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Resolution No. 92991 RESOLUTION NO. 9299 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF 3 VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN EQUIPMENT PURCHASE CONTRACT BY AND BETWEEN THE 4 CITY OF VERNON AND MOTOROLA, INC. 5 6 WHEREAS, the City of Vernon (the "City") has obtained funds 7 from a 2005 Buffer Zone Protection Grant Program (No. 2005-GR-T5-0068; 8 OES ID 037-00000) for the purchase of 22 UHF mobile radios and related 9 equipment from Motorola, Inc. ("Motorola"); and 10 WHEREAS, various departments within the City in the past 11 have selected Motorola to provide various communication and accessory 12 equipment based upon its past performance and dependability; and 13 WHEREAS, because of the numerous equipment purchases during 14 the year from Motorola for various departments within the City, City 15 staff have recommended that a master equipment purchase agreement with 16 Motorola be developed to enable all departments to purchase equipment, 17 subject to work assignments being executed; and 18 WHEREAS, the City Council of the City of Vernon has 19 determined that, pursuant to the provisions of subsection (a) of 20 Section 2.27 of the Vernon City Code, it is in the public interest and 21 necessity to enter into an Equipment Purchase Contract with Motorola. 22 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 23 CITY OF VERNON AS FOLLOWS: 24 SECTION 1: The City Council of the City of Vernon hereby 25 finds and determines that the recitals contained hereinabove are true 26 and correct. 27 SECTION 2: The City Council of the City of Vernon hereby 28 approves the Equipment Purchase Contract with Motorola, in 1 substantially the same form as Exhibit A which is attached hereto and 2 incorporated herein by reference. 3 SECTION 3: The City Council of the City of Vernon hereby 4 authorizes the Mayor to execute said Contract for, and on behalf of, 5 the City of Vernon and the Acting City Clerk is hereby authorized to 6 attest thereto. 7 SECTION 4: The City Council of the City of Vernon hereby 8 authorizes the Acting City Administrator, or his designee, to make 9 whatever nonsubstantive, administrative and/or text changes, upon 10 advice of counsel, to the Contract. 11 SECTION 5: The City Council of the City of Vernon hereby 12 directs the Acting City Clerk, or his designee, to send one fully 13 executed Contract to: 14 Motorola, Inc. Attn. Contracts Manager 15 6450 Sequence Drive 16 San Diego, CA 92121 17 SECTION 6: The City Council of the City of Vernon hereby 18 authorizes the Acting City Administrator, or his designee, to execute 19 any and all documents necessary or required to implement and carry out 20 the Contract consistent with the terms of the Contract approved herein 21 for, and on behalf of, the City of Vernon and to perform such other 22 acts and deeds, as may be necessary or convenient to effect the 23 purposes of this Resolution and the transactions herein authorized. 24 25 26 27 28 - 2 - 1 2 3 4 5 6 7 8' 9 10 11 12 13 14' 15' 16 171' 18I 19 20 21 22 23 24 25 26 27 28 SECTION 7: 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 16th day of April, 2007. AT EST: MA ELA GIRON, Ac ing City Clerk LEONIS C. MAL RG, Ma or 3 - r 1 STATE OF CALIFORNIA ) ss 2 COUNTY OF LOS ANGELES ) 3 4 I, MANUELA GIRON, Acting City Clerk of the City of Vernon, do 5 hereby certify that the foregoing Resolution, being Resolution No. 6 9299, was duly adopted by the City Council of the City of Vernon at a 7 regular meeting of the City Council duly held on Monday, April 16, 8 2007, and thereafter was duly signed by the Mayor of the City of 9 Vernon. 10 int4 11 MANUELA 4GIR, cting City Clerk 12 (SEAL) 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 - 4 - EXHIBIT A EQUIPMENT PURCHASE CONTRACT THIS EQUIPMENT PURCHASE CONTRACT (this "Contract") is made, entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, as of this day of April, 2007, in the City of Vernon, County of Los Angeles, State of California BY AND BETWEEN THE CITY OF VERNON (hereinafter referred to as "City") 4305 Santa Fe Avenue Vernon, CA 90058 AND MOTOROLA, INC., a Delaware corporation (hereinafter referred to as "Motorola") 2601 Manhattan Beach Boulevard Redondo Beach, CA 90278 RECITALS WHEREAS, the City have determined that it needs to purchase various communication products and accessories as the City identifies them from time to time for departments within the City (hereinafter collectively referred to as the "Equipment"); and WHEREAS, the City intends by this Agreement that Motorola's relationship with the City be transparent and that Motorola will sell, deliver and bill the costs to the City and be paid in accordance with quotations supplied by Motorola and set forth in Schedule C attached hereto and incorporated herein by reference on a purchase -by -purchase basis; and WHEREAS, Motorola, through Advanced Electronics, Inc. or other Motorola representatives and vendors used by the City, has submitted a quotation or quotations (collectively, the "Proposal"), a copy of which is attached hereto as an exhibit to the Work Assignment attached as Schedule C for the purchase of the Equipment; and WHEREAS, Motorola has provided a bid at a competitive price and represents that it is qualified and capable of furnishing the Equipment that the City requires from time to time, as set forth in this Contract and the Proposal and is willing to do so on the terms and conditions set forth below; and WHEREAS, sometimes the Proposal will reflect prices and discounts based upon Motorola's Los Angeles County Contract #40856; and WHEREAS, the City desires to enter into an agreement with Motorola to provide for the 1 purchase of the Equipment from time to time, as defined below, on the terms and conditions set forth below. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Purchase and Sale of the Equipment. 1.1 Equipment. Motorola agrees to sell, deliver, furnish and test as necessary, and the City agrees to purchase the Equipment assigned to Motorola described in the Proposal from time to time (the "Assignment") in accordance with this Contract and the individual Notices to Proceed. The current list of approved Equipment assignments which Motorola has been authorized to sell and deliver are described in Schedule A annexed hereto. In the event of a conflict between the terms of this Contract and the Proposal, the terms of this Contract shall control. Motorola agrees to exercise its best efforts and to apply its knowledge, skills, and experience to all Equipment it is assigned hereunder. Motorola shall supply for each assignment a suitable Proposal to support the final cost numbers for all Equipment to be furnished to the City. The City's authorized representative shall deliver to Motorola approval for each assignment in the form attached hereto as Schedule C. The City authorizes the Acting City Administrator, or his designee, to approve all Assignments under this Contract to Motorola for sums not to exceed $250,000.00. However, Motorola shall not be at risk under this Contract for Equipment it has furnished pursuant to City directive. 1.2 Deliverv. Motorola shall obtain, sell and deliver the Equipment at the City of Vernon, F.O.B. Job Site. Motorola is responsible for all costs of full freight, including insurance, to Job Site. Risk of loss shall pass to the City upon delivery F.O.B. Job Site. 2. Time of Performance. Motorola shall commence and complete the delivery of the Equipment as follows: 2.1 Time Schedule. Motorola shall begin to obtain the Equipment upon the later of the full execution of this Contract or Assignment and the City's issuance of a Purchase Order (the "Commencement Date"). Motorola shall complete delivery of the Equipment no later than forty-five (45) days from the Commencement Date (the "Delivery Time"). Unless performance is excused, as set forth in Paragraph 2.2, Motorola's failure to deliver the Equipment within the Delivery Time shall constitute a material default of this Contract, and, among other remedies available to it, the City shall have the option of terminating this Contract. 2.2 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 term "uncontrollable force" shall mean any cause beyond the control of the party affected, including, but not 2 restricted to, flood, earthquake, storm, fire, lightening, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States Government or any other government, which by exercise of due diligence such parry could not reasonably have been expected to avoid and by exercise of 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. The Delivery Time shall be extended by Change Order by the number of days of delay caused by the uncontrollable force, as the City may reasonably determine. An extension of the Delivery Time by reason of an uncontrollable force shall not justify extra compensation for Motorola for administrative or other costs or expenses; provided, however, that if the time for achieving delivery is materially extended by reason of uncontrollable force through no fault of Motorola, Motorola shall be entitled to an increase in the Contract Sum, but only in any amount equal to the increase in Motorola's direct cost resulting from such delay. 3. Contract Sum. Motorola shall be paid in accordance with each executed Assignment attached hereto in the form set forth in Schedule C attached hereto (the "Contract Sum"). 4. Payment Terms. 4.1 Payment. One hundred percent (100%) of the Contract Sum shall be paid within thirty (30) days after (a) the City's receipt and approval of the Equipment and (b) the City's receipt of an invoice in a form reasonably acceptable to the City from Motorola. Invoices shall contain an itemization of the Equipment and services rendered and other directly related job expenses and subcontract charges incurred by Motorola and for which compensation is due. Motorola shall be responsible for paying any subcontractors used in the performance of this Contract. Subcontractors shall not bill the City directly. Payment of the invoice shall be made after acceptance and approval by the City within thirty (30) days of receipt. The City's approval of the invoice shall not be unreasonably withheld. Purchase orders shall be made out to Motorola in care of the Motorola representative, for processing. 4.2 Billings for Change Orders. Any billings for Change Orders, as defined in Paragraph 7 below, must be billed by separate invoice, with a copy of the applicable Change Order signed by the City attached to the invoice. 4.3 Payment Holds. Notwithstanding anything to the contrary contained herein, the City shall not be obligated to make any payment to Motorola if Motorola is in default of any of its obligations under this Contract; any portion of the Equipment is defective or not in accordance with the terms of this Contract (provided, however, that payment shall be made as to any portion of the Equipment that is acceptable to the City); or the conditions required for payment as set forth in Paragraph 4.1 above have not been satisfied. 4.4 Payment is Not Acceptance. Neither payment by the City nor use of the Equipment by the City shall constitute an acceptance of any Equipment not in accordance with the terms of this Contract. 5. Motorola's Representations, Warranties, and Covenants. 5.1 Capability. Motorola represents to the City that it is qualified, willing, and able to obtain, sell, and deliver the Equipment. 5.2 Assignment of Warranties; Delivery of Documentation. Motorola shall assign to the City at the time of the Equipment delivery all manufacturers' warranties and Motorola shall assemble and deliver to the City complete copies of all warranties, guaranties, and operating and maintenance data and all other documentation from all manufacturers pursuant to this Contract (the "Documentation"). 5.3 Compliance with Law. Motorola shall strictly observe and comply with all applicable federal, state, and local laws, ordinances, and regulations governing the sale and delivery of the Equipment, including, but not limited to any permit or license requirements of the United States Department of Commerce. 5.4 Authorizations. Motorola is authorized to do business in California and properly licensed and registered by all governmental authorities having jurisdiction over it. 5.5 Title to City. Motorola warrants that title to Equipment will pass to the City either by incorporation in the construction or upon the receipt of payment by Motorola, whichever occurs first, free and clear of all liens, claims, security interests or encumbrances, and that no seller of any Equipment or any portion thereof will retain an interest therein or an encumbrance thereon. 5.6 Payments to Third Parties. Motorola shall promptly pay all bills for labor and materials furnished by others in connection with this Contract. 5.7 Warran 5.7.1 Motorola's Warranties. Motorola warrants that all Equipment will be new and free from defects in materials and workmanship, comply with the specifications provided by the manufacturers, be of good quality and merchantability, and fit for their intended purposes, and conform to all applicable M governmental regulations, statutes, and ordinances. Any Equipment not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. In the event that the test results obtained by either Motorola or the City reveals that any portion of the Equipment does not meet the City's specifications or the City identifies any defects in or damage to the Equipment, Motorola shall promptly repair or replace any defective Equipment; provided, however, that if, in the City's reasonable discretion, the quantity or quality of the defects are substantial, the City shall have the option of rejecting the entire shipment of Equipment from that vendor, and obtaining another vendor to provide that Equipment. Motorola shall be responsible for all direct and indirect costs that may be incurred by the City in connection with the rejection and/or replacement of damaged or defective Equipment, including any and all damages caused to the City's existing equipment, storage and/or system by the use of defective Equipment provided by Motorola. 5.7.2 Manufacturers' Warranties. Motorola shall obtain for the benefit of the City, and assign to the City, commercially reasonable manufacturers' warranties, specifically, Motorola warrants the following: standard twelve (12) month labor and material warranty commencing from the date of operation, but not to exceed eighteen (18) months from the date of shipment. All manufacturers' warranties, any warranties typically provided by Motorola and any other warranties made applicable by law shall apply to the City's purchase of the Equipment. Warranties shall commence from the date the City receives the Equipment under this Contract or the City's acceptance of the Equipment being purchased hereunder, whichever occurs first. Motorola shall assist the City in the enforcement of all such warranties. 5.7.3 Warran , Period. Motorola, at its cost, shall promptly repair or replace or cause the manufacturer to repair or replace (provided, however, that the City shall cooperate in working with the manufacturers if the warranties have been assigned to the City) Equipment rejected by the City as defective or as failing to conform to this Contract if reported to Motorola within the Warranty Period. The Warranty Period shall commence from the date Equipment delivered hereunder or from the date of the City's acceptance of the Equipment being purchased hereunder, whichever occurs first; or (b) such longer period of time as may be prescribed by law or by the terms of the applicable manufacturers' warranty. The City shall give such notice promptly after discovery of a defective condition. A new Warranty Period shall commence for replaced Equipment on the date the replacement was made. Motorola's obligations hereunder shall include the obligation to repair any damage to other property caused by the defective Equipment or the repair thereof. Motorola shall indemnify the City from and hold the City harmless against any and all claims, liabilities, liens, damages, losses, costs, and expenses, including reasonable attorneys' fees and all costs of defense, arising out of or relating (a) to any such Equipment found to be defective or not in accordance with this Contract, or (b) the correction of any such Equipment. The foregoing representations, warranties, covenants, and agreements shall survive any termination of this Contract and final completion of the delivery of the Equipment and are in addition to, and not in lieu of, any and all other liability imposed upon Motorola by law with respect to Motorola's duties, obligations and performance hereunder. CI 6. Indemnification. 6.1 Motorola's Indemnity. To the fullest extent permitted by law, Motorola shall defend, indemnify and hold harmless City and its elected officials, officers, agents and employees from all claims, suits, actions, demands, damages, liabilities, expenses, judgments, settlements and penalties, losses, fines, and all costs and expenses incurred in connection therewith, including reasonable attorneys' fees and all costs of defense, arising out of or attributable to the negligent or wrongful acts of Motorola or its employees or agents in the delivery of Equipment under this Contract, except to the extent arising from or caused by the sole negligence or willful misconduct of the City, its officers, agents or employees. The terms of this indemnity shall survive the termination of this Contract. The obligations in this Paragraph are in addition to Motorola's duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by Motorola 6.2 Indemnity Process. The City shall notify Motorola in writing of any suits, claims or demands covered by this indemnity. Promptly after receipt of such notice, Motorola shall assume the defense of such claim with counsel reasonably satisfactory to City. If Motorola fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect conflict of interest exists between the parties with respect to the claim, or if in the sole judgment of City the assumption and conduct of the defense by Motorola would materially and adversely affect City in any manner or prejudice its ability to conduct a successful defense, then the City shall have the right to undertake the defense, compromise and settlement of such claim for the account and at the expense of Motorola Notwithstanding the above, if the City in its sole discretion so elects, City may also participate in the defense of such actions by employing counsel at its expense, without waiving Motorola's obligations to indemnify or defend. Motorola shall not settle or compromise any claim or consent to the entry of any judgment without the prior written consent of the City and without an unconditional release of all liability by each claimant or plaintiff to the City. 7. Change Orders. The City reserves the right to make additions to or deletions from the Equipment being purchased under this Contract. All such changes shall be incorporated in written change orders executed by the City. The Change Orders shall specify the changes ordered and the adjustment of prices, delivery schedules and warranties. Any Equipment or services added to this Contract under a Change Order shall be subject to all of the terms and conditions of this Contract, except as otherwise set forth in the Change Order. No VA claim for additional compensation or extension of time shall be valid or recognized unless contained in a Change Order signed by the City. 8. Termination of the Contract. 8.1 Right of Termination. This Contract may be terminated by the City, with or without cause, upon at least fifteen (15) calendar days' written notice delivered to Motorola 8.2 Termination by City Without Cause. In the event of termination by the City without cause, Motorola shall be compensated for all Equipment delivered prior to the date of delivery of the termination notice, plus compensation for (i) necessary work performed during the notice period and authorized in the termination notice, and (ii) all costs reasonably and necessarily incurred by Motorola directly attributable to termination which could not reasonably have been avoided and for which Motorola is not otherwise compensated that are incurred through the date of the termination and in effectuating the termination (the "Termination Expenses"). Termination Expenses shall not include lost profits, lost opportunities, consequential damages, or the like. 8.3 Termination by the City for Cause or by Motorola without Cause. If Motorola breaches this Contract, the City shall notify Motorola in writing of said breach and if Motorola has not cured the defect and/or deficiency within fifteen (15) calendar days of delivery of said notice, the City shall have the right to cancel this Contract on the 15t' day following delivery of notice to Motorola for cause. Motorola shall be responsible for all direct and indirect costs due to the City's re -procurement of the equivalent of the Equipment cancelled pursuant to this Paragraph 8.3. If this Contract is terminated by the City with cause, or terminated by Motorola without cause, the City shall pay Motorola for all Equipment delivered prior to the date of delivery of the termination notice, subject to the right of the City to withhold such unpaid amounts pending resolution of damages incurred by the City as a result of Motorola's default and for any reason described as a justification for a payment hold as set forth in Paragraph 4.3. 8.4 Actions Subsequent to Termination. Following the termination date, regardless of whether the Contract is terminated with or without cause, and subject only to the payments described in Paragraphs 8.2 or 8.3, as applicable, the City shall have no further duties, liabilities or obligations whatsoever under this Contract. Upon a termination of this Contract, except for its obligations under Paragraph 8.5 below, Motorola shall have no further rights, duties, liabilities or obligations whatsoever under this Contract. Notwithstanding anything in this Contract, including the foregoing, to the contrary, Paragraphs 5, 6, 8, 9, 10, 11.2, 11.3, 11.4, 11.5 and 11.11 shall survive the termination of this Contract. 8.5 Delivery of Work Product and Documentation. Within three (3) business days after any termination of this Contract, Motorola shall deliver to the City all Work Product (as defined in Paragraph 9) and all Documentation (as defined in Paragraph 5.2) pertaining to this Contract and any and all copies thereof, whether in the possession of Motorola or a party engaged by Motorola; provided, however, that solely for its internal auditing purposes, Motorola may, at its sole expense, make and retain copies of Work Product materials, subject to the confidentiality provisions of Paragraph 10. Motorola shall also furnish all such information, take all such other action and shall cooperate with the City as the City shall reasonably require in order to effectuate an orderly and systematic termination of Motorola's duties and activities hereunder. 9. Work Product. All finished or unfinished documents, plans, designs, drawings, data, databases, studies, surveys, maps, models, photographs, reports and other materials, in whatever form or medium, prepared by or for Motorola, its officers, employees, agents in the course of performing the obtaining, delivering, and selling to the City the Equipment sold under this Contract (collectively, the "Work Product"), but excluding working notes and internal documents, shall be the property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Motorola onto any other party. Work Product materials shall be delivered to City by Motorola as they are generated. 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. 10. Confidential Information. 10.1 Access to Confidential Information. The City may provide Motorola or allow Motorola access to certain information not available to the public concerning the City or businesses located in the City. The information may include information regarding companies located in the City, tax information, utility usage, and information concerning various company's sales, value of assets, or other confidential information about companies dealing with the City. All such non-public information shall be known as "Confidential Information" and may not be by Motorola for any purpose other than to perform its duties hereunder. 10.2 No Disclosure. Except as expressly permitted by prior written consent of the City, Motorola shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity, without the express prior Z written consent of an authorized representative of the City. Motorola 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 delivered all Equipment to be delivered pursuant to this Contract. Motorola hereby agrees that such Confidential Information and any documents provided may be used by Motorola only as authorized by the City. 10.3 Court Ordered Disclosure. Motorola shall immediately notify the City of any court order or subpoena requiring disclosure of Confidential Information, and shall cooperate with the City's legal counsel in responding to any such order or subpoena. Motorola 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. 10.4 Exceptions to Confidentiality. The foregoing obligations shall not apply to any Confidential Information lawfully in Motorola's possession prior to its acquisition from the City; received in good faith from a third party not subject to any confidential obligation to the City; or that now is or later becomes publicly known through no breach of confidential obligation by Motorola 10.5 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 any of the provisions of this Paragraph 10. Motorola acknowledges that in case of such breach or threatened breach of said provisions, the City would have no adequate remedy at law, and the City shall not be required to post a bond or other security or to prove damages. 11. General Provisions. 11.1 Entire Agreement. This Contract, with Schedules A, B and C, each of which is attached hereto and incorporated herein by this reference, represents the entire and integrated agreement between the parties hereto, and supersedes and replaces all prior and contemporaneous negotiations, representations, discussions, or agreements between the parties related to the matters set forth in this Contract. This Contract may be amended or modified only by a written amendment signed by the parties. 11.2 Forum Selection. Any action brought relating to this Contract shall be brought and held exclusively in a Court in or serving the County of Los Angeles, California. 11.3 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 10 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. 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. 11.4 Attorneys' Fees. If either party institutes an action or legal proceeding arising out of or related to this Contract or the relationship of the parties or their rights or duties in connection with the matters set forth in this Contract, whether sounding in tort, contract, or otherwise, the prevailing party in such action or proceeding shall be entitled to recover from the other party all costs and expenses, including all costs and reasonable attorneys' fees, in addition to any other remedy awarded by the court. 11.5 Notices. All notices required or permitted by this Contract shall be in writing and may be delivered in person (by hand or by messenger or courier service) or may be sent by certified or registered mail, return receipt requested, or by facsimile transmission during normal business hours, if delivery is confirmed and provided a copy is also delivered via delivery or mail, and shall be deemed effective upon delivery or refusal to accept delivery, if served in a manner specified in this Paragraph 11.4 to the recipient as set forth below. If a notice is delivered on a Saturday, Sunday, or holiday, it shall be deemed delivered on the next business day. Notices to the parties shall be sent to the addresses set forth below, or such other address as is provided by one party to the other in writing. If there is any change in a party's address, that party shall give notice, in writing, to the other parry indicating the address change within five (5) business days. CITY: City of Vernon Attn: Manuela Giron Acting City Clerk 4305 Santa Fe Avenue Vernon, CA 90058-0805 Copy to: City of Vernon Attn: City Attorney 4305 Santa Fe Avenue Vernon, CA 90058 11 Invoices to: City of Vernon Attn: Treasurer's Dept/Light & Power 4305 Santa Fe Avenue Vernon, CA 90058 MOTOROLA: Motorola, Inc. Attn: Contracts Manager 2601 Manhattan Beach Blvd. Redondo Beach, CA 90278 11.6 Status of Motorola At all times during the term of this Contract, Motorola shall be an independent contractor. Except as the City may specify in writing, Motorola shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent. Motorola shall have no authority, expressed or implied, pursuant to this Contract to bind the City to any obligation whatsoever. 11.7 Insurance. Motorola agrees to provide insurance in the amounts and forms specified in Schedule B, which is attached hereto and incorporated by reference. Motorola shall submit to the 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 work under this Contract until the above insurance has been obtained and proof of insurance has been filed with and approved by the City. Motorola shall not permit a subcontractor or vendor to perform work on City premises unless and until a certificate of insurance is obtained showing that such subcontractor or vendor has worker's compensation coverage. Motorola employs subcontractors as part of the services rendered, Motorola's protective coverage is required. Motorola may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein. 11.8 Assignment and Subcontracting Prohibited. No party to this Agreement may assign or subcontract any right or obligation pursuant to this Agreement except with the express written consent of the other party. Any other attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. 11.9 Partial Invalidity. Wherever possible, each provision hereof will be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any 12 respect, such provision will be limited to the extent required to make such provision valid and enforceable, and if necessary, severed from this Contract. All other terms and conditions shall remain in full force and effect. 11.10 Time of the Essence. Time is of the essence in the performance of this Contract. 11.11 Rights and Remedies. The City's rights and remedies under the Contract are cumulative with and in addition to all other legal and equitable rights and remedies which the City may have under applicable law. 12. Records. Motorola shall (a) maintain orderly files of correspondence, reports, work product, and all other documents related to the Assignment, and (b) keep, when the City has specified an Assignment, a detailed record of costs with corresponding receipts relative to the efforts undertaken pursuant to this Contract. All of the foregoing data and records shall be made available to City or its representative(s) promptly upon request. 13 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. CITY OF VERNON By: LEONIS C. MALBURG, Mayor ATTEST: MANUELA GIRON, Acting City Clerk APPROVED AS TO FORM Jeff A. Harrison, City Attorney MOTOROLA, INC. By: Typed Name: Title: By: Typed Name: Title: 14 s Q 0 0 C Dc N a N z 0 .. U Z O W 0 m > 0 m N x LL U z to ch N U X o� U q ' W N W o 0 M U Q c 0 L Q a ci E m z C N Q W d IX oz O w w A m N L m CL a N w Q w � J QI a H }I z z Z W. Z' Z Z G z'. ui ui > et > U J n. N Q O �. io (A 5 c .N N d N E w ix > w Q W J LL Q IL � Z ao } zzo wW) 0a n wMwaF- > v > U J c CL b N Q L N cn 0) U Cl) N w O > it Q W LL J oQ CL z z 00 40 z Z o Q 0 n > My > V to- m � m w a > W Q LwL. Q O Q U CL o } M LO cr 0 Q n w r, w Q �- > a > U _J • y a ti - U N Q ro � n. a� SCI�e�Ltle. SCHEDULE 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): I. Coveraze and Limits Hazards Automobile Liability Bodily Injury PrgppM 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 II. Liability 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 Contractor $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. SCHEDULE "B" SCHEDULE C ASSIGNMENT CITY OF VERNON WORK AUTHORIZATION NOTICE -TO -PROCEED Number: Approved by Finance Committee/City Council on Pursuant to Section 1.1 of the Equipment Purchase Contract between Motorola, Inc. ("Motorola") and the City of Vernon (Resolution No. 9299), and all amendments thereto (collectively referred to as the "Contract"), the City of Vernon issues this Assignment Work Authorization/Notice-To-Proceed to Motorola for the following Scope of Services. The work authorized herein shall be completed pursuant to the same terms and conditions of the Contract, unless otherwise indicated. City Contact Person: Eric T. Fresch, Acting City Administrator Scope of Services: Identify Scope Here Identify Account Number Compensation: Identify Compensation. Schedule: Identify the start and complete dates. Subcontractors: Identify all subcontractors involved. Authorized by: Accepted by: Eric T. Fresch Acting City Administrator Motorola, Inc. Dated: Approved as to Form: Jeff A. Harrison, City Attorney SCHEDULE C ASSIGNMENT CITY OF VERNON WORK AUTHORIZATION NOTICE -TO -PROCEED Number: 001 Approved by City Council on: April 16, 2007 Pursuant to Section 1.1 of the Equipment Purchase Contract between Motorola, Inc. ("Motorola") and the City of Vernon (Resolution No. 9299), and all amendments thereto (collectively referred to as the "Contract"), the City of Vernon issues this Assignment Work Authorization/Notice-To-Proceed to Motorola for the following Scope of Services. The work authorized herein shall be completed pursuant to the same terms and conditions of the Contract, unless otherwise indicated. City Contact Person: Eric T. Fresch, Acting City Administrator Scope of Services: Identify Scope Here: See Proposal Attached Hereto as Exhibit A Identify Account Number Customer #1000411,124 Compensation: Identify Compensation. $92,699.67, including taxes and shipping Schedule: Identify the start and complete dates. Subcontractors: Identify all subcontractors involved. Authorized by: Accepted by: Eric T. Fresch Acting City Administrator Motorola, Inc. Dated: Approved as to Form: Jeff A. Harrison, City Attorney SCHEDULE C I Zg C vv 0 A 1 r a c 0 m ® n m? m=? O w y Q Z O p a m m Er o_ f 15 m, S m wy co am c A K o. N ma Mw $od8m D o 7C 0 zm f. S m a m a�v a � m m:k g K �- m O v n ! m a o o v 2. o cs J. A < D O N C O T is e. in r$ O o. 5® m o m 2 3 !n m c' Ajm m 3_v m o � x 0 ! o v Wma C m m o C-L F.N _ y �IQ, w I= _ OR a cme _-' s " m 30 Sv o. m O mmG y 0 W n K O O (a T Gm :s m n firK< co 0 m c° m a a v, �, m n c C c g �M S _ g p0 a m c 0 o m O 0 c, O � w c" d ° Om O. O' 7 to F a 0 m a m 0 ec a d W ml N N N N N N N N N 3 N 0 z A D A D D m m m x vvvvvzzz -+ � A+yT� 0 3m0-� -4mz0 0 0 Z z 0 T C)>30r��O;N M -AS O m ; N mm OGvi�O� _ M 0 O 'D A Z v m 2 r G) A N cc 0 V m 0 m z W+? O O w V OD N OD IA W G O o w OI w � Hpp 40 '� N ~ N W Qi O O N O mb cn � 0 N � O w ap �a C � CO O O ,v CO 0 N O Oi D C w cn 03 °i cn a W a n 0 _N O C r 0 < v S a 0 'In � Z z m a o z- Z Z 0 p Z p cc Co _ 0 a O M D 0 r m m a N O m CA z 91 3 S D cn w D N n o v z >m m S o co w o m V r Z Z D Z 0 a v T o z x m < Co O m 0 x cn 0 co cn N o � x -- ri>mwm j m 'Con S o to Z � ZZ Z ?+ 44 -C -1 •O D 0 a v m ;u < 0 m a a, c m C m N D C7 S N a 9 0cn a c Z 0 ,. C 0 cn 93_ 0 0 o0 3 Z < � N � m qt v ® >mom m °Q>ozv,z 0 Z ca z Z z ~< o .� .� v D O o m = oz v > T m .&0 + 0 y � Z o z m O �-4 N 3 0 0 L 0 r a Lik CD CD UG CD O O l a M -4 0 CO) m v0 � �x N z CO) z m A Z D mZ Z m� z z z h Ul X -a mg O r c� m v � � C O tY G C4 c d o .� m m � N N *^ V a �► W -4 A to � V ~ O SUPPORTING DOCUMENTS EQUIPMENT PURCHASE CONTRACT THIS EQUIPMENT PURCHASE CONTRACT (this "Contract") is made, entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, as of this day of June, 2007, in the City of Vernon, County of Los Angeles, State of California BY AND BETWEEN THE CITY OF VERNON (hereinafter referred to as "City") 4305 Santa Fe Avenue Vernon, CA 90058 AND MOTOROLA, INC., a Delaware corporation (hereinafter referred to as "Motorola") 2601 Manhattan Beach Boulevard Redondo Beach, CA 90278 RECITALS WHEREAS, the City have determined that it needs to purchase various communication products and accessories as the City identifies them from time to time for departments within the City (hereinafter collectively referred to as the `Equipment"); and WHEREAS, the City intends by this Agreement that Motorola's relationship with the City be transparent and that Motorola will sell, deliver and bill the costs to the City and be paid in accordance with quotations supplied by Motorola and set forth in Schedule C attached hereto and incorporated herein by reference on a purchase -by -purchase basis; and WHEREAS, sometimes the Proposal will reflect prices and discounts based upon Motorola's Los Angeles County Contract #40856 until such County contract expires; and WHEREAS, the City desires to enter into an agreement with Motorola to provide for the purchase of the Equipment from time to time, as defined below, on the terms and conditions set forth below. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: Purchase and Sale of the Equipment. 1.1 Equipment. Motorola agrees to sell, deliver, furnish and test as necessary, and the City agrees to purchase the Equipment assigned to Motorola described in the Proposal from time to time (the "Assignment") in accordance with this Contract. The current list of approved Equipment assignments which Motorola has been authorized to sell and deliver are described in Schedule A annexed hereto. In the event of a conflict between the terms of this Contract and the Proposal, the terms of this Contract shall control unless otherwise agreed to by the Parties. Motorola agrees to exercise its best efforts and to apply its knowledge, skills, and experience to all Equipment it is assigned hereunder. Motorola shall supply for each assignment a suitable Proposal to support the final pricing for all Equipment to be furnished to the City. The City's authorized representative shall deliver to Motorola approval for each assignment in the form attached hereto as Schedule C. The City authorizes the Acting City Administrator, or his designee, to approve all Assignments under this Contract to Motorola for sums not to exceed $250,000.00. However, Motorola shall not be at risk under this Contract for Equipment it has furnished pursuant to City directive. 1.2 Delivery. Motorola shall obtain, sell and deliver the Equipment at the City of Vernon, F.O.B. Job Site. Motorola is responsible for all costs of full freight, including insurance, to Job Site. Risk of loss shall pass to the City upon delivery F.O.B. Job Site. 2. Time of Performance. Motorola shall commence and complete the delivery of the Equipment as follows: 2.1 Time Schedule. Motorola shall begin to obtain the Equipment upon the later of the full execution of this Contract or Assignment and the City's issuance of a Purchase Order (the "Commencement Date'). Motorola shall complete delivery of the Equipment no later than forty-five (45) days from the Commencement Date (the "Delivery Time"). Unless performance is excused, as set forth in Paragraph 2.2, Motorola's failure to deliver the Equipment within the Delivery Time shall constitute a material default of this Contract, and, among other remedies available to it, the City shall have the option of terminating this Contract. 2.2 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 term "uncontrollable force" 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, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of 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 of 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. The Delivery Time shall be extended by Change Order by the number of 0 days of delay caused by the uncontrollable force, as the City may reasonably determine. An extension of the Delivery Time by reason of an uncontrollable force shall not justify extra compensation for Motorola for administrative or other costs or expenses; provided, however, that if the time for achieving delivery is materially extended by reason of uncontrollable force through no fault of Motorola, Motorola shall be entitled to an increase in the Contract Sum, but only in any amount equal to the increase in Motorola's direct cost resulting from such delay. Contract Sum. Motorola shall be paid in accordance with each executed Assignment attached hereto in the form set forth in Schedule C attached hereto (the "Contract Sum") 4. Payment Terms. 4.1 Payment. One hundred percent (100%) of the Contract Sum shall be paid within thirty (30) days after (a) the City's receipt and approval of the Equipment and (b) the City's receipt of an invoice in a form reasonably acceptable to the City from Motorola. Invoices shall contain an itemization of the Equipment and services rendered and other directly related job expenses and subcontract charges incurred by Motorola and for which compensation is due. Motorola shall be responsible for paying any subcontractors used in the performance of this Contract. Subcontractors shall not bill the City directly. Payment of the invoice shall be made after acceptance and approval by the City within thirty (30) days of receipt. The City's approval of the invoice shall not be unreasonably withheld. Purchase orders shall be made out to Motorola in care of the Motorola representative, for processing. , 4.2 Billings for Change Orders. Any billings for Change Orders, as defined in Paragraph 7 below, must be billed by separate invoice, with a copy of the applicable Change Order signed by the City attached to the invoice. 4.3 Payment Holds. Notwithstanding anything to the contrary contained herein, the City shall not be obligated to make any payment to Motorola if Motorola is in default of any of its obligations under this Contract; any portion of the Equipment is defective or not in accordance with the terms of this Contract (provided, however, that payment shall be made as to any portion of the Equipment that is acceptable to the City); or the conditions required for payment as set forth in Paragraph 4.1 above have not been satisfied. 4.4 Payment is Not Acceptance. Neither payment by the City nor use of the Equipment by the City shall constitute an acceptance of any Equipment not in accordance with the terms of this Contract. ii� 5. Motorola's Representations Warranties and Covenants. 5.1 Ca abp ility. Motorola represents to the City that it is qualified, willing, and able to obtain, sell, and deliver the Equipment. 5.2 Assignment of Warranties; Delivery of Documentation. Motorola shall assign to the City at the time of the Equipment delivery all manufacturers' warranties and Motorola shall assemble and deliver to the City complete copies of all warranties, guaranties, and operating and maintenance data and all other documentation from all manufacturers pursuant to this Contract (the "Documentation") to the extent Motorola has such documentation. 5.3 CoMpliance with Law. Motorola shall strictly observe and comply with all applicable federal, state, and local laws, ordinances, and regulations governing the sale and delivery of the Equipment, including, but not limited to any permit or license requirements of the United States Department of Commerce. 5.4 Authorizations. Motorola is authorized to do business in California and properly licensed and registered by all govermnental authorities having jurisdiction over it. 5.5 Title to City. Motorola warrants that title and risk of loss to Equipment will pass to the City upon shipment by Motorola, whichever occurs first, free and clear of all liens, claims, security interests or encumbrances, and that no seller of any Equipment or any portion thereof will retain an interest therein or an encumbrance thereon. Motorola will pre -pay and add all freight charges to invoices. Title to software will not pass to City at any time. Motorola will pack and ship all Equipment in accordance with good commercial practices. 5.6 Payments to Third Parties. Motorola shall promptly pay all bills for labor and materials furnished by others in connection with this Contract. 5.7 Warranty. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. MOTOROLA SOFTWARE WARRANTY. Unless otherwise stated in the Software License Agreement, during the Warranty Period, Motorola warrants the Motorola Software in accordance with the terms of the Software License Agreement and the provisions of this Section that are applicable to the Motorola Software. EXCLUSIONS TO EQUIPMENT AND MOTOROLA SOFTWARE WARRANTIES. These warranties do not apply to: (i) defects or damage resulting from: use of the Equipment or Motorola Software in other than its normal, customary, and authorized manner; accident, liquids, neglect, or acts of God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by 0 Motorola; City's failure to comply with all applicable industry and OSHA standards; (ii) breakage of or damage to antennas unless caused directly by defects in material or workmanship; (iii) Equipment that has had the serial number removed or made illegible; (iv) batteries (because they carry their own separate limited warranty) or consumables; (v) freight costs to ship Equipment to the repair depot; (vi) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment; and (vii) normal or customary wear and tear. WARRANTY CLAIMS. To assert a warranty claim, City must notify Motorola in writing of the claim before the expiration of the Warranty Period. Upon receipt of this notice, Motorola will investigate the warranty claim. If this investigation confirms a valid warranty claim, Motorola will (at its option and at no additional charge to City) repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola Software. That action will be the full extent of Motorola's liability for the warranty claim. If this investigation indicates the warranty claim is not valid, then Motorola may invoice City for responding to the claim on a time and materials basis using Motorola's then current labor rates. Repaired or replaced product is warranted for the balance of the original applicable Warranty Period. All replaced products or parts will become the property of Motorola. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the original user purchasing the Products for commercial, industrial, or governmental use only, and are not assignable or transferable. 6. Indemnification. 6.1 Motorola's Indemnity. To the fullest extent permitted by law, Motorola shall defend, indemnify and hold harmless City and its elected officials, officers, agents and employees from all claims, suits, actions, demands, damages, liabilities, expenses; judgments, settlements and penalties, losses, fines, and all costs and expenses incurred in connection therewith, including reasonable attorneys' fees and all costs of defense, arising out of or attributable to the negligent or wrongful acts of Motorola or its employees or agents in the delivery of Equipment under this Contract, except to the extent arising from or caused by the negligence or willful misconduct of the City, its officers, agents or employees. The terms of this indemnity shall survive the termination of this Contract. The obligations in this Paragraph are in addition to Motorola's duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by Motorola 6.2 Indemnity Process. The City shall notify Motorola in writing of any suits, claims or demands covered by this indemnity. Promptly after receipt of such notice, Motorola shall assume the defense of such claim with counsel reasonably satisfactory to City and City will fully cooperate with Motorola in its defense of the City. If Motorola fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect conflict of interest exists between the parties with respect to the claim, or if in the sole judgment of City the assumption and conduct of the defense by Motorola would materially and adversely affect City in any manner or prejudice its ability to conduct a successful defense, then the City shall have the right to undertake the defense, compromise and settlement of such claim for the account Notwithstanding the above, if the City in its sole discretion so elects, City may also participate in the defense of such actions by employing counsel at its expense, without waiving Motorola's obligations to indemnify or defend. Motorola shall not settle or compromise any claim or consent to the entry of any judgment without the prior written consent of the City and without an unconditional release of all liability by each claimant or plaintiff to the City. 6.3 Motorola will defend at its expense any suit brought against City to the extent that it is based on an Infringement Claim, and Motorola will indemnify City for those costs and damages finally awarded against City for a third party's United States patent or copyright Infringement Claim. Motorola's duties to defend and indemnify are conditioned upon: City promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and City providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense procure for City the right to continue using the Equipment or Motorola Software, replace or modify it so that it becomes non -infringing while providing functionally equivalent performance, or grant City a credit for the Equipment or Motorola Software as depreciated and accept its return. The depreciation amount will be calculated based upon generally accepted accounting standards for such Equipment and Motorola Software. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon the combination of the Equipment or Motorola Software with any software, apparatus or device not furnished by Motorola; the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Equipment or Motorola Software; any Equipment that is not Motorola's design or formula; a modification of the Motorola Software by a party other than Motorola; or the failure by City to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. The rel foregoing states the entire liability of Motorola with respect to infringement of patents and copyrights by the Equipment, Motorola Software, or any of their parts. 7. Change Orders. The City reserves the right to make additions to or deletions from the Equipment being purchased under this Contract. All such changes shall be incorporated in written change orders executed by the City. The Change Orders shall specify the changes ordered and the adjustment of prices, delivery schedules and warranties. Any Equipment or services added to this Contract under a Change Order shall be subject to all of the terms and conditions of this Contract, except as otherwise set forth in the Change Order. No claim for additional compensation or extension of time shall be valid or recognized unless contained in a Change Order signed by the City. 8. Termination of the Contract. 8.1 Right of Termination. This Contract may be terminated by the City, with or without cause, upon at least fifteen (15) calendar days' written notice delivered to Motorola 8.2 Termination by City Without Cause. In the event of termination by the City without cause, Motorola shall be compensated for all Equipment delivered prior to the date of delivery of the termination notice, plus compensation for (i) necessary work performed during the notice period and authorized in the termination notice, and (ii) all costs reasonably and necessarily incurred by Motorola directly attributable to termination which could not reasonably have been avoided and for which Motorola is not otherwise compensated that are incurred through the date of the termination and in effectuating the termination (the "Termination Expenses"). Termination Expenses shall not include lost profits, lost opportunities, consequential damages, or the like. 8.3 Termination by the City for Cause or by Motorola without Cause. If Motorola breaches this Contract, the City shall notify Motorola in writing of said breach and if Motorola has not cured the defect and/or deficiency within thirty (30) calendar days of delivery of said notice, the City shall have the right to cancel this Contract on the 15`" day following delivery of notice to Motorola for cause. Motorola shall be responsible for all direct and indirect costs due to the City's re -procurement of the equivalent of the Equipment cancelled pursuant to this Paragraph 8.3. If this Contract is terminated by the City with cause, or terminated by Motorola without cause, the City shall pay Motorola for all Equipment delivered prior to the date of delivery of the termination notice, subject to the right of the City to withhold such unpaid amounts pending resolution of 7 damages incurred by the City as a result of Motorola's default and for any reason described as a justification for a payment hold as set forth in Paragraph 4.3. 8.4 Actions Subsequent to Termination. Following the termination date, regardless of whether the Contract is terminated with or without cause, and subject only to the payments described in Paragraphs 8.2 or 8.3, as applicable, the City shall have no further duties, liabilities or obligations whatsoever under this Contract. Upon a termination of this Contract, except for its obligations under Paragraph 8.5 below, Motorola shall have no further rights, duties, liabilities or obligations whatsoever under this Contract. Notwithstanding anything in this Contract, including the foregoing, to the contrary, Paragraphs 5, 6, 8, 9, 10, 11.2, 11.3, 11.4, 11.5 and 11.11 shall survive the termination of this Contract. 8.5 Deliverer of Work Product and Documentation. Within ten (10) business days after any termination of this Contract, Motorola shall deliver to the City all Work Product (as defined in Paragraph 9) and all Documentation (as defined in Paragraph 5.2) pertaining to this Contract relevant to the work that has been performed to the point of termination and any and all copies thereof, whether in the possession of Motorola or a party engaged by Motorola; provided, however, that solely for its internal auditing purposes, Motorola may, at its sole expense, make and retain copies of Work Product materials, subject to the confidentiality provisions of Paragraph 10. Motorola shall also furnish all such information, take all such other action and shall cooperate with the City as the City shall reasonably require in order to effectuate an orderly and systematic termination of Motorola's duties and activities hereunder. Motorola will provide third party documentation to the extent it has such documentation and provide such documentation up to the point of termination. 9. Work Product. All finished or unfinished documents, plans, designs, drawings, data, databases, studies, surveys, maps, models, photographs, reports and other materials, in whatever form or medium, prepared by or for Motorola, its officers, employees, agents in the course of performing the obtaining, delivering, and selling to the City the Equipment sold under this Contract (collectively, the "Work Product"), but excluding working notes and internal documents, shall be the property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Motorola or to any other party. Work Product materials shall be delivered to City by Motorola as they are generated. 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. 10. Confidential Information. 10.1 Access to Confidential Information. Either Party may provide the other Party or allow the other Party access to certain information not available to the public concerning either Party or businesses located in the City. The information may include information regarding companies located in the City, tax information, utility usage, and information concerning various company's sales, value of assets, or other confidential information about companies dealing with either Party. All such non-public information shall be known as "Confidential Information" and may not be used by either Party for any purpose other than to perform its duties hereunder. 10.2 No Disclosure. Except as expressly permitted by prior written consent of either Party, either Party shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity, without the express prior written consent of an authorized representative of either Party. Each Party shall return any written Confidential Information and all copies made of such items to the other Party upon the written request, but in any event not later than the date that Motorola has delivered all Equipment to be delivered pursuant to this Contract. Each Party hereby agrees that such Confidential Information and any documents provided may be used by each Party only as authorized by the other Party. 10.3 Court Ordered Disclosure. Each Party shall immediately notify the other Party of any court order or subpoena requiring disclosure of Confidential Information, and shall cooperate with the each Party 's legal counsel in responding to any such order or subpoena. Each Party 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. 10.4 Exceptions to Confidentiality. The foregoing obligations shall not apply to any Confidential Information lawfully in each Party's possession prior to its acquisition from either Party; received in good faith from a third party not subject to any confidential obligation to either Party; or that now is or later becomes publicly known through no breach of confidential obligation by either Party. 10.5 Remedies. In addition to any other remedies that it may have at law or in equity, each Party shall be entitled to a temporary and permanent injunction by a court of competent jurisdiction against any breach or threatened breach of any of the provisions of this Paragraph 10. Each Party acknowledges that in case I of such breach or threatened breach of said provisions, each Party would have no adequate remedy at law, and each Party shall not be required to post a bond or other security or to prove damages. 11. General Provisions. 11.1 Entire Agreement. This Contract, with Schedules A, B and C, each of which is attached hereto and incorporated herein by this reference, represents the entire and integrated agreement between the parties hereto, and supersedes and replaces all prior and contemporaneous negotiations, representations, discussions, or agreements between the parties related to the matters set forth in this Contract. This Contract may be amended or modified only by a written amendment signed by the parties. 11.2 Forum Selection. Any action brought relating to this Contract shall be brought and held exclusively in a Court in or serving the County of Los° Angeles, California. 11.3 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. 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. 11.4 Attorneys' Fees. If either party institutes an action or legal proceeding arising out of or related to this Contract or the relationship of the parties or their rights or duties in connection with the matters set forth in this Contract, whether sounding in tort, contract, or otherwise, the prevailing party in such action or proceeding shall be entitled to recover from the other party all costs and expenses, including all costs and reasonable attorneys' fees, in addition to any other remedy awarded by the court. 11.5 Notices. All notices required or permitted by this Contract shall be in writing and may be delivered in person (by hand or by messenger or courier service) or may be sent by certified or registered mail, return receipt requested, or by facsimile transmission during normal business hours, if delivery is confirmed and provided a copy is also delivered via delivery or mail, and shall be deemed effective upon delivery or refusal to accept delivery, if served in a manner specified in this Paragraph 11.4 to the recipient as set forth below. If a lull notice is delivered on a Saturday, Sunday, or holiday, it shall be deemed delivered on the next business day. Notices to the parties shall be sent to the addresses set forth below, or such other address as is provided by one party to the other in writing. If there is any change in a party's address, that party shall give notice, in writing, to the other party indicating the address change within five (5) business days. CITY-: City of Vernon Attn: Manuela Giron Acting City Clerk 4305 Santa Fe Avenue Vernon, CA 90058-0805 copy to: City of Vernon Attn: City Attorney 4305 Santa Fe Avenue Vernon, CA 90058 Invoices to: City of Vernon Attn: Treasurer's Dept/Light & Power 4305 Santa Fe Avenue Vernon, CA 90058 MOTOROLA: Motorola, Inc. Attn: Contracts Manager 2601 Manhattan Beach Blvd. Redondo Beach, CA 90278 11.6 Status of Motorola At all times during the term of this Contract, Motorola shall be an independent contractor. Except as the City may specify in writing, Motorola shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent. Motorola shall have no authority, expressed or implied, pursuant to this Contract to bind the City to any obligation whatsoever. 11.7 Insurance. Motorola agrees to provide insurance in the amounts and forms specified in Schedule B, which is attached hereto and incorporated by reference. Motorola shall submit to the 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 work under this Contract until the above insurance has been obtained and proof of insurance has been filed with and 11 approved by the City. Motorola shall not permit a subcontractor or vendor to perform work on City premises unless and until a certificate of insurance is obtained showing that such subcontractor or vendor has worker's compensation coverage. Motorola employs subcontractors as part of the services rendered, Motorola's protective coverage is required. Motorola may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein. 11.8 Assignment and Subcontracting Prohibited. No party to this Agreement may assign or subcontract any right or obligation pursuant to this Agreement except with the express written consent of the other party. Any other attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. 11.9 Partial Invalidity. Wherever possible, each provision hereof will be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be limited to the extent required to make such provision valid and enforceable, and if necessary, severed from this Contract. All other terms and conditions shall remain in full force and effect. 11.10 Time of the Essence. Time is of the essence in the performance of this Contract. 11.11 Rights and Remedies. The City's rights and remedies under the Contract are cumulative with and in addition to all other legal and equitable rights and remedies which the City may have under applicable law. 12. Records. Motorola shall (a) maintain orderly files of correspondence, reports, work product, and all other documents related to the Assignment, and (b) keep, when the City has specified an Assignment, a detailed record of costs with corresponding receipts relative to the efforts undertaken pursuant to this Contract. All of the foregoing data and records shall be made available to City or its representative(s) promptly upon request. 12 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. ATT MANUELA GIRO , City Clerk TO FORM 0 CITY OF VERNON By: Name: 4e04a C l / Title: Mayor Jeff(. Parris�l City Attorney UU 11 MOTOROLA, INC. By: Typed Name: M rrn c }} Title: MSS! Vice, Pre,S►+ Un Typed Name: Title: 13 SCHEDULE A j CA �y N .a a, Z . e 0 Z O g it <? U uO 03 > O 13 z O Q u rg � L > z E m o too z Q � r U r a z 0 m N (A m Q G � ro tow Q o a to 0 M X A U. U Z m d1 N U X ZO o 0 a uj U N _j J u o (] i W U z ai > CO t] t Q a 0 E w z a C N Q w m 0: Z 31 O Ll U w L[! W U) w O > W Q J U. Q U a zz >- z Zo0 Z v Q w CC., w Q > v > U J CD w a > D� w J LL Q a Q U } Z z co z Z Z O G EY �" CDC Lli Lu r > v > U U m o in d) a y f 2 3 r Q a 0 a 0 IL 7 i SCHEDULE 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): I. Coverage and Limits Bodily Injury Property Damage Hazards Each Person Each Accident Each Accident Automobile Liability 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 II. Liabilily 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 Contractor $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 $2 040 000 $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. r SCHEDULE C SCHEDULE C ASSIGNMENT CITY OF VERNON WORK AUTHORIZATION NOTICE -TO -PROCEED Number: Approved by Finance Committee/City Council on: Pursuant to Section 1.1 of the Equipment Purchase Contract between Motorola, Inc. ("Motorola") and the City of Vernon (Resolution No. 9299), and all amendments thereto (collectively referred to as the "Contract"), the City of Vernon issues this Assignment Work Authorization/Notice-To-Proceed to Motorola for the following Scope of Services. The work authorized herein shall be completed pursuant to the same terms and conditions of the Contract, unless otherwise indicated. City Contact Person: Scope of Services: Identify Scope Here Identify Account Number Compensation: Identify Compensation. Schedule: Eric T. Fresch, City Administrator Identify the start and complete dates. Subcontractors: Identify all subcontractors involved. Authorized by: Accepted by: Eric T. Fresch City Administrator Motorola, Inc. Dated: Approved as to Form: Jeff A. Harrison, City Attorney SCHEDULE C l ' I ASSIGNMENT CITY OF VERNON WORK AUTHORIZATION NOTICE -TO -PROCEED Number: 001 POLICE Approved by City Council on: April 16, 2007 Pursuant to Section 1.1 of the Equipment Purchase Contract between Motorola, Inc. ("Motorola") and the City of Vernon (Resolution No. 9299), and all amendments thereto (collectively referred to as the "Contract"), the City of Vernon issues this Assignment Work Authorization/Notice-To-Proceed to Motorola for the following Scope of Services. The work authorized herein shall be completed pursuant to the same terms and conditions of the Contract, unless otherwise indicated. City Contact Person: Scope of Services: Identify Scope Here: Identify Account Number Compensation: Identify Compensation Schedule: Eric T. Fresch, City Administrator See Proposal dated 2/1/07 Attached Hereto as Exhibit A Customer #1000411124 $92,699.67, including taxes and shipping Identify the start and complete dates. Subcontractors: Identify all subcontractors involved. Authorized by: Eric T. Fresch City Administrator Dated: Approved as to Form: Jeff A. Harrison, City Attorney Accepted by: Motorola, Inc. I 13 a] O 3 m O i r 0 x o Co Zp O p0 V: = O m c� Q c n 0 0 m N m o C r 4 d N fD �-o vN ➢ � r o D r 3<. m N m r' m m v � `F ® 5 r. ° a >® i r _ d co a' m w m o r- m[> 0 c w 0 o '^ i N v D) ri o 0 m m �. y f o O c ➢ � = av 0 -+ z --t x a. co 0 < o 0 ° m to m m o o 'o o N. �- o 0= n 0 -n i 3 wm o o ,0 Z m O y a+ a, mo=r 3, v m O r O 2 S y 5 o f m o. ° c to m 0 Z� n �'_ s � cl m D m m v m o o ➢ O m 0A m Win« In o rn im ZZ o o m `° w m 0 D O <� m a m S m Q O o-4 o w ® n m O "n O 3 c '< CD - A 0 ZS m W m m a� A w K -o n n <Fr a a m f, $ c to a 0 c v� 90 g Z$ AA o m ? i v 0 O CC v m � o v � 0 f<A O Z1 > "q n m w = A `c O r C EO A S m A a 6 3 n ww v f _ a a D w m W O to O a 3 a A r 7 0o ° m m my £ w m f]. a 0 O � 3 00 d W m I* n 0 a G� c: D � N p Cb < R < -4 m m 7 cD X O O O U Z Z 4 coi -0 D O P m D < D m A U) cn m n N -i 7 CC O -rinmwm o w X Z a p D O z coZ Z < D -0 D 'n � m m n m < O m c c�n % (3 lD (D D N o v rt)<w< O,;uw'u Z ow p co 0 Z Z �co nv r m m < ? m C 3 m O CD o cn m 3 D W N w < Z Z O D O o Z Z m r � m < W m O to C :4 G r m M 0 0 Q m Z { t m C Z m 0 0 < 3 Z m UQ w Cl CD o m m w � O^^ o Z /�.J X n 0 O n m x cs O W d'° n W � � 3 D (t a m a N CD O J D Z I D n D C Z c) C O O ro ® Ip Z < p m o `R CD Z D is O O � ® n � _ A .� Z ofl Q `4 Z o w ® m C 'a O O Imo X D � u Z D D my aZ m D m r 3 m�z_ -+ o :E z m Cl z to X -i mg Q r C r �JD.� m m N N w ^' to 0 a, 0 4 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 December 2, 2008 Motorola, Inc. Attn: Mark Schmidt 2601 Manhattan Beach Blvd. Redondo Beach, CA 90278-1604 Re: Equipment Purchase for Police Department - Notice -to -Proceed Nos. 003, 004, 005, 006 & 007 Dear Mr. Schmidt: Transmitted herewith are the fully executed work authorizations, as referenced above, approved by City Council on December 1, 2008, through Resolution No. 9299. If you have any questions regarding this matter, please call Mr. Steve Towles 323/583-8811 ext. 114. hy truly yours, G o City Clerk NG:dr c: Dolores Jaunzemis Steve Towles Resolution No. 9299 Agreement File No. 07-041 ETcfusivefy Industria( APPROVED DEC 0 I '08 CITY COUNCII Addend= CITY CLERK DISTRI UTION To: MARTHA VALENZUELA, PURCHASING AGENT OkFrom: DEBBY NICKENS, PURCHASING Date: 11/18/2008 Re: POLICE DEPARTMENT REQUISITION NO(S) 0003364, 0003365, 0003366, 0003379, 0003380 Purchasing submitted the above mentioned purchase requisition requests to Finance this morning. The requested equipment comprised of Motorola batteries, battery chargers, XTL 5000 radios, XTS 5000 UHF radios and XTS VHF radios. The suggested vendor for the requested items was Advanced Electronics, Inc., Purchasing was advised that the Equipment Purchase Agreement must be addressed to Motorola, Inc., c/o Advanced Electronics. Memorandum To: MARTHA VALENZUELA, PURCHASING AGENT From: DEBBY NICKENS, PURCHASING Date: 11/17/2008 Re: POLICE DEPARTMENT REQUISITION #0003364 APPROVED DEC 01 '08 CITY COUNCIL CITY CL RK DI T, IBUTION T�- Attached for your approval is requisition #0003364. The Police Department is requesting to purchase (170) MOTOROLA IMPRES NiMH 1700 MAH BATTERIES, MODEL #NNTN4436. These batteries are for the requested Motorola XTS 5000 radios. These batteries, "when used with the Impres chargers, provide automatic, adaptive reconditioning, end -of -life display and other advanced features." The manufacturer's warranty is for one year. After this period, these units will be added to the department's maintenance coverage with Advanced Electronics. The suggested vendor for this expenditure is Advanced Electronics, Inc., This vendor was selected because they are the exclusive distributor of the Motorola product line, in Southern California. This vendor also provides maintenance for the City's communication equipment, and is familiar with the department's current inventory. The approximate cost is $22,468.98 (cost includes sales taxes and shipping costs). Funding for this purchase will be taken from the Buffer Zone Protection Program grant. As previously stated, the items requested must be received and paid for by December 31, 2008, to ensure reimbursement to the City. ASSIGNMENT CITY OF VERNON WORK AUTHORIZATION NOTICE -TO -PROCEED Number: 003 POLICE Approved by the Finance Committee on n/a and the City Council on 12/01/08 Pursuant to Section 1.1 of the Equipment Purchase Contract between Motorola, Inc. ("Motorola") and the City of Vernon (Resolution No. 9299), and all amendments thereto (collectively referred to as the "Contract"), the City of Vernon issues this Assignment Work Authorization/Notice-To-Proceed to Motorola for the following Scope of Services. The work authorized herein shall be completed pursuant to the same terms and conditions of the Contract, unless otherwise indicated. City Contact Person: Eric T. Fresch, City Administrator Scope of Services: Identify Scope Here: See Proposal dated October 16, 2008, attached hereto as Exhibit A Put Motorola, c/o Advanced Electronics located at 2601 Manhattan Beach Blvd., Redondo Beach, CA 90278-1604, on purchase orders for shipping equipment. Identify Account Number Customer #1000411124 Compensation: Identify Compensation. $22,468.98, including taxes and shipping Schedule: Identify the start and complete dates. Subcontractors: Identify all subcontractors involved. Authorized by: �� 11�� Eric T. Fresch City Administrator Dated: Approved as �O& : n ,4� Jel r arriW, City Attorney Accepted by: lal Motorola, Inc. 0 W N` oft - n '0 pN Q, W � O z N Z W m > � O w 0 m p �z m ` m � Y E t0 Z H Q � U s z a N N OQ d 'o a a � 0 LL v) i a CD a a U 9 w Wo w Ih U Q m W > o a a Q E z Ir W a w O d Z rt Z uj 0 � v W O m a i a N T W Q W U. h Q 2 N U) z > U a U m a z O z w > w O. .0 w a Q LL z Q. F' to zU) z CDW O' c d: > >cNNQia m CO a � LL z to O Q O o m i wMwaF- > > U J L Z Q. C �N m co Q. eV a ti T F.O. m ro ro o Q $ c w a o $ d n � g o y 3 a NN - ma ov O O W N p N p U MuNn o O 3 L ro p $ C a c p 0. T � p W Q •? T or 0 .d., tY IOL c o O m = 0� OLL L tip o� y�� n Lao: W Z E Q z a �' F � o � N $ � ° 2 w a E W C7 c L t LL O O d O - TO rn v N 4 p O C c a 2 UJ 0., N w G W N C O 8 5 U) 3 v > T .0 y H m •� & x e K �ht� qda� z N M v N Motorola Government and Enterprise - Motorola impres — Batteries and Accessories — .., Yage 1 of 1 Select Country/Re( Israel i Motorola Home About Motorola Motorola Products and Services English (US) Government and Enterprise Login I Reg Gov_ernmeni_and_.Ente_[prise > Products antic Services > Portablg Radios, ? A$TRO.25__Network > Mission Critical _X,TS,.5000 > I 4436E NNTN4436B Government Solutions Products and Services GD Email this page M Printer Friendly Version Ald_To Portable Radios impresTm Battery - NiMH 2O00 mAh (1750 min) 7.5V Mobile Radios Intelligent SCADA Solutions Motorola impresTm batteries, when used with a Motorola impres charger, Com atik provide automatic, adaptive reconditioning, end of life display, and other _ p M2M Wireless Modules advanced features. Data is stored in the battery and communicated to the Billing & Provisioning charger via a unique impres communication protocol which is designed to s XT$_5Q00 Solution — MiBAS maximize talk time and optimize battery cycle life - all automatically. XTS 3500 2-Way Radios Motorola Nickel -Metal Hydride (NIMH) batteries can work 40% to 60% X_T-5-3-00 Fixed Mobile Car Phones longer between charges than NiCd batteries of similar size, but do not Dispatch Products operate as efficiently in extreme temperatures. NIMH contain fewer toxic Mobile Data Terminals chemicals, so disposal is more environmentally friendly, Infrastructure Products THIS ITEM IS INTRINSICALLY SAFE ONLY WITH FOLLOWING Mobile Applications RADIOS: ASTRO Digital XTS 3000, XTS 3500, XTS 5000 Government. Applications .._ Specification Overview Computer Aided Dispatch Chemistry Type - NIMH (CAD) Volts - 7.5 Biometrics Average Milliamp Hour (mAh) - 2000 Site Equipment Warranty - Warranted for 18 months electrical performance to maintain Test Equipment 80% capacity & 24 months for workmanship defects Factory Mutual (FM) Rating - IS* Accessories FM Class - 1,11,111 Wireless Data FM Division - 1 Communication Networks FM Group - C,D,E,F,G** Other Information - impres Documents and Files Locate a Dealer Contact Us Terms of Use Privacy Practices Contact Us Copyright 2007 Motorola Inc. All Rights Reserved. http://www.motorola.com/govermnentandenterprise/il/en-us/publiclfunctionslbrowseprod... 11 /18/2008 rage i of z Nickens, Debby From: Dee Conrey[dconrey@advancedelectronics.com] Sent: Monday, November 17, 2008 10:18 AM To: Nickens, Debby Subject: Quote Attachments: VERNON—MR XTS5000UHF_WTRUNK_WINEGARD REV102908.xlsx Motorola XTS 5000 Digital Portable The new top of the.line Motorola XTS 5000 portable radio is ready and equipped to meet the needs of demanding environments. The most interoperable radio of its class, the Motorola XTS 5000 radio is an incredibly versatile Public Safety portable designed for mission -critical APCO Project 25 users. It's Motorola's newest maximum performance two-way radio that is equipped to meet your demands as well as provide a peace of mind with secure communications. Basic Model Includest Antenna, .Battery, Belt Clip, User Guide, Manufacturer's Warranty for one year. Technical Data: Channels: 16-48 channels — Model I, 850 channels — Model II & III Power: 3W-700/800MHz, 6W—VHF, 1-5W—UHF, 2-5W—UHF Battery Life (based on 515/90 duty cycle): 8 hours — Ultra High Capacity NiCD, 8 hours — Standard Ultra High Capacity NiMH, 8 hours — Lithium Ion, 8 hours — Ultra High Capacity NiCD Keypad: Model I — No, Model II — Yes, limited, Model III — Yes, full Display: Model I — No, Model II — Yes, 2 line icons plus 4 line 12 characters per line, Model III — Yes, 2 line icons plus 4 line 12 characters per line Coverage: Programming Software allows adjustable power output for varying coverage Mil Spec: 810 C, D, E and F, submersible (6ft for 2 hrs.) models available Dimensions H x W x L (with standard -battery): 12.72" x 2,44" x 1.83" (323.01 mm x 61.98 mm x 46.48 mm) Weight (with standard battery): 12.5oz (354.38 g) without battery, 21.6oz (612.36 g) with Ultra High Capacity NiCD battery Frequency: 700/800MHz, UHF Range I, UHF Range II, VHF Same warranty applies to the XTL5000 Mobiles. I will out of the office on Tuesday and Wednesday for a Motorola meeting. I will need to leave the office about 2:00 PM today for my flight. If you need anything else just let me know. Dee Conrey 11 /18/2008 �Vlemorandum APPROVED DEC 01 '08 CITY COUNCIL CITY CL RK DIRIB TIO-ft To: MARTHA VALENZUELA, PURCHASING AGENT rom: DEBBY NICKENS, PURCHASING Date: 11 /17/2008 Re: POLICE DEPARTMENT REQUISITION #0003365 1 2n GI TY C L -RK'S Attached for your approval is requisition 40003365. The Police Department is requesting to purchase (39) MOTOROLA IMPRES DESK TOP CHARGERS, MODEL #WPLN4111AR and (17) MOTOROLA IMPRES MULTI -UNIT CHARGERS, W/DISPLAY, MODEL #WPLN4130A. These chargers will be used with the requested XTL AND XTS Motorola radios. The manufacturer's warranty is for (18) months electrical performance to maintain 80% capacity and (24) months for workmanship defects. After this period, these units will be added to the department's maintenance coverage with Advanced Electronics. The suggested vendor for this purchase is Advanced Electronics, Inc., This vendor was selected because they are the exclusive distributor of the Motorola product line, in Southern California. This vendor also provides maintenance for the City's communication equipment, and is familiar with the department's current inventory. The approximate cost for this expenditure is $27,317.87 (cost includes sales taxes and freight charges). Funding for this expenditure is coming from the Buffer Zone Protection Program grant. Items requested must be received and paid for by December 31, 2008. 1 ASSIGNMENT CITY OF VERNON WORK AUTHORIZATION NOTICE -TO -PROCEED Number: 004 POLICE Approved by the Finance Committee on n/a .and the City Council on 12/01/08 Pursuant to Section 1.1 of the Equipment Purchase Contract between Motorola, Inc. ("Motorola") and the City of Vernon (Resolution No. 9299), and all amendments thereto (collectively referred to as the "Contract"), the City of Vernon issues this Assignment Work Authorization/Notice-To-Proceed to Motorola for the following Scope of Services. The work authorized herein shall be completed pursuant to the same terms and conditions of the Contract, unless otherwise indicated. City Contact Person: Scope of Services: Identify Scope Here: Identify Account Number Compensation: Identify Compensation. Schedule: Eric T. Fresch, City Administrator See Proposal dated August 21, 2008, attached hereto as Exhibit A Put Motorola, c/o Advanced Electronics located at 2601 Manhattan Beach Blvd., Redondo Beach, CA 90278-1604, on purchase orders for shipping equipment. Customer #1000411124 $27,317.87, including taxes and shipping Identify the start and complete dates. Subcontractors: Identify all subcontractors involved. Authorized by: Eric . 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Privacy Policy Technical Info. & FAQ Contact Us Find Accessories By Nextel Model Find Accessories By Two Way Manufacturers change part nu If you cannot find what you' please call to speak to a Te Think You've Got The Skill T+ Click Here And Find Search `Text Search For Military & Government Orders N= Em KPIZ=11 YOU ARE HERE; Home > Motorola IMPRES Batteries & Chargers .> IMPRES Single Unit char XT5., MT1500,,.PR1500, HT100, MT2000,MTX1300.O, MTX900.0, Sager > WP!-N4111: Single IM Tri-Chem Product Information WPLN4111: Single IMPRES Smart Charger Tri-Chem By: Motorola OUR PRICE: $156.17 Compare at: $199.86 You Save: $42.83 (That's almost 22% OFF!) Buy 5 or more for $151.83 each Buy 10 or more for $147.73 each I!�'�3�V EI-E-mall this item to a friend Item#: WPLN4111 UPC: CHARG Motorola Original WPLN4111AR: IMPRES Smart Charger: (has replaced NTN stands for: Intelligent Motorola Portable Radio Energy System. NOTE: the fI. of the IMPRES charger can only work with IMPRES smart batteries. Howevei function as a rapid charger for standard MDtQrola batteries NiCad, NIMH or L Fits: JT1000,HT1000, MT1500, PR1500, MTS2000, MTX838MTX8000, MTX9l XTS2500, XTS3000, XTS3500, XTS5000, Astro Saber, Saber. IMPRES Adaptive Charger Provides: Rapid charging, conditioning charging 8 conditioning. IMPRES batteries provide smart circuitry which allows it to con to IMPRES charger. Charger can read IMPRES battery and charge or conditic based on its history. Recondition will only occur when needed. IMPRES Technology provides: Automatic reconditioning without unnecessary Charge algorithm eliminates heat build up, thus extend battery life. Designe automated battery reconditioning, smarter fuel gauging & other features to battery life. PRIMARY USERS: Government, Military and fleet operators who reliable &secure communications. NOTE: To avoid confusion, for ordering purposes, the suffix letter after the not listed. http://www.batterysupplier.com/get_item_wpin4l I Lhtm 11/17/2008 Page 1 of Nickens, Debby From: Dee Conrey[dconrey@advancedelectronics.com] Sent: Monday, November 17, 2008 10:18 AM To: Nickens, Debby Subject: Quote Attachments: VERNON—MR XTS5000UHF WTRUNK WINEGARD REV102908.xlsx Motorola XTS 5000 Digital Portable The new top of the line Motorola XTS 5000 portable radio is ready and equipped to meet the needs of demanding environments. The most interoperable radio of its class, the Motorola XTS 5000 radio is an incredibly versatile Public Safety portable designed for mission -critical APCO Project 25 users. It's Motorola's newest maximum performance two-way radio that is equipped to meet your demands as well as provide a peace of mind with secure communications. Basic Model Includes: Antenna, Battery, Belt Clip, User Guide, Manufacturer's Warranty for one year. Technical Data: Channels: 16-48 channels — Model I, 850 channels — Model II & III Power: 3W-700/800MHz, 6W—VHF, 1-5W—UHF, 2-5W—UHF Battery Life (based on 5/5/90 duty cycle): 8 hours — Ultra High Capacity NiCD, 8 hours — Standard Ultra High Capacity NiMH, 8 hours — Lithium Ion, 8 hours — Ultra High Capacity NiCD Keypad: Model I — No, Model II — Yes, limited, Model III — Yes, full Display: Model I —No, Model II —Yes, 2 line icons plus 4 line 12 characters per line, Model III — Yes, 2 line icons plus 4 line 12 characters per line Coverage: Programming Software allows adjustable power output for varying coverage Mil Spec: 810 C, D, E and F, submersible (6ft for 2 hrs.) models available Dimensions H x W x L (with standard battery): 12.72" x 2.44" x 1.83" (323.01 mm x 61.98 mm x 46.48 mm) Weight (with standard battery): 12.5oz (354.38 g) without battery, 21.6oz (612.36 g) with Ultra High Capacity NiCD battery Frequency: 700/800MHz, UHF Range I, UHF Range II, VHF Same warranty applies to the XTL5000 Mobiles. I will out of the office on Tuesday and Wednesday for a Motorola meeting. I will need to leave the office about 2:00 PM today for my flight. If you need anything else just let me know. Dee Conrey 11/18/2008 Memorandum APPROVED DEC 01 '08 CITY COUNCIL CITY CLERK DISTRIBUTION o� To: MARTHA VALENZUELA PURCHASING AGENT .. 4,-From: DEBBY NICKENS, PURCHASING �J I�,f r ("E E Y v t h',1, d t I-I-it4h Date: 11/13/2008 Re: POLICE DEPARTMENT REQUISITION #0003366 Attached for your approval is requisition #0003366. The Police Department is requesting to purchase (27) MOTOROLA XTL5000 VHF MOBILE RADIOS), MODEL #M20KTS9PWIAN(see attached, (27) SOFTWARE ASTRO DIGITAL CAI OPERATION PKGS, MODEL #G806AT and other related equipment.' These units are replacing existing Motorola Spectra radios, which are approximately (20) years old, and are in need of replacement. Lt. Jerry Winegar advised that the existing units will be listed as surplus. The requested radios are APCO Project 25 compliant, which ensures that public safety agencies can intercommunicate with each other. This is crucial when responding to major public safety emergencies, and the coordination of resources and manpower can influence the outcome. These radios are mounted on their own mini console, and will be placed in the department's patrol units which do not have the XTL 5000 radios. The manufacturer's warranty is for one year. After this period, these units will be added to the department's maintenance coverage with Advanced Electronics. The suggested vendor for this expenditure is Advanced Electronics, Inc., This vendor was selected, because they are the exclusive distributor of the Motorola product line, in Southern California. This vendor also provides maintenance for the City's communications equipment, and is familiar with the department's current inventory. The approximate cost for this expenditure is $99,499.45 (cost includes sales tax and delivery). Funding for this expenditure will come from the Buffer Zone Protection Program grant. The requested radios and equipment must be delivered and paid for by December 31, 2008. ASSIGNMENT CITY OF VERNON WORK AUTHORIZATION NOTICE -TO -PROCEED Number: 005 POLICE Approved by the Finance Committee on n/a and the City Council on 12/01 /08 Pursuant to Section 1.1 of the Equipment Purchase Contract between Motorola, Inc. ("Motorola") and the City of Vernon (Resolution No. 9299), and all amendments thereto (collectively referred to as the "Contract"), the City of Vernon issues this Assignment Work Authorization/Notice-To-Proceed to Motorola for the following Scope of Services. The work authorized herein shall be completed pursuant to the same terms and conditions of the Contract, unless otherwise indicated. City Contact Person: Scope of Services: Identify Scope Here: Identify Account Number Compensation: Identify Compensation. Schedule: Eric T. Fresch, City Administrator See Proposal dated October 21, 2008, attached hereto as Exhibit A Put Motorola, c/o Advanced Electronics located at 2601 Manhattan Beach Blvd., Redondo Beach, CA 90278-1604, on purchase orders for shipping equipment. Customer #1000411124 $99,499.45, including taxes and shipping Identify the start and complete dates. Subcontractors: Identify all subcontractors involved. Authorized by: Eric . Fresch City Administra rj q Dated: I 7/ I V Approved as to rm: 11 Jef arri ,City Attorney Accepted by: M&JP* kch Ind-1 Motorola, Inc. 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In 3 roc �� NF- m.o as V o a•E' rn cS m c c c cam° _ �' �'�' ° c .� u� = ro at Qu) ro 0 my �'o 0.�o�o 0o c�- > E._O ro O 0 Wm ao u m c vi 0 m c c'� u u c °; NQ 2 ro cp W a) m 0 c ro 0 g > L-$ $ ���co >a 0 do oF- c V� ro u ro wZ,os N °'° _� -N E E 0 o c '- 0 -0 m 2 0 d� w c�� m '0`n ° S`n a¢� $w uY E o d a'o e o u a) N �� E E ° ~U G_F- c $Cm rn ro►J-`� oIJ- 12 c a m c>+'3 o c'- u u Z rn a> c >+d `� �� �.q 00 cn 3 W Xro�y rox -ac `X�° bXm �$ vv O � crouro a = �` 00 00 0O VU po 03 I=-O� WI- v°i � vroi 3 51=- UF=- c� m cca E a 2Q o d m r-=-•�Q LLQ 8 �m inci Gro0 v)u) 00 �10 1: r•r•,1 �i a d Z 00 O O N To: MARTHA VALENZUELA, PURCHASING AGENT From: DEBBY NICKENS, PURCHASING Date: 11/17/2008 Re: POLICE DEPARTMENT REQUISITION #0003379 APPROVED DEC 01 '08 CITY COUNCIL V. Attached for your approval is requisition #0003379. The Police Department is requesting to purchase (45) MOTOROLA XTS 5000 ASTRO DIGITAL "UHF" RADIOS, MODEL #H18SDH9PW7AN, (45) BATTERY IMPRESS NIMH, MODEL #Q393AN, (45) ASTRO,DIGITAL CAI OPERATION SOFTWARE PKGS, MODEL #Q806BA, (45) SMARTZONE SYSTEM SOFTWARE PKGS, MODEL #H38BR and (45) PROJECT 25 9600 BAUD TRUNKING SOFTWARE, MODEL #Q361AK. The requested units are not replacing any existing units. These radios will be added to the department's existing inventory of radios, which will be available for the department's sworn officers and non -sworn personnel. There will be (10) spare units. The requested radios are APCO- Project 25 compliant. The manufacturer's warranty is for one year. After this period, "these units will be added to the department's maintenance coverage with Advanced Electronics. The requested radios are "UHF — Ultra High Frequency" which refers to radio signals in the 300 to 3000 MHz range. Lt. Winegar advised that the UHF frequency is the frequency used by the surrounding mutual aid agencies. The CAI* operation software ensures basic radio -to -radio digital interoperability and compatibility. The SmartZone software allows multi -site, wide area communications. The suggested vendor for this purchase is Advanced Electronics, Inc., This vendor was selected because they are the exclusive distributor of the Motorola product line, in Southern California. This vendor also provides maintenance for the City's communication equipment, and is familiar with the department's current inventory. The approximate cost for this expenditure is $158,908.93(cost includes sales taxes and shipping charges). Funding for this expenditure will be taken from the Buffer Zone Protection Program grant. As previously stated, the requested items must be received and paid for by December 31, 2008, in order for full reimbursement under this grant. ASSIGNMENT CITY OF VERNON WORK AUTHORIZATION NOTICE -TO -PROCEED Number: 006 POLICE Approved by the Finance Committee on n/a and the City Council on 12/01/08 Pursuant to Section 1.1 of the Equipment Purchase Contract between Motorola, Inc. ("Motorola") and the City of Vernon (Resolution No. 9299), and all amendments thereto (collectively referred to as the "Contract"), the City of Vernon issues this Assignment Work Authorization/Notice-To-Proceed to Motorola for the following Scope of Services. The work authorized herein shall be completed pursuant to the same terms and conditions of the Contract, unless otherwise indicated. City Contact Person: Scope of Services: Identify Scope Here: Identify Account Number Compensation: Identify Compensation. Schedule: Eric T. Fresch, City Administrator See Proposal dated October 21, 2008, attached hereto as Exhibit A Put Motorola, c/o Advanced Electronics located at 2601 Manhattan Beach Blvd., Redondo Beach, CA 90278-1604, on purchase orders for shipping equipment. Customer #1000411124 $158,908.93, including taxes and shipping Identify the start and complete dates. Subcontractors: Identify all subcontractors involved. Authorized by: Eric T. Fresch City Administrat r Dated: 1 Z 1 Approved as t orm: Je . arri City Attorney Accepted by: wf,�/ S ", Motorola, Inc. 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Q Im E t10 C N vV) c oa E m zmmmEv am�acco ac.- a9E'>,uoi Z =Eg a m$ N V� o 0) -E 'i o :� a -,r LL. c a Ems. oc0 Go) co aEm arc u�o v >a, !mmotSia m h -�.UZc E m lL m E$mm •10 �N > QI Zay IE N N d luCL N N ��p r Qf •� .y C W N U �' 10 > o ° oo�mm O.m� E 0c°aL O U so>momt�� L) OD LT y c O •2 y C y C y N O p) � -O C N ° m.1 L C to O m �p O_ O y U N ° y o .Z O Q o o co O .rnm a m ° o a 0 4 Z ii °� o c >g o a p h Q v aci a o c c a m m m a ° E_ sN cQ ai ac �fi m aEaEi my a oN° oom N E w w W15 yc C,m's ,G C%ja 31 a m mt ° o N I� . m Qoa 0'0 ❑Na� N m m w 0 O Page 1 of 2 Nickens, Debby From: Dee Conrey[dconrey@advancedelectronics.com] Sent: Monday, November 17, 2008 10:18 AM To: Nickens, Debby Subject: Quote Attachments: VERNON—MR XTS5000UHF_WTRUNK WINEGARD_REV102908.xlsx Motorola XTS 5000 Digital Portable The new top of the line Motorola XTS 5000 portable radio is ready and equipped to meet the needs of demanding environments. The most interoperable radio of its class, the Motorola XTS 5000 radio is an incredibly versatile Public Safety portable designed for mission -critical APCO Project.25 users. It's Motorola's newest maximum performance two-way radio that is equipped to meet your demands as well as provide a peace of mind with secure communications. Basic Model Includes: Antenna, Battery, Belt Clip, User Guide, Manufacturer's Warranty for one year. Technical Data: Channels: 16-48 channels — Model I, 850 channels — Model II & III Power: 3W-700/800MHz, 6W—VHF, 1-5W—UHF, 2-5W—UHF Battery Life (based on 5/5/90 duty cycle): 8 hours — Ultra High Capacity NiCD, 8 hours ---- Standard Ultra High Capacity NiMH, 8 hours — Lithium Ion, 8 hours — Ultra High Capacity NiCD Keypad: Model I —No, Model II — Yes, limited, Model III — Yes, full Display: Model I — No, Model II — Yes, 2 line icons plus 4 line 12 characters per line, Model III — Yes, 2 line icons plus 4 line 12 characters per line Coverage: Programming Software allows adjustable power output for varying coverage Mil Spec: 810 C, D, E and F, submersible (6ft for 2 hrs.) models available Dimensions H x W x L (with standard battery): 12.72" x 2.44" x 1.83" (323.01 min x 61.98 min x 46.48 mm) Weight (with standard battery): 12.5oz (354.38 g) without battery, 21.6oz (612.36 g) with Ultra High Capacity NiCD battery Frequency: 700/800MHz, UHF Range I, UHF Range II, VHF Same warranty applies to the XTL5000 Mobiles. I will out of the office on Tuesday and Wednesday for a Motorola meeting. I will need to leave the office about 2:00 PM today for my flight. If you need anything else just let me know. Dee Conrey l l /.17/2008 sr i . R J 2N✓f g 4 Sil pAI Y v.k^" ywi SEr 2 ry , " 4 w� 5 E• ! 4 �. a F Y � L jr¢.x - � _ r� �.�' <i s `- el .. SS. •Y glas�����ws�- ._„p- to IA ' • - s .. .7 w. .,� SIX' i�K,�}2��� �� _ � i {G n �. u� 'f _ ._ � ,may `•M' ~c3„^i.'I .. A ; �i Y k E•��L �' �.�( �` Y""k�'1,4 s1� .. v1 . 'i if�y�,+ �.t,t£ e elr- - c }S - '�r. M J TOROLA'S .TOP PERFORMER: TURNS:MISSION-CRITICAL "INTO , MISSIIU AG'Call/IPLISHED. Your smart, secure APCO 25 solution. The versatile XTS 5000 portable radio is designed to operate on ASTROO 25 Digital Trunked and ASTRO Analog and Digital Trunked systems, plus it supports Analog and Project 25 Digital conventional operation. Motorola is first again by delivering a 700/800 MHz dual band capable radio. The complete line of XTS 5000 bands includes: 700/800 MHz (764.870 MHz), VHF (136-174 MHz), UHF Range 1(380-470 MHz) with the added enhancement of a broader frequency span starting at 380 MHz, and UHF Range II (450.520 MHz). Advanced interoperability and backward compatibility. The XTS 5000 digital portable radio is easy to operate and integrate into any system. Plus, it utilizes most of your existing XTS and MTS accessories. This allows the use of a mixed set of subscribers while min- imizing the proliferation of multiple accessory platforms. Enhanced encryption and advanced features. The XTS 5000 portable radio is capable of the most advanced security features available in the industry, including Type 1, 3 and 4 encryption' options and the simplicity of Over the Air Rekeying (OTAR). All three XTS 5000 models are available in a rugged- ized version. The ruggedized packaging option ensures your radio will operate under the most adverse conditions — even after submersion in water. Rugged housings are avail- able in traditional black or public safety yellow for easy visibility. Integrated voice and data ready. This IP-enabled radio is equipped for additional enhancements including Modell Modell Mode13 data applications such as short messaging service and external data device usage via high speed USB or RS232 ports, Improved audio quality. XTS 5000 has incorporated Motorola's Noise Reduction Software allowing portable radio users to appreciate improvements in audio quality. Audio quality is clear and concise as back- ground noise is minimized. Smart features. An intelligent choice. Motorola's smart batteries communicate with the XTS 5000 radio to track and dis- play current battery capacity and charge cycles to maxi- mize talk time and peak battery life. Easily adaptable and fully expendable, Whenever there is an upgrade, FLASHport1m support lets you customize your XTS 5000 radio with Choose from Model 1 with basic features, Model 2with bit map display and navigation keys, or Model with all these features plus an alphanumeric keypad. new software. This will ensure future enhance- ments can be added to your fleet as you migrate to more sophisticated features and technologies. Comprehensive compliance. XTS 5000 meets or exceeds applicable Mil Specifi- cations 810, C, D, E.and F. This radio is perfectly suited to the rigors of the most challenging environments. Choose the intrinsically safe radio, battery and accessory options as required for operation in a wide variety of hazardous classified envi- ronments. The intrinsically safe portable radio, when used with intrinsically safe battery options, is FM approved for Division I Class I, II and III, Group C, D, E, F and G. XTS 5 PORTABLE RADIO ACCESSORIES Pair your portable with a full line of Motorola Original Accessories including remote microphones, headsets, surveillance earpiece kits, carry cases, antennas, batteries and chargers. Motorola Original Accessories are performance matched to guarantee the same high standards of quality that you enjoy with your Motorola two-way radio. When you see the Motorola Original logo, you know the accessories are built and tested to meet the highest standards that you expect. Motorola Original Accessories turn your communication system into a personal communication solution for your everyday needs. impres?m Smart Energy System The impres Smart Energy System ensures maximum talk - time and optimized battery cycle life through the use of its advanced charging algorithm and automatic reconditioning features. impres NiCcl batteries carry a 24 month capacity warranty, and impres NiMH & Li ion batteries carry an 18 month capacity warranty when used with impres chargers. Temple Transducer Handset Lightweight, behind -the -head headset with noise -canceling boom microphone. Innovative design lets you clearly receive audio without covering the ear, CommPortnm Integrated Microphone/Receiver Features the latest in voice processing technology. Listen and speak under the most adverse conditions. Miniaturized system fastens snugly to the ear. rA7 D WHY XTS 5000 PORTABLE RADIOS? WHY MOTOROLA? In an urgent situation, you want ultimate security and performance. Our IP-enabled digital Project 25 XTS 5000 portable radio allows multiple systems to communicate when you need it the most. It's Motorola's most interoperable portable available. For over 70 years, Motorola has been incorporating the latest technologies into practical, progressive solutions for real situa- tions and rigorous environments. We hear the call and answer with innovative, high quality tools for mission -critical heroes. Motorola makes things smarter and life better. Motorola's enhanced audio delivers clear, crisp, high quality communications. Plus, the XTS 5000 portable radio offers the most advanced security features in the industry. It's an unbeat- able combination for mission - critical situations. a L ro U U O O cnc-+5 oE50 0 O cE o crj 0. U 't7 Cj so N O NU b + Cd Cd 4-, U o O +U, C� o .��yy •,,,, yUJ� (� `V o U � o 0 "Cl�o� bA Cd � o ti �ep4o U O O O E° 00. --, O O 000.bv� C) R o N .� N � Q"•�, 'd 0 o c DO 00 O O N IM a i A 'U 'C cqj N GCd V a� :� Vo 0 a on E040 y �-q 0 � U O � � .d to o 4 o CO ;:3 o 94 Fi c cd Q O O N 00 %0 Zjp o' O ,4 � bD +3 U O V u Z 0ca oor. 0�> cad ++ G) L� 41 iCd N � , �, ' C8 2 o 'b O R Ufa .b C > cd �U cd v OP4 C 4, c~d U G to U O V3 4-4 tog bb O O • � � Cd 4i bA vi a� io 'o N A SA O. .� 4i �'' O O Nam. O A p=Raco O v124-4 y w U p « >, U + cd �+ , N 15 O+t,_+ �d y U G 'L7 c v� r� v� O �, p `� N �n os O 4 i U Cid y 0+1O,b 141 N kr) UO d O O O�p �O aj.0 Vcd �U4.0 O cd :5 c,) O U L'ip N p N U � N cn 'b O O bA L. /- ''0 +j 0 'tJ bA a V) cn O U +*�� �-"� c`� N A N .� N U CA U�� O Q O Em � O '~ O C�Cy U 5 1-2 SMARTNETTM/SMARTZONETM SYSTEMS OVERVIEW SMARTNETTm The SmartNetTM Systems are two-way trunked radio systems that are marketed by Motorola under the ASTRO name. The SmartZoneTM Systems are simply a number of SmartNet7m Systems tied together allowing a larger system deployment. Encrypted SmartNetTM systems are known as SecureNet Systems. All of these systems operate in a 25 kHz Channel BW (Conventional) or a 12.5 kHz BW (Narrowband). The Motorola Type I Systems refer to the original Motorola Systems that were based on Fleets and Sub -Fleets. The Motorola Type I Systems are not scalable because they limit the amount of IDs any Fleet or Sub -Fleet can support. The Motorola Type II Systems refer to the second generation Motorola Trunking Systems that replaced the Fleets and Sub -Fleets with the concept of talk groups and individual radio IDs. There are no dependencies on Fleet maps; therefore there are no limitations to the number of radio IN that can participate on a talk group, The Motorola Hybrid Systems have "blocks" of the system that are Type I Fleets / Sub -Fleets and Type It Talk Groups. The following are characteristics of a Type II SmartNetTM System: • Up to 28 System Channels • Up to 65535 Unique Radio IN • Up to 4000 Talk Groups • APCO 16 Compliant SMARTZONETM The SmartZoneTM Systems are SmartNetTm Type II Systems that are networked together via a Microwave or Land -Line to provide multi -site wide area communications. Radios affiliate with a particular site and also affiliate with a talk group. This allows a radio to talk on a talk group with other radios at other sites. Many large public safety and state agencies use the SmartZoneTM System for wide area communications. The following are characteristics of a Motorola SmartZoneTM System: • Up to 28 Channels per Site • Up to 65535 Unique Radio IDs • Up to 48 Sites • Analog. and/or Digital Voice Traffic Channels • APCO 16 Compliant 1-2 OMNILINK The SmartZoneTM OmniLink provides a broad range of system features and utilizes a distributed call processing architecture that links up to four multi -site SmartZone71, Systems together into one network, supporting up to 192 sites. ASTRO ASTRO Is the trademark name for Motorola's Digital Communications Solution. The original Motorola ASTRO implementation has a SmartZoneTm 3600-baud data channel, and the digital voice solution is based on a proprietary vocoder (voice coder/decoder). There are other variants of the ASTRO system, including ASTRO-25. 1-3 SECTION 1 - DESCRIPTION 1-1 FUNCTIONS AND CAPABILITIES The 2975 SmartNetTM/SmartZoneTM option provides powerful test features for SmartNetTM/SmartZone TM radios and systems. Included within the SmartNetTM/SmartZoneTM option is; • the ability to emulate a repeater station operation (not locked to a specific "test sequence" for the radio); • the ability to "find" and monitor a SmartNetTM/SmartZoneTM control channel and then "follow" the channel, the group or the individual unit; • the ability to perform full analog (FM) parametric tests. 1-1 APPROVED DEC 01 '08 CITY COUNCIL. : Memomnd= CITY CLERK DISTRIBUTION G 1`;u s. j r008 To: MARTHA VALENZUELA, PURCHASING AGENT From: �I��� From: DEBBY NICKENS, PURCHASING CE Date: 11/13/2008 Re: POLICE DEPARTMENT REQUISITION #0003380 Attached for your approval is requisition #0003380. The Police Department is requesting to purchase (42) MOTOROLA XTS 5000 ASTRO DIGITAL "VHF" RADIOS, MODEL #H18KEH9PW7AN, (42) CONVENTIONAL SYSTEMS OPERATIONS SOFTWARE PKGS, MODEL #H35BN, (42) BATTERY IMPRESSES, MODEL #Q393AN and (42) ASTRO DIGITAL CAI OPERATION SOFTWARE PKGS, MODEL #Q806BA. This request, and several other requisition requests for radios and related equipment, is part of the department's effort to have APCO-Project 25 compliant communications equipment. The Department of Homeland Security, is providing grant money to assist public safety agencies in this effort. The department currently has (33) of the request XTS 5000 radios in some of their patrol units. The requested radios will be placed in those units, which do not have the XTS 5000 radios. The remaining units will be given to the Sergeants, Lieutenants, and the Captains and of course Chief Towles. Lt. Winegar advised that there will be (10) spare units. The requested radios are replacing the Motorola MT2000, which are approximately (10) years. The MT2000's are not "Project 25" compliant. Project 25 compliancy stipulates that the radios are digitally formatted, and are interoperable with other public safety agencies. Lt. Winegar advised that programming the MT2000 radios requires that the department has an outside vendor (Vision Communications) perform this service. The department will retain the existing MT2000 radios, for use in the EOC room. The requested XTS 5000 radio "...is an incredibly versatile Public Safety portable designed for mission -critical APCO Project 25 users' : The requested radios are VHF, which stands for very high frequency and refers to radio signals in the 30 to 300 MHz range. Lt. Winegar can program these radios when necessary. The manufacturer's warranty is for one year. After this period, these units will be added to the department's maintenance coverage with Advanced Electronics. ASSIGNMENT CITY OF VERNON WORK AUTHORIZATION NOTICE -TO -PROCEED Number: 007 POLICE Approved by the Finance Committee on n/a and the City Council on 12/01/08 Pursuant to Section 1.1 of the Equipment Purchase Contract between Motorola, Inc. ("Motorola") and the City of Vernon (Resolution No. 9299), and all amendments thereto (collectively referred to as the "Contract"), the City of Vernon issues this Assignment Work Authorization/Notice-To-Proceed to Motorola for the following Scope of Services. The work authorized herein shall be completed pursuant to the same terms and conditions of the Contract, unless otherwise indicated. City Contact Person: Scope of Services: Identify Scope Here: Identify Account Number Compensation: Identify Compensation. Schedule: Eric T. Fresch, City Administrator See Proposal dated October 21, 2008, attached hereto as Exhibit A Put Motorola, c/o Advanced Electronics located at 2601 Manhattan Beach Blvd., Redondo Beach, CA 90278-1604, on purchase orders for shipping equipment. Customer #1000411124 $136,868.62, including taxes and shipping Identify the start and complete dates. Subcontractors: Identify all subcontractors involved. Authorized by: Eric T. Fresch City Administr for Dated: AP roved as Form: Jef . a n, City Attorney Accepted by: 1124 / ',' �/ , /►Y S iou Motorola, Inc. EXHIBIT A h w at r: w w z i- o a 'O o � o a i o ix O o ;>0>V.~i c i a J Co - C U Q m 2 N � Y 2 a T' CD N " I w w a a w w LL z rn a � go zzz0° �- z w z c � w O) w M W Q F- > > C) J N Q 0 z a O ' > Q aI z L Z LU +� w� w � z zaLU a ❑ LLI > v U .~i W H N z n`1 �1 Q m cts W Q R LU m ¢ 0 Cl w w LL Z g� a m c 0 cc W 0 z Z o w -� aoacnLU > v > C) J u.. �UN4 N � w.. 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HoMIJL.AND SECURITY 3UFFER'ZONE PROTECTION PPnr..Pe •j,,jrN-mJW.'j,jj■W•'§-j U.S. DEPARTMENT OF HOMELAND SECURITY - BUFFER ZONE PROTECTION PROGRAM INTRODUCTION The Buffer Zone Protection Program (BZPP) is one of five grant programs that constitute the Department of Homeland Security (DHS) Fiscal Year 2008 focus on infrastructure protection activities. The BZPP is one tool among a comprehensive set of measures authorized by Congress and implemented by the Administration to help strengthen the nation's critical infrastructure against risks associated with potential terrorist attacks. The vast bulk of America's critical infrastructure is owned and/or operated by State, local and private sector partners. The funds provided by the BZPP are provided to increase the preparedness capabilities of jurisdictions responsible for the safety and security of communities surrounding high -priority critical infrastructure and key resource (CIKR) assets through allowable planning and equipment acquisition. The purpose of this package is to provide: (1) an overview of the BZPP; and (2) the formal grant guidance and application materials needed to apply for funding under the program. Also included is an explanation of DHS management requirements for implementation of a successful application. Our job at FEMA is to provide clear guidance and efficient application tools to assist applicants. Our customers are entitled to effective assistance during the application process, and transparent, disciplined management controls to support grant awards: We intend to be good stewards of precious Federal resources, and commonsense partners with our State and local colleagues. We understand that individual jurisdictions will have unique needs and tested experience about how best to reduce risk locally. Our subject matter experts will come to the task with a sense of urgency to reduce risk, but also with an ability to listen carefully to local needs and approaches. In short, we commit to respect flexibility and local innovation as we fund national homeland security priorities. A. Federal Investment Strategy The BZPP is an important part of the Administration's larger, coordinated effort to strengthen homeland security preparedness, including the security of America's CIKR. The BZPP implements objectives addressed in a series of post 9/11 laws, strategy documents, plans and Homeland Security Presidential Directives (HSPDs) outlined in Appendix 1. Of particular significance are the National Preparedness Guidelines and its associated work products, including the National Infrastructure Protection Plan (NIPP) and -the sector -specific plans (SSPs) located at http://www.dhs.gov/nipp. The National Preparedness Guidelines are an all -hazards vision regarding the nation's four core U.S. DEPARTMENT OF HOMELAND SECURITY— BUFFER ZONE PROTECTION PROGRAM preparedness objectives: prevent, protect, respond and recover from terrorist attacks and catastrophic natural disasters. The National Preparedness Guidelines define a vision of what to accomplish and a set of tools to forge a unified national consensus about what to do and how to work together at the Federal, State, local, and tribal levels. Private sector participation is integral to the Guidelines' success.' The Guidelines outline 15 scenarios of terrorist attacks or national disasters that form the basis of much of the Federal exercise and training regime. In addition, they identify some 37 critical .capabilities that DHS is making the focus of key investments with State, local and tribal partners. The NIPP Base Plan provides guidance to assist States in building and sustaining a statewide CIKR protection program. In accordance with the NIPP risk management framework and requirements identified in the FY 2007 HSGP, State governments must develop and implement a statewide/regional CIKR protection program as a component of their overarching homeland security program. This includes the necessary processes to implement the NIPP risk management framework at the State and/or regional level, including Urban Areas. More information can be found at http://www.dhs.aovinipp DHS expects its critical infrastructure partners to be familiar with this Federal preparedness architecture and to incorporate elements of this architecture into their planning, operations and investment to the degree practicable. Our funding priorities outlined in this document reflect National Preparedness Guidelines priority investments, as appropriate. Programmatic requirements or priority investment categories reflecting the national preparedness architecture for this grant program are expressly identified below. B. Funding Priorities The Fiscal Year (FY) 2008 BZPP provides funds to increase the preparedness capabilities of jurisdictions responsible for the safety and security of communities surrounding high -priority CIKR assets through planning and equipment acquisition. The BZPP assists responsible jurisdictions in building effective prevention and protection capabilities that will make it more difficult for terrorists to conduct site surveillance or launch attacks within the immediate vicinity of selected CIKR assets. These capabilities are enumerated in Buffer Zone Plans (BZPs) that assist in: • Identifying significant assets at the site(s) that may be targeted by terrorists for attack. • Identifying specific threats and vulnerabilities associated with the site(s) and its significant assets. 1 The National Preparedness Guidelines and its supporting documents were published in September 2007. For purposes of aligning applications under the BZPP, applicants can rely on the finalized Guidelines, available at: httallwww. fema.gov/pdf/povemmeWnw.Of. U.S. DEPARTMENT OF HOMELAND SECURITY - BUFFER ZONE PROTECTION PROGRAM • Developing an appropriate buffer zone extending outward from the facility in which preventive and protective measures can be employed to make it more difficult for terrorists to conduct site surveillance or launch attacks. • Identifying all applicable law enforcement jurisdictions and other Federal, State, and local agencies having a role in the prevention of, protection against, and response to terrorist threats or attacks specific to the CIKR site(s) and appropriate points of contact within these organizations. • Evaluating the capabilities of the responsible jurisdictions with respect to terrorism prevention and response. • Identifying specific planning, equipment, training, and/or exercise requirements that better enable responsible jurisdictions to mitigate threats and vulnerabilities of the site(s) and its buffer zone. In developing and implementing the BZPs, security and preparedness officials at all levels should seek opportunities to coordinate and leverage funding from multiple sources, including Federal, State, and local resources. FY 2008 BZPP funds should be coordinated with appropriate State POCs to support the development and implementation of a statewide/regional CIKR protection program, as described above. In addition, DHS is encouraging that State and local jurisdictions consider the following activities as priorities under the FY 2008 BZPP. 1. Coordination of Operational Activities with Public and Private Sector Partners.. DHS encourages that projects funded through the FY 2008 BZPP support coordination and direct interaction with private sector safety and security partners at the identified BZPP site. Examples include signing MOUs to allow facility security managers access to video camera surveillance feeds resulting from cameras purchased through the BZPP. .2. Coordination of Operational and Situational Awareness Activities with Fusion Centers and/or Emergency Operation Centers (EOCs). DHS encourages projects funded through the FY 2008 BZPP to support coordination and direct interaction with State, regional, and/or Urban Area fusion centers, and/or EOCs located in the region of the identified BZPP site. Examples include allowing fusion centers and/or EOCs access to video camera surveillance feeds resulting from cameras purchased through the BZPP or ensuring the jurisdiction responsible for the BZPP site has an identified liaison officer responsible for coordinating with and reporting suspicious activity to the fusion center. 3. Multidisciplinary Involvement and Cooperation. DHS encourages that projects funded through the FY 2008 BZPP support coordination and involvement of multidisciplinary partners in the development and implementation of preventive and protective measures, including emergency management and response, fire, public works, and public health personnel. U.S. DEPARTMENT OF HOMELAND SECURITY- BUFFER ZONE PROTECTION PROGRAM 4. Integration of the DHS CIKR Taxonomy in CIKR collection, storagelcatalog, and reporting information technology (IT) solutions, databases, and processes. DHS encourages those State and local jurisdictions leveraging IT solutions to support CIKR assessments and the development of BZPP documents, including the BZP and VRPP, to ensure these systems collect, store, categorize, and report CIKR information in accordance with the DHS CIKR Taxonomy, which is located at htti)s://odp.esportals.com/. C. Allowable Expenses Specific investments made in support of the funding priorities discussed above generally fall into three categories. FY 2008 BZPP allowable costs are therefore divided into the following three categories: 1. Planning 2. Equipment acquisitions 3. Management and administration (M&A) Appendix B provides additional detail about each of these three allowable expense categories, as well as a section that identifies several specifically unallowable cost items. 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 January 6, 2009 Motorola, Inc. Attn: Mark Schmidt 2601 Manhattan Beach Blvd. Redondo Beach, CA 90278-1604 Re: Equipment Purchase for Fire Department - Notice -to -Proceed No. 008 Dear Mr.. Schmidt: Transmitted herewith is the fully executed work authorization, as referenced above, approved by City Council on January 5, 2009, through Resolution No. 9299. If you have any questions regarding this matter, please call Mr. Mark Whitworth 323/583-8811 ext. 280. Ve y truly yours, Nelly Gir City Clerk NG:dj c: Mark Whitworth Purchasing Resolution No. 9299 Agreement File No. 07-041 Excfusivefy Industria( ASSIGNMENT CITY OF VERNON WORK AUTHORIZATION NOTICE -TO -PROCEED Number: 008 FIRE Approved by the Finance Committee on n/a and the City Council on 1/05/09 Pursuant to Section 1,1 of the Equipment Purchase Contract between Motorola, Inc. ("Motorola") and the City of Vernon (Resolution No. 9299), and all amendments thereto (collectively referred to as the "Contract"), the City of Vernon issues this Assignment Work Authorization/Notice-To-Proceed to Motorola for the following Scope of Services. The work authorized herein shall be completed pursuant to the same terms and conditions of the Contract, unless otherwise indicated. City Contact Person: Scope of Services: Identify Scope Here: Identify Account Number Compensation: Identify Compensation. Schedule: Eric T. Fresch, City Administrator See Proposal dated August 28, 2008, Quote Number QU0000071789, attached hereto as Exhibit A Put Motorola, c/o Advanced Electronics located at 2601 Manhattan Beach Blvd., Redondo Beach, CA 90278-1604, on purchase orders for shipping equipment. Customer #1000411124 $41,585.59, including tax and shipping Identify the start and complete dates. Subcontractors: Identify all subcontractors involved. Authorized by: Accepted by: l Eric T. Fresch City Administrator Motorola, Inc. Dated: 115- Attest* A roved t Form: Manuela Giron, City Cler J . H ion, City Attorney EXHIBIT A Quotc Number: QU00000 099 1worOROLA NI•fective.: 28 AUG 2008 ]Effective To. 09 JUN 2009 VE Ell NON, CITY OF 4305 SA.N'rA 1=E AVE VERN-ON, CA. 90058 United Stairs 1'e,ntii )" SflIC6 ('Ofll'9Ct: Nu.lne: Craig Pellier Name: Der Culll'ey ]'hone: 3235838811 hlnail: dconrcy(R.!.idvaiice4lelectroni(:S.Corn Phonon 3107250410 Freight forms: l OB Destinatioll Payminnt terms: Net 30 Due lem Qupntil)' �ynutnalritul'e D( rripUon price )rice ,: „ Extendrd I rRr 1 I M2111(S891'WIAN aTl?5rxlftVI1FA9U1111.111U-50\VA'I"1' SLIT3.G) , IJb•174 M142 \Llx..r3 I" I Q61AA AI)D: RCMOTI6 haU1.IN1' T231.66 T2)I ol. II, 2 W22AS . ADD: PAI,.h1 A•11CR(»•I1()Nli S56 Ib SI 1 V ! I. 1 WWAR ADI):PRINI'lif)TEST RESUI,fg Id I 0906AT ENI.1. SUF"I'W ARI-' A%TRO DIGITAL I Al 5-101 70 OPERATION 541t1 70 IV I G24AX (iNll: 2 WAR REPAIR SI%RVI('IE S121.nq 1 , .111VA N'1•AI :1' S _ 1 tut 1 f 1 (;442,\II ADD: XTI. 5600US CONTROL IIeAl)- s;)l;.•xt Ig I GW4AA ADD: ('ON'1'R1,11_ IIFADSOf!•WART. Ih I (i7RAU ENII' CONVENTIONAL (01-MATION S624,w Su. , gAD It I (DIM)AA --ADD: ANTENNA 114 WA VI! ROOF •1'011 $10.67 VHF (IQ-174 MII%) tilil,o7 IJ 2 11142AA DLtL:(')h1)7'SPF.',ARI41t li I 0114A1i 111NI1:I:NIIANC'I;f) ING.IfAL 11) S.M.50 DISPLAY 55k sn IV 1 W12011 AI)D: VIIF PR1iAM1t I.ii,•174 XS?.l4 14 llu 2 (If26AU ADRRI-Mo'I'VMUUNTCARLP17III - SILTS r In I (iA(MXY)2AA ADD. DUAI.•(,'UNIROI.IIARDWARE Sd9U,Jri W V l!i i ? I MUSS69PWIAN XI1.3101(1111:It?4SO•520MIfX.10-4� Sl.lk'2'.oi WA'1"1' �I,Ix2 ni 2u I COAA ADD: I(Ii (Yrnmot IMr S2141.lift S21 Lau `R 2 i(22AS ADD_ PALM MICJ10J'IIQNIi h5h.lo S 112 J2 _t I 0799AU ADD! MUNT110 TENT RESULTS 2d I (A06AT IiNH: 801TWAIIII ASTI10 DMITAI.'('At K4(11.7U 01TIZA77ON SAUI.7ti 424AX PNII: 2 YMR ItEPAII( 51i1tV1('I! 5121,1)U ADVAMI'AQR S121d1U 21' 1 (:444AA ADD: CON•IROL IIVAD 80111VARI: 2g I (;442AI ADD'a"1'1.51k)GO3('.On'1'RrIt.HI{AD gi3o9i. 21t I WIAM ENI1: MOUSMART7.A*1ti()I'IiRATION SI,)m00 SI,17tiUt1 2i I Wo)AIl, U,Nl"1: ASTRO PRDJIa;"r:;S Tit LINICIN(i a SOF MARL' )_234.U1) S214 rttl =i 2 0142AA U1i1_:tfMITSPHAKUR IUan Quunliry" \onlcnc1111ut'r Uc.Neriplfpn .. Your price Extended Pricy 2L 1 W-121.10 ADD: FPIKE •AMPLIFIER S52.14 s52.1a 21 I G440AH ADD: ANlr-,NNA 114 W AVE, 470•512 S11.00 �I LU6 M'li/- 2n) 2 6628AH ADD:RHMOTh MOUNTCA ALI; 171,1' SII$S S23.70 GA00XKI2AA ADD: DLIAL•(:ONTROL IIARDWAftG 54511.3U S45U.10 ' I 6001,41591VIAN XTI. 5(RX) 610OILH111.351VAT1• S1.167.66 $1.167.66 764.87(MI IZ •IA 2 W2-A ADD: PALM 6111.'ROl'1111Nf: S Si,,16 JU W.7AA .ADD: RI(MOTI: 1,101 Wl' Jc ('i3h1)AII ADD: PRINTED TFTrNiiSiJi,i's , JJ I f.;Nl)( AT FNI I: SWI'WAIM ASTRO DIGH TAI. CAI UIOI 74) OPERATION tc I G24AX HKI1' 2 YEA .R KWWR SERVICE S121 1l0 ADVANl'A(TE JI, I Cr142AH ADO: XTI. 1100001cowitOLHIi,AD Siili96 S7Jtct, 3N 1 0444AA ADD: CONI RQL HHAD 8019VARF 3h I GSIAM HN11: 300 SMARTZONP OPERAI'IUN SI,17QO0 $1.17U.Uu I GAWAI: VNI1: ASTRO PROIW"r 21TI(I ?NI; IN(' S2?4.110 S214pi NOVI'WARE 1 0.(15AT ADD: ANII;NNA 1A WAVE S10.92 Slft'12 7ir4•N7116111% AL (;i42AA DI-1. 01,111 SPI;AKISR - A I. GI I4AI•E, I;Nli: ENIIANCED DIGITAL ID SSIt.SU SSA illDISI'1JlY 1m I 4iA01X192AA ADD: DUAL -CONTROL IIAUDWARL• S45U..1f1 5450,)0 1u 2 G62SAIJ ADD; IMMfYrli MOLINI CABLE 17 rT S 11.85 52I Pn 4 .2 Al2USSS•iP W 1 AN XTI_ 50A U14F 112 4 SOA26 M HX 10-45 b 1.182.i,3 WATT 411 G67AA ADD: RG'MOTGMOIJ.l' 5111.er' S4611 4b 2 W22AS ADD: PALM MICIL0I111ONE 854,16 •1, ,. OW)VAIT ADD. 1'RIN'1'I:D'1'1'S1'HI'i5111;1'S 4,1 _ GNU6AT F.NIL 501'1'1YAItll ASTIIO OWITAI. CAI ( S4n1 711 UI'IiRATIO\ .S,401-W l - 4e ') G24AX FN11:2 YEAR FUWAIR SERVICI•. 5121 JR1 _ , S_42dN) AOVAN'I AIR; II' ! G444Ak AI.)D,('ONTR[11.IWAD%0 IVAI , , •IR2 6442AH ADD. XTI. SINN)OS CONTROL HHAD 5.116.'R, 5p71 n2 46 (:51AM 1:NII.1611OSMAR-170\'1iOPERATION 51.170,00 `,JdO•Ipl 41 2 63&1 Al: L•NH: ASTRO PROW]'25 TRUNKINIT S234,00 $47:A.iln 41 2 0142AA DEL:OMITSPRAKItil 4L 2 W12DO ADD: 11FPRIi-AM'1"1,11'Ift - $32.14 S104.2b 41 _ G490AI1 AOD:ANWNNA U4 WAVF470-512 6.1 H"L SIId16 III8SDH9I'1S'7AN XTSM IX) 4W520MT4Z + I.;c1V i 1(NX1 51,43.5.91' SJ.t7 L9' [;11ANNI:LSM7 ' in _ IINHAA ADO: U0,11 GUID1: 61ANUAL Cl) Sh '. 117'mAl' ADD- •1-17ST RESULT IIIIIN r i IOT Sr _ �J81H,bA ADD. SuFTWARE A%TRO DI(R I'AL CAIOPERATION• . .S4U1,7U Sxil.4 dii SJ Q'14NAA ADD; AL TLRNKrk 17151'1.AY I.AHlil. Sc Q793A!J ALT: OATTER1' IMPRES NIMIi FM Sk,.(ib S73 1, RL'GOED 17ININJA11(NN'I'1,14,1371 51 2 1188511E FN111.2 YEAR REPAIR SI WICE- SR4Al1 $I,;611ri ADVA'NTAGE(RSA) 5}, 2 11499JK ALT:SUf$?vJI:RSI Lld-(,PT. IIfoul15 i195.IX) S.lnIl.lUl (RUCGISD) Sh 2 1164AS A1:T': UOL'STNG YULLOW 519,50 $391W Si 2 113HAR ADD; SMAR77..Q1,11;N 11ild $1,170.40 NOVI WAJir: S2,34QIA) 114•a1 Quatilily NOmmiclaltire Acacripriml vour price I Xlended llrlPv ?i QN, I AK CNN: PKOAd T ZS'%00 FIA1J1) S234.00 t i6A,01r TRUNKINr 361'1'N1ARI: 6 2 II181JCF91'w6AN POk'1'AIMX•r95000MODEL 113X2 SI,hS3.da S.l•1br,ds KEYPAD t)ISI'LA 1' 16N) CHANNELS 764•970MI W na ' H799AI' ADD: 9'IST RESt.ILT P0NTOUT 6n 'i 119HAA ArID: VSEk M111017 MANUAL Cl) n+I 2. QHOGIiA ADD: %0FIVARI'; ANT141) DIGITAI $401:70 b'84,1.41+ CAI 01'I:kATION I'd .. Q-68AA AlNk AJ TERNA7'E INSPI,AV LAM;1. 04liAQ AI.T: DA".IT SRY IMI'kliS N)M11 IN S,l(ifib STI 32 • 11 U"01:0 I WWWAl 1 I NNTN4a.17 ) of 2 IiKsiliP, I-mli2YEAR klslrAll(SI-XVICE S94.00 i Ir,6 00 ADVAKrAGl? ('RSAI I1499JK AIJ: SLINMERS113LE'. 6!'•I'. ll()UR3 S195.00 S10.01) tklJri4Gl)) 01 2 H38131t 'ADD: SMAIUY 40N13 S1'STIm S 1.17om S2,140.00 SUFIIVAU 6i 2 11635'1'D ADD: C:ALIPORNIA 2007.2ift Pkom(Yno\ ei .2 Q31;I AK rNll: PROJIiCT1596WHAUD 5234.IH+ S41AA) TRLINKINo Si)FPW'ARE. i:k H14AL + 1'NII: FNIIANC'ED I"17ID.018PLAV S58.S11 +1 P 00 WFI.N42UX11 VINICULAR CIIAR(H.A. K 11-11NO 533I.S0 5?,: 6S3 Total Quote. in USI) $38,046.73 `!'axes and Freight will be added on invoice. THIS QI,OTE IS BASED ON THE FOLLOWING: I 'Mis quotation is provided to you for information purposes only and is not intended to be an offer or a binding proposal If You wish to purchase the (Illoted products. Motorola will be pleased to provide you N,ith our standard lerms and condilinns ol'sale (which will include the capitalized provisions below), or alternatively, receive your purchase order which will be acknowledged. Thunk you Ibr your clmsid0alion of Motorola products. 2 Quotes are exclusive dull installation and programming charges (unless expressly staled) and all applicable taxes. 3 Purchaser will be responsible, for shipping costs, which will bo added to the invoice. 4 Prices quoted are vrllid for thirty(30) days from the date• of this quote. 5 Unless olberwise stated, payment will be due within thirty days alter invoice. Invoicing; will occur concurrently with shipping, MO`fOROLA DISCLAIMS ALI, OTHER WARRANTIES WITI'I RESPECT TO THE ORDERED PRODUCTS, EXPRESS OR IMPLIED INCLUDING THE' IMPIJED WARRANTIES OF ML-RCI•IANTA131LITY AND FITNESS FOR A PARTICULAR PURPOSE. MOTOROLA.rS TOTAL LIABILITY ARISING FROM THEORDERED PRODUCTS WILL. BIT 1.1M'ITGD TO'1'm I'MICHAS1i IIRIC'1. OI' TI Ir Plt,01)UC'TS WITII ll.ir.SPECT TO WI•I)C'1-I LOSSES OR DA.ivIAGES ARE CLAIIr9EU, 1N NO GV[:NT WILL MOTOROLA i31- L,IABLC FOR, INCIDENTAL OR C'ONsrQUL NTIAllDA.MAGI3S. 38,0-46.73a 8.25% 3,138�86�+ 3,138.86+ 41 , 1 85° 59yr 4 1+ IS 5* 59+ 400.00+ 41 - 585 * 59T+ Regular City Council Meeting Minutes December 1, 2008 Request to grant additional days off (December 24, 2008 and December 31, 2008) with holiday pay in observance of the Christmas and New Year's holidays, was presented. It was moved by Davis, seconded by Gonzales, to grant additional days off (December 24, 2008 and December 31, 2008) with holiday pay to City employees in observance of the., Christmas and New Year's holidays. Motion carried. Ratification of the following actions taken at the . City Council meeting of November 24, 2008, with respect to City housing assignments, was presented. 1. Termination of the tenancy of Constantine Dean Economos, effective immediately. 2. Termination of the tenancy of John'Malburg, effective immediately. It was -moved by Gonzales, seconded by Davis, to ratify the aforementioned actions taken at the City Council meeting of November 24, 200.8, with respect to City housing assignments. Motion carried. Mayor Malburg abstained and disqualified himself on this.matter. Request from the Purchasing Agent for approval of the following Work Authorizations with Motorola, Inc. at the stated amounts for UHF and VHF radios and related equipment/accessories for the Police Department using Buffer Zone Protection Program grant funds, was presented. 1. Work Authorization No. 003 - $22,468.98 2. Work Authorization No. 004 - $27,317.87 3. Work Authorization No. 005 - $99,499.45 4. Work Authorization No. 006 - $158,908.93 5. Work Authorization No. 007 - $136,868.62 P"/ It was.moved by McCormick, seconded by Gonzales, to approve the aforementioned Work Authorizations with Motorola, Inc. at the stated amounts for UHF and VHF radios and related equipment/accessories for the Police Department using Buffer Zone Protection Program grant funds.. Motion carried. Request from the Chief of Police for authorization to \. issue a purchase order to National Police Supply in the,0 approximate amount of $13,426.35 for microphones and earphones for the new UHF radios requested under the aforementioned Motorola Work Authorization No. 006, was presented. It was moved by McCormick,, seconded by Davis, to authorize the issuance of a purchase order to National Police Supply in the approximate amount of $13,426.35 for microphones { and .earphones for the new UHF radios requested under the aforementioned Motorola Work Authorization No. 006. Motion carried. �_ RESOLUTION NO.. 9770 - A Resolution of the City Council of the City of Vernon Approving and Authorizing the Execution of an Amendment No. Seven to Maintenance Agreement By and Between_ the City of Vernon and VCI Telcom, Inc., was read by .title. It was moved by Gonzales, seconded by McCormick; that Resolution No. 9770 be approved and adopted. Motion carried. Page 4 of,10 Regular City Council Meeting Minutes January 5, 2009 Request from the Fire Chief for approval of Work Authorization No..008 with Motorola, Inc. in the amount of $41,585.59 for communication equipment for the department's new Command Vehicle, was presented. It was moved by McCormick, seconded by Davis, to approve Work Authorization No. 008 with Motorola, Inc. in the amount of $41,585.89 for communication equipment for the department's new Command Vehicle. Motion carried. r Request from the Fire Chief for approval of and authorization to execute Work Authorization No. PM-253-08-Fire Station #1 with Galliera Inc., dba Trico Construction, in the amount of $167,827.00 for the removal of underground gas tanks and the installation of an above -ground tank, was presented. It was moved by Gonzales, seconded by McCormick, to approve Work Authorization No. PM-253-08-Fire Station #1 with. Galliera Inc., dba Trico Construction, in the amount of $167,827.00 for the removal of underground gas tanks and the installation of an above -ground tank, and to authorize the Fire Chief to execute said document. Motion carried. Request from the Director of Health for authorization to purchase a new copier from Canon Business Solutions, Inc. at an approximate cost of $18,955.39, and for authorization to execute any and all forms related to said purchase, subject to approval as to form by the City Attorney, was presented. It was moved by Davis, seconded by Gonzales, to approve the purchase a new copier from Canon Business Solutions, Inc. at an approximate cost of $18,955.39, and to authorize the Director of Health to execute any and all forms related to said purchase, subject to approval'as to form by the City Attorney. Motion carried. Request from the Director of Light & Power for approval of and authorization to execute the following Work Authorizations with Galliera Inc., dba Trico Construction, was presented. 1. Work Authorization No. PM-249-08-Light & Power in the amount of $42,342.30 for the installation and testing of additional power supplies to the 66kV lines and circuit breakers at the Vernon Substation. 2. Work Authorization No. PM-250-08-Light & Power in the amount,of $34,123.10 for the installation and testing of an additional power source to the 7 kV feeders at the Vernon Substation. It was McCormick, seconded by Gonzales, to approve Work Authorization No. PM-249-08-Light & Power in the amount of .$42,342.30 for the installation and testing of additional power supplies to the 66kV lines and circuit breakers at the Vernon Substation, and to authorize the Director of Light & Power to execute said document. Motion carried. Page 5 of.12 Regular City Council Meeting Minutes May 11, 2009 Item No. 6 - Ratification of the issuance of early checks for Warrant Register No. 1270, covering claims and demands presented during the period of April 22 through May 5, 2009, drawn on Bank of America totaling $420,777.20, which includes Check Nos. 325321 through 325352 (Accounting period May 2009) was presented. It was moved by McCormick, seconded by Maisano, that the issuance of early checks for Warrant Register No. 1270,. . covering claims and demands totaling $420,777.20, be ratified. Motion carried. Councilman Davis abstained and disqualified himself on this matter. Item No. 9 - Ratification of wire transfers for Light & Power Warrant Register No. 235, covering claims and demands presented during the period of April 22 through May 5, 2009, drawn on Bank of America totaling $1,901,056.85,, which includes Wire Nos. 4286 through 4300 (Accounting period May 2009), was presented. It was moved by Malburg, seconded by Maisano, that wire transfers for Light & Power Warrant Register No. 235, covering claims and demands totaling .$1,901,056'.8.5, be ratified. Motion carried. Councilman Davis abstained and disqualified himself on this matter. Request from the Business Services and Purchasing Department to issue a purchase order to Motorola, c/o Advanced Electronics, for the purchase of (3) Motorola XTL 5000 VHF Mobile Radios and (1) Motorola XTL 5000 UHF Mobile Radio.and related equipment, for the Police Department in'the-amount of $14,453.36, including taxes, was presented. It was -moved by Davis, seconded by McCormick, to approve the request from the Business Services and Purchasing Department to issue a purchase order to Motorola, c/o Advanced Electronics, for the purchase of (3) Motorola XTL 5000 VHF Mobile Radios and (1) Motorola XTL 5000 UHF Mobile Radio and related equipment, for the Police Department in'the'amount of $14,453.36, including taxes. Motion carried. Request from the City Administrator that agendas be posted at 5:00 p.m. on the Wednesdays prior to the meetings and the agenda packets be distributed and made available for public review at that time, in order to provide the Public with sufficient time to review all agenda items before those items are considered by the City Council, was presented. It was moved by McCormick, seconded by Davis, to approve the request from the City Administrator that agendas be posted at 5:00-p.m.1on the Wednesdays prior to the meetings and the agenda packets be distributed and made available for public review at that time, in order to provide the public with sufficient time to.review all agenda items before those items are considered by the City Council. Motion carried. - RESOLUTION NO. 9942 - A Resolution of the City Council of the City of Vernon Amending Resolution No. 9639 by.Amending Schedule.Nos. III and XXIV, of said Resolution Regarding the Compensation, Costs and Benefits of its Employees (Amendment No. .8), was read by title. Page 5 of 11 STAFF REPORT [PURCHASING] DATE: April 20, 2009 TO: Mayor and City Council A-F-*ROM: Debby Nickens, Purchasing RE: Fire Department Requisition #0004180 19 CITY COUNCIL CITY CLERK DI TRIBUTION C`- dQ CITY CLERKS OFFICE Attached for your approval is requisition #0004180. The Fire Department is requesting the purchase of (3) MOTOROLA XTL 5000 VHF MOBILE RADIOS, (1) MOTOROLA XTL 5000 UHF MOBILE RADIO and related equipment. This request is being made on behalf of the Civil Defense department. These radios are replacing (1) Spector radio which is (20) years old, (1) Spectra radio which is (19) years old, (1) CD750 radio and (1) CD1250 radio both are approximately (9) years old. Lt. Jerry Winegar advised Purchasing that all of the existing radios will be listed as surplus. The replacement is necessary, because -the existing radios are not APCO Project 25 compliant, which ensures that public safety agencies can intercommunicate with each other. This is crucial when responding to major public safety emergencies, and the coordination of resources and manpower can influence the outcome. Lt. Winegar advised that the new mobile radios will be mounted on their own mini console, in the Communications center in the Police Department. The manufacturer's warranty is for one year. After this period, these units will be added to the department's maintenance coverage with Advanced Electronics. The request for installation of this equipment will be performed by Advanced Electronics, on another requisition. The requested vendor for this purchase is the manufacturer, Motorola c/o Advanced Electronics. This pricing is under LA County Contract #18105 (see attached). The approximate cost for this purchase is $14,453.36 (cost includes sales tax). Funding for this purchase was specifically budgeted, and is available. STAFF REPORT [PURCHASING] DATE: April 20, 2009 4 S :4 . y,:: AH 2 2 2009 CITY CLERK'S CFFCE TO: Donal O'Callaghan, Director of Utilities & Government Infrastructure FROM: Martha Valenzuela, Director of Business Services/Purchasin ��)4 RE: Fire Department Requisition #0004180 Attached for your approval is requisition #0004180. The Fire Department is requesting the purchase of (3) MOTOROLA XTL 5000 VHF MOBILE RADIOS, (1) MOTOROLA XTL 5000 UHF MOBILE RADIO and related equipment. This request is being made on behalf of the Civil Defense department. These radios are replacing (1) Spector radio which is (20) years old, (1) Spectra radio which is (19) years old, (1) CD750 radio and (1) CD1250 radio both are approximately (9) years old. Lt. Jerry Winegar advised Purchasing that all of the existing radios will be listed as surplus. The replacement is necessary, because the existing radios are not APCO Project 25 compliant, which ensures that public safety agencies can intercommunicate with each other. This is crucial when responding to major public safety emergencies, and the coordination of resources and manpower can influence the outcome. Lt. Winegar advised that the new mobile radios will be mounted on their own mini console, in the Communications center in the Police Department. The manufacturer's warranty is for one year. After this period, these units will be added to the department's maintenance coverage with Advanced Electronics. The request for installation of this equipment will be performed by Advanced Electronics, on another requisition. The requested vendor for this purchase is the manufacturer, Motorola c/o Advanced Electronics. This pricing is under LA County Contract #18105 (see attached). The approximate cost for this purchase is $14,453.36 (cost includes sales tax). Funding for this purchase was specifically budgeted, and is available. RecOvlstr Requisition Master Report Page: 1 4/16/2(,309 4:36:12PM CITY OF VERNON Document #: 5240 Date: 04/15/2009 Year: 2009 Requisition #: 0004180 Description: EQUIPMENT Requestor: ALVAREZ, DAVID Requested for: ALVAREZ, DAVID Apprvl Queue: fire Group: dalvarez Combine: N Current Aprv: JAUNZEMIS, DOLORES Lvl: 3 Prev: WHITWORTH, MARK PO Type: reg Confirming: N PO #: Blanket exp: $Limit - PO: Tran: Contact: DEBBY NICKENS Phone: (323) 583-8811 x281 Text Code: Restock: N Department: 1033 Order Placement: Purchasing 3P t F tl I h Irk y _ =.e.. Type Item e� , ipt.. Code 1Nhse ,'� u��rR1�gU►$►f%0%►�!�t��%k ....- C Quantity Units' Unit Cost Extension 9 3.00 ea 1,182.63000 3,547.89 Tax cd: s Comm cd: 1099 box: FA? N Fund Typ: Allow partial: Y Allow backorder: Y M20KSS9PW1AN- XTL 5000 VHF Mobile 10-50 Watt- 136-174 MHZ Account(s) Project Account(s) Acct % Amount E 011.1036.850000 100.00 3,547.89 RFQ: N Encumber: Y Vendor: 000016 MOTOROLA Selected: Y Order from: order C/O ADVANCED ELECTRONICS 2601 MANHATTAN BEACH BLVD. REDONDO BEACH, CA 9027i Pay to: 13108 COLLECTIONS CENTER DRIVE CHICAGO, IL 60693 FOB Point: DESTINATION Desired: Required: Bill to: 01 ATTN: TREASURY DEPARTMENT 4305 SANTA FE AVE VERNON, CA 90058 Ship to: city 4305 SANTA FE AVE. VERNON, CA 90058 Ship -via: Instructs: ra ,. u q ai d ipr a gilUi tlli t dfir F �''l�Vi a71��l�i�i���"';���ill� aN �x-u'V^��; Y r t Re I1►srt►0n ltem,, 'nIG:�,"k Type Item Code Whse Quantity Units Unit Cost Extension g 3.00 ea 97.50000 292.50 Tax cd: s Comm cd: 1099 box: FA? N Fund Typ: Allow partial: Y Allow backorder: Y G66AA-- ADD: Dash Mount Account(s) Project Account(s) Acct % E 011.1036.850000 100.00 Amount 292.50 Page: 1 RegMstr Requisition Master Report Page: 2 4/16/2009 4:36:12PM CITY OF VERNON s Document #: 5,240 (Continued) Requisition #: 0004180 RFQ: N Encumber: Y Vendor: 000016 MOTOROLA Selected: Y Order from: order C/O ADVANCED ELECTRONICS 2601 MANHATTAN BEACH BLVD. REDONDO BEACH, CA 9027! Pay to: 13108 COLLECTIONS CENTER DRIVE CHICAGO, IL 60693 FOB Point: DESTINATION Desired: Required: Bill to: 01 ATTN: TREASURY DEPARTMENT 4305 SANTA FE AVE VERNON, CA 90058 Ship to: city 4305 SANTA FE AVE. VERNON, CA 90058 Ship -via: Instructs: P " Y I,II „LI, .kti r,M : � �r��l I rJll �"'I'll, i; rReq��srtro `J 7 gllhl k �,,� �, '{I ��N�N�I�;IIIll�dlllllll! Type Item Code Whse Quantity Units Unit Cost Extension g 3.00 ea 131.82000 395.46 Tax cd: s Comm cd: 1099 box: FA? N Fund Typ: Allow partial: Y Allow backorder: Y W382AG— ALT: Control Station Microphone Account(s) E 011.1036.850000 Project Account(s) Acct % 100.00 Amount 395.46 RFQ: N Encumber: Y Vendor: 000016 MOTOROLA Selected: Y Order from: order C/O ADVANCED ELECTRONICS 2601 MANHATTAN BEACH BLVD. REDONDO BEACH, CA 9027! Pay to: 13108 COLLECTIONS CENTER DRIVE CHICAGO, IL 60693 FOB Point: DESTINATION Desired: Required: Bill to: 01 ATTN: TREASURY DEPARTMENT 4305 SANTA FE AVE VERNON, CA 90058 Ship to: city 4305 SANTA FE AVE. VERNON, CA 90058 Ship -via: Instructs: n y uuIwNl) l" i (I 1116 nalfla r R -- w; �1���iliJdiSsr mi, ,u i . ,.,.`ow� i�lilh'��Ilq{6t�gfSllOfi@iili��r�Ya Type Item Code Whse Quantity Units Unit Cost Extension g 3.00 ea 58.50000 175.50 Tax cd: s Comm cd: 1099 box: FA? N Fund Typ: Allow partial: Y Allow backorder: Y G114AE— ENH: Enhanced Digital ID Display Account(s) E 011.1036.850000 Project Account(s) Acct % 100.00 Amount 175.50 Page: 2 RegMstr' ` Requisition Master Report Page: 3 4/16/2,009 4:36:12PM CITY OF VERNON Document #: 5,240 (Continued) Requisition #: 0004180 RFQ: N Encumber: Y Vendor: 000016 MOTOROLA Selected: Y Order from: order C/O ADVANCED ELECTRONICS 2601 MANHATTAN BEACH BLVD. REDONDO BEACH, CA 9027i Pay to: 13108 COLLECTIONS CENTER DRIVE CHICAGO, IL 60693 FOB Point: DESTINATION Desired: Required: Bill to: 01 ATTN: TREASURY DEPARTMENT 4305 SANTA FE AVE VERNON, CA 90058 Ship to: city 4305 SANTA FE AVE. VERNON, CA 90058 Ship -via: Instructs: „ rf.r ;1hc You �I� 1 q�� r ! e[�uisrt►on>Item .. type tl�M�PUMP,,i''�'lllliniU101V ., i'���IiIIPI� Type Item Code Whse Quantity Units Unit Cost Extension g 3.00 ea 401.70000 1,205.10 Tax cd: s Comm cd: 1099 box: FA? N Fund Typ: Allow partial: Y Allow backorder: Y G806AT- ENH: Software Astro Digital CAI Operation Account(s) Project Account(s) Acct % Amount E 011.1036.850000 100.00 1,205.10 RFQ: N Encumber: Y Vendor: 000016 MOTOROLA Selected: Y Order from: order C/O ADVANCED ELECTRONICS 2601 MANHATTAN BEACH BLVD. REDONDO BEACH, CA 90271 Pay to: 13108 COLLECTIONS CENTER DRIVE CHICAGO, IL60693 FOB Point: DESTINATION Desired: Required: Bill to: 01 ATTN: TREASURY DEPARTMENT 4305 SANTA FE AVE VERNON, CA 90058 Ship to: city 4305 SANTA FE AVE. VERNON, CA 90058 Ship -via: Instructs: R�eqiSlt►Onz, elY► :f. Type Item Code Whse Quantity Units Unit Cost Extension g 3.00 ea 336.96000 1,010.88 Tax cd: s Comm cd: 1099 box: FA? N Fund Typ: Allow partial: Y Allow backorder: Y G442AB-- ADD: XTL 5000 05 Control Head Account(s) Project Account(s) E 011.1036.850000 i Acct % Amount 100.00 1,010.88 Page: 3 RegMstr" Requisition Master Report 4/16/2099 4:36:12PM CITY OF VERNON Page: 4 Document #: 5,240 (Continued) Requisition #: 0004180 RFQ: N Encumber: Y Vendor: 000016 MOTOROLA Selected: Y Order from: order C/O ADVANCED ELECTRONICS 2601 MANHATTAN BEACH BLVD. REDONDO BEACH, CA 9027! Pay to: 13108 COLLECTIONS CENTER DRIVE CHICAGO, IL 60693 FOB Point: DESTINATION Desired: Required: Bill to: 01 ATTN: TREASURY DEPARTMENT 4305 SANTA FE AVE VERNON, CA 90058 Ship to: city 4305 SANTA FE AVE. VERNON, CA 90058 Ship -via: Instructs: :@ CISIfIq� I�E/iP.m�" 4 p Type Item Code .. Whse Quantity Units Unit Cost Extension g 3.00 ea 0.00000 0.00 Tax cd: s Comm cd: 1099 box: FA? N Fund Typ: Allow partial: Y Allow backorder: Y G444AA-- ADD: Control Head Software @ no cost Account(s) Project Account(s) Acct % Amount RFQ: N Encumber: Y Vendor: 000016 MOTOROLA Selected: Y Order from: order C/O ADVANCED ELECTRONICS 2601 MANHATTAN BEACH BLVD. REDONDO BEACH, CA 9027! Pay to: 13108 COLLECTIONS CENTER DRIVE CHICAGO, IL 60693 FOB Point: DESTINATION Desired: Required: Bill to: 01 ATTN: TREASURY DEPARTMENT 4305 SANTA FE AVE VERNON, CA 90058 Ship to: city 4305 SANTA FE AVE. VERNON, CA 90058 Ship -via: Instructs: 9 3.00 ea Tax cd: s Comm cd: 1099 box: Allow partial: Y Allow backorder: G48AU- ENH: Conventional Operation Account(s) Project Account(s) E 011.1036.850000 unit cost 624.00000 FA? N Y Acct % 100.00 l ,t9 /L.UU Fund Typ: Amount 1,872.00 Page: 4 RegMsW ` Requisition Master Report Page: 5 4/16/2909 4:36:12PM CITY OF VERNON Document #: 5,240 (Continued) Requisition #: 0004180 RFQ: N Encumber: Y Vendor: 000016 MOTOROLA Selected: Y Order from: order C/O ADVANCED ELECTRONICS 2601 MANHATTAN BEACH BLVD. REDONDO BEACH, CA 9027t Pay to: 13108 COLLECTIONS CENTER DRIVE CHICAGO, IL 60693 FOB Point: DESTINATION Desired: Required: Bill to: 01 ATTN: TREASURY DEPARTMENT 4305 SANTA FE AVE VERNON, CA 90058 Ship to: city 4305 SANTA FE AVE. VERNON, CA 90058 Ship -via: Instructs: NEW �, S -. r i p w rF�m�l�l��l�d�r� „w � ' *��Mn„ Re ,fNJIS11`lpLf: lfe . , n ili) y I(I�.�N'v��l��YN,fi�O�?�-°.;'?.,. 5».-.k�r its, r59�1{�i PaNI��II�iNNji�aT�.. qex,,, ..i,r^I�'4ilu9U�iI�"a ati�ii�i�I����?.rareu�:�kN�IP"h'N� Type Item Code Whse Quantity Units Unit Cost Extension' 9 3.00 ea 209.82000 629.46 Tax cd: s Comm cd: 1099 box: FA? N Fund Typ: Allow partial: Y Allow backorder: Y G91 AA - ADD: Control Station Power Supply Account(s) Project Account(s) Acct % Amount E 011.1036.850000 100.00 629.46 RFQ: N Encumber: Y Vendor: 000016 MOTOROLA Selected: Y Order from: order C/O ADVANCED ELECTRONICS 2601 MANHATTAN BEACH BLVD, REDONDO BEACH, CA 9027! Pay to: 13108 COLLECTIONS CENTER DRIVE CHICAGO, IL 60693 FOB Point: DESTINATION Desired: Required: Bill to: 01 ATTN: TREASURY DEPARTMENT 4305 SANTA FE AVE VERNON, CA 90058 Ship to: city 4305 SANTA FE AVE. VERNON, CA 90058 Ship -via: Instructs: Dili k YII I9 ii ��y w,S'" Pil gar N1 }NuGYl wtrNr 2 m tii r III rz it ` ifi,.�� 4nMR war,.G'_nd t i Type Item Code Whse Quantity Units Unit Cost. Extension 9 3.00 ea 54.60000 163.80 Tax cd: s Comm cd: 1099 box: FA? N Fund Typ: Allow partial: Y Allow backorder: Y W665BE- ADD: Control Station Operation Account(s) Project Account(s) Acct % E 011.1036.850000 100.00 Amount 163.80 Page: 5 kegMstr' ` Requisition Master Report Page: 6 4/16/2009 4:36:12PM CITY OF VERNON Document #: 5,240 (Continued) Requisition #: 0004180 RFQ: N Encumber: Y Vendor: 000016 MOTOROLA Selected: Y Order from: order C/O ADVANCED ELECTRONICS 2601 MANHATTAN BEACH BLVD. REDONDO BEACH, CA 9027E Pay to: 13108 COLLECTIONS CENTER DRIVE CHICAGO, IL 60693 FOB Point: DESTINATION Desired: Required: Bill to: 01 ATTN: TREASURY DEPARTMENT 4305 SANTA FE AVE VERNON, CA 90058 Ship to: city 4305 SANTA FE AVE. VERNON, CA 90058 Ship -via: Instructs: Req[/I51ffOn-'/fe/n Type Item Code Whse Quantity Units Unit Cost Extension g 1.00 ea 1,182.63000 1,182.63 Tax cd: s Comm cd: 1099 box: FA? N Fund Typ: Allow partial: Y Allow backorder: Y M20SSS9PW1AN- XTL 5000 UHF R2 450-520 MHZ 10-45 Watt Account(s) Project Account(s) E 011.1036.850000 Acct % 100.00 Amount 1,182.63 RFQ: N Encumber: Y Vendor: 000016 MOTOROLA Selected: Y Order from: order C/O ADVANCED ELECTRONICS 2601 MANHATTAN BEACH BLVD. REDONDO BEACH, CA 9027i Pay to: 13108 COLLECTIONS CENTER DRIVE CHICAGO, IL 60693 FOB Point: DESTINATION Desired: Required: Bill to: 01 ATTN: TREASURY DEPARTMENT 4305 SANTA FE AVE VERNON, CA 90058 Ship to: city 4305 SANTA FE AVE. VERNON, CA 90058 Ship -via`. Instructs: �RegrsronYtem ti , It, �_ i nS« l„a,...,..✓ r. -. 'n A Type Item Code Whse Quantity Units Unit Cost Extension g 1.00 ea 97.50000 97.50 Tax cd: s Comm cd: 1099 box: FA? N Fund Typ: Allow partial: Y Allow backorder: Y G66AA- ADD: Dash Mount Account(s) Project Account(s) E 011.1036.850000 Acct % 100.00 Amount 97.50 Page: 6 RegMstr Requisition Master Report Page: 7 4/16/2009 4:36:12PM CITY OF VERNON Document #: 5,240 (Continued) Requisition #: 0004180 RFQ: N Encumber: Y Vendor: 000016 MOTOROLA Selected: Y Order from: order C/O ADVANCED ELECTRONICS 2601 MANHATTAN BEACH BLVD. REDONDO BEACH, CA 9027! Pay to: 13108 COLLECTIONS CENTER DRIVE CHICAGO, IL 60693 FOB Point: DESTINATION Desired: Required: Bill to: 01 ATTN: TREASURY DEPARTMENT 4305 SANTA FE AVE VERNON, CA 90058 Ship to: city 4305 SANTA FE AVE. VERNON, CA 90058 Ship -via: Instructs: l nq,i�ri) Re(�t Ifl 5'Ols'/1eR7 9 �� .. +nh�i%1 III Type Item Code Whse QuantityP Units Unit Cost Extension g 1.00 ea 131.82000 131.82 Tax cd: s Comm cd: 1099 box: FA? N Fund Typ: Allow partial: Y Allow backorder: Y W382AG- ALT: Control Station Microphone Account(s) Project Account(s) Acct % Amount E 011.1036.850000 100.00 131.82 RFQ: N Encumber: Y Vendor: 000016 MOTOROLA Selected: Y Order from: order C/O ADVANCED ELECTRONICS 2601 MANHATTAN BEACH BLVD. REDONDO BEACH, CA 9027! Pay to: 13108 COLLECTIONS CENTER DRIVE CHICAGO, IL 60693 FOB Point: DESTINATION Desired: - Required: Bill to: 01 ATTN: TREASURY DEPARTMENT 4305 SANTA FE AVE VERNON, CA 90058 Ship to: city 4305 SANTA FE AVE. VERNON, CA 90058 Ship -via: Instructs: I:IS�a' , fe m' i pNiuiiii4trti4�lp��^' �7 r idi jlli In c .a'. �.i Othlr� tip' . 'a, y iiilliil61i9i wi si9101GIr< <,t ndihi ReQt/N�iiall.w. .. x , �AihalN,11911a ,.i sl , hype Item Code Whse Quantity Units Unit Cost Extension g 1.00 ea 58.50000 58.50 Tax cd: s Comm cd: 1099 box: FA? N Fund Typ: Allow partial: Y Allow backorder: Y G114AE- ENH: Enhanced Digital ID Display Account(s) Project Account(s) E 011.1036.850000 Acct % 100.00 Amount 58.50 Page: 7 RegMstr" Requisition Master Report Page: 8 4/16/2009 4:36:12PM CITY OF VERNON Document #: 5,240 (Continued) Requisition #: 0004180 RFQ: N Encumber: Y Vendor: 000016 MOTOROLA Selected: Y Order from: order C/O ADVANCED ELECTRONICS 2601 MANHATTAN BEACH BLVD. REDONDO BEACH, CA 9027i Pay to: 13108 COLLECTIONS CENTER DRIVE CHICAGO, IL 60693 FOB Point: DESTINATION Desired: Required: Bill to: 01 ATTN: TREASURY DEPARTMENT 4305 SANTA FE AVE VERNON, CA 90058 Ship to: city 4305 SANTA FE AVE. VERNON, CA 90058 Ship -via: Instructs: dv'�f".li '�ydQnf,�(pfit ` Type Item Code <..l.n Whse Quantity Units Unit Cost s Extension 9 1.00 ea 401.70000 401.70 Tax cd: s Comm cd: 1099 box: FA? N Fund Typ: Allow partial: Y Allow backorder: Y G806AT— ENH: Software Astro Digital CA1 Operation Account(s) Project Account(s) Acct % E 011.1036.850000 100.00 RFQ: N Encumber: Y Vendor: 000016 MOTOROLA Selected: Y Amount 401.70 Order from: order C/O ADVANCED ELECTRONICS 2601 MANHATTAN BEACH BLVD. REDONDO BEACH, CA 9027t Pay to: 13108 COLLECTIONS CENTER DRIVE CHICAGO, IL 60693 FOB Point: DESTINATION Desired: Required: Bill to: 01 ATTN: TREASURY DEPARTMENT 4305 SANTA FE AVE VERNON, CA 90058 Ship to: city 4305 SANTA FE AVE. VERNON, CA 90058 Ship -via: Instructs: NCI CIS �yih(S +Bail ln''14�X�k� •: 9c�; a 6"',k%gnti ll�ia �!'S°���hil�i yw v ,��SJ�"`., Y qii �i4i �� ( .. Re lIlSIC/O/1 f�em s r i �4s, d i�ildhui a« ¢..i. ..,, . ! u„�<.ri� r.. , .. , it . ! i." Type Item Code Whse Quantity Units Unit Cost Extension 9 1.00 ea 0.00000 0.00 Tax cd: s Comm cd: 1099 box: FA? N Fund Typ: Allow partial: Y Allow backorder: Y G444AA-- ADD: Control Head Software Account(s) Project Account(s) Acct % Amount Page: 8 kegMstr " Requisition Master Report 4/16/2009 4:36:12PM CITY OF VERNON Page: 9 Document #: 5,240 (Continued) Requisition #: 0004180 RFQ: N Encumber: Y Vendor: 000016 MOTOROLA Selected: Y Order from: order C/O ADVANCED ELECTRONICS 2601 MANHATTAN BEACH BLVD. REDONDO BEACH, CA 9027£ Pay to: 13108 COLLECTIONS CENTER DRIVE CHICAGO, IL 60693 FOB Point: DESTINATION Desired: Required: Bill to: 01 ATTN: TREASURY DEPARTMENT 4305 SANTA FE AVE VERNON, CA 90058 Ship to: city 4305 SANTA FE AVE. VERNON, CA 90058 Ship -via: Instructs: ��a7i, VRN����,�id �Ir ti��4liq��ino�y,+x ri a items ._.Req'ii�s+ton Type Item Code 15P, Whse Quantity "Units Unit Cost Extension 9 1.00 ea 336.96000 336.96 Tax cd: s Comm cd: 1099 box: FA? N Fund Typ: Allow partial: Y Allow backorder: Y G442AB— ADD: XTL 5000 05 Control Head Account(s) Project Account(s) Acct % Amount E 011.1036.850000 100.00 336.96 RFQ: N Encumber: Y Vendor: 000016 MOTOROLA Selected: Y Order from: order C/O ADVANCED ELECTRONICS 2601 MANHATTAN BEACH BLVD. REDONDO BEACH, CA 9027£ Pay to: 13108 COLLECTIONS CENTER DRIVE CHICAGO, IL 60693 FOB Point: DESTINATION Desired: Required: Bill to: 01 ATTN: TREASURY DEPARTMENT 4305 SANTA FE AVE VERNON, CA 90058 Ship to: city 4305 SANTA FE AVE. VERNON, CA 90058 Ship -via: Instructs: r Requ►sitron�Item , r U t c� Type Item Code Whse Quantity Units Unit Cost Extension 9 1.00 ea 1,170.00000 1,170.00 Tax cd: s Comm cd: 1099 box: FA? N Fund Typ: Allow partial: Y Allow backorder: Y G51 AM— ENH: 3600 Smartzone Operation Account(s) E 011.1036.850000 Project Account(s) Acct % 100.00 Amount 1,170.00 Page: 9 RegMstr'' Requisition Master Report Page: 10 4/16/2009 4:36:12PM CITY OF VERNON Document #: 5,240 (Continued) Requisition #: 0004180 RFQ: N Encumber: Y Vendor: 000016 MOTOROLA Selected: Y Order from: order C/O ADVANCED ELECTRONICS 2601 MANHATTAN BEACH BLVD. REDONDO BEACH, CA 90271 Pay to: 13108 COLLECTIONS CENTER DRIVE CHICAGO, IL 60693 FOB Point: DESTINATION Desired: Required: Bill to: 01 ATTN: TREASURY DEPARTMENT 4305 SANTA FE AVE VERNON, CA 90058 Ship to: city 4305 SANTA FE AVE. VERNON, CA 90058 Ship -via: Instructs: k(nrh«CY^`!M$RlReMtin m�43CsMrw�d` Type Item Code Whse Quantity Units Unit Cost " Extension 9 1.00 ea 234.00000 234.00 Tax cd: s Comm cd: 1099 box: FA? N Fund Typ: Allow partial: Y Allow backorder: Y G361 AE- ENH: Astro Project 25 Trunking Software Account(s) Project Account(s) Acct % Amount E 011.1036.850000 100.00 234.00 RFQ: N Encumber: Y Vendor: 000016 MOTOROLA Selected: Y Order from: order C/O ADVANCED ELECTRONICS 2601 MANHATTAN BEACH BLVD. REDONDO BEACH, CA 9027i Pay to: 13108 COLLECTIONS CENTER DRIVE CHICAGO, IL 60693 FOB Point: DESTINATION Desired: Required: Bill to: 01 ATTN: TREASURY DEPARTMENT 4305 SANTA FE AVE VERNON, CA 90058 Ship to: city 4305 SANTA FE AVE. VERNON, CA 90058 Ship -via: Instructs: ,,i1�ell��hii k'Vi','aiN N,,,:. aa; II M e WlSlf101f1>feF11 �UH"i�l�wi w iM ," iloit�sRaHE, NR��'._s Type Item Code Whse Quantity Units Unit Cost Extension 9 1.00 ea 209.82000 209.82 Tax cd: s Comm cd: 1099 box: FA? N Fund Typ: Allow partial: Y Allow backorder: Y G91 AA - ADD: Control Station Power Supply Account(s) Project Account(s) Acct % Amount E 011.1036.850000 100.00 209.82 Page: 10 RegMstr Requisition Master Report Page: 11 4/16/2099 4:36:12PM CITY OF VERNON Document #: 5,240 (Continued) Requisition #: 0004180 RFQ: N Encumber: Y Vendor: 000016 MOTOROLA Selected: Y Order from: order C/O ADVANCED ELECTRONICS 2601 MANHATTAN BEACH BLVD. REDONDO BEACH, CA 9027Z Pay to: 13108 COLLECTIONS CENTER DRIVE CHICAGO, IL 60693 FOB Point: DESTINATION Desired: Required: Bill to: 01 ATTN: TREASURY DEPARTMENT 4305 SANTA FE AVE VERNON, CA 90058 Ship to: city 4305 SANTA FE AVE. VERNON, CA 90058 Ship -via: Instructs: Rec�ulsltlon+/ 6 mim r 1 Hfiiu it Hu t Mug" x°Y r;�i�7 a� 1 a w (Nd�IY��''a'.'„y� ,,.� u r „a 7 h� a �Yni i. R40I nJilll Type Item Code Whse Quantity Units Unit Cost Extension 9 1.00 ea 54.60000 54.60 Tax cd: s Comm cd: 1099 box: FA? N Fund Typ: Allow partial: Y Allow backorder: Y W665BE— ADD: Control Station Operation Account(s) E 011.1036.850000 Project Account(s) Acct % 100.00 Amount 54.60 RFQ: N Encumber: Y Vendor: 000016 MOTOROLA Selected: Y Order from: order C/O ADVANCED ELECTRONICS 2601 MANHATTAN BEACH BLVD. REDONDO BEACH, CA 9027! Pay to: 13108 COLLECTIONS CENTER DRIVE CHICAGO, IL 60693 FOB Point: DESTINATION ' Desired: Required: Bill to: 01 ATTN: TREASURY DEPARTMENT 4305 SANTA FE AVE VERNON, CA 90058 Ship to: city 4305 SANTA FE AVE. VERNON, CA 90058 Ship -via: Instructs: P�ilit�°�"A ilia r. i r � ii t i�r.ap h Type Item Code Amount s Tax cd: Comm cd: 1099 box: 7M Estimated Freight Account(s) Project Account(s) E 011.1036.850000 FA? N Acct % 100.00 65.00 Amount 65.00 Page: 11 ke Mstr ` q Requisition Master Report Page: 12 4/16/2,009 4:36:12PM CITY OF VERNON Document #: 5,240 (Continued) Requisition #: 0004180 RFQ: N Encumber: Y Vendor: 000016 MOTOROLA Selected: Y Order from: order C/O ADVANCED ELECTRONICS 2601 MANHATTAN BEACH BLVD. REDONDO BEACH, CA 9027I Pay to: 13108 COLLECTIONS CENTER DRIVE CHICAGO, IL 60693 FOB Point: DESTINATION Desired: Required: Bill to: 01 ATTN: TREASURY DEPARTMENT 4305 SANTA FE AVE VERNON, CA 90058 Ship to: city 4305 SANTA FE AVE. VERNON, CA 90058 Ship -via: Instructs: y 11" 10 ���ll� r' .� i�r 'J a vidBllVNlillli��W� ay . , 1�IPlik uµ i' ., . �I wk w k, .. '^rlll r ii llr I� I tReirill lllv:lwyTaii Type Document Source Amount tax po Tax cd: s Comm cd: 1099 box: FA? 1,218.24 Account(s) Project Account(s) Acct % Amount E 011.1036.850000 100.00 1,218.24 Total: 14,453.36 .�c u f d' 4;�i ! 1�7t {�i ti n wl k z, t rIS j 7 b,lR T a t& "Vgw' "k a� fli .F � �dGlu�Rec Ulslflon;Appr Ya! f%l.S, Ol7/�y�l p���'�i i��, ai.ti' i;� z s J n tiuid'�! �`"t��ir� +�� !i`�"� r �. rva- :vQ .n, RIM �u! ;"i.e ��' r r _ . end �+, "InN .r. Rr Approver: DAVID ALVAREZ Lvl: 1 In:4/15/2009 10:21:46AM Out:4/15/2009 10:22:12AM Action: app Approver: MARK WHITWORTH Action: app Lvl: 2 In:4/15/2009 10:22:12AM Out:4/15/2009 11:23:25AM Page: 12 Quote Number: QU4000080 41 'Effective: I APR 3 ,09 EfT VFRNON, CITY O 410-5 SANTAFE AVE T. 3 RRWl A t N e: Mark r€ any Phone: 323 587 5171 'Email. marke art ,,?,,IdvsracedelecMmics.com Phone, 3 i 073504 t 0 Contract Number. LA COUNTY CONTRACT IS 10 'ren t terms: O M-MostEczra vkvmettt s: Net 30 Due Y3Ea4"tA:S£� 7 3 G(AAA _ ADD; D'A E MOUNT lb 3 W30A "x ASS». i 1 7lTION 4AS SNfl ENHANCED DIGITAL B) S9 .11 t S3;fi,5f 8#' .S #f�"Mt�&'IK4i`iA),CAT 95E54 a l?1. {:F Ni, B3.s+a OPERATIM CK if ' �b2hi ADD:"k"tm5CKS3ftSC4>a"3"d8t')„ kE�AE 2,(* 336,96 ES,_ 3 C"AA ADP.-CONTROLTIE&OSOPT'WAR cb �,44 levJ� 1h- � °i"�t"3� i%. AA- D°, Ni} ANiA iwlED t) ('391AA AW, C OLStA't3 N t(MR STAT ., ak WtG333E, AM): (MAOL" TAS" P OPE'PA11 WATT # 066AA A%10, DASR MOUNr Zb t W392AG A1w"4":'MN"rEt.'t L VATION Si„YLK IMOP sONE DISKAY 2 uaatE rNfl SO�� AR)"'AVR �? iTALCAI E A 9 051 ANt SNM AM S"RTZONE i PER..a` ION 31.17AM zB t 03618r,s ENWAgTR0 PROJECT k` 23 TRUNK1*4r Sit AI SL)F3 8 £.sN�F�"it� ,�.ai''a4,i 'NREL✓Ea'i} 0 ANTENNA m 2 I cia A ADM CONTROL STATION POWER SlMIS2 $21,*. SURptly 2E ! "658 ADD'.€aCPVTii#aE,STA110 S".00d SSA. a .,oha8a SI,ZM24 Total QuAttla 14,453,3 i TERM CONTRACT AWARD INTERNAL SERVICES DEPARTMENT MOTOROLA, INC. 725 S. FIGUEROA ST., STE. 1870 LOS ANGELES, CA 90017 RADIO COMMUNICATIONS (MOTOROLA) NUMBER : 43070 BUYER : YVONNE PARKER BUYER PHONE (323) 881-5150-0000 T-NUMBER DATE ISSUED : 06/21/07 VENDOR NUMBER : 033256 ' -01 VENDOR PHONE (213) 362-6704 REQ AGENCY : IS9000 INTERNAL SERVICES DEPARTMENT AGENCY REQ NO. : REQ NO. : 11032379 FISCAL YEAR : 08 EFFECTIVE DATE : 07/01/07 EXPIRATION DATE: 06/30/10 The County of Los Angeles accepts your offer to furnish our requirements (and such requirements as may be ordered by cities and/or districts indicated herein) of the listed commodity, or service, as needed, subject to conditions of the stated quotation and as provided herein. All Purchase Agreements, Purchase Orders and Contracts will be deemed to be made and entered into the State of California under the constitution and laws of this state and are to be so construed. PRICE GUARANTEE: Unless otherwise provided herein, prices are maximum for the period of this agreement. In the event of a price decline, or, should you at any time during the life of this agreement sell the same material or service under similar quantity and deliver conditions to the State of California, or legal district thereof, or to any county or Municipality within the State of California at prices below those stated herein, you will immediately extend such lower prices to the County of Los Angeles. ATTENTION: VENDOR/DEPARTMENT_- SPECIAL NOTE: County departments are not authorized to use this agreement as a purchasing source for products not specifically covered herein. Changes of items, equipment, or modifications to prices, specifications, or conditions, etc., of this agreement can be made only by the Purchasing Agent by issuance of official amendment and in accordance with properly authorized changes agreed upon prior to consummation. Los Angeles County will not pay for items not listed below that have not been processed in accordance with the above paragraph. Vendor will incur payment problems. County's Quality Assurance Plan. The County or its agent will evaluate Contractor's performance under this agreement on not less than an annual basis. Such evaluation will include assessing Contractor's compliance with all contract terms and performance standards. Contractor deficiencies which County determines are severe or continuing and that may place performance of the agreement in jeopardy if not corrected will be reported to the Board of Supervisors. The report will include improvement/corrective action measures taken by the County and Contractor. If improvement does not occur consistent with the corrective action measures, County may terminate this agreement or impose other penalties as specified in this agreement. OF LOS ANGELES PSCONT, INFORMS 1995 w4dR1G7:1 STANDARD TERMS AND CONDITIONS I TERM CONTRACT NUMBER :43070 I VENDOR: MOTOROLA, INC. T-NUMBER CONTRACTOR RESPONSIBILITY AND DEBARMENT 1. A responsible Contractor is a Contractor who has demonstrated the attribute of trustworthiness, as well as quality, fitness, capacity and experience to satisfactorily perform the contract. It is the County's policy to conduct business only with responsible contractors. 2. The Contractor is hereby notified that, in accordance with Chapter 2.202 of the County Code, if the County acquires information concerning the performance of the contractor on this or other contracts which indicates that the Contractor is not responsible, the County may, in addition to other remedies provided in the contract, debar the Contractor from bidding on County contracts for a specified period of time not to exceed 5 years, and terminate any or all existing contracts the Contractor may have with the County. 3. The County may debar a contractor if the Board of Supervisors finds, in its discretion, that the Contractor has done any of the following: (1) violated any term of a contract with the County, (2) committed any act or omission which negatively reflects on the Contractor's quality, fitness or capacity to perform a contract with the County or any other public entity, or engaged in a pattern or practice which negatively reflects on same, (3) committed an act or offense which indicates a lack of business integrity or business honesty, or (4) made or submitted a false claim against the County or any other public entity. 4. If there is evidence that the Contractor may be subject to debarment, the Department will notify the Contractor in writing of the evidence which is the basis for the proposed debarment and will advise the. Contractor of the scheduled date for a debarment hearing before the Contractor Hearing Board. S. The Contractor Hearing Board will conduct a hearing where evidence on the proposed debarment is presented. The Contractor and/or the Contractor's representative shall be given an opportunity to submit evidence at that hearing. After the hearing, the Contractor Hearing Board shall prepare a proposed decision, which shall contain a recommendation regarding whether the contractor should be debarred, and, if so, the appropriate length of time of the debarment. If the Contractor fails to avail itself of the opportunity to submit evidence to the Contractor Hearing Board,the Con- tractor may be deemed to have waived all rights of appeal. 6. A record of the hearing, the proposed decision and any other recommendation of the Contractor Hearing Board shall be presented to the Board of Supervisors. The Board of Supervisors shall have the right,to modify, deny or adopt the proposed decision and recommendation of the Hearing Board. 7. These terms shall also apply to (subcontractors/subconsultants) of County Contractors PROHIBITION AGAINST USE OF CHILD LABOR VENDOR shall: 1. Not knowingly sell or supply to COUNTY any products, goods, supplies or other personal property produced or manufactured in violation of child labor standards set by the International Labor Organizations through its 1973 Convention Concerning Minimum Age for Employment. 2. Upon request by COUNTY, identify the country/countries of origin of any products, goods, supplies or other personal property bidder sells or supplies to COUNTY, and 3. Upon request by COUNTY, provide to COUNTY the manufacturer's certification of compliance with all international child labor conventions. Should COUNTY discover that any products, goods, supplies or other personal property sold or supplied by VENDOR to COUNTY are produced in violation of any international child labor conventions, VENDOR shall immediately provide an alternative, compliant source of supply. Failure by VENDOR to comply with the provisions of this clause will be grounds'for immediate cancellation of this Purchase Order or termination of this Agreement and award to an alternative vendor. FSTEXT, INFORMS 1995. PAGE STANDARD TERMS AND CONDITIONS I TERM CONTRACT NUMBER :43070 I VENDOR: MOTOROLA, INC. T-NUMBER A. Jury Service Program. This Contract is subject to the provisions of the County's ordinance entitled Contractor Employee Jury Service ("Jury Service Program") as codified in Sections 2.203.010 through 2.203.090 of the Los Angeles County Code. S. Written Employee Jury Service Policy. 1. Unless Contractor has demonstrated to the County's satisfaction either that Contractor is not a "Contractor" as defined under the Jury Service Program (Section 2.203.020 of the County Code) or that Contractor qualifies for an exception to the Jury Service Program (Section 2.203.070 of the County Code), Contractor shall have and adhere to a written policy that provides that its Employees shall receive from the Contractor, on an annual basis, no less than five days of regular pay for actual jury service. This policy may provide that Employees deposit any fees received for such jury service with the Contractor or that the Contractor deduct from the Employee's regular pay the fees received for jury service. For purposes of this Section, "Contractor" means a person, partnership, corporation or other entity which has a contract with the County or a subcontract with a County contractor and has received or will receive an aggregate sum of $50,000 or more in any 12-month period under one or more County contracts or subcontracts. ,Employee" means any California resident who is a full time employee of Contractor. "Full time" means 40 hours or more worked per week, or a lesser number of hours if the lesser number is a recognized industry standard and is approved as such by the County. If Contractor uses any subcontractor to perform services for the County under the Contract, the subcontractor shall also be subject to the provisions of this Section. The provisions of this Section shall be inserted into any such subcontract agreement and a copy of the Jury Service Program shall be attached to the agreement. 3. If Contractor is not required to comply with the Jury Service Program when the Contract commences, Contractor shall have a continuing obligation to review the applicability of its "exception status" from the Jury Service Program, and Contractor shall immediately notify County if Contractor at any time either comes within the Jury Service Program's definition of "Contractor" or if Contractor no longer qualifies for an exception to the Program. In either event, Contractor shall immediately implement a written policy consistent with the Jury Service Program. The County may also require, at any time during the Contract and at its sole discretion, that Contractor demonstrate to the County's satisfaction that Contractor either continues to remain outside of the Jury Service Program's definition of "Contractor" and/or that Contractor continues to qualify for an exception to the Program. 4. Contractor's violation of this Section of the contract may constitute a material breach of the Contract. In the event of such material breach, County may, in its sole discretion, terminate the Contract and/or bar Contractor from the award of future County contracts for a period of time consistent with the seriousness of the breach. PST=XT, INFORMS 1995 PAGE STANDARD TERMS AND CONDITIONS I TERM CONTRACT NUMBER :43070 VENDOR: MOTOROLA, INC. T-NUMBER - PRICE SPECIFIC CONTRACTS AND PURCHASE ORDERS Vendors are entitled to receive payment for goods received by, or services provided to the County specific to the Contract or Purchase Order price amount. Under no circumstances will those Suppliers, Contractors or vendors who supply goods or otherwise contract services with the County of Los Angeles be entitled to or paid for expenditures beyond the Contract or Purchase Order amounts. ASSIGNMENT BY CONTRACTOR A. Contractor shall not assign its rights or delegate its duties under the Agreement, or both whether in whole or in part, without the prior written consent of County, in its discretion, and any attempted assignment or delegation without such consent shall be null and void. For purposes of.this paragraph, County consent shall require a written amendment to the Agreement, which is formally approved and executed by the parties. Any payments by County to any approved delegate or assignee on any claim under the Agreement shall be deductible, at county's sole discretion, against the claims which Contractor may have against County. B. Shareholders, partners, members, or other equity holders of Contractor may transfer, sell exchange, assign, or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment, or divestment is effected in such a way as to give majority control of Contractor to any person(s), corporation, partnership, or legal entity other than the majority controlling interest therein at the time of execution of the Agreement, such disposition is an assignment requiring the prior written consent of County in accordance with applicable provisions of this Agreement. C. Any assumption, assignment, delegation, or takeover of any of the Contractor's duties, responsibilities, obligations, or performance of same by any entity other than the Contractor, whether through assignment, subcontract, delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever without County's express prior written approval, shall be a material breach of the Agreement which may result in the termination of the Agreement. In the event of such termination, County shall be entitled to pursue the same remedies against Contractor as it could pursue in the event of default by Contractor. OFF-PEAK (HOURS) - DELIVERY OF COMMODITIES It is the policy of the Los Angeles County Board of Supervisors that County departments promote off-peak deliveries and pickup of all commodities by County vendors between the hours of 9:00 a.m. and 3:30 p.m., Monday though Friday, during regularly scheduled County business days. The purpose of this policy is to reduce vehicle trips and vehicle emissions during the morning and afternoon commute periods. For purposes of the Board Policy, the trip shall be deemed to be compliant if the actual time of delivery provides for arrival at the.County facility or location on or after 9:00 a.m. and the delivery or pickup is initiated at the County facility or location on or before 3:30 p.m. Noncompliance with this policy may result in cancellation of a Purchase Order or termination of contract and/or agreement between the County and the awarded vendor. Unless otherwise instructed by authorized County department personnel, vendors shall be required to confer with County departments to schedule, as appropriate, regularly planned trips to County facilities for deliveries and/or pickup of commodities within the designated off-peak periods. County departments co -located at facilities that are serviced by the same vendor shall make every effort to coordinate off-peak deliveries and pickups between the vendor and other County departments at the facility. Emergency, special orders, and other non -conforming deliveries and pickups specifically requested by County departments shall not constitute a violation of the Board Policy. In addition, circum- stances documented by the vendor to the satisfaction of the affected County department that are outside of the control of the vendor that preclude adherence to the Board Policy shall not constitute a violation of the Board Policy. If circumstances related to department operations preclude regularly scheduled deliveries between the hours.of 9:00 a.m. and 3:30 p.m., Monday through Friday, the department shall nofify the vendor of any exception(s) allowable under the Board Policy. If such circumstances are permanent in nature, the department shall notify the Chief Administrative Office and ISD of their intent to exclude the affected contract(s) and/or commodities from the provisions of the Board Policy. PSTE%T. INFORMS 1995 PAGE STANDARD TERMS AND CONDITIONS TERM CONTRACT NUMBER :43070 I VENDOR: MOTOROLA, INC. I PAGE I County departments doing business with non -commodity or service -related vendors that schedule regular trips to County facilities shall, to the extent feasible and appropriate, encourage such vendors to schedule such trips to their facilities between the hours of 9:00 a.m. and 3:30 p.m., Monday through Friday, during regularly scheduled business days. Records Retention and Audit, Federal or State Funded Purchases The vendor shall maintain in good and legible condition all books, documents, papers, and records related to its performance under this purchase order or agreement. Such records shall be complete and available to Los Angeles County, the State of California and officials of the Federal government or its duly authorized representatives, during the term of the contract and for a period of at least three years following the County's final payment under the purchase order or agreement, unless other matters, such as an audit or litigation, are not closed. All purchase order or agreement -related books, documents, papers, and records related to the vendor's performance under the purchase order or agreement must be retained in a manner described above until all such other matters are closed, regardless of the duration. PSTEXT, INFORMS 1995 1 SPECIAL TERMS AND CONDITIONS I TERM CONTRACT NUMBER :43070 T-NUMBER VENDOR: MOTOROLA, INC. 1 TERMS & CONDITIONS OF PURCHASE FOR CONTRACT 43070 ***NOTE: THE COUNTY OF LOS ANGELES 1S USING A NEW DATABASE NUMBERING SYSTEM: THEREFORE, THE COUNTY OF LOS ANGELES MASTER PURCHASE AGREEMENT NUMBER 40856 (TERM: 1999 - 2007) WILL HAVE A NEW NUMBER ASSOCIATED WITH IT. THIS NEW NUMBER IS A PROCEDURAL CHANGE AND DOES NOT CHANGE THE NATURE OF THE EXTENSION OF THE AGREEMENT NUMBER 40856. ALL THE TERMS AND CONDITIONS OF THE AGREEMENT REMAIN THE SAME.*** ****NOTE: THIS CONTRACT SHALL BE FOR THE PURCHASE OF RADIO COMMUNICATION EQUIPMENT & RELATED ACCESSORIES ONLY.. PRODUCTS WITH RADIO COMMUNICATIONS AS AN ADDTIONAL FEATURE (LE DESK OR LAPTOP COMPUTERS) SHALL NOT BE PURCHASED UNDER THIS CONTRACT.**** CONDITIONS OF PURCHASE: THIS CONTRACT SHALL BE IN ACCORDANCE WITH THESE TERMS AND CONDITIONS AND ANY ATTACHMENTS HERETO. NO OTHER CONDITIONS OR MODIFICATIONS OF THESE TERMS AND CONDITIONS WILL BE EFFECTIVE UNLESS SPECIFICALLY AGREED TO IN WRITING BY THE COUNTY OF LOS ANGELES (COUNTY). FAILURE OF COUNTY TO OBJECT TO PROVISIONS CONTAINED IN ANY ACKNOWLEDGMENT, DOCUMENT OR OTHER COMMUNICATION FROM VENDOR SHALL NOT BE CONSTRUED AS A WAIVER OF THESE TERMS AND CONDITIONS NOR AN ACCEPTANCE OF ANY SUCH PROVISION. DELIVERY: DELIVERY SHALL BE AS STATED HEREIN. WHEN USING COMMON CARRIERS, COUNTY RESERVES THE RIGHT TO DESIGNATE THE TRANSPORTATION CARRIER. FAILURE ON THE PART OF VENDOR TO ADHERE TO SHIPPING TERMS SPECIFIED HEREON OR WRITTEN AGREEMENT MAY, AT COUNTY'S DISCRETION, RESULT IN ADDITIONAL HANDLING COSTS BEING DEDUCTED FROM VENDOR'S INVOICE. COST OF INSPECTION ON DELIVERIES OR OFFERS FOR DELIVERY WHICH DO NOT MEETSPECIFICATIONS WILL BE FOR THE ACCOUNT OF VENDOR. UNLESS OTHERWISE SET FORTH HEREIN, ALL ITEMS SHALL BE SUITABLE PACKED AND MARKED. PURCHASE ORDER NUMBER MUST BE ON ALL SHIPPING DOCUMENTS AND CONTAINERS. 3 INVOICES: INVOICES SHALL BEAR UPON THEIR FACE THE PURCHASE ORDER NUMBER WHICH APPEARS IN THE UPPER RIGHT-HAND CORNER - INVOICES MUST STATE THAT THEY COVER, AS THE CASE MAY BE, COMPLETE OR PARTIAL DELIVERY, AND MUST SHOW UNITS AND UNIT PRICES. INVOICES WILL NOT BE PAID UNLESS AND UNTIL THE REQUIREMENTS HAVE BEEN FULLY MET. WHEN PRICE SHOWN IS A DELIVERED PRICE, ALL TRANSPORTATION AND DELIVERY CHARGES MUST BE PREPAID IN FULL TO DESTINATION. 4 PRICE/SALES TAX: UNLESS OTHERWISE DEFINITELY SPECIFIED, PRICES' BID SHALL NOT INCLUDE SALES, OR USE TAXES. CONTRACTOR SHALL PROVIDE EITHER THE SERIAL NUMBER OR ITS RETAILER'S PERMIT TO ENGAGE IN BUSINESS AS A SELLER (IF A CA COMPANY) OR ITS RETAILER'S CERTIFICATE. OF REGISTRATION - USE TAX (IF NOT CA COMPANY). WITHOUT ONE OF THESE NUMBERS, COUNTY WILL NOT PAY SALES/USE TAX DIRECT TO ANY VENDOR. 5 PAYMENT TERMS: PAYMENT TERMS ARE NET 30 DAYS FROM COUNTY'S RECEIPT OF A CORRECT AND PROPER INVOICE, AS PREPARED IN ACCORDANCE WITH THE TERMS OF THE PURCHASE ORDER AND CONTRACT 40856 IN NO EVENT SHALL COUNTY BE LIABLE FOR ANY LATE CHARGES. INVOICES SHALL ONLY BE ISSUED AFTER COUNTY'S ACCEPTANCE OF THE GOODS AND/OR PRODUCTS. DISCOUNTS SHALL BE AS SET FORTH ON PURCHASE ORDER OR CONTRACT (WHICHEVER IS GREATER). 6 WARRANTIES: VENDOR SHALL, AT NO COST TO COUNTY, PROMPTLY CORRECT ANY AND ALL DEFECTS IN THE ITEMS OR SERVICES PROVIDED HEREUNDER. THE TERM OF THIS WARRANTY SHALL BE AS SET FORTH ON THE FACE HEREOF OR IS NOT TERM AS SHOWN, NINETY (90) DAYS FROM DATE OF COUNTY'S ACCEPTANCE OF THE ITEM OR SERVICE. VENDOR WARRANTS THAT THE ITEMS MAY BE SHIPPED, SOLD AND USED IN CUSTOMARY MANNER WITHOUT VIOLATION OF ANY LAW, ORDINANCE, RULE OR REGULATION OF ANY GOVERNMENT OR ADMINISTRATIVE BODY. PSTEXT, INFORMS 1995 PAGE SPECIAL TERMS AND CONDITIONS TERM CONTRACT NUMBER :43070 VENDOR: MOTOROLA, INC. PAGE T-NUMBER 7 DISCLAIMER OF OTHER WARRANTIES: THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 7 CANCELLATION: UNLESS OTHERWISE SPECIFIED HEREIN, COUNTY MAY CANCEL ALL OR PART OF A PURCHASE ORDER AT NO COST AND FOR ANY REASON BY GIVING WRITTEN NOTICE TO VENDOR AT LEAST THIRTY (30)CALENDAR DAYS PRIOR TO SCHEDULED DELIVERY. A CANCELLATION CHARGE NOT EXCEEDING ONE PERCENT (I%) OF THE VALUE OF THE CANCELLED PORTION OF THE PURCHASE ORDER MAY BE CHARGED COUNTY FOR CANCELLATION WITH LESS THAN THIRTY (30) CALENDAR DAYS PRIOR WRITTEN NOTICE. 8 EMPLOYMENT ELIGIBILITY: VENDOR WARRANTS THAT IT FULLY COMPLIES WITH ALL STATUTES AND REGULATIONS REGARDING THE EMPLOYMENT OF ALIENS AND OTHERS. 8A-FAIR LABOR STANDARDS: VENDOR SHALL COMPLY WITH ALL APPLICABLE PROVISIONS OF THE FEDERAL FAIR LABOR STANDARDS ACT. 9 HAZARDOUS MATERIALS: VENDOR WARRANTS THAT IT COMPLIES WITH ALL FEDERAL, STATE AND LOCAL LAWS, RULES, ORDINANCES AND REGULATIONS CONCERNING HAZARDOUS MATERIALS AND TOXIC SUBSTANCES. 10 COVENANT AGAINST GRATUITIES: VENDOR WARRANTS THAT NO GRATUITIES (IN THE FORM\OF ENTERTAINMENT, GIFTS, OR OTHERWISE) WERE OFFERED OR GIVEN BY VENDOR, OR ANY AGENT OR REPRESENTATIVE OF VENDOR, TO ANY OFFICE OR EMPLOYEE OF COUNTY WITH A VIEW TOWARD SECURING A PURCHASE ORDER OR FAVORABLE TREATMENT WITH RESPECT TO ANY DETERMINATION CONCERNING THE PERFORMANCE OF THE PURCHASE ORDER. IN THE EVENT OF BREACH OF THIS WARRANTY, COUNTY SHALL BE ENTITLED TO PURSUE THE SAME REMEDIES INCLUDING, BUT NOT LIMITED TO, TERMINATION, AGAINST VENDOR AS IT COULD PURSUE IN THE EVENT OF VENDOR'S DEFAULT. - 11 CONFLICT OF INTEREST: NO COUNTY EMPLOYEE WHOSE POSITION WITH COUNTY ENABLES SUCH EMPLOYEE TO INFLUENCE THE AWARD OF A PURCHASE ORDER OR ANY COMPETING AGREEMENT, AND NO SPOUSE OR ECONOMIC DEPENDENT OF SUCH EMPLOYEE, SHALL BE EMPLOYED IN ANY CAPACITY BY VENDOR, OR HAVE ANY OTHER DIRECT OR INDIRECT FINANCIAL INTEREST IN THE PURCHASE ORDER. NO OFFICER OR EMPLOYEE OF VENDOR, WHO MAY FINANCIALLY BENEFIT FROM THE AWARD OF A PURCHASE ORDER SHALL IN ANY WAY PARTICIPATE IN COUNTY'S APPROVAL, ONGOING EVALUATION, OR IN ANY WAY ATTEMPT TO UNLAWFULLY INFLUENCE COUNTY'S APPROVAL OR ONGOING EVALUATION. I IA --VENDOR SHALL COMPLY WITH ALL CONFLICT OF INTEREST LAWS, ORDINANCES AND REGULATIONS NOW IN EFFECT OR HEREAFTER TO BE ENACTED DURING THE TERM OF THE PURCHASE ORDER. VENDOR WARRANTS THAT IT IS; NOT AWARE OF ANY FACTS WHICH CREATE A CONFLICT OF INTEREST. IF VENDOR HEREAFTER BECOMES AWARE OF ANY FACTS WHICH MIGHT REASONABLY BE EXPECTED TO CREATE A CONFLICT OF INTEREST, IT SHALL IMMEDIATELY MAKE FULL WRITTEN DISCLOSURE OF SUCH FACTS TO COUNTY. FULL WRITTEN DISCLOSURE SHALL INCLUDE, BUT IS. NOT LIMITED TO, IDENTIFICATION OF ALL PERSONS IMPLICATED AND A COMPLETE DESCRIPTION OF ALL RELEVANT CIRCUMSTANCES. 12 GOVERNING LAW AND VENUE: THE PURCHASE ORDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. VENDOR AGREES AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF CALIFORNIA FOR ALL PURPOSES REGARDING THE PURCHASE ORDER, AND FURTHER AGREES AND CONSENTS THAT VENUE OF ANY ACTION HEREUNDER SHALL BE EXCLUSIVELY IN THE COUNTY OF LOS ANGELES, CALIFORNIA. 13 INDEMNIFICATION: VENDOR SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS PSTEXT, INFORMS 1995 SPECIAL TERMS AND CONDITIONS TERM CONTRACT NUMBER :43070 VENDOR: MOTOROLA, INC. PAGE T-NUMBER COUNTY, ITS AGENTS, OFFICERS AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, EXPENSE, INCLUDING DEFENSE COSTS AND LEGAL FEES, AND CLAIMS FOR DAMAGES OF ANY NATURE WHATSOEVER ARISING FROM OR CONNECTED WITH ALLEGED OR ACTUAL NEGLIGENCE DUE TO OR ASSOCIATED WITH VENDOR'S NEGLIGENT OPERATIONS, GOODS, AND/OR COMMODITIES OR SERVICES PROVIDED HEREUNDER. IF AN INFRINGEMENT CLAIM OCCURS VENDOR MAY AT ITS OPTION AND EXPENSE PROCURE FOR COUNTY THE RIGHT TO CONTINUE USING THE EQUIPMENT, REPLACE OR MODIFY IT SO THAT IT BECOMES NON -INFRINGING WHILE PROVIDING FUNCTIONALLY EQUIVALENT PERFORMANCE, OR GRANT COUNTY A CREDIT FOR SUCH EQUIPMENT OR VENDOR SOFTWARE AS DEPRECIATED AND ACCEPT ITS RETURN. THE DEPRECIATION AMOUNT WILL BE CALCULATED BASED UPON GENERALLY ACCEPTED ACCOUNTING STANDARDS FOR SUCH EQUIPMENT AND SOFTWARE. VENDOR WILL HAVE NO DUTY TO DEFEND OR INDEMNIFY FOR ANY INFRINGEMENT CLAIM THAT IS BASED UPON (1) THE COMBINATION OF THE EQUIPMENT OR VENDOR SOFTWARE WITH ANY THIRD PARTY SOFTWARE, APPARATUS OR DEVICE NOT FURNISHED BY VENDOR; (11) THE USE OF ANCILLARY EQUIPMENT OR SOFTWARE NOT FURNISHED BY MOTOROLA AND THAT IS ATTACHED TO OR USED IN CONNECTION WITH THE EQUIPMENT OR VENDOR SOFTWARE; (III) ANY EQUIPMENT THAT IS NOT VENDOR'S DESIGN OR FORMULA; (IV) A MODIFICATION OF THE VENDOR SOFTWARE BY A PARTY OTHER THAN VENDOR; OR (V) THE FAILURE BY COUNTY TO INSTALL AN ENHANCEMENT RELEASE TO THE VENDOR SOFTWARE THAT IS INTENDED TO CORRECT THE CLAIMED INFRINGEMENT. THE FOREGOING STATES THE ENTIRE LIABILITY OF VENDOR WITH RESPECT TO INFRINGEMENT OF PATENTS AND COPYRIGHTS BY THE EQUIPMENT AND VENDOR SOFTWARE OR ANY PARTS THEREOF. THIS INDEMNITY SHALL INCLUDE, BUT NOT BE LIMITED TO, CLAIMS FOR OR BY REASON OF ANY ALLEGED INFRINGEMENT OF ANY UNITED STATES PATENT OR COPYRIGHT OR ANY ACTUAL OR ALLEGED TRADE SECRET DISCLOSURE. LIABILITY INSURANCE: THE COUNTY OF LOS ANGELES, ITS AGENTS OR EMPLOYEES, WILL NOT BE RESPONSIBLE FOR LOSS BY FIRE, FLOOD OR ACTS OF GOD. AFTER SUCH LOSS OF EQUIPMENT OR PARTS THEREOF HAS BEEN REPORTED TO YOU, REPLACEMENT IS TO BE MADE BY SUPPLIER WITHIN TIME QUOTED FOR ORIGINAL DELIVERY. HOWEVER, IF POSITIVE PROOF CAN BE FURNISHED SHOWING THAT A COUNTY EMPLOYEE IS RESPONSIBLE FOR ANY ACT OF NEGLIGENCE THAT AFFECTS THE OPERATION OR CONDITION OF THE EQUIPMENT, REPAIR OR REPLACEMENT WILL BE FOR THE ACCOUNT OF THE COUNTY. THIS LIMITATION OF LIABILITY PROVISION SHALL APPLY NOTWITHSTANDING ANY CONTRARY PROVISION IN THIS AGREEMENT. EXCEPT FOR PERSONAL INJURY OR DEATH, MOTOROLA'S TOTAL LIABILITY, WHETHER FOR BREACH OF CONTRACT. WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT, INDEMNIFICATION, OR OTHERWISE, WILL BE LIMITED TO THE DIRECT DAMAGES RECOVERABLE UNDER LAW, BUT NOT TO EXCEED ONE MILLION DOLLARS 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 EQUIPMENT OR SOFTWARE, 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 MUST BE BROUGHT WITHIN THE STATUTORY PERIOD PROVIDED UNDER CALIFORNIA LAW.' INSURANCE COVERAGE REQUIREMENTS; GENERAL LIABILILTY: INSURANCE (WRITTEN ON ISO POLICY FORM CG 00 01 OR ITS EQUIVALENT) WITH LIMITS OF NOT LESS THAN THE FOLLOWING: INFORMS 1995 SPECIAL TERMS AND CONDITIONS TERM CONTRACT NUMBER :43070 VENDOR: MOTOROLA, INC. PAGE T`NUMBER 9 GENERAL AGGREGATE: $2 MILLION PRODUCTS/COMPLETED OPERATIONS AGGREGATE: $1 MILLION PERSONAL AND ADVERTISING. INJURY: $1 MILLION EACH OCCURENCE: $1 MILLION 16 WORKERS COMPENSATION AND EMPLOYERS' LIABILLITY: INSURANCE PROVIDING WORKERS COMPENSATION BENEFITS, AS REQUIRED BY THE LABOR CODE OF THE STATE OF CALIFORNIA OR BY ANY OTHER STATE, AND FOR WHICH CONTRACTOR IS RESPONSIBLE. IF CONTRACTOR'S EMPLOYEES WILL BE ENGAGED IN MARITIME EMPLOYMENT, COVERAGE SHALL PROVIDE WORKERS COMPENSATION BENEFITS AS REQUIRED BY THE U.S. LONGSHORE AND HARBOR WORKERS' COMPENSATION ACT, JONES ACT OR ANY OTHER FEDERAL LAW FOR WHICH CONTRACTOR IS RESPONSIBLE_ IN ALL CASES, THE ABOVE INSURANCE ALSO SHALL INCLUDE EMPLOYERS' LIABILITY COVERAGE WITH LIMITS OF NOT LESS THAN THE FOLLOWING: EACH ACCIDENT: $1 MILLION DISEASE -POLICY LIMIT: $1 MILLION DISEASE - EACH EMPLOYEE: $1 MILLION 17 INDEMNIFICATION AND INSURANCE REQUIREMENTS FOR LOS ANGELES COUNTY SERVICE AGREEMENTS INDEMNIFICATION: CONTRACTOR SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS COUNTY, AND ITS SPECIAL DISTRICTS, ELECTED AND APPOINTED OFFICERS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY AND ALL LIABILITY, INCLUDING BUT NOT LIMITED TO DEMANDS, CLAIMS, ACTIONS, FEES, COSTS, AND EXPENSES (INCLUDING ATTORNEY AND EXPERT WITNESS FEES), ARISING FROM OR CONNECTED WITH CONTRACTOR'S ACTS AND/OR OMISSIONS ARISING FROM AND/OR RELATING TO THIS AGREEMENT. GENERAL INSURANCE REQUIREMENTS: WITHOUT LIMITING CONTRACTOR'S INDEMNIFICATION OF COUNTY AND DURING THE TERM OF THIS AGREEMENT, CONTRACTOR SHALL PROVIDE AND MAINTAIN, AND SHALL REQUIRE ALL OF ITS SUB -CONTRACTORS TO MAINTAIN, THE FOLLOWING PROGRAMS OF INSURANCE SPECIFIED IN THIS AGREEMENT. SUCH INSURANCE SHALL BE PRIMARY TO AND NOT CONTRIBUTING WITH ANY OTHER INSURANCE OR SELF-INSURANCE PROGRAMS MAINTAINED BY COUNTY, AND SUCH COVERAGE SHALL BE PROVIDED AND MAINTAINED BY CONTRACTOR'S OWN EXPENSE. EVIDENCE OF INSURANCE: CERTIFICATES) OR OTHER EVIDENCE OF COVERAGE SATISFACTORY TO COUNTY SHALL BE DELIVERED TO PURCHASING AGENT DESIGNEE PRIOR TO COMMENCING SERVICES UNDER THIS AGREEMENT. CERTIFICATE(S) OR OTHER EVIDENCE OF COVERAGE SHALL BE DELIVERED TO: ATTN: SOLICITATION/CONTRACT # COUNTY OF LOS ANGELES - ISD 1100 NORTH EASTERN AVENUE RM # GI15 LOS ANGELES, CA 90063 SUCH CERTIFICATES OR OTHER EVIDENCE SHALL: (1) SPECIFICALLY IDENTIFY THIS AGREEMENT. (2) CLEARLY EVIDENCE ALL COVERAGES REQUIRED IN THIS AGREEMENT. (3) CONTAIN THE EXPRESS CONDITION THAT COUNTY IS TO BE GIVEN WRITTEN NOTICE BY MAIL AT LEAST THIRTY (30) DAYS IN ADVANCE OF CANCELLATION FOR ALL POLICIES EVIDENCED ON THE CERTIFICATE OF INSURANCE. (4) INCLUDE COPIES OF THE ADDITIONAL INSURED ENDORSEMENT TO THE COMMERCIAL GENERAL LIABILITY POLICY, ADDING THE COUNTY OF LOS ANGELES ITS SPECIAL DISTRICTS, ITS OFFICIALS, OFFICERS AND EMPLOYEES AS INSUREDS FOR ALL ACTIVITIES ARISING FROM THIS AGREEMENT. PSTEXT, INFORMS 1995 SPECIAL TERMS AND CONDITIONS I TERM CONTRACT NUMBER :43070 VENDOR: MOTOROLA, INC. PAGE T-NUMBER 10 (5) IDENTIFY ANY DEDUCTIBLES OR SELF -INSURED RETENTIONS FOR COUNTY'S APPROVAL. THE COUNTY RETAINS THE RIGHT TO REQUIRE CONTRACTOR TO REDUCE OR ELIMINATE SUCH DEDUCTIBLES OR SELF -INSURED RETENTIONS AS THEY APPLY TO COUNTY, OR, REQUIRE CONTRACTOR TO PROVIDE A BOND GUARANTEEING PAYMENT OF ALL SUCH RETAINED LOSSES AND RELATED COSTS INCLUDING, BUT NOT LIMITED TO, EXPENSES OR FEES, OR BOTH, RELATED TO INVESTIGATIONS, CLAIMS ADMINISTRATIONS, AND LEGAL DEFENSE. SUCH BOND SHALL BE EXECUTED BY A CORPORATE SURETY LICENSED TO TRANSACT BUSINESS IN THE STATE OF CALIFORNIA. 18 INSURER FINANCIAL RATINGS: INSURANCE IS TO BE PROVIDED BY AN INSURANCE COMPANY ACCEPTABLE TO THE COUNTY WITH AN A.M. BEST RATING OF NOT LESS THAN A: VII, UNLESS OTHERWISE APPROVED BY COUNTY. FAILURE TO MAINTAIN COVERAGE: FAILURE BY CONTRACTOR TO MAINTAIN THE REQUIRED INSURANCE, OR TO PROVIDE EVIDENCE OF INSURANCE COVERAGE ACCEPTABLE TO COUNTY, SHALL CONSTITUTE A MATERIAL BREACH OF THE CONTRACT UPON WHICH COUNTY MAY IMMEDIATELY TERMINATE OR SUSPEND THIS AGREEMENT. COUNTY, AT ITS SOLE OPTION, MAY OBTAIN DAMAGES FROM CONTRACTOR RESULTING FROM SAID BREACH_ ALTERNATIVELY, COUNTY MAY PURCHASE SUCH REQUIRED INSURANCE COVERAGE, AND WITHOUT FURTHER NOTICE TO CONTRACTOR, COUNTY MAY DEDUCT FROM SUMS DUE TO CONTRACTOR FOR SUCH INSURANCE. NOTIFICATION OF INCIDENTS, CLAIMS OR SUITS: CONTRACTOR SHALL REPORT TO COUNTY: (1) ANY ACCIDENT OR INCIDENT RELATING TO SERVICES PERFORMED UNDER THIS AGREEMENT WHICH INVOLVES INJURY OR PROPERTY DAMAGE WHICH MAY RESULT IN THE FILING OF A CLAIM OR LAWSUIT AGAINST CONTRACTOR ANDIOR COUNTY. SUCH REPORT SHALL BE MADE IN WRITING WITHIN 24 HOURS OF OCCURRENCE. (2) ANY THIRD PARTY CLAIM OR LAWSUIT FILED AGAINST CONTRACTOR ARISING FROM OR RELATED TO SERVICES PERFORMED BY CONTRACTOR UNDER THIS AGREEMENT. (3) ANY INJURY TO A CONTRACTOR EMPLOYEE WHICH OCCURS ON COUNTY PROPERTY. THIS REPORT SHALL BE SUBMITTED ON A COUNTY "NON -EMPLOYEE INJURY REPORT" TO THE COUNTY CONTRACT MANAGER (4) ANY LOSS, DISAPPEARANCE, DESTRUCTION, MISUSE, OR THEFT OF ANY KIND WHATSOEVER OF COUNTY PROPERTY, MONIES OR SECURITIES ENTRUSTED TO CONTRACTOR UNDER THE TERMS OF THIS AGREEMENT. COMPENSATION FOR COUNTY COSTS: IN THE EVENT THAT CONTRACTOR FAILS TO COMPLY WITH ANY OF THE INDEMNIFICATION OR INSURANCE REQUIRMENTS OF THIS AGREEMENT, AND SUCH FAILURE TO COMPLY RESULTS IN ANY COSTS TO COUNTY. CONTRACTOR SHALL PAY FULL COMPENSATION FOR ALL COSTS INCURRED BY COUNTY. INSURANCE COVERAGE REQUIREMENTS FOR SUB -CONTRACTORS: CONTRACTOR SHALL ENSURE ANY AND ALL SUB -CONTRACTORS PERFORMING SERVICES UNDER. THIS AGREEMENT MEET THE INSURANCE REQUIREMENTS OF THIS AGREEMENT BY EITHER: (1) CONTRACTOR PROVIDING EVIDENCE OF INSURANCE COVERING THE ACTIVITIES OF SUB -CONTRACTORS, OR (2) CONTRACTOR PROVIDING EVIDENCE SUBMITTED BY SUB -CONTRACTORS EVIDENCING THAT SUB -CONTRACTORS MAINTAIN THE REQUIRED INSURANCE COVERAGE. COUNTY RETAINS THE RIGHT TO OBTAIN COPIES OF EVIDENCE OF SUB -CONTRACTOR INSURANCE COVERAGE AT ANY TIME. 19 DEFAULT: IN THE EVENT VENDOR FAILS TO PERFORM HEREUNDER AND DOES NOT CURE SUCH FAILURE WITHIN FIFTEEN (15) CALENDAR DAYS OF THE DATE COUNTY'S NOTICE WAS SENT TO VENDOR, COUNTY MAY, AT ITS SOLE PSTE%T, INFORMS 1995 SPECIAL TERMS AND CONDITIONS I TERM CONTRACT INUMBERER :43070 I VENDOR: MOTOROLA, INC. I PAGE I DISCRETION, CANCEL OR TERMINATE THIS PURCHASE ORDER. SUCH CANCELLATION OR TERMINATION SHALL BE AT NO COST TO COUNTY. SHOULD COUNTY SO CANCEL OR TERMINATE, COUNTY MAY AT ITS SOLE DISCRETION, PROCURE THE ITEMS OR SERVICES FROM OTHER SOURCES AND VENDOR SHALL BE LIABLE TO COUNTY FOR ANY AND ALL EXCESS COSTS, DETERMINED BY COUNTY, FOR SUCH ITEMS OR SERVICES. 20 INVALIDITY, REMEDIES NOT EXCLUSIVE: THE INVALIDITY IN WHOLE OR IN PART OF ANY TERM OR CONDITION OF THIS PURCHASE ORDER SHALL NOT AFFECT THE VALIDITY OF THE REMAINDER OF THIS PURCHASE ORDER AND THE APPLICATION OF SUCH PROVISIONS TO THE OTHER PERSONS OR CIRCUMSTANCES SHALL NOT BE AFFECTED THEREBY. THE RIGHTS AND REMEDIES PROVIDED HEREIN SHALL NOT BE EXCLUSIVE AND ARE IN ADDITION TO ANY OTHER RIGHTS AND REMEDIES IN LAW OR EQUITY. 21 COMPLIANCE WITH LAWS: VENDOR SHALL FULLY COMPLY WITH ALL APPLICABLE PROVISIONS OF FEDERAL, STATE AND LOCAL LAWS, RULES AND REGULATIONS, AND VENDOR AGREES TO HOLD COUNTY, ITS AGENTS, OFFICERS AND EMPLOYEES HARMLESS FROM ANY AND ALL LIABILITY, COSTS. INCLUDING, BUT NOT LIMITED TO ATTORNEY'S FEES, AND DAMAGES RESULTING FROM FAILURE OF COMPLIANCE. 20A --- NON-DISCRIMINATION: BY ACCEPTANCE OF ANY PURCHASE ORDER UNDER CONTRACT 40760, CONTRACTOR CERTIFIES AND AGREES THAT ALL PERSONS EMPLOYED BY IT, ITS AFFILIATES, SUBSIDIARIES, OR HOLDING COMPANIES ARE AND WILL BE TREATED EQUALLY BY IT WITHOUT REGARD TO OR BECAUSE OF RACE, RELIGION, ANCESTRY, NATIONAL ORIGIN, DISABILITY OR SEX AND IN COMPLIANCE WITH ALL ANTI -DISCRIMINATION LAWS OF THE UNITED STATES OF AMERICA AND THE STATE OF CALIFORNIA. CONTRACTOR CERTIFIES AND AGREES THAT IT WILL DEAL WITH ITS SUBCONTRACTORS, BIDDERS OR VENDORS WITHOUT REGARD TO OR BECAUSE OF RACE, RELIGION, ANCESTRY, NATIONAL ORIGIN, DISABILITY OR SEX. VENDOR SHALL ALLOW THE COUNTY ACCESS TO ITS EMPLOYMENT RECORDS DURING THE REGULAR BUSINESS HOURS TO VERIFY COMPLIANCE WITH THESEPROVISIONS WHEN SO REQUESTED BY THE COUNTY. IF THE COUNTY FINDS THAT ANY OF THE ABOVE PROVISIONS HAVE BEEN VIOLATED, THE SAME SHALL CONSTITUTE A MATERIAL BREACH OF CONTRACT 40760 (AND ITS PURCHASE ORDER(S) UPON WHICH, THE COUNTY MAY DETERMINE TO CANCEL, TERMINATE, OR SUSPEND THE PURCHASE ORDER AND/OR CONTRACT. THE PARTIES AGREE THAT IN THE EVENT THE VENDOR VIOLATES THE ANTI -DISCRIMINATION PROVISIONS OF THE PURCHASE ORDER, THE COUNTY SHALL, AT ITS OPTION AND IN LIEU OF TERMINATION OR SUSPENDING THIS PURCHASE ORDER AND /OR CONTRACT, BE ENTITLED TO LIQUIDATED DAMAGES, PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671, OF THE GREATER TEN PERCENT (10%) OF THE PURCHASE ORDER AMOUNT OR ONE THOUSAND DOLLARS. 22 FORCE MATURE: NEITHER PARTY WILL BE LIABLE FOR DELAYS IN PERFORMANCE BEYOND ITS REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, FIRE, FLOOD, ACT OF GOD OR RESTRICTION OF CIVIL OR MILITARY AUTHORITY. 23 -ASSIGNMENT AND DELEGATION: VENDOR SHALL NOT ASSIGN ITS RIGHTS OR DELEGATE ITS DUTIES UNDER THE PURCHASE ORDER WITHOUT COUNTY'S PRIOR WRITTEN AUTHORIZATION AND ANY ASSIGNMENT OR DELEGATION WITHOUT SUCH AUTHORIZATION SHALL BE NULL AND VOID AND SHALL CONSTITUTE A MATERIAL BREACH' OF THIS PURCHASE ORDER UPON WHICH COUNTY MAY IMMEDIATELY TERMINATE THE PURCHASE ORDER IN ACCORDANCE WITH THE PROVISIONS OF PARAGRAPH ON DEFAULT. 24 TIME IS OF THE ESSENCE: IF ANY ANTICIPATED OF ACTUAL DELAYS ARISE, VENDOR SHALL IMMEDIATELY SO NOTIFY COUNTY, REGARDLESS OF NOTICE IF DELIVERIES ARE NOT MADE AT THE TIME AGREED UPON. COUNTY MAY, AT ITS SOLE DISCRETION, TERMINATE THE PURCHASE ORDER AND PROCEED PURSUANT TO PARAGRAPH ON DEFAULT. 25 NONEXCLUSIVITY: NOTHING HEREIN IS INTENDED NOR SHALL IT BE CONSTRUED AS CREATING ANY EXCLUSIVE ARRANGEMENT WITH VENDOR, 26 MOST FAVORED CUSTOMER: VENDOR REPRESENTS THAT THE PRICES CHARGED PSTERT, INFORMS 1995 SPECIAL TERMS AND CONDITIONS I TERM CONTRACT INUMBERNUMBER :43070 I VENDOR: MOTOROLA, INC. PAGE COUNTY IN THIS PURCHASE ORDER DO NOT EXCEED EXISTING SELLING PRICES TO OTHER CUSTOMERS FOR THE SAME OR SUBSTANTIALLY SIMILAR ITEMS OR SERVICES FOR COMPARABLE QUANTITIES UNDER SIMILAR TERMS AND'CONDITIONS. 27 WAIVER: THE FAILURE OF EITHER PARTY TO INSIST; IN ANY ONE OR MORE INSTANCES, UPON THE PERFORMANCE OF ANY TERMS, CONDITIONS OR COVENANT OF THIS PURCHASE ORDER OR TO EXERCISE ANY RIGHT HEREUNDER SHALL NOT BE CONSTRUED AS A WAIVER OF THE FUTURE PERFORMANCE OF ANY SUCH TERM, CONDITION OR COVENANT, BUT THE OBLIGATION WITH RESPECT TO FUTURE PERFORMANCE SHALL CONTINUE IN FULL FORCE AND EFFECT. NO WAIVER SHALL BE ENFORCEABLE UNLESS SET FORTH IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE PARTY GRANTING THE WAIVER. 28 ACCEPTANCE: UNLESS EXPLICITLY STATED BY COUNTY AS OTHERWISE, COUNTY, MAY CONDUCT, AT ITS LOCATION OR ANY OTHER COUNTY DESIGNATED LOCATION AND AT ITS EXPENSE, AN INCOMING ACCEPTANCE TEST ON ALL ITEMS PURCHASED HEREUNDER. THE ACCEPTANCE TEST PERIOD SHALL NOT EXCEED THIRTY (30) DAYS FROM RECEIPT OF SUCH ITEM(S) BY COUNTY. COUNTY MAY, AT ITS SOLE DISCRETION, REJECT ALL OR ANY PART OF ITEMS OR SERVICES NOT CONFORMING TO THE REQUIREMENTS/SPECIFICATIONS STATED IN A PURCHASE ORDER. 29 SPARE PARTS: VENDOR SHALL MAKE SPARE PARTS AVAILABLE TO COUNTY FOR A PERIOD OF TWO (2) YEARS FROM THE DATE OF DELIVERY OF THE ITEMS TO COUNTY. IF VENDOR IS UNABLE TO SO PROVIDE SPARE PARTS, IT SHALL PROVIDE COUNTY WITH THE NAME(S) OF VENDOR'S SUPPLIERS SO THAT COUNTY MAY ATTEMPT TO PROCURE SUCH UNAVAILABILITY, VENDOR SHALL PROVIDE, AT NO COST, REASONABLE ASSISTANCE TO COUNTY IN OBTAINING SPARE PARTS. 30 ENTIRE AGREEMENT MODIFICATIONS: THE PURCHASE ORDER, CONTRACT AND ANY ATTACHMENTS HERETO; CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF THE PARTIES WHICH SUPERSEDES ALL PREVIOUS AGREEMENTS, WRITTEN OR ORAL, AND ALL COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF. THE PURCHASE ORDER SHALL NOT BE MODIFIED, SUPPLEMENTED, QUALIFIED OR INTERPRETED BY ANY PRIOR COURSE OF DEALING BETWEEN THE PARTIES OR BY ANY USAGE OF TRADE. ALL MODIFICATIONS TO THE PURCHASE ORDER SHALL BE SET FORTH IN WRITING AND SIGNED BY THE VENDOR AND PURCHASING AGENT OR HIS/HER DESIGNEE. 31 INDEPENDENT CONTRACTOR STATUS: VENDOR SHALL AT ALL TIMES BE ACTING IN THE CAPACITY OF INDEPENDENT CONTRACTOR. THIS PURCHASE ORDER IS NOT INTENDED, AND SHALL NOT BE OR CONSTRUED, TO CREATE THE RELATIONSHIP OF AGENT, SERVANT, EMPLOYEE PARTNERSHIP, JOINT VENTURE OR ASSOCIATION, AS BETWEEN COUNTY AND VENDOR. THE EMPLOYEES AND AGENTS OF ONE PARTY SHALL NOT BE OR CONSTRUED TO BE, THE EMPLOYEES OR AGENTS OF THE OTHER PARTY FOR ANY REASON WHATSOEVER. 30A--COUNTY STOCK: STOCK FURNISHED BY COUNTY TO BE USED IN A PURCHASE ORDER SHALL BE RETURNED TO COUNTY FREE FROM DAMAGE FROM ANY CAUSE AND IN ACCORDANCE WITH ALL OTHER TERMS AND CONDITIONS OF CONTRACT, PURCHASE ORDER AND HEREIN.. 32 TAX EXEMPT STATUS: TAX EXEMPT ITEMS SHALL BE AS LISTED ON THE FACE HEREOF. 33 COUNTY LOBBYISTS: VENDOR AND EACH COUNY LOBBYIST OR COUNTY LOBBYING FIRM AS DEFINED IN LOS ANGELES COUNTY CODE SECTION 2.166.010, RETAINED BY VENDOR, SHALL FULLY COMPLY WITH THE COUNTY LOBBYIST ORDINANCE, LOS ANGELES COUNTY CODE CHAPTER 2.160. FAILURE ON THE PART OF VENDOR ANY COUNTY LOBBYIST OR COUNTY LOBBYING FIRM RETAINED BY VENDOR TO DULLY COMPLY WITH THE COUNTY,LOBBYIST ORDINANCE SHALL CONSTITUTE A MATERIAL BREACH OF THE PURCHASE ORDER AND/OR AGREEMENT UPON WHICH COUNTY MAY IMMEDIATELY TERMINATE OR SUSPEND THE PURCHASE ORDER AND/OR AGREEMENT. PSTE%T, INFORMS 1995 SPECIAL TERMS AND CONDITIONS I TERM CONTRACT I NUMB:43070 I VENDOR: MOTOROLA, INC. I PAGE I 31--CONSIDERATION OF HIRING GAIN PROGRAM PARTICIPANTS: SHOULD THE VENDOR REQUIRE ADDITIONAL OR REPLACEMENT PERSONNEL AFTER THE EFFECTIVE DATE OF THIS AGREEMENT EXTENSION. CONTRACTOR SHALL GIVE CONSIDERATION FOR SUCH EMPLOYMENT OPENINGS TO PARTICIPANTS IN COUNTY'S DEPARTMENT OF THE PUBLIC SOCIAL SERVICES GREATER AVENUE FOR INDEPENDENCE (GAIN) PROGRAM WHO MEET CONTRACTOR'S MINIMUM QUALIFICATIONS FOR THE OPEN POSITION. FOR THIS PURPOSE, CONSIDERATION SHALL MEAN THAT CONTRACTOR WILL INTERVIEW QUALIFIED CANDIDATES. COUNTY WILL REFER GAIN PARTICIPANTS BY JOB CATEGORY TO VENDOR, 34 TERMINATION FOR IMPROPER CONSIDERATION: COUNTY MAY, BY WRITTEN NOTICE TO VENDOR, IMMEDIATELY TERMINATE, THE RIGHT OF VENDOR TO PROCEED WITH A PURCHASE ORDER IF IT IS FOUND THAT CONSIDERATION IN ANY FORM, WAS OFFERED OR GIVEN BY VENDOR, (EITHER DIRECTLY OR THROUGH AN INTERMEDIARY) TO ANY COUNTY OFFICER, EMPLOYEE, OR AGENT WITH THE INTENT OF SECURING A PURCHASE ORDER OR SECURING FAVORABLE TREATMENT WITH RESPECT TO THE AWARD, AMENDMENT, OR EXTENSIONS OF THE AGREEMENT OR THE MAKING OF ANY DETERMINATIONS WITH RESPECT TO THE VENDOR'S PERFORMANCE PURSUANT TO THE CONTRACT. IN THE EVENT OF SUCH TERMINATION, COUNTY SHALL BE ENTITLED TO PURSUE THE SAME REMEDIES AGAINST VENDOR AS IT COULD PURSUE IN THE EVENT OS DEFAULT BY VENDOR. CONTRACTOR SHALL IMMEDIATELY REPORT ANY ATTEMPT BY A COUNTY OFFICER OR EMPLOYEE TO SOLICIT SUCH IMPROPER CONSIDERATION. THE REPORT SHALL BE MADE EITHER TO THE COUNTY MANAGER CHARGED WITH THE SUPERVISION OF THE EMPLOYEE OR TO THE COUNTY AUDITOR -CONTROLLER'S EMPLOYEE FRAUD HOTLINE AT 213.974.0914 OR 800.544.6861. IMPROPER CONSIDERATION MAY TAKE THE FORM OF, AMONG OTHER ITEMS, CASH, DISCOUNTS, SERVICES, THE PROVISION OF TRAVEL OR GRATUITIES (ENTERTAINMENT, TANGIBLE GIFTS), OR THE PROMISE OF ANY OF THESE. 32A--TERMINATION FOR FAILURE TO OPERATE IN ORDINARY COURSE: VENDOR'S STABILITY WAS AND/IS A PRIMARY BASIS FOR ENTERING INTO AND CONTINUING WITH AGREEMENT, THEREFORE, COUNTY MAY TERMINATE ANY AGREEMENT BY THIRTY (30) DAYS WRITTEN NOTICE SHOULD VENDOR FAIL TO CONTINUE TO DO BUSINESS IN THE ORDINARY COURSE. PSTEXT, .INFORMS 199S t PRICE SHEET TERM CONTRACT NUMBER 43070 VENDOR: MOTOROLA, INC. rPAGET-NUMBER LINE COMMODITY/SERVICE DESCRIPTION QUANTITY UNIT UNIT PRICE DISCOUNT OFF NO, FROMICO CATALOG PRICE UNLESS SPECIFIED ELSEWHERE SHIP TO: COUNTY WIDE 00001 COMMODITY CODE: 725-45-028600 1 EA N/A 0.00% RADIO COMMUNICATIONS EQUIPMENT MFG: MOTOROLA °% DISCOUNT: SEE EXHIBIT A - CONTRACT AGREEMENT PRICING DATED 6/19/2007 FOR % DISCOUNT FROM MOTOROLA ELECTRONIC CATALOG (SCAT) MOTOROLA PRODUCT CATALOG DATED: APRIL 1, 2007 PSPRSN,, INFORMS 1995 _ EXHIBIT A CONTRACT AGREEMENT PRICING 2007-2010 MOTOROLA COMMUNICATIONS EQUIPMENT ELECTRONIC CATALOG (ECAT) MOTOROLA PRODUCT CATALOG Pricing shall be in accordance with ECAT Motorola Product Catalog and any subsequent revisions and updates Discount applies to the section as stated, with specific exceptions noted as; • Bullet Items Discounts only apply to specific main line and options in ECAT Motorola Product Catalog LA COUNTY DISCOUNT LEVELS SECTIONS AS LISTED IN ECAT DISCOUNT Data Applications 10%• • Automatic License Plate Recognition ALPR 5% Biometric Applications 5% Comparators 15% Data Subscriber Devices 10% • Portable Data Subscribers 20% • Vehicular Radio Modem (VRM 12% • Mobile Workstation 800 W800 / 810 W810 20%u • Mobile Laptop 900 ML900 / 910 / L910 20% • Digital Patroller 2 5%u • Radio IP M1000 Multi Net Mobility) 10% o Di 'tal Conventional Systems 10%• Dispatch Solutions 15% Encoders 100/0 Fire round Solutions 5% Fixed Data Products 15%a • MOSCAD 18% Fixed Network Equipment 15%• Fixed Stations 20% Master Purchase Agreement Pricing — Motorola Los Angeles County Page 1 of 2 6/18/2007 Fixed Stations Accessories 5% Fixed Station Antenna Systems 5% Mobile Stations 15%. • ASTRO Di ital XTL 1500 /XTL 2500 IXTL5000 22% • ASTRO Digital XTL Consolette 15% • MOTOTRBO Series 15% • CDM series 42% • CM series 10% • PMseries 10% Mobile Accessories 5% Locations Solutions 10% Network Security 5% Networking .Products 15% Paging 15% Portable Radiophones 22% • ASTRO XTS.1500 IXTS5000 • Mobile Vehicular Adapter MTVA) 22% • ASTRO XTS 2500 24.5% • MOTOTRBO Series 15% • CP series 10% • DTR series 10% • EX series 30% • BPR series 5% • HT series HT750, HT1250, HT1550 43% • MTX series 44% • PR series 10% • MT series 30% Radioware Solutions 0% Receivers 20% Railroad Equipment 15% Secure Solutions 14% Single Sideband 14% Software Upgrades / FLASHport 0% Telephone Interconnect 19% Programming over P25 OP2 10% Wireless NetworkSolution 10% Text Messaging Services Solutions 10% Trunking Products and Systems 14% Accessories & Aftermarket Items Accessories, Replacement Parts, Sits, Radio Programming and Batteries 15% Non -Motorola Mfg, Items ro shi) 5% Master Purchase Agreement Pricing - Motorola Page 2 of 2 Los Angeles County 6/18/2007