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HomeMy WebLinkAbout2014 CON Day Wireless - Radio Equipment Maintenance Service Installation Police & FireAGREEMENT 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 2nd day of r ceml-yr , 2014, 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 a maintenance agreement for the Police Department and the Fire Department for 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. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONTRACTOR. The CITY agrees to engage the CONTRACTOR, and the CONTRACTOR agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONTRACTOR represents that all services shall be performed directly by the CONTRACTOR or under direct supervision of the CONTRACTOR. 2a. SCOPE OF SERVICES — POLICE DEPARTMENT The CONTRACTOR will perform maintenance of equipment as set forth in the attached Exhibit "A" ($26,136.00). POLICE DEPARTMENT also will have CONTRACTOR perform installations such as radio installations, cabeling, modem installations and antenna installations as directed by the POLICE DEPARTMENT, and other projects as directed by the CHIEF OF POLICE ($10,000.00). 2b. SCOPE OF SERVICES — FIRE DEPARTMENT The CONTRACTOR will perform maintenance of equipment as set forth in Exhibit "B". 1 City's Standard Agreement —2011 revision The CONTRACTOR shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. 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. 3. PROJECT COORDINATION AND SUPERVISION. Lieutenant Robert Rounds hereby is designated as the Project Coordinator for the POLICE DEPARTMENT and Jason Matlock and Michael Lafrenere hereby are designated as the Project Coordinators for the FIRE DEPARTMENT and will monitor the progress and execution of this Agreement. 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 compensation for the CONTRACTOR shall not exceed Thirty Six Thousand One Hundred Thirty Six Dollars ($36,136.00) for the POLICE DEPARTMENT. This not -to -exceed amount includes the specific scope of services set forth in Exhibit "A" totaling Twenty Six Thousand One Hundred Thirty Six Dollars ($26,136.00) (POLICE) for the term of this Agreement, and up to the remaining balance of Ten Thoursand Dollars ($10,000.00) for additional parts, installations, services and equipment as set forth in Section 2a of the Agreement (Scope of Services -Police Department) during the term of the Agreement. The compesantion for the CONTRACTOR for the FIRE DEPARTMENT shall not exceed $10,125.00. This not to exceed amount includes the specific scope of services set forth in Exhibit `B". Billings shall include labor classifications, respective rates, hours worked and also materials, if any. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibits "A" and `B", as determined by the CITY. 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. ACCEPTABILITY OF WORK. The City shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. 2 City's Standard Agreement —2011 revision In the event the CONTRACTOR and the City cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR in this Agreement, the City or the CONTRACTOR shall give to the other written notice. Within ten (10) business days, the CONTRACTOR and the City shall each prepare a report which supports their position and file the same with the other party. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR. 6. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on July 1, 2014. The duration of this Agreement is for the period of 1 year, July 1, 2014 through June 30, 2015, provided that the parties may mutually agree in writing signed by both parties to extend this Agreement on the same terms and conditions for three (3) additional one-year terms. 7. 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 CONSULTANT 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 CON TRACTOR 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. 8. 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 employees 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, unemploy- ment, or workers' compensation insurance. 3 City's Standard Agreement —2011 revision 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 CONTRACTPR 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 CONTRACTPR with its SUBCONTRACTPR(S) shall require the SUBCONTRACTPR(S) to adhere to the applicable terms of this Agreement. 9. 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 or the CONTRACTOR'S agents, servants, or employees are not 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 CONTRACTOR, and that the CONTRACTOR'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. 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 SUBCONTRACTOR(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. 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 CONSULTANT to practice its profession. 12. 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 CONTRACTPR'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 CONSULTANT 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. 4 City's Standard Agreement -2011 revision 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. 13. 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 CONTRACTPR 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. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONTRACTOR certain confidential information to enable the 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. 5 City's Standard Agreement —2011 revision 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, suites, 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 performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers, or employees. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. 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. 17. INSURANCE. The CONTRACTPR, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONTRACTOR(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. (1 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 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONTRACTORS employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. 6 City's Standard Agreement —2011 revision If CONTRACTOR has no employees subject to the California Workers' Compensation and Labor laws, CONTRACTOR shall execute a Declaration to that effect. Said Declaration shall be provided to CONTRACTOR 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. 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. G. Insurance shall be written with only California admitted companies that 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. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. 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. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. 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 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. 19. 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 7 City's Standard Agreement —2011 revision 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. 20. 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 CONSULTANT. 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 CON t ACTOR 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 CONTRACTPR'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. 21. 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 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: 8 City's Standard Agreement —2011 revision TO CITY: Chief of Police City of National City 1243 National City Boulevard National City, CA 91950-4301 TO CONTRACTOR: Day Wireless 8300 Juniper Creek Lane Suite 100 San Diego, CA 92126-1072 Director of Emergency Services City of National City 1243 National City Boulevard National City, CA 91950-4301 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. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT 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 CONSULTANT shall file a Statement of Economic Interests with the City 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 22 by the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates 9 City's Standard Agreement —2011 revision apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. 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. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. 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. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. 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, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the 10 City's Standard Agreement —2011 revision drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY 0 TIONAL CITY By: on Morrison, Mayor PPROVED AS TO FORM: audia G. Sil City Atto ey U.S. MOBILE WIRELESS COMMUNICATIONS, INC. DBA DAY WIRELESS SYSTEMS (Corporation — signatures of two corporate officers) BY: 14-ev1/4•QQA. (Name) 6mial (Print) By: -Prey i d M- (Title) Bee + I` ' rtw (Print) VPdQuckeicS (Title) 11 City's Standard Agreement —2011 revision X /4/6 / T « /3 ,. DAY WIRELESS SYSTEMS SERVICE AGREEMENT dba: US Mobile Wireless Communications, Inc. 8300 Juniper Creek Lane STE 100 DATE 6/19/2014 San Diego, CA 92126 858-537-0709 Fax: 858-537-9570 CUSTOMER NAME NATIONAL CITY -FIRE DEPT ATTN BRENDA HODGES 619-336-4570 BILLING ADDRESS: 1243 NATIONAL CITY BLVD CITY: National City STATE: CA CONTRACT START DATE 7/1/2014 YES ZIP 92050 AUTO RENEWAL. NO CUSTOMER # NAT130 DAY WIRELESS SYSTEMS CUSTOMER/AGREEMENT: 560-00 CUSTOMER CONTACT: JASEN MATLOCK/ MICHAEL LAFRENIERE TELEPHONE / FAX #: 619-336-4550/619-336-4562 jmatlock@nationalcityca.gov EXPIRATION DATE 6/30/2015 QTY MODEL NUMBER/SERIAL NUMBER/DESCRIPTION PLACE OF SERVICE MONTHLY SVC AMOUNT cosroMER LOCATION svCCTR DRIVE-IN SVC CTR MAIL -IN PER UNIT EXTENDED 14 Astro XTL5000 W9X Mobile Radios x 15.00 210.00 4 Astro XTL5000 W7X Base Stations x 15.00 60.00 35 XTS5000 Portables x 9.00 315.00 28 Vehicular Tri-chem charger x 7.50 210.00 4 Impress Rapid Rate Chargers x 3.00 12.00 5 Desktop chargers Model AA1670 x 3.75 18.75 2 Batt Maint System Model WPLN4079BR x 9.00 18.00 PAYMENT CYCLE: TAX EXEMPT: [ ] ANNUALLY [ I YES, ATTACH EXEMPT [ I SEMI-ANNUALLY CERTIFICATE [ ] QUARTERLY [ x I NO [ x ] MONTHLY [ ] OTHER (SPECIFY IN SPECIAL INSTRUCTIONS) TOTAL PER MONTH $843.75 TAXES TOTAL $843.75 THE ABOVE SERVICE AMOUNT IS SUBJECT TO STATE F. LOCAL TAXING JURISDICTIONS, TO BE VERIFIED BY DAY WIRELESS PAGE 1 OF 2 WHEN THIS AGREEMENT IS ACCEPTED BY US MOBILE WIRELESS. THE EQUIPMENT ON THE CUSTOMER/AGREEMENT ORDER REFERENCED ABOVE WILL BE SERVICED BY U.S. MOBILE WIRELESS IN ACCORDANCE WITH THE TERMS AND CONDITIONS PRINTED ON ATTACHMENT. THIS AGREEMENT DOES NOT INCLUDE REPLACEMENT OF ANTENNAS. BATTERIES. OR SERVICE OF ANY TRANSMISSION LINE, ANTENNA. TOWER OR TOWER LIGHTING UNLESS SUCH WORK IS DESCRIBED BELOW SPECIAL INSTRUCTIONS: HOURS OF SERVICE: 8:00 AM TO 4:30 PM Monday thru Friday. EXCLUDING WEEKENDS and HOLIDAYS. An annual preventive maintenance inspection is included in this contract and is to be scheduled by a representative of the FIRE DEPT. This contract includes all parts and labor with the exception of antennas, batteries, cables, programming, physical abuse and water/chemical damage. [X ] NEW [ ] RENEWAL AGREEMENT AGREEMENT# Additional terms, definitions and conditions of this SERVICE AGREEMENT are printed on the reverse side. AUTHORIZED CUSTOMER SIGNATURE/P.O. # TITLE IS P.O. REQUIRED? LxI YES, ATTACH P.O. [ ] NO DATE SERVICE REPRESENTATIVE (SIGNATURE) TELEPHONE # SERVICE REPRESENTATIVE (PRINT NAME) CELL PHONE # DAYMANA-01 KELLIL ,a►� D,r CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DYYYY) D/ 10/1/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. 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). PRODUCER Durham and Bates Agencies, Inc. 720 SW Washington St. Ste250 Portland, OR 97205 NAMEACT Julie Douglas PHONE FAX (A/C, No, Ext): (503) 224-5170 (ac No); (503) 221-0540 E-MAIL iulied@dbates.com ADDRESS:] INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Atlantic Specialty Ins. Co. 27154 INSURED US Mobile Wireless Communications, Inc. dba: Day Wireless Systems 4700 SE International Way Milwaukie, OR 97222 INSURER B : Navigators Insurance Co 42307 INSURER C : Hartford INSURER D INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REV THIS IS TO CERTIFY THAT 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 POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUER WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYYL LIMITS A X COMMERCIAL GENERAL LIABILITY 711014061-0001 10/01/2014 10/01/2015 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1,000,000 X $1,000,000 Umbrella MED EXP (Any one person) $ 10,000 X Washington Stop Gap PERSONAL 8 ADV INJURY $ 1,000,000 GEN'L AGGREGATE POLICY OTHER: LIMIT APPLIES PROCT JE X PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 WA Empirs Liab $ 500,000 A AUTOMOBILE X X LIABILITY ANY AUTO ALL OWNED X SCHEDULED AUTOS NON -OWNED AUTOS 711014061-0001 10/01/2014 10/01/2015 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ B X UMBRELLA LIAB EXCESS LIAB X O OCCUR CLAIMS -MADE LA14EXC161165lV 10/01/2014 10/01/2015 EACH OCCURRENCE $ 8,000,000 AGGREGATE $ 8,000,000 DED RETENTION $ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N N /A 52WELN9641 10/01/2014 10/01/2015 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 A A Tech E&O Liability Claims -Made 711014062-0001 711014062-0001 10/01/2014 10/01/2014 10/01/2015 10/01/2015 Each Claim/Aggregate 2,000,000 SIR/DED Each Claim 10,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Continuing Maintenance Projects throughout National City. For Additonal Insured provisions see attached Blanket Additonal Insured forms VCG207 07 09 Vantage for General Liability Technology Companies, and VCA 201 01 09 Vantage for Automobile. Workers Compensation form WC040306 - Waiver of Our Right to Recover From Others Endorsement - California attached. CERTIFICATE HOLDER CANCELLATION City of National City c/o Ronni Zengota 1200 National City Blvd National City, CA 91950-4302 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: DAYMANA-01 LOC #: 1 MELODYP ACC)RD ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY Durham and Bates Agencies, Inc. POLICY NUMBER SEE PAGE 1 CARRIER SEE PAGE 1 NAIC CODE SEE P 1 NAMED INSURED US Mobile Wireless Communications, Inc. dba: Day Wireless Systems 4700 SE International Way Milwaukie, OR 97222 EFFECTIVE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Remarks: Workers Compensation Companies Hartford Insurance Co of the Midwest - Applies to State of Nevada Hartford Accident and Indemnity - Applies to States of CA and OR Twin City Fire Insurance Company - Applies to Sate of ID ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 711014061-0001 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. @VANTAGE FOR GENERAL LIABILITY TECHNOLOGY COMPANIES 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 provisions 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. Coverage Territory — Worldwide 9. Duties in Event of Occurrence, Claim or Suit 10. Expected or Intended Injury (PD) 11. Incidental Medical Malpractice 12. Medical Payments 13. Mobile Equipment Redefined 14. Newly Acquired or Formed Organizations 15. Non -Owned Aircraft 16. Non -Owned Watercraft 17. Personal and Advertising Injury 18. Product Recall Expense 19. Supplementary Payments Increased Limits 1. ADDITIONAL INSURED — BROAD FORM VENDORS Section II — Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) (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 not authorized by you; (3) (4) (5) Any physical or chemical change in the product made intentionally by the vendor; 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; 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; 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 "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 (7) (8) VCG 207 07 09 Includes copyrighted material of Insurance Services Office, Inc. Copyright 2009, OneBeacon Insurance Group LLC PRODUCER Page 1 of 7 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; 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 Declarations. 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 interrupted 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 following: "Bodily injury" means bodily injury, sickness, or disease sustained by a person, including mental anguish or death resulting from any of these at anytime. 6. BROADENED NAMED INSURED Section II L. 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 date of this endorsement 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 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 $35,000 per "occurrence". VCG 207 07 09 Includes copyrighted material of Insurance Services Office, Inc. Copyright 2009, OneBeacon Insurance Group LLC Page 3of7 r- VLIV I IVVIVIL)L-f\. f I I-V I-`-FV-V I-VVV I 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 II — 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. Copyright 2004, OneBeacon Insurance Group LLC PAnni IrFp Page 1 of 5 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 52 WE LN9641 Endorsement Number: Effective Date: Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: DAY MANAGEMENT CORPORATION PO BOX 189 ESTACADA, OR 97023 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 applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description AS NEEDED PER CONTRACT Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: Policy Expiration Date: 10/1/14 /1/fgi r ts,¢ DAY WIRELESS SYSTEMS SERVICE AGREEMENT dba: US Mobile Wireless Communications, Inc. 8300 Juniper Creek Lane STE 100 DATE 10/7/2014 San Diego, CA 92126 858-537-0709 Fax: 858-537-9570 CUSTOMER NAME City of National City - Police Department ATTN: Accounts Payable BILLING ADDRESS: 1243 National City Blvd. CITY: National City CONTRACT START DATE 7/1/2014 YES ZIP 91950 AUTO RENEWAL: NO CUSTOMER#: NAT140 WIRELESS SYSTEMS CUSTOMER/AGREEMENT: 565-00 CUSTOMER CONTACT: Ronni Zengota rzengota@nationa[cityca.gov TELEPHONE / FAX #: 619-336-4509 Fax: 619-336-4525 EXPIRATION DATE 6/30/2015 QTY MODEL NUMBER/SERIAL NUMBER/DESCRIPTION PLACE OF SERVICE MONTHLY SVC AMOUNT CUSTOMER LOCATION SVC CTR DRIVE-IN SVC CTR MAIL -IN PER UNIT EXTENDED 3 Mobile Control Stations* X 9.00 27.00 3 Reomote Op Positions* X 84.00 252.00 1 Spectra Consolette Existing* X 25.00 25.00 1 Ethernet Router* X 15.00 15.00 1 Ethernet Switch` X 15.00 15.00 1 Tensor Channel Bank` X 32.00 32.00 9 XTL5000 Consolettes* X 9.00 81.00 3 BDA X 25.00 75.00 15 Astro Mobiles X 8.00 120.00 16 XTS3000 Portables X 10.00 160.00 80 XTS5000 Portables X 8.00 640.00 33 XTS2500 Portables X 8.00 264.00 56 Astro Mobiles X 8.00 448.00 3 Moto Astros X 8.00 24.00 Totals for page 1 PAYMENT CYCLE: TAX EXEMPT: [ I ANNUALLY [ I YES, ATTACH EXEMPT [ ] SEMI-ANNUALLY CERTIFICATE [ X ] QUARTERLY [ X I NO [ ] MONTHLY [ ] OTHER (SPECIFY IN SPECIAL INSTRUCTIONS) TOTAL PER MONTH $2,178.00 TAXES $0.00 TOTAL $6,534.00 THE ABOVE SERVICE AMOUNT IS SUBJECT TO STATE & LOCAL TAXING JURISDICTIONS, TO BE VERIFIED BY DAY WIRELESS PAGE 1 OF 1 WHEN THIS AGREEMENT IS ACCEPTED BY US MOBILE WIRELESS, THE EQUIPMENT ON THE CUSTOMER/AGREEMENT ORDER REFERENCED ABOVE WILL BE SERVICED BY U.S. MOBILE WIRELESS IN ACCORDANCE WITH THE TERMS AND CONDITIONS PRINTED ON ATTACHMENT. THIS AGREEMENT DOES NOT INCLUDE REPLACEMENT OF ANTENNAS. BATTERIES, OR SERVICE OF ANY TRANSMISSION LINE. ANTENNA, TOWER OR TOWER LIGHTING UNLESS SUCH WORK IS DESCRIBED BELOW SPECIAL INSTRUCTIONS: HOURS OF SERVICE: 8:00 AM TO 4:30 PM Monday thru Friday excluding weekends and holidays. An annual preventative maintenance inspection is included in this contract and is to be scheduled by a representative of National City Police Department. This contract includes all parts and labor with the exception of antennas, batteries, cables, programming, physical abuse and water/checmical damage. 'Denotes that this equipment is covered under 24/7/365. Contract included pick up and delivery of portables. [ X ] NEW [ ] ADJUSTMENT AGREEMENT AGREEMENT# Additional terms, definitions and conditions of this SERVICE AGREEMENT are printed on page 2. PURCHASE NUMBER AUTHORIZED CUSTOMER (SIGNATURE) DATE: SERVICE REPRESENTATIVE (SIGNATURE) DATE: RESOLUTION NO. 2014 — 166 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 FROM JULY 1, 2014 THROUGH JUNE 30, 2015 IN AN AMOUNT NOT TO EXCEED $46,261 TO PROVIDE MAINTENANCE, SERVICE, AND INSTALLATION OF THE CITY'S RADIO COMMUNICATIONS EQUIPMENT, MAINTAIN INFRASTRUCTURE FOR MOBILE AND PORTABLE RADIOS, ON -CALL SERVICES, AND OTHER PROJECTS AS NEEDED 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 and Fire Department; 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 WHEREAS, Day Wireless Systems is willing to provide such services from July 1, 2014 through June 30, 2015 for an amount not to exceed $46,261, with the option to extend the Agreement for three (3) additional one-year terms with the same terms and conditions; and WHEREAS, Day Wireless Systems is the certified Motorola vendor for the Regional Communications System of which the City of National City is a member, and has installed, maintained, and serviced the City's two-way radio communications equipment since 1999. Changing the service to another vendor would entail additional costs to integrate the Day Wireless system with the new vendor's system. These are special circumstances that support of waiving the bidding process; 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. 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 $46,261. Said Agreement is on file in the office of the City Clerk. [Signature Page to Follow] Resolution No. 2014 —166 Page Two PASSED and ADOPTED this 2nd day of Decem:,a 014. on Morrison, ATTEST: Micael R. Dalla Clerk it PPROVED AS TO F C audia Gacit _ ilva City Attorney Passed and adopted by the Council of the City of National City, California, on December 2, 2014 by the following vote, to -wit: Ayes: Councilmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California I rk of the City of ationa By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2014-166 of the City of National City, California, passed and adopted by the Council of said City on December 2, 2014. City Clerk of the City of National City, California By: Deputy City C I City, California CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: December 2, 2014 AGENDA ITEM NO. ',11 ITEM 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 with Day Wireless Systems, in an amount not to exceed $46,261, to provide maintenance, service and installation of the City's radio communications equipment, maintain infrastructure for mobile and portable radios, on call services and other oroiects as needed from July 1. 2014 throuah June 30, 2015. PREPARED BY: Ronni Zengota, Operations Assistant DEPARTMENT: Police PHONE: Ext. 4516 APPROVED BY. EXPLANATION: It is requested that Council waive the formal bidding requirements as allowed in Section 1 of the Purchasing Ordinance and in 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. Day Wireless has maintained and serviced the City's two-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 public safety radios since 1999. Day Wireless is the certified Motorola vendor for the Regional Communications System (RCS) of which the City of National City is a member. FINANCIAL STATEMENT: ACCOUNT NO. APPROVED: pp Finance APPROVED: MIS Amounts are budgeted in respective departments and cannot exceed the following: Police Department - $29,523.40, 001-411-000-287-0000 / Source(s) of remaining $6,613.00 is as yet undetermined; however, additional appropriations will not be required Fire Department - $10,125.00 — 001-412-125-287-0000 & 001-412-125-299-0000 ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: STAFF RECOMMENDATION: Adopt the Resolution BOARD / COMMISSION RECOMMENDATION: ATTACHMENTS: )ay Wireless Agreement Y,tiw0VVT1O NO. `dOV`-k - \toy, AGREEMENT 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 , 2014, 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 a maintenance agreement for the Police Department and the Fire Department for 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. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONTRACTOR. The CITY agrees to engage the CONTRACTOR, and the CONTRACTOR agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONTRACTOR represents that all services shall be performed directly by the CONTRACTOR or under direct supervision of the CONTRACTOR. 2a. SCOPE OF SERVICES — POLICE DEPARTMENT The CONTRACTOR will perform maintenance of equipment as set forth in the attached Exhibit "A" ($26,136.00). POLICE DEPARTMENT also will have CONTRACTOR perform installations such as radio installations, cabeling, modem installations and antenna installations as directed by the POLICE DEPARTMENT, and other projects as directed by the CHIEF OF POLICE ($10,000.00). 2b. SCOPE OF SERVICES — FIRE DEPARTMENT The CONTRACTOR will perform maintenance of equipment as set forth in Exhibit "B". 1 City's Standard Agreement —2011 revision The CONTRACTOR shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CITY may unilaterally, or upon request from the CON 1RACTOR, 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. 3. PROJECT COORDINATION AND SUPERVISION. Lieutenant Robert Rounds hereby is designated as the Project Coordinator for the POLICE DEPARTMENT and Jason Matlock and Michael Lafrenere hereby are designated as the Project Coordinators for the FIRE DEPARTMENT and will monitor the progress and execution of this Agreement. 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 compensation for the CONTRACTOR shall not exceed Thirty Six Thousand One Hundred Thirty Six Dollars ($36,136.00) for the POLICE DEPARTMENT. This not -to -exceed amount includes the specific scope of services set forth in Exhibit "A" totaling Twenty Six Thousand One Hundred Thirty Six Dollars ($26,136.00) (POLICE) for the term of this Agreement, and up to the remaining balance of Ten Thoursand Dollars ($10,000.00) for additional parts, installations, services and equipment as set forth in Section 2a of the Agreement (Scope of Services -Police Department) during the term of the Agreement. The compesantion for the CONTRACTOR for the FIRE DEPARTMENT shall not exceed $10,125.00. This not to exceed amount includes the specific scope of services set forth in Exhibit `B". Billings shall include labor classifications, respective rates, hours worked and also materials, if any. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibits "A" and `B", as determined by the CITY. 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. ACCEPTABILITY OF WORK. The City shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. 2 City's Standard Agreement —2011 revision In the event the CON 1RACTOR and the City cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR in this Agreement, the City or the CONTRACTOR shall give to the other written notice. Within ten (10) business days, the CONTRACTOR and the City shall each prepare a report which supports their position and file the same with the other party. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR. 6. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on July 1, 2014. The duration of this Agreement is for the period of 1 year, July 1, 2014 through June 30, 2015, provided that the parties may mutually agree in writing signed by both parties to extend this Agreement on the same terms and conditions for three (3) additional one-year terms. 7. 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 CONSULTANT 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 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. 8. 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 employees 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, unemploy- ment, or workers' compensation insurance. 3 City's Standard Agreement —2011 revision 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 CONTRACTPR 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 CONTRACTPR with its SUBCONTRACTPR(S) shall require the SUBCONTRACTPR(S) to adhere to the applicable terms of this Agreement. 9. 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 CON TRACTOR or the CONTRACTOR'S agents, servants, or employees are not 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 CONTRACTOR, and that the CONTRACTOR'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. 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 SUBCONTRACTOR(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. 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 CONSULTANT to practice its profession. 12. 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 CONTRACTPR'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 CONSULTANT 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. 4 Citys Standard Agreement —2011 revision 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. 13. 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 CONTRACTPR 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. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONTRACTOR certain confidential information to enable the 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. 5 City's Standard Agreement —2011 revision 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, suites, 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 performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers, or employees. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. 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. 17. INSURANCE. The CONTRACTPR, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONTRACTOR(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. n 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 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONTRACTORS employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. 6 City's Standard Agreement —2011 revision If CONTRACTOR has no employees subject to the California Workers' Compensation and Labor laws, CONTRACTOR shall execute a Declaration to that effect. Said Declaration shall be provided to CONTRACTOR 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. 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. G. Insurance shall be written with only California admitted companies that 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. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. 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. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. 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 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. 19. 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 7 City's Standard Agreement —2011 revision 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. 20. 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 CONSULTANT. 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 CONTRACTPR'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. 21. 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 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: 8 City's Standard Agreement —2011 revision TO CITY: Chief of Police City of National City 1243 National City Boulevard National City, CA 91950-4301 TO CONTRACTOR: Day Wireless 8300 Juniper Creek Lane Suite 100 San Diego, CA 92126-1072 Director of Emergency Services City of National City 1243 National City Boulevard National City, CA 91950-4301 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. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT 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 CONSULTANT shall file a Statement of Economic Interests with the City 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 22 by the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates 9 City's Standard Agreement —2011 revision apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. 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. Audit. If this Agreement exceeds ten -thousand dollars (S10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. 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. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. 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, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the 10 City's Standard Agreement —2011 revision drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY By: Ron Morrison, Mayor APPROVED AS TO FORM: Claudia G. Silva City Attorney U.S. MOBILE WIRELESS COMMUNICATIONS, INC. DBA DAY WIRELESS SYSTEMS (Corporation — signatures of two corporate officers) BY: VLQ_ (Name) Gordon. b bay (Print) ksideivt- (Title) ame) (Print) vP opPs (Title) 11 City's Standard Agreement —2011 revision DAYMANA-01 KELLIL ACORO CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 10/1/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to title certificate holder in lieu of such endorsement(s). PRODUCER Durham and Bates Agencies, Inc. 720 SW Washington St. Ste250 Portland, OR 97205 CONTANAME: Julie Douglas PHONE (503)224-5170 FAX 503 221-0540 (A/C, No, Extl: (A/c, No): ( ) E-MAIL •ulied dbates.com ADDRESS:, INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Atlantic Specialty Ins. Co. 27154 INSURED US Mobile Wireless Communications, Inc. dba: Day Wireless Systems 4700 SE International Way Milwaukie, OR 97222 INSURER B : Navigators Insurance Co 42307 INSURER C : Hartford INSURER D INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT 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 POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTRINSD TYPE OF INSURANCE ADDL SUBR WVD POLICY NUMBER POLICY EFF JMM/DD/YYYYL(MM/DD/YYYYL POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY 711014061-0001 10/01/2014 10/01/2015 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGETORENTED PREMISES {Ea occurrence) $ 1,000,000 X $1,000,000 Umbrella MED EXP (Any one person) $ 10,000 X Washington Stop Gap PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PRO- JECT X PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OPAGG $ 2,000,000 WA Emplrs Liab $ 500,000 A AUTOMOBILE X X LIABILITY ANY AUTO ALL OWNED X SCHEDULED 711014061-0001 10/01/2014 10/01/2015 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ B X UMBRELLA LIAB EXCESS LIAB X O OCCUR CLAIMS -MADE LA14EXC161165IV 10/01/2014 10/01/2015 EACH OCCURRENCE $ 8,000,000 AGGREGATE $ 8,000,000 DED RETENTION $ $ C WORKERS COMPENSATION AND EMPLOYERS LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N N / A 52WELN9641 10/01/2014 10/01/2015 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 A A Tech E&O Liability Claims -Made 711014062-0001 711014062-0001 10/01/2014 10/01/2014 10/01/2015 10/01/2015 Each Claim/Aggregate 2,000,000 SIR/DED Each Claim 10,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Re: Continuing Maintenance Projects throughout National City. For Additonal Insured provisions see attached Blanket Additonal Insured forms VCG207 07 09 Vantage for General Liability Technology Companies, and VCA 201 01 09 Vantage for Automobile. Workers Compensation form WC040306 - Waiver of Our Right to Recover From Others Endorsement - California attached. CERTIFICATE HOLDER CANCELLATION City of National City c/o Ronni Zengota 1200 National City Blvd National City, CA 91950-4302 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: DAYMANA-01 MELODYF LOC #: 1 ADDITIONAL REMARKS SCHEDULE AGENCY Durham and Bates Agencies, Inc. POUCY NUMBER SEE PAGE 1 CARRIER NAIC CODE SEE PAGE 1 ISEEPI ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Remarks: Page 1 of 1 NAMED INSURED US Mobile Wireless Communications, Inc. dba: Day Wireless Systems 4700 SE International Way Mliwaukie, OR 97222 EFFECTIVE DATE: SEE PAGE 1 Workers Compensation Companies Hartford Insurance Co of the Midwest - Applies to State of Nevada Hartford Accident and Indemnity - Applies to States of CA and OR Twin City Fire Insurance Company - Applies to Sate of ID ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 711014061-0001 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. @VANTAGE FOR GENERAL LIABILITY TECHNOLOGY COMPANIES 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 provisions to determine the extent of your coverage. individual 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. Coverage Territory — Worldwide 9. Duties in Event of Occurrence, Claim or Suit 10. Expected or Intended Injury (PD) 11. Incidental Medical Malpractice 12. Medical Payments 13. Mobile Equipment Redefined 14. Newly Acquired or Formed Organizations 15. Non -Owned Aircraft 16. Non -Owned Watercraft 17. Personal and Advertising Injury 18. Product Recall Expense 19. Supplementary Payments Increased Limits 1. ADDITIONAL INSURED — BROAD FORM VENDORS Section iI — Who is An Insured is amended to include as an additional insured any person(s) or organization(s) (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 vendors 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 d contract or agreement This excluslon'does not appy to liability for damages that the vendor would have in the absence of the contract or agreement; (2) Any express warranty not authorized 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 VCG 207 07 09 Includes copyrighted material of Insurance Services Office, Inc, Copyright 2009, OneBeacon Insurance Group LLC PRODUCER Page 1 of 7 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; 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 Declarations. 3. AGGREGATE UMIT PER LOCATION a. Under Section lil — Limits of Insurance, the General Aggregate Umit 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 interrupted 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 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. 6. BROADENED. NAMED INSURED Section II L 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 date of this endorsement will be a Named Insured until the 180th day or the end of the policy period, whichever comes first; provided there is lie 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 woyld 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 Umit, the most we will pay for "property damage" to "Customers' Goods" is $35,000 per "occurrence". VCG 207 07 09 Includes copyrighted material of Insurance Services Office, Inc. Page 3 of 7 Copyright 2009, OneBeacon Insurance Group LLC r vLIL, i r4usviccr\. r I I-V 1-'+U-U I-UUV I 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 II — 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. Copyright 2004, OneBeacon Insurance Group LLC pFinni WPC. Page 1 of 5 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 52 WE LN9641 Endorsement Number: Effective Date: Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: DAY MANAGEMENT CORPORATION PO BOX 189 ESTACADA, OR 97023 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 applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description AS NEEDED PER CONTRACT Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: Policy Expiration Date: 10/1/14 DAY Wu._LESS SYSTEMS SERVICE ` .. JREEMENT dba: US Mobile Wireless Communications, Inc. 8300 Juniper Creek Lane STE 100 DATE 10/7/2014 San Diego, CA 92126 858-537-0709 Fax: 858-537-9570 CUSTOMER NAME: City of National City - Police Department ATTN: Accounts Payable BILLING ADDRESS: 1243 National City Blvd. CITY: National City CONTRACT START DATE: 7/1/2014 YES ZIP 91950 AUTO RENEWAL: NO CUSTOMER #: NAT140 WIRELESS SYSTEMS CUSTOMER/AGREEMENT: 565-00 CUSTOMER CONTACT: Ronni Zengota rzengota@nationa[cityca.gov TELEPHONE / FAX #: 619-336-4509 Fax: 619-336-4525 EXPIRATION DATE 6/30/2015 CITY MODEL NUMBER/SERIAL NUMBER/DESCRIPTION PLACE OF SERVICE MONTHLY SVC AMOUNT CUSTOMER LOCATION svccTR DRIVE-IN SVC CTR MAIL -IN PER UNIT EXTENDED 3 Mobile Control Stations* X 9.00 27.00 3 Reomote Op Positions* X 84.00 252.00 1 Spectra Consolette Existing* X 25.00 25.00 1 Ethernet Router* X 15.00 15.00 1 Ethernet Switch* X 15.00 15.00 1 Tensor Channel Bank* X 32.00 32.00 9 XTL5000 Consolettes* X 9.00 81.00 3 BDA X 25.00 75.00 15 Astro Mobiles X 8.00 120.00 16 XTS3000 Portables X 10.00 160.00 80 XTS5000 Portables X 8.00 640.00 33 XTS2500 Portables X 8.00 264.00 56 Astro Mobiles X 8.00 448.00 3 Moto Astros X 8.00 24.00 Totals for page 1 PAYMENT CYCLE: TAX EXEMPT: [ I ANNUALLY ( ] YES, ATTACH EXEMPT [ ] SEMI-ANNUALLY CERTIFICATE [ X I QUARTERLY l x ] NO [ ] MONTHLY [ ] OTHER (SPECIFY IN SPECIAL INSTRUCTIONS) TOTAL PER MONTH $2,178.00 TAXES $0.00 TOTAL $6,534.00 THE ABOVE SERVICE AMOUNT IS SUBJECT TO STATE X LOCAL TAXING JURISDICTIONS. TO BE VERIFIED BY DAY WIRELESS PAGE 1 OF 1 WHEN THIS AGREEMENT IS ACCEPTED BY US MOBILE WIRELESS, THE EQUIPMENT ON THE CUSTOMER/AGREEMENT ORDER REFERENCED ABOVE WILL BE SERVICED BY U.S. MOBILE WIRELESS IN ACCORDANCE WITH THE TERMS AND CONDITIONS PRINTED ON ATTACHMENT. THIS AGREEMENT DOES NOT INCLUDE REPLACEMENT OF ANTENNAS, BATTERIES, OR SERVICE OF ANY TRANSMISSION LINE, ANTENNA. TOWER OR TOWER LIGHTING UNLESS SUCH WORN IS DESCRIBED BELOW SPECIAL INSTRUCTIONS: HOURS OF SERVICE: 8:00 AM TO 4:30 PM Monday thru Friday excluding weekends and holidays. An annual preventative maintenance inspection is included in this contract and is to be scheduled by a representative of National City Police Department. This contract includes all parts and labor with the exception of antennas, batteries, cables, programming, physical abuse and water/checmical damage. 'Denotes that this equipment is covered under 24/7/365. Contract included pick up and delivery of portables. [ X ] NEW [ ] ADJUSTMENT AGREEMENT AGREEMENT# Additional terms, defindlons and conditions of this SERVICE AGREEMENT are printed on page 2 PURCHASE NUMBER AUTHORIZED CUSTOMER (SIGNATURE) DATE: SERVICE REPRESENTATIVE (SIGNATURE) DATE: CX/l/tsIT « /3 a DAY WIRELESS SYSTEMS SERVICE AGREEMENT dba: US Mobile Wireless Communications, Inc. 8300 Juniper Creek Lane STE 100 DATE 6/19/2014 San Diego, CA 92126 858-537-0709 Fax: 858-537-9570 CUSTOMER NAME: NATIONAL CITY -FIRE DEPT CUSTOMER #: NAT130 WIRELESS SYST ATTN: BRENDA HODGES 619-336-4570 CUSTOMER/AGREEMENT: 560-00 BILLING ADDRESS: 1243 NATIONAL CITY BLVD CITY: National City STATE: CA CONTRACT START DATE: 7/1/2014 YES ZIP 92050 AUTO RENEWAL: NO CUSTOMER CONTACT: JASEN MATLOCK/ MICHAEL LAFRENIERE TELEPHONE / FAX #. 619-336-4550/619-336-4562 jmatlockt nationalcityca.gov EXPIRATION DATE: 6/30/2015 QTY MODEL NUMBER/SERIAL NUMBER/DESCRIPTION PLACE OF SERVICE MONTHLY SVC AMOUNT CUSTOMER LOCATION SVCCTR DRIVE-IN SVCCTR MAIL -IN PER UNIT EXTENDED 14 Astro XTL5000 W9X Mobile Radios x 15.00 210.00 4 Astro XTL5000 W7X Base Stations x 15.00 60.00 35 XTS5000 Portables x 9.00 315.00 28 Vehicular Tri-chem charger x 7.50 210.00 4 Impress Rapid Rate Chargers x 3.00 12.00 5 Desktop chargers Model AA1670 x 3.75 18.75 2 Batt Maint System Model WPLN4079BR x 9.00 18.00 PAYMENT CYCLE: TAX EXEMPT: [ I ANNUALLY [ ] YES, ATTACH EXEMPT [ I SEMI-ANNUALLY CERTIFICATE [ ] QUARTERLY [ x ] NO [ x ] MONTHLY [ ] OTHER (SPECIFY IN SPECIAL INSTRUCTIONS) TOTAL PER MONTH $843.75 TAXES TOTAL $843.75 THE ABOVE SERVICE AMOUNT IS SUBJECT TO STATE 8 LOCAL TAXING JURISDICTIONS, TO BE VERIFIED BY DAY WIRELESS PAGE 1 OF 2 WHEN THIS AGREEMENT IS ACCEPTED BY US MOBILE WIRELESS. THE EQUIPMENT ON THE CUSTOMER/AGREEMENT ORDER REFERENCED ABOVE WILL BE SERVICED BY U.S. MOBILE WIRELESS IN ACCORDANCE WITH THE TERMS AND CONDITIONS PRINTED ON ATTACHMENT. THIS AGREEMENT DOES NOT INCLUDE REPLACEMENT OF ANTENNAS. BATTERIES. OR SERVICE OF ANY TRANSMISSION LINE, ANTENNA, TOWER OR TOWER LIGHTING UNLESS SUCH WORK IS DESCRIBED BELOW SPECIAL INSTRUCTIONS: HOURS OF SERVICE: 8:00 AM TO 4:30 PM Monday thru Friday. EXCLUDING WEEKENDS and HOLIDAYS. An annual preventive maintenance inspection is included in this contract and is to be scheduled by a representative of the FIRE DEPT. This contract includes all parts and labor with the exception of antennas, batteries, cables, programming, physical abuse and water/chemical damage. [X ] NEW [ ] RENEWAL AGREEMENT AGREEMENT# Additional terms. definitions and conditions of this SERVICE AGREEMENT are printed on the reverse side. AUTHORIZED CUSTOMER SIGNATURE/P.O.# TITLE IS P.O. REQUIRED? Lx_] YES, ATTACH P.O. [ ] NO DATE SERVICE REPRESENTATIVE (SIGNATURE) TELEPHONE # SERVICE REPRESENTATIVE (PRINT NAME) CELL PHONE # RESOLUTION NO. 2014 — 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 FROM JULY 1, 2014 THROUGH JUNE 30, 2015 IN AN AMOUNT NOT TO EXCEED $46,261 TO PROVIDE MAINTENANCE, SERVICE, AND INSTALLATION OF THE CITY'S RADIO COMMUNICATIONS EQUIPMENT, MAINTAIN INFRASTRUCTURE FOR MOBILE AND PORTABLE RADIOS, ON -CALL SERVICES, AND OTHER PROJECTS AS NEEDED 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 and Fire Department; 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 WHEREAS, Day Wireless Systems is willing to provide such services from July 1, 2014 through June 30, 2015 for an amount not to exceed $46,261, with the option to extend the Agreement for three (3) additional one-year terms with the same terms and conditions; and WHEREAS, Day Wireless Systems is the certified Motorola vendor for the Regional Communications System of which the City of National City is a member, and has installed, maintained, and serviced the City's two-way radio communications equipment since 1999. Changing the service to another vendor would entail additional costs to integrate the Day Wireless system with the new vendor's system. These are special circumstances that support of waiving the bidding process; 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. 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 $46,261. Said Agreement is on file in the office of the City Clerk. [Signature Page to Follow] Resolution No. 2014 — Page Two PASSED and ADOPTED this 2nd day of December, 2014. Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Claudia Gacitua Silva City Attorney CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 phone / 619-336-4229 fax Michael R. Dalla, CMC - City Clerk December 8, 2014 Mr. Gordon Day Day Wireless Systems, Inc. 8300 Juniper Creek Lane, Suite 100 San Diego, CA 92126-1072 Dear Mr. Day, On December 2"d, 2014, Resolution No. 2014-166 was passed and adopted by the City Council of the City of National City, authorizing execution of an Agreement with Day Wireless Systems, Inc. We are enclosing for your records a certified copy of the above Resolution and a fully executed original Agreement. Sincerely, hi Michael R. Dalla, CMC City Clerk Enclosures cc: Police Dept.