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HomeMy WebLinkAbout2009 CON Day Wireless - City's Radio Communications EquipmentAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND U.S. MOBILE WIRELESS COMMUNICATIONS, INC., DBA DAY WIRELESS SYSTEMS THIS AGREEMENT is entered into this day of/�jek11 , 2009, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and U.S. MOBILE WIRELESS COMMUNICATIONS, INC., a corporation, dba Day Wireless Systems, (the "CONTRACTOR"). RECITALS WHEREAS, the CITY desires to employ a CONTRACTOR to provide general services related to two-way radio communications maintenance for the City of National City, including certain projects for the Police Department, the Fire Department, and Neighborhood Services of the City of National City. WHEREAS, the CITY has determined that the CONTRACTOR is a technical equipment repair and installation company specializing in public safety systems, and qualified by experience and ability to perform the services desired by the CITY, and the CONTRACTOR is willing to perform such services. WHEREAS, CONTRACTOR maintains, installs, and services two-way radio communications equipment; maintains infrastructure on site for mobile and portable radios related to two-way radios; services and rents cellular, portable and mobile radios; performs preventative maintenance on radios; and, relocates antenna cables. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONTRACTOR. The CITY hereby agrees to engage the CONTRACTOR and the CONTRACTOR hereby agrees to perform the services hereinafter set forth in accordance with all terms and conditions contained herein. The CONTRACTOR represents that all services required hereunder will be performed directly by the CONTRACTOR or under direct supervision of the CONTRACTOR. 2. SCOPE OF SERVICES. A. SCOPE OF SERVICES — POLICE DEPARTMENT. The CONTRACTOR shall perform the services set forth in Exhibits "A", "B", and "C", which generally consists of maintaining, installing, and servicing the department's two-way radio communications. POLICE DEPARTMENT also will have CONTRACTOR perform other related work such as radio installations, cableing, modem installations, antenna installations, and other work as directed and approved by the CHIEF OF POLICE. Day Wireless Agreement Through June 30, 2010 Page 1 of 1 B. SCOPE OF SERVICES — FIRE DEPARTMENT. The CONTRACTOR shall perform services as set forth in Exhibit "D", which generally consists of maintaining, inspecting and servicing the department's two-way radio communications systems. C. SCOPE OF SERVICES — NEIGHBORHOOD SERVICES. The CONTRACTOR shall perform the services set forth in Exhibit "E", which generally consists of relocating an 800 Mghz radio base station and antenna cable from the Redevelopment area to the Neighborhood Services back office located in City Hall. D. SCOPE OF SERVICES — AS NEEDED SERVICES. The CONTRACTOR shall perform services as needed and requested by the CITY, based on the labor rates set forth in Exhibit "F". The "Field Rate" applies to work performed by CONTRACTOR on CITY premises and the "Shop Rate" applies to work performed by CONTRACTOR done at its premises. The services which CITY may request CONTRACTOR to perform as needed, include but are not limited to maintaining, installing, and servicing two-way radio communications equipment; maintaining infrastructure on site for mobile and portable radios related to two-way radios; servicing and renting cellular, portable and mobile radios; performing preventative maintenance on radios; and, relocatimg antenna cables. E. The CITY may unilaterally, or upon request from the CONTRACTOR, from time to time reduce or increase the Scope of Services to be performed by the CONTRACTOR under this Agreement. Upon doing so, the CITY and the CONTRACTOR agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services, not to exceed a factor of 20% from the base amount for each department. 3. PROJECT COORDINATION AND SUPERVISION. Dave Noteware hereby is designated as the Project Coordinator for the POLICE DEPARTMENT, Mark Gundert hereby is designated as the Project Coordinator for the FIRE DEPARTMENT, Ron Williams is designated as the Project Coordinator for Neighborhood Services and for as -needed services. They will monitor the progress and execution of these Agreements as they pertain to their departments or areas of responsibility. The CONTRACTOR shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONTRACTOR. Amador Macias thereby is designated as the Project Director for the CONTRACTOR. 4. COMPENSATION AND PAYMENT. The total amount for all work performed under this Agreement shall not exceed fifty-seven thousand five dollars and four cents ($57,005.04). This total amount includes the following limits on the amounts payable based on the scopeS of work identified above in Section 2. A. POLICE DEPARTMENT The total cost for all work performed for the Police Department shall not exceed forty -thousand dollars ($40,000). This not to exceed amount includes the specific projects for the specific dollar amounts set forth in Exhibits "A", `B", and "C", which Day Wireless Agreement Through June 30, 2010 Page 2 of 2 total $25,700.00, and up to the remaining balance for additional as -needed work. The total cost for all work includes actual work performed and products. Billings shall include labor classifications, respective rates, hours worked, and materials, if any. B. FIRE DEPARTMENT The total cost for all work performed for the Fire Department shall not exceed $13,109.16, as detailed in Exhibit "D". The total cost for all work includes actual work performed and products. Billings shall include labor classifications, respective rates, hours worked, and materials, if any. C. NEIGHBORHOOD SERVICES The total cost for all work performed for Neighborhood Services shall not exceed $1,895.88, as detailed in Exhibit "E". The total cost for all work includes actual work performed and products. Billings shall include labor classifications, respective rates, hours worked, and materials, if any. D. AS -NEEDED SERVICES The total cost for all as -needed services performed for the CITY, other than for work referenced in Section 4.A., shall not exceed two -thousand dollars ($2,000). The total cost for all as -needed work includes actual work performed and products. Billings shall include labor classifications, respective rates, hours worked, and materials, if any. E. MAINTENANCE OF DOCUMENTS The CONTRACTOR shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY and for furnishing of copies to the CITY, if requested. 5. LENGTH OF AGREEMENT. The term of this Agreement is through June 30, 2010,. The parties may mutually agree to extend this Agreement on the same terms and conditions for three additional one-year terms. 6. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR for this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONTRACTOR hereby assigns to the CITY and CONTRACTOR thereby expressly waives and disclaims, any copyright in, and the right to reproduce, all written material, drawings, plans, specifications or other work prepared under this agreement, except upon the CITY's prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONTRACTOR Day Wireless Agreement Through June 30, 2010 Page 3 of 3 shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONTRACTOR agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium or method utilize the CONTRACTOR's written work product for the CITY's purposes, and the CONTRACTOR expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings or specifications prepared by the CONTRACTOR shall relieve the CONTRACTOR from liability under Section 14 but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 7. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners or joint venturers with one another. Neither the CONTRACTOR nor the CONTRACTOR'S employees are employee of the CITY and are not entitled to any of the rights, benefits, or privileges of the CITY's employees, including but not limited to retirement, medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONTRACTOR and the CONTRACTOR's employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONTRACTOR and its employees. Neither this Agreement nor any interest herein may be assigned by the CONTRACTOR without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONTRACTOR from employing or hiring as many employees, or subcontractors, as the CONTRACTOR may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONTRACTOR with its subcontractor(s) shall require the subcontractor to adhere to the applicable terms of this Agreement. 8. CONTROL. Neither the CITY nor its officers, agents or employees shall have any control over the conduct of the CONTRACTOR or any of the CONTRACTOR's employees except as herein set forth, and the CONTRACTOR expressly agrees not to represent that the CONTRACTOR or the CONTRACTOR's agents, servants, or employees are in any manner agents, servants or employees of the CITY, it being understood that the CONTRACTOR, its agents, servants, and employees are as to the CITY wholly independent contractors and that the CONTRACTOR's obligations to the CITY are solely such as are prescribed by this Agreement. 9. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, in the performance of the services to be provided herein, shall comply with all applicable State and Federal statutes and regulations, and all applicable ordinances, rules and regulations of the City of National City, whether now in force or subsequently enacted. The CONTRACTOR, and each of its subcontractors, shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. Day Wireless Agreement Through June 30, 2010 Page 4 of 4 10. LICENSES, PERMITS, ETC. The CONTRACTOR represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONTRACTOR represents and covenants that the CONTRACTOR shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONTRACTOR to practice its profession. 11. STANDARD OF CARE. A. The CONTRACTOR, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONTRACTOR'S trade or profession currently practicing under similar conditions and in similar locations. The CONTRACTOR shall take all special precautions necessary to protect the CONTRACTOR's employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this agreement, the CONTRACTOR warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONTRACTOR's professional performance or the furnishing of materials or services relating thereto. C. The CONTRACTOR is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONTRACTOR has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONTRACTOR has notified the CITY otherwise, the CONTRACTOR warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONTRACTOR to use due diligence under this sub -paragraph will render the CONTRACTOR liable to the CITY for any increased costs that result from the CITY's later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 12. NON-DISCRIMINATION PROVISIONS. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONTRACTOR will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONTRACTOR agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 13. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONTRACTOR certain confidential information to enable the Day Wireless Agreement Through June 30, 2010 Page 5 of 5 CONTRACTOR to effectively perform the services to be provided herein. The CONTRACTOR shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONTRACTOR shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 13, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONTRACTOR, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONTRACTOR without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONTRACTOR by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONTRACTOR shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONTRACTOR shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONTRACTOR shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 14. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR agrees to defend, indemnify, and hold harmless the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONTRACTOR's negligent performance of this Agreement. 15. WORKERS' COMPENSATION. The CONTRACTOR shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar state or Federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONTRACTOR under this Agreement. 16. INSURANCE. The CONTRACTOR, at its sole cost and expense, shall purchase and maintain, and shall require its subcontractors, when applicable, to purchase and maintain throughout the term of this agreement, the following insurance policies: ❑ A. If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 Day Wireless Agreement Through June 30, 2010 Page 6 of 6 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). C. Comprehensive general liability insurance, with minimum limits of $1,000,000 combined single limit per occurrence and $2,000,000 in the aggregate, covering all bodily injury and property damage arising out of its operation under this Agreement. D. Workers' compensation insurance covering all of CONTRACTOR's employees, with limits sufficient to satisfy statutory requirements. In addition, the policy shall be endorsed with a waiver of subrogation as to the CITY. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. Said policies, except for the professional liability and worker's compensation policies, shall name the CITY and its officers, agents and employees as additional insureds, and additional insured endorsements shall be provided. G. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. H. Any aggregate insurance limits must apply solely to this Agreement. I. Insurance shall be written with only California admitted companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the City's Risk Manager. J. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY's Risk Manager. If the CONTRACTOR does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. K. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 17. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall Day Wireless Agreement Through June 30, 2010 Page 7 of 7 not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 18. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 19. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONTRACTOR. During said 60-day period the CONTRACTOR shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONTRACTOR in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONTRACTOR as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONTRACTOR shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONTRACTOR's breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 6. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONTRACTOR; (2) a reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONTRACTOR. 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return Day Wireless Agreement Through June 30, 2010 Page 8 of 8 receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To the CITY: Chief of Police City of National City 1243 National City Boulevard National City, CA 91950-4301 To the CONTRACTOR: Amador Macias Day Wireless Systems 8300 Juniper Creek Lane Suite 100 San Diego, CA 92126-1072 Fire Chief City of National City 1243 National City Blvd National City, CA 91950 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-eight (48) hours by letter mailed or delivered as specified in this Section. 21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONTRACTOR shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONTRACTOR also agrees not to specify any product, treatment, process or material for the project in which the CONTRACTOR has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONTRACTOR shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONTRACTOR shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONTRACTOR has a financial interest as defined in Government Code Section 87103. The CONTRACTOR represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONTRACTOR shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONTRACTOR shall file a Statement of Economic Interests with the City Day Wireless Agreement Through June 30, 2010 Page 9 of 9 Clerk of the City of National City in a timely manner on forms which the CONTRACTOR shall obtain from the City Clerk. The CONTRACTOR shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 21 by the CONTRACTOR. 22. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. J. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. K. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, Day Wireless Agreement Through June 30, 2010 Page 10 of 10 and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. L. No Inducement. Each of the Parties to this Agreement acknowledges for itself that it has read this Agreement and fully understands its contents and consequences and has voluntarily executed it. Each of the parties also warrants that no promise or inducement has been made or offered by any of the Parties, except as set forth herein, and that this Agreement is not executed in reliance upon any statement of representation of any of the Parties or their representatives, concerning the nature and extent of the injuries, damages or legal liability thereof. The Parties further represent that they have been represented by legal counsel during the course of the negotiations leading to the signing of this Agreement, and that they have been advised by legal counsel with respect to the meaning of this Agreement and its legal affect. M. Severance. If any court of competent jurisdiction declares or determines that any provision in this Agreement is illegal, invalid or unenforceable, the legality, validity, and enforceability of the remaining parts, terms and provisions, will not be affected. The provision found illegal, unenforceable, or invalid shall be deemed not a part of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY B Ron Morrison, Mayor APPROVED AS TO FORM: George ,H. Eiser, III City Attorney U.S. MOBILE WIRELESS COMMUNICATIONS, INC., DBA DAY WIRELESS SYSTEMS (Corporation - signatures of two corporate officers) By: Gordon D. Day, Prei By: Jack Gilbert, Gilbert, CEO Day Wireless Agreement Through June 30, 2010 Page 11 of 11 EXHIBIT A. DAY WIRELESS SYSTEMS SERVICE AGREEMENT dba: US Mobile Wireless Communications, Inc. 8300 Juniper Creek Lane STE 100 DATE 9/9/2009 San Diego, CA 92126 858-537-0709 Fax: 858-537-9570 CUSTOMER NAME: ATTN. BILLING ADDRESS: CITY: CONTRACT START DATE: 7/1/2009 City of National City - Police Department Accounts Payable 1243 National City Blvd. National City ZIP 91950 YES AUTO RENEWAL: NO CUSTOMER #: NAT140 WIRELESS SYSTEMS CUSTOMER/AGREEMENT: 565-00 CUSTOMER CONTACT: Dave Noteware - Support Services Manager TELEPHONE t FAX #: 619=336-4509 Fax: 619=336-4525 EXPIRATION DATE: 6/30/201'0 PAGE 1 OF 1 MMEN TUB AGREEMENT IS ACCEPTED BY MS MOBILE VARELE55. THE EQUIPMENT ON ENE CUSTOMEAAGNEEMENT ORDER. REFERENCED ABOVE W LL BE SERVICED BY U S. MOBILE DMOLE551N ACCORDANCE WTN THE TERMS AND CONDIT ON5 PASTED ON ATTACHMENT THIS AGREEMENT ODES NOT INCLUDE REPLACEMENT°, ANTENNAS, BATTERIES. OR SERVICE JEAN., TRANSMLSSION LINE. ANTENNA, TOWER OR TONER LIONTING UNLESS PLACE OF SERVICE MON rHLY SVC AMOUNT s►ECM. INSTRUCTIONS: QTY MODEL NUMBER/SERIAL NUMBER/DESCRIPTION CUSTOMER LOCATION SVC CIA ERNE... SVCCTR MAIL -IN HOURS OF SERVICE: 8:00 AM TO 4:30 PM Monday thru Friday excluding weekends and PER UNIT EXTENDED holidays. 3 Mobile Control Stations* X 9.00 27.00 3 Reomote Op Positions* X 74,00 222.00 An annual preventative maintenance inspection is included in this contract and is to be 1 Spectra Consolette Existing` X 25.00 25.00 scheduled by a representative of National City Police Department. 1 Ethernet Router* X 15.00 15.00 1 Ethernet Switch* X 15.00 15.00 This contract includes all parts and Tabor with the exception of antennas, batteries, cables 1 Tensor Channel Bank* X 25,00 25,00 programming, physical abuse and water/checmical damage. Contract also does not cover 9 XTL5000 Consolettes* X 9.00 81.00 gooseneck macs, foot pedals or headset jacks. 3 BDA X 20.00 60.00 15 Astro Mobiles X 8.00 120.00 17 XTS3000 Portables X 8.00 136.00 *Denotes that this equipment is covered under 24/7/365. 67 XTS5000 Portables X 8.00 536.00 20 XTS2500 (warranty) X 2.00 40.00 Contract included pick up and delivery of portables. 6 XTS5000 Portables (Warranty X 2.00 12.00 [ X ] NEW [I ADJUSTMENT AGREEMENT AGREEMENT# 56 Astro Mobiles (Warranty) X 4.00 224.00 3 Moto Astros (Warranty) X 4.00 12.00 Adak/nal INABAA OEMR4NS and DOTIDAbns of This SERVICE AGREEMENT mewled on pap. 2. AUTHORIZED CUSTOMER SIONATUREIP.0,I TITLE DATE IS P.O. REQUIRED? I I YES, ATTACH P.O. I 1 NO (858) 537-0709 _ PAYMENT CYCLE: TAX EXEMPT: [ J ANNUALLY ( J YES, ATTACH EXEMPT [ J SEMI-ANNUALLY CERTIFICATE [x1 QUARTERLY [ X J NO [ I MONTHLY [ J OTHER (SPECIFY IN SPECIAL INSTRUCTIONS) TOTAL PER MONTH $1,550.00 TAXES $27.18 TOTAL $1,577.13 SERVICE REPRESENTATIVE (SIGNATURE) TELEPHONE # Joe Carrillo (858) 518-4838 THE ABOVE SERVICE AMOUNT IS SUBJECT TO STATES LOCAL TAXING JURISDICTIONS, TO BE VERIFIED BVDAVWIRELESS SERVICE REPRESENTATIVE (PRINT NAME) CELL PHONE fT DAY WIRELESS SYSTEMS MAINTENANCE AGREEMENT TERMS &CONDITIONS 1. DEFINITIONS, "DINS" shall mean Day Wireless Systems: "Licensee" shall mean and apply to the FCC Licensee, or the User, or the Purchaser of the equipment to be maintained by the terms of this agreement. 2. PERFORMANCE OF MAINTENANCE. DWS agrees to provide maintenance (as defined. below) for the Licensee of the equipment described on the previous page of this agreement beginning and ending on the dates indicated in consideration of Licensee's payment of the monthly maintenance charges. Maintenance shall include the labor end .parts required to repair equipment, which has become defective through normalWearand usage. 3. MAINTENANCE -STANDARDS. a. The equipment •will be maintained by: DWS in accordance with these standardst•(I) Motorola parts of equal quality used; (II) off, water, dust and foreign substances will be removed from the equipment; (III) the equipment will not be subject to mechanical abuse; (IV) the equipment will be maintained at the levels necessary to provide the required communication; (V) routine maintenance procedures will be followed; and (VI) all maintenance work will be done by qualified technicians. The equipment will be inspected and adjusted periodically and as often as required'. Maintenance service does not insure. uninterrupted operation of the. equipment. b. EXCEPT FOR THE FOREGOING, DWS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS. FOR A PARTICULAR PURPOSE. 4. TIME AND PLACE OF MAINTENANCE WORK, Maintenance work on the base station and other fixed equipment shalt be performed at the location of the equipment, and the Licensee shall furnish heat, light, and power at the locations. Mobile units and removable equipment shall be delivered by the Licensee to the place of service indicated on the previous page of this agreement. 5. EXCLUSIONS. • a. This agreement does not include maintenance of any -transmission line, antennas, tower, or tower lighting, unless such work is described en the previous page of this agreement, such maintenance may furnished upon request at mileage, materials, and.labor rates prevalling at the time of each call. b. Maintenance does not include the repair or replacement of equipment which has otherwise become defective; Including, but not limited to, damage caused by accidents, physical abuse or misuse of the equipment, acts of God, fires, and does not include extensive maintenance or replacement of equipment due to Interference, intermodulation, or other degradingrsignals causing poor service that the equipment Is not designed to reject. 6. PAYMENT. a: DWS shall Invoice Licensee on a monthly, quarterly, semi annual or annual basis for all amounts due under this agreement. Licensee agrees that payment shalt be made in ten (10) days after the -date of the invoice. b. Each Invoice shall be due and, payable whether or not the equipment Is operating, and DWS may terminate this agreement by giving Licensee ten (10) days notice by certified meilif the Licensee defaults in Its payrrtent to DWS. 7. FCC RECORDS. Application and statements of fact when required by the Federal Communications Commission must be subserlbed and sworn to by the Licensee, and the Licensee is responsible for. meeting FCC requirements. Hewever,.DWS wilt provide the Licensee withforms, advice, and technical assistance, including. -frequency, modulation and power measurements, lei aid innmeeting thoseregUirements. 8.. INTERRUPTION OF SERVICE. The Licensee shall notify DWS In the event of. the failure or malfunction of the unit WOWS falls to repair the unit within a. reasonable time, the Licensee shall nctifythe Headquarters Office In writing After said notice from the Licensee to the Headquarters Office, DWS shall be liable for any Interruption or interference affecting. the use of or. transmission through the equipment maintained to the extent of a pro rate allowance based on the monthly maintenance fee for the lime such interruption or interference Is attributable to the fault of DWS. 9. FORCE MAJEURE. DWS shall not be responsible for any damages, delay in performance or failure to perform under this Agreement if such damage, delay in performance, or failure 10 perform is caused by any acts or omissions of Licensee,. fire, strike, or other labor disputes, embargo, government regulations or requirements (legislative, judicial, military or otherwise), power failure, electrical power. surges or current fluctuations, lightning strike, flood war, water, the elements, or other forces of nature, d.etayt.pl.fallhres of transportation, equipment shortages,.suppllers' (ailures or other causes beyond its reasonable control, whether or not similar to the foregoing. 10. AUTOMATIC RENEWAL. After the "Date Maintenance Ends" indicated on the .previous page of this agreement) this agreement shall continue for successive additional periods of 1 month, provided that either DWS or the Licensee may terminate this agreement on the "Date Maintenance Ends" or thereafter upon 30 days written notice to the other party sent bycerlilled mail to the address indicated herein, 11. WAIVER. Failure or delay on the part' of DWS to exercise any right, power, or privilege hereunder shall not operate as a waiver thereof. 12. PRIOR NEGOTIATIONS. This contract constitutes the entire agreement of the. parties hereto and shall supersede all prior offers, negotiations, and agreements. 13. AMENDMENT. No revision of This agreement shall be valid unless made in writing and signed by. a General Manager or corporate officer of DWS and an authorized agent of the Licensee. 14. CONTROLLING LAW. The parties agree that the terns of this Agreement shall be interpreted in accordance with the. laws of the state of Oration. Licensee agrees that venue of any action to enforce this Agreement shall be in Multnomah County, Oregon. 15. WAIVER OF BREACH. The waiver by DWS of, any term under this Agreement is not a waiver of any other term or the waiver of the same term at any other time. 16. NOTICES. Any notice. required or permitted to be given under any of the provisions of this Agreement -or governing law shall be given in writing and either hand. delivered or sent by certified first class mall, postage prepaid, to the Licensee's address on the face of this Agreemeht and to DWS et 4700 SE International Way, Milwaukie, OR 97222. 17. ATTORNEYS' FEES. In the. event DWS retains an attorney to compel compliance with the terms of this Agreement, DWS shall be entitled to recovery attorneys' fees, collection costs incurred, and anynther associated fees and charges. 18. SE (EAABLLITY. if any portion of this Agreement is declared invalid, the remainder of this Agreement shall continue to be binding upon the parties. 19.'EN7l E AGREEMENT. This Agreement constitutes the entire Agreement between licensee and DWS. This Agreement may be amended only by written instrument executed by both parties: 20. LIMITATION OF LIABILITY. In no event shall DWS•be responsible to the.Licensee for any indirect, special or consequential damages or lost profits arising out of or telaled to this Agreement or the performance or breach thereof.. AWS's liability to the Licensee, if any, shall in no event exceed the . total amount paid hereunder to DWS by the Licensee-. � a W-IR,E'EFSS SYSTEMS' CUSTOMER INITIAL DATE Day Wireless Systems 8300 Juniper Creek Lane Ste. 100 San Diego, CA 92126 858-537-0709 fax 858-537-9608 tmployee Name Amador Macias Emp # Position Project, Manager Region Department Service Manager 3819 San Diego Joe Carrillo EXHIBIT B Quote No. 31096-A QUOTATION Dates First Contact 6/29/2009 Quote Issued Accept/Reject Command Vehicle Quantity Price Labor to install (2) modems power cables and antenna wiring. Parts: Misc. Hardware $1,360.00 TOTAL $1,360.00 $50.00 Customer Customer National City PD Contact Dave Noteware Address 1200 National City Blvd. City National City State CA. ZIP 91950-4302 Email dnoteware(c�nationalcitvca.gov Phone 619-336-4509 Fax 619-336-4525 Status ® Establr hed Customer 0 New Customer 0 Prospective Customer Parts $50.00 Shipping State Sales Tax $1.00 $4.88 Labor $1,360.00 TOTAL $1,415.88 Notes Work to be performed during normal working hours. Customer to provide Modems and Antennas. Office Use Only Quote good for 90 days EXHIBIT C Day Wireless Systems 8300 Juniper Creek Lane, Suite 100 San Diego, CA 92126 Proposal Customer: Contact: Address: Email: Phone/Fax: National City Police Department Date: Acct #: Quotation No NC Vendor: 3/2/2009,. Dave Noteware 1200 National City Blvd. dnoteware©nationalcitvca.gov NAT140 202rev01 ;. 07988 €€, 619-336-4509 Item Quantity Description Unit Cost Extended k- 1 1 806-869 MHz Public Safety BDA • 510 Series CSI $ 2,300.00 $ 2,300.00 2 1 800 MHz Indoor Antenna $ 73.82 $ 73.82 3 1 800 MHz Omni Outdoor Marine Antenna w Hardware, NF Connector $ 275.00 $ 275.00 +`d 4 100 1/2" Transmission Line $ 2.77 $ 277.00 5 4 1/2" N Male Connectors $ 23.50 $ 94.00 'S 6 1 Misc Hardware $ 100.00 $ 100.00 :-tE: 7 1 Labor to Install BDA in Security Office at Plaza Bonita $ 1,840.00 $ 1,840.00 Equip Total $ 2,300.00 Parts Total $819.82I Labor Quoted is for work performed during normal business hours: M-F, 8AM to 4:30PM Shipping $74.40 $1,840.00'�%:. Labor Tax ',0{,1g seem "- TOTAL Scope of Work Thank you for the opportunity to provide you with this information. Please refer to the above quotation number when contracting for this work. Please contact me if I may be of further assistance. This quotation is good for 60 days. Name Andy Grimm Office Ph: 856 537 0709 or 858-864-3660 Cell Fax: 858-537.9608 Email: aarimmColdavwireless.com MOTOROLA Authorized Channel Partner Manufacturers Representative Federal Markets Day Wireless Systems Confidential Quote Page 1 Exceptions Quotation is based on performance of labor during regular working hours of 8:00 am through 5:00 pm. Customer requests for work to be performed outside of these parameters may be accommodated and billed at established shop rates unless addressed in this or other valid quotation. All prices quoted herein are firm for 60 days and are based on information known by me as of this date. If Customer's specifications or other circumstances change, please contact me for a re -quotation. This quotation supersedes all previous quotations for the same scope of work. To bill on account after completion of work, Customer must have an established line of credit with Day Wireless Systems, Inc. If Customer does not have such line of credit, a down payment of the quoted price may be requested prior to performing any work for Customer. TAXES: All prices herein exclusive Washington State Sales Tax. Any tax or other governmental charge now or hereafter levied upon or measured by the transaction between Day Wireless Systems, Inc. and the agency accepting this quotation shall be paid by such person, corporation, or agency accepting this quotation, in addition to any prices quoted or invoiced by Day Wireless Systems, Inc. Payment Terms: Net 30 Days from date DAY WIRELESS receives equipment. Customers are welcome to inspect equipment to ensure Day Wireless has received equipment and in good working condition. All labor charges are net 30 days after completion of specified work. There will be a 20% Re- stocking fee for all returned or canceled orders. Authorized By: Date All returned or canceled orders may be subject to a 20% restocking fee Day Wireless Systems Confidential Quote Page 2 EXHIBIT D DAY WIRELESS SYSTEMS SERVICE AGREEMENT dba: US Mobile Wireless Communications, Inc. 8300 Juniper Creek Lane STE 100 DATE 2/4/2009 San Diego, CA 92126 858-537-0709 Fax: 858-537-9570 CUSTOMER NAME: NATIONAL CITY -FIRE DEPT CUSTOMER #: NAT1 30 WIRELESS SYSTEMS ATTN: BRENDA HODGES 619-336-4570 CUSTOMER/AGREEMENT: 560-00 BILLING ADDRESS: 1243 NATIONAL CITY BLVD CITY: National City STATE: CA ZIP 92050 CONTRACT START DATE 2/1/2009 YES AUTO RENEWAL. NO CUSTOMER CONTACT CAPT. MARK GUNDERT/JUDY WILKINS 619-336-4550 TELEPHONE / FAX #: 619-336-4550/619-336-4562 JWILKINS@NATIONALCITY.GOV EXPIRATION DATE. 1 /31 /2010 PAGE 1 OF 2 WHEN THIS AGREEMENT IS ACCEPTED BY US MOBILE YARELESS, THE EOUNMENT ON THE CUSTOMERIPOREEMENT ORDER REFERENCED ABOVE WILL BE SERVICED BY U S MONNE VARELESS IN ACCORDANCE WTN THE TERMS AND CONDITIONS PRINTED ON ATTACHMENT. THIS AGREEMENT COES NOT INCLUDE REPLACEMENT OF ANTENNAS. BATTERIES. OR SERVILE OF ANY TRANSMISSION LINE. ANTENNA. TOWER OR TOWER LIGHTING UNLESS SUCH MAN IS DESCRIBED BELOW PLACE OFSGRVICE MON EHLY SVC AMOUNT SPECIAL INSTRUCTIONS: HOURS OF SERVICE: 8:00 AM TO 4:30 PM Monday thru Friday. CITY MODEL NUMBER/SERIAL NUMBERIDESCRIPTION CUSTOMER LCCAoo, SVC CTR DR5E.M SVCCTR MAE.IN PER UNIT EXTENDED EXCLUDING WEEKENDS and HOLIDAYS. 4 Astro XTL5000 Mobile Control Station x 15.00 60.00 24 Astro XTL5000 Mobiles 3 W/Dual CH x 15.00 360.00 An annual preventive maintenance inspection is included in this contract and is to be 33 XTS5000 Portables x 9.00 297.00 scheduled by a representative of the FIRE DEPT. 6 XTS3000 Portable x 9.00 54.00 30 Vehicular Tri-chem charger x 7.50 225.00 This contract includes all parts and labor with the exception of antennas, batteries, cables, 2 Battery Maint Systems x 3.00 6.00 programming, physical abuse and water/chemical damage. 4 Impress Rapid Rate Chargers x 3.00 12.00 17 Speaker Mics x 2.00 34.00 5 Desktop chargers Model AA1670 x 3.75 18.75 1 Batt Maint System Model WPLN4079BR x 9.00 9.00 0.00 0.00 [X ] NEW [ ] RENEWAL AGREEMENT AGREEMENT# Additional terms, definitions end conditions of this SERVICE AGREEMENT ere printed on We reverse side. AUTHORIZED CUSTOMER SIGNATUREJP.O.B TITLE DATE IS P.O. REQUIRED? Lx1 YES, ATTACH P.O. [ 1 NO (858) 537-0709 PAYMENT CYCLE: TAX EXEMPT: [ ] ANNUALLY [ ] YES, ATTACH EXEMPT [ ] SEMI-ANNUALLY CERTIFICATE [ ] QUARTERLY [ x ] NO Ix] MONTHLY [ 1 OTHER (SPECIFY IN SPECIAL INSTRUCTIONS) TOTAL PER MONTH $1,075.75 TAXES 16.68 TOTAL $1,092.43 SERVICE REPRESENTATIVE (SIGNATURE) TELEPHONE # Joe Carrillo (858) 518-4838 THE ABOVE SERVICE AMOUNT 15 SUBJECT TO STATE 3 LOCAL TAXING JURISDICTIONS, TO BE VERIFIED BY DAY WRELESS SERVICE REPRESENTATIVE (PRINT NAME) CELL PHONE # DAY WIRELESS SYSTEMS MAINTENANCE AGREEMENT TERMS &CONDITIONS 1. DEFINITIONS. "DWS" shall mean Day Wireless Systems. "Licensee" shall mean and apply to the FCC Licensee, or the User, or the Purchaser of the equipment to be maintained by the terms of this agreement. 2. PERFORMANCE OF MAINTENANCE. DWS agrees to provide maintenance (as defined below) for the Licensee of the equipment described on the previous page of this agreement beginning and ending on the dates indicated In consideration of Licensee's payment of the monthly maintenance charges. Maintenance shall include the labor and parts required to repair equipment, which has become defective through normal wear and usage. 3. MAINTENANCE STANDARDS. a. The equipment will be maintained by DWS in accordance with these standards: (I) Motorola parts of equal quality will be used; (II) oil, water, dust and foreign substances will be removed from the equipment; (III) the equipment will not be subject to mechanical abuse; (IV) the equipment will be maintained at the levels necessary to provide the required communication; (V) routine maintenance procedures will be followed; and (VI) all maintenance work will be done by qualified technicians. The equipment will be inspected and adjusted periodically and as often as required. Maintenance service does not insure uninterrupted operation of the equipment. b. EXCEPT FOR THE FOREGOING, DWS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 4. TIME AND PLACE OF MAINTENANCE WORK. Maintenance work on the base station and other fixed equipment shall be performed at the location of the equipment, and the Licensee shall furnish heat, light, and power at the locations. Mobile units and removable equipment shall be delivered by the Licensee to the place of service indicated on the previous page of this agreement. 5. EXCLUSIONS. a. This agreement does not include maintenance of any transmission line, antennas, tower, or tower lighting, unless such work is described on the previous page of this agreement, such maintenance may be furnished upon request at mileage, materials. and labor rates prevailing at the time of each call. b. Maintenance does not include the repair or replacement of equipment which has otherwise become defective, including, but not limited to, damage caused by accidents, physical abuse or misuse of the equipment, acts of God, fires, and does not include extensive maintenance or replacement of equipment due to Interference, intermodulation, or other degrading signals causing poor service that the equipment is not designed to reject. 6. PAYMENT. a. DWS shall invoice Licensee on a monthly, quarterly, semi annual or annual basis for all amounts due under this agreement. Licensee agrees that payment shall be made in ten (10) days after the date of the invoice. b. Each invoice shall be due and payable whether or not the equipment is operating, and DWS may terminate this agreement by giving Licensee ten (10) days notice by certified mail if the Licensee defaults in its payment to DWS. 7. FCC RECORDS. Application and statements of fact when required by the Federal Communications Commission must be subscribed and sworn to by the Licensee, and the Licensee is responsible for meeting FCC requirements. However, DWS will provide the Licensee with forms, advice, and technical assistance, including frequency, modulation and power measurements, to aid In meeting those requirements. 8. INTERRUPTION OF SERVICE. The Licensee shall notify DWS In the event of the failure or malfunction of the unit If DWS fails to repair the unit within a reasonable time, the Licensee shall notify the Headquarters Office in writing. After said notice from the Licensee to the Headquarters Office, DWS shall be liable for any Interruption or interference affecting the use of or transmission through the equipment maintained to the extent of a pro rate allowance based on the monthly maintenance fee for the time such interruption or interference is attributable to the fault of DWS. 9. FORCE MAJEURE. DWS shall not be responsible for any damages, delay In performance or failure to perform under this Agreement if such damage, delay in performance, or failure to perform is caused by any acts or omissions of Licensee, fire, strike, or other labor disputes, embargo, government regulations or requirements (legislative, judicial, military or otherwise). power failure, electrical power surges or current fluctuations, lightning strike, flood war, water, the elements, or other forces of nature, delays or failures of transportation, equipment shortages, suppliers' failures or other causes beyond its reasonable control, whether or not similar to the foregoing. 10. AUTOMATIC RENEWAL. After the "Date Maintenance Ends" indicated on the previous page of this agreement, this agreement shall continue for successive additional periods of 1 month, provided that either DWS or the Licensee may terminate this agreement on the "Date Maintenance Ends" or thereafter upon 30 days written notice to the other party sent by certified mail to the address indicated herein. 11. WAIVER. Failure or detay on the part of DWS to exercise any right, power, or privilege hereunder shall not operate as a waiver thereof. 12. PRIOR NEGOTIATIONS. This contract constitutes the entire agreement of the. parties hereto and shall supersede all prior offers, negotiations, and agreements. 13. AMENDMENT. No revision of this agreement shall be valid unless made in writing and signed by a General Manager or corporate officer of DWS and an authorized agent of the Licensee. 14. CONTROLLING LAW. The parties agree that the terms of this Agreement shall be interpreted in accordance with the laws of the state of Oregon. Licensee agrees that venue of any action to enforce this Agreement shall be in Multnomah County, Oregon. 15. WAIVER OF BREACH. The waiver by DWS of any term under this Agreement is not a waiver of any other term or the waiver of the same term at any other time. 16. NOTICES. Any notice required or permitted to be given under any of the provisions of this Agreement or governing law shall be given in writing and either hand delivered or sent by certified first class mail, postage prepaid, to the Licensee's address on the face of this Agreement and to DWS at 4700 SE International Way, Milwaukie, OR 97222. 17. ATTORNEYS' FEES. In the event DWS retains an attorney to compel compliance with the terms of this Agreement, DWS shall be entitled to recovery attorneys' fees collection costs incurred, and any other associated fees and charges. 18. SEVERABILITY. [f any portion of this Agreement is declared invalid, the remainder Of this Agreement shall continue to be binding upon the parties. 19. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement between Licensee and DWS. This Agreement may be amended Only by written instrument executed by both parties. 20. LIMITATION OF LIABILITY. In no event shall DWS be responsible to the.Licensee for any indirect, special or consequential damages or lost profits arising out of or related to this Agreement or the performance or breach thereof. DWS's liability to the Licensee, if any, shall in no event exceed the total amount paid hereunder to DWS by the Licensee. WIRELESS SYSTEMS CUSTOMER INITIAL DATE Day Wireless Systems 8300 Juniper Creek Lane Ste. 100 San Diego, CA 92126 858-537-0709 fax 858-537-9608 Employee Name Amador Macias Position Project Manager Department Service Emp # Region Manager 3819 San Diego Joe Carrillo National City Neighborhood Services Division Relocate antenna cable to Neighborhood Services Office and install base station radio. Parts: Misc. Hardware Customer Customer Address City ZIP Phone National City 1243 National City Boulevard National City 91950-4301 619-336-4364 Contact Vianey Rolon State Ca Email vrolon(anationalcitv.ca.gov Fax Status 0 Establlthed Customer 0 New Customer 0 Prospective Customer Quantity Notes 1 1 Quote No. 3819 9-21-09 QUOTATION Dates First Contact 9/21/2009 Quote Issued Accept/Reject Price $1,840.00 $50.00 Parts Shipping State Sales Tax Labor TOTAL TOTAL $1,840.00 $50.00 $50.00 $1.00 $4.88 $1,840.00 $1,895.88 Work to be performed during normal working hours. Monday - Friday 8am 4:30pm Office Use Only Quote good for 90 days DAY WIRELESS SYSTEMS SAN DIEGO TECH/INSTALL/REMOVAL RATES TIME AND MATERIAL RATES Technical Rate (1 hr. minimum, then quarterly) Installation Rate (1 hr. minimum) *all field work will be charged port to port travel MOBILE INSTALLATION RATES Standard Dash mount radio Premium Trunk Type Mount, Multi Component Customized — huge trucks, hvy equip, buses, etc. Antenna Installation Dual Control Head PUBLIC SAFETY INSTALLATION RATES Lightbar (includes siren) Electronic siren/speaker Wigwag flasher package, headlights Rear deck lighting package Shotgun rack/lock assembly (STANDARD) Map reading light Strobe lights SHOP RATE $140.00/hr $115.00/hr SHOP RATE $230.00 $290.00 T&M $ 70.00 Add $70.00 SHOP RATE ONLY $800.00 $280.00 $280.00 $280.00 $100.00 $35.00 $280.00 PUBLIC SAFETY UNDERCOVER INSTALLATION (add to mobile radio install rates) Disguised control head/mic Headliner mic Disguised antenna Concealed trunk unit Window Tint (flat rate is vehicle specific) MOBILE REMOVAL RATES Mobile radio, front mt Mobile radio, rear mt Strobe lights Electronic siren Lightbar w/siren Light switches (ea) Disguised red Tight Gun rack FIELD RATE $140.00/hr $115.00/hr FIELD RATE $287.50 $345.00 T&M $115.00 $115.00 SHOP RATE ONLY $ 345.00 $70.00 $172.50 T&M $Flat rate SHOP RATE ONLY $180.00 $180.00 $115.00 $70.00/hr + materials $70.00/hr + materials $70.00/hr + materials $70.00/hr + materials $70.00/hr + materials EXHIBIT "F ACORD CERTIFICATE OF LIABILITY INSURANCE ioiiiz 09Y) PRODUCER (503)241-0154 FAX: (503)542-0625 Durham and Bates Agencies Inc g 720 SW Washington Suite 250 Portland OR 97205-3554 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED US Mobile Wireless Communications, Inc. DBA: Day Wireless Systems 4700 SE International Way Milwaukie OR 97222 INSURER A:See Below FOr Vrs Cos. 37478 INSURERB: INSURERC. INSURER D. INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POL CIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR ADD'L INSRD TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE(MMIDD/YY) POLICY EXPIRATION DATE (MMIDD/YY) LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ PREMI DAMAGE REMISES PREMISESS ( occurrence) $ CLAIMS MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ GEN'L 7 AGGREGATE LIMIT APPLIES PER: POLICY 17 JECOT I7LOC AUTOMOBILE __ LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ AUTO ONLY. AGG $ EXCESS/UMBRELLA OCCUR DEDUCTIBLE RETENTION LIABILITY $ C CLAIMS MADE EACH OCCURRENCE $ AGGREGATE $ $ $ $ A WORKERS COMPENSATION AND EMPLOYERS LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below 52WELN9641 OR -Hartford of Midwest CA -Hartford Accident Ind NV -Hartford Casualty 10/1/2009 10/1/2010 X TORYUMITS ER E.L. EACH ACCIDENT $ 1,000,000 E. L. DISEASE - EA EMPLOYEE $ 1,000,000 E. L. DISEASE- POLICY LIMIT $ 1,000,000 OTHER DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS RE: Continuing Maintenance Projects throughout National City. Waiver of Subrogation in favor of The City of National City is attached per form WC 00 03 13, subject to all policy terms, conditions, limitations and exclusions. Mail orig cert to: City of National City, Attn: Ronni Zengota, 1200 National City Blvd, National City, CA 91950-4301. CERTIFICATE HOLDER CANCELLATION (619) 336-4525 rzengota@nationalcityca. go CITY OF NATIONAL CITY ATTN: RONNI ZENGOTA 1243 NATIONAL CITY BLVD NATIONAL CITY, CA 91950-4301 SHOULD ANY OF THE ABOVE DESCRIBED EXPIRATION DATE THEREOF, THE ISSUING 30 * DAYS WRITTEN NOTICE TO THE CERTIFICATE POLICIES BE CANCELLED BEFORE THE INSURER WILL ENDEAVOR TO MAIL HOLDER NAMED TO THE LEFT, BUT OR LIABILITY OF ANY KIND UPON THE FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Joanna Brown/MJK C -�r —� ACORD 25 (2001/08) INS025 (D1oe>.oea © ACORD CORPORATION 1988 Page 1 of 2 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 I2001f08) INS025 (ow .08a Page 2 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: Endorsement Number: Effective Date: Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE Countersigned by Form WC 00 03 13 Printed in U.S.A. Authorized Representative ACORD, CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 10/2/2009 PRODUCER (503)241-0154 FAX: (503)542-0625 Durham and Bates Agencies Inc 720 SW Washington Suite 250 Portland OR 97205-3554 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED VS Mobile Wireless Communications, Inc. DBA: Day Wireless Systems 4700 SE International Way Milwaukie OR 97222 INSURER A. OneBeacon America Ins. Co INSURER B. Navigators Insurance INSURER C. INSURER D INSURER E. THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLCIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR ADD'L JNSRD TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MMIDDIYY) POLICY EXPIRATION DATEIMMIDDIYY) LIMITS A X GENERAL X LIABILITY COMMERCIAL GENERAL LIABI LITY 7110099180003 10/1/2009 10/1/2010 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES(Ea occurrence) $ 1,000,000 CLAIMS MADE X OCCUR MEDEXP(Any one person) $ 10,000 X $11124 Umbrella PERSONAL& ADV INJURY $ 1,000,000 GEN'L GENERAL AGGREGATE $ 2,000,000 AGGREGATE LIMIT APPLIES PER' PRO- POUCY JECT X LOC ri PRODUCTS- COMP/OP AGG $ 2,000,000 A X AUTOMOBILE LIABILITY ANY AUTO ALLOWNED AUTOS S BODILY INJURY (Per parson) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ AUTO ONLY. AGG $ B EXCESS/UMBRELLA X I LIABILITY OCCUR I I CLAIMS MADE DEDUCTIBLE RETENTION $ SF098XC161165NV 7/1/2009 10/1/2010 EACH OCCURRENCE $ 8,000,000 AGGREGATE $ 8,000,000 $ $ A WORKERS COMPENSATION AND EMPLOYERS LIABILITY ANYPROPRIETORIPARTNERJEXECUTIVE OFFICER/MEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below 7110099180003 WASHINGTON STOP GAP EMPLOYERS LIABILITY 10/1/2009 10/1/2010 OVLXTRIMITS ER E.L. EACH ACCIDENT $ 500,000 E.L. DISEASE - EA EMPLOYEE $ 500,000 E. L. DISEASE - POLICY LIMIT $ 500,000 A OTHER GARAC.•EKEEPERS 7110099180003 10/1/2009 10/1/2010 COMPREHENSIVE AND COLLISION LIMITS $250,000 DEDUCTIBLE $ 500 DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Re: Continuing Maintenance Projects throughout National City. The City of National city its elected officials, officers, agents, and employees are Additional Insured per attached VCG 205 02 05 as respects General Liability only and VCA 201 01 09 as respects Automobile Liability only when required by written contract, subject to the terms, conditions, limitations and exclusions of the policy. *Except 10 days notice for non-payment of premium. Mail Original cert to: City of National City Attn: Ronni Zengota; 1200 National City Blvd, national City, CA 91950-4301. CERTIFICATE HOLDER CANCELLATION (619)336-4525 rzengota@nationalcityca.go CITY OF NATIONAL CITY ATTN: RONNI ZENGOTA 1243 NATIONAL CITY BLVD NATIONAL CITY, CA 91950-4301 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30* DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Joanna Brown/MJK ACORD 25 (2001/08) INS025 (oloe).08a © ACORD CORPORATION 1988 Page 1 of 2 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001/08) INS025 coios).oea Page 2 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. @VANTAGE FOR GENERAL LIABILITY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The following schedule lists the coverage extensions provided by this endorsement. Refer to the individual provi- sions to determine the extent of your coverage. SCHEDULE OF COVERAGE EXTENSIONS 1. Additional insured - Broad Form Vendors 2. Additional Insured — by Contract, Agreement or Permit relating to: o Work performed by you o Premises you own, rent, lease or occupy o Equipment you lease 3. Aggregate Limit Per Location 4, Blanket Waiver of Subrogation 5. Bodily Injury Redefined- Mental Anguish 6. Broadened Named Insured 7. Broadened Property Damage o Borrowed Equipment o Customers' Goods . o Use of Elevators 8. Broadened Property Damage Rented Premises 9. Coverage Territory— Worldwide 10. Duties in Event of Occurrence, Claim or Suit 11. Expected or Intended Injury (PD) 12. Incidental Medical Malpractice 13. Medical Payments 14. Mobile Equipment Redefined 15. Newly Acquired or Formed Organizations 16. Non -Owned Aircraft 17. Non -Owned Watercraft 18. Personal and Advertising Injury 19. Product Recall Expense 20. Supplementary Payments Increased Limits 1. ADDITIONAL INSURED - BROAD FORM VENDORS Section 11-Who Is An insured is amended to include as an additional insured any person(s) or organizations) (referred to below as vendor) with whom you agreed In a written contract or agreement to provide insurance, but only with respect to "bodily Injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: a. This provision 1. does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change In the product made intentionally by the vendor; (4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (8) "Bodily Injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a) The exceptions contained In Subparagraphs 4. or 6.; or (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally un- dertakes to make in the usual course of business, in connection with the distribution or sale of the prod- ucts. VCG 206 0206 Includes c opyri led n{Btelial of Insurance Services' Office, Inc. Page 1 of 7 Copyright2004, OneBeacon Insurance Group (9) Any person or organization if the "products -completed operations hazard" is excluded either by the pro- visions of the Coverage Form or by endorsement. b. This insurance does not apply to any insured person or organization,from whom you have acquired such products, or any ingredient, part or container, entering Into, accompanying or containing such products. 2. ADDITIONAL INSURED - CONTRACT, AGREEMENT OR PERMIT a. Section U - Who Is An Insured is amended to include as an additional insured any person(s) or organiza- tion(s) with whom you agreed In a written contract, written agreement or permit to provide insurance such as is afforded under this Coverage Part, but only with respect to liability for "bodily Injury", "property dam- age" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your work" for the additional Insured(s) at the location designated in the contract, agreement or permit; or 2. In the maintenance, operation or use of equipment leased to you by such person(s) or organization(s), or 3. In connection with premises you own, rent, lease or occupy. This Insurance applies on a primary or primary and non-contributory basis if that Is required in writing by the contract, agreement or permit. b. The insurance provided to the additional Insured herein is limited. This insurance does not apply: 1. Unless (a) the written contract, agreement or permit is currently in effect or becomes effective during the term of this policy; and (b) the contract or agreement was executed or permit issued prior to the "bodily injury", "property dam- age", or "personal and advertising injury"; 2. To any person or organization included as an insured under the Additional Insured - Broad Form Ven- dors provision of this endorsement; 3. To any person or organization included as an insured by an endorsement Issued by us and made part of this Coverage Part 4. To any person or organization if the "bodily injury", "property damage", or "personal and advertising In- jury" arises out of the rendering of or failure to render any professional architectural, engineering or surveying services by or for you Including: (a) The preparing, approving, or fading to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. 5. To any: (a) Lessor of equipment after the equipment lease expires; or (b) Owners or other interests from whom land has been leased; or (c) Managers or lessors of premises if: (1) The "occurrence" takes place after you cease to be a tenant in that premises; or (2) The "bodily Injury", "property damage", "personal and advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the man- ager or lessor. 6. To "bodily injury, or "property damage" occurring after: (a) All work on the project (other than service, maintenance or repairs) to be performed by or on be- half of the additional insured at the site of the covered operations has been completed; or (b) That portion of "your work" out of which the InJury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in per- forming operations for a principal as part of the same project. c. Limits of Insurance applicable to the additional insured are those specified In the contract, agreement or permit or in the Declarations of this policy, whichever is less, and fix the most we will pay regardless of the number of: 1. Insureds; Page 2 of 7 Includes copyrighted material of Insurance Services Office, Inc. VCG 2OS 02 0fi Copyright 2004, OneBeacon Insurance Group 2. Claims made or "suits" brought; or 3. Persons or organizations making claims or bringing "suits". These limits of Insurance are Inclusive of and not in addition to the Limits of insurance shown in the Decla- rations. 3. AGGREGATE LIMIT PER LOCATION a. Under Section III — Limits of Insurance, the General Aggregate Limit applies separately to each of your "locations" owned by or rented or leased to you. b. Under Section V — Definitions, the following definition is added: "Location" means premises involving the same or connecting lots, or premises whose connection is in- terrupted only by a street, roadway, waterway or right-of-way of a railroad. 4. BLANKET WAIVER OF SUBROGATION Section IV - Transfer of Rights of Recovery Against Others to Us Condition is amended to add the following: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations done under a written contract or agreement with that person or organization and included in your work" or the "products -completed operations hazard". This waiver applies only to persons or organizations with whom you have a written contract, executed prior to the "bodily injury" or "property damage", that requires you to waive your rights of recovery. 5. BODILY INJURY REDEFINED - MENTAL ANGUISH Under Section V the definition of "bodily injury" is replaced by the foliknwing: "Bodily injury" means bodily injury, sickness, or disease sustained by a person, including mental anguish or death resulting from any of these at any time. 6. BROADENED NAMED INSURED Section 11- Who Is An Insured is amended to Include as an Insured the following: Any organization which is a legally Incorporated entity in which you own a financial interest of more than 50 percent of the voting stock on the effective dale of this endorsement will be a Named Insured until the 180fh day or the end of the policy period, whichever comes first, provided there s no other similar insurance available to that organization. The insurance afforded herein does not apply to any entity which is also an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 7. BROADENED PROPERTY DAMAGE — BORROWED EQUIPMENT, CUSTOMERS' GOODS AND USE OF ELEVATORS The insurance for "property damage" liability is subject to the following: a. The Damage To Property exclusion under Section I Coverage A is amended as follows: 1. The exclusion for personal property in the care, custody or control of the Insured does not apply to "property damage" to equipment you borrow while at a job site and provided It is not being used by anyone to perform operations at the time of loss. 2. The exclusions for (a) Property loaned to you; (b) Personal property in the care, custody or control of the insured; and (c) That particular part of any property that must be restored , repaired or replaced because "your work" was incorrectly performed on It do not apply to "property damage" to "customers' goods" while on your premises nor do they apply to "property damage" arising from the use of elevators at premises you own, rent, lease or occupy. Subject to the Each Occurrence Limit, the most we will pay for "property damage" to "Customers' Goods" is $25,000 per "occurrence". b. Under Section V — Definitions, the following definition is added: "Customers' Goods" means goods of your customer on your premises for the purpose of being: 1, Repaired; or 2. Used in your manufacturing process. c. The insurance afforded by this provision is excess over any other valid and collectible property insurance (including any deductible) available to the insured whether such insurance is primary, excess, contingent or VCG 205 02 06 Includes copyrighted material or Insurance services Office. Inc. Page 3 or 7 Copyright 2004, OrieBescon Insurance Group on any other basis. Any payments by us will follow the Other Insurance — Excess provisions in the COM- MERCIAL GENERAL LIABIUTY CONDITIONS. 8. BROADENED PROPERTY DAMAGE — RENTED PREMISES a. In the Damage To Property exclusion under Section I Coverage A, the exclusion for "property damage" to: Property you own, rent or occupy; does not apply to real property you rent or temporarily occupy with permission of the owner. b. In Section ■ — Limits Of Insurance, the Damage To Premises Rented To You Limit is amended as follows: Subject to the Each Occurrence Limit, $500,000 is the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you or occupied by you with permission of the owner. If any amount other than $500,000 is shown in the Declarations as the Damage To Premises Rented To You Limit, the amount shown in the Declarations will replace $500,000 as the Umlt of Insurance provided for this coverage. c. The insurance afforded by this Provision 8. is excess over any other valid and collectible property insurance (including any deductible) available to the insured whether such Insurance Is primary, excess, contingent or on any other basis. Any payments by us will follow the Other insurance — Excess Insurance provisions in the COMMERCIAL GENERAL LIABIUTY CONDITIONS. 8. COVERAGE TERRITORY — WORLDWIDE The definition of "coverage territory" is replaced by the following: "Coverage territory" means anywhere. However, the Insured's responsibility to pay damages must be determined in a settlement we agree to or in a "suit" on the merits brought within the United States of America (including Its territories and possessions), Puerto Rico or Canada: 10. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUiT Section IV — Duties In The Event Of Occurrence, Claim or Suit is amended by adding the following paragraphs: a. The requirements that you must 1. notify us of an "occurrence" offense, claim or "suit" and 2. send us documents conceming a claim or "suit" apply only when such "accident" claim, "suit" or "loss" is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. Art executive officer of the corporation or insurance manager, if you are a corporation; or 4. A manager, if you are a limited liability company. b. The requirement that you must notify us as soon as practicable of an "occurrence" or an offense that may result in a claim does not apply if you report an "occurrence" to your workers compensation Insurer which later develops into a liability claim for which coverage is provided by this policy. However, as soon as you have definite knowledge that the particular "occurrence is a liability claim rather than a workers compensa- tion claim, you must comply with the Duties In The Event Of Occurrence; Offense, Claim Or Suit Condi- tion. 11. EXPECTED OR INTENDED INJURY (PROPERTY DAMAGE) The Expected Or Intended Injury exclusion under Coverage A Bodily Injury and Property Damage is replaced by: "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 12. INCIDENTAL MEDICAL MALPRACTICE— EMPLOYED PHYSICIANS, NURSES, EMT'S AND PARAMEDICS a. Under Section II — Who Is An insured the paragraph that excludes an employee or volunteer worker as In- sured for "bodily Injury" or "personal and advertising injury" arising out of his or her providing or failing to provide professional health care services does not apply to a physician, dentist, nurse, emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. Page 4 017 Includes coppighted material of Insurance Servides Office, Inc. Capyright2004, OneBeacan Insurance Group VCG 205 02 05 b. The insurance afforded by this provision is excess over any other valid and collectible insurance whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance —Excess Insurance provisions In the COMMERCIAL GENERAL LIABILITY CONDITIONS. 13. MEDICAL PAYMENTS -INCREASED LIMITS AND TIME PERIOD a. In the Insuring Agreement under Coverage C Medical Payments, the requirement that expenses are in- curred and reported to us within one year of the date of the accident is changed to three years. b. The Medical Expense Limit is $10,000 per person or the amount shown in the Declarations as the Medical Expense Limit, whichever is greater. c. This provision 13. does not apply if Coverage C - Medical Payments is otherwise excluded either by the provisions of the Coverage Form or by endorsement. 14. MOBILE EQUIPMENT — SELF-PROPELLED SNOW REMOVAL, ROAD MAINTENANCE AND STREET CLEANING EQUIPMENT The following is added to the "mobile equipment" definition: Vehicles maintained primarily for purposes other than the transportation of persons or cargo that are self- propelled vehicles of less than 1,000 pounds gross vehicle weight with the following types of .permanently attached equipment will be considered "motile equipment": a. Snow removal; b. Road maintenance, but not construction or resurfacing; or c. Street cleaning. 15. NEWLY FORMED OR ACQUIRED ORGANIZATIONS Under Section II - Who Is An Insured, the time period limitation for newly acquired or formed organizations is replaced by: Coverage under this provision is afforded only until the end of the current policy period, 16. NON -OWNED AIRCRAFT a. The Aircraft, Auto Or Watercraft exclusion under Coverage A Bodily Injury And Property Damage Liability does not apply to an aircraft that is: 1. Hired, chartered or loaned with a paid crew, and 2. Not owned by any insured. b. The insurance afforded by this provision 16. is excess over any other valid and collectible insurance (Including any deductible or Self Insured Retention) available to the insured, whether such insurance is pri- mary, excess, contingent or on any other basis, Any payments by us will follow the Other Insurance - Ex- cess Insurance provisions In the COMMERCIAL GENERAL LIABIUTY CONDITIONS. 17. NON -OWNED WATERCRAFT a. Section II - Who Is An Insured is amended to Include as an insured for any watercraft that is covered by this policy, any person who, with your expressed or implied consent, either uses or is responsible for the use of a watercraft. However, no person or organization Is an insured with respect to: 1. 'Bodily injury" to a co -"employee" of the person operating the watercraft; or 2. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the em- ployer of any person who is an insured under this provision. b. in the exception to the Aircraft, Auto Or Watercraft exclusion under Coverage A Bodily Injury And Prop- erty Damage Liability, the limitation on the length of a watercraft is increased to 51 feet. c. The insurance afforded by this provision 17. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the Insured, whether such insurance is pri- mary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance — Ex- cess Insurance provisions In the COMMERCIAL GENERAL LIABILITY CONDITIONS. 18. PERSONAL AND ADVERTISING INJURY The following Is added to the definition of "personal and advertising Injury": Discrimination because of race, color, creed, national origin, age, sex or physical disability, where insurance therefore Is not prohibited by law, but only It such discrimination is: VCO20e02o5 Includes copyrighted material of Insurance Services Office, Inc. Page 5 of 7 Copyright 21704, OneBeacon Insurance Group a. not done intentionally by or at the direction of: (1) the insured; or (2) any executive officer, director, stockholder, partner or member of the Insured staff; and b. not directly or indirectly related to the employment, prospecthre employment or termination of employment of any person or persons by any Insured. The insurance afforded under this provision does not apply to fines or penalties, or that portion of any award or judgment caused by trebling or multiplication of actual damages under state or federal law. This provision does not apply ti Coverage B — Personal and Advertising Injury Liability Is otherwise excluded either by the provisions of this Coverage Form or by any endorsement. 19. PRODUCT RECALL EXPENSE a. With respect to this Provision 19., the Recall Of Products, Work Or Impaired Property exclusion under Coverage A Bodily Injury And Property Damage Liability is deleted. b. The following is added to Section 111- Limits Of Insurance section: 1. The Limits of Insurance shown in the Product Recall Schedule and rules below fix the most we will pay regardless of the number of (a) Insureds; (b) "Covered recalls" initiated; or (c) Number of "your products" recalled. 2. The Product Recall Aggregate Limit Is the most we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" Initiated during the policy period. 3. Subject to 2. above, the Each Product Recall Limit is the most we will reimburse you for the sum of all "product recall expenses" arising out of any one "covered recall" for the same defect or deficiency. Products Recall Schedule Limits of Insurance Product Recall Aggregate $50,000 Limit Each Product Recall Limit $25,000 The Limits of Insurance for this coverage apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Decla- rations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of de- termining the Limits of Insurance. c. The following is added to the Duties In The Event Of Occurrence, Offense, Claim Or Suit provision under Section IV - Conditions: You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": 1. Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. In- clude a description of "your product" and the reason for the withdrawal or recall; 2. Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance; 3. As often as may be reasonably required, permit us to inspect "your product" that demonstrates the need for the "covered recall" and permit us to examine your books and records. Also permit us to take damaged and undamaged samples of "your products" for inspection, testing and analysis; and permit us to make copies from your books and records; 4. Send us a signed, sworn, proof of loss containing the information we requested to settle the claim. You must do this within B0 days after our request. We will supply you with the necessary forms; and 5. Permit us to examine any insured under oath, while not in the presence of any other Insured and at such times as may reasonably be required, about any matter relating to this insurance or your claim, including an insured's books and records. In the event of an examination, an Insured's answers must be signed. Page 6of7 Includes copyrighted malarial of Insurance Serofcee Otte, Inc. VCG 205 02 05 Copyright 2004, Oneeeecon Insurance Croup d. The following definitions are added to the Definitions Section: 1. "Covered recall" means a recall made necessary because the insured or a government body has deter- mined that a known or suspected defect, deficiency, Inadequacy or dangerous condition in "your product' has resulted In or will result In "bodily injury" or "property damage". 2. "Product Recall Expense" means: (a) The following necessary and reasonable expenses you incur exclusively for the purpose of recalling "your product": • (1) For communications, including radio or television announcements or printed advertisements including stationery, envelopes and.postage; (2) For shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) For remuneration paid to your regular "employees" for necessary overtime; (4) For hiring additional persons, other than your regular "employees"; (5) Incurred by "employees", including transportation andtaccommodations; (6) To rent additional warehouse or storage space; or (7) For disposal of "your products", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid "bodily injury" or "property damage" as a result of such disposal, but "product recall expenses" does not include costs of regaining your market share, goodwill, revenue or profit. (b) "Product Recall Expense" does not Include any expenses resulting from: (1) Failure of any product to accomplish its intended purpose; (2) Breach of warranties of fitness, qually, durability or performance; (3) Loss of customer approval, or any cost incurred to regain customer approval; (4) Redistribution or replacement of "your product" which has been recalled by like products or substi- tutes; (5) Caprice or whim of the Insured; (6) A condition likely to cause Toss of which any insured knew or had reason to know at the inception of this insurance; and (7) Recall of "your products" that have no known or suspected defect solely because a known or sus- pected defect in another of "your products" has been found 20. SUPPLEMENTARY PAYMENTS - INCREASED LIMITS In the SUPPLEMENTARY PAYMENTS - Coverages A and B provision: a. The limit for the cost of bail bonds Is amended to $2,500; and b. The limit for reasonable expenses incurred by the "insured" is amended to $500 a day. VCG2060206 Includes copyrighted material of Insurance Services Office, Inc. Page 7 of 7 Capyrclght 2004, OneBeacon Insurance Group THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. @VANTAGE FOR AUTOMOBILE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM The following schedule lists the coverage extensions provided by this endorsement. Refer to the individual provi- sions to determine the extent of your coverage. SCHEDULE OF COVERAGE EXTENSIONS 1. Additional Insured By Contract 2. Airbag Discharge 3. Auto Theft Reward 4. Blanket Waiver of Subrogation 5. Bodily Injury Redefined — Mental Anguish 6. Broad Form Named Insured 7. Communications Equipment 8. Diminution in Value 9. Drive Other Car — Executive Officers 10. Duties In The Event of Accident, Claim, Suit or Loss 11. Employees As Insureds 12. Employee Hired Autos 13. Fellow Employee Exclusion 14. Glass Repair — Waiver of Deductible 15. Hired Auto Physical Damage Coverage 16. Lease Gap Coverage 17. Liability Coverage — Supplementary Payments 18. Newly Formed or Acquired Organizations 19. Physical Damage — Transportation Expenses 20. Rental Reimbursement — Private Passenger Vehicles 21. Towing — Any Covered Auto 1. ADDITIONAL INSURED BY CONTRACT The Who Is An Insured provision under SECTION I — LIABILITY COVERAGE is amended to include as an additional 'insured" any person or organization with whom you agreed in a written contract, written agreement or permit, to provide insurance such as is afforded under this Coverage Form. Such person or organization is an "insured" only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part by your maintenance, operation or use of your covered "autos". With respect to the insurance afforded to these additional "insureds", this insurance does not apply: a. Unless the written contract or agreement has been executed or the permit has been issued prior to the "bodily injury" or "property damage"; b. To any person or organization included as an "insured" by endorsement or in the Declarations; or c. To any lessor of "autos" when their contract or agreement with you for such leased "auto" ends. 2. AIRBAG DISCHARGE If you purchased physical damage coverage for a covered "auto" under this policy, we will pay to reset or re- place an airbag that accidentally discharges without the vehicle being involved in an accident. No deductible applies to this additional coverage. However, this coverage only applies if the airbag is not covered under a manufacturer's warranty and you did not intentionally cause the airbag to discharge. 3. AUTO THEFT REWARD We will pay up to a $2,000 reward in the event of a covered loss, for Information leading to the arrest and con- viction of anyone stealing a covered "auto". A reward will not be paid to you, a family member, employee or any public official while performing their duty. 4. BLANKET WAIVER OF SUBROGATION The Transfer Of Rights of Recovery Against Others To Us condition under SECTION IV — BUSINESS AUTO CONDITIONS, paragraph A. LOSS CONDITIONS is replaced by the following: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of the operation of a covered "auto" when you have assumed liability for such "bodily injury" or "property damage" under an "insured contract", provided the contract is in writing and executed prior to the "bodily injury" or "property damage". 5, BODILY INJURY REDEFINED — MENTAL ANGUISH The definition of "bodily injury" under SECTION V — DEFINITIONS is replaced by the following: "Bodily injury" means bodily injury, sickness, or disease sustained by a person, including mental anguish or death resulting from any of these at any time. VCA 201 01 09 Includes copyrighted material of Insurance Services Office, Inc. Page 1 of 5 Copyright 2004, 6. BROAD FORM NAMED INSURED a. The Who Is An Insured provision under SECTION 11— LIABILITY COVERAGE is amended to include the following: Any organization which is a legally incorporated entity in which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Form will be a Named Insured until the 180th day or the end of the policy period whichever comes first, provided there is no other similar insurance avail- able to that organization. b. Paragraph a, of this provision 6. does not apply to "bodily injury" or "property damage" for which an "Insured" Is also an "Insured" under any other automobile policy or would be an "insured" under such a pol- icy, but for its termination or the exhaustion of its Limit of Insurance. T. COMMUNICATIONS EQUIPMENT a. The exclusion for electronic equipment under Exclusions of SECTION III — PHYSICAL DAMAGE COVER- AGE does not apply to loss of any permanently installed, non -removable communications equipment de- signed for use as a: 1. Citizen's band radio; 2. Two-way mobile radio or telephone; 3. Scanning monitor receiver; or 4. GPS Navigation System, including its antenna and other accessories. b. No Deductible applies to this additional coverage. c. The most we will pay for this coverage is $5,000 per occurrence. 8. DIMINUTION IN VALUE The "diminution in value" exclusion under SECTION Ill — PHYSICAL DAMAGE COVERAGE, B. Exclusions does not apply if the covered "auto" is a private passenger "auto" and is leased, rented, hired or borrowed with- out a driver for a period of 30 days or less and is used in the conduct of the insured's business. The most we will pay for "loss" arising out of an "accident" Is the lesser of $7,500 or 20% of the actual cash value of the "auto" as determined by Kelley Blue Book or other independent valuation sources. 9. DRIVE OTHER CAR — EXECUTIVE OFFICERS a. The Who Is An Insured provision under SECTION 11— LIABILITY COVERAGE is amended to include: If you are designated in the Declarations as: 1. An individual; you and your spouse. 2. A partnership; your partners and their spouses. 3. An organization other than an individual or a partnership; your "executive officers" and their spouses. b. SECTION II — LIABILITY COVERAGE and SECTION 111— PHYSICAL DAMAGE COVERAGE are extended to include "autos" you don't own, hire, lease or borrow while in the care, custody or control of an "insured" listed in 9.a. This does not include any "auto": 1. Owned by any 'insured" listed in 9.a., or any member of their household, including any such "auto" that is owned but not insured; 2. Used by an "insured" listed in 9.a. while working in the business of selling, servicing, repairing or parking autos; or 3. Insured under another policy of insurance. If Medical Payments, Uninsured/Underinsured Motorist, Personal Injury Protection or other compulsory coverages required by the governing jurisdiction are covered on this policy, then insureds listed in 9.a. above and family members residing in the same households are "Insureds" while: 1. Occupying as a passenger; or 2. A pedestrian when struck by, any "auto" you do not own, hire, lease or borrow, except any "auto" owned by that "insured" listed in 9.a, their family members or an "auto" Insured under any other policy. c. The limits and deductibles applicable to this provision will be the largest applicable to any owned "auto" for the specific insurance. Page 2 of 5 Includes copyrighted material of Insurance Services Office, Inc. VCA 20101 05 Copyright2004, I d. The following definition is added to the DEFINITIONS section of the policy: "Executive officer" means a person holding any of the officer positions created by your charter, constitu- tion, by-laws or any similar governing document. e. The Other Insurance Condition, under Section IV — BUSINESS AUTO CONDITIONS, does not apply to the provisions of this Drive Other Car endorsement. There is no "other insurance" applicable to this en- dorsement. 10. DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Under SECTION IV — BUSINESS AUTO CONDITIONS — the Duties In The Event Of Accident, Claim, Suit Or Loss Condition is amended as follows: The requirements that you must: a. Notify us of an "accident", claim, "suit" or "loss"; and b. Send us documents concerning a claim or "suit", apply only when such "accident", claim, "suit" or "loss" is known to: a. You, if you are an individual; b. A partner, if you are a partnership; c. An executive officer of the corporation or insurance manager, if you are a corporation; or d. A manager, if you are a limited liability company. 11. EMPLOYEES AS INSUREDS The Who Is An Insured provision under SECTION II — LIABILITY COVERAGE is changed by adding the fol- lowing: Any "employee" of yours while using a covered 'auto" you don't own, hire or borrow in your business or your personal affairs. This coverage is excess over any other collectible insurance. 12. EMPLOYEE HIRED AUTOS The following is added to the Who Is An Insured Provision: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contact or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. For purposes of this coverage grant, paragraph 5.b. of the Other Insurance Condition in the Business Auto Coverage Form is replaced by the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: 1. Any covered "auto" you lease, hire, rent or borrow; and 2. Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that Is leased, hired, rented or borrowed with a driver is not a covered "auto". This coverage is excess over any other collectible insurance. 13. FELLOW EMPLOYEE EXCLUSION The Fellow Employee exclusion under SECTION II — LIABILITY COVERAGE does not apply if the "bodily in- jury" results from the use of a covered "auto" you own or hire. This coverage is excess over any other insur- ance. 14. GLASS REPAIR - WAIVER OF DEDUCTIBLE Under paragraph D. — Deductible — of SECTION IM — PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced, 15. HIRED AUTO — PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" under SECTION 11 — UABILITY COVERAGE and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this policy for any "auto" you own, then SECTION MI — PHYSICAL DAMAGE COVERAGE is extended to "autos" you hire, subject to the following limit: The most we will pay for "loss" to any hired "auto" is the lesser of: a. $75,000 for "autos" of the private passenger type and $50,000 for all other "autos"; VCA 201 01 09 Includes copyrighted material of Insurance Services Offloe, Inc. Page 3 of 5 Copyright 2004, b. The actual cash value; or c. The cost of repairing or replacing It with other properly of like kind or quality. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No de- ductible applies to "loss" caused by fire or lightning. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if the following conditions are met: a. It results from an accident; b. You are legally liable; and c. The lessor incurs an actual financial loss. The most we will pay for this Toss of use coverage is $1,000 per "accident". 16, LEASE GAP COVERAGE Under paragraph C. Limit of Insurance — of SECTION III — PHYSICAL DAMAGE COVERAGE, the following is added: 11 a covered "auto" is leased, we will also pay the difference between the actual cash value of a covered "auto" at the time of "loss" and the remaining balance on your lease if the following conditions are met: a. The "auto" has a long term lease and is covered on this policy. b. The lessor is added as an Additional Insured in a written lease agreement. c. You are legally obligated for the remaining balance. We will not pay for any amounts representing excess wear and tear charges; additional mileage charges; taxes; overdue payments; penalties, interest or charges resulting from overdue payments; or lease termination fees. 17. LIABILITY COVERAGE EXTENSIONS — SUPPLEMENTARY PAYMENTS Under SECTION 1I — UABILITY COVERAGE, the Coverage Extension for Supplementary Payments is revised as follows: a. The limit for the cost of bail bonds Is amended to $3,500. b. The limit for reasonable expenses incurred by the "insured" is amended to $500 a day. 18, NEWLY FORMED OR ACQUIRED ORGANIZATIONS a. The Who is An Insured provision under SECTION 11 — UABILITY COVERAGE is amended to include as an "insured" any organization that Is formed or acquired by you and over which you maintain majority own- ership. b. Paragraph a. of this provision 18. does not apply to any organization: 1. That is a joint venture or partnership; 2. That is an "insured" under any other policy; 3. That has exhausted its Limit of Insurance under any other policy; or 4. 180 days or more after its acquisition or formation by you, unless you have given us notice of the acqui- sition or formation. c. Paragraph a. of this provision 18. does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. 19. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES COVERAGE Under SECTION III — PHYSICAL DAMAGE Coverage Extensions, the limit for Transportation Expenses is amended to $75 per day and the maximum is amended to $2,250. 20. RENTAL REIMBURSEMENT We will pay for rental reimbursement expenses incurred by you for the rental of an "auto" of the private passen- ger type because of "loss" to a "covered auto" of the private passenger type. Payment applies in addition to the otherwise applicable amount of each coverage you have on a "covered auto". No deductibles apply to this coverage. We will pay those expenses incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the policy's expiration, six (8) days after the "loss". Page 4 of 5 Includes copyrighted material or Insurance Services Office. Inc. VCA 20101 D9 Copyright 2004, Payment is limited to the lesser of the following amounts: 1. Necessary and actual expenses Incurred. 2. The maximum daily payment of $25 for any one day. This coverage does not apply while there are spare or reserve "autos" available to you. If "loss" results from the total theft of the private passenger "auto", we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under the PHYSICAL DAM- AGE COVERAGE Extension. 21. TOWING — COVERED AUTOS Under SECTION III — PHYSICAL DAMAGE COVERAGE, Coverage for Towing is amended as follows: a. This coverage applies to any covered "auto" for which a premium charge for towing and labor is shown in the Schedule or in the Declarations. b. The limit is $100. VCA 201 0100 Includes copyrighted material of Insurance Services Orrice, Inc. Page 5 or 5 Copyright 2004, ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 10/6/2009 PRODUCER (503)241-0154 FAX: (503)542-0625 Durham and Bates Agencies Inc 720 SW Washington Suite 250 Portland OR 97205-3554 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED US Mobile Wireless Communications, Inc. DBA: Day Wireless Systems 4700 SE International Way Milwauki,e OR 97222 INSURER A'. OneBeacon Insurance (CL) INSURER B: INSURER C INSURER D INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR ADD'L NSRD. TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE ' POLICY EXPIRATION DATE (MMIDDIYYYYI DATE (MM/DD/YYYY) LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ PRTOa occED PREMISES ((ER occurrence) $ CLAIMS MADE I OCCUR MED EXP (Any one person) $ GEN'L PERSONAL & ADV INJURY $ AGGREGATE LIMIT APPLIES PER- POLICY jEC7 LOC GENERAL AGGREGATE 5 PRODUCTS - COMP/OP AGG $ AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE 5 (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ AUTO ONLY' AGG $ EXCESS! UMBRELLA LIABILITY OCCUR CLAIMS MADE EACH OCCURRENCE $ AGGREGATE $ DEDUCTIBLE RETENTION $ $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITYER Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED' (Mandatory in NH) If yes, describe under SPECIAL PROVISIONS below WC STATU- I I OTH- TORY LIMITS E L EACH ACCIDENT S E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT S $ A OTHERTechnology E&O 7110113880001 Liability Claims -Made 10/1/2009 10/1/2010 Each Claim/Aggregate $2,000,000 SIR/Dad Each Claim $ 10,000 Aar o nar June 7, 2006 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT 1 SPECIAL PROVISIONS RE: Continuing Maintenance Projects throughout National City. Evidence of insurance provided subject to the terms, conditions, limitations and exclusions of the policy. *Except 10 days notice for non-payment of premium. Mail orig cert to: City of National City, Attn: Ronni Zengota, 1200 National City Blvd, National City, CA 91950-4301. CERTIFICATE HOLDER CANCELLATION (619) 336-4525 rzengota@nationalcityca. go CITY OF NATIONAL CITY ATTN: RONNI ZENGOTA 1243 NATIONAL CITY BLVD NATIONAL CITY, CA 91950-4301 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON REPRESENTATIVES. BEFORE THE EXPIRATION TO MAIL 30* DAYS WRITTEN BUT FAILURE TO DO SO SHALL THE INSURER, ITS AGENTS OR AUTHORIZED REPRESENTATIVE Joanna Brown/MJK �_ / ACORD 25 (2009/01) INS025 (zoo9ot) ©1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2009/01) INS025 i2oo9o1) RESOLUTION NO. 2009 — 285 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY WAIVING THE BIDDING PROCESS BASED ON SPECIAL CIRCUMSTANCES, AND AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH DAY WIRELESS SYSTEMS IN AN AMOUNT NOT TO EXCEED $57,005.04 TO PROVIDED MAINTENANCE, SERVICE, AND INSTALLATION OF THE CITY'S RADIO COMMUNICATIONS EQUIPMENT, MAINTAIN INFRASTRUCTURE FOR MOBILE AND PORTABLE RADIOS, RELOCATE ANTENNA CABLES, AND INSTALL BI-DIRECTIONAL ANTENNAS FOR PUBLIC SAFETY AND OTHER CITY DEPARTMENTS, AND FOR CERTAIN PROJECTS AND FOR ON -CALL SERVICES WHEREAS, the City desires to employ a contractor to provide general services related to two-way radio communications maintenance for the City of National City, including certain projects for the Police Department, Fire Department, and Neighborhood Services; and WHEREAS, the City has determined that Day Wireless Systems is a technical equipment repair and installation company specializing in public safety systems, and is qualified by experience and ability to perform the services desired by the City, and Day Wireless Systems is willing to provide such services for an amount not to exceed $57,005.04; and WHEREAS, Section 2.60.220 of the National City Municipal Code provides that the requirements of formal bidding may be disposed with when the City Council determines that due to special circumstances, it is in the City's best interest to purchase a commodity or enter into a contract without compliance with the bidding procedure, or when a particular type or make of commodity or equipment has been standardized by the City by order of the City Manager or City Council; and WHEREAS, Day Wireless Systems has maintained and serviced the City's two-way radio communications equipment since 1999, and changing the service to another vendor would entail additional costs to integrate the Day Wireless system with the new vendor's system, which are the special circumstances in support of waiving the bidding process. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby approves waiving the bidding process based on special circumstances, and authorizes the Mayor to execute an agreement with Day Wireless Systems to provide maintenance, service, and installation of the City's radio communications equipment, maintain infrastructure for mobile and portable radios, relocate antenna cables, and install bi-directional antennas for public safety and other City departments, and for certain projects and on -call services for an amount not to exceed $57,005.04. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 1st day of December 2009. Ron Morrison, Mayor ATTEST: APPROVED AS TO FORM: �/ /7 1.4 ye Michael R. Della, City Clerk George H. Eiser, III, City Attorney Passed and adopted by the Council of the City of National City, California, on December 1, 2009 by the following vote, to -wit: Ayes: Councilmembers Morrison, Parra, Sotelo-Solis, Van Deventer, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California de Al o National City Clerk of the City City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2009-285 of the City of National City, California, passed and adopted by the Council of said City on December 1, 2009. City Clerk of the City of National City, California By: Deputy caooa•05 City of National City, California COUNCIL AGENDA STATEMENT MEETING DATE December 1, 2009 9 AGENDA ITEM NO rITEM TITLE Resolution of the City Council of the City of National City waiving the bidding process based on special circumstances, and authorizing the Mayor to execute an Agreement in an amount not to exceed $57,005.04 with Day Wireless Systems to provide maintenance, service and installation of the City's radio communications equipment, maintain infrastructure for mobile and portable radios, relocate antenna cables, install bi-directional antennas for public safety and other City De rtments for certain projects and for on -call services. PREPARED BY Ronni Zengota, Operations Assistant (ext. 451C DEPARTMENT Police EXPLANATION It is requested that Council waive the formal bidding requirements as allowed in Section 12 of the Purchasing Ordinance #1480, and in Chapter 2.60.220 of the Municipal Code. Special circumstances exist, and it is in the City's best interest to take advantage of this opportunity for the following reasons: Day Wireless Systems has maintained and serviced the City's 2-way radio communications equipment, installed and relocated cabling, installed modems, maintains the infrastructure on site for the City's mobile and portable radios, installed radio equipment to include bi-directional antennas, radio antennas, modem installations, relocated antenna cables and provided preventative maintenance on City radios and also public safety radios since approximately 1999. Day Wireless is the certified Motorola vendor for the Regional Communication System (RCS) of which the City of National City is a member. This agreement in the amount not -to -exceed $57,005.04, through June 30, 2010, allows the parties to extend the agreement for three additional one-year terms. Environmental Review ✓ N/A Financial Statement Amounts are budgeted in respective departments and cannot exceed the following: Police Department — $40,000.00 Fire Department — $13,109.16 Neighborhood Services/Miscellaneous—$3,895.88 Account No. STAFF RECOMMENDATION Adopt Resolution BOARD / COMMISSION RECOMMENDATION N/A ATTACHMENTS ( Listed Below) Resolution No. 'aQ o a� L Day Wireless Agreements / Quotes A-200 (9/80) N C 11L I FO INCORPORATE December 7, 2009 Mr. Amador Macias Day Wireless Systems 8300 Juniper Creek Lane, Suite 100 San Diego, CA 92126-1072 Dear Mr. Macias, OFFICE OF THE CITY CLERK 1243 National City Blvd. National City, California 91950 Michael R. Della, CMC - City Clerk 619-336-4228 phone • 619-336-4229 fax On December 1st, 2009, Resolution No. 2009-285 was the City Council of the City of National City, authorizing with Day Wireless Systems. We are enclosing for your records a certified copy of the fully executed copy of the Agreement. Michael R. Dalla, CMC City Clerk Enclosures cc: Police Dept. passed and adopted by execution of Agreement above Resolution and a