000,000
$1.000.000
$ 500,000
$ 500,000
$ 500.000
8
9
10
11 ll. Liability
12
General Liability
Premises Operations
Elevators (if applicable)
Independent Contractors
Products - Completed Operations
Contractual Liability
Umbrella Liability
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1.000.000
$2.000.000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$2.000.000
$2.000.000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1.000.000
$2.000.000
13
14
15
16
17 a.
The general liability policy shall contain the following special endorsements which shall be noted
on or attached to the standard certificate of insurance:
18
19
20
1. An endorsement naming the City of Vernon, its officers, and employees as additional insureds
under the policy.
2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material
reduction of coverage.
3. An endorsement providing coverage for all operations under this Agreement.
4. Such other endorsement as may be required by City.
21
22
23 b.
24
In addition to the above, the Consultant shall provide such further proof of insurance
documentation as the City deems necessary.
25
26
27
28
EXHIBIT "B"
SUPPORTING
DOCUMENTS
1
2
EQUIPMENT PURCHASE AND PROFESSIONAL SERVICES CONTRACT
3 THIS CONTRACT is made,entered into and executed in duplicate
4 originals, either copy of which may be considered and used as the
5 original hereof for all purposes, as of this 19th day of January, 2005,
6 in the City of Vernon, County of Los Angeles, California
7
BY AND BETWEEN
THE CITY OF VERNON, a municipal
corporation (hereinafter
referred to as "City")
4305 Santa Fe Avenue
Vernon, CA 90058
8
9
10
11
12
13
AND
MOTOROLA, INC., a Delaware
corporation (hereinafter
(referred to as "Motorola")
6450 Sequence Drive
San Diego, CA 92121
14
RECITALS
15
16
WHEREAS, the City's Fire Department has requested the
purchase of twelve (12) Portable Digital Astro XTS5000 radios with
17
software, accessories and two (2) year warranty (hereinafter
collectively referred to as the "Radios") to be placed on all front
18
19
line apparatus and the Command vehicle; and
20
21
WHEREAS, the purchase of the Radios will improve the
effectiveness of the Fire Department's operation and enhance the
22
23
services provided to citizens, residents and businesses within the
Vernon community; and
24
25
WHEREAS, Motorola, through K.R. Nida Corporation (hereinafter
"Nida"), a vendor the City has used in the past, has submitted a
26
quotation (referred to hereinafter as the "Quotation"), a copy of which
27
28
is attached hereto as Exhibit A and incorporated by reference; and
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
the Radios, as set forth in the Quotation, and is willing to do so on
\
6
the terms and conditions set forth below; and
7
WHEREAS, City desires to enter into an agreement with
Motorola to provide for the purchase, delivery, and enhanced two (2)
8
9
year express service plus for the Radios.
10
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
FORTH HEREIN:.
11
12
1.
Scope of Services.
13
14
Motorola agrees to sell, deliver, furnish the necessary
equipment, and test the Radios placed on all front line apparatus and
15
the Command vehicle, as described in detail in the Quotation.
In the
16
17
event of a conflict between the Quotation and this Contract, the terms
of this Contract shall prevail.
18
19
20
21
22
2.
Time of Performance.
Motorola's performance as identified herein shall commence
upon the full execution of this Contract and shall be completed by
Motorola pursuant to the terms of the Quotation, unless otherwise
terminated o'r extended.
Delivery of the equipment is expected no later
23
than 45 days from the issuance of the City's Purchase Order.
If
24
25
26
27
28
delivery of the Radios is not completed within this time period, the
City shall have the option of canceling this Contract in order to
proceed with the purchase of the equipment from another vendor, if one
can be located.
The delivery dat~ may also be extended at the City's
sole discretion for an additional thirty (30) days, or such other time
- 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
as the parties may agree.
3. Price,
The City shall compensate Motorola for the actual equipment
purchased under the Quotation. The total compensation shall not exceed
Thirty-Six Thousand Eight Hundred Seventy Dollars and Nineteen Cents
($36,870.19), which includes tax and freight.
4. Method of Payment.
The City agrees to pay Motorola for the full amount of the
Radios within thirty (30) days after the City's testing and acceptance
of the equipment and the City's receipt of an invoice from Motorola.
Purchase orders shall be made out to Motorola and faxed to
Nida at (818) 957-0719 for processing.
Motorola shall be responsible for paying any subcontractors
used in the performance of this Agreement. Subcontractors shall not
bill the City directly,
5. Change and Extra Services.
City reserves the right to request changes in the equipment
or additions to or deletions from the equipment purchased from
Motorola. All such changes shall be incorporated in written change
orders executed by City and Motorola and shall specify the changes
ordered and the adjustment of prices, delivery schedules and
warranties. Any equipment or services added under this section shall
be executed under all applicable conditions of this Contract, No claim
for additional compensation or extension of time shall be recognized
unless contained in a duly executed change order.
6. Cancellation/Default.
A. This Contract may be terminated by the City for its
convenience upon fifteen (15) days prior written notice and upon
- 3 -
1 payment of reasonable and proper termination charges, including, but
2 not limited to, all costs incurred or committed prior to the effective
3 date of notice of termination and all charges incurred by Motorola in
4 connection with the termination.
5 B. In the event that Motorola commits a breach of a
6 material condition of this Contract, the City shall notify Motorola in
7 writing of said breach and if Motorola has not cured or begun
8 reasonable efforts to cure after fifteen (15) days of receipt of said
9 notice, and fails to diligently pursue corrective action, then the City
10 shall have the right to cancel this Contract. Motorola shall be
11 responsible for any direct costs due to the City's re-procurement of
12 the equivalent of the equipment or services cancelled from Motorola.
13 7. Confidential Information.
14 A. Access to Confidential Information. The City may
15 provide Motorola and/or its subcontractor with, or 'allow Motorola
16 access to, certain information not available to the public concerning,
17 but not limited to the City, or businesses located in the City. The
18 information may include, but is not limited to, company information,
19 taxes, sales, value of assets, utility usage, or other such
20 information. All such information shall be known as "Confidential
21 Information" and may not be used to circumvent the responsibility of
22 either party to this Contract.
23 B. No Disclosure. Except as expressly permitted, Motorola
24 and/or its subcontractor shall not disclose, permit the disclosure of,
25 release, disseminate, or transfer, whether orally or by any other
26 means, any part of such Confidential Information to any other person or
27 entity, whether corporate, governmental, or individual, without the
28 express prior written consent of an authorized representative of the
- 4 -
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
City. Motorola and/or its subcontractor shall return any written
Confidential Information, and all copies made of such items, to the
City upon the City's written request, but in any event not later than
the date that 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
- 5 -
1 and any part thereof to be free of any claim of any security interest,
2 lien or any encumbrance. Motorola also warrants that the equipment
3 will be delivered new and shall be free from defects in material and
4 workmanship and will provide a one year labor and material warranty for
5 the warranty period of twelve months from operation and a two (2) year
6 express service plus warranty. All manufacturers' warranties provided
7 by Motorola, and any other warranties typically provided by Motorola or
8 made applicable by law shall apply to the parts and labor provided by
9 hereunder. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE RADIOS
10 PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER
11 WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS,
12 EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF
13 MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14 9. Compliance with Laws.
15 Motorola shall strictly observe and comply with all
16 applicable federal, state, and local laws, ordinances and regulations
17 governing this sale, including but.not limited to any permit or license
18 requirements of the United States Department of Commerce, as well as
19 any laws of the United States of America.
20 10. Governing Law.
21 The validity, interpretation and performance of this Contract
22 shall be controlled and construed under the laws of the State of
23 California.
24 11. Forum Selection.
25 Any action brought relating to this Contract shall be brought
26 and held exclusively in a State Court in the County of Los Angeles,
27 California.
28 / / /
- 6 -
1
12. Notices.
2 Notices to the parties, unless otherwise requested in
3 writing, shall be sent to:
4 City:
THE CITY OF VERNON
ATTN: BRUCE V. MALKENHORST
CITY ADMINISTRATOR
4305 SANTA FE AVENUE
VERNON, CA 90058-0805
5
6
7
8
9
Motorola:
MOTOROLA, INC.
ATTN: VICE PRESIDENT SALES
6450 SEQUENCE DRIVE
SAN DIEGO, CA 92i21
10
11
13. General Provisions.
12
A. Independent Contractor.
At all times during the term of this Contract, Motorola shall
be an independent contractor and shall not be an employee of City.
13
14
15
16
City shall have the right to control Motorola only insofar as the
results of Motorola's services rendered pursuant to this Contract;
17
however, City shall not have the right to control the means by which
18
Motorola accomplishes services rendered pursuant to the Contract except
19
to the extent that such services involve the use of City property or
20
21
Confidential Information.
B.
Motorola Not Agent.
22
23
24
25
26
Except as City may specify in writing, Motorola shall have no
authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Motorola shall have no authority, express or
implied, pursuant to this Contract to bind City to any obligation
whatsoever.
27
C.
Limitation of Liability.
28
This limitation of liability provision shall apply
- 7 -
1 notwithstanding any contrary provision in this Agreement. Except for
2 personal injury or death, Motorola's total li~bility, whether for
3 breach of contract, warranty, negligence, strict liability in tort,
4 indemnification, or otherwise, will be limited to the direct damages
5 recoverable under law, but not to exceed the price of the Radios with
6 respect to which losses or damages are claimed. ALTHOUGH THE PARTIES
7 ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT
8 MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE;
9 LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR
10 OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY
11 WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE
12 RADIOS, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS
13 AGREEMENT. This limitation of liability will survive the expiration or
14 termination of this Agreement. No action for breach of this Agreement
15 or otherwise relating to the transactions contemplated by this
16 Agreement may be brought more than one (1) year after the accrual of
17 such cause of action, except for money due upon an open account.
18 D. Insurance.
19 Motorola agrees to provide insurance in the amounts and forms
20 specified in Exhibit B, which is attached hereto and incorporated by
21 reference. Comparable coverage shall be provided for each
22 subcontractor used in the performance of this Contract. Motorola shall
23 submit to City documentation indicating compliance with these minimum
24 requirements no less than one (1) day prior to the beginning of
25 performance under this Contract. Motorola shall not commence
26 performance of its services under this Contract until the above
27 insurance has been obtained and proof of insurance has been filed with
28 and approved by City.
- 8 -
1 E. Entire Agreement.
2 This Contract constitutes the complete and final expression
3 of the agreement of the parties and is intended as a complete and
4 exclusive statement of the terms of their agreement and supersedes all
5 prior and contemporaneous offers, promises, representations,
6 negotiations, discussions, communications and agreements which may have
7 been made in connection with the subject matter hereof. All exhibits
8 are incorporated by reference. Motorola represents that in entering
9 into this Contract it has not relied on any previous representations or
10 understandings of any kind or nature.
11 F. Partial Invalidity.
12 Wherever possible, each provision hereof will be interpreted
13 in such manner as to be effective and valid under applicable law, but
14 in case anyone or more of the provisions contained herein will, for
15 any reason, be held to be invalid, illegal or unenforceable in any
16 respect, such provision will be ineffective to the extent, but only to
17 the extent of such invalidity, illegality or unenforceability without
18 invalidating the remainder of such provision or provisions or any other
19 . provision hereof, unless such a construction would be unreasonable or
20 contrary to the parties' intent as expressed in this Contract.
21 G. Risk of Loss.
22 Title and risk of loss or damage shall pass to City and
23 delivery shall be deemed to be complete upon delivery FOB 4305 Santa Fe
24 Avenue, Vernon, California.
25 H. Benefit of Agreement.
26 This Contract shall bind and benefit the parties hereto and
27 their heirs, successors, and permitted assigns.
28 / / /
- 9 -
1 I. Force Majeure.
2 Neither party shall be considered to be in default in any of
3 its obligations under this Contract when a failure of performance shall
4 be due to an uncontrollable force. The terms "uncontrollable force"
5 shall mean any cause beyond the control of the party affected,
6 including, but not restricted to, flood, earthquake, storm, fire,
7 lightening, epidemic,war, riot, civil disturbance or disobedience,
8 labor dispute, labor material shortage, sabotage, federal, state, or
9 municipal action, statute, ordinance, or regulation, embargoes or the
10 United States Government or any other government, which by exercise of
11 due diligence such party could not reasonably have been expected to
12 avoid and by exercise to due diligence has been unable to overcome.
13 Either party rendered unable to fulfill any of its obligations under
14 this Contract by reason of an uncontrollable force, shall give written
15 notice within five (5) business days of such fact to the other party
16 and shall exercise due diligence to remove such inability with all
17 reasonable dispatch.
18 J. Waiver.
19 Any waiver at any time by either party of its rights with
20 respect to a default under this Contract, or with respect to any other
21 matters arising in connection with this Contract, shall not be deemed a
22 waiver with respect to subsequent default or other matter.
23 K. Amendment.
24 All changes or modifications to this Contract shall be in a
25 writing stating that it is an amendment to this Contract and shall be
26 signed by both parties or their duly authorized agents. This Contract
27 shall not be modified through course of dealing, usage or trade.
28 / / /
- 10 -
1
L.
Attorneys' Fees.
2
3
In the event that it becomes necessary for either party to
this Contract to enforce any of the provisions of this Contract, the
4
parties agree that a court of competent jurisdiction may determine and
5
fix reasonable attorney's fees to be paid to the successful litigant.
6
IN WITNESS WHEREOF, the parties have caused this Contract to
7
be executed by and through their authorized officers on the date, month
8
and year first written above.
9
CITY OF VERNON
10
11
12
13
By: ~Y'
/'" ' EONIS C. MAL URG, M yor
ATT~/~
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
ERS~~ttorneY
14
15
16
17
MOTOROLA, INC.
18
19
20
By:
Title:
21
By:
Title:~I1IJ-AIt,t/!
22
ReVIEWED AND APPROVED
I} A ~.TO FORM ,
~~ )-I--U<;
'DAVID iIITiJf"--'~" DATE
i\!!OTOROLA
CONTRACTS AND COMPLIANCE DEPT..
23
24
25
26
27
28
- 11 -
11'108/20Q4 09:19 FAX 323 581 7924
2; ~
Co .9 ~~ ~ 1\:).....
&II --
0 ()
0 0 ~~ -0 -0-0
3 9!. ::J. Cll c: 0
'0 <' ~,~ n ~ a :::J
(l) r+
&II Ql ::r fiJ
:::I -< :J :J ~ <0 llJ
~.:< :::J fIl
i' (/,l a;. -d1 0
n "'0 3 ;to rT
::T dI 1J
11I .... 3 a
c- O' f/! c:
fR dI
c Po- ~ ., ~ a
Sf c; ::T
o?r Q)
tII
(I)
tII
I
~
CD
..
.....
a
.....
"'O€)>-o (/,lS:O)>I:I>"tl"
'Q) 1Il = a ::T 0 0 = ::r CD ii'
~ ~ ~-g:g' 6" i ~:g ~ =
~ - = -.~.a lD 0 <0 (J) m
)> ~ ill ~rQ iii.: ~ m ~ a :I
n:::J"-<!'<t;'fJl""O --'1lJ
nQ) fIle:;- u(IJ
m ji)'~~g.iii!!!.~~ g.~
~ n<lqr~ ~ c;~ 3 CD"tI
Ollla'~-c:' Q)....c
-<-<m <allJ:JQlo:::J~,...
:=:o.jilEiliij' ~8fZ5'g.
<OCD~mc:~c.. Cll5'&II
3 =a::J "'OlD t::J ~ DoJIlt
fRill30.(I)~:::Je.ClCl)
-=> ,.... I>> 0 lIS <D == 3 0
-"<; -o._:J totO ID 0....
5" ~ ii li-. 2~.p ~ g.~ fi'
~iI)o.o.~tnN5' tIl;
00m-..........O 6'l1l:,
~.o m~jil,< o:Z;:(Jl 0
-C:;-:::J"liS'lIlUl(IJO",C:
.....0 iidl::rm 1>>.0 -15'=
ill or :; -- .... 5.. c: 0 CD 0
,~o.~<Qa-ms.;:l](Jl==
CDg'Oe.11I3=~O~0
Q) !!.....~ a;-"O 0 r-~
^~ O' ('.l :::J';;!,::l;1>"O 0
1;1>"" G)-mo 3
'::U",ao.m~ 11I;:l]
cn-<C:::JI>> 1Il ;:10
l>> ~ 5" (5' CD ::: c:T = r-
:;)0 (IJ CDIU <nl>
0.<0 o.o.a~ <n UJ >
IlJ <' ~ !!!. ~ Q,~' ;2: z
a~-6'~i'i'C;;-O :g c
D..-"g~3('.l::l Cll'TI
~ ii S-< CD g ~ Q. >
<: lQe:;:J::J.D ~-><
CDQc::zSU...S.... .
.:<a3?2,o.a .0....
_CDCllC=__ 0
O;'1:::Jm..:JCl). c:;:.;
"'00=(1)1>>0 ...."
1f ~ ~ .~ .g 8 6' ~ ~
1lJ... -"<; -'::! III 0 C
0' "0 -< iii' "tI at )> ::I, )0
~ ..a iii Ii ~ :Jo <6 m.....
"'O~O:::J CD ......
~m<olXlt"'CD- _-t
a~fR ~~ ao.
o.s'~g, ~o <'r:
('5lC-oce. 00 i5:fD
~::!:a::J cC: CUI
""3xtl) ...:::1 !!!.--4
~<03:::J B~ :=::0
"'3mo. c:8 CD--4
~ III (jj rg .;;':::J ;.! =
"''<-g "",,- ...
Q,I>>'<C: 003 m"n
mc,--4:J 00 ~o
,<o.':"A.:J- "
0C:Cl<n s* 2:'11
'OQ,:! ~~ i'llllI
S'm:g !""(>> 0.0
';i -. at QI 0
~'ci5 pl tnm
ID n o!Jcn
8: 5f c: ~5e
;:+ td ;;; mZ
0" (J) iii iilCi)
:J" .,.
!!!. III <P
ii:
b
lit
)>
:::J
CCI
II
(jj
III
(')
o
C
:::J
.;!'
()
o
:::J
;
Sl
."
a
"0
o
1ft
!!!.
(IJ
DJ
ti"
(II
-I
CD
~
3
en
Q)
::J
c-
o
o
:::J
Co
r:t:
o.
:::J
Cf)
-t
o
~
I""
m
o
." C
::0 -
am EI
~~S~
.. -.. .. ~
'" $
Co) ~w
~I~I~ i
(QI~I~~
CITY Of VF,:RN9N
-+ J LEHR
~
.......................... ~
Ur~WN...O..,Ol....O)(h...(a)N.....
zz:rO:I:::I:O:I:
~ZO;l(a)~~N""
Z-f~(QCS:>01"'CO
o>z"'wco .....c
.....:t;u (')
COCo) C J:J
(0).... Gl "'D
o :E is:
OJ 0
z g
r-'
'It:
;:l](I)I'l1J>J>)>m-og;
m~zt;!:iO:Z:oo
~ ;:l:I :I: .. ,. 0 I ;u :s::
~mN;U::U(')(I)i!::r:
m;:l:l~ggg~~t"
~~)>G>(j)<~m~
~M1~Q!2~)>~cp
"OXNN::!::U_~
m--ommOm;i;!o
;:l:I~;:l:Il:10;Z)>rg
s:om~:I:)>E;)>'1I
-zcn!i:O';::.cnOc
(')f(l)I~~O~~trJ
:I:!Bgz~~oit~
..<~G:lm-oxl""~
S:O'" S:mCi1m~
'""mOl (/,l;Ucn~""
e:"'O~ o~g ~
01"")> ~-Cl
$~:I: ~~7'i
::I: lD J> W
lD ~ ~ ~
~ m -I
-1:::0 -I
111 -< r
~ 'z i:
z =i
-I m
Z 0
~ ~
~
~ ~~!-J
"'....."'$1\:)0;1 .....
~~~~gg~~
i-,)bbbbbbb
"'ClOClOOOO
..... NNN N
"~!=':"":-"':-"'N:-"
~ClOOClO""'O
~ *' ~. ~ '$. r;P. r;P. '$.
~
_~~.w~m ~
~~~~~~~~
b:'-'o;"'i:nbbba
....ClClCo:lOClOI\:)
~-to..,..a.......It...~......
NNNNNNNN
~
~ _$ I\:)
~:"'(,I)~.N."" .0
(Q-!>.'.f....w'" ...
O(OCl:>~"'al~01
00> Cl 0'1 Cl...O....
:t.:t.binbbbOo
~OOOlClClCl""
J!S:S:~
lDSlSlc:::
1D00_
; Q.~]J
(3'llJllJm
~S::S:~
lDmlDO
a::t::JeD
c: c: CI>
-oirirQ
coo -.
nE'E'''&
:::J"dlii:o
=t4t4~
(Dtn;u
omCD
a:'!-'
9!;u
Cll/ III
~"'P
~005 .
("))>(")
c::=c:
CIl :J tn
OHO'
3 :3
CD (Jl
.... ..,
6: :z
0. m
ii: ~
fJl ..
fI!
~iS:~^d'~f):!!~
:::J01~<;;O::13o;"
OO~:S:~IDOUl::!:::J
ar(J)o;;oc.~:::J(J)rg.g
fO.!il, m(Do ~""'T1
o c 5'Zo;uQ--_.
o lDni5;OID......IU.,;
O::J . I>> il 9: Q;I ." 0
)>2 000<>>;10
~O !t.wg~ii'':
~;;I. oc:::t;D(l)"1:J~
N~ ::J-Q' :::Jo3
....'" 3 c-
(Jl :: CD
<>> lD~
a. 'rp
s::
CI:i
--i
>tl
::-r
n
C%l
:::p<I:"">~
-, I!. -
a.Q:nS
5'~ga
ffo~~
r;;; .
IIQ()
:;ro
-. =
E:'
~
'II:
l:;l
~.
::J
~
::r
..
II
'T3
:::J.
n
(I
~$
pI
t:3
o
o
In
~
><
laiC
Ill.
.,,-aza::
:u"co
0"''''...
"Ii 0)00
omo:;o
(lJz....O
>it=,..
,......6:;a.
<;11
m(IJ
~
d
g
~
;S.
en
."
0..
~
o
g
c-
o
=:I
t:I
l>l
ff
.....
e
J\)
....
i\3
o
~
@
I
t
4 ,
1 EXHIBIT B
2 INSURANCE SCHEDULE
3 Motorola shall provide proof of insurance, including a standard certificate of insurance, in at least the
following amounts and coverage (combined single limit permitted):
4
5
I. Coverage and Limits
Bodily Injury Property Damage
Each Person Each Accident Each Accident
6
Hazards
7
Automobile Liability
Owned Automobiles
Hired Automobiles
Non-Owned Automobiles
VVorkers'Compensation
Employers' Liability
$ Statutory
$1.000.000 per employer
$ 500,000
$ 500,000
$ 500.000
$1,000,000
$1,000,000
$1.000.000
8
9
10
11 n. Liability
12
General Liability
Premises Operations
Elevators (if applicable)
Independent Contractors
Products - Completed Operations
Contractual Liability
Umbrella Liability
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1.000.000
$2.000,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$2.000.000
$2,000.000
13
14
15
16
$ 500,000
$ 500,000
$ 500,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1.000.000
$2.000.000
17 a.
The general liability policy shall contain the following special endorsements which shall be noted
on or attached to the standard certificate of insurance:
1. An endorsement naming the City ofVemon, its officers, and employees as additional insureds
under the policy.
2. An endorsement providing the City ofVemon thirty (30) days notice of cancellation or material
reduction of coverage.
3. An endorsement providing coverage for all operations under this Agreement.
4. Such other endorsement as may be required by City.
18
19
20
21
22
23 b.
24
In addition to the above, the Consultant shall provide such further proof of insurance
documentation as the City deems necessary.
25
26
27
28
EXHIBIT "B"