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Resolution No. 9163it ' i 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 K: RESOLUTION NO. 9163 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND RATIFYING THE CITY'S PARTICIPATION IN THE FY 2006 STATE HOMELAND SECURITY GRANT PROGRAM BY THE VERNON POLICE DEPARTMENT AND APPROVING AND AUTHORIZING THE EXECUTION OF AN EQUIPMENT PURCHASE CONTRACT BY AND BETWEEN THE CITY OF VERNON AND MOTOROLA, INC. FOR RADIO COMMUNICATIONS EQUIPMENT FOR THE POLICE DEPARTMENT WHEREAS, the FY 2006 State Homeland Security Grant Program provides funds to enhance the capability of state and local units of government to prevent, deter, respond to, and recover from incidents of terrorism; and WHEREAS, the County of Los Angeles Office of Emergency Management ("OEM") coordinates the Grant for all eligible Los Angeles County emergency responders and emergency service agencies; and WHEREAS, during the application and review process for the Grant, the Vernon Police Department submitted an itemized list of equipment to the OEM, subject to ratification by the City Council; and WHEREAS, the County of Los Angeles filed with the California Office of Homeland Security, Office for Domestic Preparedness, a FY2006 State Homeland Security Grant Program application, Grant No. 2006-0071, OES ID #037-00000 (the "Grant"); and. WHEREAS, on August 25, 2006, the Office of Homeland Security sent a Notification of Subgrantee Application Approval to the County of Los Angeles regarding the Grant; and WHEREAS, the City of Vernon's allotment in the Grant is $121,500.00 for Interoperable Project 25 Radios for Regional System Compatibility (Portable Radios) and all purchases made under the Grant must be processed to the OEM by March 31, 2008; and 1 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 P&A WE WHEREAS, the purchase of the phone would enhance the capability of the Vernon Police Department to respond to threats, thereby enhancing the services provided to citizens, residents, businesses and employees in Vernon and neighboring communities; and WHEREAS, the Interim Chief of Police by memo dated October 116, 2006, has recommended the City's participation in the Grant; and WHEREAS, the City Council of the City of Vernon desires to approve and ratify the City's participation in the Grant; and WHEREAS, the Vernon Police Department desires to use the funds received from the Grant to purchase thirty (30) XTS5000 Portable Radios with software, Q712 batteries and related equipment, thirty (30) two (2) year express service plus warranties, twenty-nine (29) NTN9862 batteries and thirty (30) travel chargers (hereinafter collectively referred to as the "Portable Radios") to enable the Police Department to communicate with other agencies within Los Angeles County that operate on a different frequency band which will be critical during major disasters or incidents involving acts of terrorism; and WHEREAS, the Vernon Police Department selected Motorola, Inc. 1("Motorola") to provide the Portable Radios based upon Motorola being the current maintenance provider and its past performance and dependability and believes that Motorola, through Advanced Electronics, to be the only vendor that can provide the necessary equipment meeting the Police Department's specifications and requirements; and WHEREAS, the City Council of the City of Vernon has �Idetermined 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 proceed with the purchase of the Portable Radios with (Motorola to enhance services provided to the Vernon community. - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SECTION 7: The City Council of the City of Vernon hereby directs the Acting City Clerk, or his designee, to send one fully executed Contract to: Motorola, Inc. Attn. Contracts Manager 6450 Sequence Drive San Diego, CA 92121 SECTION 8: The Acting 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 lst day of November, 2006. ATTEST: BRUCE V. MALKENHORST, JR. Acting City Clerk �LEON�ISC. M ftURftG,yor - 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 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 9163, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Wednesday, November 1, 2006, and thereafter was duly signed by the Mayor of the City of Vernon. E BRUCE V. kALKENHORST, JR. Acting City Clerk (SEAL) - 5 - EXHIBIT A &> 3 09/25/2006 12:30 1 LL 35 PAGE 02/03 OFFICE OF HOMELAND.- SECURITY August 25, 2006 Mr. Michael Brooks Acting Administrator, ORM .Los Angeles County 1271 N. Eastern Avenue Los Angeles, CA 90063 Dear Mr. Brooks: SUBJECT: NOTIFICATION OF SMGRAN .EE AppLICATIONAppROVAL U.S. Department OfHomelaad Security — ry 2006 Homeland Security Grant Program,(HSGF) Grant #2006-0071, OES Ilk# 037-00000 Subgrant Performance period: August 25, 2006 to March 31, 2008 The Governor's Office ofRomeland Security (OHS) has approved your FY 06 Homeland Security Program (HSGP) application in the amount of $18,920,899. A6 of the date of this letter you may questt rEiinb mlbursement 6r advance of eligible grant expenditures using the OHS financial management forms workbook available at vvww. OBI, CA.GOv, During the grant application review process, an OHS represEnfatave has reviewed and apliroved our !iY HSGP application, As a result ofthis review, some of Your funded. y 06 Performance milestones shorter thia i the sub ant groJ med ay have bedit assigned ve. PWormance milestones will be used by OILS to both determine tthe appropriate date iO disencumber funds awarded under this grant and re -direct them to other needs across the Stage and as. indicators of performance and grant management capacity in future competitive grant applications. d Performa,,ce 11liilestones: PROJECT A DEL VAL• LE TRAINING CENTER PROPS FS PROJECT C 1NrMROP COMM. EQUIPMENT $563,496 AUGUST 31, 2007 PRO•IECT E CUNE RESPONSE VEHICLES Z'E $5,656,500 . AUGUST 3•I, 2007 PROJECTS PRrzsONnt PROTFCTrvg E LE �$660,000 • AUGUST' 31, 2007 PROJECT J RTTAC EQUIPMENT �� FS $ 50,0 0 AUGUST 31, 2007 PRoJFCT F MEDICAL SUPpLIES EQUIP LE $350,000 ,TUNE 30, 2007• PROJECT G . MEDICAL SUppLIEs 8i '�Qr TIp MMRS $600,000 AUGUST 31, 2007 PROJECT J: TERROR INCIDENT FIz V E PIP LE $500;000 AUGUsT 31, 2007 Q LE $404,000 . AUGUST 31, 2007 AdditionaIIy, Aviation/Watercraft requests, EstablislvPnhance Emergency Operations Center (EOC upgrades and sole source procurement requests will require additional approvals 'from, OHS. please request and obtain. approval for these activities rior to incurring any costs, t0 be reimbursed under this grant, -related to these activities. GOVERNOR ARNOLD SCHWARZEN•EGGER• • DIRECTOR MATT BETTENHAUSEN OFFICE OF THE GOVERNOR, SACRAMENTO, CALIFORNIA 95814 (916) 324-8998 FAX (916) 323-1633 t k 09/25/2006 12:30 1 LL 35 PAGE 03/03 . • A4r. Micbae'l Brooks �2- ,August 25, 2006 Following acceptance -of this award, you must enter your grant information into the. US Office of Grants and Training, Grant Re -porting Tool (GRT), during the December 2006 Biannual Strategy implementation Report (BSM-)-period. 'I he GRT-can be accessed-online•at.m=s://www REPORTING ODF'DHS Gov/. Semi-annual performance reports must be prepared and submitted to OHS via the GRT for the duration of the grant period or until all activities are completed and the grant is formally closed Failure to subunit performance reports could result in grant reduction, termination, or suspension. This grant is subject to all policies and provisions of the Federal Single Audit Act of 1984 and the Single Audit Act Amendments of 1996. Any funds received in excess ofcurrer t needs, approved amounts, or those found owed as a result of a final review or audit, must be refunded to the State within 30 days upon receipt of an iavoice' from OHS. For further assistance, please fceI free to contact your OHS program representative or the Grant Management Section at (916) 324-8908. 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(§Ei! -51� { ) 6)\)_{__ [ }�} �J(�) ! :§ }I / o ` o 7j2§§§/( o \0 /�\ - !{( ( o - - \ o {o - - o \ \ \ \ \ oo k EM q EXHIBIT B 1 EQUIPMENT PURCHASE CONTRACT 2 3 THIS CONTRACT is made, entered into and executed in duplicate 4 originals, either copy of which may be considered and used as the 5 original hereof for all purposes, as of this lst day of November, 2006, 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") 4305 Santa Fe Avenue 9 Vernon, CA 90058 10 AND MOTOROLA, INC., a Delaware 11 corporation (hereinafter (referred to as "Motorola") 12 2601 Manhattan Beach Boulevard Redondo Beach, CA 90278 13 14 RECITALS 15 WHEREAS, the City's Police Department has been allocated 16 funds under 2006 State Homeland Security Grant No. 2006-0071 for 17 interoperable radio communications equipment; and 18 WHEREAS, the City's Police Department desires to use the 19 funds to purchase thirty (30) XTS5000 Portable Radios with software, 20 Q712 batteries and related equipment, thirty (30) two (2) year express 21 service plus warranties, twenty-nine (29) NTN9862 batteries and thirty 22 (30) travel chargers (hereinafter collectively referred to as the 23 "Portable Radios") to enable the Police Department to communicate with 24 other agencies within Los Angeles County that operate on a different 25 frequency band which will be critical during major disasters or 26 incidents involving acts of terrorism; and 27 WHEREAS, the purchase of the Portable Radios will improve the 28effectiveness of the Police Department's operation and enhance the 1 services provided to citizens, residents and businesses within the 2 Vernon community; and 3 WHEREAS, Motorola, through Advanced Electronics, Inc., 4 (hereinafter "Advanced"), a Motorola representative and a vendor the 5 City has used in the past, has submitted a quotation (referred to 6 hereinafter as the "Quotation"), a copy of which is attached hereto as 7 Exhibit A and incorporated by reference; and 8 WHEREAS, the Quotation reflects 2006 year end grant pricing; 9 and 10 WHEREAS, Motorola has advised the City that it can furnish 11 the Portable Radios, as set forth in the Quotation, and is willing to 12 do so on the terms and conditions set forth below; and 13 WHEREAS, City desires to enter into an agreement with 14 Motorola to provide for the purchase and delivery of the Portable 15 Radios. 16 NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET 17 FORTH HEREIN: 18 1. Scope of Services. 19 Motorola agrees to sell, deliver, furnish the necessary 20 Portable Radios, as described in detail in the Quotation. In the event 21 of a conflict between the Quotation and this Contract, the terms of 22 this Contract shall prevail. 23 2. Time of Performance. 24 Motorola's performance as identified herein shall commence 25 upon the full execution of this Contract and shall be completed by 26 Motorola pursuant to the terms of the Quotation, unless otherwise 27 terminated or extended. Delivery of the equipment is expected no later 28 than 45 days from the issuance of the City's Purchase Order. If - 2 - 1 delivery of the Portable Radios is not completed within this time 2 period, the City shall have the option of canceling this Contract in 3 order to proceed with the purchase of the equipment from another 4 vendor, if one can be located. The delivery date may also be extended 5 at the City's sole discretion for an additional thirty (30) days, or 6 such other time as the parties may agree. 7 3. Price. 8 The City shall compensate Motorola for the actual equipment 9 purchased under the Quotation. The total compensation shall not exceed 10 One Hundred Twenty -One Thousand Three Hundred Ninety -Seven Dollars and 11 Twenty -Five Cents ($121,397.25), which includes tax and shipping. 12 4. Method of Payment. 13 The City agrees to pay Motorola for the full amount of the 14 Portable Radios within thirty (30) days after the City's testing and 15 acceptance of the equipment and the City's receipt of an invoice from 16 Motorola. 17 Purchase orders shall be made out to Motorola, c/o Advanced 18 Electronics located at 2601 Manhattan Beach Blvd., Redondo Beach, CA 19 90278-1604, for processing and shall include the wording "PRICING PER 20 06 YEAR END GRANTS PURCHASE PROGRAM.'' 21 Motorola shall be responsible for paying any subcontractors 22 used in the performance of this Agreement. Subcontractors shall not 23 bill the City directly. 24 5. Change and Extra Services. 25 City reserves the right to request changes in the equipment 26 or additions to or deletions from the equipment purchased from 27 Motorola. All such changes shall be incorporated in written change 28 orders executed by City and Motorola and shall specify the changes - 3 - 1 ordered and the adjustment of prices, delivery schedules and 2 warranties. Any equipment or services added under this section shall 3 be executed under all applicable conditions of this Contract. No claim 4 for additional compensation or extension of time shall be recognized 5 unless contained in a duly executed change order. 6 6. Cancellation/Default. 7 A. This Contract may be terminated by the City for its 8 convenience upon fifteen (15) days prior written notice and upon 9 payment of reasonable and proper termination charges, including, but 10 not limited to, all costs incurred or committed prior to the effective 11 date of notice of termination and all charges incurred by Motorola in 12 connection with the termination. 13 B. In the event that Motorola commits a breach of a i 14 material condition of this Contract, the City shall notify Motorola in 15 writing of said breach and if Motorola has not cured or begun 16 reasonable efforts to cure after fifteen (15) days of receipt of said 17 notice, and fails to diligently pursue corrective action, then the City 18 shall have the right to cancel this Contract. Motorola shall be 19 responsible for any direct costs due to the City's re -procurement of 20 the equivalent of the equipment or services cancelled from Motorola. 21 7. Confidential Information. 22 A. Access to Confidential Information. The City may 23 provide Motorola and/or its subcontractor with, or allow Motorola 24 access to, certain information not available to the public concerning, 25 but not limited to the City, or businesses located in the City. The 26 information may include, but is not limited to, company information, 27 taxes, sales, value of assets, utility usage, or other such 28 information. All such information shall be known as "Confidential - 4 - 1 Information" and may not be used to circumvent the responsibility of 2 either party to this Contract. 3 "Confidential Information" means all information 4 consistent with the fulfillment of this Contract that is (i) disclosed 5 under this Contract in oral, written, graphic, machine recognizable, or 6 sample form, being clearly designated, labeled or marked as 7 confidential or its equivalent or (ii) obtained by examination, testing g or analysis of any hardware, software or any component part thereof 9 provided by discloser to recipient. Confidential Information that is 10 disclosed orally must be identified as confidential at the time of 11 disclosure and confirmed by the discloser by submitting a written 12 document to the recipient within 30 days after such disclosure. The 13 written document must contain a summary of the Confidential Information 14 disclosed with enough specificity for identification purpose and must 15 be labeled or marked as confidential or its equivalent. 16 B. No Disclosure. Except as expressly permitted, Motorola 17 and/or its subcontractor shall not disclose, permit the disclosure of, 18 release, disseminate, or transfer, whether orally or by any other 19 means, any part of such Confidential Information to any other person on 20 entity, whether corporate, governmental, or individual, without the 21 express prior written consent of an authorized representative of the 22 City. Motorola and/or its subcontractor shall return any written 23 Confidential Information, and all copies made of such items, to the 24 City upon the City's written request, but in any event not later than 25 the date that Motorola has performed all services to be performed 26 pursuant to this Contract. Motorola hereby agrees that such 27 Confidential Information and any documents provided may be used by 28 Motorola and/or its subcontractor only as authorized by the City. - 5 - 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 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 11 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 workmanship and will provide a one year labor and material warranty for the warranty period of twelve months commencing from the date of operation, but not to exceed two (2) months from the date of shipment, and a two (2) year express service plus warranty. The City shall - 6 - 1 provide Motorola with written notice that operation has commenced 2 within ten (10) days of commencement. All manufacturers' warranties 3 provided by Motorola, and any other warranties typically provided by 4 Motorola or made applicable by law shall apply to the parts and labor 5 provided by hereunder. THESE WARRANTIES ARE THE COMPLETE WARRANTIES 6 FOR THE PORTABLE RADIOS PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN 7 LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES 8 OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR 9 CONDITIONS OF MERCHANTABILITY AND 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 - 7 - City: THE CITY OF VERNON 1 ATTN: BRUCE V. MALKENHORST, JR., ACTING CITY CLERK 2 4305 SANTA FE AVENUE 3 VERNON, CA 90058-0805 4 Motorola: MOTOROLA, INC. ATTN: CONTRACTS MANAGER 5 2601 MANHATTAN BEACH BLVD. REDONDO BEACH, CA 90278 6 13. General Provisions. 7 A. Independent Contractor. 8 At all times during the term of this Contract, Motorola shall 9 be an independent contractor and shall not be an employee of City. 10 City shall have the right to control Motorola only insofar as the 11 results of Motorola's services rendered pursuant to this Contract; 12 however, City shall not have the right to control the means by which 13 Motorola accomplishes services rendered pursuant to the Contract except 14 to the extent that such services involve the use of City property or 15 Confidential Information. 16 B. Motorola Not Agent. 17 Except as City may specify in writing, Motorola shall have no 18 authority, express or implied, to act on behalf of City in any capacity 19 whatsoever as an agent. Motorola shall have no authority, express or 20 implied, pursuant to this Contract to bind City to any obligation 21 whatsoever. 22 C. Limitation of Liability. 23 This limitation of liability provision shall apply 24 notwithstanding any contrary provision in this Agreement. Except for 25 personal injury or death, Motorola's total liability, whether for 26 breach of contract, warranty, negligence, strict liability in tort, 27 indemnification, or otherwise, will be limited to the direct damages 28 - 8 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16i, 17 18 19 20 21 22 23 24 25 26 27 28 recoverable under law, but not to exceed the price of the Portable Radios with respect to which losses or damages are claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE PORTABLE RADIOS, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of liability will survive the expiration or termination of this Agreement. No action for breach of this Agreement or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of such cause of action, except for money due upon an D. Insurance. Motorola agrees to provide insurance in the amounts and forms specified in Exhibit B, which is attached hereto and incorporated by reference. Comparable coverage shall be provided for each subcontractor used in the performance of this Contract. Motorola shall submit to City documentation indicating compliance with these minimum requirements no less than one (1) day prior to the beginning of performance under this Contract. Motorola shall not commence performance of its services under this Contract until the above insurance has been obtained and proof of insurance has been filed with and approved by City. - 9 - 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 any one 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 / / / - 10 - 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 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. M. Arbitration. The parties agree that any and all disputes arising out of or in relation to this Agreement, including without limitation any action in tort, shall be resolved exclusively, finally and conclusively by arbitration in Los Angeles County, California under the auspices of and pursuant to the rules of the Judicial Arbitration & Mediation Services Inc. (JAMS). Each party will select an arbitrator. Those two arbitrators will then select a third. The three member panel will make the final decision. The parties agree that the authority of the arbitrator to issue a money judgment shall be', limited to the contract price. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision. The arbitration decision shall be final and binding on, the parties. Notwithstanding the foregoing, the parties shall be permitted to access the court system to enforce any arbitration award or to obtain injunctive relief. The exclusive jurisdiction and venue for any such action shall be the Superior Court of California, Los Angeles County. N. No reports, maps, or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of Motorola. - 12 - 1 2 3 4 5 6 7 8 9 10 11 12. 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 IN WITNESS WHEREOF, the parties have caused this Contract to be executed by and through their authorized officers on the date, month and year first written above. I ATTEST: BRUCE V. MALKENHORST, JR. Acting City Clerk APPROVED AS TO FORM: ERIC T. FRESCH, City Attorney 32 By: Title: By: Title: CITY OF VERNON LEONIS C. MALBURG, Mayor MOTOROLA, INC. - 13 - EXHIBIT A (T A Cl) N m 0 m no O Z Z O 3 v C.:C v J c ci - a D x 0 c 0 � �p N N w ca W m r v z 0 v x z0 N o c m w y m v D O D o m F W -= S ,X C c� Z -4 O N m c� m m m c C '^ § a V ra -I > 3 r w < ai N< C, n l7 D m 10 N °_' 1 y v on P m CD r > '- N F o m D W z o -4 O (A AO psi 3 w�, ci M Al, o c c m 0 MOz zm = n 0, O O -4 N 1 A v � 5 w a p o � m O C) toD c�co v p Jo cS n O ;o m i x p 3 3 z z=' (=D':E M 0,= 3 3v r O y 1 s m nm x y sw cr m f• £ o 7 p v v a D 1= o m O w O 9- y `w<n N ;u m m vD m. v cn �.0 a a m � �n� a o 3 D 0,< C N f m a a�1 m X D. y D C TO v < oID •N gyp Ll N cCD o Co ms z �- O 7 Q y p D po x m m o o a m 2i nm r D m o n z � > A �s mco c =o v0, =.' O D-, (D npmac dm -i a y v m mz r zv m nw r x O m psi N =r m m (A' O D O m N N ;u O m 3 m 'o,� D vO am m o 0 o £ o.- y c� cm w T o a� O O Co o m Cl 0 o Q o 0 Z (Ojy Z N 3:tD W 10 0P. � a) N Z O O -I r m '< � _ _ :' Z x v 0 � D� � CA Cl) O w a 2 O yn Z z N m n 4..{ cAii GDvi m -a N O y10 "Lm CA _ CU C ) Z Cn rn C rn N z o -4 O in n m z C v o G) vvi�vcnOcl, O m C n S D C m C9 z 0 E =0 CD T. O D rn m mcN Z 6 m o O -i A Cl O z n> m z Z co 00 0 N y O V W :a p tD G t7� OD y. W V 00 O D7 o Ch G O A -4 Op Clt 0 o V O (Ono 00 40 L�»�viEn�►w ul N N W N N V ch N 00 O N cn w ul N GO O ? O O CA W O CDO. O O O O O O C O •P O 3 -o CD CD cn C- r- -+ymwm O ;o O O Ln O z 00 z z z 0 T D v m O m CO) Cn N U (D q > m W m voz`nz cl N , 00 Z Z z n D w m X O m Cn U) o u)(1) m m D N o 7 -rI y m w m Z o O N O Cn -ZG o Z Z Z 0 D v m r m O m CA C 3 9> W v n `G C O (D 7 CD 91 D N -r-� m w m > m z O o �z zz z 0 n v TI m m < X m O CO) N x r A to e O Q. <D ;a 'U M Z ° �n rn� lil O i m m 0 472 OMrn m rD CO) c Om�OG� O -i0 ZCA 'vg"0 "0 Z n N X Rio °rn N j n Z m ro ca M Gf mD C Z < 0 2 m m 3 rnp Zrnmrnm Z O c�-1-io"n 2 A 2 o rn rn D ; 2 m m c 2 0 "O rn v �D m n c c a c�c000 N m rn �-CZ0 p rn r 0 c x m N o � m v po cn CO) m c •'�' N O C: O Gl i N co V c _ C 0• EXHIBIT 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 EXHIBIT B INSURANCE SCHEDULE Motorola shall provide proof of insurance, including a standard certificate of insurance, in at least the following amounts and coverage (combined single limit permitted): L Coverage and Limits Hazards Automobile Liability Bodily Ini Property Damage Each Person Each Accident Each Accident Owned Automobiles $ 500,000 $1,000,000 $ 500,000 Hired Automobiles $ 500,000 $1,000,000 $ 500,000 Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000 Workers' Compensation $ Statutory Employers' Liability $1,000,000 per employer 11. Liabili General Liability $1,000,000 $2,000,000 $1,000,000 Premises Operations $1,000,000 $2,000,000 $1,000,000 Elevators (if applicable) $1,000,000 $2,000,000 $1,000,000 Independent Contractors $1,000,000 $2,000,000 $1,000,000 Products - Completed Operations $1,000,000 $2,000,000 $1,000,000 Contractual Liability $1,000,000 $2,000,000 $1,000,000 Umbrella Liability $2,000,000 $2,000,000 $2,000,000 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 original 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 and specifying the activities covered. 4. Such other endorsement as may be required by City. 5. A copy of your general and umbrella insurance policy declarations page. 6. A copy of schedule of forms of endorsement. b. In addition to the above, the Contractor shall provide such further proof of insurance documentation as the City deems necessary. EXHIBIT "B" LEONIS C. MALBURG Mayor THOMAS A. YBARRA Mayor Pro-Tem WM. "BILL" DAVIS Councilman H. "LARRY" GONZALES Councilman W. MICHAEL McCORMICK Councilman January 30, 2007 Motorola, Inc. Attn: Contracts Manager 6450 Sequence Drive San Diego, CA 92121 Re: Equipment Purchase Contract Dear Sir or Madam: MARK C. WHITWORTH Fire Chief LEWIS J. POZZEBON Director of Environmental Health S. KEVIN WILSON Director of Community Services SHARON L. DUCKWORTH City Treasurer DONAL O'CALLAGHAN Director of Light & Power The insurance requirements have been met. Transmitted herewith is a fully executed agreement, as referenced above, approved by City Council on November 1, 2006, through Resolution No. 9163. If you have any questions regarding this matter, please call Mr. Steve Towles at 323/583-8811 ext. 114. Very truly yours, /11,ie ly n 4 �4� Acting City Clerk NG:dr cc: Steve Towles Dolores Jaunzemis Resolution No. 9163 Agreement File No. 06-121 'Exclugive(p IubuAtriu[ 11/14/2006 14:53 FAX 323 826 1438 CITY CLERK'S OFFICE TX REPORT s** [a003 TRANSMISSION OK TX/RX NO 4799 CONNECTION TEL 78261439 SUBADDRESS CONNECTION ID LEGAL DEPT VERNO ST. TIME 11/14 14:47 USAGE T 06'08 PGS. SENT 34 RESULT OK (-T!- C0UN<. i e L.EONIS C. MALBURG Mayor THUMAS A. YBARRA Mayor Pro-Tem W M- 'BILL" DAVIS Councilman H_ "LAP.RY" GONZALES Councilman W. MICHAEL MCCORMiCJ( Councilman .J k't '�hrxrXd4 4305 Santa. Fe Avenue, Vernon, { Telephone (323) 583- Novem Motorola, Inc. Attn: Contracts Manager 6450 Sequence Drive San Diego, CA 92121 Re: Equipment Purchase and Professional Services Contract Dear Six or Madam: --u In accordance with Exhibit "B" of said agreement, you are to furnish the City with proof of insurance. Please submit your insurance documents to Willard Yamaguchi, Acting Risk Manager, for review and approval. Upon approval of said documentation, this office will forward to you a fully executed duplicate original agreement. :es .H N If you have any questions, please contact Willard Yamaguchi at 323/583-8811 ext. 175.