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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 ... 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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. 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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"