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HomeMy WebLinkAbout2017 CON Day Wireless - Radio Equipment MaintenanceAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND DAY MANAGEMENT CORP dba DAY WIRELESS SYSTEMS THIS AGREEMENT is entered into on this 3 day of 34,))-f , 2017, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and DAY MANAGEMENT, CORP., a California corporation, dba DAY WIRELESS SYSTEMS, (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide maintenance, service, and installation of the CITY'S radio communications equipment, maintain infrastructure for mobile and portable radios, and provide on call services for the City of National City Police Department and the Fire Department . WHEREAS, the CITY has determined that the CONSULTANT is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT to provide maintenance, service, and installation of the CITY'S radio communications equipment, maintain infrastructure for mobile and portable radios, and provide on call services for the Police Department and the Fire Department for the City of National City, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on July 1, 2017. The duration of this Agreement is for the period of July 1, 2017 through June 30, 2018. Completion dates or time durations for specific portions of the project are partially set forth in Exhibits "A" and "B". This Agreement may be extended by mutual agreement upon the same terms and conditions for three additional one (1) year terms. Any extension of this Agreement must be approved in writing by the City Manager. 3a. SCOPE OF SERVICES — POLICE DEPARTMENT. The CONSULTANT will perform maintenance of radio equipment as set forth in the attached Exhibits "A". POLICE DEPARTMENT also will have CONSULTANT 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 up to ($10,000.00). To the extent any term in Exhibit "A" conflicts with the term of this Agreement, the Agreement shall control. Contract excludes coverage of antennas, batteries, cables, programming, physical abuse and water/chemical damage. 3b. SCOPE OF SERVICES — FIRE DEPARTMENT. The CONSULTANT will perform maintenance of equipment as set forth in Exhibit `B". To the extent any term in Exhibit "B" conflicts with the term of this Agreement, the Agreement shall control. The CONSULTANT 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 CONSULTANT shall appear at meetings when requested by the CITY to keep staff and City Council advised of the progress on the project. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT 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. 4. PROJECT COORDINATION AND SUPERVISION. The Operations Support Lieutenant 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 CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Amador Macias thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $26,352.00 (POLICE) for the term of this Agreement, and up to Ten Thoursand Dollars ($10,000.00) for additional parts, installations, services and equipment as set forth in Section 3a of the Agreement (Scope of Services -Police Department) during the term of the Agreement. Quarterly invoices shall be paid in the amount of $6,588.00 The compesantion for the CONTRACTOR for the FIRE DEPARTMENT shall not exceed $7,989.00. This not to exceed amount includes the specific scope of services set forth in Exhibit `B". Monthly invoices shall be paid in the amount of $665.75. Quarterly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A and B", as determined by the CITY. The CONSULTANT 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 Standard Agreement Page 2 of 11 Revised May 2017 Day Wireless Systems City of National City and 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. 6. 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. In the event the CONSULTANT and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the CITY or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT 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 CONSULTANT. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT 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 CONSULTANT 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 CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT 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 CONSULTANT shall relieve the CONSULTANT 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 Services 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 CONSULTANT nor the CONSULTANT'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. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'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 Standard Agreement Page 3 of 11 Revised May 2017 Day Wireless Systems City of National City and and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(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 CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, 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 CONSULTANT and each of its SUBCONSULTANT(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 CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT 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 CONSULTANT, 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 CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'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 CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT 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 CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all Standard Agreement Page 4 of 11 Revised May 2017 Day Wireless Systems City of National City and products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -section will render the CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT 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 14, 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 CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT 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 CONSULTANT 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 CONSULTANT 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. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 15. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S performance or other obligations under this Agreement; provided, however, Standard Agreement Page 5 of 11 Revised May 2017 Day Wireless Systems City of National City and 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, employees or volunteers. CITY will cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. 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 CONSULTANT 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 Labor 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, employees, and volunteers 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 CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following insurance policies: A. ❑ If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 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, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S 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. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. Standard Agreement Page 6 of 11 City of National City and Revised May 2017 Day Wireless Systems E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, 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's Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT 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. The Certificate Holder for all policies of insurance required by this Section shall be as follows: City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397. H. Insurance shall be written with only insurers authorized to conduct business in Californiathat hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of 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. I. 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 CONSULTANT 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. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. K. If the CONSULTANT maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY requires and shall be entitled to the broader coverage or higher limits (or both) maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to 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 Standard Agreement Page 7 of 11 Revised May 2017 Day Wireless Systems City of National City and 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. 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT 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 CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: TO CITY: Chief of Police Director of Emergency Services City of National City City of National City Standard Agreement Page 8 of 11 City of National City and Revised May 2017 Day Wireless Systems 1243 National City Boulevard 1243 National City Boulevard National City, CA 91950-4397 National City, CA 91950-4397 TO CONSULTANT: Day Wireless Systems 8300 Juniper Creek Lane Suite 100 San Diego, CA 92126-1072 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the 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 CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT 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 CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT 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 CONSULTANT 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 CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Section 21 by the CONSULTANT. 22. 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 apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 23. 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 Standard Agreement Page 9 of 11 Revised May 2017 Day Wireless Systems City of National City and 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. To the extent any exhibits,schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. 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. Subcontractors or Subconsultants. The CITY is engaging the services of the CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the subconsultant(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 17 and the indemnification and hold harmless provision of Section 15 of this Agreement. M. 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 Standard Agreement Page 10 of 11 City of National City and Revised May 2017 Day Wireless Systems 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 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 APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney By: Nicole Pedone Senior Assistant City Attorney Standard Agreement DAY MANAGEMENT, CORP. DBA DAY WIRELESS SYSTEMS (Corporation — signatures of two corporate officers required) By: (Name) Rmador (Print) ( (Title) r1 c.1(4 s By: (Name) (Print) As 5" �t�vi rxr (Title) City of National City and Revised May 2017 Day Wireless Systems Page 11 of 11 DAY WIRELESS SYSTEMS dba: Day Wireless Systems 8300 Juniper Creek Lane STE 100 San Diego, CA 92126 858-537-0709 Fax: 858-537-9570 CUSTOMER NAME: ATTN: BILLING ADDRESS: CITY: CONTRACT START DATE: 7/1/2017 City of National City - Police Department Accounts Payable 1243 National City Blvd. National City YES SERVICE AGREEMENT DATE 6/5/2017 CUSTOMER #: NAT140 Ex 141 hit 11 DAY::.. WIRELESS SYSTEMS CUSTOMER/AGREEMENT: 4565-00 CUSTOMER CONTACT: Bridget Gregory bgregory@nationa[cityca.gov Zip 91950 TELEPHONE / FAX #: 619-336-4509/619-336-4525 AUTO RENEWAL: NO EXPIRATION DATE: 6/30/2018 OTY MODEL NUMBERJSERIAL NUMBER/DESCRIPTION PLACE OF SERVICE CUSTOMER LOCATIOII SVC CTR DRNE-IN SVC CTR MONTHLY SVC AMOUNT PER UNIT EXTENDED 3 Mobile Control Stations* X 9.00 27.00 3 1 Reomote Op Positions* Spectra Consolette Existing* 90.00 25.00 270.00 25.00 1 Ethernet Router* 15.00 15.00 1 Ethernet Switch* 15.00 15.00 1 Tensor Channel Bank* 32.00 32.00 9 XTL5000 Consolettes* 9.00 81.00 3 BDA 25.00 75.00 15 Astro Mobiles 8.00 120.00 16 XTS3000 Portables 10.00 160.00 80 XTS5000 Portables 8.00 640.00 33 XTS2500 Portables 8.00 264.00 56 Astro Mobiles 8.00 448.00 3 Moto Astros X 8.00 24.00 Totals for page 1 PAYMENT CYCLE: TAX EXEMPT: [ ] ANNUALLY [ [ YES, ATTACH EXEMPT [ ] SEMI-ANNUALLY CERTIFICATE [ X ] QUARTERLY [ x I NO [ ] MONTHLY [ ] OTHER (SPECIFY IN SPECIAL INSTRUCTIONS) TOTAL PER MONTH $2,196.00 TAXES $0.00 TOTAL $6, 588.00 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 DAY WIRELESS SYSTEMS, THE EQUIPMENT ON THE CUSTOMERIAGREEMENT ORDER REFERENCED ABOVE WILL BE SERVICED BY DAY WIRELESS SYSTEMS IN ACCORDANCE W RN THE TERMS AND CONDITIONS PRINTED ON ATTACHMENT. THIS AGREEMENT DOES NOT INCLUDE REPLACEMENT OF ANTENNAS, BATTERIES. OR SERVICE OF ANY TRANSMISSKNI LINE. ANTENNA. TOWER OR TOWER LIGHT INO UNLESS SUCH WORK IB DESCRIBED BELOW SPECIAL INSTRUCTIONS: HOURS OF SERVICE: 8:00 AM TO 4:30 PM M ndey tr,.,, Friday N.dwdlnu eeAende and holidays. An annual preventative maintenance inspection ,c included in chic contract and Is to ha scheduled My a representative or National City Police Department. This contract includes ell parts and labor with the exception of antennae. bottorle s, cable.. pruyram mi I. physical abuse and svoter/cnncmical dam aye. 24/7/365. Contract included pick up and delivery of portanles. [ X ] NEW [ ] ADJUSTMENT AGREEMENT AGREEMENT# Addaional terms. definitions And condlliona of this SERVICE AGREEMENT are printed on page 2. PURCHASE NUMBER AUTHORIZED CUSTOMER (SIGNATURE) DATE: SERVICE REPRESENTATIVE (SIGNATURE) DATE: Day Management Corporation SERVICE AGREEMENT a a: Day W1re/ess Systems 8300 Juniper Creek Lane STE 100 DATE 5/22/2017 San Diego, CA 92126 858-537-0709 Fax: 858-537-9570 CUSTOMER NAME: NATIONAL CITY -FIRE DEPT ATTN: Jasen Matlock BILLING ADDRESS: 1243 NATIONAL CITY BLVD CITY: National City STATE: CA ZIP CONTRACT START DATE: 7/1/2017 YES CUSTOMER#: NAT130 Exk,6,1- DAYL WIRELESS SYSTEMS CUSTOMER/AGREEMENT: 4634-01 CUSTOMER CONTACT: JASEN MATLOCK/ MICHAEL LAFRENIERE 92050 TELEPHONE / FAX #: 619-336-4550/619-336-4562 ;m atlock@n atlon alcityce.gov AUTO RENEWAL: NO EXPIRATION DATE: 6/30/2018 PAGE 1 OF 2 WHEN THIS AGPEEMENT S ACCEPTED BY USMOEEE WIRELESS. THE EOUPAE NT ON THE CUSTOMEPMGRE WENT ORDER REFERENCED AGO✓E W EL DE SE RTICED BY DAY WNELESSSYSTEMS RI ACCOAOLNCE WRIT THE TERMS ANDCONORONS PRINTED CHI ATTACHMENT. 7IG AGREEMENT DOES NOT INCLUDE REPLACEMENT OF ANTENNAS. BATTERIES OR SERVICE OF ANY TRANSASSI N t1NE. ANTENNA LONER OR TOYER LIGHTNG UNLESS SUCH wn1A B DESCRBFO BEEnw PLACE OF SERVICE MONTHLY SVC AMOUNT SPECIAL INSTRUCTIONS: HOURS OF SERVICE: 8:00 AM TO 4:30 PM Mo,..,,. t.,r„ F,Iaay. or( MODEL NUMBER/SERIAL NUMBER/DESCRIPTION t.,_-,IALP ._urr_u >.CCIH ;em:.n ., _<. „ L,I-,I PER UNIT EXTENDED EXCLUDING WEEKENDS or,,, HOLIDAYS. 14 Astro XTL5000 W9X Mobile Radios x 15.00 210.00 4 Astro XTL5000 W7X Base Stations x 15.00 60.00 A <. ,.,.: P•,.-,.,,, ,..., ,:,,I . ,., • ,. . P . I,<,,. ,.. , : „<,,,,,;,; , ,,,,- :. L:. t..: 35 XTS5000 Portables x 9.00 315.00 .,..,,,,.,..,,,,, ,., .. ,.,,...,...- :, .... ... t.• FIRE. DLPT. 4 Impress Rapid Rate Chargers x 3.00 12.00 5 Desktop chargers ModelAA1670 x 3.75 18.75 This contract .nClutIns all Pnrts �I., Inh., w:t„ thn n.cnptln„ or An,n.,nns. nNttr.•rnM1In5, 2 Batt Maint System Model WPLN4079BR x 9.00 10 APX6000XE Portables x 2.00 20.00 6 APX6500 Mobile Radios x 2.00 12.00 [X ] NEW (] RENEWAL AGREEMENT AGREEMENT# Additional terms, definitions and conditions of this SERVICE AGREEMENT are printed on the reverse side. Purchase Number PAYMENT CYCLE: TAX EXEMPT: 1 ] ANNUALLY I ] YES, ATTACH EXEMPT [ ] SEMI-ANNUALLY CERTIFICATE 1 1 QUARTERLY [ x) NO [ x ] MONTHLY [ ] OTHER (SPECIFY IN SPECIAL INSTRUCTIONS) TOTAL PER MONTH $665.75 TAXES AUTHORIZED CUSTOMER (SIGNATURE) Date TOTAL $665.75 THE ABOVE SERVICE AMOUNT IS SUBJECT TO STATE A LOCAL TAXING JURISDICTIONS. TO BE VERIFIED BY DAY WIRELESS SERVICE REPRESENTATIVE (SIGNATURE) Date 356429-SHRED ACOR�® v CERTIFICATE OF LIABILITY INSURANCE ` DATE (MM/DD/YYYY) 7/19/2017 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 have ADDITIONAL INSURED provisions or 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 Commercial Lines - (305) 443-4886 Wells Fargo Insurance Services USA, Inc. 2601 South Bayshore Drive, Suite 1600 Coconut Grove, FL 33133 NANTACT Risk Management Department NAME: g P PHONE 305 43-4886 FAX 305 41-0813 IA/C. No. Ext): ( (A/C, No): E-MAIL i erc cleCerts llo.com wesfar ADDRESS: StY @ g INSURER(S) AFFORDING COVERAGE NAIC a INSURERA: Lexington Insurance Company 19437 INSURED Shred -it USA, LLC a subsidiary of Stericycle, Inc. 28161 N Keith Drive Lake Forest, IL 60045 INSURER B: Greenwich Insurance Company 22322 INSURER c : Allied World National Assurance Co. 10690 INSURER D: XL Insurance America, Inc. 24554 INSURER E : XL Specialty Insurance Company 37885 INSURER F: COVERAGES CERTIFICATE NUMBER: 12092483 REVISION NUMBER: See below 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 POLICIES 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 SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MMIDD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X EG 1932356 06/01/2017 06/01/2018DAMAGE EACH OCCURRENCE S 1,000,000 CLAIMS -MADE X OCCUR TO RENED PREMISES (Ea occurrence) $ 300,000 MED EXP (Any one person) $ 25,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER: X LIMIT APPLIES JECT X PER: L.PRODUCTS GENERAL AGGREGATE $ 2,000,000 - COMP/OP AGG $ 2,000,000 $ B AUTOMOBILE X - _ ,_ LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY _ SCHEDULED AUTOS NON -OWNED AUTOS ONLY X RAD9437833 AOS ( ) g - Physical Damage- Self Insured 06/01/2017 06/01 /2018 COMBINED SINGLE LIMIT {Ea axident) $ 5,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ c X UMBRELLA LIAB EXCESS LIAB X ' OCCUR i CLAIMS -MADE X 0305-0836 06/01/2017 06/01/2018 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 DED RETENTION$ 5 m o WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? r' (Mandatory In NH) If yes. describe under DESCRIPTION OF OPERATIONS below NIA X X RWD9435489 (AOS) RWR9435490 AK & WI ( ) 06/01/2017 06/01/2017 06/01/2018 06/01/2018 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 DESCRIPTION OF OPERATIONS 1 LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) National City Police Department, The City of National City, its elected officials, officers, agents and employees are included as an additional insured where required by written contract. Waiver of subrogation is granted where required by written contract. CERTIFICATE HOLDER CANCELLATION City of National City c/o Risk Manager 1200 National City Boulevard National City, CA 91950-4397 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 The ACORD name and logo are registered marks of ACORD ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) (ni, osriacele replaces carikeba 12092480 Issued on 7/192017) RAD9437833 COMMERCIAL AUTO CA 04 49 11 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance — Primary And Excess Insurance Provisions in the Motor Carrier Coverage Form and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". CA 04 49 11 16 B. The following is added to the Other Insurance Condition in the Auto Dealers Coverage Form and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage and General Liability Coverages are primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". © Insurance Services Office, Inc., 2016 Page 1 of 1 POLICY NUMBER: RAD9437833 XIC 411 1013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTOMATIC ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM AUTO DEALERS COVERAGE FORM A. COVERED AUTOS LIABILITY COVERAGE, Who Is An Insured, is amended to include as an "insured" any person or organization you are required in a written contract to name as an additional insured, but only for "bodily injury" or "property damage" otherwise covered under this policy caused, in whole or in part, by the negligent acts or omissions of: 1. You, while using a covered "auto"; or 2. Any other person, except the additional insured or any employee or agent of the additional insured, operating a covered "auto" with your permission; Provided that: a. The written contract is in effect during the policy period of this policy; b. The written contract was signed by you and executed prior to the "accident" causing "bodily injury" or "property damage" for which liability coverage is sought; and c. Such person or organization is an "insured" solely to the extent required by the contract, but in no event if such person or organization is solely negligent. B. The Limits of Insurance provided for the Additional Insured shall not be greater than those required by contract and, in no event shall the Limits of Insurance set forth in this policy be increased by the contract. C. General Conditions, Other Insurance is amended as follows: Any coverage provided hereunder shall be excess over any other valid and collectible insurance available to the additional insured whether such insurance is primary, excess, contingent or on any other basis unless the contract specifically requires that this policy be primary. All terms, conditions, exclusions and limitations of this policy shall apply to the liability coverage provided to any additional insured, and in no event shall such coverage be enlarged or expanded by reason of the contract. All other terms and conditions of this policy remain unchanged. XIC 411 1013 © 2013 X.L. America, Inc. All Rights Reserved. May not be copied without permission. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 3 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 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.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Where required by written agreement signed prior to loss. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is Issued subsequent to preparation of the policy.) Endorsement Effective 06-01-2017 Insured Stericycle, Inc. Insurance Company XL Insurance America, Inc. WC 00 03 13 (Ed. 4-84) 1983 National Council on Compensation Insurance. Policy No. Endorsement No. RW09435489 22- Countersigned by ENDORSEMENT NO. 13 This endorsement, effective 12:01 AM, June 1, 2017 Forms a part of Policy No: EG 1932356 Issued to: STERICYCLE, INC. By: LEXINGTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED VENDORS ENDORSEMENT - PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY AND POLLUTION LEGAL LIABILITY COVERAGE FORM SCHEDULE Name of Person(s) or Organization(s) (Vendor ): BLANKET WHERE REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT Your Products: ALL PRODUCTS OF THE NAMED INSURED Solely as respects Coverages A, E-1, E-2 and E-3, if applicable, SECTION II - WHO IS AN INSURED is amended to include as an insured any person(s) or organization(s) (referred to herein as the "vendor") shown in the Schedule above, but only with respect to bodily injury, property damage, environmental damage, or emergency response costs arising out of your products shown in the Schedule above which are distributed or sold in the regular course of the vendor's business, subject to all of the terms and conditions of this Policy and the additional following exclusions, terms and conditions: 1. The insurance afforded the vendor does not apply to: a. Bodily injury, property damage, environmental damage, or emergency response .costs for which the vendor is obligated to pay damages by roason 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; b. Any express vvarranty unauthorized by you; c. Any physical or chemical change in your product made intentionally by the vendor; d. 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 tho original container; 103388 (10/09) PAGE 1 OF 2 C I4401 ENDORSEMENT NO. 13 (Continued) e. 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 your product; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of your product; g. Your product which, after distribution or sale by you, has been labeled or relabeled, or used as a container, part or ingredient of any other thing or substance, by or for the vendor; or h. Bodily Injury, property damage, environmental damage or emergency response costs 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: (1) The exceptions contained in Sub -paragraphs d. or f. above; or (2) 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 your product. 2. This insurance does not apply to any products you have acquired from a vendor, or any ingredient, part or container, entering Into, accompanying or containing such products. 3. Solely with respect to the coverage afforded to the vendor pursuant to this •Endorsement, SECTION IV - CONDITIONS, paragraph 4. Other Insurance is deleted in its entirety and replaced with the following: 4. Other Insurance This insurance is primary and non-contributory, and.our obligations are not affected by any other insurance carried by such vendor whether primary, excess, contingent, or on any other basis. All other terms, conditions and exclusions shall remain the same. 103388 (10/09) C 14401 UTHORIZED REPRESENTATIVE or countersignature (in states where applicable) PAGE 2 OF 2 ENDORSEMENT NO. 18 This endorsement, effective 12:01 AM, June 1, 2017 Forms a part of Policy No: EG 1932356 Issued to: STERICYCLE, INC. By: LEXINGTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY ENDORSEMENT - OWNERS, LESSEES OR CONTRACTORS - YOUR WORK This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY AND POLLUTION LEGAL LIABILITY POLICY SCHEDULE Name of Additional Insured Person(s) or Organization(s): BLANKET WHERE REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT I. Solely as respects COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY, COVERAGE B - PERSONAL AND ADVERTISING INJURY LIABILITY, COVERAGE E-2 PRODUCTS POLLUTION AND EXPOSURE LIABILITY, and COVERAGE E-3 - CONTRACTORS POLLUTION LIABILITY, SECTION II - WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for bodily Injury, property damage, personal and advertising injury, environmental damage or emergency response costs caused, in whole or in part, by: A. Your acts or omissions; or B. The acts or omissions of those acting on your behalf; arising out of your work or your product. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. II. As respects the coverage afforded the additional insured(s) scheduled above, this insurance is primary and npn-contributory, and our obligations are not affected by any other insurance carried by such additional insured(s) whether primary, excess, contingent, or on any other basis. III. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: 103393 (03/14) Page 1 of 2 C16523 ENDORSEMENT NO. 18 CONTINUED If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. All other terms, conditions and exclusions shall remain the same. AUTHORIZED REPRESENTATIVE or countersignature (in states where applicable) 103393 (03/14) Page 2 of 2 C15523 ENDORSEMENT NO. 23 This endorsement, effective 12:01 AM, June 1, 2017 Forms a part of Policy No: EG 1932356 Issued to: STERICYCLE, INC. By: LEXINGTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COVERAGES A, B, C AND E ADDITIONAL INSURED - MANAGER OR LESSOR OF PREMISES ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY AND POLLUTION LEGAL LIABILITY COVERAGE FORM SCHEDULE 1. Designation of Premises (Part Leased to You): Where Required By Written Contract of Agreement 2. Name of Manager or Lessor: As Required By Written Contract or Agreement Solely as respects Coverages A, B, C and E, SECTION I1 - WHO IS AN INSURED is amended to include as an insured the person or organization shown in the Schedule above but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Schedule above and subject to the following additional exclusions: This insurance does not apply to: 1. Any occurrence which takes place after you cease to be a tenant in that premises. 2. Structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor shown in the Schedule above. All other terms, conditions and exclusions shall remain the same. UTHORIZED REPRESENTATIVE or countersignature (in states where applicable) 95165 (7/07) PAGE 1 OF 1 CI3129 9 ® A COR� V CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 6/14/2017 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 The Leavitt Group of Boise, Inc. N. Discovery Way, Ste 100 Boise ID 83713 CONTACT RobynGreene NAME: PH No. Ext): (208) 672-6160 (A/C No): (866)429-3119 fA/6220 ADORIEss:robyn-greens@leavitt.com INSURER(S) AFFORDING COVERAGE NAIC p INSuRERANational Union Fire Insurance 019445 INSURED Day Management Corporation dba Day Wireless Systems 4700 SE International Way Milwaukie OR 97222 INSURER B Navigators Insurance Company 42307 INSURERCNeW Hampshire Insurance Co 23841 INSURERD: INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER:17/18 Master 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 POLICIES 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 SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MMIDD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY GL 5342023 4/1/2017 4/1/2018 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) 500,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 25,000 PERSONAL&ADVINJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE X LIMIT APPLIES JECOT- PER: PRODUCTS - COMP/OP AGG $ 2,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO ALLOWNED SCHEDULED AUTOS NON -OWNED AUTOS CA 3786644 4/1/2017 4/1/2018 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 OCCUR CLAIMS -MADE SE17EXC8855921V 4/1/2017 4/1/2018 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 $ DED X RETENTION$ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) [(yes, D DESCRIPTION OF OPERATIONS below Y I N Y N / A WA Stop Gap WC 025893651 (AOS) WC 025893652 (CA) 4/1/2017 4/1/2017 4/1/2018 4/1/2018 X STATUTE EPER R E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) The City of National City, its elected officials, officers, agents, and employees are included as additional insured in regards to General Liability where required by written contract. Waiver of Subrogation applied to Workers Compensation where required by written contract. CERTIFICATE HOLDER CANCELLATION eamaya@nationalcityca.gov City of National City c/o Risk Manager 1243 National City Blvd National City, CA 91950-4397 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 Ted Rice/ROGREE rt7�:r ACORD 25 (2014/01) INS025 (2014011 ©1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 10 POLICY NUMBER: GL 534-20-23 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Location(s) Of Covered Operations Any person or organization whom you become obligated to include as an additional insured as a result of any contract or agreement you have entered into. Per the contract or agreement. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 0 CG 20 10 04 13 Insurance Services Office, Inc., 2012 Page 1 of 1 ENDORSEMENT BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy). This endorsement, effective 12:01 AM 04/01/2017 forms a part of Policy No. WC 0258-93-652 Issued to Day Management Corporation By National Union Fire Insurance Company of Pittsburgh, PA 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 any person or organization with whom you have a written contract that requires you to obtain this agreement from us, as regards any work you perform for such person or organization. The additional premium for this endorsement shall be 2% of the total estimated workers compensation premium for this policy. WC 04 03 61 (1 1 /90) Countersigned by Authorized Representative 0 RESOLUTION NO. 2017 — 146 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY WAIVING THE BIDDING PROCESS PURSUANT TO NATIONAL CITY MUNICIPAL CODE CHAPTER 2.60.220, AND AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH DAY WIRELESS SYSTEMS IN AN AMOUNT NOT TO EXCEED $44,341, TO PROVIDE MAINTENANCE, SERVICE, AND INSTALLATION OF THE CITY'S RADIO COMMUNICATIONS EQUIPMENT MAINTAIN INFRASTRUCTURE FOR MOBILE AND PORTABLE RADIOS, AND PROVIDE ON -CALL SERVICES FROM JULY 1, 2017 THROUGH JUNE 30, 2018, WITH THE OPTION OF THREE (3) ONE-YEAR EXTENSIONS WHEREAS, the City desires to employ a contractor to provide maintenance service and installation of the City's radio communications equipment, maintain infrastructure for mobile and portable radios, and provide on -call services 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 from July 1, 2017 through June 30, 2018, with the option of three (3) one-year extensions, and Day Wireless Systems is willing to provide such services for an amount not to exceed $44,341; and WHEREAS, Section 2.60.220 of the National City Municipal Code provides that the requirements of formal bidding may be disposed with when the City Council determines that due to special circumstances, it is in the City's best interest to purchase a commodity or enter into a contract without compliance with the bidding procedure, or when a particular type or make of commodity or equipment has been standardized by the City by order of the City Manager or City Council; and WHEREAS, Day Wireless Systems has maintained and serviced the City's two- way radio communications equipment since 1999, and changing the service to another vendor would entail additional costs to integrate the Day Wireless system with the new vendor's system, which are the special circumstances in support of waiving the bidding process. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby approves waiving the bidding process pursuant to Section 2.60.220 of the National City Municipal Code, 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, and on -call services for the Police Department and Fire Department from July 1, 2017 through June 30, 2018, with the option of three (3) one-year extensions for an amount not to exceed $44,341. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 1 S' day of August, 2017._ ATTEST: .> Michael R. Della, ity Clerk Ro'71 Morrison, Mayor APPROVED 'A O FORM: 4 Pr/A/_,, • orris- : = ity Attorney Passed and adopted by the Council of the City of National City, California, on August 1, 2017 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 /1 City Clerk of the City o National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2017-146 of the City of National City, California, passed and adopted by the Council of said City on August 1, 2017. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: August 1, 2017 AGENDA ITEM NO. 13 'wrT'EM 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 $44,341, 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 from July 1, 2017 through June 30, 2018 with the option of three (3) one year extensions. . PREPARED BY: Jose Tellez DEPARTMENT: Police PHONE: Ext. 4513 APPROVED BY: EXPLANATION: It is requested that Council waive the formal bidding requirements as allowed in'S''ectioh 12°'of the Purchasing Ordinance and in Section 2.60.220 of the National City Municipal Cede 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. maintained 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 has been the certified Motorola vendor for the Regional ommunications System (RCS) that provides regional service and discounted pricing to the City of National City. FINANCIAL STATEMENT: ACCOUNT NO. APPROVED: s---taza-"` Finance APPROVED: MIS Amounts are budgeted in respective departments and cannot exceed the following: Police Department - $26,352.00 001-411-000-287-0000 Police Department - $10,000.00 001-411-000-299-0000 Fire Department - $7,989.00 — 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: r...ay Wireless Agreement Ekh;h)f. A+l J�e5o/af�a� /3p. "2. 01-7‘ - l /4 AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND DAY MANAGEMENT CORP dba DAY WIRELESS SYSTEMS THIS AGREEMENT is entered into on this 1 $ day of 3v) , 2017, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and DAY MANAGEMENT, CORP., a California corporation, dba DAY WIRELESS SYSTEMS, (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide maintenance, service, and installation of the CITY'S radio communications equipment, maintain infrastructure for mobile and portable radios, and provide on call services for the City of National City Police Department and the Fire Department . WHEREAS, the CITY has determined that the CONSULTANT is qualified by experience and ability to perfonn the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT to provide maintenance, service, and installation of the CITY'S radio communications equipment, maintain infrastructure for mobile and portable radios, and provide on call services for the Police Department and the Fire Department for the City of National City, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on July 1, 2017. The duration of this Agreement is for the period of July 1, 2017 through June 30, 2018. Completion dates or time durations for specific portions of the project are partially set forth in Exhibits "A" and "B". This Agreement may be extended by mutual agreement upon the same tenns and conditions for three additional one (1) year terms. Any extension of this Agreement must be approved in writing by the City Manager. 3a. SCOPE OF SERVICES — POLICE DEPARTMENT. The CONSULTANT will perform maintenance of radio equipment as set forth in the attached Exhibits "A". POLICE DEPARTMENT also will have CONSULTANT 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 up to ($10,000.00). To the extent any term in Exhibit "A" conflicts with the term of this Agreement, the Agreement shall control. Contract excludes coverage of antennas, batteries, cables, programming, physical abuse and water/chemical damage. 3b. SCOPE OF SERVICES — FIRE DEPARTMENT. The CONSULTANT will perform maintenance of equipment as set forth in Exhibit "B". To the extent any term in Exhibit "B" conflicts with the term of this Agreement, the Agreement shall control. The CONSULTANT 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 CONSULTANT shall appear at meetings when requested by the CITY to keep staff and City Council advised of the progress on the project. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT 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. 4. PROJECT COORDINATION AND SUPERVISION. The Operations Support Lieutenant 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 CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Amador Macias thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $26,352.00 (POLICE) for the term of this Agreement, and up to Ten Thoursand Dollars ($10,000.00) for additional parts, installations, services and equipment as set forth in Section 3a of the Agreement (Scope of Services -Police Department) during the term of the Agreement. Quarterly invoices shall be paid in the amount of $6,588.00 The compesantion for the CONTRACTOR for the FIRE DEPARTMENT shall not exceed $7,989.00. This not to exceed amount includes the specific scope of services set forth in Exhibit "B". Monthly invoices shall be paid in the amount of $665.75. Quarterly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A and B", as determined by the CITY. The CONSULTANT 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 Standard Agreement Page 2 of 11 Revised May 2017 Day Wireless Systems City of National City and • three (3) years from the date of fmal payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. 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. In the event the CONSULTANT and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the CITY or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT 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 CONSULTANT. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT 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 CONSULTANT 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 CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT 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 CONSULTANT shall relieve the CONSULTANT 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 Services 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 CONSULTANT nor the CONSULTANT'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. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'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 Standard Agreement Page 3 of 11 City of National City and Revised May 2017 Day Wireless Systems and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(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 CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, 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 CONSULTANT and each of its SUBCONSULTANT(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 CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT 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 CONSULTANT, 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 CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'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 CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT 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 CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all Standard Agreement Page 4 of 11 City of National City and Revised May 2017 Day Wireless Systems • products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -section will render the CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT 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 14, 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 CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT 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 CONSULTANT 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 CONSULTANT 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. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 15. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S performance or other obligations under this Agreement; provided, however, Standard Agreement Page 5 of 11 City of National City and Revised May 2017 Day Wireless Systems 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, employees or volunteers. CITY will cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. 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 CONSULTANT 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 Labor 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, employees, and volunteers 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 CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following insurance policies: A. ❑ If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 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, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S 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. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. Standard Agreement Page 6 of 11 Revised May 2017 Day Wireless Systems City of National City and • • E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, 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's Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT 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. The Certificate Holder for all policies of insurance required by this Section shall be as follows: City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397. H. Insurance shall be written with only insurers authorized to conduct business in Californiathat hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of 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. I. 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 CONSULTANT 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. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. K. If the CONSULTANT maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY requires and shall be entitled to the broader coverage or higher limits (or both) maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to 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 Standard Agreement Page 7 of 11 City of National City and Revised May 2017 Day Wireless Systems 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. 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT 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 CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: TO CITY: Chief of Police Director of Emergency Services City of National City City of National City Standard Agreement Page 8 of 11 Revised May 2017 Day Wireless Systems City of National City and • 1243 National City Boulevard 1243 National City Boulevard National City, CA 91950-4397 National City, CA 91950-4397 TO CONSULTANT: Day Wireless Systems 8300 Juniper Creek Lane Suite 100 San Diego, CA 92126-1072 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the 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 CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT 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 CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT 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 CONSULTANT 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 CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Section 21 by the CONSULTANT. 22. 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 apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 23. 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 Standard Agreement Page 9 of 11 Revised May 2017 Day Wireless Systems City of National City and 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. To the extent any exhibits,schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. 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. Subcontractors or Subconsultants. The CITY is engaging the services of the CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the subconsultant(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 17 and the indemnification and hold harmless provision of Section 15 of this Agreement. M. 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 Standard Agi tient Revised May 2017 Page 10 of 11 City of National City and Day Wireless Systems 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 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: Angil P. Morris -Jones City Attorney By: Nicole Pedone Senior Assistant City Attorney DAY MANAGEMENT, CORP. DBA DAY WIRELESS SYSTEMS (corporation- signatures of two corporate of cets required) By: (Name) fi4.nc.&r (Print) (Title) By: (Name) Ma 6i - S /K4-%nay e it (Print) A-5 5 % S &-e u1 C t..1 Ex — (Title) Standard Agreement Page 11 of 11 City of National City and Revised May 2017 Day Wireless Systems DAY WILESS SYSTEMS dba: Day Wireless Systems 8300 Juniper Creek Lane STE 100 San Diego, CA 92126 858-537-0709 Fax: 858-537-9570 CUSTOMER NAME: ATTN: BILLING ADDRESS: CITY: CONTRACT START DATE: 7/1/2017 City of National City - Police Department Accounts Payable 1243 National City Blvd. National City Zip YES SERVICE AIREEMENT DATE 6/5/2017 CUSTOMER#: NAT140 DAYS. WIRELESS SYSTEMS CUSTOMER/AGREEMENT: 4565-00 CUSTOMER CONTACT: Bridget Gregory bgregory@nationalcityca.gov 91950 TELEPHONE / FAX #: 619-336-4509/619-336-4525 AUTO RENEWAL: NO EXPIRATION DATE: 6/30/2018 OTY MODEL NUMBER/SERIAL NUMBER/DESCRIPTION PLACE OF SERVICE CUSTOMER LOCATION SVC CTR DRNENI SVC CTR MONTHLY SVC AMOUNT PER UNIT EXTENDED 3 Mobile Control Stations* X 9.00 27.00 3 Reomote Op Positions" 90.00 270.00 1 Spectra Consolette Existing' 25.00 25.00 1 Ethernet Router* 15.00 15.00 1 Ethernet Switch* 15.00 15.00 1 Tensor Channel Bank* 32.00 32.00 9 XTL5000 Consolettes' 9.00 81.00 3 BDA 25.00 75.00 15 Astro Mobiles 8.00 120.00 16 XTS3000 Portables 10.00 160.00 80 XTS5000 Portables 8.00 640.00 33 XTS2500 Portables 8.00 264.00 56 Astro Mobiles 8.00 448.00 3 Moto Astros 8.00 24.00 Totals for page 1 PAYMENT CYCLE: [ ] ANNUALLY [ ] SEMI-ANNUALLY [X] QUARTERLY [ ] MONTHLY [ ] OTHER (SPECIFY IN SPECIAL INSTRUCTIONS) TAX EXEMPT: [ I YES, ATTACH EXEMPT CERTIFICATE [XjNO TOTAL PER MONTH $2,196.00 TAXES $0.00 TOTAL $6,588.00 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 DAY WIRELESS SYSTEMS. THE EQUIPMENT ON THE CUSTOMER/AGREEMENT ORDER REFERENCED ABOVE WILL BE SERVICED EN DAV WIRELES8DYSTEM IN ACCORDANCE WITH THE TERMS AND CONDITIONS PRINTED ON ATTACHMENT. THIS AGREEMENT DOES NOT INCLUDE REPLACEMENT OF ANTENNAS. BATTER EN OR SERVICE OF ANY TRANSMISSION LINE. ANTENNA, TONER OR TOWER LIGHTING UNLESS SUCH WORN IS DESCRIBED DELON SPECIAL INSTRUCTIONS: HOURS OF SERVICE: 8:OO AM TO 4:30 PM Monday thrl. Friday e.cw dln9 weak.:-., and ndrday,. An annual preventative maintenance Inspection Is Included .n this contract and Is to be scheduled by a representative of National City Police Department. This contract Include, ell pert, and labor with the exception of ant . batteries, cabin,. programming. physical abuse end venter/choc mica! damned. 'Denote, that tn,z eguipmen( :, covered under 24/7/365. Contract Included pick up and delivery of portables. [ X ] NEW [ ] ADJUSTMENT AGREEMENT AGREEMENT# Adddlonsl terms. defndions and conditions of this SERVICE AGREEMENT ere printed on paps 2. PURCHASE NUMBER AUTHORIZED CUSTOMER (SIGNATURE) DATE: SERVICE REPRESENTATIVE (SIGNATURE) DATE: Day Management Corporation SERVICE AGREEMENT V dbe. Defy here!! Sy.Eeree 8300 Juniper Creek Lane STE 100 DATE 5/22/2017 San Diego, CA 92126 858-537-0709 Fe,. 858-537-9570 CUSTOMER NAME: NATIONAL CITY -FIRE DEPT CUSTOMER #: NAT130 ATTN: Jasen Matlock BILLING ADDRESS: 1243 NATIONAL CITY BLVD CITY: National City STATE: CA ZIP CONTRACT START DATE: 7/1/2017 YES Exkj511- - A. WIRELESS SYSTEMS CUSTOMER/AGREEMENT: 4634-01 CUSTOMER CONTACT: JASEN MATLOCK/ MICHAEL LAFRENIERE 92050 TELEPHONE / FAX #: 619-336-4550/619-336-4562 Jn etlock@netIonelcltyes.goN AUTO RENEWAL' NO X EXPIRATION DATE: 6/30/2018 PAGE 1 OF 2 WHEN THIS AGREEMENT B ACCEPTED SY US UOEiE WRE LESS. THE ECUIIIAENI ON THE CUSTCUEPu1GREEMENT ORDER RE FE RENEEO AGO'r WILL DE SERVICED BY DAY WIRELESS SKEWS V ACCORDANCE WITH THE TERI" AND CONDEMNS RIANTE0 ON ATTAC LLENT. THIS AGTIEEMENI DOES NOT ItiLUOE RETTACEUENT OF ANTENNAS BATTEDE& OR SERNCE OE ANY TRANSIISSION LINE. ANTENNA TEM'ER M TOYER LIGHTING UNLESS SUCH WORN B OE5CI118EO BELOW PLACE OF SERVICE MONTHLY SVC AMOUNT SPECIAL INSTRUCTIONS: HOURS OF SERVICE: 8:00 AM TO 4:30 PM M....Y tnr,. FrIO.Y. QTY MODELNUMBERJSERIAL NUMBERIDESCRIPTION CUSTOMER Lv:%SIDN SYCCER DANE.M sMc - v VA4.R PER UNIT EXTENDED EXCLUDING WEEKENDS .n0 HOLIDAYS. 14 Astro XTL5000 W9X Mobile Radios x 15.00 210.00 An .nn.,R pr.v.nuvn m „n<an,nrn ,n. On ,. ,nn <,n•,<I n Lh , Ont<a L anO to �. 4 Astro XTL5000 W7X Base Stations x 15.00 60.00 35 XTS5000 Portables x 9.00 315.00 .,..h.d,.IRR by . r.p....ent,M.a of tn., FIRE DEPT. 4 Impress Rapid Rate Chargers x 3.00 12.00 5 Desktop chargers Model AA1670 x 3.75 18.75 Tnl. COntr.Ct incl„d., nil pnr„ and I.bnr with trig .iiP.PMOn Of ant.nn.a, b.t<.r,-,. robin., 2 Batt Maint System Model WPLN4079BR x 9.00 18.00 programming. PnYylCal.bb5a and w.t.r/Ch.mK.l damage. 10 APX6000XE Portables x 2.00 20.00 6 APX6500 Mobile Radios x 2.00 12.00 [X ] NEW [ ] RENEWAL AGREEMENT AGREEMENT# Additional terms. definitions and conditions of this SERVICE AGREEMENT are printed on the reverse side. Purchase Number PAYMENT CYCLE: TAX EXEMPT: ( ] ANNUALLY [ 1 YES, ATTACH EXEMPT ( ] SEMI-ANNUALLY CERTIFICATE [ ] QUARTERLY [ x I NO [ x ] MONTHLY f 1 OTHER (SPECIFY IN SPECIAL INSTRUCTIONS) TOTAL PER MONTH $665.75 TAXES AUTHORIZED CUSTOMER (SIGNATURE) Date TOTAL $665.75 THE ABOVE SERVICE AMOUNT IS SUBJECT TO STATE & LOCAL TAXING JURISDICTIONS, TO BE VERIFIED BY DAY WIRELESS SERVICE REPRESENTATIVE (SIGNATURE) Date RESOLUTION NO. 2017 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY WAIVING THE BIDDING PROCESS PURSUANT TO NATIONAL CITY MUNICIPAL CODE CHAPTER 2.60.220, AND AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH DAY WIRELESS SYSTEMS IN AN AMOUNT NOT TO EXCEED $44,341, TO PROVIDE MAINTENANCE, SERVICE, AND INSTALLATION OF THE CITY'S RADIO COMMUNICATIONS EQUIPMENT MAINTAIN INFRASTRUCTURE FOR MOBILE AND PORTABLE RADIOS, AND PROVIDE ON -CALL SERVICES FROM JULY 1, 2017 THROUGH JUNE 30, 2018, WITH THE OPTION OF THREE (3) ONE-YEAR EXTENSIONS WHEREAS, the City desires to employ a contractor to provide maintenance service and installation of the City's radio communications equipment, maintain infrastructure for mobile and portable radios, and provide on -call services 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 from July 1, 2017 through June 30, 2018, with the option of three (3) one-year extensions, and Day Wireless Systems is willing to provide such services for an amount not to exceed $44,341; and WHEREAS, Section 2.60.220 of the National City Municipal Code provides that the requirements of formal bidding may be disposed with when the City Council determines that due to special circumstances, it is in the City's best interest to purchase a commodity or enter into a contract without compliance with the bidding procedure, or when a particular type or make of commodity or equipment has been standardized by the City by order of the City Manager or City Council; and WHEREAS, Day Wireless Systems has maintained and serviced the City's two- way radio communications equipment since 1999, and changing the service to another vendor would entail additional costs to integrate the Day Wireless system with the new vendor's system, which are the special circumstances in support of waiving the bidding process. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby approves waiving the bidding process pursuant to Section 2.60.220 of the National City Municipal Code, 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, and on -call services for the Police Department and Fire Department from July 1, 2017 through June 30, 2018, with the option of three (3) one-year extensions for an amount not to exceed $44,341. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 1st day of August, 2017. Ron Morrison, Mayor ATTEST: APPROVED AS TO FORM: Michael R. Dalla, City Clerk Angil P. Morris -Jones, City Attorney CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 Michael R. Dalla, CMC - City Clerk October 3, 2017 Mr. Amador Macias Day Wireless Systems 8300 Juniper Creek Lane, Suite 100 San Diego, CA 92126-1072 Dear Mr. Macias, On August Pt, 2017, Resolution No. 2017-146 was passed and adopted by the City Council of the City of National City, authorizing execution of an Agreement with Day Wireless Systems. We are enclosing for your records a certified copy of the above Resolution and a fully executed original Agreement. Michael R. Dalla, CMC City Clerk Enclosures