HomeMy WebLinkAbout1996-11-12; City Council; 13900; AGREEMENT WITH MOTOROLA INC. TO PROVIDE A PHASE 1800 MHZ DISPATCH CENTER AND MICROWAVE SYSTEM TO THE CITY OF CARLSBADY OF CARLSBAD - A +
MTG. 1 414 2/96 A PHASE I goo MHZ DISPATCH CENTER AND
MICROWAVE SYSTEM TO THE CITY OF CARLSBAD
Adopt Resolution No. 96 -383 , approving the attached Communications System Agreement (E
and the Lease Purchase Agreement (Exhibit 2) between the City of Carlsbad and Motorola Inc., to prr
800 Mhz regional communications system for the City of Carlsbad.
ITEM EX PLAN AT10 N :
The City of Carlsbad is a participating agency in the San Diego County Regional Communications Sy:
The system was designed to replace existing conventional radio frequencies with a trunked 800 Mhz
The purpose for the system is to develop regional communications capabilities to cope with potential
and major events, to improve inter-agency and intra-agency communications and to provide the neec
technology for all participants to meet their communications needs in the future.
The County of San Diego is funding the infrastructure and backbone of the system via a county servic
which establishes a service fee for each property parcel in each participating jurisdiction as well as co
areas. The City of Carlsbad is funding local equipment via an additional service charge to Carlsbad pr
parcels via a "Zone" to the county service area.
The Carlsbad portion of the Regional Communications System consists of the installation of local eqi
which will be connected to the regional backbone. The installation of local equipment will be conduc
three phases. The first phase consists of the installation of dispatch center and microwave equipme
second phase will be the installation of mobile and portable radios; and phase three will be the install
mobile data and automated vehicle location systems.
The attached Communications System Agreement between the City of Carlsbad and Motorola, lnc., I
agreement by which Motorola Inc., proposes to provide the equipment and conduct the work to insta
phases of the Carlsbad project. The attached lease purchase agreement between the City of Carlsb
Motorola, Inc. is the vehicle by which Motorola will provide the financing. Both agreements as propo!
between the City of Carlsbad and Motorola, Inc. will be the model agreement for all other participatinc
agencies other than the County of San Diego.
ENVIRONMENTAL IMPACT:
On March 21, 1995, the City of Carlsbad adopted Resolution No. 95-69 approving the City of Carlsb;
budget for C.S.A. 135 and requesting the levy of benefit charges for C.S.A. 135 - Zone A for the inc
the City of Carlsbad in the Regional Communications System. On May 14, 1996, the City of Carlsbac
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c years, staff recommends that phase I equipment be purchased by an equipment lease-purchase agr
leased for 15 years, which is the point at which the C.S.A. expires. The total estimated cost of CarIsb(
equipment for the project is $3,635,478. The first phase of the project which includes the dispatch c
equipment and microwave equipment is $764,085.91. Annual lease payments for phase I will be mal
the C.S.A. 135 - Zone A assessments.
PURCHASING PROCESS (see flowchart, Exhibit A to Exhibit 2, pages 42-48):
C.S.A. 135 purchases must be coordinated by participating agencies’ administrative staff and the Re
Communications System (RCS) project staff and processed via the County Auditor, Special Districts c
Purchasing divisions. In addition, C.S.A. 135 purchases must be budgeted and not exceed realized
revenue in participating agencies’ zone accounts.
The participating agencies are required to compile a list of equipment to be purchased, based on thei
approved budget and submit it for RCS Board of Directors for review and approval.
When an agency determines the need to purchase equipment through their CSA zone funds, they n
submit a completed Encumbrance Request Form (Exhibit 2) to the RCS project manager and adminis
assistant for equipment system compatibility and verification of budget/funding requirements.
Following review and approval of the RCS staff, the participating agency’s City Council or Fire District I
will need to give final approval of the list of equipment to be purchased.
The local agency Council or Board approved purchase order or purchase agreement (Exhibit B to Ext
along with a County Claim Form (Exhibit 3) is prepared by the agencies’ administrative staff and forwar
RCS administrative assistant.
Expenditure Reimbursement:
The participating agency will notify the RCS staff when they have received the goods and/or services
the vendor. The RCS administrative assistant will forward the expenditure and reimbursement docun
(Exhibits 3 and 4) to the RCS project manager and RCS Board of Directors for approval.
Upon approval, the RCS administrative assistant will process requests through the County Special Di:
and Purchasing for validation and processing of expenditure.
The County Auditor will issue a check to the participating agency or directly to the vendor from agency
C.S.A. 135 zone funds (participating agency option).
EXHIBITS:
1. Resolution No. 96 -383 approving the communications system agreement and lease purc
agreement between the City of Carlsbad and Motorola, lnc., pages 3 to 6.
Exhibit A to Exhibit 1
Exhibit B to Exhibit 1
Communications System Agreement between City of Carlsbad and
Motorola, Inc., pages 7 to 28.
Lease Purchase Agreement between City of Carlsbad and Motorola,
pages 29 to 40.
2. RCS approved Encumbrance Form dated October 31, 1996, page 41.
Exhibit A to Exhibit 2 Process for Purchase of Equipment by RCS Participating Agencies I
CSA Zone Funds-Flowchart, pages 42 to 48.
3. San Diego County Claim Form, page 47.
4. RCS Expenditure Approval Form, page 48.
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RESOLUTION NO. 96-383
A RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF CARLSBAD, CALIFORNLA, APPROVING THE COMMUNICATIONS SYSTEM AGREEMENT AND LEASE PURCHASE AGREEMENT BETWEEN THE
CITY OF CARLSBAD AND MOTOROLA. INC.
WHEREAS, it is recognized that the effective provision of both
public safety and public service agency support is dependent upon
effective communications: and
WHEREAS, on February 15, 1994, the City Council of the City
of Carlsbad adopted Resolution No. 94-59 giving the City’s consent
to its inclusion in the proposed County Service Area to participate in
regional communications system: and
WHEREAS, on December 19, 1995, the County of San Diego
entered into a Sole Source Contract No. 43095 with Motorola, Inc.
(Motorola) for the necessary services and equipment to provid6 a
regional communications system in the amount of $39,672,111.92
(the backbone system) and to acquire up to $4.5 million worth of
associated equipment for complimentary County facilities: and i
WHEREAS, Paragraph 13 of the General Terms and Conditions
of said Agreement provided that other participating agencies in San
Diego and Imperial Counties could participate in the County’s
contracting process at the same prices and FOB destination, terms
and conditions: and
WHEREAS, tlie City of Carlsbad is a participating agency in the
Regional Communications System and has consented to and does
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participate in County Service Area No, 135 for the payment of
costs involved in the construction and installation of the backbone
system, as well as a participant for Zone A to provide financing for
construction and acquisition of Carlsbad's local complimentary
equipment to enable it to participate in the Regional Public Safety 80(
MHz Radio System: and
WHEREAS, on May 14, 1996, the City Council of the City of
Carlsbad adopted Resolution No. 96- 170 approving the 1996- 1997
fiscal budget for CSA 135, Zone A; and
WHEREAS, the City of Carlsbad is hereby entering into a
Communication System Agreement with Motorola to provide
Carlsbad local complimentary equipment and installation
services; and
WHEREAS, The City of Carlsbad is simultaneously herewith
entering into a companion Equipment Lease-Purchase Agreement
with Motorola to provide interim financing for said purchase, to be
ultimately retired by the proceeds from the assessments for Zone A
County Service Area No. 135: and
WHEREAS, all proposed equipment purchases will be reviewed
and approved by the Regional Communications System Board of
Directors or designee pursuant to the Regional Communications
System Agreement approved by the City of Carlsbad City Council
on March 21, 1995; and
WHEREAS, City of Carlsbad requires the services of Motorola tc
provide the necessary equipment and communications system
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services for acquisition, construction and/or installation of
Carlsbad's equipment complimentary to the 800 MHz Regional
Communications System: and
WHEREAS, Motorola possess the necessary skills and
qualifications to provide said services and equipment: and
WHEREAS, the City of Carlsbad has reviewed, analyzed and
considered the Negative Declaration dated December 7, 1995,
approved by the San Diego County Board of Supervisors as the Lead
Agency on this project on March 5, 1996, the environmental
impacts therein identified for this project and any comments
thereon prior to approving the project: and
WHEREAS, based upon the EM Part I1 of said declaration and
comments thereon, the City Council finds that there is no substantial
evidence the project will have a significant effect on the environmen
and hereby approves the Negative Declaration and that said approval
reflects the independent judgment of the City Council of the City of
Carlsbad.
NOW, THEREFORE, BE IT RESOLVED by the City Council of
the City of Carlsbad, that the City of Carlsbad:
1. Approves the proposed Communications System Agreemenl
with Motorola dated November 15 , 1996, on file in the Office
of the City Clerk, incorporated by this reference to provide
Carlsbad's local complimentary equipment and construction/
installation of said equipment: and
2. Approves the proposed Lease - Purchase Agreement with
Motorola dated November 15 , 1996, on file in the Office of the
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City Clerk, incorporated by this reference to fund the equipment
acquired through the above Communications System Agreement,
including Phase I equipment in the amount of $764,085.91 over
a fifteen-year period.
3. That the Mayor is authorized and directed to execute
both Agreements on behalf of the City.
PASSED, APPROVED AND ADOPTED at a regular meeting of the
Carlsbad City Council held on the 12th day of November
1996, by the following vote to wit:
.
AYES:
NOES: None
Council Members Lewis, Nygaard, Hall and Finnila
ABSE"T: Council Member Kulchin
ATTEST:
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Communications System Agreement
This Agreement, made and entered into this /5* day of November, 1996, by and betwee
Motorola Inc., a Delaware corporation, hereinafter referred to as “Motorola” 01 “Seller”, w
the City of Carlsbad, California, a municipal corporation, hereinafter referred to i
w purchaser^'.
Witnesseth:
Whereas, on February 15, 1994 the City Council of the City of Carlsbad adopted Resolutio
No.94-95, giving the City’s consent to its inclusion in the proposed County service area t
participate in the regional communication system; and
Whereas, on December 6, 1994 the San Diego County Board of Supervisors adopted it
resolution forming County Service Area No. 135 to establish and finance the 800 MH, Regional Communications System throughout the County of San Diego; and
Whereas, on December 29, 1995 the County of San Diego entered into Contract No. 43091
with Motorola, Inc. (“Motorola”) for the necessary services and equipment to provide :
regional communications system in the amount of $39,672,111.92 (the “Backbone System’’ and to acquire up to $4.5 million worth of associated,equipment for complimentary Count!
facilities; and
Whereas, paragraph 13 of the “General Terms and Conditions” of said Agreement providec that other participating public agencies in San Diego and Lmperial Counties could participate ir the County’s contracting process at the same prices and FOB destination, terms and conditions
and
Whereas, Purchaser is such a participating public agency, and Purchaser has consented to anc does participate in County Services Area No. 135 for the payment of costs involved in the construction and installation of the Backbone System, as well as a participant for Zone A, to
provide financing for construction and acquisition of Purchaser’s local complimentary equipment to enable it to participate in the Regional Public Safety 800 MHz Radio
Communication System; and
Whereas, Purchaser is simultaneously herewith entering into a companion “Lease - Purchase Agreement” with Motorola to provide potential interim financing for said purchase, to be
ultimately retired by the proceeds from the assessments for Zone A in County Service Area
No. 135, and
Whereas, all proposed equipment purchases will be reviewed and approved by the Regional Communications System Board of Directors or designee pursuant to the March 7, 1995 Regional Communications System Agreement approved by the Carlsbad City Council on March 21,1995; and
Whereas, City requires the services of Motorola to provide the necessary equipment and
communication system services for acquisition, construction and/or installation of Purchaser’s equipment complimentary to the 800 MHz Regional Communication System
and
Whereas, Motorola possesses the necessary skills and qualifications to provide said services
and equipment;
Motorola/Carlsbad -1- October 29, 1996 Rev. 2
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Now, ThercrJore, in consideration of these recitals and the mutual covenants contained herein Purchaser and Motorola agree as follows:
Section 1 Motorola’s Obligations
A. Motorola shall furnish, install, test and cut over Purchaser’s equipment listed under thl
tab “Equipment Lists” in Exhibit ‘C’ to integrate it into the state-of-the-art 800 MH Public Safety Trunked Radio Communications System (the “Backbone System”) a
described in the functional specifications set forth in Exhibit ‘C’, including all require!
support equipment, such as consoles and microwave.
Motorola agrees to do and perform all the work described in Motorola’s proposal, datec
June 6, 1996, as revised September 23, 1996, attached hereto as Exhibit ‘C7. Tht
specific tasks to be performed are listed under tabs relating to the dispatch center an(
the microwave system and shall be accomplished in accordance with the implementatior
phases, project timeline and meet the milestones for performance set forth therein.
Motorola shall, in a good and professional manner, and at their own cost and expense furnish all of the labor, technical, administrative, professional and other personnel, al
supplies and materials, equipment, printing, vehicles, transportation, office space an(
facilities and all tests, testing and analysis, calcylations and all other means whatsoeve
expect as otherwise expressly specified to be’ provided by Purchaser, necessary o
proper to perform and complete the work and provide the services required of Motorol; by this Agreement as set forth in Exhibit ‘C’.
Motorola shall function as a prime contractor for performance of the services describeo
in Exhibit ‘C’.
B .
C.
D.
Section 2 Purchaser’s Obligations
A. Purchaser shall provide such information as required by Exhibit ‘C’ and is reasonablj necessary for Motorola to perform its services.
Provide ingress and egress to Purchaser’s facilities and/or sites as requested bj Motorola, and have such facilities available for installation of the equipment specified ir
Exhibit ‘(2’.
Provide adequate telephone lines for the installation and operation of the equipment.
Provide adequate AC Power at 117 VAC i- lo%, 60 Hz for the installation anc operation of the Equipment.
Provide a designated work area with adequate heat and light, and a secure storage area
for equipment delivered to the Purchaser.
B.
C .
D.
E.
Section 3
All Equipment to be delivered and services required by this Agreement shall be satisfactorily completed in accordance with the schedules and according to the milestones set forth in Exhibii ‘C’, This Agreement shall be in effect from the date first written above until December 31, 2010 and may be thereafter renewed upon written agreement of Purchaser and Motorola.
Term of Agreement and Completion of Work
MotorolaKarl’sbad -2- October 29, 1996 Rev. 2
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Section 4 Acceptance Criteria
A. Motorola has included an Acceptance Test Plan ((‘ATP’) which has been agreed to b both parties by execution of this Agreement and is a part of Exhibit C to thi Agreement. The successful completion of the ATP will be the sole criterion for syster
acceptance.
Should the Purchaser commence use of the system or any sub-system thereof for thej intended purposes, other than for the express purposes of training or testing, prior t system acceptance, final payment for said system or sub-system shall be due net thirt
(30) days. The warranty or maintenance periods for such equipment put into us€ unless warranty or maintenance has already begun, shall be deemed to hav
commenced concurrently with the use of the equipment for its intended purpose. Th use of the equipment for its intended purpose shall be deemed to have occurred whe
the Purchaser commences to use and rely primarily on the equipment for it
communications.
Upon notification by Motorola that the system is available for acceptance testing, it i
agreed that should the acceptance testing of the system or any subsystem thereof b( delayed for reasons beyond Motorola’s control, that final payment for the subsystem o system shall become due net thirty (30) days and warranty or maintenance shal commence upon notice to Purchaser by Motorola.
B .
C.
Section 5 Payment Schedule
A. Motorola agrees to sell all of the equipment and perform the services as outlined in thl
Scope of Work and in Exhibit C, and Purchaser agrees to pay therefore the sum of no
to exceed $3,235,478.00, payable in accordance with the companion Lease hrchasl
Agreement between Motorola and the City of Carlsbad.
Purchaser shall commence making Lease Payments to Motorola for equipment ani related services upon invoice following delivery. The parties anticipate such payment to be for three phases in the following approximate amounts upon the followin,
approximate dates:
Phase Date hOUlt
I Feb. 1. 1997 $764.085.90 I1 Nov. 1. 1997 $1.47 I .392.10 111 Nov. 1. 1998 $1 .ooo,ooo.oo
B.
Section 6 Project Management
A. Purchaser and Motorola will assign a Project Manager, who is authorized to exercisc direction of this project. Purchaser and Motorola may, at any time, designate a new o alternate Project Manager following reasonable consultation with the other’s Projec
Manager.
The name of the persons authorized to give or receive notice on behalf of Purchaser an( Motorola and who are designated as the initial Project Managers are, respectively, a B .
October 29. 1996 MotorolalCarlsbad -3- Rev. 2
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f0liOWS~
For Purchaser: Name: George Suttle Title: Police Captain
Address: 1200 Carlsbad Village Drive Carlsbad, CA 92008
For Motorola: Name: Phil Dobosz
Title: Project Manager
Address: 9980 Carroll Canyon Road San Diego, CA 92131
Section 7 Independent Contractor
Motorola shall perform the services provided for herein in Motorola’s own way as an Independent Contractor and in pursuit of Motorola’s independent calling, and not as an employee of the Purchaser. Motorola shall be under control of Purchaser only as to the resull to be accomplished, but shall consult with the Purchaser as provided for in Exhibit ‘C7. The persons used by Motorola to provide services under this Agreement shall not be considerea
employees of the Purchaser for any purpose whatsoever.
Motorola is an independent contractor of the Purchayer. The payment made to Motorola
pursuant to the Agreement shall be the full and complete compensation to which Motorola is entitled. The Purchaser shall not make any federal or state tax withholdings on behalf of Motorola or its employees or subcontractors. The Purchaser shall not be required to pay any workers’ compensation insurance or unemployment contributions on behalf of Motorola or its employees or subcontractors. Motorola agrees to indemnify the Purchaser within 180 days for
any tax, retirement contribution, social security, overtime payment, unemployment payment or
workers’ compensation payment which the Purchaser may be required to make on behalf of
Motorola or any employee or subcontractor for work done under this Agreement.
Section 8 Contents and Order of Precedence
A. The following documents constitute the Agreement between Motorola and Purchaser
and all identified documents are hereby incorporated by this reference and made a part
hereof as if fully set forth herein:
I.
2.
This Agreement and all duly executed amendments to this Agreement.
Exhibit A General Provisions, dated October 29, 1996, consisting of five (5)
pages and twenty-two (22) sections.
Exhibit B Motorola End-User Software License Agreement.
Exhibit C Motorola Proposal Notebook, dated June 6, 1996, as revised September 23, 1996, including Project Overview, Project Implementation Plan, Training Plan, Acceptance Test Procedure, System Drawings, System
Description, Equipment Lists, Pricing Summary, Payment Schedule, and
Warranty.
In the event of any inconsistency or conflict between portions of this Agreement or its constituent referenced documents, precedence shall be given in the order stated above, with the latest amendment of any element taking precedence over earlier amendments of
that element.
3.
4.
B .
October 29. 1996 Motorola/Carlsbad -4-
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Section 9 Conflict of interest
Purchaser has determined, using the guidelines of the Political Reform Act and Purchaser’
Conflict of Interest Code, that Motorola is not a “Consultant” within the meaning of thc
Political Reform Act, and will not be required to file a Conflict of Interest Statement as (
requirement of this Agreement. However, Motorola hereby acknowledges that it has lega
responsibility for complying with any applicable provisions of the Political Reform Act, an(
nothing in this Agreement releases Motorola from that responsibility.
Section 10 Termination
A. Termination for Default. Purchaser may, by written notice of default to Motorol
terminate any of this Agreement, in whole or in part, should Motorola fail to providl
equipment and/or services in accordance with the implementation plan set forth ii Exhibit ‘C’ or fail to deliver in conformance to specifications and the requirements se
forth therein. Purchaser shall give Motorola written notice of such default (‘‘Curl
Notice”) and Motorola shall have thirty (30) working days to provide a plan of action tc
cure said default. In the event that either (a) the plan is deemed unacceptable b. Purchaser following prompt and reasonable review or (b) Motorola fails to cure sucl
default then the Agreement shall be terminated for default. In the event of sucl termination, Purchaser reserves the right to purchase or obtain the equipment o services elsewhere, and Motorola shall be liable for the difference between the price set forth in the terminated order and the actual cost thereof to the Purchaser. Thl
prevailing market price shall be considered the fair repurchase price. Purchaser agree
shall not have a capability exceeding that specified in the Agreement and that sail replacement shall be of like kind and quality to accomplish the intended purpose of th
Agreement.
1. If, after notice of termination of this Agreement under the provisions of thi clause, it is determined for any reason that Motorola was not in default unde the provisions of this clause, the rights and obligations of the parties shall be th same as if the notice of termination had been issued pursuant to the Terminatio for Convenience clause herein.
The rights and remedies of Purchaser provided in this Article shall not b exclusive and are in addition to any other rights and remedies provided by la\
or under resulting order.
Termination for Convenience. Purchaser may, by written notice stating the extent an
effective date, terminate this Agreement for convenience in whole or in part, at an
time. Purchaser shall pay Motorola as full compensation for performance until SUC
termination:
1.
2.
that in the event of a partial or complete termination hereunder, the replacement syster
2.
B.
The unit or pro rata price for the delivered and accepted portion.
A reasonable amount, as costs of termination, not otherwise recoverable fon
other sources by Motorola as approved by Purchaser, with respect to th
undelivered or unaccepted portion of this Agreement, provided compensatio
hereunder shall in no event exceed the total price.
In no event shall Purchaser be liable for any loss of profits on this Agreement c portion thereunder so terminated. 3.
MotoroldCarlsbad -5- October 29, 1996 Rev. 2
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4. The rights and remedies of Purchaser provided in this Article shall not bt
or under resulting order. exclusive and are in addition to any other rights and remedies provided by lav
Section 11 Severability
If any portion of this Agreement or any exhibits hereto is held to be invalid, such provisiox
shall be considered severable, and the remainder of this Agreement or any provision hereo
shall not be affected.
Section 12 Headings and Section References
The headings given to the paragraphs herein are inserted only for convenience and are in nc way to be construed as part of this Agreement or as a limitation of the scope of the particula
paragraph to which the heading refers.
Section 13 Full Agreement
This Agreement and Exhibits hereto constitute the final expression of the agreement of thc
relating to the work. This Agreement may not be altered, amended, or modified except b7
written instrument signed by the duly authorized represeptatives of both parties.
In Witness Whereof, the parties hereto have caused this Agreement to be executed by their dull
lifornia Motorola, Inc.
parties and supersedes all previous agreements and understandings, whether written or oral
7
ast day and year written below.
By: L 7&
(Signature)
Name: CLAUDE A. LEWIS Name: W.JL~ m-
(Print - Block Letters) (Print - Block Letters)
Title: Mayor Title: V\GE Fp6trJcF
November 6, 1996 Date: tOi2/4 I%b
(Print - Block Letters) (Print - Block Letters)
Date:
Approved as to form
October 29, 1996 MotoroldCarlsbad -6- Rev. 2
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Exhibit A - General Provisions
Section 1 Standards Of Work
Motorola’s services shall be performed with the high degree of care and diligence, and where required, in accordance with the highest standards exercised by engineers performing simila services in the San Diego, California area, and as expeditiously as is consistent with such
standards of skill and care.
Section 2 Taxes
The prices set forth in the Agreement are exclusive of any amount for Federal, State or Local
excise, lease, gross income service, rental, use, property, occupation or similar taxes, If any
burden thereof, the Purchaser agrees to pay to Motorola the amount of such taxes and any interest or penalty thereon no later than thirty (30) days after receipt of an invoice therefor.
Section 3
All deliveries shall be F.O.B. at Purchaser’s facilities, unless staging or other pre-installation is
mutually agreed upon. Time is of the essence. The acceptance by Purchaser of late performance with or without objection or reservation shall not waive the right to claim damage
for such breach nor constitute a waiver of the requirements for the timely performance of any
obligation remaining to be performed by Motorola.
All items and deliverables are subject to inspection, review/approval and acceptance bq Purchaser at Purchaser’s facilities. Such inspection, review/approval and acceptance 01 rejection shall be made within fifteen (15) days of delivery or as otherwise mutually agreec
upon.
Title to the equipment purchased shall pass directly from Motorola to Purchaser upon deliveq
and following the inspection (subject to the right of Purchaser to reject upon such inspection)
Motorola shall retain risk of loss for all equipment until acceptance at Purchaser’s facilities 01 site; title passage for all equipment delivered hereunder shall be evidenced by a receivini document signed by Purchaser’s representative or an authorized designee. The abovc
notwithstanding, title to Software included in the equipment shall not pass to the Purchaser a
any time. Software is the subject of a separate provision of this Agreement and is subject to the
license agreement set forth herein.
Section 4
If, in the course of the Agreement, changes seem merited by Motorola or Purchaser, including but not limited to, alternate sites and/or subsurface/structural conditions at proposed sites, anc informal consultations the other party indicate that a change in the conditions of the Agreement is warranted, Motorola or Purchaser may request a change in the conditions of the Agreement Such changes shall be processed by Purchaser in the following manner: A letter outlining thc
desired changes shall be forwarded to Purchaser by Motorola to inform Purchaser of thc
proposed changes, along with a statement of estimated changes in charges or time schedule. P
standard Amendment to Agreement shall be prepared by Purchaser and approved by Purchase according to its procedures set forth in its Municipal Code Section 3.28.172. Sucl
Amendment to Agreement shall not render ineffective or invalidate the unaffected portions o the Agreement.
taxes are determined applicable to this transaction or Motorola is required to pay or bear the
Shipping, Title and Risk Of Loss
Changes in the Work
I
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Section 5 Limitation of 1,iability
Except for personal injury or death, Motorola’s total liability whether for breach of contracl
warranty, negligence, strict liability in tort or otherwise, is limited to the price of the particula
products sold hereunder with respect to which losses or damages are claimed. Purchaser’
sole remedy is to request Motorola at Motorola’s option to either refund the purchase price
repair or replace productts) that are not as warranted. In no event will Motorola be liable fo
any loss of use, loss of time, inconvenience, commercial loss, lost profits or savings or othe incidental, special, or consequential hmages to thefull extent such may be disclaimed by [ON
No action shall be brought for any breach of this contract more than one (1) year after thc
accrual of such cause of action except for money due upon an open account.
Section 6 Force Majeure
A. Neither Motorola nor the Purchaser shall be responsible for delays or lack o performance resulting from acts beyond the reasonable control of the party or parties Such acts shall include, but not be limited to, acts of God; fire; strikes; materia shortages; compliance with laws or regulations; riots; acts of war; or any othe
conditions beyond the reasonable control of the party or parties.
Delays as identified herein may cause an impact on the Period of Performance stated ii
the Agreement. Such delays will be subject to a~ Agreement addendum as described ii
Section 4.
B .
Section 7 Delays by Purchaser
If the Purchaser is responsible for delays which cause the installation and acceptance of thi system as defined in the Agreement, to be rescheduled beyond the Period of Performance se
forth in the Agreement, the Purchaser shall be liable for actual costs incurred by Motor01
resulting from these delays. Such charges may include, but are not limited to, additiona Engineering; rescheduling charges; storage charges; maintenance charges; and transportatio charges. The Purchaser shall have the option to attempt to minimize actual costs incurred b
storing and transporting equipment at its own expense. Motorola reserves the right to modif
payment terms in the event of such delays.
Section 8 L i c en s es/A u t h or i z a t i o n
The Purchaser is solely responsible for obtaining any licenses or other authorizations requirec by the Federal Comniunications Commission and for complying with FCC rules. Neithe Motorola nor any of its employees is an agent or representative of the Purchaser in FC( matters or otherwise. Motorola, however, may assist in the preparation of the licens application at no charge to the Purchaser. Purchaser acknowledges that project implementatio
is predicated on receipt of proper FCC licensing.
Section 9 Indemnification
Motorola agrees to and hereby indemnifies and saves Purchaser harmless from all liabilitie: judgments, costs, damages and expenses which may accrue against, be charged to, o recovered from the Purchaser by reason of or on account of damage to the property of th
Purchaser or the property of, injury to, or death of any person, when such damage or injury i
caused by Motorola’s sole negligence or that of its employees, subcontractors, or agents whil on the premises of the Purchaser during the delivery and installation of the communication equipment. In no event will Motorola be liable for incidental, special or consequentic; damages.
MotoroldCarlsbad -2- October 29, 1996 Rev. 2
0 0
Section 10 ISquipment Compatibility
Motorola agrees that the equipment, will perform in accordance with the specifications an(
representations stated in Motorola’s Proposal and Equipment List included in this Agreement This Agreement does not extend to the performance of the equipment as a part of a large system generally nor specifically to equipment in combination with products, elements o
components not supplied by Motorola.
Section 11 Warranties
Please refer to Exhibit ‘C’ tab, entitled ‘Warranties’, attached hereto and incorporated herein b!
this reference.
Section 12 Confidential Information
Motorola proprietary computer programs will be released in accordance with the Softwarr
License provisions set forth elsewhere, if applicable. All other material and information o
confidential nature marked Motorola Proprietary and Confidential will be released as necessq
under the following conditions:
Purchaser shall exercise reasonable and ppdent measures to keep these items ir
Purchaser shall not disclose these items to third parties without prior writter permission, unless Motorola makes them public or Purchaser learns then rightfully from sources independent of Motorola, or it is required by law to bc disclosed.
Motorola, where necessary, retains the right to prescribe specific securitj measures for the Purchaser to follow to maintain the confidentiality.
In the event disclosure of such information is necessary, a separate Non-Disclosure Agreemen
will be required.
Section 13 Software License
Motorola will, in the course of the transaction for the items of equipment identified in thc Agreement, deliver to Purchaser, on a licensed basis, one or more computer program:
by Purchaser shall be made only under the terms and conditions as contained in Exhibit I attached hereto and made a part hereof. The terms and conditions of the License Agreemen contained in Exhibit B shall survive the completion of the Agreement.
Section 14 Patent Indemnification
Motorola agrees to defend, at its expense, any suits against Purchaser based upon a claim tha any products furnished hereunder directly infringes a U.S. patent or copyright, and to pa!
costs and damages finally awarded in any such suit, provided that Motorola is notifiec
promptly in writing and at Motorola’s request and expense is given control of said suit and a]
requested assistance for defense of same. If the use or sale of any such product(s) furnishec
hereunder is enjoined as a result such suit, Motorola, at its option and at no expense tc
Purchaser, shall obtain Purchaser the right to use or sell said product(s) or shall substitute a equivalent product or products reasonably acceptable to Purchaser and extend this indemnit:
Motorola/Carlsbad -3- October 29, 1996 Rev. 2
(1)
(2)
confidence.
(3)
(“Motorola Software”). Delivery of all Motorola Software by Motorola and acceptance of same
e e
.
thereto or shall accept the relurn of wid product(s) and reimburse Purchaser the full purchast price therefor, less a reasonable charge for reasonable wear and tear. This indemnity does no extend to any suit based upon any infringement or alleged infringement of any patent 01 copyright by the combination of any product(s) furnished by Motorola and other elements no1
does it extend to any product(s) of Purchaser’s design or formula.
Section 15 Disclaimer of Patent License
Nothing contained in this Agreement shall be deemed to grant, either directly or by implication estoppel, or otherwise, any license under any patents or patent applications of Motorola, excep
that Purchaser shall have the normal non-exclusive royalty-free license to use that is implied, 01 otherwise arises by operation of law, in the sale of a product.
Section 16 Waiver
Failure or delay on the part of Motorola or Purchaser to exercise right or power hereunder shal
not operate as a waiver thereof.
Section 17 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State o
California.
Section 18 Covenant Against Contingent Fees.
Motorola covenants that it has not employed or retained any company or person, other than i bona fide employee working for Motorola, to solicit or secure this Agreement, and tha Motorola has not paid or agreed to pay any company or person, other than a bona fidc
employee, any fee, commission, percentage, brokerage fee, gift, or any other consideratior
contingent upon, or resulting from, the award or making of this Agreement. For breach o
violation of this covenant, Purchaser shall have the right to annul this Agreement withou
liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwisc recover, the full amount of such fee, commission, percentage, brokerage fees, gift, o
contingent fee.
Section 19 Claims and Lawsuits
Motorola agrees that any contract claim submitted to Purchaser must be asserted as part of thc contract process as set forth in this Agreement and not in anticipation of litigation or ii conjunction with litigation. Motorola acknowledges that if a false claim is submitted to thc ser, it may be considered fraud and Motorola may be subject to criminal prosecution ‘??p (Initial) Motorola acknowledges that California Government Code Section 12650, e seq., ‘the False Claims Act’, prov*s for civil penalties where a person knowingly submits ( false claim to a public entity. c J (Initial) These provisions include false claims made witl
deliberate ignorance of the false information or in reckless disregard of the truth or falsity o information. If the Purchaser seeks to recover penalties pursuant to the False Claims Act, it i entitled to recover its litigation costs, including attorney’s fees.
The provisions of Carlsbad Municipal Code Sections 3.32.025, 3.32.026, 3.32.027 anc
3.32.028 pertaining to false claims are incorporated herein by reference. Motorol acknowledges that the filing of a false claim may subject Motorola to an administrativl
debarment proceeding wherein Motorola may be prevented to act as ntractor on any publil
work or improvement for a period of up to five (5) years. cv (Initial) Motorol
MotorolaICarlsbad -4- October 29, 1996 Rev 2
L e 0
acknowledges tlcbarrnent by another jurist *tion is grounds for the Purchaser to disqualifj
Motorola from the selection process. <:/&itial)
Section 20 Conformity to Legal Requirements
Motorola shall at all times observe and comply with all applicable federal and state laws whicl
in any manner effect this Agreement or the work to be performed hereunder. Motorola shal cause all drawings and specifications to conform to all applicable requirements of law: federal
state and local. Motorola shall provide all necessary supporting documents to be filed with an]
agencies whose approval is necessary. Purchaser will provide copies of the approved plans tc any other agencies.
Motorola shall be aware of the requirements of the Immigration Reform and Control Act o 1986 and shall comply with those requirements, including, but not limited to, verifying thl
eligibility for employment of all agents, employees, subcontractors and Consultants that arc
included in the Agreement.
Section 21 Subcontracting
If Motorola shall subcontract any of the work to be performed under this Agreement b! Motorola, Motorola shall be responsible to the extent allowed by law to Purchaser for the act and omissions of Motorola’s subcontractor and of the persons either directly or indirectl;
employed by the subcontractor, as Motorola is for the’acts and omissions of persons directl!
employed by Motorola. Nothing contained in this Agreement shall create any contractua
relationship between any subcontractor of Motorola and Purchaser. Motorola shall bind eveq
subcontractor and every subcontractor of a subcontractor by the terms of this contrac
applicable to Motorola’s work unless specifically noted to the contrary in the subcontract il
question approved in writing by the Purchaser.
Section 22 County Provisions
The following provisions, from the contract entitled, ‘Agreement with a Communication Manufacturing Firm to Provide a Regional Communications System’, dated December 29 1995 between Motorola and the County of San Diego, are hereby incorporated into thi
Agreement by this reference as if fully set forth herein:
e Section 4 Cal OSHA
e Section 10 Variations in Specifications
e Section 1 1.1 Hazardous Substances Section 14 Availability of Funding
0 Section 15 Flammability and Toxicity
0 Section 2 1 Assignability
0 Section 25 Conduct of Contractor
e Section 27 Audit and Inspection of Records
e Section 35 Right to Acquire Equipment and Services Section 37 Findings Confidential
e Section 40 Drug and Alcohol Free Workplace1
Section 41 Sexual Harassment2
1 Incorporation of Drug and Alcohol Free Workplace policies will be applicable to the extent of the respective participating agencies’ policy on such matters.
Incorporation of Sexual Harassment policies will be applicable to the extent of the respective participating agencies’ policy on the matter.
2
October 29, 1996 MotoroldCarlsbad -5- Rev. 2
-1 e 0
Motorola End-User Software License Agreement
This Software License Agreement is between Motorola, Inc. (“Motorola”), having an office a
1301 East Algonquin Road, Schaumburg, Illinois 60196, and the City of Carlsbad, Californi
(“Licensee”) located at 1200 Carlsbad Village Drive, Carlsbad, CA 92008.
1. Scope. Licensee may acquire from Motorola’s Land Mobile Products Sector (“LMPS”
radio communication products (“Products”) that contain embedded or pre-loaded Motorol
software such as in a ROM, PROM, or EPROM, or other Motorola software provided 01
media such as a floppy disk, tape, diskette, or CD-ROM. All such software (including Radii
Service Software and FLASMport Software) is referred to as “Motorola Software.” Thii
Agreement contains the terms under which Licensee may use Motorola Software acquired fron
LMPS.
2. Grunt of License. Motorola hereby grants to Licensee a personal, non-exclusive licensc under Motorola’s applicable proprietary rights to use Motorola Software in accordance with thc
terms of this Agreement.
3. Limitations on Use. Licensee may use Motorola Software only for Licensee’s interna business purposes and only as described in the Motorola Software or Product documentation Any other use of Motorola Software is strictly prohibited and will be deemed a breach of thi:
Agreement. Licensee may not copy, modify, adapt, merge with other software, revers engineer, or disassemble any Motorola Software for any reason, except that Licensee ma! make at most two copies of Motorola Software provided with infrastructure equipment fo
back-up purposes. Licensee must purchase a copy of Radio Service Software for each site a
which Licensee uses Radio Service Software; Licensee may make one additional copy for eacl computer owned or controlled by Licensee at each such site. Licensee may temporarily use Radio Service Software on portable or lap-top computers at other sites. Prior to acquiring anq Radio Service Software or upon Motorola’s request, Licensee must provide a written list of al! sites where Licensee uses or intends to use Radio Service Software. Licensee must reproduce all Motorola copyright and trademark notices on all copies of Motorola Software.
4. Transfers. If Licensee transfers ownership of Products to a third party, Licensee ma3 assign its rights to use iMotorola Software (other than Radio Service Software and FLASHpor Software) embedded in or furnished for use with those Products provided that (a) License( transfers all copies of such Motorola Software to the new owner and (b) Motorola receives i transfer form (which Motorola will provide upon request) completed and signed by the neu
owner. Otherwise, Licensee may not transfer or make available any Motorola Software to an3
third party.
5. Ownership and Title. Title to all copies of Motorola Software in any form, including al rights in patents, copyrights, trade secrets, and other intellectual properties, remains vesteo exclusively in Motorola.
6. Confidentiality. Licensee acknowledges that all Motorola Software contains valuable
proprietary information and trade secrets and that unauthorized dissemination, distribution,
modification, reverse engineering, disassembly, or other improper use of Motorola Software
will result in irreparable harm to Motorola for whch monetary damages would be inadequate,
Accordingly, Licensee will limit access to Motorola Software to those of its employees and agents who need to use Motorola Software for Licensee’s internal business purposes, and
Licensee will take appropriate action with those employees and agents to preserve the
confidentiality of Motorola Software.
October 29, 1996 M otoroldCarlsbad -1-
Rev. 1
., i 0 e
7. Muinteniirice and Support. No maintenance or support is provided under this Agreement
Maintenance or support, if available, will be provided under a Motorola Software Maintenancc
and Support Agreement.
8. Limited Warranty. Please refer to Schedule 1, attached hereto and incorporated herein bj this reference, for a description of the Motorola-provided warranties.
The warranty extends only to the first Licensee; subsequent transferees must accept thc Motorola Software “As Is” and with no warranties of any kind.
9. Limitation of Liability. In no event will Motorola be liable for incidental or consequentia damages even ifadvised of the possibility of such damages.
10. Term and Termination. Licensee’s right to use Motorola Software will begin whei
Licensee sends a duly executed copy of this Agreement to Motorola, and either (a) Motorol, returns a fully executed Agreement to Licensee or (b) Motorola ships Motorola Software or (
Product containing Motorola Software to Licensee, and will continue in perpetuity unles
terminated as follows. If either party commits a material breach of any of its obligations se forth herein, the other party may give written notice of termination to the breaching party. Th,
written notice of termination shall specify the material breach and must specify whether thc
entire License Agreement is being terminated or whqther the License Agreement is beinl
terminated with respect to a particular Motorola Software program. Upon receipt of the writtei notice of termination, the breaching party shall have sixty (60) days to cure the material breach In the event that the material breach is not cured during the sixty (60) days, the Licensl Agreement is terminated as specified in the written notice of termination.
1 1. Notices. All notices, consents, and waivers permitted or required under this Agreemen
will be deemed given upon receipt and must be delivered in writing to the addresses at the to]
of this Agreement and, if to Motorola, to the LMPS Technical Assets Manager, Room 2305
Change of address must be in writing to the other party.
12. General
Copyright Notices. The existence of a copyright notice on Motorola Software will not b construed as an admission or presumption that public disclosure of Motorola Software or an,
trade secrets associated with Motorola Software has occurred.
Non-Motorola Software. Motorola may provide non-Motorola software to Licensee under th terms of separate license agreements with the owners of such software. Licensee will abide b
the terms of these licenses.
Causes of Action. Licensee must bring any action under this Agreement within one year afte the cause of action arises except that warranty claims must be brought within the 120-da warranty period.
Waivers. No waiver of a right or remedy of a party will constitute a waiver of another right c remedy of that party.
Assignments. Motorola may assign any of its rights or subcontract any of its obligations undc this Agreement, or encumber or sell any of its rights in any Motorola Software, without pric
notice to or consent of Licensee.
October 29, 1996 Motorola/Carlsbad -2-
Rev. 1
L e 0
Entire Agreement and Amendment. This Agreement contains the parties’ entire agreemer regarding Licensee’s use of Motorola Software and may be amended only in a writing signe
by both parties, except that Motorola may modify this Agreement as necessary to comply wit
applicable laws and regulations including FCC regulations.
Governing Law. This Agreement will be governed by the laws of the United States of Americ
thenvise by the laws of the State of Illinois.
Motorola, Inc.
By:
(Signature)
Name: CLAUDE A. LEWIS Name: WdIE VV6
(Print - Block Letters) (Print - Block Letters)
Title: Mayor Title. Q,tCE ?@E5 ~~~~~
(Print - Block Letters) (Print - Block Letters)
Date: November /A 1996 Date: $6 125 \5 CQ
Approved as to form ‘RM(t /
Ronald R. Ball City Wey
MotoroldCarlsbad -3- October 29, 1996 Rev. 1
0 LEASE-PURCHASE AGREE A .' ! !, , , . i_ , . , . .: :J : . ', J:&%,.
I.
Lease Number: 20691
LESSEE: LESSOR:
Reference Exhibit A Motorola, Inc.
1301 East Algonquin Road
Schaumburg, Illinois, 601 96
Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, the Equipment described
any Schedule A now or hereafter attached hereto ("Equipment") in accordance with the following term
and conditions of this Lease-Purchase Agreement ("Lease").
Term of this Lease will commence on date specified in each Schedule A and unless terminated accorc
to terms hereof or the purchase option, provided in Section 18, is exercised this Lease will continue ut
the Expiration Date set forth in each Schedule B attached hereto ("Lease Term").
(i) Lessor will provide a credit facility to all Lessees in an aggregate amount o
Eleven Million Dollars ($1 1,000,000.00) ('Credit Facility"). The amount of the Credit Facility can be
increased by ten percent (1 0%).
amounts:
1. TERM. This Lease will become effective upon the execution hereof by Lessor. The
2. FACILITY
,
(ii) The Credit Facility will be allocated to each Lessee in the following dollar
Lessee Dollar Amount
City of Carlsbad $3,235,478'
Additional RCS Agencies/Cities $7.764.522
Total: $1 1,000,000
Each Lessee will have access to the Credit Facility solely for the acquisition of the equipment or servic
provided by Motorola, Inc. or its contractors pursuant to the companion Communications System
an Event of Default as described in Section 20 of this Lease, Lessor will have the right to terminate an
unused portion of the Credit Facility.
Facility the following documentation:
(a) Schedule A
(b) Schedule B
(c) Attorney Opinion
(d) Evidence of Insurance
(e) Certificate of Incumbency
(f) (9) Resolutions
(h) UCC-1 Financing Statement
(I)
3. EXPIRATION
Agreement applicable to lessee. The minimum draw down is fifty thousand dollars ($50,000.00). Up0
:
(iii) Lessee will provide to Lessor upon each draw down against the Credit
I.R.S. form 80386 or 8038GC
Statement of Essential UseKource of Funds
The total amount of the Credit Facility must be used no later
than two years froin the date this Lease is executed unless renewed by mutual agreement and amend(
hereto.
The Lease Term for each Schedule A will be no greater than fifteen (l!
years.
The interest rate for each Schedule A lo the Lease will be established by takin!
ninety five percent (95%) of the fifteen year U.S. Treasury Bill as slated in the M!.dL5X&&ufld. The
inlerest rale will bo determined upon execution of a Schedule A.
1 10/29/96
4. LEASETERM
5 PRICING
I 0 Lessee agrees to pay to Lessor or its ass st . .e the Lease F'ayments (herein : .. :I '. 6. RENT. called), iiicluding the interest portion. in the amounts specified in Schedule D. The Lease Payments
be payable without notice or demand a\ the office of the Lessor (or such other place as Lessor or its
assignee may from time to time designate in writing). and will commence on the first Lease Payment
Date as set forth in Schedule B and thereafter 011 each of the Lease ["ayrnent Dates set forth in Sche
B. Any pay1neijis received Her ltm !e11 (10) days froin the due date wi\\ bear Interest at the hi$\eS\
lawful rate froin the due date. Except as specifically provided in Secliori 9 hereof, the Lease Paymei
will be absolute arid tinconditional in all events and will not be subject to any set-off, defense,
counterclaim. or recouprnent for any reason whatsoever. Lessee reasonably believes that funds can
obtained sufficient to make all Lease Payments during the Lease Terrn and hereby covenants that it
which the Lease Paymerits may be made, including making provisions for such payments to the exte
necessary in each budget submitted for the purpose of obtaining funding, using its bona fide best effc to have such portion of the budget approved and exhausting all available administrative reviews and
appeals in the event siich portion of the budget is not approved. It is Lessee's intent to make Lease
Payments for the full Lease Term if funds are legally available therefor and in that regard Lessee
represents that the Equipment will be used for one or more authorized governmental or proprietary
functions essential to its proper, efficient and economic operation. Notwithstanding anything to the
contrary contained herein, the Lessee's obligation to pay Lease Payments shall arise as and when un
of Equipment are delivered to the Lessee in accordance with the companion "Communications Syste
Agreement" applicable to said Lessee. Prior to the delivery of Equipment pursuant to the contract,
Lessee shall have no duty to make Lease Payments hereunder. From and after the time of such
delivery, Lessee's obligation to pay Lease Payments shall be limited to Equipment delivered.
7. DELIVERY Lessor will cause the Equipment to be delivered to Lessee at the location
specified in Schedule A ("Equipment Location").
8. REPRESENTATIONS AND WARRANTIES. Lessor acknowledges that the Equipment le6
hereunder is being manufactured and installed by Lessor pursuant to the contract (the "Contract")
covering the Equipment. Lessee acknowledges that on or brior to the date of acceptance of the
Equipment, Lessor intends to sell and assign Lessor's right. title and interest in and to this Agreement
and the Eqiiipment to an assignee ("Assignee"). LESSEE FURTHER ACKNOWLEDGES THAT
EXCEPT AS EXPRESSLY SET FORTH IN THE CONTRACT, LESSOR MAKES NO EXPRESS OR
IMPLIED WARRANTIES OF ANY NATURE OR KIND WHATSOEVER, AND AS BETWEEN LESSEE
AND THE ASSIGNEE, THE PIqOPERTY SHALL BE ACCEPTED BY LESSEE "AS IS" AND "WITH A
FAULTS". LESSEE AGf?EES TO SETTLE ALL CLAIMS DIRECTLY WITH LESSOR AND WILL NO1
ASSERT OR SEEK TO ENFORCE ANY SUCH CLAIMS AGAINST THE ASSIGNEE. NEITHER
LESSOR NOR THE ASSIGNEE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER AS A RESULT OF THE
LEASE OF THE EQUIPMENT, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS. PROPER
I
do all things lawfully within its power to obtain, mainlain and properly request and pursue funds from
DAMAGE 01-3 LOST PRODUCTION WHETHER SUFFERED BY LESSEE OR ANY THIRD PARTY.
Lessor is not responsible for, and shall not be liable to Lessee for damages relating to loss Of
value of the Equipment for any cause or situation (including. without limitation, governmental actions 01
regulations or actions of other third parties).
Notwi~hstandiny anything contained in this
Lease to the coritrary, in the everit the funds appropriated by Lessee's governing body or otherwise
available by any rneans whatsoever in any fiscal period of Lessee lor Lease Pnyrrients or other arnoun
due under this Lease are irisufficienl illerefor. this Lease stiall Ierrninalct or) the last day ol the fiscal
period for which appropriations were received without penalty or expense io Lessee of any kind
whatsoever, except as to the portions of Lease Payments or other amounts herein agreed upon for wh
funds shall have been appropriated and budgeted or are otherwise available. The Lessee will
imrnedialely notify the Lessor or its Assignee of such occurrence 111 Ihe event of such terrniiiatiort
Lessee agrees to peaceably surrender possession of the Equipment to Lessor or its Assignee on the d
Of srlcli terrniriation, packed for shiprnent in accordance with manulactijrer specifications arid freight
prepaid and iiisured to aiiy Iocatiori in lie coritinental Uiiiletj States desigriaied by Lessor Lessor will
have all legal arid equitable riqlits arid rerriedies to take Iioss(+ssioii of tlie Eqiiipnerit. Notwittistanding
the foregoirig. l.c:ssc-?e agrees (i) ttiat it will riot caricel tIiis l-ease urid(?r IIW I)rovisions of tliis Sadion if
any Ii~iids air: ;q)~iroi)riatc~(j to it, 01 by it, for tlie acquisi[iori, rct(2iitiwi oi (>\)~:ii~Iioll 01 tlie Eq[iipirwit or
otlier eq1riprw:iiI p[?r.foiir)iilq !irii(;tioii:; siriiil;ir to [lie Eqi1il)iiiciit 101 tlir? fis(;;il l)t?iio(j iti wlil(:li SIicIi
9. NON-APPROPRIATION OF FUNDS.
2 1 O/>)!j/!Hi
I termination occurs a e next succeeding fiscal period thereafter, c (ii) that it will not during the Le: .,
Term give priority in the application of funds to any other functionally similar equipmenl or services. T
I Section will not be construed so as to permit Lessee to terminate this Lease in order to acquire ariy of
equipment or lo allocale fmds rlireclly or indirectly to perform essentially Ihe same applicaliori for whit
the Equipment is intended.
10. LESSEE CERTIFICATION. Lessee represents, coveilauts and warranis that: (i) Lessee stale or a duly constituted polilical subdivision or agency of the state of the Equipmenl Location; (ii) th
interest portion of the Lease Payments shall be excluded from Lessor's gross income pursuant to Sec
103 of the Internal Revenue Code of 1986, as it may be amended from time to time (the "Code"); (iii)
execution. delivery and perforrnance by the Lessee of this Lease have been duly authorized by all
necessary action on the pari of the Lessee; (iv) this Lease constitutes a legal, valid and binding obliga
of the Lessee enforceable in accordance with its terms; (v) Lessee will comply with the information
reporting requirements of Section 149(e) of the Code, and such compliance shall include but not be
limited to the execution of information statements requested by Lessor; (vi) Lessee will not do or causl
be done any act which will cause, or by omission of any act allow, the Lease to be an arbitrage bond
within the meaning of Section 148(a) of the Code; (vii) Lessee will not do or cause to be done any act
which will cause, or by omission of any act allow, this Lease to be a private activity bond within the
meatiitig of Section 141 (a) of the Code; (viii) Lessee will not do or cause to be done any act which will
cause. or by orriission of any act allow, the interest portion of the Lease Payments to be or become
includible in gross income for Federal income taxation purposes under the Code; and (ix) Lessee will t
the only entity to own, use and operate the Equiprnent during the Lease Term.
Lessee represents, covenants and warranis that (i) it will do or cause to be done all things
bidding and Bond Commission requirements (as defined in the Code) where necessary and by due
notification presented this Lease for approval and adoption as a valid obligation on its part, and (iii) it h,
sufficient appropriations or other funds available to pay all amounts due hereunder for the current fisca
period.
hereby (i) grants to Lessor a first and prior security interest in and to the Equipment and in all addition:
attachments, accessions, and substitutions thereto, and on any proceeds therefrom; (ii) agrees that thi
Lease may be filed as a financing statement evidencing such secLirity interest; and (iii) agrees to exec
and deliver all financing statements, certificates of title and other instruments necessary or appropriatt
evidence such security interest to include a land lord and/or mortgagee's consent and waiver with resr
to the Equipment.
12. USE; REPAIRS. Lessee will use the Equipment in a careful manner for the use
contemplated by tlle manufacturer of the Eqiiiprnent and shall comply with all laws, Ordinances, insural
policies and regulations relating to, and will pay all costs, claims, darnages, fees and charges arising 01
of the possession, use or maintenance of the Equipment. Lessee, at its expense will keep the Equipmc
in good repair and furnish all parts. mechanisms and devices required therefor.
Equipment without Lessor's prior written consent unless such alterations, additions or irnproverneiits m.
be readily removed without damage to the Equipment.
14. LOCATION; INSPECTION. The Equipment will no1 be removed from, [or if the Equipment
consists of rolling stock, its perrnanenl base will not be changed from] the Equipment Location without
Lessor's prior written consent which will not be unreasonably withheld. Lessor will be entitled to enter
upon the Equiprrierlt Location or elsewhere during reasonable business hours to inspect the Eguiiiment
observe its use and operation.
liens and encurribratices except those created under this Lease. Lessee shall pay, when due, all charg
and taxes (local, stale and federal) wtiicli may now or herealler be irnposed upon Ihe owriership, leasin!
reiital, sale, purcliase, possession or use of the Equipment, excluding however, all taxes on or ITieasurE
by Lessor's income. I1 Lessee lads to [lay said charges arid taxes when due, Lessor shall have lhe righ
but sliall no1 lie otiligated, to pay said charges and taxes. If Lessor pays aiiy charges 01 t;lxes. Lessee
sli:ill reiiihuise [Lessor tliewloi wittiin lcii clays of writlori dwiiatid
necessary IO preserve and keep the Lease in full force arid effect. (ii) it has complied with all piiblic
i
11. SECURITY INTEREST. In order to secure all of its obligations hereunder, Lessee
13. ALTERATIONS. Lessee will not make any alterations, additions or improvements to the
15. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of all levies,
3 1 o/!Jm;
, ee assumes all risk of lossor 01)OSS: DAMAGE; DESTRUCTION. a 3. 16. RISK
>I darnage to the Equipment from any cause whatsoever. and no such loss of or damage to the Equipmc nor defect therein nor unfitness or obsolescence thereof shall relieve Lessee of the obligation to make
Lease fJayments or to perform any other obligation under this Lease. In the event of damage to any it
of Equiprnent, Lessee will immediately place the sarne in good repair with the proceeds of any insuran
recovery applied to the cost of such repair. If Lessor delerrnines that ariy itern of Equipment is lost,
stolen, destroyed or damaged beyond repair, Lessee at the option of Lessor will: either (a) replace thc
same with like equipmenl in good repair; or (b) on the next Lease Payment date. pay Lessor the sum 1
(i) all amounts ttieii owed by Lessee to Lessor under this Lease, including the Lease payment due on
such date; and (ii) an amount equal to all remaining Lease Payments to be paid during the Lease Terr
as set forth in Schedule B.
In the event that Lessee is obligated to make such payment with respect to less than all of thc
Equipment, Lessor will provide Lessee with the pro rata amount of the Lease Payment and the
Concluding Payment (as sel forth in Schedule B) to be made by Lessee with respect to Ihat part of thc
Equipment which has suffered the Event of Loss.
Lessee will, at its expense, maintain at all times during the Lease Ter
fire and extended coverage, public liability and property darnage insurance with respect to the Equipm
Lessor's prior written consent, Lessee may self-insure against any or all such risks. All iiisurance
covering loss of or damage to the Equipment shall be carried in an amount no less than the amount 01
the then applicable Concluding Payrnerit with respect to such Equipmerit. The initial amoiint of irisura
required is set forth in Schedule B. .Each insurance policy will name Lessee as an insured and Lessor
its assigns as an additional insured, and will contain a clause requiring the insurer to give Lessor at le:
thirty (30) days prior written notice of any alteration. in the terms of such policy or the cancellation therc
The proceeds of any such policies will be payable to Lessee and Lessor or its assigns as their interest
may appear. Upon acceptance of the Equipment and upon each insurance renewal date, Lessee will
deliver to Lessor a certificate evidencing such insurance. Id the event that Lessee has been permittec
self-insure, Lessee will furnish Lessor with a letter or certificate to such effect. In the event of any 10s:
damage, injury or accident involving the Equipment, Lessee will promptly provide Lessor with written
notice thereof and make available to Lessor all information and documentation relating thereto.
Lessee shall. to the extent permitted by law. indernnify Less0
against, and hold Lessor harmless from, any and all claims, actions, proceedings, expenses, darnage:
liabilities, including attorneys' fees and court costs, arising in connection with the Equipment, including
but not limited to, its selection, purctiase.~possession, and use.
Without Lessor's prior written consent, Lessee will not either (i) assic
transfer, pledge, hypothecate, grant any security interest in or otherwise dispose of this Lease or the
Eqiiiprnerit or ariy interest in this Lease or the Equipment or; (ii) sublet or lend the Equipment or perm'
to be used by anyone other than Lessee or Lessee's employees. Lessor may assign its rights, title ar
interest in and to this Lease, the Equipment and any documents executed with respect to this Lease
and/or grant or assign a security interest in this Lease and the Equipment, in whole or in part. Any SUI
assignees shall have all of the rights of Lessor under this Lease. Subject to the foregoing, this Lease
inures to the benefit of arid is binding upon the heirs, executors. administrators, successors and assig,
of the parties tiereto.
Lessee covenants arid agrees not to asserl against the Assignee any claims or defenses by w
of abaternetit, setoff, counterclaim. recoupment or the like which Lessee may have against Lessor. N
assignment or reassignment of any Lessor's right, title or interest in this Lease or the Equipmerit shall
effective iiiiless and until Lessee shall have received a notice of assignment, disclosing (lie narne and
address 01 each such assigriee; provided. however. that if such assignment is made to a bank or trust
company as payirig or escrow agent for holders of certificates of participation in the Lease, it shall
thereafter tie sufficient Ilia1 a copy of the agency agreement shall have been deposited with Lessee UI
Lessee shall time been advised that such agency agreement is no longer in effect. During the Lease
Tertii Lessee slinll kcep a complete arid accurate iecord of all such assignments in form tiecessary to
cornply will) S(?ctiot) i AO(~) oi IIW Code. and It\(? regulations. proposed or existing. from time lo lime
proiiiiilg;~twl I t~?reiirider. No fiirllier action will I)e required by Lessor or by Lessee lo c!vidcllco 11ie
assigiiriit:iil, 1~11 1.1
4 10/?!1/9(j
17. INSURANCE.
in such amounts, covering such risks, and with such insurers as shall be satisfactory to Lessor, or, wit
18. INDEMNIFICATION.
19. ASSIGNMENT.
;(:I: will ;ic:kriowled!jc: :;\i(:Ii iissi<jritli(:r>t:; in writitig if SO req\rcslc?cj.
After notict: rn uch an assignment, Lessee shall name th a! signee as additional insured am loss payee in any irisurance policies obtained or in force. Any Assignee of Lessor may reassign this
Lease and its interest in the Equipment and the Lease Payments to any other person who, tlwreupon,
shall be deerrwl to be Lessor's Assignee hereunder.
20. EVENT OF DEFAULT.
occurrence of any one or inore of the following events: (i) Lessee fails to make any Lease Payment ((
any other payment) as it becomes due in accordance with the terrns of the Lease, and any such failun
coritiriires for ten (1 0) days after the due date thereof; (ii) Lessee fails to perform or observe any olher
covenant, condition, or ayreerrient to be performed or observed by it hereunder and such failure is not
cured within twenty (20) days after written notice thereof by Lessor; (iii) the discovery by Lessor that a
statement, representation, or warranty made by Lessee in this Lease or in writing ever delivered by
Lessee pursuant hereto or in connection herewith is false, misleading or erroneous in any material
instituted against or by Lessee, or a receiver or similar officer shall be appointed for Lessee or any of i
property, and such proceedings or appointments shall not be vacated, or fully stayed, within twenty (21
days afler the inslitulion or occurrence thereof; or (v) an attachment. levy or execution is threatened o
levied upon or against the Equipment.
Upon the occurrence of an Event of Default, and as long as such Evc
of Default is continuing, Lessor may. at its opinion, exercise any one or more of the following remedie:
(i) by wrilten notice lo Lessee, declare all amourits then due under the Lease, and all remaining Lease
Payrnenls due during the Fiscal Year in effect when the default occurs to be irnmediately due and
payable, whereupon he same shall become irnmediately due and payable; (ii) by written notice tb
Lessee, request Lessee to (arid Lessee agrees that it will), at Lessee's expense, promptly return the
Equiprnent to Lessor in the manner set forth in Section 9 hereof, or Lessor, at its option, may enter up
the premises where tlie Equipment is located and take immediate possession of and remove tlie samf
(iii) sell or lease the Equipment or sublease it for the accounl of Lessee, holding Lessee liable for all
Lease Payments and other amounts due prior to the effectiGe date of such selling, leasing or subleasir
and for the difference between the purchase price, rental and other amounts paid by the purchaser,
Lessee or sublessee pursuant to such sale, lease or sublease and the amounts payable by Lessee
hereunder; and (iv) exercise any other riglit. remedy or privilege which may be available to it under
appropriate court action to enforce the terrns of the Lease or to recover darnages for the breach of ttii;
Lease or to rescind this Lease as to any or all of the Equipment. In addition, Lessee will remain liable
all covenants and indemnities under tliis Lease and for all legal fees and other costs and expenses,
including court costs, incurred by Lessor with respect to the enforcement of any of the remedies listed
above or any other remedy available to Lessor.
Lessor, and provided that no Event of Default has occurred and is continuing, or no event, WhlCh with
notice or lapse of time, or both could become an Event of 'Default, then exists, Lessee will have the rig
to purchase the Equipment on ttie Lease Payment dates set forth in Schedule B by paying to Lessor, t
such date, the Lease Paynient then due together with the Concluding Payrnent amount set forth oppo.
such date. Upon satisfaction by Lessee of such purchase conditions, Lessor will transfer any arid all c
its right, title and interest in the Equipment to Lessee as is, without warranty, express or itnplied, excel
that the Equiprrierit is free and clear of any liens created by Lessor
23. NOTICES. All notices to be given under this Lease sliall be made in writing and mailed k
certified mail, relurn receipt requested, to the other party at its address set forth herein or at stlch addl
as tlie party rnay provide in writing from lime to time. Any such notice shall be deemed to have been
'1
..
The term "Event of Ilefaull", as used herein, means the
respect; (iv) proceedings under ariy bankruptcy, insolvency, reorgariizalion or similar legislalion shall t
21. REMEDIES.
applicable laws of ttie state of the Equipment Location or ariy other aiiplicable law or proceed by
22. PURCHASE OPTION. Upon thirty (30) days prior writlen notice from Lessee to
received five days subsequerii to such niailiriy.
24. SECTION HEADINGS.
25. GOVERNING LAW.
All section headings contained herein are for the convenier
This Lease shall be construed in accordance with, and yoverr
of reference only and are no1 intended lo define or limit the scope of any provision of this Lease.
by !lie laws of, the slate of tho E(liiiprncrt1 Location
5 1 O/?<J/!)G
\
1- 3% 26. DELIVB)OF RELATED DOCUMENTS. Lessee aecute or provide, as requestec
Lessor, such other documents and information as are reasonably necessary with respect to the
transaction contemplated by this Lease.
27. ENTIRE AGREEMENT; WAIVER. This Lease, together with the Delivery and Acceptan
Certificate and other attachments hereto, and other documents or instruments executed by Lessee ai
Lessor in connection herewith, constitutes the entire agreement between the parties with respect to tt
Lease of the Equipment, and this Lease shall not be modified, amended, altered, or changed except 1
the written consent of Lessee and Lessor. Any provision of the Lease found to be prohibited by law s
be ineffective to the extent of such prohibition without invalidating the remainder of the Lease.
The waiver by Lessor of any breach by Lessee of any term, covenant or condition hereof sha
not operate as a waiver of any subsequent breach thereof.
28. EXECUTION IN COUNTERPARTS. This Lease may be executed in several
counterparts, each of which shall be deemed an original and all of which shall constitute but one and
same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the m day of
November ,193.
LESSOR:
VEYAIJD~ ACYLEIWIS -
Title: Mayor Title: Di VI si ON G~<,~%-h~h& E
6 10/29/96
,. 0 e
I
EXHIBIT A
LESSEE: City of Garlsbad, California
ADDRESS 1200 Carlsbad Village Drive
Carlsbad, CA 92008 .
i
&
I 0129r96 7
0 e
OPINION OF COUNSEL
With respect to that certain Equipment Lease-Purchase Agreement dated 11/15/96 i
Schedule A to the Equipment Lease-Purchase Agreement number 20691 dated 11/15/96 by ar
between Motorola, Inc. and the Lessee, I am of the opinion that: (i) the Lessee is, within the meaning o
Section 103 of the Internal Revenue Code of 1986, a state or a fully constituted political subdivision or
and performance by the Lessee of the Lease have been duly authorized by all necessary action on the
part of the Lessee, (iii) the Lease constitutes a legal, valid and binding obligation of the Lessee
payments required to be paid under the Lease during the current fiscal year of the Lease, and such
monies have been properly budgeted and appropriated for this purpose in accordance with State law.
agency of the State of the Equipment Location described in Schedule A hereto; (11) the execution, delivl
enforceable in accordance with its terms; and (iv) Lessee has sufficient monies available to make all
w-U&w ,b,t Gj.k.btr,
Attorney for the City of C&lk bad, r
a Municipal Corporation
?
8 1 0/2 1 196
QUANTITY
Equipment Location:
DESCRIPTION (Manufacturer, Model, and Serial Nos.)
Refer to attached equipment list. *
'
7 City of Carlsbad 0
Dispatch Center and Microwave System a > L ,I .< .,
.I
Equipment Summary:
Carfsbad DIspatch Center
Dispatch Console Equipment 180.2 1 1.62
Backup Control Stations 16.174.14
Dispatch Center Furniture & Accessories 74.501 .OO
36.095.30 Console Interface Equipment
Microwave System
178.925.98 Microwave Equipment
Total Equipment Cost 485.908.04
Tax 7.75 % of Equipment
Microwave Vendor Services i
37,657.87
94.060.00
Direct Services
Detailed System Design
Detailed Implementation PIanning
Microwave Procurement Support
Microwave Implementation Management
Factory Staging Support ,
Installation & Integration !
Optimization & Acceptance Testing
System Documentation
System Management Support
Training & Support
Program Management
Project Administration
Indirect Services
Factocy Staging & Implementation Services
CCSl Factory Staging
CCSl Factory Supplied Cabling
Other Costs
System Warranty Period
Maintenance (Not Included)
Training
Freight
Total Direct, Indirect and Other Costs 146,460.00
System Grand Total 764.oa5.91
911 8/96 Motorola Confidential and Proprletary
City of Carlsbad @ 0 Dispatch Center Equipment
> 1, I ')
..
Dispatch Center Equipment
brn Qty Nomenclature Description Unit Price Total
Dispatch Console Equipment
1 5 TON9930 COMPCITER/la MHiYlGB RAM/WINDOWS NT 4338.m 21690.00
2 5 TDNl126 17- MON~OR FOR ELITE OP POS. DESKTOP 9w.m 4950.00
3 5 81809 GOLD SERIES DESUOP CIE IMERFACE 6228.00 31 140.00
3 a 5 K570AB HEADSEI JACK 158.40 792.a
3b 5 K704AA SECOND HEADSET JACK 158.40 792.a
3 c 5 K739 AUX SIGNALING INPUT W/PTT INPUT 54 .a 270.a
3d 5 KI34AA IC0 FOOT STQ CABLE (7 PAIR) 74.16 31O.W
3 e 5 X211 WINDOWS INSTALLATION 432.03 2160.cO
4 5 TDN9931A WINDOWS M LICENSE UPGRADE TO ELITE 30.96 154.80
5 5 TDN9932A WINDOWS NT WORKSTATION SOWARE ELITE UPGRADE 306.a 1530.00
7 5 BKN6170 TELEPHONE HEADSET INTERFACE CBL 87.84 439.M
8 1 Bl8llAC GOLD SERIES CEB (3 CARD CAGE) 19a7z.m 19872.00
80 1 K565 RS232 INTERFACE / OM1 RELOCATOR 214.56 2 14.56
8 b 1 K837-C EXPRESS SERVICE PLUS 3 CC 1072.80 1072.80
720.03 720.03 7a80.05 7a80.05 8c 1 X766 8d 1 K995AD
88 1 XM3AG AEECEB TI XBUS CH24 SIG 0.03 0.m
8 f 6 KI53AB 50 FOOT CABLE (25 PAIR) 53.28 319.68
9 2 81426 COMPARATCR INTERFACE MODULE 1044.00 2088.00
10 4 81423 DUAL RECEIVE INTERFACE MODULE 662.40 2649.60
889.23 2667.M) 11 3 81442 AUXILIARY l/O INTERFACE MOOULE
1148.40 1148.40 12 1 81633 DIRECT PHONE INTERCONNECT MODULE
13 7 818dOA GOLD BASE INTERFACE MODULE 568.80 3981.60
14 a 1 K756 SHIP LOOSE BOX 12.96 12.96
15 1 81827 GOLD SERIES LICENSE MANAGER (FLASHKPI) 100.03 ICO.03
15 a 5 X291 GOLD CRT CPERATGR SOFTWARE LICENSE 3m.00 175co.al
15 b 7 X597 CONVENTIONAL CHANNEL SOFTWARE LICENSE 203.03 1m.Co
15 c 1 X29 TELEPHONE iNTEGRATlON SOFTWARE LICENSE 1m.Co 103.03
15 d 1 X3oi) SMARTZONE ANALCG CONSOLE SOWARE LIC m.03 m.03
16 2 BLN7011A GOLDTlMER 619.44 1298.88
17 1 8l8.9-A LOGGING RECORDER INTERFACE - 8 TRACK 5771.52 5771.52
1957.68 1957.68 18 1 81814 GOLD CRT/ELITE OP SPARES
3240.03 3240.03 19 1 81813 GOLD SER1ES.SYSTEM SPARES (COIM)
20 1 81819 GOLD CEB SPARES - CONVENTlONAL 2168.64 2168.64
21 1 El402 CE8 SINGLE POWER SUPPLY SPARES 2741.04 2741.04 22 1 81792A AJMl SPARES 3442.81 3M2.81
23 5 BONE412 DIGITAL CALL CHECK - OPERATES FROM SCRN 4555.80 22779.03
1479.60 739a.m
406.80 203.1.03
24 5 BDN6700
25 5 DQDCM3151 24' DONCO Transmit Footswitch
18021 1.62
ALIAS DATABASE MANAGER INTERFACE
TRUNKED AlMlS
14 1 €23207 SMART PHONE INTERFACE MODUL,E 864.03 864.a
ADD 10 MIN TO CALL CHECK MEMORY (20 MIN)
Pap I
91 1 1196
uty or carisbad 0 Console Interlace Equlpment 0 L 1- i .; ? ::: f &', :, cz 4. ,.
Console Interlace Equipment
Item Qty Nomenclature Description Unit Prlce Total
1 2 TDNl128A BmRUNNR BASE UNIT 2245.50 4491.00 2 1 TDN1105A 12 PORT HUB 1003.50 1003.50 3 8 TDN1114A HUB CABLES 30.60 244.80
4 2 TDN1130A SYNC CABLE 18o.a 360.00 5 1 DSPREM8918 UNIVERSAL ENCLOSURE 1350.00 1350.00
6 2 DSPREM8902 DC POWER SUPPLY 11238aJ 2250,Ocl 7 1 DSPREM8904 -48VDC RING GENERATQR 450.00 450.00 8 1 DSPREM8920 INTERFACE CARD W/2400 B MODEM 2025.00 2025.00
9 2 DSPREMBBO1 CPU CONTROL CARD WlCROSS CONN 5062.50 10125.00 10 1 DSPREM8010 DUAL T1 /El LINE IMERFACES 1912.50 1912.50 11 4 DSPREMBI 1 DSX/CEPT PLUG-IN MODULE 562.50 2250.m
12 1 DSPREM8118 8 PORT4 WIRE E&M/TO 1350.00 1350.00
13 1 DSPREM8 129 8P. 2W. 600 OHM FXS/FXSDN/PLAR/DPO 1462.50 1462.50 14 1 MWQGN6428 FUSE ALARM PANEL 607.50 607.3 15 1 DSPREM82 12 2 PORT HSU V.35 CARD 1633.50 1633.50
16 2 TDN1127 1 PORT SYNC CARD 950.03 198O.m
17 1 81827 GOLD SERIES LICENSE MANAGER (FLASHKEY) 100.03 100.oi)
17 o 5 X472 ELITE OPERATOR SOWARE 500.m 2500.00
36095.30
i
Page 1
911 1196
City of Carisbad a Microwave Equipment Ust 0 > I. c'. ,.
Microwave Equipment
Product Hem Qty Type Product Number Descriptlon Unit Price Total
Dlgltal Mkrowave Radlo Spur 10.4 GHz
Terminal HP (MHSE) elw 4 DSI 69338d1 13861 7 -61
M1-2 Unit 864.18 1728.36
1 2 DRP
2 2 DRP
Service Channel
3 1 DAE DVS-II - Terminal or 2-Way; e/w handset 3735.82 3735.02
SOpefVfsay Alurm/Cdnlra/
Moscad Wall Mount RTU, Less radio, less Radio
Interface. Installation Manual 3 amp AC
4 I Moscod F6900 power supply and 5 AH battery backup 1681.30 1681.30
40 1 Moscad Val Moscad 19' Rack Mount Configuration 0.m 0.03 Replace standard 8-slot ME with (4CPU + 4
Delete Power Supply, 5AH battery and 2nd 19'
4b 1 Moscad V369AA 1/0) ME 17O.Go 17O.m
4c 1 Moscad V274AG backplane -280.50 -280.50
4d 1 Moscad V425AB Add Moscad CPU 303 1 132.20 1 132.20
48 2 Moscad V345 .' required) 131.75 263.50
Add Async RS232 interface (one per CPU
4 f 1 Moscad V115 Digital Input Module, 16 inputs/2 counters 244.80 244.80
4g 1 Moscad V516 output closures 437.75 437.75
5 1 Moscad FKN44COA RS485 CPU InterconnecjCable 12.75 12.75
consisting of 12 form A and 4 form C relay
10.6 15 GHz Antenna System
6 2 POX P2-105A/352513 2' Stcndard Antenna e/w Rcdome 1862.69 3725.37
7 4 POX 1qtJDE/CPR90G Connector. Stondard 386.57 1546.27
8 2 POX m1-90 Preswre Window 68.66 137.31
516.42 1032.84 9 2 POX WFTP90-24-105 Flex Twist Waveguide (2 ft.)
IO 235 POX Ewm Eiliptical Waveguide (per foot) 19.40 4559.70
11 7 POX 42396A-5 Hanger Kit (10 per kit: 4 ft spacing) 53.73 376.12
12 7 POX 31769-5 Hardware Kit (3/4' long) 17.91 125.37
14 6 POX 2U4989-32 Grounding Kit (with field Attochrnent Lug) 55.22 331.34
53.72 107.46 15 2 POX 29958 Hoisting Grip
202.q;
17 2 POX 489U Feed-thru Plate (4 Openings) 264.18 528.36
18 2 POX 31771-6 Threaded Rod Support (5 per kif: 2 feet) 153.75 301.49
13 7 POX 31768A Angle Adapter Kit (10 per kit) 86.57 605.97
1'6 2 POX 48939-90 Waveguide Boot (5 inch) ~ . .4. :;, 'i'
Prsswrlzotlon fqulpmeni
19 1 PDX MT4350-101 Dehydrator e/w Low Pressure Alarm (wall rnour 3205.97 3205.97
Chargers
CHARGERS (1 + 1 Redundant)
Input: Single Phase 120V/60Hr Output: 48VDC: Rack 7.5'
height x 23' width: Seismic Zone 4 Rack (7.5 height x 23'
width): Gound Ear: Lug Kit: Battery Olsconnect Panel: Ecualize
Timer: Breaker Panel.
918209 9182.09 m 1 PDC A36F-20d8V-AI Output 20Arnps
Battery Phis
(Includes Seismic Zone 4 Modular Steel Trays)
21 1 PDC 50AE GNB 105 AH Battery Plant 5153 73 5153.73
Mlcrowwe Equlprnent Total 170925.90
Page I
9/11/96
city of Carlsbad e
Microwave Equipment ust 0 .* I) r' ..
Servlcer
22 SYSTEMS AND APPLICATIONS ENGINEERING
22b 1 SND Drafting 1053.73 1053.73
22c 1 SNS Systems Engineering 68.66 68.66
23
230 1 SMI SPlQ 8083.58 8083.58
23b 1 SMC SlPQ Customer Acceptance Support 179.10 179.10
24 TRANSMISSION ENGINEERING
24a 1 SNT Transmission Engineering 2352.24 2352.24
25 PROGRAM MANAGEMENT AND INSTAUATION
25a 1 SNP Program Management 3844.78 3844.78
25b 1 SNE Project Engineering 3682.09 3682.09
17064.18 17064.18 25c 1 SNI Field Engineering
25435.82 25435.82 25d 1 PDK Vendor Services
26 FREIGHT
260 1 Freight for Rectifiers/Chargen to Vendor 8547.76 8547.76
26b 1 height for Antennas to Carlsbad 14850.75 14850.75
26c 1 Rack freight for equipment to Son Diego 7910.45 7910.45
22a 1 SNA Applicatlons Engineering 986.57 986.57
FACTORY INTEGRATION AND SYSTEM TEST
a' FREIGHT TO HARRiS FARINON/VENDOR
FRElGHT TO Sm
i
Microwave Services Total 94059.70
Microwave System Total 272985.68
PaQe 2
9/11/%
c e City of Carlsbad
Schedule B
0
Lease Number: 20691
Payment Number Payment Date Payment Amount Interest Amount Principal Amount Remaining Balance Concludir
$764,085.91 1 2/1/97 $79,265.17 $12,566.60 $66,698.57 $697,387.34 $732,. 2 2/1/98 $79,265.17 $48,119.73 $31,145.44 $666,241.90 $699,
3 211199 $79,265.17 $45,970.69 $33,294.48 $632,947.42 $664, 4 2/1/00 $79,265.17 $43,673.37 $35,591.80 $597,355.62 $627,
5 2/1/01 $79,265.17 $41.217.54 $38,047.63 $559,307.99 $587,;
6 211102 $79,265.17 $38,592.25 $40,672.92 $518,635.07 $534,’
8 2/1/04 $79,265.17 $32,785.74 $46,479.43 $428.676.29 $441 ,!
7 2/1/03 $79,265.17 $35,785.82 $43.479.35 $475.1 55.72 $489..
9 2/1/05 $79,265.17 $29,578.66 $49.686.51 $378,989.79 $390,: 10 211 106 $79,265.17 $26,150.30 $53.1 14.87 $325,874.91 $332,: 11 211 107 $79,265.17 $22.485.37 $56,779.80 $269,095.1 1 $271 ,;
12 211 108 $79,265.1 7 $18,567.56 $60,697.61 $208,397.50 $208,: 13 211 109 $79,265.17 $14,379.43 $64,885.74 $143,511.76 $143,!
14 2/1/10 $79,265.17 $9,902.31 $69,362.86 $74.148.90 $74,1 15 2/111 1 $79,265.17 $5,116.27 $74,148.90 . $0.00 $0
Totals $1 ,I 88,977.55 $424.891.65 i $764,085.90
initial Insurance Requirement: $764,085.90
Except as specifically provided in Section Nine of the Lease hereof, Lessee agrees to pay to Lessor or its
assignee the Lease Payments, including the interest portion, in the amounts and dates specified in the above payment schedule.
LESSEE:
City of Carlsbad, California
By: %@ , J Title: Pol‘ Ca taln Pro’ect Manager
Date: November , 1996
anager
f r e e
CERTIFICATE OF INCUMBENCY
1, KAREN R. KUNDTZ do hereby certify that I am the duly elected or
(SccretaqdClerk of City of Carlsbad)
appointed and acting Secretary or Clerk of City of Carlsbad an entity duly organized and exist
under the laws of the State of California that I have custody of the records of such entity, and
that, as of the date hereof, the individuals named below are the duly elected or appointed offic
of such entity holding offices set forth opposite of their respective names. I further certify tha
the signatures set opposite their respective names and titles are their true and authentic signatt
and (ii) such officers have the authority on behalf of such entity to enter into that certain
Equipment Lease Purchase Number 20691 dated 11/15/96 , and that certain Schedule A
number 2069 I between the City of San Diego and Motorola, Inc.
Name Title
CLAUDE A. LEWIS Mayor
(Person executing Lease)
IN WITNESS WHEREOF, I have executed this certificate and affixed the seal of the City of
CarIsbad hereto this 15th day of November, 1996.
'BY:
tant City Clerk
City of Carlsbad
SEAL
4 I' e a
STATEMENT OF ESSENTIAL USE/SOUIPCE OP FUNDS
To further understand the essential governmental use intended for the equipment together wit
understanding of the sources from which payments will be made, please address the followin
questions by completing this form or by sending a separate letter:
1. What is the specific use of the equipment?
2.
3.
Why is the equipment essential to the operation of the City of Carlsbad?
Does the equipment replace existing equipment?
If so, why is the replacement being made?
Is there a specific cost justification for the new equipment?
If yes, please attach outline of justification.
4.
5. What is the expected source of funds for the payments due under the Lease for
the current fiscal year and future fiscal years?
Lessee: City of Carlsbad, California
By:
rts: Project Manager
Date: November 9 1996
GEOR TTLE, POLICE CAPTAIN
* 8
4’ 0
EVIDENCE OF INSURANCE
Fire, extended coverage, public liability and property damage insurance for all of the Equipment listed on Schedule
number 20691 dated 11/15/96
will be maintained by City of San Diego as stated in the Equipment Lease Purchase Agreement.
This insurance shall name MOTOROLA, INC. or its assignee as additional insured and loss payee for the term of thc
Schedule A number 20691 dated 11/15/96
to that certain Equipment Lease Purchase Agreement number 20691 dated 2
This insurance is provided by:
Name of insurance provider
Address of insurance provider
City, State and Zip Code
i
Phone number of insurance provider
In accordance with the Equipment Lease Purchase Agreement Number 20691, City of Carlsbad hereby certifies that
following coverage are or will be in fill force and effect:
TY Pe Amount Effective Expiration Policy
Date Date Number
Fire and Extended Coverage
Properly Damage
Public Liability
Lessee: City of Carlsbad, California Insurance Provider:
By: By:
Its: Its:
Date: November , 1996 Date:
POLICE CAPTAIN
1 Issuer s name
City of Carlsbad
2 Issuer's employer ident
3 Number ana street (or P.O. box if mail is not dellverea to street address)
2560 Orion Way
Roorn/suite 4 Report nu _- L9
Please
Sign Here
Under penalties of pet~ury. I declare that I have examined this return and accompanyng schedules and statemems. and to the bes
and belief, they are true, correct, and complete.
GEORGE SUTTLE, Po
Type or pnnt name and title 1 4/3--9L 1 sqnature+ Date
rc m PORTANT-Read instructions on back bef m d filling out form
$1. PIERCE 57.
ONOK.4. MN. 1630, (612) 421-1713
' ,, .1o.mJx211
-- -s
This FINANCING STATEMENT is presented for filing and will remain effective with certain exceptions for a pe of five years from the date of filing pursuant to section 9403 of the California Uniform Commercial Code,
1A. SOCIAL SECURITY OF 1. DEBTOR (LAST NAME FIRSVIF AN INDIVIDUAL)
City o€ Carlsbad
IC. CITY. STATE IS. MAILING ADDRESS
V Carlsbad, CA
2. ADDITIONAL DEBTOR (IF ANY) (LAST NAME FIRS-IF AN INDIVIDUAL1 ' 2A. SOCIAL SECURITY 0
2B. MAILING ADDRESS 2c. CITY. STATE L 3. DEBTOR'S TRADE NAMES OR STYLES (IF ANY) 3A. FEDERAL TAX NUMB
4. SECURED PARTY 4A., SOCIAL SECURITY NO , OR BANK TRANSIT ANI
NAME Motorola, Inc.
MAl~lN~ ADDRESS 1307 E. Algonquin Road
ClTY Schaumburg STATE IL ZIP COOL 6 0 1 9 6
5. ASSIGNEE OF SECURED PARTY (IF ANY) SA. SOCIAL SECURITY NO..
OR IANK TRANSIT ANI
NAME
MAILING ADDRESS
CITY STATE ZIP CODE
6. This FINANCING STATEMENT covers the following types or items of property (include description of real prop located and Owner of record when required by instruction 4).
Refer to the attached equipment list.
i
78. DEBTOR(S1 SIGNATURE NOT REOUIRED IN ACCORDANCE WITH INSTRUCTION 5 (0) ITEM: n(i) n(2) o(3) n(4) 7. CHECK j 7A. PRODUCTSOFCOLLATERAL IF APPLICABLE 1 ARE ALSOCOVERED
I.
a CHECK I 0 DEBTOR is A "TRANSMtiIiNG UTiLin" IN ACCORDiCE WITH ucc 5 9105 (1) (n) IF APPLICABLE I
I
c 10. THIS PACE FOR USE OF (DATE. TIME. FILE NUME AND FILING OFFICER)
DATL:
0 9.
b SIGNATURE(S) OF DEBTOR(S) //-/5-76 ,"
1
.2
3 b
SIGNATURL(8) OF SECURED PARTY(IES) 4
5
6
7
TYPE OR PRINT NAME(S) OF DEQTOR(S)
TYPE OR PRINT NAYLO) OF SECURED PARTYtIESI
1 I. Return copy to:
NAME r 1 8
ADDRESS
c ITY 9
STATE 0
ZIP CODE L J
FSRM ucc-1- Approved by the Secretory of State
$ AMOUNT:
$79,265.71
ORG: 8651
ACCOUNT #
2315
TASK: PROJECT COMPONENT:
53 1 User Equipment
ACTIVITY: KK5015 p.0. # : NIA
CONTRACT #: WORK AUTHORIZATION#:
Lease no. 20691 NIA
.- ” J San Diego Coe - Imperial County
Regional Communications Systc
9335 Hazard Way, Suite 105, San Diego, Calilornia 92123
Phone (619)694-3663 Fax (619)694-3433
PAGI
DESCRIPTION OF WORK:
Purchase of equipment for the 800 Mhz Dispatch Center and Microwave System for the City
ACTIVITY: JSJS5015
............................................................ Board of Directors--------------------- --_-_--__--_____________
Chief Dennis VanLkrMaaten, CarlsLd Pire Departmnet - Chieffipr Purdie, vista Fire Depnrtment - Chief Robeft Vales, Carlsbad PoLw w-i
CommanLr Tom hi! Son Dep County Shwifs DPpartment - Dan Eberk, -tiw Director, Son Diep County QijL of Disaster Preparedneaa
ChiefDMenJobes, East County Fire Protection District - Chief Emin Wik, Rancho Santa Fe Fire Protection District - Lany Joabman, Hemtkand Communwh,
AuthorjtyChief Harold Farstein, eI Centw Fire Deparfmart - Chief HUT& h, El Cent, POL Deportmart - +tmn Ernie Ma&a, Impad County She,$ Dave Crockeft, C#ce of the ChiefAdministratiw Oi%cer. Countv of TmpmiaI- Dan Tohnson, Cdbrnin Dprortmrnt of Trrinsrc-tmtion
0 0 EXHIBIT A to E I* c
Process for Purchase of Equipment by WCS Participating
Agencies Using CSA 135 Zone Funds
I------
( L-- STAR^
Equipment to be Purchased by Agency
RCS Staff Confirms Receipt of Goods and Sen
by Agency
cia1 Districts ani
from Agency's CSA 135 Zone Funds
11 Vendor is Paid by Agency or County Audito
GENERAL GUIDELINES:
I. Purchases must be processed via County Purchasing Department.
2. Purchases must be budgeted and not exceed realized revenue in Agency's zone account.
pi -__
Regional Communication System
Monday, October 28, 1996
0 0 October 28, I’ 1,
II
GENERAL GUIDELINES:
P Purchases must be coordinated by participating agencies’ administrative staff and
RCS project staff and processed via the County Auditor, Special Districts, and Purchasing divisions.
Purchases must be budgeted and not exceed realized revenue in Participating
Agencies’ zone accounts.
P
PROCEDURES:
1. RCS BOARD OF DIRECTORS REVIEWS/APPROVES LIST OF EQUIPMENT TO BE PURCHASED BY ,AGENCY:
Participating agencies compile a list of equipment to be purchased, based on their approved budget and submit it for RCS Board of Directors review and approval.
AGENCY DETERMINES NEED TO PURCHASE EQUIPMENT:
Participating agency develops the list of equipment to be purchased and submits encumbrance request form to the RCS project manager for review and approval.
COMPLETED ENCUMBRANCE REQUEST FORM SENT TO RCS STAFF FOR COMPATIBILITY AND FUNDING REVIEW:
2.
3.
RCS project manager and administrative assistant reviews encumbrance request, Attachment A, for equipment system compatibility and verification of budget and funding requirements.
RCS BOARD OF DIRECTORS REVIEWS AND APPROVES:
RCS Board of Directors reviewslapproves requests at monthly meeting.
5. LOCAL AGENCY COUNCIL/BOARD APPROVES PURCHASE:
Participating agency’s City Council or Fire District Board approves the list of equipment to be purchased.
PURCHASE/REIMBURSEMENT REQUEST:
A County or local agency purchase requisitionlpurchase agreement or reimbursement request, Attachment B and C, is prepared by agencies’
4.
6. AGENCY AND RCS STAFF PREPARE
0 0 October 28, .c) .I D
9
administrative staff and forwarded to RCS administrative assistant for review.
RCS STAFF CONFIRMS RECEIPT OF GOODS BY AGENCY:
RCS staff verifies with the participating agency that they have received goods and or services from the vendor.
APPROVAL FROM RCS BOARD OF DIRECTORS:
The RCS administrative assistant forwards expenditurelreimbursement documents, Attachments D and C, to the RCS project manager and RCS Board of Directors for
7.
8. RCS STAFF OBTAINS EXPENDITURE/REIMBURSEMENT
approval.
9. RCS STAFF PROCESSES EXPENDITURE/REIMBURSEMENT THROUGH COUNTY OFFICE OF SPECIAL DISTRICTS & PURCHASING:
When expenditurelreimbursement documentation is approved, the RCS administrative assistant will processes it through the County Special Districts ana‘ Purchasing for validation and processing of expenditure.
COUNTY AUDITOR ISSUES CHECK Tb AGENCY OR VENDOR FROM AGENCY’S CSA 135 ZONE FUNDS:
County Auditor will issue a check to the participating agency or vendor from agency’s CSA 135 zone funds (Participating Agency option).
10.
11. VENDOR IS PAID BY AGENCY OR COUNTY AUDITOR:
The vendor is paid by participating agency or County Auditor.
tiL LQLlllI
-* *' b San Diego County - Imper@County
I Regional Communications Systt
9335 Hazard Way, Suite 105, San Diego, California 92123
Phone (61 9) 694-3663 Fax (6 19694-3433
PAGI
VENDOR NAME:
DESCRIPTION OF WORK:
PROJECT CO
CONTRACT #:
------_____-____-________L________^_____-----------_-------- Board of Directors----------------- .............................
Chief Dennis VanDerMaaten, Cailsbad Fire Dqartmnet - Ckef Rogm Purdie, Vista Fire Department - ChiejRok Vales, CmIsbad Police Dement
Commander Tom Zot San Diego aunty Sherif's DepatZment - Dan EbwIe, executive Director, San Dqo County Mce of Dsester Preparedness
Chief DameflJoTObes, East County Fire Protedian District - Chief Emin Winis, Rancho Santa Fe Fire Protedion Distnd - Lvy Jackman, Heartland Communication
AuthorityChiaf Hmold Feuerstein, eI Centro Fire Dement - Chief Harold h, El Cmtro Police Department - Captain Ernie Menha[ Imperial County Shwifs
Dave Crockett, O,$ce of the ChiefAdministrative OJLr, County of Imperio]- Dan Johnson, CJhrnia Department of Transportation
At takh
&€?CHASE REQUISITION: 7074 b 2 ITEM: 01 PC4 63'
IJESCRIPTION: 5496 4671 ___ -
PC46 OLR SYSTEM
QUANT : UNITS : EST$ : ORGN ACCT TSK 01
A) B)
C) D)
E) F)
G) H)
1) J)
K) L)
M) N)
Q) R)
S) T)
U) V)
W) X)
Y) Z)
c1 C2
c3 c4
0) P)
I HEREBY CERTIFY UPON MY OWN PERSONAL KNOWLEDGE THAT THE ARTICLES OR SE
REQUESTED HEREON ARE NECESSARY FOR USE BY THE DEPARTMENT AND FOR THE PZ
INDICATED ABOVE, AND THAT THERE ARE FUNDS AVAILABLE TO COVER THE COST C
PASSWORD IF COMPLETE ==> MORE
ENTER ITEM RECORD DATA. PRESS ENTER TO CONTINUE, PRESS ALT/CLR TO EX17
NAME
i[ PkEE-.-....-.. ........................................................ !. ................ ...._ (Tax or Soc Sci No) I 6F
(Last1 (First) (Initial)
AM)RESS.-.-..-..-.,.-., .......................... .-~~,, ................................................ reet)
............................................................ * .*.*._. .................. I..C._._...l.. (CiW (State) (ZIP Code)
TO COUNTY OF SAN DIEGO FOR ......... ...-........-.....c_I ..... _._.. .............................. DfPARTMR#T
PREPARED BY ........................................ PHONE ...................
CL&tMANT WILL NOT WRITE IN SP BELOW THIS LINE
ORGANIZATION UNIT ..................
ACCOUNT
TASK ..................... OPTION ..
ACTIVITYIWORK AUTH ..................
CURRENT FISCAL YEAR 0 PRll
ENC RED DOC NO
AUTHORITY .........................
..........................
...................
CIOUTE COVE ............ .TKB ......
COW CODE .........................
VENDOR NO .........................
FOR COUNTY USE ONLY
I HEREBY CERTIFY uWn my own wnmI knowledge lhat the articles or services specitiea in the above claim were necessary and were Ordered by me for use Oy the
d.p.rtmen1 and lor the purpoee indicated .hove; that the articles M servicw have been . received or furnished a contracted fa as stated hereon except as olhewise tn.
diuld above by me.
............................................................................................... County OWk*r
By ........................................................................................... Signmture
Tl(l* ..................................................................................... Date
FOR ASSIGNMENT ONLY (IF APPLICABLE) *-.
FOR VALUE RECEIVED. I hereby sell, assign, transfer and set over
TO .................................... ............................. .
All my right. title and interest In the above claim.
SlQfi@d ..................................................................
Dated .....................................................................
Atta vw q. t *I OSan Diego County - Imperial
Regional Communications System
9335 Hazard Way, Suite 105, San Diego, California 92123
Phone (619)694-3663 Fax (619)694-3433
PAGE
Invoice Amount
............................................................ Board of Directors _--_-_______________-_----_----------_- l. ___
Chief Darnis VanDerkfaaten, Car~!sbad Fire Dqartmnet - CJief Roger Purdie, Visfa Fire Department - dzief Robert Vdes, Car&adPohe Deparfmen
Commander Tom 24 San Diego County Sherfs Department - Dan EhrLJ executive Director, San ~~0 County ofia o,fBS&r prepar&us
dJDa,.,eflJ,LeS, East County Si, Pro-ion District - C&fE-;n Efis, RancLo Smta Fe Fire Protecfion Dstrid - LmTyJ&k-n, Heartland Communications I
Chief HaroldFeuersfein, d Centro Fire Department - Chief HmoId Carter, El Centro Police Department - +in Ernie Mendaa, Imperia] County Skenjf’s Dc
Dave Cro&tt, Mce of the ChiefAdministrafive @-car, County of Impmd- Dan Johnson, di$nmia Lkpartmart of Transportation