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Resolution No. 9414
1 2 3 4 5 6 7 8 a 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 9414 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN EQUIPMENT PURCHASE AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND HBMI SOLUTIONS, LLC FOR POLICE PATROL VEHICLE MOBILE COMPUTERS WHEREAS, the Vernon Police Department desires to purchase seventeen (17) JLT 12052 mobile tablet computers and plastic domes (the "Equipment") to replace the existing JLT 1205 mobile computers in police patrol vehicles because of inadequate memory capacity needed to operate the various software programs currently used by the Police Department and because said mobile computers have exceeded their life cycle; and WHEREAS, the purchase of the Equipment will improve the effectiveness of the Police Department's operation and enhance the emergency services provided to citizens, residents and businesses within the Vernon community; and WHEREAS, HBMI Solutions, LLC ("HBMI") is the only authorized distributor for computers made by JLT Mobile Computers, Inc. in Southern California and the Police Department has determined it is more cost effective to replace the existing JLT computers with a newer model in order to avoid the cost of mounting and installation; and WHEREAS, on September 11, 2007, the Finance Committee Section] of the City Council recommended that the City purchase the Equipment from HBMI at a cost of approximately Ninety -Eight Thousand Nine Hundred Forty -Five Dollars and Two Cents ($98,945.02); and WHEREAS, the City and HBMI desire to enter into an Equipment Purchase Agreement setting forth the terms and conditions under which 1 2 3 41 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 00 the City shall purchase the Equipment from HBMI; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into a contract with HBMI for the Equipment to enhance services provided to the Vernon community. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby Ifinds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Equipment Purchase Agreement with HBMI, in substantially the same form as the copy which is attached hereto as Exhibit A and incorporated by reference. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute the Agreement with HBMI for, and on behalf of, the City of Vernon and the City Clerk is hereby authorized to attest thereto. SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or her designee, to give one fully executed Agreement to: HBMI Solutions, LLC Attn. Ed Foster, Jr., Director of Operations 4805 E. Thistle Landing Drive, Suite 110 Phoenix, AZ 85044 SECTION 5: The City Council of the City of Vernon hereby authorizes the City Administrator, or his designee, to make whatever nonsubstantive, administrative and/or text changes, upon advice of - 2 - 1 counsel, to the Agreement. 2 SECTION 6: The City Clerk of the City of Vernon shall 3 certify to the passage of this resolution, and thereupon and 4 thereafter the same shall be in full force and effect. 5 APPROVED AND ADOPTED this 17th day of September, 2007. 6 8 Name: Leonis C. Malburg 9 Title: Mayor n� >^r prn TPF 10 11 ATTEST: 12 13 14 MAUELA GIROIN, C'ty Clerk 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 9414, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, September 17, 2007, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. r. (SEAL) MANUELA GrROV, City Clerk - 4 - 0 EQUIPMENT PURCHASE AGREEMENT This AGREEMENT ("Agreement") 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 17th day of September, 2007, in the City of Vernon, County of Los Angeles, California BY AND BETWEEN CITY OF VERNON, a municipal corporation, hereinafter referred to as the "City" 4305 Santa Fe Avenue Vernon, California 90058 AND HBMI SOLUTIONS, LLC, hereinafter referred as "Contractor," 4805 E. Thistle Landing Drive, Suite 110 Phoenix, AZ 85044 RECITALS WHEREAS, the City desires to replace the current mobile computers in the Police Department patrol vehicles in order to accommodate the memory capacity needed to run the various programs currently used by the Police Department and the current mobile computers have exceeded their life cycle; and WHEREAS, the Police Department desires to purchase 17 JLT 12052, 40 Gig, 1 GB Ram, XP Pro, Bare Leads, Build -in Speaker Mobile Tablet Computers, 17 plastic domes and five year extended warranty, together with related equipment and accessories (hereinafter collectively referred to as the "Equipment"); and WHEREAS, Contractor, the only authorized distributor for the Equipment in Southern California, submitted a proposal dated July 9, 2007 for the purchase of the Equipment (hereinafter collectively referred to as the "Proposal"), a copy of which is attached hereto as Exhibit A and incorporated by reference; and WHEREAS, the Proposal includes a description of the Equipment to be from Contractor; and WHEREAS, the Contractor's cost proposal is acceptable to the City; and WHEREAS, Contractor has advised the City that it is qualified and capable of providing the Equipment described in Exhibit A, and is willing to do so on the terms and conditions set forth below; and Page 1 of 18 WHEREAS, the City desires to enter into an agreement with Contractor to provide to provide for the purchase and delivery of Equipment on a contractual basis as defined in the terms and conditions set forth below. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: SECTION 1. PURCHASE OF EQUIPMENT 1.01. Contractor agrees to sell and deliver the Equipment, including all material, and the City agrees to purchase the Equipment as identified in Exhibit A. 1.02. Delivery. Contractor shall obtain and sell and deliver the Equipment at the City of Vernon, F.O.B. Job Site. Contractor 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. SECTION 2. TERM OF CONTRACT 2.01. This Agreement will become effective upon issuance of a Purchase Order, and will continue in effect until such time as the City approves the Equipment pursuant to the Proposal or until terminated as provided in this Agreement. SECTION 3. DEFINITION OF TERMS 3.01. Whenever used in the Agreement, the following terms shall mean: A. "Agreement" shall mean that formally executed Agreement or Contract which includes the Contract Documents attached. The Agreement constitutes the entire agreement between the parties relating to its subject matter. B. "City" shall mean the City of Vernon, California, the entity which has executed the Agreement and, where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. C. "Contractor" shall mean HBMI Solutions, LLC and where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. D. "Contract Documents" shall include any inquiry, invitation to bid, or proposal which may have, but not necessarily, preceded execution of the Agreement, and including the General Provisions and all exhibits and schedules attached to the Agreement and all plans and specifications identified in the Contract Documents. Page 2of18 E. "Contract Price" shall mean the compensation set forth or provided for in Section 5.01 of this Agreement. Whether it expressly provides for the reimbursement of costs incurred by Contractor or simply for the payment of a lump sum of money, it is intended to be the full and complete payment for satisfactory completion of the Work and, unless otherwise stated, to cover all costs whether for materials, equipment, tools, labor, services and taxes and all overhead, rentals and profit or fee, if any. F. "Equipment" shall mean the equipment identified in Exhibit A. G. "General Provisions" or "General Conditions" shall mean the General Provisions as set forth in this Agreement. H. "Owner" shall mean City of Vernon, California, and where applicable, their affiliated companies, directors, officers, employees, agents, and representatives. "Premises" shall mean the physical premises under City's control or ownership where Equipment is to be delivered. J. "Proprietary Information" and "Confidential Information" shall mean all information, whether written or oral, which Contractor acquires from, through or on behalf of City, directly or indirectly, or which arises out of the Work, concerning the Work or proprietary processes involved in the Work including, without limitation, information concerning past, present or future business plans of City, information about the operations of City's Premises, and other City information or know-how obtained during the Work, except information falling into any of the following categories: Information which, at the time of disclosure hereunder, is in the public domain; 2. Information which, after disclosure hereunder, enters the public domain, except where such entry is the result of Contractor's or any entity within Contractor's control breach of this Agreement; 3. Information which, prior to disclosure hereunder, was already in Contractor's possession without limitation regarding disclosure to others; or 4. Information which, subsequent to disclosure hereunder, is obtained by Contractor from a third party who is lawfully in possession of such information and not subject to a contractual or fiduciary relationship to City with respect to said information and who does Page 3of18 not require Contractor to agree to refrain from disclosing such information to others. K. "Subcontractor" shall mean any first or lower -tier subcontractor and its employees, representatives, agents, subcontractors or other personnel who have been approved in the manner required by this Agreement. L. "Work" or "Services" shall mean the Equipment delivered by Contractor and materials, if any, to be delivered by Contractor under this Agreement. SECTION 4. SERVICES TO BE PERFORMED BY CONTRACTOR Specific Services 4.01. Contractor's Services shall include, but will not be limited to, delivery of the Equipment. The Contractor's Services are more specifically detailed in the Proposal attached hereto as Exhibit "A" and incorporated herein by this reference. Change of Services 4.02. City may at any time, by written change order executed by the City, make changes only to add or delete Equipment being purchased under this Agreement and the adjustment to total compensation. Changes in the scope of Work, or duties and obligations, shall be authorized only by the City. 4.03. City may make "Changes" by increasing, reducing or deviating from the requirements of the scope of Work. A form of Change Order is set forth in Exhibit B attached hereto and incorporated by reference. Timing of Services 4.04. Contractor's Services shall commence upon the execution of this Agreement by both parties and award by the City Council and shall end when Contractor has completed the Work according to the Proposal, unless this Agreement is otherwise terminated according to Section 7 of this Agreement or extended according to the conditions and terms set forth in this Agreement. Delivery is expected to be completed no later than three (3) weeks from the issuance of City's Purchase Order. 4.05. Time is of the essence for all Work contemplated by this Agreement. Contractor shall start performing Services under this Agreement only after notification by the City. Page 4 of 18 Method of Performing Services 4.06. Contractor will determine and is responsible for the method, details, and means of performing the above -described Services. Status of Contractor 4.07. Contractor enters into this Agreement, and will remain throughout the term of this Agreement, as an independent contractor. Contractor agrees that it is not and will not become an employee, partner, agent, or principal of City while this Agreement is in effect. Contractor agrees it is not entitled to the rights or benefits afforded to City's employees, including disability or unemployment insurance, workers' compensation, medical insurance, sick leave, or any other employment benefit. Contractor is responsible for providing, at its own expense, disability, unemployment, and other insurance, worker's compensation, training, permits, and licenses for itself and for its employees and subcontractors. Contractor shall have complete and sole control over its employees, the details of the Services and methods by which the Services are accomplished, it being understood that City is interested only in the results to be obtained by Contractor. 4.08. Contractor has no authority to enter contracts or agreements on behalf of City. This Agreement does not create a partnership or joint venture between the parties. Payment of Taxes 4.09. Contractor is responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by City to the Contractor for Services under this Agreement. Contractor agrees to indemnify City for any claims, costs, losses, fees, penalties, interest, or damages suffered by City resulting from Contractor's failure to comply with this provision. 4.10. Payroll taxes including federal, state and local taxes shall not be withheld or paid by City on behalf of Contractor or for the employees of the Contractor. Contractor shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax purposes. Contractor shall be responsible to pay taxes mandated by law. 4.11. Since Contractor is not an employee of City, Contractor is not eligible for and shall not participate in any employee benefit of City, including pension, health or other fringe benefits. Page 5 of 18 SECTION 5. COMPENSATION 5.01. In consideration for the Equipment delivered by Contractor, described in this Agreement, City agrees to pay Contractor a sum not to exceed Ninety -Eight Thousand Nine Hundred Forty -Five Dollars and Two Cents ($98,945.02), which includes applicable sales tax, parts, and delivery (the "Contract Price"). The actual amount will be based on the amount required to furnish the Equipment, billed in accordance with Contractor's Proposal attached as Exhibit A. Entire Compensation 5.02. The Contract Price is full and complete compensation, and constitutes the entire compensation due Contractor for the Equipment and any and all of Contractor's obligations hereunder, regardless of difficulty, unforeseen circumstances, hours worked or equipment, materials or personnel required. The Contract Price includes without limitation compensation for applicable taxes, customs duties, fees, overhead, profit, travel time to and from the Premises and all other direct and indirect costs incurred or to be incurred by Contractor hereunder. The Contract Price set forth above is not subject to escalation for any reason except as expressly set forth in this Agreement. No adjustments in compensation shall be made as a result of changes in the value of any currency. The Contract Price shall only be adjusted by formal, written Change Order or amendment to this Agreement. Payment of Compensation 5.03. For Equipment purchased under this Agreement, City agrees to pay one hundred percent (100%) of the Contract Price upon delivery and acceptance of the Equipment. City shall make payment to Contractor within thirty (30) days of acceptance and approval of an invoice prepared in accordance with City requirements. Payments shall be remitted to HBMI Solutions, LLC, 4915 St. Elmo Avenue, Suite 205, Bethesda, MD 20814. 5.04. Contractor shall be responsible for paying any subcontractors used in the performance of this Agreement. Subcontractors shall not bill the City directly. 5.05. Notwithstanding anything to the contrary contained herein, the City shall not be obligated to make any payment to Contractor if Contractor is in default of any of its obligations under this Agreement; any portion of the Equipment is defective or not in accordance with the terms of this Agreement (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 herein have not been satisfied. Page 6of18 Expenses 5.06. City shall not be liable to Contractor for any expenses paid or incurred by Contractor. Expenses may only be billed if advance written approval has been obtained from the City. Compensation for Changes 5.07. The compensation due Contractor, or the credit due City, for changes may not be established verbally, and shall be established in a written change order signed by City as described in Sections 4.03 and 4.04 of this Agreement. Compensation adjustments in each such change order shall be established by one or more of the following bases, as determined by City: (a) a lump sum price to be negotiated between the parties; or (b) Work unit rates to be negotiated between the parties. Once established, the amount of the compensation due Contractor or credit due City for a change shall not be subject to adjustment for any reason, including changes in the value of any currency. SECTION 6. OBLIGATIONS OF THE PARTIES 6.01. Contractor is responsible for meeting all conditions of this Agreement and City Standards & Details for all Equipment delivered. Substandard Work, as determined solely by the City, shall be redone at the expense of the Contractor. Products of Work 6.02. All products of Equipment including, but not limited to, manuals, documents and/or computer software, shall become the property of the City and shall be delivered to the City before the end of the performance of this Agreement. Basic notes and sketches, charts, computations and other data shall be made available to City without restriction or limitation on their use. Liability Insurance 6.03. Insurance coverage is waived as neither Contractor or subcontractor will perform work on City premises. 6.04. In the event that Contractor and/or a subcontractor or vendor performs work on City premises, the City will require a certificate of insurance showing such insurance coverages as determined by the City as necessary. Representations 6.05. To the fullest extent permitted by law, Contractor shall defend, indemnify and Page 7of18 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 attorney's fees and all costs of defense, arising out of or attributable to the negligent or wrongful acts of Contractor or its employees or agents under this Agreement, 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 Agreement. The obligations in this Paragraph are in addition to Contractor's duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by Contractor. 6.06 Contractor and City represent that each has read and understands the Agreement and Contract Documents. Contractor also represents that it is qualified, willing, and able to obtain, sell, and deliver the Equipment as required by this Agreement. 6.07. Failure to perform all the Work required under this Agreement constitutes a material breach of the Agreement. Contractor has complete and sole discretion for the manner in which the Work under this Agreement will be performed. 6.08. Contractor declares and states that is has complied with and will continue to comply with all 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 that may be required to carry out the Work to be performed under this Agreement. 6.09. Contractor agrees to indemnify, defend, and hold City free and harmless from all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties, attorney's fees and costs, that City may incur as a result of a breach by Contractor of any representation or provision contained in this Agreement or any negligent or intentional acts or omissions by Contractor, it subcontractors, agents, and employees or based on any claim that any software program or other product used or furnished by Contractor in the performance of this Agreement constitutes an infringement of any United States patent or copyright. 6.10. Contractor's rights under this Agreement may not be assigned nor may its duties be delegated or subcontracted without the prior written consent of City. Any assignment or delegation or subcontract in violation of this Section shall, at City's sole discretion, be void. Consent by City shall not relieve Contractor of responsibility for performance of Contractor's obligations hereunder. City may assign all or any part of this Agreement at any time effective immediately upon Page 8of18 written notification to Contractor. Warranties 6.11. Contractor shall assign to the City at the time the Equipment is delivered all manufacturers' warranties and Contractor 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 Agreement. 6.12. Contractor warrants that title to Equipment will pass to the City either by incorporation in the construction or upon the receipt of payment by Contractor, 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. 6.13. Contractor 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 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 Contractor 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, Contractor 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 Contractor, and obtaining another vendor to provide the Equipment. Contractor 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 Contractor. 6.14. Contractor shall obtain for the benefit of the City, and assign to the City, commercially reasonable manufacturers' warranties, specifically, Contractor warrants the following: 5-year limited warranty for JLT 1205-PS Hardware Only (1205-PS was renamed to 12052) and a 60-day limited software warranty. All manufacturers' warranties, any warranties typically provided by Contractor 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 Agreement or the City's acceptance of the Equipment being purchased hereunder, whichever occurs first. Contractor shall assist the Page 9 of 18 City in the enforcement of all such warranties. 6.15. Contractor, 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 Agreement if reported to Contractor within the Warranty Period. The Warranty Period shall commence from the date Equipment is 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. Contractor's obligations hereunder shall include the obligation to repair any damage to other property caused by the defective Equipment or the repair thereof. Contractor 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 Agreement, or (b) the correction of any such Equipment. The foregoing representations, warranties, covenants, and agreements shall survive any termination of this Agreement 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 Contractor by law with respect to Contractor's duties, obligations and performance hereunder. Work Injury 6.16. The treatment and care of injuries sustained by Contractor's employees, subcontractors, representatives or other personnel shall be and remain the responsibility of Contractor. City's first aid facilities, if any, however, will be made available to Contractor's employees in emergency cases which are the direct result of accidents occurring on the Premises. City shall incur no liability for, and Contractor hereby agrees to indemnify City against, any causes of action, claim, liability or costs, including attorney's fees, arising in whole or part out of the furnishing of such first aid facilities or assistance to Contractor's employees, subcontractors, representatives or other personnel, or out of the failure to furnish such facilities or assistance. Corporate Conduct 6.17. Contractor, its employees, agents or representatives shall not offer or give to an Page 10 of 18 officer, official or employee of City gifts, entertainment, payments, loans or other gratuities to influence the award of a contract or obtain favorable treatment under this Agreement or any other contract. Indemnity Process 6.18. The City shall notify Contractor in writing of any suits, claims or demands covered by any indemnity contained in this Agreement. Promptly after receipt of such notice, Contractor shall assume the defense of such claim with counsel reasonably satisfactory to City. If Contractor 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 Contractor 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 Contractor. 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 the Contractor's obligations to indemnify or defend. Contractor 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. Treatment of Confidential and Proprietary Information 6.19. For ten (10) years after the effective date of this Agreement, Contractor shall refrain from using any Confidential or Proprietary Information except in connection with the Work or from disclosing it to any third party other than to employees of Contractor who require it in performance of the Work and except to such other third persons as City may authorize in writing. If disclosure to such an employee or to other third persons is so authorized, Contractor shall enter into with said party a confidentiality agreement containing provisions with respect to use and disclosure of Proprietary Information substantially the same as those contained in this Agreement. 6.20. Contractor shall take reasonable precautions to safeguard any documents containing Proprietary Information which City may supply to Contractor hereunder. Contractor may copy, in whole or part, such documents to the extent necessary for the performance of the Work, and Contractor shall return to City upon the completion of the Work or request by City all such documents and copies. Page 11 of 18 6.21. Except as expressly permitted by prior written consent of the City, Contractor and/or its subcontractors 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. Contractor and/or its subcontractors 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 Contractor has performed all Work to be performed pursuant to this Agreement. Contractor hereby agrees that such Confidential Information and any documents provided may be used by Contractor and/or its subcontractors only as authorized by the City. Contractor shall include a provision in its agreements with subcontractors that binds the subcontractors to this non -disclosure requirement. 6.22. All reports, plans, data, studies, maps, drawings, models, photographs, documents and other writings prepared by and for Contractor, its officers, employees, agents and subcontractors in the course of implementing this Agreement, with the exception of working notes, internal documents and Confidential Information provided by businesses located in City, shall be considered the property of City. Contractor shall deliver such documents and materials to the City as they are generated; however, Contractor may take and retain copies of said documents and materials that are not Confidential Information, as desired. 6.23. All reports, information, data and exhibits prepared or assembled by Contractor in connection with the performance of its Services pursuant to this Agreement are confidential until released by the City to the public and Contractor agrees that such documents shall not be available to any individual or organization without the written consent of the City prior to such release. 6.24. 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 Contractor. Compliance with Authority 6.25. Contractor shall comply with all laws, regulations, executive orders and other applicable requirements of any governmental agencies having jurisdiction including the Fair labor Standards Act, the Occupational Safety and Health Act and all those relating in any way to employment practices and protection of the environment. Contractor shall not discriminate against any employee or any applicant for employment for reasons of race, color, creed, religion, sex, sexual preference, age or national origin. 6.26. Contractor shall make timely payment of all employment taxes and of all social Page 12 of 18 security and other contributions of every kind required to be made with respect to or measured by the wages and salaries of persons employed by Contractor. 6.27. Contractor shall indemnify City against, and hold City harmless from, any liability or loss including liability or loss from fines or penalties arising out of Contractor's failure to perform the obligations imposed upon it by Sections 5.28 and 5.29 of the Agreement. Contractor's License Classification 6.28. Contractor shall possess all appropriate licenses for the duration of this Agreement. SECTION 7. TERMINATION OF AGREEMENT 7.01. Unless otherwise terminated as provided in this Section, this Agreement will continue in effect until such time as the City receives and approves the Equipment, unless otherwise extended according to the terms and conditions set forth in this Agreement. Non -Default Termination 7.02. City, at its sole discretion, may terminate this Agreement upon thirty (30) days written notice to Contractor and such termination shall be effective in the manner specified in such notice and shall be without prejudice to any claim that either party may have against the other. During the thirty (30) day period after such notice is sent, the parties shall continue to act toward each other in good faith. 7.03. In the event of any such termination, in full and complete settlement for the termination of the Work, City shall pay Contractor for 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 Contractor directly attributable to termination which could not reasonably have been avoided and for which Contractor is not otherwise compensated that are incurred through the date of termination and effectuating the termination ("Termination Expenses"). Termination Expenses shall not include lost profits, lost opportunities, consequential damages, or the like. In no event shall total payment exceed the Contract Price. Termination on Occurrence of Stated Events 7.04. This Agreement will terminate automatically on the occurrence of any of the following events: Page 13 of 18 A. Bankruptcy or insolvency of either party; or B. Sale of the Contractor; or C. Assignment of this Agreement by Contractor without City's written consent. Termination for Default 7.05. If Contractor defaults in the performance of this Agreement or materially breaches any of its provisions, City may immediately terminate this Agreement by giving written notification to Contractor indicating the effective date of such termination. Termination will take effect immediately upon the date specified in the notification. For the purposes of this paragraph, material breach of this Agreement includes, but is not limited to, the following: A. Contractor's failure to perform, in a manner satisfactory to the City in its sole discretion, the Services specified in Section 3 of this Agreement; or B. Contractor's material breach of any obligation or provision contained in Section 5 of this Agreement. 7.06. The waiver by either party of a breach or default by the other party shall not be deemed a waiver of any different or later breach; nor shall any delay or omission by either party to exercise any right it may have hereunder operate as a waiver of any breach or default of such a right. The failure of either party to this Agreement to exercise any of its rights under this Agreement does not constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach. 7.07. In the event of any termination of this Agreement or reduction in the scope of the Work, Contractor shall not be entitled to damages for loss of profits for the unexecuted portion of the Work or any other damages because of such termination or reduction. SECTION 8. GENERAL PROVISIONS Notices 8.01. All notices, approvals, consents and other communications between the parties shall be in writing, and shall be sent by fax or by certified mail (return receipt requested) to the respective addresses set forth below, or at such other address Page 14 of 18 as may be furnished by either party to the other in writing. Faxed notices, confirmed by copy thereof, shall be deemed communicated as of the day the facsimile was sent. Mailed notices will be deemed communicated as of the day of receipt or the third (3rd) day after mailing, whichever occurs first. Contractor — HBMI Solutions, LLC City - City of Vernon Attn: Ed Foster, Jr., Attn: City Administrator Director of Operations 4305 Santa Fe Avenue 4805 E. Thistle Landing Dr., Ste. 110 Vernon, CA 90058 Phoenix, AZ 85044 Fax: 480-346-7016 Fax: 323-826-1438 Telephone: 866-885-6475 Telephone: 323-583-8811 ext 260 Entire Agreement of the Parties 8.02. This Agreement supercedes any and all agreements, either oral or written, between the parties with respect to the rendering of Services by Contractor for City and contains all of the representations, covenants, and agreements between the parties with respect to the subject matter of this Agreement and the rendering of those Services. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not contained in this Agreement, and that no other agreement, statement, or promise not contained in this Agreement or a subsequent amendment or change order shall be valid or binding. No amendment or change in the provisions of this Agreement shall be made, except in a formal written amendment signed by Contractor and an authorized representative of the City, or in a written change order. Contractor expressly waives all claims for compensation based upon quantum merit, implied contract or oral contract. Each party represents and warrants that it has read and fully familiarized itself with this Agreement, and that such party has been fully authorized to sign this Agreement. 8.03. This Agreement shall be comprised of these included provisions, together with Exhibits A and B, which are all attached. In the event of conflict between this Agreement and any of the exhibits, including the Proposal, this Agreement shall prevail. Partial Invalidity 8.04. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. Page 15 of 18 Law and Arbitration 8.05. All disputes arising out of or related to this Agreement, the conduct of either party in connection with this Agreement, and the relationship and rights of the parties in connection with this Agreement, whether characterized as breach of contract, tort, or otherwise (except for those requesting injunctive relief) shall be determined by binding arbitration in accordance with the terms of this Section. The submittal of all matters to arbitration in accordance with the terms of this Section is the sole and exclusive method, means and procedure to resolve any and all claims, disputes or disagreements arising under this Agreement, except for claims by either party which seek injunctive relief, which claims shall be resolved by suit filed in the Superior Court of Los Angeles County, California, the decision of which court shall be subject to appeal pursuant to applicable law. The parties hereby irrevocably waive any and all rights to the contrary and shall at all times conduct themselves in accordance with the terms of this Section, relying on arbitration as the sole means of resolution of disputes. Arbitration of all matters required to be arbitrated hereunder shall take place before a panel of three retired judges of the Superior Court of the State of California (the "Arbitrators") under the auspices of Judicial Arbitration & Mediation Services, Inc. ("JAMS"). Such arbitration shall be initiated by the parties, or either of them, within ten (10) calendar days after either party sends notice of a demand to arbitrate (the "Arbitration Notice") to the other party and to JAMS. The Arbitration Notice shall contain a description of the subject matter of the arbitration, the dispute with respect thereto, the amount involved, if any, and the remedy or determination sought. Each party shall select a retired judge from the JAMS panel, and the two selected judges shall mutually agree on the third retired judge from the JAMS panel. If one of the parties does not select a retired judge from the JAMS panel within fourteen (14) calendar days after receipt of the Arbitration Notice, JAMS will select the second judge, and the judge selected by JAMS and the judge selected by the other party will select the third judge for the panel. The third judge is to be selected within ten (10) calendar days following the selection of the first two judges. The three judges will together serve as the Arbitrators. The arbitration shall be conducted in Los Angeles, California. Any party may be represented by counsel and/or other authorized representative. In rendering a decision(s), the Arbitrators shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of California and the terms of this Agreement. The decision of the Arbitrators shall be based on the evidence introduced at the hearing and accompanied by a written statement of decision as to each of the principal controverted issues. The agreement of two of the three Arbitrators as to the resolution of the dispute shall be a conclusive resolution. The Arbitrators shall deliver the written decision to the parties within thirty (30) calendar days following the date of the selection of the last of the Arbitrators. The decision shall be conclusive and binding, and it may thereafter be confirmed as a judgment by the Superior Court of the State of Page 16 of 18 California, subject only to challenge on the grounds set forth in the California Code of Civil Procedure Section 1286.2. The validity and enforceability of the decision of the Arbitrators is to be determined exclusively by the California courts. Attorney's Fees 8.06. In the event a dispute, claim or litigation arises regarding this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys' fees and actual costs, which may be set by the arbitrators or the court in the same action or in a separate action brought for that purpose, in addition to any other relief which is obtained. 8.07. Neither party shall be considered in default in any of its obligations under this Agreement 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, lightning, 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 Agreement 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. 8.08. Except as may otherwise be specifically provided herein, this Agreement may be modified or amended only by a written document executed by both Contractor and the City and approved as to form by the City Attorney. 8.09. The captions used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of the Agreement or any part thereof. Page 17 of 18 8.10. City reserves the right to award similar contracts to multiple contractors to ensure the City has adequate services. IN WITNESS WHEREOF, the parties have executed the Agreement on the dates shown below. City: Contractor: City of Vernon HBMI Solutions, LLC Name: Title: Date: ATTEST: Manuela Giron, City Clerk APPROVED AS TO FORM: Jeff A. Harrison, City Attorney Name: Title: Date: Name: Title: Date: Page 18 of 18 EXHIBIT A uisifi,rz *0000�I a J a' N ~ `i O E ton m N 1�Oj v � �I L OTC f m rn ao o %D to = V� to m V, coo d rn t O O ti N Go U. � -ul n oLO K W ��CIV co CR pp CMpp d t7 N V aG m a 4 � o1Do �°- 0 `o o 0 u � g 5 w �0 o 0 �D o 0 z V . n :EoI LL M qO J .0 W Q N 2 .. -P N ~ N 0 ri C n 0 0 O N O E L � =i > .. � U -, Z U O N O O a D � U D 0 O O O O O O O O O w O O O I , O O M '0 O O � � O CD CV OICD O O O O aa000 O N O O I 4R O oa O o a CDN co O O O O O O a (p T F � to fH 4R di T T T a � N a(D Q- U) m a) ^ .� 0 T � o� m V a. (D V = c v cn`va� J O E tC O (`p 0 C T m V N y J O to (6 N C m �o O N N N O O O a coOc" Q i OD O Q Oi fl E d 0 O M 0 No Roper Mobile Technology I Rugged computers for Public Safety Page 2 of 3 Across the nation, our rugged computing solutions are being used by law enforcement agencies, fire, rescue and EMS responders —where speed and accuracy are paramount and conditions are always less than optimal. Quick access to the right information can mean the difference between life and death on a daily basis. The popularity of roper mobile technology in the arena of public safety has been due to their unique design and dependability —whether in a fire truck, on a motorcycle, in an ambulance or on foot. One Piece Does It All Our in -vehicle system eliminates the need for laptops and multi -component units that require cables. Our one-piece, slim display computer is designed to be mounted with minimal intrusion into the valuable cabin space of emergency cars and trucks. CPU, display, power supply and connection ports are all integrated in the single unit. Advantages of our design include: • no modifications to dash board and seating area; clean mount solutions • fewer points of failure than removable computers • increase in airbag compliance Information on the Scene Officers, agents, operators and team members can wirelessly gain access to mission critical data, allowing them to make on -scene, knowledge based decisions. Applications include: • up-to-date building blueprints mapping entrances and exits • patient information records; diagnostics en route • GPS navigation for faster arrival on the scene • 9-1-1 call information • criminal and vehicle background checks • drivers licenses, criminal mug shots, images and fingerprints • real-time communication to dispatch and other units via text messaging; replaces conventional 2-way radio system Rugged & Reliable In an emergency response situation, there is no time to deal with delicate equipment. Intelligently designed computers mean that our units can withstand: • Extreme moisture, including heavy jets of water and flood conditions h e bec c be fe Roper Mobile Technology I Rugged computers for Public Safety Page 3 of 3 • Extreme heat, including fumes, smoke and fine dust • Extreme cold, including Ice, snow and sleet • Extreme shock, including multiple drops to the pavement • Extreme vibration, including high speed chases over rocky terrain Easy to Use Easy access to data means finding information faster and taking care of the job at hand. Our computers include: • Resistive touch screen that operates with the touch of a bare finger, gloved finger or other object • 1000+ NIT display allows readability in the glaring sunlight; includes dimmable knob for control and 120 degree viewing angle for driver and passenger comfort construction Government Transportation Roper Mobile Technology / 7450 South Priest Drive / Tempe, AZ 85283 P (480) 705-4200 / F (480) 705-4216 / sales0ropermobile.com Products I Company, I News I Support I Contact Copyright © 2007 Roper Mobile Technology All Rights Reserved. h e bec c be fe III • i ° • J{ 1. Product Warranty. JLT MOBILE COMPUTERS, INC (JLT) warrants JLT-1205-PS against defects in material and workmanship that occur during normal use for a period of SIXTY (60) MONTHS from the date of original purchase order as evidenced by Customers purchase order date. This warranty covers the computer only. The JLT 1205-PS display brightness may degrade over time based on use and environmental conditions. Display light degradation, rate of degradation and display brightness are not covered by this limited warranty. JLT warrants to the original purchaser or, for products purchased from an Integrator, Reseller, or OEM's to the original end -user that JLT-branded products will be free from defects in materials and workmanship from the date of original purchase order. Warranty is extended solely to the original purchaser and is non transferable. A purchase receipt or other proof of date of original purchase will be required before warranty performance is rendered. This warranty only covers failures due to defects in materials or workmanship during the warranty period. JLT will, at its option: (1) provide new or rebuilt replacement parts necessary to repair the product, (2) replace the product with a comparable product. JLT or a JLT authorized third party service provider will provide labor to resolve warranty issues during the warranty period. JLT will determine how and where repair services are provided, and you may be required to deliver your product to a JLT authorized service location. Replacement parts or products will be new or serviceably used, comparable in function and performance to the original part or product, and warranted for the remainder of the original warranty period or, if longer, 30 days after they are shipped to you. Purchasing additional add -on products from JLT does not extend your warranty period. 2. Services and Service Warranty. — To obtain service under this limited warranty, you must follow JLT's warranty return procedures. If JLT requests the return of defective pants or product, you must do so within 7 days after you receive an (RMA) Return Material Authorization. (To acquiring an RMA, see Section 4). If you are located outside the United States, the details of your warranty service may vary as described below. THIS LIMITED WARRANTY COVERS NORMAL USE ONLY. JLT DOES NOT WARRANT AND IS NOT RESPONSIBLE FOR DAMAGES CAUSED BY MISUSE, ABUSE, ACCIDENTS, VIRUSES, UNAUTHORIZED SERVICE OR PARTS, OR THE COMBINATION OF JLT MANUFACTURED PRODUCTS WITH OTHER PRODUCTS. THIS LIMITED WARRANTY DOES NOT COVER SOFTWARE OR NON-JLT MANUFACTURED PRODUCTS. ANY WARRANTY APPLICABLE TO SOFTWARE OR NON-JLT BRANDED PRODUCTS IS PROVIDED BY THE ORIGINAL MANUFACTURER. JLT warrants that services provided by JLT will be performed in a professional and workmanlike manner. It is the customer's responsibility to back up all files before returning the product to JLT for service. JLT IS NOT RESPONSIBLE FOR ANY LOSS OF DATA OR FOR PROPRIETARY INFORMATION LEFT ON THE UNIT. Services beyond the normal scope of warranty will be billed on a Time and Materials basis at the current rate in effect at the time of repair plus parts. All Neglect & Abuse (see section 7), service/repair actions are billable repairs and JLT must have a purchase order in hand before repairs will commence. Repairs that are classified as Neglect/Abused shall require a minimum of seven (7) working days to complete, with extra time required for special cases such as shortage of parts. Customer is responsible for all shipping, insurance and handling costs to and from JLT for warranty and non -warranty work performed by JLT. 3. Warranty Exceptions: This warranty does not cover losses or damages arising from: shipping, repairs, modifications, adjustments, or installation of options or parts by any person or entity other than a JLT authorized service center; excessive or inadequate electrical power surges or other irregularities: damages to computer system components caused by either internal or external equipment not supplied by JLT; connection shortages, or components not installed or purchased from JLT; special, incidental, or consequential damage resulting from any breach of warranty or any other legal theory, including but not limited to lost profit, downtime, goodwill, damage to or replacement of equipment and property, and any cost recovering, reprogramming, or reproducing any program or data stored in or used with JLT products; damages to painted surfaces and touch screens due to physical abuse or excessive use; accidents, misuse, fire, flood, "Acts of God", or other contingencies beyond the control of JLT. In no event shall JLT be liable neither for any special incidental, consequential damages nor for any damages resulting from misuse or modification of any or all merchandise. Other than as expressly warranted herein by JLT, the customer waives all the implied warranties of merchantability, fitness for a particular purpose, or otherwise. This warranty does not cover peripherals, adaptor cables, keyboards, or radio cards used either internally (PCMCIA) or externally. DC power cords, DC to DC power filters and mounting apparatus are not covered by this warranty. It does not cover damage which occurs in shipment or failures which are caused by products not supplied by JLT, or failures which result from alteration, accident, misuse, introduction of liquid or other foreign matter into the unit, abuse, neglect, installation, maladjustment of consumer controls, improper maintenance, modification or service by anyone other than the JLT Factory Service Center or authorized JLT Service Dealer, or damage that is attributable to acts of God. JLT does not guarantee that software will be free from errors, either In isolation or in combination with hardware. 4. Returns. — JLT does not accept returns of product once title has transferred, unless defective in materials or workmanship. To return products you must follow JLT's RMA procedures; including obtaining a return merchandise authorization (RMA) number and returning products within 7 days of receipt of an RMA number. Customer is responsible for all shipping, insurance and handling costs to and from JLT for warranty and non -warranty work performed by JLT. To obtain a Return Material Authorization number, please call JLT Mobile Computer, Inc at 480-705-4200 or contact us at support(cD-iltmobilecomputers.com . Technical support for O/S (operating system) related issues are available directly from the O/S manufacturer. JLT may change the means through which it provides technical support at any time. 5. Disclaimer of Warranties; Limitation of Liability. EXCEPT FOR THE WARRANTIES EXPRESSED IN THIS AGREEMENT, JLT DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER APPLICABLE LAW. THE TERM OF ANY IMPLIED WARRANTIES THAT CANNOT BE DISCLAIMED ARE LIMITED TO THE TERM OF THIS AGREEMENT. JLT AND CUSTOMERS' MAXIMUM LIABILITY TO THE OTHER IS LIMITED TO THE PURCHASE PRICE YOU PAID FOR PRODUCTS OR SERVICES PLUS INTEREST AS ALLOWED BY LAW. NEITHER CUSTOMER NOR JLT IS LIABLE TO THE OTHER IF CUSTOMER OR JLT ARE UNABLE TO PERFORM DUE TO EVENTS CUSTOMER OR JLT ARE NOT ABLE TO CONTROL, SUCH AS ACTS OF GOD, OR FOR PROPERTY DAMAGE, PERSONAL INJURY, LOSS OF USE, INTERRUPTION OF BUSINESS OR PUBLIC SERVICE, LOST PROFITS, LOSS OF LIFE, LOSS OF DATA OR OTHER CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), AND STRICT LIABILITY OR OTHERWISE, OTHER THAN THOSE DAMAGES THAT ARE INCAPABLE OF LIMITATION, EXCLUSION OR RESTRICTION UNDER APPLICABLE LAW. 6. International Customers The standard warranty stated above also applies to JLT products shipped to a country outside the United States. International customers are responsible for all customs duties, VAT and other associated taxes and insurance charges. 7. Defining neglect/abuse The following are some examples of neglect/abuse actions and will be a judgment call by JLT's repair center. All Neglect & Abuse service/repair actions are billable repairs requiring a purchase order prior to commencement of repairs. Examples of Neglect/Abuse: ➢ Excessive dirt/contamination effecting performance specifications ➢ Spillage of liquids and other foreign substances in the products ➢ Unapproved modification of product ➢ Unapproved disassembly of product ➢ Defacement of manufacturing labels ➢ Scratched, contaminated, and/or damaged components either inside or outside the unit ➢ Loose or missing parts that could not have operated without it ➢ Broken/cracked/disfigured displays ➢ Broken/cracked/disfigured housings ➢ Broken/cracked/disfigured mounts ➢ Broken/Cracked plastic parts internal/external ➢ Torn gaskets, seals, o-rings or other flexible parts ➢ Damaged external cables ➢ Use of abrasive cleaners or other unapproved cleaning materials ➢ Improper use of product ➢ Connection of product to unapproved power source ➢ Product that has been opened by unauthorized personnel ➢ Product that has been serviced by unauthorized personnel ➢ Charred or melted product and or parts ➢ Product exposed to environments beyond specification ➢ Product exposed to natural disasters ➢ Product returned with no trouble found (excessive return rates) ➢ Product improperly packaged for shipping or ESD (Electro Static Discharge). 8. Limits and Exclusions: There are no other express warranties except as listed above. JLT SHALL NOT BE LIABLE FOR LOSS OF DATA OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF THIS PRODUCT, OR ARISING OUT OF ANY BREACH OF THIS WARRANTY. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE LIMITED TO THE APPLICABLE WARRANTY PERIOD SET FORTH ABOVE. Some states do not allow the exclusion or limitation of incidental or consequential damages, or limitations on how long an implied warranty lasts, so the above limitations or exclusions may not apply to you. This limited warranty gives you specific legal rights, and you may also have other rights which vary from state to state. If a problem with your product develops during or after the warranty period, you may contact JLT at 1-480-705-4200 or contact www.'Itmobilecomouters.com . If the problem is not handled to your satisfaction, then write to JLT Mobile Computers, Inc. 7450 South Priest Drive, Tempe, AZ 85283. scl Warranty . Sa 1. Software Warranty -JLT Mobile Computers, Inc. (referred to as "JLT") warrants to you only that the disk(s) or other media on which any programs which may be furnished will be free from defects in material and workmanship under normal use for a period of sixty (60) days from the date of delivery thereof to you, as evidenced by your purchase receipt. This is the only warranty JLT makes to you. JLT does not warrant that the functions contained in any programs will meet your requirements or that the operation of the programs will be uninterrupted or error free. JLT's entire liability and your exclusive remedy under this warranty shall be limited to the replacement, in the United States, of any defective disk or other media which is returned to JLT's authorized Service Center, together with a copy of the purchase receipt, within the aforesaid warranty period. Anything in the foregoing to the contrary not withstanding, JLT shall have no obligation for any defects in the disk(s) or other media on which the programs are furnished resulting from your storage thereof, or for defects that have been caused by operation of the disk(s) or other media otherwise than on the product or in the environment conditions other than those specified by JLT by alteration, accident, misuse, abuse, neglect, mishandling, misapplication, installation, maladjustment of consumer controls, improper maintenance, modification or damage that is attributable to acts of God. In addition, JLT shall have no obligation for any defects in the disk(s) or other media if you have modified, or attempted to modify any program. DURATION OF IMPLIED WARRANTIES, IF ANY, IS LIMITED TO SIXTY (60) DAYS. JLT ASSUMES NO RISK OF AND SHALL NOT IN ANY CASE BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE OR ANY OTHER LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL, PROFITS OR REVENUE, LOSS OF USE OF THE PROGRAMS OR PRODUCTS OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES, OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF ANY PARTY DEALING WITH YOU FOR SUCH DAMAGES. Some states do not allow the exclusion or limitation of incidental or consequential damages, or limitations on how long an implied warranty lasts, so the above limitations or exclusions may not apply to you. This limited warranty gives you specific legal rights, and you may also have other rights which vary from state to state. This Limited Warranty will be governed by the laws of the State of Arizona, without regard to its conflict -of -laws rules. To obtain service or technical assistance within the continental U.S.A. and Alaska, call 1480-7054200. EXHIBIT B EXHIBIT B Form Change Order CHANGE Contract Number: Change Number: The requirements of the above designated Agreement are changed as follows: City and HBMI Solutions agree that HBMI Solutions' compensation shall be adjusted as follows: City and HBMI Solutions agree that HBMI Solutions' schedule shall be adjusted as follows: This adjustment covers the entire compensation for the Change set forth above and includes, but is not limited to compensation for all engineering, material, equipment, subcontracts, labor, overhead, profit, changes in scheduling and delays resulting, directly or indirectly, from the Change, as further detailed in the Agreement. HBMI Solutions, LLC City of Vernon By By Date Date INSTRUCTIONS TO HBMI SOLUTIONS, LLC Contract Number: Instruction to HBMI Solutions Number: Date: Specific Instructions to HBMI Solutions: In accordance with the Terms and Conditions of the Agreement, the City classifies these instructions as: Supplementary instructions, not involving a Change (Should these instructions be, in the opinion of HBMI Solutions, a "Change", written notice thereof must be given to City within 10 days of the receipt of these instructions. If such written notice is given, HBMI Solutions shall not commence with the work so ordered until written agreement is reached on the classification of these instructions and on the resulting adjustment in contract compensation, if any.) In the event that City and HBMI Solutions fail to agree on the classification of these instructions or resulting adjustment in contract compensation, if any, refer to the Changes Section of the Agreement. A Change (HBMI Solutions shall, within 10 days of the receipt of these instructions, furnish City a statement of its proposal for adjustment in contract compensation occasioned hereby. HBMI Solutions shall not commence with the work so ordered until written agreement is reached on the resulting adjustment in contract compensation, if any.) In the event that City and HBMI Solutions fail to agree on the classification of these instructions or resulting adjustments in contract compensation, if any, refer to the Changes Sections of the Agreement. City Representative Date Please acknowledge receipt of this instruction by returning one copy signed in the space provided below. HBMI Solutions' signature hereon does not indicate his acceptance of the classification assigned hereto by City. HBMI Solutions' Representative FEW Date SUPPORTING DOCUMENTS 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 October 2, 2007 Mr. Ed Foster, Jr. Director of Operations HBMI Solutions, LLC 4805 E. Thistle Landing Drive, Suite 110 Phoenix, AZ 85044 Re: Equipment Purchase Agreement Dear Mr. Foster: Transmitted herewith is a copy of the fully executed agreement as referenced above, approved by City Council on September 17, 2007, Resolution No. 9414. If you have any questions regarding this matter, please call Capt. James Rodino, at (323) 583-8811 ext. 116. ery truly yours, X44� Nelly Giron City Clerk NG:dr Enclosure c: Steve Towles Dolores Jaunzemis Resolution No. 9414 Agreement File No. 07-102 Excfusivefy Industria( EQUIPMENT PURCHASE AGREEMENT This AGREEMENT ("Agreement") 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 17th day of September, 2007, in the City of Vernon, County of Los Angeles, California BY AND BETWEEN CITY OF VERNON, a municipal corporation, hereinafter referred to as the "City" 4305 Santa Fe Avenue Vernon, California 90058 AND HBMI SOLUTIONS, LLC, hereinafter referred as "Contractor," 4805 E. Thistle Landing Drive, Suite 110 Phoenix, AZ 85044 RECITALS WHEREAS, the City desires to replace the current mobile computers in the Police Department patrol vehicles in order to accommodate the memory capacity needed to run the various programs currently used by the Police Department and the current mobile computers have exceeded their life cycle; and WHEREAS, the Police Department desires to purchase 17 JLT 12052, 40 Gig, 1 GB Ram, XP Pro, Bare Leads, Build -in Speaker Mobile Tablet Computers, 17 plastic domes and five year extended warranty, together with related equipment and accessories (hereinafter collectively referred to as the "Equipment"); and WHEREAS, Contractor, the only authorized distributor for the Equipment in Southern California, submitted a proposal dated July 9, 2007 for the purchase of the Equipment (hereinafter collectively referred to as the "Proposal"), a copy of which is attached hereto as Exhibit A and incorporated by reference; and WHEREAS, the Proposal includes a description of the Equipment to be from Contractor; and WHEREAS, the Contractor's cost proposal is acceptable to the City; and WHEREAS, Contractor has advised the City that it is qualified and capable of providing the Equipment described in Exhibit A, and is willing to do so on the terms and conditions set forth below; and Page 1 of 18 WHEREAS, the City desires to enter into an agreement with Contractor to provide to provide for the purchase and delivery of Equipment on a contractual basis as defined in the terms and conditions set forth below. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: SECTION 1. PURCHASE OF EQUIPMENT 1.01. Contractor agrees to sell and deliver the Equipment, including all material, and the City agrees to purchase the Equipment as identified in Exhibit A. 1.02. Delivery. Contractor shall obtain and sell and deliver the Equipment at the City of Vernon, F.O.B. Job Site. Contractor 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. SECTION 2. TERM OF CONTRACT 2.01. This Agreement will become effective upon issuance of a Purchase Order, and will continue in effect until such time as the City approves the Equipment pursuant to the Proposal or until terminated as provided in this Agreement. SECTION 3. DEFINITION OF TERMS 3.01. Whenever used in the Agreement, the following terms shall mean: A. "Agreement" shall mean that formally executed Agreement or Contract which includes the Contract Documents attached. The Agreement constitutes the entire agreement between the parties relating to its subject matter. B. "City" shall mean the City of Vernon, California, the entity which has executed the Agreement and, where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. C. "Contractor" shall mean HBMI Solutions, LLC and where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. D. "Contract Documents" shall include any inquiry, invitation to bid, or proposal which may have, but not necessarily, preceded execution of the Agreement, and including the General Provisions and all exhibits and schedules attached to the Agreement and all plans and specifications identified in the Contract Documents. Page 2of18 E. "Contract Price" shall mean the compensation set forth or provided for in Section 5.01 of this Agreement. Whether it expressly provides for the reimbursement of costs incurred by Contractor or simply for the payment of a lump sum of money, it is intended to be the full and complete payment for satisfactory completion of the Work and, unless otherwise stated, to cover all costs whether for materials, equipment, tools, labor, services and taxes and all overhead, rentals and profit or fee, if any. F. "Equipment" shall mean the equipment identified in Exhibit A. G. "General Provisions" or "General Conditions" shall mean the General Provisions as set forth in this Agreement. H. "Owner" shall mean City of Vernon, California, and where applicable, their affiliated companies, directors, officers, employees, agents, and representatives. I. "Premises" shall mean the physical premises under City's control or ownership where Equipment is to be delivered. J. "Proprietary Information" and "Confidential Information" shall mean all information, whether written or oral, which Contractor acquires from, through or on behalf of City, directly or indirectly, or which arises out of the Work, concerning the Work or proprietary processes involved in the Work including, without limitation, information concerning past, present or future business plans of City, information about the operations of City's Premises, and other City information or know-how obtained during the Work, except information falling into any of the following categories: Information which, at the time of disclosure hereunder, is in the public domain; 2. Information which, after disclosure hereunder, enters the public domain, except where such entry is the result of Contractor's or any entity within Contractor's control breach of this Agreement; 3. Information which, prior to disclosure hereunder, was already in Contractor's possession without limitation regarding disclosure to others; or 4. Information which, subsequent to disclosure hereunder, is obtained by Contractor from a third party who is lawfully in possession of such information and not subject to a contractual or fiduciary relationship to City with respect to said information and who does Page 3 of 18 not require Contractor to agree to refrain from disclosing such information to others. K. "Subcontractor" shall mean any first or lower -tier subcontractor and its employees, representatives, agents, subcontractors or other personnel who have been approved in the manner required by this Agreement. L. "Work" or "Services" shall mean the Equipment delivered by Contractor and materials, if any, to be delivered by Contractor under this Agreement. SECTION 4. SERVICES TO BE PERFORMED BY CONTRACTOR Specific Services 4.01. Contractor's Services shall include, but will not be limited to, delivery of the Equipment. The Contractor's Services are more specifically detailed in the Proposal attached hereto as Exhibit "A" and incorporated herein by this reference. Change of Services 4.02. City may at any time, by written change order executed by the City, make changes only to add or delete Equipment being purchased under this Agreement and the adjustment to total compensation. Changes in the scope of Work, or duties and obligations, shall be authorized only by the City. 4.03. City may make "Changes" by increasing, reducing or deviating from the requirements of the scope of Work. A form of Change Order is set forth in Exhibit B attached hereto and incorporated by reference. Timing of Services 4.04. Contractor's Services shall commence upon the execution of this Agreement by both parties and award by the City Council and shall end when Contractor has completed the Work according to the Proposal, unless this Agreement is otherwise terminated according to Section 7 of this Agreement or extended according to the conditions and terms set forth in this Agreement. Delivery is expected to be completed no later than three (3) weeks from the issuance of City's Purchase Order. 4.05. Time is of the essence for all Work contemplated by this Agreement. Contractor shall start performing Services under this Agreement only after notification by the City. Page 4 of 18 Method of Performing Services 4.06. Contractor will determine and is responsible for the method, details, and means of performing the above -described Services. Status of Contractor 4.07. Contractor enters into this Agreement, and will remain throughout the term of this Agreement, as an independent contractor. Contractor agrees that it is not and will not become an employee, partner, agent, or principal of City while this Agreement is in effect. Contractor agrees it is not entitled to the rights or benefits afforded to City's employees, including disability or unemployment insurance, workers' compensation, medical insurance, sick leave, or any other employment benefit. Contractor is responsible for providing, at its own expense, disability, unemployment, and other insurance, worker's compensation, training, permits, and licenses for itself and for its employees and subcontractors. Contractor shall have complete and sole control over its employees, the details of the Services and methods by which the Services are accomplished, it being understood that City is interested only in the results to be obtained by Contractor. 4.08. Contractor has no authority to enter contracts or agreements on behalf of City. This Agreement does not create a partnership or joint venture between the parties. Payment of Taxes 4.09. Contractor is responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by City to the Contractor for Services under this Agreement. Contractor agrees to indemnify City for any claims, costs, losses, fees, penalties, interest, or damages suffered by City resulting from Contractor's failure to comply with this provision. 4.10. Payroll taxes including federal, state and local taxes shall not be withheld or paid by City on behalf of Contractor or for the employees of the Contractor. Contractor shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax purposes. Contractor shall be responsible to pay taxes mandated by law. 4.11. Since Contractor is not an employee of City, Contractor is not eligible for and shall not participate in any employee benefit of City, including pension, health or other fringe benefits. Page 5of18 SECTION 5. COMPENSATION 5.01. In consideration for the Equipment delivered by Contractor, described in this Agreement, City agrees to pay Contractor a sum not to exceed Ninety -Eight Thousand Nine Hundred Forty -Five Dollars and Two Cents ($98,945.02), which includes applicable sales tax, parts, and delivery (the "Contract Price"). The actual amount will be based on the amount required to furnish the Equipment, billed in accordance with Contractor's Proposal attached as Exhibit A. Entire Compensation 5.02. The Contract Price is full and complete compensation, and constitutes the entire compensation due Contractor for the Equipment and any and all of Contractor's obligations hereunder, regardless of difficulty, unforeseen circumstances, hours worked or equipment, materials or personnel required. The Contract Price includes without limitation compensation for applicable taxes, customs duties, fees, overhead, profit, travel time to and from the Premises and all other direct and indirect costs incurred or to be incurred by Contractor hereunder. The Contract Price set forth above is not subject to escalation for any reason except as expressly set forth in this Agreement. No adjustments in compensation shall be made as a result of changes in the value of any currency. The Contract Price shall only be adjusted by formal, written Change Order or amendment -to this Agreement. Payment of Compensation 5.03. For Equipment purchased under this Agreement, City agrees to pay one hundred percent (100%) of the Contract Price upon delivery and acceptance of the Equipment. City shall make payment to Contractor within thirty (30) days of acceptance and approval of an invoice prepared in accordance with City requirements. Payments shall be remitted to HBMI Solutions, LLC, 4915 St. Elmo Avenue, Suite 205, Bethesda, MD 20814. 5.04. Contractor shall be responsible for paying any subcontractors used in the performance of this Agreement. Subcontractors shall not bill the City directly. 5.05. Notwithstanding anything to the contrary contained herein, the City shall not be obligated to make any payment to Contractor if Contractor is in default of any of its obligations under this Agreement; any portion of the Equipment is defective or not in accordance with the terms of this Agreement (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 herein have not been satisfied. Page 6 of 18 Expenses 5.06. City shall not be liable to Contractor for any expenses paid or incurred by Contractor. Expenses may only be billed if advance written approval has been obtained from the City. Compensation for Changes 5.07. The compensation due Contractor, or the credit due City, for changes may not be established verbally, and shall be established in a written change order signed by City as described in Sections 4.03 and 4.04 of this Agreement. Compensation adjustments in each such change order shall be established by one or more of the following bases, as determined by City: (a) a lump sum price to be negotiated between the parties; or (b) Work unit rates to be negotiated between the parties. Once established, the amount of the compensation due Contractor or credit due City for a change shall not be subject to adjustment for any reason, including changes in the value of any currency. SECTION 6. OBLIGATIONS OF THE PARTIES 6.01. Contractor is responsible for meeting all conditions of this Agreement and City Standards & Details for all Equipment delivered. Substandard Work, as determined solely by the City, shall be redone at the expense of the Contractor. Products of Work 6.02. All products of Equipment including, but not limited to, manuals, documents and/or computer software, shall become the property of the City and shall be delivered to the City before the end of the performance of this Agreement. Basic notes and sketches, charts, computations and other data shall be made available to City without restriction or limitation on their use. Liability Insurance 6.03. Insurance coverage is waived as neither Contractor or subcontractor will perform work on City premises. 6.04. In the event that Contractor and/or a subcontractor or vendor performs work on City premises, the City will require a certificate of insurance showing such insurance coverages as determined by the City as necessary. Representations 6.05. To the fullest extent permitted by law, Contractor shall defend, indemnify and Page 7 of 18 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 attorney's fees and all costs of defense, arising out of or attributable to the negligent or wrongful acts of Contractor or its employees or agents under this Agreement, 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 Agreement. The obligations in this Paragraph are in addition to Contractor's duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by Contractor. 6.06 Contractor and City represent that each has read and understands the Agreement and Contract Documents. Contractor also represents that it is qualified, willing, and able to obtain, sell, and deliver the Equipment as required by this Agreement. 6.07. Failure to perform all the Work required under this Agreement constitutes a material breach of the Agreement. Contractor has complete and sole discretion for the manner in which the Work under this Agreement will be performed. 6.08. Contractor declares and states that is has complied with and will continue to comply with all 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 that may be required to carry out the Work to be performed under this Agreement. 6.09. Contractor agrees to indemnify, defend, and hold City free and harmless from all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties, attorney's fees and costs, that City may incur as a result of a breach by Contractor of any representation or provision contained in this Agreement or any negligent or intentional acts or omissions by Contractor, it subcontractors, agents, and employees or based on any claim that any software program or other product used or furnished by Contractor in the performance of this Agreement constitutes an infringement of any United States patent or copyright. 6.10. Contractor's rights under this Agreement may not be assigned nor may its duties be delegated or subcontracted without the prior written consent of City. Any assignment or delegation or subcontract in violation of this Section shall, at City's sole discretion, be void. Consent by City shall not relieve Contractor of responsibility for performance of Contractor's obligations hereunder. City may assign all or any part of this Agreement at any time effective immediately upon Page 8 of 18 written notification to Contractor. Warranties 6.11. Contractor shall assign to the City at the time the Equipment is delivered all manufacturers' warranties and Contractor 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 Agreement. 6.12. Contractor warrants that title to Equipment will pass to the City either by incorporation in the construction or upon the receipt of payment by Contractor, 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. 6.13. Contractor 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 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 Contractor 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, Contractor 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 Contractor, and obtaining another vendor to provide the Equipment. Contractor 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 Contractor. 6.14. Contractor shall obtain for the benefit of the City, and assign to the City, commercially reasonable manufacturers' warranties, specifically, Contractor warrants the following: 5-year limited warranty for JLT 1205-PS Hardware Only (1205-PS was renamed to 12052) and a 60-day limited software warranty. All manufacturers' warranties, any warranties typically provided by Contractor 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 Agreement or the City's acceptance of the Equipment being purchased hereunder, whichever occurs first. Contractor shall assist the Page 9of18 City in the enforcement of all such warranties. 6.15. Contractor, 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 Agreement if reported to Contractor within the Warranty Period. The Warranty Period shall commence from the date Equipment is 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. Contractor's obligations hereunder shall include the obligation to repair any damage to other property caused by the defective Equipment or the repair thereof. Contractor 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 Agreement, or (b) the correction of any such Equipment. The foregoing representations, warranties, covenants, and agreements shall survive any termination of this Agreement 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 Contractor by law with respect to Contractor's duties, obligations and performance hereunder. Work Injury 6.16. The treatment and care of injuries sustained by Contractor's employees, subcontractors, representatives or other personnel shall be and remain the responsibility of Contractor. City's first aid facilities, if any, however, will be made available to Contractor's employees in emergency cases which are the direct result of accidents occurring on the Premises. City shall incur no liability for, and Contractor hereby agrees to indemnify City against, any causes of action, claim, liability or costs, including attorney's fees, arising in whole or part out of the furnishing of such first aid facilities or assistance to Contractor's employees, subcontractors, representatives or other personnel, or out of the failure to furnish such facilities or assistance. Corporate Conduct 6.17. Contractor, its employees, agents or representatives shall not offer or give to an Page 10 of 18 officer, official or employee of City gifts, entertainment, payments, loans or other gratuities to influence the award of a contract or obtain favorable treatment under this Agreement or any other contract. Indemnity Process 6.18. The City shall notify Contractor in writing of any suits, claims or demands covered by any indemnity contained in this Agreement. Promptly after receipt of such notice, Contractor shall assume the defense of such claim with counsel reasonably satisfactory to City. If Contractor 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 Contractor 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 Contractor. 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 the Contractor's obligations to indemnify or defend. Contractor 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. Treatment of Confidential and Proprietary Information 6.19. For ten (10) years after the effective date of this Agreement, Contractor shall refrain from using any Confidential or Proprietary Information except in connection with the Work or from disclosing it to any third party other than to employees of Contractor who require it in performance of the Work and except to such other third persons as City may authorize in writing. If disclosure to such an employee or to other third persons is so authorized, Contractor shall enter into with said party a confidentiality agreement containing provisions with respect to use and disclosure of Proprietary Information substantially the same as those contained in this Agreement. 6.20. Contractor shall take reasonable precautions to safeguard any documents containing Proprietary Information which City may supply to Contractor hereunder. Contractor may copy, in whole or part, such documents to the extent necessary for the performance of the Work, and Contractor shall return to City upon the completion of the Work or request by City all such documents and copies. Page 11 of 18 6.21. Except as expressly permitted by prior written consent of the City, Contractor and/or its subcontractors 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. Contractor and/or its subcontractors 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 Contractor has performed all Work to be performed pursuant to this Agreement. Contractor hereby agrees that such Confidential Information and any documents provided may be used by Contractor and/or its subcontractors only as authorized by the City. Contractor shall include a provision in its agreements with subcontractors that binds the subcontractors to this non -disclosure requirement. 6.22. All reports, plans, data, studies, maps, drawings, models, photographs, documents and other writings prepared by and for Contractor, its officers, employees, agents and subcontractors in the course of implementing this Agreement, with the exception of working notes, internal documents and Confidential Information provided by businesses located in City, shall be considered the property of City. Contractor shall deliver such documents and materials to the City as they are generated; however, Contractor may take and retain copies of said documents and materials that are not Confidential Information, as desired. 6.23. All reports, information, data and exhibits prepared or assembled by Contractor in connection with the performance of its Services pursuant to this Agreement are confidential until released by the City to the public and Contractor agrees that such documents shall not be available to any individual or organization without the written consent of the City prior to such release. 6.24. 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 Contractor. Compliance with Authority 6.25. Contractor shall comply with all laws, regulations, executive orders and other applicable requirements of any governmental agencies having jurisdiction including the Fair labor Standards Act, the Occupational Safety and Health Act and all those relating in any way to employment practices and protection of the environment. Contractor shall not discriminate against any employee or any applicant for employment for reasons of race, color, creed, religion, sex, sexual preference, age or national origin. 6.26. Contractor shall make timely payment of all employment taxes and of all social Page 12 of 18 security and other contributions of every kind required to be made with respect to or measured by the wages and salaries of persons employed by Contractor. 6.27. Contractor shall indemnify City against, and hold City harmless from, any liability or loss including liability or loss from fines or penalties arising out of Contractor's failure to perform the obligations imposed upon it by Sections 5.28 and 5.29 of the Agreement. Contractor's License Classification 6.28. Contractor shall possess all appropriate licenses for the duration of this Agreement. SECTION 7. TERMINATION OF AGREEMENT 7.01. Unless otherwise terminated as provided in this Section, this Agreement will continue in effect until such time as the City receives and approves the Equipment, unless otherwise extended according to the terms and conditions set forth in this Agreement. Non -Default Termination 7.02. City, at its sole discretion, may terminate this Agreement upon thirty (30) days written notice to Contractor and such termination shall be effective in the manner specified in such notice and shall be without prejudice to any claim that either party may have against the other. During the thirty (30) day period after such notice is sent, the parties shall continue to act toward each other in good faith. 7.03. In the event of any such termination, in full and complete settlement for the termination of the Work, City shall pay Contractor for 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 Contractor directly attributable to termination which could not reasonably have been avoided and for which Contractor is not otherwise compensated that are incurred through the date of termination and effectuating the termination ("Termination Expenses"). Termination Expenses shall not include lost profits, lost opportunities, consequential damages, or the like. In no event shall total payment exceed the Contract Price. Termination on Occurrence of Stated Events 7.04. This Agreement will terminate automatically on the occurrence of any of the following events: Page 13 of 18 A. Bankruptcy or insolvency of either party; or B. Sale of the Contractor; or C. Assignment of this Agreement by Contractor without City's written consent. Termination for Default 7.05. If Contractor defaults in the performance of this Agreement or materially breaches any of its provisions, City may immediately terminate this Agreement by giving written notification to Contractor indicating the effective date of such termination. Termination will take effect immediately upon the date specified in the notification. For the purposes of this paragraph, material breach of this Agreement includes, but is not limited to, the following: A. Contractor's failure to perform, in a manner satisfactory to the City in its sole discretion, the Services specified in Section 3 of this Agreement; or B. Contractor's material breach of any obligation or provision contained in Section 5 of this Agreement. 7.06. The waiver by either party of a breach or default by the other party shall not be deemed a waiver of any different or later breach; nor shall any delay or omission by either party to exercise any right it may have hereunder operate as a waiver of any breach or default of such a right. The failure of either party to this Agreement to exercise any of its rights under this Agreement does not constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach. 7.07. In the event of any termination of this Agreement or reduction in the scope of the Work, Contractor shall not be entitled to damages for loss of profits for the unexecuted portion of the Work or any other damages because of such termination or reduction. SECTION 8. GENERAL PROVISIONS Notices 8.01. All notices, approvals, consents and other communications between the parties shall be in writing, and shall be sent by fax or by certified mail (return receipt requested) to the respective addresses set forth below, or at such other address Page 14 of 18 as may be furnished by either party to the other in writing. Faxed notices, confirmed by copy thereof, shall be deemed communicated as of the day the facsimile was sent. Mailed notices will be deemed communicated as of the day of receipt or the third (3`d) day after mailing, whichever occurs first. Contractor— HBMI Solutions, LLC City City of Vernon Attn: Ed Foster, Jr., Attn: City Administrator Director of Operations 4305 Santa Fe Avenue 4805 E. Thistle Landing Dr., Ste. 110 Vernon, CA 90058 Phoenix, AZ 85044 Fax: 480-346-7016 Fax: 323-826-1438 Telephone: 866-885-6475 Telephone: 323-583-8811 ext 260 Entire Agreement of the Parties 8.02. This Agreement supercedes any and all agreements, either oral or written, between the parties with respect to the rendering of Services by Contractor for City and contains all of the representations, covenants, and agreements between the parties with respect to the subject matter of this Agreement and the rendering of those Services. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not contained in this Agreement, and that no other agreement, statement, or promise not contained in this Agreement or a subsequent amendment or change order shall be valid or binding. No amendment or change in the provisions of this Agreement shall be made, except in a formal written amendment signed by Contractor and an authorized representative of the City, or in a written change order. Contractor expressly waives all claims for compensation based upon quantum merit, implied contract or oral contract. Each party represents and warrants that it has read and fully familiarized itself with this Agreement, and that such party has been fully authorized to sign this Agreement. 8.03. This Agreement shall be comprised of these included provisions, together with Exhibits A and B, which are all attached. In the event of conflict between this Agreement and any of the exhibits, including the Proposal, this Agreement shall prevail. Partial Invalidity 8.04. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. Page 15 of 18 Law and Arbitration 8.05. All disputes arising out of or related to this Agreement, the conduct of either party in connection with this Agreement, and the relationship and rights of the parties in connection with this Agreement, whether characterized as breach of contract, tort, or otherwise (except for those requesting injunctive relief) shall be determined by binding arbitration in accordance with the terms of this Section. The submittal of all matters to arbitration in accordance with the terms of this Section is the sole and exclusive method, means and procedure to resolve any and all claims, disputes or disagreements arising under this Agreement, except for claims by either party which seek injunctive relief, which claims shall be resolved by suit filed in the Superior Court of Los Angeles County, California, the decision of which court shall be subject to appeal pursuant to applicable law. The parties hereby irrevocably waive any and all rights to the contrary and shall at all times conduct themselves in accordance with the terms of this Section, relying on arbitration as the sole means of resolution of disputes. Arbitration of all matters required to be arbitrated hereunder shall take place before a panel of three retired judges of the Superior Court of the State of California (the "Arbitrators") under the auspices of Judicial Arbitration & Mediation Services, Inc. ("JAMS"). Such arbitration shall be initiated by the parties, or either of them, within ten (10) calendar days after either party sends notice of a demand to arbitrate (the "Arbitration Notice") to the other party and to JAMS. The Arbitration Notice shall contain a description of the subject matter of the arbitration, the dispute with respect thereto, the amount involved, if any, and the remedy or determination sought. Each party shall select a retired judge from the JAMS panel, and the two selected judges shall mutually agree on the third retired judge from the JAMS panel. If one of the parties does not select a retired judge from the JAMS panel within fourteen (14) calendar days after receipt of the Arbitration Notice, JAMS will select the second judge, and the judge selected by JAMS and the judge selected by the other party will select the third judge for the panel. The third judge is to be selected within ten (10) calendar days following the selection of the first two judges. The three judges will together serve as the Arbitrators. The arbitration shall be conducted in Los Angeles, California. Any party may be represented by counsel and/or other authorized representative. In rendering a decision(s), the Arbitrators shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of California and the terms of this Agreement. The decision of the Arbitrators shall be based on the evidence introduced at the hearing and accompanied by a written statement of decision as to each of the principal controverted issues. The agreement of two of the three Arbitrators as to the resolution of the dispute shall be a conclusive resolution. The Arbitrators shall deliver the written decision to the parties within thirty (30) calendar days following the date of the selection of the last of the Arbitrators. The decision shall be conclusive and binding, and it may thereafter be confirmed as a judgment by the Superior Court of the State of Page 16 of 18 California, subject only to challenge on the grounds set forth in the California Code of Civil Procedure Section 1286.2. The validity and enforceability of the decision of the Arbitrators is to be determined exclusively by the California courts. Attorney's Fees 8.06. In the event a dispute, claim or litigation arises regarding this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys' fees and actual costs, which may be set by the arbitrators or the court in the same action or in a separate action brought for that purpose, in addition to any other relief which is obtained. 8.07. Neither party shall be considered in default in any of its obligations under this Agreement 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, lightning, 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 Agreement 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. 8.08. Except as may otherwise be specifically provided herein, this Agreement may be modified or amended only by a written document executed by both Contractor and the City and approved as to form by the City Attorney. 8.09. The captions used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of the Agreement or any part thereof. Page 17 of 18 8.10. City reserves the right to award similar contracts to multiple contractors to ensure the City has adequate services. IN WITNESS WHEREOF, the parties have executed the Agreement on the dates shown below. City: City of Vernon �4 ` Name Leonis C. Ma bury Title: Mayor Date: < (017 ATTEST: 4mn ueIa Gir4n,iy e r k APPROVED TO FORM: Jeff Af if larri , City Attorney Contractor: Date: ., Name: Title: Date: Page 18 of 18 EXHIBIT A i u� s i f i cm -*OOP l `l B C 7 Mu in rIt a Lli ka co m a f P3 cq 0 A C V] O 0 O d uj cv� W) (D opoppp•c �op� N 0 c I-, CD O r O N N i j j U-,Z U O N O O O � V o 01 m n I co IL m a CO m c � c� m U ILny c of E W O N N C N m m c� T 0 T M ca a oos y m o ao .� a lz 0 Y! ili N fY 4 O N l0 mr, Roper Mobile Technology I Rugged computers for Public Safety Page 2 of 3 Across the nation, our rugged computing solutions are being used by law enforcement agencies, fire, rescue and EMS responders —where speed and accuracy are paramount and conditions are always less than optimal. Quick access to the right Information can mean the difference between life and death on a daily basis. The popularity of roper mobile technology in the arena of public safety has been due to their unique design and dependability —whether In a fire truck, on a motorcycle, in an ambulance or on foot. One Piece Does It All Our in -vehicle system eliminates the need for laptops and multi -component units that require cables. Our one-piece, slim display computer is designed to be mounted with minimal intrusion into the valuable cabin space of emergency cars and trucks. CPU, display, power supply and connection ports are all integrated in the single unit. Advantages of our design Include: • no modifications to dash board and seating area; clean mount solutions • fewer points of failure than removable computers • Increase in airbag compliance Information on the Scene Officers, agents, operators and team members can wirelessly gain access to mission critical data, allowing them to make on -.scene, knowledge based decisions. Applications include: • up-to-date building blueprints mapping entrances and exits • patient information records; diagnostics en route • GP5 navigation for faster arrival on the scene • 9-1-1 call information • criminal and vehicle background checks • drivers licenses,criminal mug shots, Images and fingerprints • real-time communication to dispatch and other units via text messaging; replaces- conventional 2-way radio system Rugged & Reliable In an emergency response situation, there Is no time to deal with delicate equipment. Intelligently designed computers mean that our units can withstand: • Extreme moisture, including heavy jets of water and flood conditions h e bec c be fe Roper Mobile Technology I Rugged computers for Public Safety Page 3 of 3 • Extreme heat, including fumes, smoke and fine dust • Extreme cold, Including Ice, snow and sleet • Extreme shock, including multiple drops to the pavement • Extreme vibration, including high speed chases over rocky terrain Easy to Use Easy access to data means finding Information faster and taking care of the job at hand. Our computers include: • Resistive touch screen that operates with the touch of a bare finger, gloved finger or other object • 1000+ NIT display allows readability in the glaring sunlight; includes dimmable knob for control and 120 degree viewing angle for driver and passenger comfort Products FieldUse _...__............................................. ...... ....... ..._................. _.... ........ ..........,................... ..-..-.......... Public Safety Logistics,--. Construction Government Transportation Roper Mobile Technology / 7450 South Priest Drive / Tempe, AZ 85283 P (480) 705-4200 / F (480) 705-4216 / salesCropermoblie.com Products I Compgr y I News I S. Wport (�ontacll: Copyright © 2007 Roper Mobile Technology All Rights Reserved, h e bec c be fe d WaMinty'-`JLT 1205 pS'-Hardwarr* 0 1. Product Warranty. JLT MOBILE COMPUTERS, INC (JLT) warrants JLT-1205-PS against defects in material and workmanship that occur during normal use for a period of SIXTY (60) MONTHS from the date of original purchase order as evidenced by Customers purchase order date. This warranty covers the computer only. The JLT 1205-PS display brightness may degrade over time based on use and environmental conditions. Display light degradation, rate of degradation and display brightness are not covered by this limited warranty. JLT warrants to the original purchaser or, for products purchased from an Integrator, Reseller, or OEM's to the original end -user that JLT-branded products will be free from defects in materials and workmanship from the date of original purchase order. Warranty Is extended solely to the original purchaser and is non transferable. A purchase receipt or other proof of date of original purchase will be required before warranty performance is rendered. This warranty only covers failures due to defects In materials or workmanship during the warranty period. JLT will, at its option: (1) provide new or rebuilt replacement parts necessary to repair the product, (2) replace the product with a comparable product. JLT or a JLT authorized third party service provider will provide labor to resolve warranty issues during the warranty period. JLT will determine how and where repair services are provided, and you may be required to deliver your product to a JLT authorized service location. Replacement parts or products will be new or serviceably used, comparable in function and performance to the original part or product, and warranted for the remainder of the original warranty period or, if longer, 30 days after they are shipped to you. Purchasing additional add -on products from JLT does not extend your warranty period. 2. Services and Service Warranty. — To obtain service under this limited warranty, you must follow JLT's warranty return procedures. If JLT requests the return of defective parts or product, you must do so within 7 days after you receive an (RMA) Return Material Authorization. (To acquiring an RMA, see Section 4). If you are located outside the United States, the details of your warranty service may vary as described below. THIS LIMITED WARRANTY COVERS NORMAL USE ONLY. JLT DOES NOT WARRANT AND IS NOT RESPONSIBLE FOR DAMAGES CAUSED BY MISUSE, ABUSE, ACCIDENTS, VIRUSES, UNAUTHORIZED SERVICE OR PARTS, OR THE COMBINATION OF JLT MANUFACTURED PRODUCTS WITH OTHER PRODUCTS. THIS LIMITED WARRANTY DOES NOT COVER SOFTWARE OR NON-JLT MANUFACTURED PRODUCTS. ANY WARRANTY APPLICABLE TO SOFTWARE OR NON-JLT BRANDED PRODUCTS IS PROVIDED BY THE ORIGINAL MANUFACTURER. JLT warrants that services provided by JLT will be performed in a professional and workmanlike manner. It is the customer's responsibility to back up all files before returning the product to JLT for service. JLT 1S NOT RESPONSIBLE FOR ANY LOSS OF DATA OR FOR PROPRIETARY INFORMATION LEFT ON THE UNIT Services beyond the normal scope of warranty will be billed on a Time and Materials basis at the current rate in effect at the time of repair plus parts. All Neglect & Abuse (see section 7), service/repair actions are billable repairs and JLT must have a purchase order in hand before repairs will commence. Repairs that are classified as Neglect/Abused shall require a minimum of seven (7) working days to complete, with extra time required for special cases such as shortage of parts. Customer is responsible for all shipping, Insurance and handling costs to and from JLT for warranty and non -warranty work performed by JLT. 3. Warranty Exceptions: This warranty does not cover losses or damages arising from: shipping, repairs, modifications, adjustments, or installation of options or parts by any person or entity other than a JLT authorized service center; excessive or inadequate electrical power surges or other irregularities: damages to computer system components caused by either internal or external equipment not supplied by JLT; connection shortages, or components not installed or purchased from JLT; special, incidental, or, consequential damage resulting from any breach of warranty or any other legal theory, including but not limited to lost profit, downtime, goodwill, damage to or replacement of equipment and property, and any cost recovering, reprogramming, or reproducing any program or data stored in or used with JLT products; damages to painted surfaces and touch screens due to physical abuse or excessive use; accidents, misuse, fire, flood, "Acts of God", or other contingencies beyond the control of JLT. In no event shall JLT be liable neither for any special incidental, consequential damages nor for any damages resulting from misuse or modification of any or all merchandise. Other than as expressly warranted herein by JLT, the customer waives all the implied warranties of merchantability, fitness for a particular purpose, or otherwise. This warranty does not cover peripherals, adaptor cables, keyboards, or radio cards used either internally (PCMCIA) or externally. DC power cords, DC to DC power filters and mounting apparatus are not covered by this warranty. It does not cover damage which occurs in shipment or failures which are caused by products not supplied by JLT, or failures which result from alteration, accident, misuse, introduction of liquid or other foreign matter into the unit, abuse, neglect, installation, maladjustment of consumer controls, Improper maintenance, modification or service by anyone other than the JILT Factory Service Center or authorized JLT Service Dealer, or damage that is attributable to acts of God. JLT does not guarantee that software will be free from errors, either In isolation or In combination with hardware. 4. Returns. — JLT does not accept returns of product once title has transferred, unless defective in materials or workmanship. To return products you must follow JLT's RMA procedures; including obtaining a return merchandise authorization (RMA) number and returning products within 7 days of receipt of an RMA number. Customer is responsible for all shipping, insurance and handling costs to and from JLT for warranty and non :warranty work performed by JLT. To obtain a Return Material Authorization number, please call JLT Mobile Computer, Inc at 480-705-4200 or contact us at supportO-iltmobilecomr)uters.com . Technical support for O/S (operating system) related issues are available directly from the O/S manufacturer. JLT may change the means through which it provides technical support at any time. 5. Disclaimer of Warranties; Limitation of Liability. EXCEPT FOR THE WARRANTIES EXPRESSED IN THIS AGREEMENT, JLT DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER APPLICABLE LAW. THE TERM OF ANY IMPLIED WARRANTIES THAT CANNOT BE DISCLAIMED ARE LIMITED TO THE TERM OF THIS AGREEMENT. JLT AND CUSTOMERS' MAXIMUM LIABILITY TO THE OTHER IS LIMITED TO THE PURCHASE PRICE YOU PAID FOR PRODUCTS OR SERVICES PLUS INTEREST AS ALLOWED BY LAW. NEITHER CUSTOMER NOR JLT IS LIABLE TO THE OTHER IF CUSTOMER OR JLT ARE UNABLE TO PERFORM DUE TO EVENTS CUSTOMER OR JLT ARE NOT ABLE TO CONTROL, SUCH AS ACTS OF GOD, OR FOR PROPERTY DAMAGE, PERSONAL INJURY, LOSS OF USE, INTERRUPTION OF BUSINESS OR PUBLIC SERVICE, LOST PROFITS, LOSS OF LIFE, LOSS OF DATA OR OTHER CONSEQUENTIAL, PUNITIVE OR SPECIAL. DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), AND STRICT LIABILITY OR OTHERWISE, OTHER THAN THOSE DAMAGES THAT ARE INCAPABLE OF LIMITATION, EXCLUSION OR RESTRICTION UNDER APPLICABLE LAW. 6. International Customers The standard warranty stated above also applies to JLT products shipped to a country outside the United States. International customers are responsible for all customs duties, VAT and other associated taxes and insurance charges. 7. Defining neglect/abuse The following are some examples of neglect/abuse actions and will be a judgment call by JLT's .repair center. All Neglect & Abuse service/repair actions are billable repairs requiring a purchase order prior to commencement of repairs. Examples of Neglect/Abuse: ➢ Excessive dirticontamination effecting performance specifications ➢ Spillage of liquids and other foreign substances in the products ➢ Unapproved modification of product ➢ Unapproved disassembly of product ➢ Defacement of manufacturing labels ➢ Scratched, contaminated, and/or damaged components either inside or outside the unit ➢ Loose or missing parts that could not have operated without it ➢ Broken/crackedldisfigured displays ➢ Broken/cracked/disfigured housings ➢ Broken/cracked/disfigured mounts ➢ Broken/Cracked plastic parts Internal/external ➢ Tom gaskets, seals, o-rings or other flexible parts ➢ Damaged external cables ➢ Use of abrasive cleaners or other unapproved cleaning materials ➢ Improper use of product ➢ Connection of product to unapproved power source Product that has been opened by unauthorized personnel ➢ Product that has been serviced by unauthorized personnel ➢ Charred or melted product and or parts ➢ Product exposed to environments beyond specification ➢ Product exposed to natural disasters ➢ Product returned with no trouble found (excessive return rates) ➢ Product improperly packaged for shipping or ESD (Electro Static Discharge), 8. Limits and Exclusions: There are no other express warranties except as listed above. JLT SHALL NOT BE LIABLE FOR LOSS OF DATA OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF THIS PRODUCT, OR ARISING OUT OF ANY BREACH OF THIS WARRANTY. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE LIMITED TO THE APPLICABLE WARRANTY PERIOD SET FORTH ABOVE. Some states do not allow the exclusion or limitation of incidental or consequential damages, or limitations on how long an implied warranty lasts, so the above limitations or exclusions may not apply to you. This limited warranty gives you specific legal rights, and you may also have other rights which vary from state to state. If a problem with your product develops during or after the warranty period, you may contact JLT at 1-480-705-4200 or contact www.'Itmobilecomputers.com . If the problem is not handled to your satisfaction, then write to JLT Mobile Computers, Inc. 7450 South Priest Drive, Tempe, AZ 85283. N 1. Software Warranty -JLT Mobile Computers, Inc. (referred to as "JLT") warrants to you only that the disk(s) or other media on which any programs which may be furnished will be free from defects in material and workmanship under normal use for a period of sixty (60) days from the date of delivery thereof to you, as evidenced by your purchase receipt. This is the only warranty JLT makes to you. JLT does not warrant that the functions contained in any programs will meet your requirements or that the operation of the programs will be uninterrupted or error free. JLT's entire liability and your exclusive remedy under this warranty shall be limited to the replacement, in the United States, of any defective disk or other media which is returned to JLT's authorized Service Center, together with a copy of the purchase receipt, within the aforesaid warranty period. Anything in the foregoing to the contrary not withstanding, JLT shall have no obligation for any defects in the disk(s) or other media on which the programs are furnished resulting from your storage thereof, or for defects that have been caused by operation of the disk(s) or other media otherwise than on the product or in the environment conditions other than those specified by JLT by alteration, accident, misuse, abuse, neglect, mishandling, misapplication, installation, maladjustment of consumer controls, improper maintenance, modification or damage that is attributable to acts of God. In addition, JLT shall have no obligation for any defects in the disk(s) or other media if you have modified, or attempted to modify any program. DURATION OF IMPLIED WARRANTIES, IF ANY, IS LIMITED TO SIXTY (60) DAYS. JLT ASSUMES NO RISK OF AND SHALL NOT IN ANY CASE BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE OR ANY OTHER LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL, PROFITS OR REVENUE, LOSS OF USE OF THE PROGRAMS OR. PRODUCTS OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES, OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF ANY PARTY DEALING WITH YOU FOR SUCH DAMAGES. Some states do not allow the exclusion or limitation of incidental or consequential damages, or limitations on how long an implied warranty lasts, so the above limitations or exclusions may not apply to you. This limited warranty gives you specific legal rights, and you may also have other rights which vary from state to state. This Limited Warranty will be governed by the laws of the State of Arizona, without regard to its conflict -of -laws rules. To obtain service or technical assistance within the continental U.S.A. and Alaska, call 1-480-7054200. EXHIBIT B EXHIBIT B Form Chany-e Order CHANGE Contract Number: Change Number: The requirements of the above designated Agreement are changed as follows: City and HBMI Solutions agree that HBMI Solutions' compensation shall be adjusted as follows: City and HBMI Solutions agree that HBMI Solutions' schedule shall be adjusted as follows: This adjustment covers the entire compensation for the Change set forth above and includes, but is not limited to compensation for all engineering, material, equipment, subcontracts, labor, overhead, profit, changes in scheduling and delays resulting, directly or indirectly, from the Change, as further detailed in the Agreement. HBMI Solutions, LLC City of Vernon By By Date Date as INSTRUCTIONS TO HBMI SOLUTIONS, LLC Contract Number: Instruction to HBMI Solutions Number: Date: Specific Instructions to HBMI Solutions: In accordance with the Terms and Conditions of the Agreement, the City classifies these instructions as: Supplementary instructions, not involving a Change (Should these instructions be, in the opinion of HBMI Solutions, a "Change", written notice thereof must be given to City within 10 days of the receipt of these instructions. If such written notice is given, HBMI Solutions shall not commence with the work so ordered until written agreement is reached on the classification of these instructions and on the resulting adjustment in contract compensation, if any.) In the event that City and HBMI Solutions fail to agree on the classification of these instructions or resulting adjustment in contract compensation, if any, refer to the Changes Section of the Agreement. A Change (HBMI Solutions shall, within 10 days of the receipt of these instructions, furnish City a statement of its proposal for adjustment in contract compensation occasioned hereby. HBMI Solutions shall not commence with the work so ordered until written agreement is reached on the resulting adjustment in contract compensation, if any.) In the event that City and HBMI Solutions fail to agree on the classification of these instructions or resulting adjustments in contract compensation, if any, refer to the Changes Sections of the Agreement. City Representative Date Please acknowledge receipt of this instruction by returning one copy signed in the space provided below. HBMI Solutions' signature hereon does not indicate his acceptance of the classification assigned hereto by City. HBMI Solutions' Representative Date XjjXAGEMENT OFFICE RISK ��EPARTMENT MEMORp,,�TDUM INTER- DATE: September 11, 2007 T0: Nelly Giron Clerk City � Willard G. Yamaguchi �( FROM: Chief Deputy City Attorney/Risk Manager RE: HBMI Solutions, LLC please be advised that insurance coverages for the above mentioned have been waived. purchase of 17 JLT Mobile Computrs 17 This concerns the p patrol vehicles. plastic domes for the police Departments wY/kr cc: Judy Lehr