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2015-09-22; City Council; 22085; Purchase Radios for Fire, Police Departments from Motorola
CITY OF CARLSBAD - AGENDA BILL AB# MTG. DEPT. 22.085 9/22/15 FIRE/POLICE APPROVE AND AUTHORIZE THE PURCHASE OF RADIOS FORTHE FIRE AND POLICE DEPARTMENTS FROM MOTOROLA, INC IN AMOUNTS NOT TO EXCEED $590,862 AND $878,742 RESPECTIVELY DEPT. DIREaOR CITY ATTORNEY CITY MANAGER 2015-236 approving and authorizing the purchase RECOMMENDED ACTION; City Council adopt Resolution No. of radios for the Fire and Police Departments in amounts not to exceed $590,862 and $878,742 respectively. ITEM EXPLANATION: Carlsbad Municipal Code Section 3.28.100 allows for the purchase of goods and/or services through cooperative purchase agreements established by another agency when that agency has made their purchase in a competitive manner. Radios are available through a cooperative purchase agreement competitively selected and priced bythe Countyof San Diego Regional Communication System (RCS). The County of San Diego RCS established Motorola, Inc. as the sole source for radio purchases in 1995 (Exhibit 2). The use ofthis purchase agreement is available to other local public safety agencies who are members of RCS. The City of Carlsbad is an RCS member (Exhibit 3). Standardizing equipment makes it easier for fire and law enforcement agencies to share resources and work as an effective regional force when needed. The County Board of Supervisors recognized the adverse effect that incompatible radio systems could have on mutual aid and disaster recovery efforts, and as a result, the public safety radio systems in the County are all Motorola systems. This includes all cities in the county as well as Heartland Fire JPA, the San Diego Unified Port District and CALTRANS. FISCAL IMPACT; Funding is available forthe radio purchases in the FY2015-16 Fire and Police Departments' budgets. The radio purchases will be made over a two year period. No additional appropriations are required. The city's purchasing policy requires City Council authorization for purchases over $100,000. ENVIRONMENTAL IMPACT: Pursuant to Public Resources Code section 21065, this action does not constitute a "project" within the meaning of CEQA in that it has no potential to cause either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, and therefore does not require environmental review. DEPARTMENT CONTACT: Fiona Everett 760-931-2279 fiona.everettPcarlsbadca.gov FOR CLERK USE. COUNCIL ACTION: APPROVED CONTINUED TO DATE SPECIFIC • DENIED • CONTINUED TO DATE UNKNOWN • CONTINUED • RETURNED TO STAFF • WITHDRAWN • OTHER - SEE MINUTES • AMENDED • REPORT RECEIVED • EXHIBITS; 1. Resolution No. 2015-236 approving and authorizing the purchase of radios for the Fire and Police Departments in amounts not to exceed $590,862 and $878,742 respectively. 2. Contract 43095, including Amendment No. 28 between the County of San Diego Regional Communicration System and Motorola, Inc. 3. Amendment to the Agreement between the County of San Diego and the City of Carlsbad extending the term ofthe Regional Communication System through March 2016. Exhibit 1 1 RESOLUTION NO. 2015-236 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, TO APPROVE AND AUTHORIZE THE PURCHASE OF RADIOS FOR THE FIRE AND POLICE DEPARTMENTS FROM 4 MOTOROLA, INC IN AMOUNTS NOT TO EXCEED $590,862 AND $878,742 RESPECTIVELY 3 5 6 7 8 9 10 26 27 28 WHEREAS, the Fire and Police Departments are purchasing radios in Fiscal Year 2015-16 and Fiscal Year 2016-17; and WHEREAS, Carlsbad Municipal Code Section 3.28.100 allows for the purchase of goods and/or services by contract when another agency has made their purchase in a competitive 11 manner; and 12 WHEREAS, radios are available for purchase from Motorola, Inc. through a cooperative 13 purchase agreement competitively selected and priced by the County of San Diego Regional 14 Communication System and the use ofthis purchase agreement is available to other local public 15 safety agencies; and 16 " WHEREAS, funding for these purchase is available in the Fire and Police Departments' 18 budgets and no additional appropriations are required. 19 NOW, THEREFORE, BE IT RESOLVED bythe City Council ofthe CityofCarlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That the radio purchases from Motorola, Inc. in amounts not to exceed $590,862 and 20 21 22 23 24 $878,742, respectively, are acceptable and the Mayor is hereby authorized to approve 25 the purchases through the competitive purchase agreements stated above. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED AND ADOPTED at a Regular Meeting ofthe City Council ofthe City of Carlsbad on the 22"^* day of September 2015, by the following vote to wit: AYES: NOES: ABSENT: Council Members Hall, Blackburn, Schumacher, Wood, Packard. MATT HALL, Mayor ATTEST: BARBARA ENGLESON, Ci|y Clerk (SEAL) c-^^^.v.SBAo^'/,,^ %7 * COUNTY OF SAN DIEGO - DEPARTMENT OF PURCHASING AND CONTRACTING CONTRACT NO. 43095 AMENDMENT NO. 28 To Motorola Inc. Pursuant to the contract changes clause, you are directed to make the changes descnbed herein to the Contract or do the following descnbed work not included in the previous agreed on Statement of Work Title of Contract. Proiect. or Program Regional Communications System Description of Contract Change<s) and/or Work To Be Done: Effective Date January 1.2011 1 Modily Section 3. Term of Agreement and Completion of Work The contract expiration date is changed to December 31,2015 2 Modify Section 6, Notices as follows County COUNTY OF SAN DIEGO Sue Willy, Manager ShenfTs Wireless Services Division 5555 Overland Ave Suite 5105 San Diego, C A 92123 858-694-3953 Susan willy@sdshenfr org Motorola MOTOROLA Inc Ken Nordholm, Senior Account Manager 6450 Sequence Dnve San Diego, CA 92121 858-488-4440 Ken nordholm(gimotorola com All other Terms and Conditions remain in effect IN WITNESS WHEREOF, County and Contractor have executed this Amendment effective as of the date first set forth above We, the undersigned Contractor, have given careful consideration to the change proposed and hereby agree, if this proposed change IS approved, that we will provide all equipment, fumish all matenals, except as may otherwise be noted above, and perform all services necessary for the work specified herem Revised connect time for completion is December 31, 2015 Total connect pnce remains unchanged MARK SCHMIDL, VicdPresident Motorola Sales and Service Inc 6450 Sequence Dnve San Diego, CA 92121 Date K^C^'^fO THIS AMENDMENT IS NOT VALID UNLESS APPROVED BV THE DIRECTOR, DEPARTMENT OF PURCHASING AND CONTRACTING Department Review and Recomin^ded Approval By ICEITH SPEABS, Contrects Manager ShenfTs Demlrtment Date APPROVED. By /Sw WINSTON F McCOLL, DiraCtor Department of Purchasing and Contracting n/12/2010 CONTRACT 43095 AMENDMENT #28 6 10 14 15 17 20 2 24 25 do Contract i^^SO^S AGREEMENT WIIH A COMMUNICATIONS MANUFACTURING FIRM TO PROVIDE A REGIONAL COMMUNICATIONS SYSTEM THIS AGREEMENT made and entered into this^l 3ky of December, 1995 by and between the County of San Diego, a poHtical subdivision of the State of California, hereinafter called "COUNTY," and Motorola, Inc. (MOTOROLA) located at 9980 CarroU Canyon Road, San 11 Diego, CA 92131. 12 WITNESSETa WHEREAS, the COUNTY, by action of Board of Supervisors Item 9 on December 13, 1994 authorized the Director of Purchasing and Contracting, pursuant to Article XXIU, Section 93. la ofthe Administrative Code, to award a contract to provide a Regional Communications System (RCS) and by Item 2 on March 7, 1995 authoiized the RCS Board of Directors, on behalfofthe 1? COUNTY, to review and ^prove said contract. 19 WHEREAS, the COUNTY desires such services to be provided in accordance with MOTOROLA'S proposal dated SEPTEMBER 11.1995 and as amended by MOTOROLA'S letter 22 dated December 29, 1995 23 WHEREAS MOTOROLA agrees to provide its services and equipment subject to the foUowing additional conditions, and shall be considered the prime contractor for the provision of services 26 required by the COUNTY, and 27 28 WHEREAS, MOTOROLA is speciaUy trained and possess ceitain skills, experience, education 29 and competency to perfbrm special services; '50 ^T«=.wpd Volume I lof 9 12/29/95 NOW Therefor, in consideration of the promises, and mutual covenants and agreements herein 32 contained, the parties agree as follows:. 33 34 SECTION 1. DUTY OF MOTOROLA •^^ ^ MOTOROLA shall designate a representative who will be in charge ofthis Project. •^^ ^- MOTOROLA shall designate a representative, if other than the representative designated ^'^ ^ above, who may sign in the name of MOTOROLA, on letters, papers, and other ^ ^ documents relating to professional services to be perfbrmed hereunder. ^ designation(s) required by "A" and "B" above shall be sent to Contracting Officer's Technical Representative, (COTR) Mr. Jon FuIIinwider, Director, Department of 41 Infonnation Services or his designee. ^- MOTOROLA shafl, in a good worionanlikB and professional manner and at their ovvn cost expense, fumish aU of tiie labor, technical, administrative, professional and other 44 personnel, aU supplies and materials, equipment, printing^ vehicles, transportation, office space and fecilities, and all test, testing and analysis, calculations, and all otiier means '^^ whatsoever, except as herein odierwise expressly. specified to be fumished by die '^'^ COUNTY, necessary or proper to perfonn and complete tiie work and provide the 48 services required of MOTOROLA by this Agreement. '^^ ^- MOTOROLA shall function as a prime contractor for performance of the services 50 described in Volume H - Statement of Work. 51 52 SECTION 2. WORK TO BH PERFORMED BY MOTOROLA 53 MOTOROLA shall fumish, instaU, test and cut over a state-of-tiie-art 800 ^ffiz pubUc safety 54 trunked radio communications system as described by the functional specifications set forth in 55 MOTOROLA'S proposal, including all required support equipment such as consoles as identified 56 and described in this Agreement and MOTOROLA'S proposal. The system shall also include ' 57 deUvery of portable and mobile radios as Usted in this Agreement. The COUNTY has the option 58 to review and modify user equipment quantities and models up to 90 days prior to achial or 59 scheduled delivery whichever is later. AU equipment provided hereunder shaU be new. iT&Cwpd Volume I 2 of9 12/29/95 61 .62 63 64 65 66 67 68 69 70 71 72 73 75 76 77 78 79 80 81 82 83 84 85 86 87 88 MOTOROLA agrees to do and perform the work described in MOTOROLA's proposal dated September 11, 1995 as amended by MOTOROLA's letter dated December 22 , 1995. The specific tasks to be performed by MOTOROLA are listed in Volume IT - Statement of Work and Specific Equipment Lists are described in Volume IU which volumes are attached hereto and made a part hereof SECTION 3. TERM OF AGREEMENT AND COMPLETION OF WORK All equipment to be deUvered and services required by this Agreement shaU be satisfectorily completed in accordance with the schedules set forth in Exhibit B. This Agreement shaU be in effect until 31 December 2010, and may thereafter be renewed upon written agreement of COUNTY and MOTOROLA. SECTION 4. WORK TQ BE DONE BY COUNTY The COUNTY shaU provide such mfonnation as required by. the Statement of Work and as are reasonably necessaiy fisr MOTOROLA to perfonn its services. 4.1 The COTR or a designated representative, shaU represent the COUNTY in all matters pertaining to the services rendered under this Agreement. The COTR wUl appoint a Project Manager to represent the COTR in the day-to-day operations and development ofthe Project. 4.2 The COUNTY shall select and acquire sites and provide adeqiiate access to the site to allow delivery and installation of aU required improvements. 4.3 Notwithstanding anything to the contrary in this Agreement, the COUNTY shaU only fiimish information or services described in this Agreement to the extent that any such infomiation or service is reasonably required for MOTOROLA to perform its obUgations under this Agreement and is requested by MOTOROLA in writing.: iT&Cwpd Volume I 3 of 9 12/29/95 90 91 92 93 94 95 96 97 98 99 100 101 102 * 104 105 106 107 108 109 110 111 112 113 114 115 116 117 4.4 The COUNTY wiU supply drawings and specifications of any existing faciUties including plans, elevations, sections, details and existing utiUties, to the extent that such inforraation is reasonably available. 4.5 The COUNTY shall participate in aU subsystem acceptance tests and shall accept the subsystems in accordance with their respective Acceptance Test Procedures which are incorporated herein. Upon acceptance of aU subsystems, the RCS shaU be deemed to be finally accepted. 4.6 The COUNTY shaU acquire all pennits and Ucenses necessary for die constmction and operation of the sites. SECTION 5. PAYMENT The COUNTY shaU pay MOTOROLA, as fiill compensation for its services on this Project, a total amount of $ 39,672,111.92. This amount is payment for'aU items as set forth in the Statement of Work and as fiirther described in Exhibit B "Maestone Payment Schedule & Terms." The above amount excludes the items Usted in Line Item 3 as options. Payment for each milestone shall be made in accordance with Exhibit B. MOTOROLA shaU mvoice for tasks assigned subsequent to the date ofthis Agreement either upon milestone completion or on the. foUowing basis; Monthly percentage complete invoices by task, mcluding a Usting of tasks perfonned and associated costs, to include aU subcontract costs and other direct costs. A copy of the monthly report required in Section 8 of this Agreement shaU be attached to each monthly invoice, detaiUng tasks performed and percentage completion of each task. The COUNTY is precluded fi::om making paynfents prior to receipt of services (advance payments). The COUNTY wiU accept invoices for progress payments and if approved, wiU reimburse MOTOROLA up to 90% ofthe value of goods/services 1. IT&Owpd Volmne 14 of 9 12/29/95 r. received. Invoice to be submitted as foUows: 119 a. Original invoices wiU be submitted monthly, or at the completion of each 120 phase or task, or at contract completion to: 121 122 COUNTY AUDITOR AND CONTROLLER, ROOM 3 06 123 1600 PACIFIC HIGHWAY 124 SAN DIEGO, CA 92101 125 126 b.A copy ofthe invoice shaU be submitted to the COTR. The mvoice must 127 specify items and deUverables for aU items described in the "Statement of 128 Work." 129 c. Payment shaU be Net 30 Days fi-om receipt and approval of invoice unless 13 0 otherwise stated. Discounts wiU be calculated fi-om receipt of merchandise 131 or invoice, whichever is later. " 4. The balance due for each task may be released upon the completion of that task. 133 The final invoice will be submitted by MOTOROLA upon completion of each task. 134 135 Included in the price set forth above, the COUNTY and MOTOROLA have agreed that die 13 6 COUNTY wUl have.the abiUty to issue Task Orders (Item 2 below) requiring additional work within 137 the scope ofthe contract services br exercising options as set forth below. Task Orders, up to a 138 value of $4,500,000 (totai) may be issued by the COTR. Each Task Order shalL 139 140 1. Be sequentiaUy numbered for identification purposes. 141 2. Contain a description of the work to be performed. 142 3. EstabUsh a price and a payment schedule for the tasks which are to be accompUshed. 143 4. EstabUsh a schedule for completion of the task. 144 5. Shall be signed by both MOTOROLA and COTR as weU as the Contracting Officer to 145 indicate acceptance. 146 iT&cwpd Volume 15 of 9 12/29/95 10 1^ 148 149 150 151 152 153 154 155 156 157 158 159 160 162 163 164 165 166 167 168 169 170 171 172 173 174 175 PRICES: Iteml: Provision of Regional Communications Systems and Associated Services: $39,672,111.92. Item2: Task orders (To be written subsequent to contract): $4,500,000. Item3: As a part of tiiis Agreement, COUNTY and MOTOROLA agree to the foUowing optional pricing arrangements. 1. Additional equipment for the backbone, including RNG, RNC, etc. may be added to the deUverable items. Such equipment shall be ordered by the COUNTY through the TASK ORDER provision (Une item 2) at the prices set forth in the Master Equipraent List (Volume IH), provided that the option to purchase at the stated prices must fae exercised no later than final system acceptance. 2. COUNTY may, through the TASK ORDER provision cited in Une item 2, purchase MobUe Data equipment, additional portable equipment, spare parts and such other items as are Usted in Volume HI of this Agreement. SECTION 6. NOTICES Any notice or notices required or permitted to be given pursuant to this Agreement may be delivered to the foUov/ing addresses: COUNTY: COUNTY OF SAN DIEGO ATTENTION: Mr. Jon FuUinwider Department of Information Services 1600 Pacific ffighway SanDiego, CaUfomia 92101 MOTOROLA: MOTOROLA, Inc. ATTENTION: Mr. C. Jackson, Vice President, System Integration Land Mobile Products Sector 9980 CarroU Canyon Rd. -.. SanDiego, CA92131-1186 iT&Cwpd Volume 16 of 9 12/29/95 ' . AU notices required under this Agreement shaU be in writing and shaU be deUvered erther by (I) 177 personal deUvery, (u) expedited messenger service or (ui) postage prepaid, return receipt 178 requested certified mail, addressed to the party set forth above. A notice wUl not be effective 179 until the addressee receives it, or on tiie date tiiat it is recorded as being refused for receipt by the 180 intended recipient. Either party may change die individual and/or die address for purposes ofthis 181 Section by written instructions to the other party of such change. 182 183 SECTION?. OTHER APPLICABLE AGREEMENTS/ORDER OF PRECEDRNCR 184 The foUowing documents shaU constitute the Agreement between MOTOROLA and the 185 COUNTY, aU identified documents are hereby incorporated by reference and made a part hereof 186 as if fiiUy set forth herein. 187 1. This Agreement and aU duly executed amendments to this Agreement, -with the latest 188 amendment taking precedence over earUer amendments. 189 2. General Terms and Conditions ""0 3. Special Terms and Conditions 191 4. The Exhibits and aU duly executed amendments to said Exhibits 192 5. MOTOROLA'S proposal, dated September 11, 1995 and as amended by MOTOROLA'S 193 letter dated December 29, 1995. 194 In the event of any inconsistency or confiict between portions ofthis Agreement or the 195 referenced documents, precedence shaU be given in the foUowing order: 196 1. The Agreement and all duly executed amendments to this Agreement, with the latest ^ 197 amendment taking precedence over earUer amendments. 198 2. General Terms and Conditions 199 3. Special Terms and Conditions 200 4. The Exhibits and all duly executed amendments to said Exhibits 201 5. MOTOROLA'S proposal, dated September 11, 1995 and as amended by MOTOROLA'S 202 letter dated December 29, 1995. 203 204 .iT&Cwpd Volume 17 of 9 12/29/95 Jl i SECTION 8. REPORTS 206 MOTOROLA shaU provide monthly reports to the COTR. These reports shaU include, as a 207 minimum: 208 1. A summary of tasks performed during the reporting period, including tasks initiated, 209 tasks completed and percentage of completioh of tasks currentiy in progress. 210 2. Estimates of work to be undertaken in the nect reporting period. 211 3. Problems that have arisen during the reporting period and proposed solutions. 212 4. Any action(s) required by the COUNTY to resolve problems 213 5. Items requuing completion by COUNTY during next period to avoid impact on 214 costs, schedule or perfbrmance. 215 6. Summary of Financial Reports, as provided for in Special Terms & Conditions 216 Paragraph entitied "Project/Conttact Finandal Reporting" 217 218 SECTION 9. ENTIRE AGREEMENT This Agreement (including the agreements and documents incorporated by reference in Section 220 7) constitutes the entire Agreement, understanding and representation expressed or impUed 221 between MOTOROLA and the COUNTY widi respect to the equipment and services to be 222 provided under this Agreement and supersedes aU other additional communications, both written 223 and oral. 224 AU parties by their authorized signatures, acknowledge that they have read, understood and 225 agree to all the Terms & Conditions of this Agreement. 226 227 (balance of tiiis page intentionaUy left blank) iT&c.wpd Volume 18 of 9 12/29/95 l3 229 230 23 232 233 234 235 236 237 238 239 240 241 244 245 246 247 248 249 250 251 252 253 254 255 756 SIGNATURE PAGE CONTRACTS '^J'^^ COUNTY OF SAN DTEGO ^Contr^cts Division Manager am L. Napier, Du-ector * Purchasing and Contracting Date: i:i/,2'7 /^<^ REVTEWED/APPROVFD Dennis Van Der Maaten, Chainnan Board of Directors Regional Communications System Date: MOTOROLA. TNC Name: Stephen E. Shanck Titie: Vice President Date: / ^i IT&Cwpd Volume 19 of 9 12/29/95 IM II 258 GENERAL TEEMS & CONDITIONS OF AGREEMENT 259 260 1. DEFPOnONS 261 262 "COUNTY' shaU mean tiie County of San Diego, CaUfonua. 263 264 "MOTOROLA" shaU mean MOTOROLA, Inc. whose proposal has been accepted by tiie 265 COUNTY and who has entered into this agreement with the COUNTY to provide the equipment 266 and services described herein. 267 268 2. AFFIRMATrVE ACTION 269 270 MOTOROLA shaU comply with the AfiSnnative Action Program for Vendors as set forth in 271 Artide Elk (commencing at Section 84) of the San Diego County Administrative code, which 272 . program is incorporated herein by reference. A copy of this AfiSrmative Action Program wiU be 273 furnished upon request by the County of San Diego Contract CompUance Office, 1600 Pacific 274 Highway, Room 208, San Diego, CA 92101. 275 276 The County of San Diego, as a matter of poUcy, encourages the partidpation of small, minority, "•7 and women owned businesses. .• 279 3. ASSIGNMENT OF RIGHTS. TTTLE AND INTEREST 280 281 MOTOROLA ^ees tiiat it wUl assign to tiie purchasing body (COUNTY) aU rights, title and 282 interest in and to aU causes of action it may have under Section 4 of the CLayton Act (15 U.S.C. 283 Sec. 15) or under the Cartwright Act (Chapter 1 (commencing with Section 16700) of Part 2 of 284 Division 7 of the Business and Professions Code), arising fi-ora purchases of goods, materials, or 285 services by MOTOROLA for sale to the COUNTY pursuant to the contract. Such assignment - 286 shaU be made and become effective at the time the COUNTY tenders final payment to ^ 287 MOTOROLA 288 289 4. CAL OSHA 290 291 As appUcable, aU items fiimished under this Agreement shaU meet or exceed the standards 292 estabUshed by the CaUfomia Occupational Safety and Health Act of 1973 and current 293 amendments thereto, provided the end use ofthe item is for the purpose for which the item is 294 intended. 295 . - 296 5. DELIVERY 297 7.98 AJl delivery shaU be FOB at the County, unless staging or other pre-uistaUation is mutuaUy 9 agreed upon. Time is of the essence. The acceptance by the COUNTY of late perfonnance with iT&cwpd Volume I G-1 12/29/95 \6 JV. or without objection or reservation shall not waive the right to daim damage for such breach nor 301 constitute a waiver ofthe requirements for the timdy peiformance of any obUgation remaining to 302 be perfonned by tile MOTOROLA 303 304 6, REVIEW/APPROVAL/INSPECTrON 305 306 AU items and deUverables are subject to final inspection, review/j^proval and acceptance by the 307 COUNTY at the COUNTYs offices. Such final inspection, review/approval and acceptance or 308 rejection shaU be made within 15 days after deUvcty or as otherwise mutuaUy agreed upon 309 310 7. TERMINATION FOR DEFAULT 311 312 The COUNTY may, by written notice of default to MOTOROLA terminate any ofthis 313 Agreement in whole or in part should MOTOROLA Mto make satisfkctoty progress, Mto 314 deUver in conformance to spedfications and the requirements set forth therein. COUNTY shall 315 give MOTOROLA written notice of such default ("Cure Notice") and MOTOROLA shaU have 316 ten (10) woridng days to provide a plan of action to cure said defiiuit. In the event that either a) 317 the plan is deemed unacceptable by tiie COUNTY or b) MOTOROLA fails to cure such default, 318 then the contract shaU be terminated for defeult. In the event of such termination, the COUNTY 319 reserves the right to purchase or obtain the suppUes or services elsewhere, and MOTOROLA 320 shaU be Uable for the difference between the prices set forth in the termioated order and the actual cost thereofto the COUNTY. The prevaiUng market price shaU be considered the feir repurchase price. COUNTY agrees that in the event of a partial or complete termination 323 hereunder, the replacement System shaU not have a capability exceeding that spedfied in the 324 Agreement and that said replacement shaU be of Uke kind and quaUty to accompUsh the intended 325 purpose of the agreement. 326 327 7.1 I^ after notice of termination of this contract under the provisions ofthis dause, it is 328 determined for any reason that MOTOROLA was not in defitult under the provisions of 329 this clause, the rights and obUgations of the parties shaU be the same as ifthe notice of 330 termination had been issued pursuant to the Tennination for Convenience clause herem.' 331 332 7.2 The rights and remedies of the COUNTY provided in this artide shaU not be exclusive and 333 are in addition to any other rights and remedies provided by law or imder resulting order. 334 335 8. TERMINATION FOR CONVENIENCE 336 337 The COUNTY may, by written notice stating the extent and effective date, termmate this 338 Agreement for convenience in whole or in part, at any time. The COUNTY shaU pay 339 MOTOROLA as fuU compensation for performance until such tCTmination: 340 341 8.1 The unit or pro rata price for the delivered and accepted portioa '2 IT&Cwpd Volume/G-2 12/29/95 344 34 346 347 348 349 350 35 352 353 35 355 356 357 358 359 360 36 362 ^63 jo5 366 367 368 369 370 371 372 373 374 375 376 377 378 379 380 381 382 383 384 "5 8.2. 8.3 8.4 A reasonable amount, as costs of termination, not otherwise recoverable fi"om other sources by MOTOROLA as approved by the COUNTY, with respect to die undeUyered or unaccepted portion ofthis Agreement, provided compensation hereunder shaU in no event exceed the total price. In no event shaU the COUNTY be Uable for any loss of profits on tiiis Agreement or portion thereof so terminated. The rights and remedies ofthe COUNTY provided in this article shaU not be exdusive and are in addition to any other rights and remedies provided by law or under resulting order. TTTLE Titie to the material and suppUes purchased shaU pass directiy from MOTOROLA to the COUNTY upon deUvety, subject to the right of COUNTY to reject upon inspection. MOTOROLA shaU retain risk ofloss for aU equipment until acceptance at the COUNTYs designated fadUty or site; titie for aU equipment deUvered hereunder shaU pass to the County at the point and time of receipt as evidenced by a receivuig document signed by the COTR or an authorized designee. The above notwithstanding, tifle to software induded in the equipment .shall not pass to the COUNTY at any time. Software is the subject of a separate provision ofthis Agreement and is subject to the Ucense agreement set forth hereiit 10. VARIATIONS IN SPECIFrCATIONS The COUNTY reserves the right to waive a variation in spedfication i^ in the opinion ofthe COUNTY, such variation does not materiaUy change the item or its performance within parameters acceptable to the COUNTY. 11. HAZARDOUS StJBSTANCES 11.1 Ifthe product being suppUed contains any material which is Usted on CaUfomia OSHA Director's Ust as hazardous; MOTOROLA shall forward a material safety data sheet (MSDA) (OSHAForm 20), referencing the purchase order number, to SanDiego County, Department of Health Services, Attn: Chief Occupational & Radiological Health, PO Box 85261, San Diego, CA 92138-5261. AU shipments are to have proper labeUng requirements. 11.2 IN ACCORDANCE WTIH COUNTY BOARD OF SUPERVISORS POLICY B-64, MOTOROLA SHALL NOT PROVIDE OR DELIVER ANY PRODUCTS MANUFACTURED USING FULLY HALOGENATED CHLOROFLUOROCARBONS (CFC), UNLESS SPECIFICALLY AUTHORIZED BY THE COUNTY DDIECTOR, PURCHASING AND CONTRACTING. IT&Cwpd Volumer G-3 12/29/95 387 388 389 390 391 392 393 394 395 396 397 398 399 400 401 402 403 404 405 406 7 409 410 411 412 413 414 415 416 417 418 419 420 421 422 423 424 425 426 427 18 12. PROHIBirEP CONTRACTS Section 67 ofthe San Diego County Administrative Code provides that the COUNTY shaU not contract with, and shaU reject any bid or proposal submitted by the person or entities spedfied below, unless the Board of Supervisors finds that special circumstances exist which justify the approval of such contract: 12.1 Persons employed by tiie COUNTY or of pubUc agendes for which the Board of Supervisors is the goveming body; 12.2 Profit-making firms or businesses in which employees described in sub-section (a) of code serve as officers, prindpals, partners, or major shareholders; 12.3 Persons who, within the immediately preceding twelve (12) months came within the provisions ofthe above sub-section and who (1) were employed in positions of substantial responsibUity in the area of service to be perfonned by the contract, or (2) partidpated in any way in devdoping the contract or its service specifications; and 12.4 Profit-making firms or businesses in which the fonner employees described in sub-section 12.3 above serve as officers, prindpals, partners, or major shareholders. With the afSxing of a signature to this Contiact, MOTOROLA certifies that tiie above provisions ofthe Code have been compUed with, and that any exception wiU cause any ensuing contract to beinvaUd. 13. PUBLIC AGENCY It is intended that any other pubUc agency (Le,, dty, district, pubUc authority, pubUc agency, munidpaUty and other poUtical sub-division or public corporation of CaUfomia) located in San Diego and Imperial Counties shaU have the option to partidpate in any award made as a result of this soUdtation at the same prices and FOB destination, Tenns & Conditions. The County shaU incur no finandal responsibUity in connection with purchase orders issued by another pubUc agency. The pubUc agency shaU accept sole responsibUity for placing order or payments to MOTOROLA State whether said option is granted. YES [X] NO [ ] 14, AVAILABILrrY OF FUNDING This contract is project fimded. Fiscal funds are not included inlhis Agreement The COUNTY'S obUgation for payment of any conttact beyond the curtent fiscal year end is contingent upon the. availabUity of fimduig from which payment can be made. No legal UabUity IT&Cwpd Volume! G-4 12/29/95 II -V... . on the part ofthe COUNTY shaU arise for payment beyond June 30 of die calendar year unless 43 0 funds are made avaUable for such performance. 431 432 is. FLAMMABIUTY & TOXTdTY 433 434 Materials fumished under this Agreement must meet or exceed minimum Califonua State Fire 435 Marshal's standard for flammabUity and toxidty for institutional fiibrics, MOTOROLA shaU 436 provide evidence of CaUfomia Marshal's test results and approval number. 437 438 16, CONTRACT APMINISTRATrnN 439 440 The Director of Purchasing and Contracting is the designated Contracting Officer and is the only 441 COUNTY offidal authorized to make any changes to this agreement 442 443 The COUNTY has designated tiie foUowing mdividual as the Contracting Officer's Technical 444 Representative (COTR): 445 446 Department Infonnation Services-Mr. Jon FuUinwider or his designee 447 448 The COTR wUl chair MOTOROLA progress meetings and wUl coordinate the COUNTY'S 449 I contract administrative fiinctions. The COTR is designated to recdve and approve •| MOTOROLA invoices for payment, audit and inspect records, mspect MOTOROLA'S services, and provide other technical guidance as required. The COTR is not authorized to change any 452 I Terms & Conditions of the ContracL Changes to the scope of work wfll be made only by the 453 Board of Supervisors and/or the Contracting Officer issuing a properiy executed Change Order 454 modification. 455 456 17. CONTRACT PROGRESS MEETINGS fwith amplification in Sectjon 8. Reports of 457 the Agreement) 458 459 The COTR and other County Personnel, as appropriate, wUI meet periodicaUy with ^ 460 MOTOROLA to review tiie contract performance. At these meetings the COTR wUl apprise 461 MOTOROLA of how tfie COUNTY views MOTOROLA'S perfbnnance and MOTOROLA wUl 462 apprise the COUNTY of problems, if any, bdng experienced. MOTOROLA wUl also notify the 463 Contracting Officer (in writing) of any work being performed, if any, that MOTOROLA 464 considers to be over and above the requirements ofthe contract. Appropriate action shaU be 465 taken to resolve outstanding issues. 466 467 A summaty ofthese meetings which shaU include, but not be Umited to, key issues, action items, 468 items agreed to and problems requiring resolution wUl be rediicedto writing by MOTOROLA 469 and signed by the COTR and MOTOROLA Should the COUNTY not concur widi meeting 470 summaty, the COUNTY wiU set out in writing any areas of disagreement Appropriate action "^1 wUl be taken to resolve any areas of disagreement iT&Cwpd Volume I G-S 12/29/95 s 473 474 475 476 477 478 479 480 48 482 483 484 485 486 487 488 489 490 49 492 4 495 496 497 498 499 500 501 502 503 504 505 506 507 508 509 510 511 512 513 '14 18, INSPECTION OF SERVICE MOTOROLA'S services shafl be perfonned with a high degree of care and diUgence, and where required, in accordance with the highest standards exercised by engineers performing similar services in the San Diego, CaUfomia area, and as expeditiously as is consistent with such standards of skUl and care and the orderly progress ofthe Work. 18.1 AU performance (which indudes services, materials, suppUes and equipment fiimished or utilized in the performance of this contract, and workmanship in the performance of service) shaU be subject to inspection and test by the COUNTY during the term ofthe Agreement MOTOROLA shaU provide adequate cooperation to any inspector assigned by the COUNTY to permit the inspector to detenmne MOTOROLA'S conformity witii these specifications and the adequacy of the services being contractuaUy provided. AU inspection by the COUNTY shaU be made in such a manner as not to unduty interfere with MOTOROLA'S perfonnance, 18.2 If any services performed hereunder are not in conformity with the spedfications and requirements of this contract, tiie COUNTY shaU have tiie right to require MOTOROLA to perform the services in confonnity with said spedfications and requirements at no increase in total contract amount. When the services to be performed are of such nature that the difference cannot be corrected, the COUNTY shaU have the right to (1) require MOTOROLA immediatdy to take aU necessaty steps.to ensure firture perfonnance of the services in conformity with requirements ofthe contact, and (2) reduce the contract price to reflect the reduced value of the services perfoimed. In the event MOTOROLA feils to perform the services promptfy or to take necessaty steps to ensure fiiture performance of the service in conformity with the spedfications and requirements of this contract, the COUNTY shaU have the right to terminate this contract fbr default as provided in the Termination for Defeult clause herda 19- CHANGES The Contracting Officer may at any time, by written order, make changes within the general. scope ofthis contract, in the definition of services to be performed, and the timefi.e., hours of the day, days ofthe week, etc) and place of performance thereof If any such change causes an increase or decrease in the cost o^ or the time required for the performance of any part of the work under this contract, whether changed or not changed by any such order, an eqititable adjustment shafl be made in the contract price or deUvety schedule, or both, and the conttact shaU be modified m writing accordingly. Any claun by MOTOROLA for adjustment under this clause must be asserted within 30 days from the date of receipt 5y MOTOROLA ofthe notifications of change; provided however, that the Contiacting Officer, if Contracting Officer decides that the facts justify such action, may recdve and act upon any such claim asserted at any time prior to final payment under this conttact. Where the cost of property made obsolete or iT&c^«pd Volume I G-6 12/29/95 TO 516 517 518 519 520 52 522 523 524 525 526 527 528 529 530 53 532, 533 534 535 5 . / 538 539 540 541 542 543 544 545 546 547 548 549 550 551 552 553 554 555 556 ''^7 excess as a result of a change is inchided in MOTOROLA'S daim for adjustment, the Contracting Officer shaU have the right to prescribe the manner of disposition of such propeity. When the estimated cost of the change is less than $25,000, nothing in this dause shaU excuse MOTOROLA from proceedir^ with the contract as changed. In the event that the estimated cost ofthe change order exceeds $25,000, Motorola shaU not be required to proceed with the chaise untU the change order has been signed by both parties to the Agreement 20. INDEPENDENT CONTRACTOR MOTOROLA is, for aU purposes arising out ofthis contract, an independent contractor and shaU not be deemed an employee ofthe COUNTY. It is ©cpressly understood and agreed that MOTOROLA shaU in no event, as a result ofthis conttact, be entitied to any benefits to which COUNTY employees are entitied, including but not Umited to overtime, any retirement benefits, worker's compensation benefits, and injuty leave or other leave benefits. 21. ASSIGNABHJTY MOTOROLA shaU not assign any interest in this contract, and shaU not transfer any interest in the same (whether by assignment or novation), without the prior written consent of the COUNTY thereto; provided however, that claims for money due or to become due to MOTOROLA from the COUNTY under this contract may be assigned without such approvaL Notice of any such assignment or transfer shaU be fiimished promptiy to the COUNTY. 22. SUBCONTRACT FOR WORK OR SERVICES No conttact sfaaU be made by MOTOROLA with any party for fiimishing any ofthe work or services herein contained without the prior written approval ofthe COTR excepting those suppUers/subcontractors identified in MOTOROLA'S proposal; but this provision shaU not require the approval of contracts of employment between MOTOROLA and personnd asagned _ for services thereunder, or for parties named in proposal and agreed to any renting contract. MOTOROLA is fiirther reminded that it is the COUNTYs poUcy to encourage the partidpation of minority business enterprises. This indudes: ensuring that, if available, minority fiams are soUdted, where feasible dividing the requirement into smaUer units fbr the purpose of greater minority partidpation, and estabUshing deUvety and payment schedules which wUl facflitate participation by minority businesses. 23. HOLD TrARMT.E.S.<; MOTOROLA agrees to fliUy indemnify, defend and save harmless the COUNTY, its officers and employees against any and aU loss, damage, liabUity, claim, demand, suit of whatsoever nature for damage to property or for personal injuty, including death, made by anyone whomsoever, which may arise from operations carried out under this contract to the extent such daims are IT&Cwpd Volume I G-7 12/29/95 ^1 caused by MOTOROLA'S sole negUgence, or misconduct. MOTOROLA shafl not be 559 responsible for and tiie COUNTY shafl defend, indemnify and hold MOTOROLA, its officers 560 and employees harmless from any and aU claims of whatsoever kind or nature for the damage to 561 property or for personal injuty, induding death, made by anyone whomsoever, which may arise 562 from operations carried out under this contract to the extent such claims are caused by the 563 COUNTYs sole negUgence or misconduct, Wth respect to any and aU claims of whatsoever 564 kind or nature for damage to property or for personal injuty, including death, made by anyone 565 whomsoever, which may arise from the joint or concurtent n^gence of MOTOROLA and 566 COUNTY, each party shaU assume responsibUity m proportion to the degree of its respective 567 &ult IN NO EVENT SHALL MOTOROLA OR COUNTY BE LIABLE FOR 568 INCIDENTAL OR CONSEQTJENTIAL DAMAGES OF ANY NATURE. 569 570 24. INTEREST OF CONTRACTOR 571 572 MOTOROLA covenants that it presentiy has no interest, indudmg but not limited, to other 573 projects or independent conttacts, and shaU not acquire any such interest, direct or incUrect, 574 which would conflict in any manner or degree with the poformance of services required to be 575 perfbrmed under this contract. MOTOROLA fiirther covenants that in the performance of this 576 contract, no person having any such interest shaU be employed or retained by it under this 577 contract. <78 . 25. CONDUCT OF CONTRACTOR 581 25.1 MOTOROLA agrees to inform tiie COUNTY of aUMOTOROLA's interests, if any, which 582 are or which MOTOROLA beUeves to be incompatible witii any interests ofthe COUNTY. 583 584 25.2 MOTOROLA shaU not, under circumstances which might reasonably be interpreted as an 585 attempt to mfluence the redpient in the conduct of their duties, accept any gratuity or 586 spedal favor &om individuals or organizations with whom MOTOROLA is doing business 587 or proposing to do business, in accompUshing the woric under the contract. ^ 588 589 25,3 MOTOROLA shaU not use for personal gain or make other improper use of privfleged 590 information which is acquired m connection with its employment In this connection, the 591 term "privfleged information" includes, but is not limited to, unpubUshed information 592 rdating to technological and scientific development; medical, persoimel, or security records 593 of individuals; anticipated materials requirements or pricing actions; and knowledge of 594 sdections of MOTOROLA or subcontractor in advance of offidal announcement. 595 596 iT&cwpd Volume I G-8 12/29/95 3. 25.4 MOTOROLA or empioyees thereof shafl not ofier gifts, gratuity, fiivors, entertainment 598 directiy or indirectiy to COUNTY employees. 599 600 26. GOVERNING LAW 601 602 This conttact shafl be constmed and interpreted according to the laws ofthe State of CaUfomia. 603 604 27, AUPTT AND INSPECTION OF RECORDS 605 606 27.1 General, The COUNTY shaU have the audit and inspection rights described in this section. 607 608 27.2 Pricing Data. If MOTOROLA submitted pricing data in connection with the pricir^ of 609 this conttact or any change or modification thereto, unless such pricing was based on 610 adequate price competition, estabUshed catalog or market prices of commercial items sold 611 in substantial quantities to the general pubUc, or prices set by law or regulation, the 612 Contracting Officer or Contractmg Officer's representatives who are employees of the 613 COUNTY or its agait shafl have the right to examine the books, records, documents and 614 other data of MOTOROLA related to the negotiation pricing or performance of such 615 contract, change or modification, for the purpose of evaluating the accuracy, completeness 616 and curtency of the pricing data submitted, ^17 ' 27.3 Avaflabflity. The materials described above shaU be made available at the office of y^.j MOTOROLA, at afl reasonable times, for inspection, audit or reproductions, until the 620 expiration of three years from the date of final payment under this contract, or by (1) and 621 (2) below: 622 623 27.3.1 If this contract is completdy or partiaUy terminated, the records relating to the 624 work terminated shafl be made available for a period ofthree years from the 625 date of any resulting final settiement. 626 627 27.3.2 Records which rdate to appeals, Utigation or the settiement of claims arising 628 out of the performance of this contract, shaU be made avaflable until such 629 appeals, Utigation, or daims have been disposed o^ or three years after 630 contract completion, whichever is longer. 631 632 27.4 MOTOROLA shaU insert a clause containing aU the provisions ofthis entire clause in aU 633 subcontracts hereunder except altered as necessaty for proper identification of the 634 contracting parties and the Conttacfing Officer under the COUNTYs Prime Contract. 635 iT&Cwpd Volume 1 G-9 12/29/95 t. 28. PATENT ANP COPYRIGHT INFRINGEMENT 637 638 MOTOROLA shaU report to the Contracting Officer, promptiy and in reasonable written detafl, 639 each notice or claim of patent or copyright infringement based on the performance ofthis 640 conttact of which MOTOROLA has knowledge. 641 642 29, FUNCTIONAL REOUIREMENTS 643 644 Unless MOTOROLA expressly states otherwise herein, where fiinctional requirements are 645 expressly stated as part of the requirements ofthis Agreement ,Volume II, Para. 1.0, 646 MOTOROLA, warrants that in its opinion the system is capable of meeting those requirements. 647 In the event of any inconsistency between the fimctional specifications and the detafled 648 specifications contained in this Agreement, the former wfll controL 649 650 30. INSURANCE 651 652 Before commencement of the work, MOTOROLA shaU submit Certificates oflnsurance 653 evidencing that MOTOROLA, has obtained for the period ofthe contract, from generaUy 654 recognized responsible insurer, uisurance m the foUowing forms of coverage and muiimum 655 amounts spedfied: 656 *7 30.1 A poUcy of Worker's Compensatioii m statutoty amounts. . i 659 30.2 Commercial General Liabflity insurance written on an "occmrence''basis and in an amount 660 of not less than $1,000,000 each occurrence. 661 662 3 0.3 AutomobUe IJabflity Insurance covering owned, non-owned and hired automobfles in an 663 amount not less than $1,000,000 combined single Umit 664 665 30.4 The poUdes (except for Workers' Compensation) shaU name the County of San Diego as 666 additional insured. 667 668 30.5 Each poUcy of insurance shaU contain the foUowing dause: 669 670 "It is agreed that these poUdes shaU not be canceled nor the coverage reduced until 671 thirty (30) days after the COTR shaU have received written notice of such cancdlation 672 or reduction. The notice shaU be deemed effective the date deUvered to said COTR, as 673 evidenced by properly vaUdated return recdpt." Each poUcy oflnsurance shaU name 674 the County of San Diego as the additional insured party. 675 • ' . 676 3 0.6 The County of San Diego shaU retain the right at any time to review the coverage, form 677 and amount of insurance required herein and may require MOTOROLA to obtain insurance '78 sufficient in coverage, form and amount to provide adequate protection against the kind iT&c«TKi Volume IG.-10 12/29/95 v< and extent of risk which exist at the time a change in insurance is required. The COUNTY 680 requirement shafl be reasonable. 681 682 31, LICENSING 683 684 Attention is directed to the provisions of Chapter 9 of Division 3 ofthe Business and Professions 685 Code conceming the Ucensing of MOTOROLA MOTOROLA and its subcontractors shaU be 686 Ucensed, if required, in accordance with the laws ofthis state and any contractor or 687 subcontractor not so Ucensed is subject to the penalties imposed by such laws. 688 689 32. PERMITS. NOTICES. FEES AND LAWS 690 691 MOTOROLA shaU, at MOTOROLA'S expense, obtain aU necessaty business permits and 692 Ucenses, give aU necessaty notices, pay aU fees required by law, and comply with afl laws, 693 ordinances, rules and regulations rdating to work and to the preservation ofthe pubUc health ahd 694 safety. 695 696 33. AIR. WATER POLLUTION CONTROL. SAFETV ANP HEALTH 697 698 MOTOROLA shaU comply with all air poUution control, water poUution, Safety and Healdi 699 Ordinances and statutes which apply to the work performed pursuant to this conttact, including 0 any requirements specified in state government codes. Jl 702 34. PERSONNEL ASSIGNMENT AND REPLACEMENT 703 704 34.1 Resumes ofkey individuals who wfll be assigned to the project wfll be fiimished. AUsuch 705 persormd wfll be assigned to the project 706 707 34.2 A project manager wiU be assigned, (if more than one individual is assigned) as the 708 individual responsible for the overaU perfijimance of any resultmg contract and wfll be 709 directly responsible for respondii^ to the COTR at aU times during the term ofthis 710 contract 711 712 34.3 No replacement of personnd wifl be aUowed without fiifl resume submittal, justification 713 therefor and approval by the COTK 714 715 35, RIGHT TO ACOUIRE EOUIPMENT ANP SERVICES 716 717 Nothing in this agreement shaU prohibit the COUNTY from acquiring tiie same type or 718 equivalent equipment and/or service from other sources, when deemed by the COUNTY to be m 719 its best interest 720 '^1 iT&cwpd Volume IG-11 12/29/95 ^5 723 i 724 725 726 727 728 729 730 731 7321 733 7341 735 736 737 738 739 740| 741, 742I 745 746 747 748 749 750 751 752 753 754 755 756 757 758 759 760 761 762 763 36. SEVERABILITY Should any part ofthis agreement be hdd to be invaUd by a court of competent jurisdiction, the reminder ofthe agreement shafl be considered as the whole agreement and be binding on the contracting parties. 37. FINDINGS CONFIPENTIAL Any reports, information, data, etc., given tp or prepared or assembled by MOTOROLA under tills Agreement which tiie COUNTY requests to be kept as confidential shaU not be made avaflable to any individual or organization by MOTOROLA witiiout the prior wiitten approval of tiie COUNTY. 38. PUBLICATION. REPROPTJCnON AND USE OF MATERTAL No material produced, in whole or in part, under tiiis Agreement shaU be subject to copyright m tiie United States or in any otiier countty. The COUNTY shaU have unrestricted autiiority to pubUsh, disdose, distiibute and otherwise use, in whole or in part, any reports, data or other materials prepared under this Agreement AU reports, data and other materials prepared under this Agreement shaU be property of tiie COUNTY upon completion ofthis Agreement. 39. LIMTTATTON OF FUTURE CONTRACTS 39.1 It is agreed by tiie parties to tiie contract tiiat MOTOROLA wfll be restticted m tiieir fiiture contracting with the COUNTY to the manna-described bdow. Except as specificaUy provided m this clause, MOTOROLA shafl be free to compete for business on an equal basis with other companies. 39.2 If MOTOROLA under the terms ofthe contract, or through the perfonnance of tasks pursuant to this contract, is required to devdop specifications or statements of work and such spedfications or statements of work are to be incorporated into a soUdtation, ^ MOTOROLA shaU be indigible to perfonn the work descnbed within tiiat soUdtation as a prime or subcontractor under an ensuing COUNTY contract It is fiirther agreed, however, that the COUNTY wfll not, as additional work or by change, unUateraUy require MOTOROLA to prepare such spedfications or statements of work under this contract. 39.3 To the extent that the work under this conttact requires access to proprietaty, business confidential or financial data of other companies, and as long as such data remains proprietaty or confidential^ MOTOROLA shafl protect such data from unautiiorized use and disclosure and agree not to use it to compete with sudf companies. IT&Cwpd Volume IG-12 12/29/95 765 766 767 768 769 770 77 772 773 774 775 776 777 778 779 780 78 782 783 784 787 788 789 790 791 792 793 794 795 796 797 798 799 800 801 802 40. DRUG & ALCOHOL FREE WORKPLACE The County of San Diego, in recognition of individual rights to work in a safe, healthfiii and productive work place, has adopted a requirement for a drug and alcohol fi-ee woric place, County of San Di^o Dmg and Alcohol Use PoUcy C-25. This poUcy provides tiiat aU COUNTY employed contractors and contractor employees shaU assist in meding this requirement 40.1 As a material condition ofthis agreement, MOTOROLA agrees that MOTOROLA and MOTOROLA'S employees, whfle perfonning seivice on the COUNTY property, or whfle using COUNTY equipraent 40.1.1 ShaU not be in any way impaired because of being under the influence of alcohol or a dmg. 40.1.2 ShaU not possess an open container of alcohol or consume alcohol or possess or be under the influence of an Ulegal dmg. 40.1.3 ShaU not sefl, offer, or provide alcohol or a dmg to another person. The above sub-paragraph shaU not be appUcable to a MOTOROLA employee who, as part ofthe performance of normal job duties and responsibUities prescribes or administeis medicaUy presoibed dmgs. 40.2 MOTOROLA shaU infonn aU employees that are perfonning service for the COUNTY on COUNTY property or using COUNTY equipment, ofthe COUNTY objective ofa safe, healthfiii and productive work place and the prohibition of dmg or alcohol use or unpairmem from same whfle poibrming sudi service for the COXJNTY. 40.3 The County may Terminate for Defiiult or Breach this Agreement and any other Agreement MOTOROLA has witii tiie COUNTY, if MOTOROLA, or MOTOROLA'S^ employees are determined by the Contracting Officer not to be in compUance with the conditions Usted herdn. 41. SEXUAL HARASSMENT To implement COUNTY poUcy to provide a work environment free of sexual harassment, MOTOROLA shaU comply with Board Supervisors' PoUcy C-22, "Sexual Harassment PoUcy," and with aU appUcable State and federal laws pertaining to sexual harassment or discrimination. iT&Cwpd Volume IG-13 12/29/95 o 804 805 806 807 808 809 810 811 812 .813 814 815 816 817 818 8191 820| 821 82iZ| 823 1 ^ .J 8261 827! 828 829 830 831 832 833 834 835 836 8371 838 839 840 841 8421 843 844 "15 SPECIAL TEEMS & CONDITIONS OP AGREEMENT 1. PERFORMANCE BONDS MOTOROLA wfll provide to the COUNTY a Perfonnance Bond in a sum equal to twenty-five (25%) percent and a Payment Bond in a sum equal to ten (10%) percent ofthe contract witii surety satisfactoty ta tiie COUNTY, witiiin ten (10) woridng days after notice is received frora the COUNTY that the contract has been awarded. The cost of providing the bond shaU be considered as included ia. the price and no additional compensation wiU be aUowed therefor. If MOTOROLA Ms to provide tiie bonds witiiin tiie time specified, the COUNTY may, at its option, determine tiiat MOTOROLA is in default and terminate the contrzct in accordance with the clauses of the contiact entitied "Tennination for Default" and "Temiination for Convenience." 2. LIOUID ATED DAMAGES Time is ofthe essence m the performance of this Agreement, and it is agreed by MOTOROLA and the COUNTY that if this Agreement is not fiiUy and completdy perfonned within the terms ofthe Agreement, as described in the Project Implementation Plan, and sudi Mure is due to circumstances which are soldy within MOTOROLA'S control, and tiie COUNTY has timely perfonned its obUgations under the Agreement, damage wfll thereby be sustained by the COUNTY; Since it is and wfll be impractical and extremely difficult to determine the actual damage which the CQUNTY wUl sustain by reason of such-delay, it is therefore agreed that MOTOROLA wfll pay to die COUNTY Uquidated damages as set forth bdow: a) The sum of $4,000.00 per day for Backbone System Acceptance Test Plan (ATP) completion; and $1,700.00 per day for the completion ofthe Console ATP fiir each day in excess ofthe aUotted schedule prescribed in the Project Implementation Plan, up to a maximum amount of $424,000.00 fiar the entire RCS project, b) MOTOROLA wfll be given a thirty (30) day grace period from the due date specified in the Project Implementation Plan before Uquidated damages wfll be effective, ff MOTOROLA has not completed the appUcable mUestone withia the thirty (30) grace day period, then Uquidated damages shaU be effective rettoactive to the first day foUowing the spedfied completion date. c) Liquidated damages accmed during the perfbnnance ofthe Agreement wUl be waived by tiie COUNTY if MOTOROLA meets tiie scheduled deUvety date for RCS System Acceptance. If this Agreement is not fiiUy and completely perfonned within the time set forth in the Project Implementation Plan, tiie COUNTY'S Contracting Officer shaU have tiie right to increase the iT&Cwpd Volume I S -1 12/29/95 847 848 849 850 85 852 853 854 855 856 857 858 859 860 86 862 863 864 865 R66 869 870 871 872 873 874 875 876 877 878 879 880 881 882 883 884 885 886 887 *"8 time for such perfonnance and to waive the above damages. Nothing in this Section shaU be . construed as giving MOTOROLA a right to extra time for perfonnance. If MOTOROLA is delayed by reason of changes or extra services ordered by the COUNTY, or by conditions expressed in this section, the time for performance of this Agreement may be extended commensurately by agreement by the Contractmg Officer and MOTOROLA. MOTOROLA wUl be reUeved during the period of such extension of any claim for Uquidated damages. This section may be invoked or waived at the sole option ofthe COUNTY. The COUNTY must notify MOTOROLA by certified mafl in accordance with Section 6. NOTICES of its intent to levy or waive any Uquidated damages under this Article. The foregoing wfll be the COUNTY'S sole remedy for delays in the delivety of equipment or the performance of services. MOTOROLA'S right to proceed shaU not be tenninated nor MOTOROLA be charged with resulting damage if: 2.1 The delay m the completion ofthe work arises from unforeseeable causes beyond the control and without tiie fiiult or negUgence of MOTOROLA, including but not restricted to acts of the pubUc enemy, acts ofthe COUNTY in dther its soverdgn or conttacting capadty, acts of another conttactor in the COUNTY, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unusuaUy severe weather, or delays of subcontrac- tors or suppUers arising fi-om unforeseeable causes beyond the conttol and without the fimh or negUgence of both MOTOROLA and such subconttactors or suppUers, and; 2.2 MOTOROLA, within 10 days from the begmning of any such delay (unless the Contracting Officer grants a further period of time before the date of final payment under the contract), notifies the Contracting Officer in writing ofthe causes of dday in (2.1) above The Contractmg Officer shaU ascertain the facts and the extent of the dday and extend the time for completing the work when, in his judgement, the findings of fact justify such an extension, and his findings of fa.ct sfaafl be final and conclusive on the parties. As used in paragraph (2.1) of this clause, the terms, "subcontractors or suppUers" means subconttactors or suppUers at any tier. 3. INVOICES AU deUveries must be accompanied by invoices or deUvery tickets. A copy of each invoice or deUvety ticket must be signed by the individual accepting deUvety. Invoices shaU include item, description, quantity, deUvety point, price, terms, purchase order number, sub-order number (if iT&Cwpd Volume I S-2 12/29/95 847 848 849 850 85 852 853 85 855 856 857 858 859 860 86 862 863 864 865 R66 869 870 871 872 873 874 875 876 877 878 879 880 881 882 883 884 885 886 887 *"8 time for such performance and to waive the above damages. Nothing in this Section shaU be construed as giving MOTOROLA a right to extra time for perfoimance. If MOTOROLA is delayed by reason of changes or extra services ordered by the COUNTY, or by conditions expressed in this section, the time for perfomiance ofthis Agreement may be extended commensurately by agreement by the Contracting Officer and MOTOROLA MOTOROLA wfll be reUeved during the period of such extension of any daim for Uquidated damages. This section may be invoked or waived at the sole option ofthe COUNTY. The COUNTY must notify MOTOROLA by certified mafl in accordance with Section 6. NOTICES of its intent to levy or waive any Uquidated damages under this Article. The foregoing wfll be the COUNTY'S sole remedy for delays in the delivety of equipment or the perfonnance of services. MOTOROLA'S right to proceed shaU not be tenninated nor MOTOROLA be charged with resulting damage i£ 2.1 The delay in the completion ofthe work arises from unforeseeable causes beyond the control and without tiie fiiult or negUgence of MOTOROLA, including but not restricted to acts ofthe pubUc enemy, acts ofthe COUNTY in either its soverdgn or conttacting capacity, acts of another conttactor in the COUNTY, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unusuaUy severe weather, or delays of subcontrac- tors or suppUers arising fi-om unforeseeable causes beyond the conttol and without the finilt or negUgence of both MOTOROLA and such subconttactors or suppUers, and; 2.2 MOTOROLA, within 10 days from the beginning of any such dday (unless the Contracting Officer grants a further period of time before the date of final payment under the contract), notifies the Contracting Officer in writing ofthe causes of dday in (2.1) above The Contracting Officer shaU ascertain the facts and the extent of the dday and extend the tiine for completing the work when, in his judgement, the findings of fact justify such an extension, and his findings effect sfaafl be final and conclusive on the parties. As used in paragraph (2.1) of this clause, the terms, "subcontractors or suppUers" means subconttactors or suppUers at any tier. 3. INVOICES Ail deUveries must be accompanied by invoices or deUvety tickets. A copy of each invoice or deUvety ticket must be signed by the individual accepting deUvety. Invoices shaU uiclude item, description, quantity, deUvety point, price, terms, purchase order number, sub-order number (if iT&cwpd Volume I S-2 12/29/95 890 89 892 893 894 895 896 897 898 899 900 90 902 903 904 905 906 907 908 009 I 912 913 914 915 916 917 918 919 920 921 922 923 924 925 926 927 928 929 930 ^pUcable to a blanket purchase order) and any data relative to the shipment. Original invoice shaU be mafled to COUNTY Auditor and ConttoUer, Room 306, 1600 Pacific Highway, San Diego, CaUfomia, 92101. Discounts wfll be calculated from recdpt of merchandise or invoice, v^diichever is later. 4, SOFTWARE LICENSE MOTOROLA hereby grants to the COUNTY a nonexdusrve and fiiUy paid-up prapetual, software Ucense, to use the 800 MHz system soflware as defined in the Agreement and described in this Agreement and rdated documentation, mduding a copy ofthe License which is induded as Exhfljit D. 5. SOURCE CODE By executing this Agreement, MOTOROLA is making a fiim commitment to support the soflware provided to the COUNTY. However, in order to address any concems that the COUNTY may have r^arding MOTOROLA'S abflity to support tiie software, MOTOROLA proposes the foUowing: "In the event tiiat: (i) MOTOROLA discontinues support for an item of MOTOROLA owned software fiimished under the Agreement and subsequent releases of such software, if any; and (U) the COUNTY is, and remains, not in breach ofthe Agreement or other appUcable Ucense agreement; tiien at the COUNTYs request, MOTOROLA wfll, at MOTOROLA'S option, dther recontinue support for such software item; artange for support by an entity that has access to the source code and idated documentation with aU revisions, cortections, enhancements and other changes made to the software, so that the source code constitutes a human readable program fbr the then current release of the software and supported by the then current version of its related documentation for such sofb;vare item; or grant the COUNTY a Ucense, under separate terms and conditions, to use MOTOROLA-owned Source code conresponding to such software for the COUtTTY's intemal use by the COUNTY'S employees and the COUNTY'S agents, consultants, and indqiehdent contractors (provided that prior to thdr access to such source code, the COUNTY'S agents, consultants, and independent conttactors enter into a non-disdosure agreement in fonn and substance that is reasonably satisfectoty to MOTOROLA) soldy as a ttouble analysis aid fbr isolating, diagnosing, and fixing problems in such software. 6. FIRM PRICING STRUCTURE All pricing quoted in this Agreement, except the prices in Volume HI shaU be firm for the tenn of the Agreement; shaU apply to aU equipment, soflware, services and suppUes; and shaU also apply to any equipment changes or additional equipment which the COUNTY may purchase under this Agreement. The COUNTY shaU aUow MOTOROLA to increase'the discount at any time during the term of the Agreement. iT&cwpd Volume I S-3 12/29/95 7 i MOTOROLA represents that tiie products and services under this Agreement have not been 933 previously sold or offered for sale under substantiaUy simflar Terras & Conditions and in 934 substantiaUy simflar quantities to any otiier State, County or City at a lower price than the price 935 offered to tiie COUNTY on products sold under tiiis A^^ement 936 937 The prices reflected in Volume HI wfll remain vaUd for a period often (10) years from final 938 system acceptance. Items may be added to Volume HI at any time by mutual consent of 939 MOTOROLA and tiie COUNTY. MOTOROLA shaU extend aU price reductions to tiie 940 COUNTY. Price inaeases shafl only be aUowed subject to general increases in MOTOROLA'S 941 published price Ust. MOTOROLA may increase prices Usted up to a maximum not to exceed the 942 lesser of the Consumer Price Index ("CPr) or three (3) percent. The initial base price shaU be 943 the prices Usted in this Agreement. Thereafter, the base price shaU be the latest adjusted price as 944 estabUshed in accordance with the terms of this Section. In no event wiU prices mcrease raore 945 than once during any COUNTY fiscal year. 946 947 At any time during its perfonnance of this Agreement, MOTOROLA may implement changes in 948 the products set forth in Volume IE, modify the drawings and spedfications relating thereto, or 949 substitute therefor different products; provided, however, that any such changes, modifications 950 or substitutions, under normal and proper use: (i) shaU not materiaUy or adversdy affect physical 951 or fiinctional interchangeabflity or perfonnance (except where there is written agreement 952 between the parties that specific characteristics wfll be so affected); (li) shaU not detract from the •3 safbty ofthe product and (iif) shafl be type-accepted by the impropriate autiiority, if required, . + Any replacement products provided by MOTOROLA pursuant to this section shaU be offered in 955 accordance with the pricing stmcture set forth above. 956 957 7. FCOFAA LICENSE 958 959 The COUNTY is responsible for obtaining any Ucenses required by the Federal Communications 960 Comraisaon (FCC) and the Federal Aviation Administration (FAA). COUNTY and 961 MOTOROLA expressly agree that the project implementation is contingent upon receipt of 962 proper FCC/FAA Ucensmg. MOTOROLA'S perfbnnance of this Agreement shafl ensure tiiat aU 963 appUcable requirements ofthe FCC/FAA Ucensmg are met by the 800 MHz Trunked Radio 964 Communications System. 965 966 8. IMPLEMENTATION SfTTETlTTT.E 967 968 Preliminaty and final implementation schedules and final system design shaU be prepared by 969 MOTOROLA The final implementation schedule shaU indicate in detafl aU the 800 MHz system 970 tasks, related subtasks to be performed and the associated dates the tasks are to be performed 971 and a final completion date. No equipment shaU be scheduled for deUvety more than dght (8) 972 weeks prior to hs scheduled instaUation date without approval ofthe COTR. The final 973 implementation schedule and tystem design shaU be subject to approval by the COUNTY and *'74 shaU be provided by MOTOROLA within thirty (30) days after final system design approval. iT&cwpd Vohmei S-4 12/29/95 976 977 . 978 979 980 981 982 983 984 985 986 987 988 989 990 991 992 993 994 995 5 998 999 1000 1001 1002 1003 1004 1005 1006 1007 1008 .1009 1010 1011 1012 1013 101-4 1015 1016 The Final Implementation Schedule as approved by the COUNTY shaU be attached hereto and becomes a part of this Agreement 9' NON INTERFERENCE WITH RCS AGENCTTS MOTOROLA'S perfijrmance of work under this Agreement must not interfere unnecessarily with the operation of any RCS agency. 10. INVENTORY MOTOROLA agrees to maintain an inventoty report which includes a Une item for COUNTY asset or property tag ID#. 11. INTERFACE WTTH OTHER VENDORS MOTOROLA agrees to cooperate witii other vendors supplying equipment to, or perfonning services for, the COUNTY as may be requested by tiie COUNTY. MOTOROLA specificaUy agrees not to unreasonably withhold technical data deemed necessaty by the COUNTY for interfece with equipment or soflware tystem suppUed to the COUNTY by other vendors. This shaU not be constmed, however, as miplying that MOTOROLA wfll provide unUmited documentation to other vendors or that special services wfll be provided. Any request by the COUNTY tiiat MOTOROLA cooperate with other vendors shaU recognize MOTOROLA'S right to protect its proprietaty interests and inteUectual property. 12. APVERTTSING/PROMQTIONAL TOTTRS To protect the privacy, operational efEectiveness and integrity ofthe COUNTY'S use ofthe 800 MHz system, MOTOROLA shaU refrain fixjra any advertising oftiie COUNTY'S 800 MHz system and refi-ain fiom arrangii^ or encouraging promotional or other visits to the COUNTY, except as specificaUy ^proved ta advance by the COUNTY, However, tiie COUNTY agrees' that it shaU occasionalfy aflow such tours and advertising unless they unreasonably interfere vwth the coimnunications center or other COUNTY operations, 13. STATE-OF-TTTF^ART TTQUIPMENT The parties acknowledge that the COUNTY desires to have the most current equipment and soflware for the system at the time of instaUation. ff MOTOROLA becomes aware that improved, compatible equipment or software products are avaflable thirty (30) days prior to shipment, MOTOROLA wfll notify the COUNTY. In its notice to tiie COUNTY, MOTOROLA wiU provide an assessment, to the extent such information is avaiiable, ofthe advantages, disadvantages and cost impact to the COUNTY, if any, of utiUzing such altemative equipment or software. The COUNTY wfll advise MOTOROLA m writing widiin ten (10) days of its intention to utUize or disregard such altemative equipment or soflware; Mure oftiie COUNTY IT&Cwpd Volume I S-5 12/29/95 3^ 1019 1020 1021 1022 1023 1024 1025 1026 1027 1028 1029 1030 1031 1032 1033 1034 1035 1636 1037 1038 39 0 1041 1042 1043 1044 1045 1046 1047 1048 1049 1050 1051 1052 1053 1054 1055 1056 1057 1058 1059 "^60 to advise MOTOROLA wfll be deemed an dection by tiie COUNTY to disregard tiie utiUzation ofthe altemate equipment or software. 14. EOUIPMENT COMPATIBrLrrv 14.1 MOTOROLA agrees that the hardware and/or software, together with any and aU associated equipment it wfll provide, as otiierwise spedfied m tiie Agreement and described in the Statement of Work wfll perfonn indrviduaUy and as an int^rated System ia accordance wrth the spedfications and representations stated in this Agreement. This A^-eement does not extend to tiie perfonnance or integration oftiie System equipment mto a different system generaUy nor specificaUy to System equipment in combination with products, dements or conponents not suppUed by MOTOROLA 14.2 During the perfonnance of tiiis Agrednent, it is understood that MOTOROLA may implement changes in the products set forth in this Agreement or substitute products of more recent design. This shaU be aUowed provided that any such changes, modifications and substitutions, under normal use shaU not materiaUy or adversdy affect physical or fimctional interchangeabflity pr performance, or result in price changes except where there is prior written agreement between MOTOROLA and the COUNTY that spedfic characteristics wfll be so affected and/or price so affected. 15. FREIGHT/PELIVERY MOTOROLA assumes fioU responsibflity for afl transportation, transportation scheduUng, packing handUng, insurance and other services assodated with deUvety ofthe equipment and materials under this Agreement MOTOROLA wfll notify tiie COUNTY of impending shipments not later than ten (10) County work days prior to actiial shipment. AU costs assodated witii shipment and/or transportation and handUng of any item purchased under this Agreement are induded m tiie total contract amount Afl frdght must be F,0,B. destination, prepaid and shafl - be unloaded at COUNTY spedfied sites by die canier or MOTOROLA 16, PATENT INDEMNIFTCATTON MOTOROLA agrees to defend, at fts expense, any suits against tiie COUNTY based upon a claim tiiat any products fiimished hereunder dkectiy infiinges a U.S. Patent or copyright, and to pay costs and damages finaUy awarded in any such suit, provided that the COUNTY promptiy notifies MOTOROLA in writing and at MOTOROLA'S request and expense is gwen conttol of said suit and aU requested assistance for defense of same, ff the use or sale of any such product fiimished hereunder is enjoined as a result of such suit, MOTOROLA, at its option, and at no cost to tiie COUNTY,. shaU obtain fiar tiie COUNTY tiie ri^t te use or sdl such product, modify the product to make it non-infiinging or substitute an equivalent product reasonably acceptable to tiie COUNTY and extend this indemnity thereto or, if none oftiie fiaregoing remedies are reasonably avaflable to MOTOROLA, accept retum oftiie product and rdmburse tiie COUNTY IT&Cwpd Volume I S-6 12/29/95 3H 1062 1063 1064 1065 1066 1067 1068 1069 1070 1071 1072 1073 1074 1075 1076 1077 1078 1079 1080 1081 i 1084 1085 1086 1087 1088 1089 1090 1091 1092 1093 1094 ,1095 1096 the fiiU purchase price therefor less a reasonable charge for reasonable wear and tear. This indemnity does not extend to any suit based upon any infiingement or aU^ed infiingement of any patent or copyright by the combination of any product(s) fiimished by MOTOROLA and otiier elements nor does it extend to any product(s) ofthe COUfNTY's design or formula. 17. STANPARPS OF PERFORMANCE AND ACCEPTANCE TESTING MOTOROLA shafl certify in writing to the COUNTY when tiie 800 MHz System or subsystems suppUed by MOTOROLA are instaUed and ready for use. The 800 MHz System or subsystems wfll be ready for use upon successful completion of acceptance testing as set fijrth in the Acceptance Test Plan (ATP). Acceptance shafl be deemed to have occmred only when the COTR has provided MOTOROLA with written certification of system or subtystem acceptance. MOTOROLA shafl record the test results in conjunction with COUNTY staff and provide die COUNTY with error-fiw test results for COUNTY verification. The system or subsystem shafl not be accepted untfl the standards of perfonnance are met Prior to acceptance, the COUNTY •vwU obtain RCS Board review and approvaL Such standards of perfbnnance and acceptance testing shaU confonn to specifications as defined in Volume II - Statement of Work. 18. PROJECT/CONTRACT FINANCIAL REPORTING MOTOROLA shafl, as part of the monthly status report, provide monthly financial reporting of afl contract mflestones, deUverables, invoices, change orders and task orders. 19. PAYMENT APPROVAL PROCESS Payment to MOTOROLA wfll be made by the COUNTY subject to tiie foUowing process: • COUNTY and MOTOROLA project managers wifl review items/services deUvered. • ff COUNTY approves deUverable/mflestone, approval wifl be provided on written sign-off form Prior to payment, the COUNTY wfll obtam RCS Board review and approvaL MOTOROLA wfll invoice monthly based oa approved sign-off fonns received fixim COUNTY. • COUNTY wfll make payments based only on approved sign-off forms prior to month-end. COUNTY wfll make payment witiim 30 days after receipt of invoice fix)m MOTOROLA IT&Cwpd Volume I S-7 12/29/95 3"^ 20. WARRANTY 1098 1099 Warranty ofthe RCS System and its equipment shafl be in accordance with Exhibit C which is 1100 incorporated in the Agreement 1101 1102 21. FORCE MAJEURE 1103 1104 Ndtiier MOTOROLA nor tiie COUNTY wfll be responsible for delays or lack of perfonnance 1105 resulting from acts beyond the reasonable conttol ofthe party or parties. Such acts wfll indude, 1106 not be Umited to, acts of God; fire; strikes; material shortages; compliance with laws or 1107 regulations; riots; acts of war; or ai^^ other conditions beyond tiie reasonable conttol ofthe party 1108 or parties. Delays as identified herein may cause an unpact on the period of perfoimance stated 1109 in the Agreement. 1110 llll 22. REQUIREP APPROVALS 1112 1113 Where agreement, approval, acceptance, or consent, by dther party.is required by any provision 1114 ofthis Agreement, such action will not be unreasonably delayed or withheld. 1115 1116 iT&cwpd Volume I S-8 12/29/95 IV boo/4U4? fUUf CoiintyofSMDfago Rogtenat Communteotlant Syst»ni EXHIBIT A PRICING SHEET EquipnMirt Svfflnufy: OOO Mm TninKcd Sy«em Ma«»wS»»(PSC) North slinuieaatSyitam 3oiih3lmufeMtsy«wn SXngll»^Syamnt Mofca«. PortrillBS. fConJrol Station. Mobil* OMSyatwn Mobile 0«a Tenninai Omidis M«rawawa Syabm .Micnaimva Equipmeni Microwmw VwKfar S«fvicBs ChannWBMikB Antenna Syctams ArKenna Sy«t«TO OlapatchCantw ECC Fufrdtura ECCEqupnent TMC Equipmani Central Striim 80QMHiMuti«f/«tfEqUpine« Common Equlipnwnt RoeoiTmwndod Taat gqulpmant County Sj»«sfi«tEq,jpmart TwtEqulipmant &juiji»BcrtTottt Vendor SwvfcMaToW: Total Equipmant and Vandor Sovice.: Ok*ct Sarviees: OsteiM Syatem Option O^wfed Jnrip(anwr<tton Ptonrtno MlerawBva pncuranMnt Support Mjowwva (mptonientrtion Managament factory Stogdng Su(ipart Inat««irtion4lrt«igrtion OptliniMtion & Acoaptanea Tatting Systam Oocumantatian Tralmng Support Progrom Management Pfei«aAdmini«iratton Sufa.Total» Torata 1,674,301.96 1313,2035* 1.910293.37 885.977.17 11.574,695,70 1.147.738.48 26,030.44 ooa 0.00 4.6SS,4«4.30 1,542.^.58 QptionafEq-Lirt 1.017.836.19 263>ti.i3 108.637,66 2S0.S33.04 144.275J91 421.588.58 244.568.47 19.29950 373,04980 30.207.05 28,245.)41.47 0.00 ToW Dirwrt S«vteoa 0.00 1.471.320.75 316.916.75 171.273.25 420,964.00 772.786.00 1.638,116.91 1285.191.2S 271.353.25 777.370.00 109.1S6.Sa 71S.200.QO 351.000.00 8.301.664.66 28.245.141.47 Monyaia ConTidantia) and Prepriatary 1 3^ .16 io-so ii:ooHM rf.vai MUJ HZH ini LACI 'uud County of San Ol^o Regional Communleationt System Infract Sanricat: Factory Siaginy ft imptomeraation SflfVKas CC9I Factory Stagmg CCSI Factory Supplied Cabftifl RNO Factory Slagkig 870.923.08 302.931.78 0.00 Total indradSoMeoa TctafSarncas Othar Coala: Syatem Wananly Peiiod Maintananrji. FNE (1-Va«, 5x0) Voica. Oata, & Micrawave Infrastmdura RNG Hanlwsra/Softwar* Tiainbip f^raiglt Pertbmianca Sondi (2S% Perf., m PaymanQ Total othar Coata Total Sarvfcaa and Omar Costs Totai Syatam Befora Tajc Tax(7%ofaquiMaiK): Sy^am Ooaount (4L34«) G«nd Total (wfa M-rrowava; »(«te (MOTa/AVlJ Nat ealinalad aaerowaeinirig, atttibuiabto^ Nat fmM tMorata Uao* • 634.920.63 0.00 519.647.G3 478,643.82 51.250.00 1.173,860,66 9,4^.525.32 1.684.468.06 11.159,933.40 a9.4CS.134.87 1.977.159JO -1,710.18285 33.672,111.92 -2.210.obo.QO 37.462,111.92 12a8«S UotoiQia C4iTfidential and PropiicOry 12-28-95 EXHIBrr B MILESTONE PAYMENT SCHEPULE ANP TERMS 1. Upon acceptance by the County of the detailed Subsystem Overviews, Subsystem Descriptions, System Diagrams and Equipment Lists, Motorola shall bUl for and be paid the sum of $3,967,211.00 2. Upon acceptance by the County of the detaUed system Acceptance Test Procedures, Motorola shafl biU for and be paid the sum of $3,967,211.00 COUNTY acceptance or rejection of the documents Usted in this Exhibit shaU be provided in writing within fifteen calendar days after the documents are received by the COUNTY. 3. Upon receipt, instaUation and acceptance of the backbone equipment, Motorola shall biU for and be paid for the following, induding tax and frdght on a sub-system basis (unless otherwse mutuaUy agreed): a) $10,002,172.66 upon recdpt of equipment. • > ^'' b) $869,754.14 upon completion of instaUation on a site by site basis. 4. Upon recdpt and acceptance of the following direct services. Motorola shaU bUl for and be paid the foHowing amounts: a) DeUvety of Final Detailed System Design Documentation: $1,813,475.30 b) Factoty Staging Support due upon shipment of staged equipment: $1,193,120.46 c) Optimization and Acceptance Services and Other Costs due upon conditional acceptance ofSOOMhz voice system: $1,576,937.55 d) Training Support Courses (as each course is completed): $261,868.31 e) Prograra Management Services: $15,670.17 per month beginning 30 days after contract execution for a period of 23 months. f) Program Administration Services: $7,690.48 per month beginning 30 days after contract execution for a period of 23 months. 5. The balance of all field equipment ($10,064,859.00) to include portables, mobiles, control stations, and all antenna, line and connector equipment shall be biUed upon receipt at the prices set forth in Volume III or such other prices as njutually agreed and recognized by Change Order or Task Order issued under this AGREEMENT, including tax and freight. ,3^ 12-28-95 6. Conditional Acceptance / Beneficial Use of the 800 Mhz System shall constitute the basis for a payment of $2,167,283.12. 7. Final Acceptance of all subsystems shall constitute the basis for a payment of $3,250,924.68 which shaU include retention of aU remaining amounts and the balance of the contract price, excluding task orders / options. Receipt of mobile, portable and conttol station equipment is defined to occur upon delivety and signed receipt by a County representative at a location designated by the County at least 30 days prior to shipment. Recdpt of afl other equipment is defined to occur upon deUvety and signed acknowledgement of delivety by a County representative at a location designated by Motorola witiiin San Diego County. The County wiU sign the acknowledgement of delivery within 5 days of request of Motorola. Payment shaU be made within 30 days of receipt of a properiy executed and approved invoice by the Auditor / ConttoUer. Schedules for aU items are set forth in Volume n. No payments shall be made for equipment deUvered in advance of the agreed schedules. Change, or Task Orders which , modify the deUvdy schedules and milestones set forth in Volume II shaU adjust the above \ «y payment schedules. Any such Change or Task Order shafl set forth revised pricing and payment schedules based upon mutual agreement in the case of Change Orders exceeding $25,000. 7^ County of San Diego Regional ConUDunicatioas System Exhibit C - Warranty / Wairanty Period Maintenance 1.0 Product Warranties Motorola warrants that aU products provided under diis agretanenr wiU be free fiom defects in design, material, and woricmanship for die Wananty Periods Usted in Table I - Warnmt>' Periods. During the respective Wananty Periods, Motorola wfll repair or replace defective pans free of charge, including frdght during die product warranty period. Such action on die pan of Motorola shall be die fuU extent of Motorola's warranty UabiUty, and die County's exclusive remedy hereunder. Infrastmourc maintenance labor and transportation costs to County locations will be provided in accordance with the maintenan«» provisions of this agreement. Table I - Warranty Periods Subsystem / Fqnioment Cateaorv Besinnin? Date Period Microwave Subsystem Conditional Acceptance or Benefidal Use 1 Year Channel Bank Equipment Conditional Acceptance or Beneficial Use 1 Year 800 MHz Tmnked Subsystem Infrastructure Conditional Acceptance or Benefidal Use 1 Year Mutual Aid Subsystem Conditional Acceptance or Benefidal Use I Year SheriflTs Dispatch Consoles Conditional Acceptance or Benefidal Use I Year Mobile Data Subsystem liifrastnicture Conditional Acceptance or Beneficial Use 1 Year 800 MHz Mobiles, Portables, and Control Stations Upon recdpt at designated County location 1 Year Mobile Data Tenninals and Radio De\'ices Upon receipt at designated County location 1 Year j 2.0 Software Warranty If at any time during die Wananty Period Motorola or die County shafl discover one or more reproducible defects or errors in die systera software which prevents die system from properly perfonning ia material conforniance witii its appUcable spedfications. Motorola wiU, at its own expense, promptiy correct such defect or error and provide to the County corrected software. Motorola does not wanant diat die operation oftiie system software wiU be uninterrupted or error free; however, Motorola wfll exerdse reasonable efforts to conect all system software errois and defects. - 12/22/95 Motorola Confidential and Proprietaiy ' Ml County of San Diego Regional Communications Svstem Exhibit C - Warranty / Warranty Period Maintenance 3.0 800 MHz System Software Updates Motorola ^\;arTants diat any updates to die version of software utilized in die system will be made' known to and offered to die County at no cost tp die County; including software, infrastructure instaUation, and verification of sofl^varc perfomiance. until final system acceptance and tiiroueh die one year warranty period. The County wiU be responsible for die installation of software b mobiles, portables, conttol stations, and mobile data terminal devices. Thereafter, Moiorala shall use its best efforts to make such updates known to die County for die County's purchase. 4.0 Nickel-Cadmium Battery Warranty Nickd-Cadraium batteries sdd by Motorola under tiiis Agreement are warranted to be free fiom defects in worionanship and material for a period of twelve(I2) mondis fi^m date of receipt at die designated County location. Nkkel-Cadmiura Batteries used witii Motorola portable radios wiU be replaced widiout cost during this warranty period if: 1. the battery capadty Ms bdow 80% of rated capadty, or 2. the battery devdops visuaUy apparent leakage of dectrolyte. Replacement batteries are warranted only for the remaining unexpired warranty period oftiie original battery. This wairanty is void if a. the batteries arc charged by odier dan Motorola approved battcty cfaargeis spedfied for charging the battay; b. charging is done at temperamres greater dian +50 degrees C or less than +5 degiees C, c. any of die seals on die battery enclosure or ceUs are broken or show evidence of tampering; d. die battery is used in equipment or service odier diaa die radio equipment for which it is spedfied. 5.0 Test Equipment Wananty on test equipment provided under tiiis Agreement is Umited to die standaid manufecturer wananty. The County wfll coordinate warranty services directly widi die test equipment manufecftirer during the respective product wananty periods. 12/22/95 Motorola Confidential and Proprietary 42- County of San Diego Regional Communications Svstem Exhibit C - Warranty / Warranty Period Maintenance 6,0 Third Party Product Warranties Motorola shaU assign to die County aU warranties extended to Motorola by manufiicturers of tiiird party products. Motorola shafl be responsible for die administration of any diird-pany product warranties, for the respective product warranty periods stated above for products provided by Motorola under this agreement except test equipment 7.0 Parts AvailabUity Warranty Replacement parts/crystals for user equipment are normaUy available for seven (7) years after canceUation for portable and mobfle products and for ten (10) years on b3se/fi.xed iiifiastnicnire equipment Every effort wfll be made to supply replacement items if originals are not available, and wc reserve die right to supply ddier assembUes or piece parts. Motorola is not responsible'for supplying replacement parts for equipnient not manufocOired by Motorola. Motorola shafl notify die County of Motorola's or odier manuferturer's intent to caned products contained in diis Agreement The County shafl have die option of purdiasing products, parts or components in a final production nm of such Motorola-manufecnired products. Motorola is not responsible for supplying replacement parts for equipment not manufectored by Motorola but shall notify die County of such manufectorer's intent to caned and wfll make reasonable effons to secure final production run purdiase options fitjm the manufectorer. 8.0 Services Warranty Motorola wanants dial die services perfonned by it and its subcontiactois under diis agreement shafl be perfonned m a good, worimianUkc and professional manner, ff during die ^pUcable subsystem Wananty Period, die County discovers diat such services have not been perfonned in accordance widi die warranty set forth herein, tiieo Motorola, at its sdc expense, wiU reperfbnn such services to die extent necessary to correct the feult therein. 9.ft Remainder of Warranty Period Any products replaced during die Warranty Period shafl ddier be warranod for die remaindo- of die Warranty Penod or Motorola's or odier manufectorer's standard commercial wairanty w^chcvcr is longer. 10.0 Replacement During Warranty Period In die event a particular product feils to confonn to die wananty diree times widiin dib ^vananty penod. Motorola wfll, at die County's request take appropriate remedial action to prevent fotore reoccurrence of such repetitive product non-confonnance, up to and induding replacement of die product. 12/22/95 Motorola Confidential and Proprietary County of San Diego RegionaJ Communications System Ezliibit C - Warranty / Warranty Period Maintenance 11.0 Warranty Period Maintenance Procedures 11.1" Infrastructure Eqmpment During die product wananty periods defined above. Motorola shall provide die necessarv labor, mduding transportation costs, to remedy any infrastnictore equipment feilure in the manner spedfied below: . • First Echelon Maintenance First echelon maintenance is defined as die initial assessment ofa trouble report mitiated by a system user. Imtial assessment ofa trouble repon indudes verification of a system feflure or malfimction, and a description of die feilure or malfiinction suflScient to detennine die appropriate levd of maintenance services required. The County wfll provide first echelon maintenance services during die respective product warranty periods. Standard ^^fon-Eme^pency) Response Tim«> During die respective warranty periods. Motorola wfll respond to requests for standard (non-emergency) maintenance services to designated County locations otiier tiian remote sites, during standaid serrice hours widiin sue (6) business hours of notification fiom die County after die County's fiist edidon response Motorola wfll perfonn dial-up diagnostics widun four (4) business hours of notification from die County after die County's first echelon response. Emerrency Resoonse Time During die respective wananty periods. Motorola wfll respond to requests for onergency maintenance services during standani service hours upon notification from die County, after the County's first edidon response. Emergency maintenance services are defined as tiiose senrices required to restore a system or site to die rainiraum levd of system operation necessary to support pnmary user operational capabflities. Emergency maintenance requirements do . not mdude restoration of a single communications channd or system component wiiose feilure does not affect primaty user operational capabflmes. Standard Service HToiirs Wananty maintenance shafl bc provided by Motorola from 8:00 a.m. to 4-30 D m Monday through Friday. 11,2 Mobfles, Portables, Control Stations, Mobfle Data Terminal Devices During die wananty period of mobfles, portables cqntroistations and mobile data tenninai devices, any urat diat requires repair wifl be shipped by the County, directiy to die appropnate Motorola Factory Service Repair Depot (shipping infonnation wUl be provided to die designated County representative). The Motorola FactOty Service Depot wiU be responsible to efiect die required repair(s) and to provide die assodated 12/22/95 Motorola Confidential and Propiietary 4 | \ . Coumy of San Diego Regjonai Communications System Exhibit C - Warranty / Warranty Period Maintenance documentation describing die malfiinction, foflowed by a description oftiie repair(s) diat was implemented. Ail fieight wfll be paid for by Motorola. Motorola wfll make every effort to ket^ afl system programming and software featores intact whfle making repairs on mobfle and portable units, but in die event tint during die repair of such units thc memoty of such infonnation is erased or corrupted tiie County wiU have die responsibiUty of rcprogramming the equipment as required. Motorola guarantees tiiat die repaired or replacement equipment wfll be remmed or provided to die County widiin 30 days of receipt by Motorola for repair. 11,3 Warranty Maintenance Request and Response Procedure The wairanty maintenance request and response procedure is as follows: • Motorola wfll provide die County witii a local tdephone nuraber or toll fiee nuraber to utiUzs when requesting a warranty service response. The County shaU designate die County personnd authorized to initiate wananty service requests. • Upon notification ofa request for service. Motorola wfll tdephone the County to obtain necessaty infonnation, and Motorola and die County wfll jointiy determine die level of response retpured. • Motorola wfll respond to die service request and perfomi die necessaiy warranty or maintenance services. • Upon restoration of system operation. Motorola wfll repair or replace any fiulcd component • Repaired or replaced infitastnictore components wfll be re-insiafled into the system and tested • Any County spare parts wfll be retoraed to the proper inventory location. • A service log shaU be kept on site and updated when services are perfonned and completed. • The County maintenance supervisor shaU bc notified when die service response has been completed ll.* Non-warranty Service Requests In die eveat diat Motorola should respond to a request for service from die County, and die feflure is found to be a problem outside of Motorola's scope of responsibflity. Motorola and die County wfll review the County's service request procedure. After duee (3) such occurrences over die one year wananty period. Motorola wfll invoice die County on a time and material basis for labor and ttansportation costs incuned in responding to die non- warranty service request 12.0 Utilization of County Owned Sparc Parts 12/22/95 Motorola Confidential and Proprietary 5 i ... -Ho County of San Diego Regional Communications Svstem Exhibit C - Warranty / Warrant?- Period Maintenance The Couni\' shall keep a complete stock and make avaflable aU spare boards, modules, and equipment provided under diis agreement for die puipose of restoring infrastnictore equipment operation. Motorola wfll utUize County owned spare parts to effect necessarv equipment restorations. Upon repair and re-installation of die fefled parts, Motorola will return an%' spare pans utflized by Motorda to die County's spare part inventoiy. Motorda wiU supplv an\- required parts tiiat die County does not have in stock untfl fefled parts arc repaired and available for reinstallation. 13.0 Limitations to Warranty and Warranty Services Wananty service support does not cover feilures resulting fi^im tiie foUowing occurrences: • Equipment outages or damage tiiat is caused by fire, flooding. Ughtning, commerdal power surges. vandaUsm, physical, abuse, acts of Ckxi, and any otiier external infiuences. • Unautiiorized attempts by tiie County's employees, or tiiird parries to repair, maintain or modify the system. • Causes external to die system, including decttical power feilure or anomaUes, inadequate temperatore or humidity control, or insuflident site grounding. • Replacement instaUation. maintenance or repairs ofitems which arc consumed in tiie course of nonnal operation of die system, such as magnetic tapes, computer suppUes ' and printer paper. ' • Use of equipment or software in otiier than is nonnal and customary manner. The express warranties set forth in tiiis Agreement, including die express warranty of merchantabflity and fitness for a particdar use set forth in Section 29 'Tunctional Requirements" are given m heu of aU otiier wananties, express or impUed, whidi are specifically exduded Furthennore, because each radio communications system is unique. Motorola disclaims liabihty for range, coverage, subscriber capacity, service levd or operation oftiie radio svstem as a whole except as specificaily set fortii in die wananties contained m tiiis Agreement' 14.0 County of San Diego ResponsibiUties County rcspo.nsibiUtics indude: • The County shafl have a designated staff employee who is responsible to act on bdialf of die County with regard to Motorola's service response. • The County shaU provide appropriate Motorola personnd foil and free access to die system and its subsystem peripherals, and waiver of UabiUty or otiier resttiaions shaU not be imposed as a site requirement • The County sfaafl fomish electrical service to afl. County utflized service locations, and shaU pennit Motorola reasonable use of necessaty communication fecflities, featores and other equipment ' • The County shall provide Motorola &U and firee access to any spedaUzed or tystem specific test equipment used for die proptr maintenance oftiie systera. 12/22/95 Motorola Confidential and Proprietaiy County OfSan Diego Regional Communications System Exhibit C - Warranty / Warranty Period Maintenance The County shall provide transportation to locations requiring specialized vehicles other tiian standard 2 or 4-wfaed drive vehides. .The County shafl provide access to a telqihone drcuit at afl site locations. The County is responsible for maintaining tiie SmartZone Manager data base information, induding but not Umited to afl subscriber templates, and archive files 12/22/95 Motorola Confidential and Proprietary 7 . , LICENSE AGREEMENT This Ucense Ajgreement is behveen MOTORGUV, INC., a Delaware Corporation, having an office at 1301 East Algonquin Road. Schaumburg, Illinois 60196 ("Motorola") and the Licensee named below ("Licensee"). WHEREAS, Motorola has developed or acquired, or will develop or acquire Programs (as hereinafter defined) and/or Programs for incorporation into Motorola Products; WHEREAS, when the Licensee purchases, from time to time through various purchase contracts or othenwise, Programs and/or Programs incorporated into Motorola Products, the Licensee acquires certain rights in such Programs and may utilize sucfi Programs in accordance with this Ucense Agreement; and WHEREAS, at the time of purchase by Licensee, a Sofhvare License Level may be indicated for each Program or Program contained within a Motorola Product on such purchase contracts or otherwise. NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter expressed, Ucensee and Motorola agree as follows: Section 1 DEnNinONS 1.1 "LICENSEE" shall mean the licensee indicated at the end of this Agreement. 1.2 "LICENSED SUBSIDIARIES" shall mean all Subsidiaries of Licensee that have executed this Agreement or an Addendum hereto agreeing that the terms and conditions of this Agreement shall apply to such Subsidiary. Upon becoming a Ucensed Subsidiaty, such Subsidiary shall be treated for all purposes as a Licensee hereunder and shall be bound by all of the terms and conditions hereof. 1.3 "LICENSEE'S PERSONNEL" shall mean any person who is directly employed by the Ucensee. 1.4 "MOTOROLA PRODUCTS" shall mean produds designed, manufactured, acquired and/or sold by Motorola. Inc., as identified In purchase contracts or as otherwise identified. 1.5 "PROGRAMS" shall mean object code software tor use in conjunction with Motorola Products or for use within Motorola Products. 1.6 "SUBSIDIARY" shall mean any coiporation, company, or other entity more than fifty percent (50%) of. whose outstanding shares of stock entitled to vote for the eledion of directors (other than any shares or stock whose voting rights are subject to restriction) is owned or controlled by a party hereto, directly or indirectly, now or hereafter, but any such company or other entity is a Subsidiaty only so long as such ownership or control exists, 1.7 "TRANSFEREE" shall mean a third party corpo'ratidn, company, or other entity (other than a Licensed Subsidiaty) that may acquire rights in certain Programs having a Level Two Sofhware License through a written agreement with the Ucensee. i6 Exhibit B Section 2 LICENSE 2.1 LEVEL ONE SOFTWARE LICENSE: Motorola hereby grants to Ucensee a personal, non- exclusive, and nontransferable Level One Software Ucense for Programs purchased by Licensee which are identified, in writing, as Level One Software, and for any such Programs that do not have an expressly written sofhvare level. A Level One Sofhvare License shall contain the following terms and provisions: • 2.1.1 Licensee may use such Programs solely for the intended purpose of the Programs; 2.1.2 Licensee may only use Programs in the United States, in a countty expressly stated in purchase contracts pertaining to the Programs, or in a countty that is othenvise identified in a written agreement that is signed by at least Motorola; 2.1.3 Ucensee shall not disseminate, disdose, or make available the Programs, or any parts thereof, in any fomi to a third party witiiout the express written consent of Motorola; 2.1.4 Licensee shall not disassemble or reverse engineer the Programs, or any portion thereof, witiiout the express written consent of Motorola; 2.1.5 Licensee will take appropriate action, by instruction, agreement or othenwise, with any persons, including Ucensee's Personnel, permitted access to the Programs, such that Ucensee satisfies its confidentiality obligations under this Ucense Agreemenf 2.1.6 Licensee shall not make copies of the Programs without the express written consent of Motorola, except for up to four (4) backup copies; 2.1.7 Title to Programs and any copies thereof, in whole or in part, and all rights in patents, copyrights, trade secrets, and other intellectual properties of such Programs are vested in Motorola; 2.1.8 The Ucensee shall include all copyright notices, trademaric notices, and other proprietaty legends In accordance with Motorola's instructions on all copies of the Programs it makes; and 2.1.9 Licensee acknowledges and agrees that the existence of any copyright notice on any Program shall not be construed as an admission or presumption that publication of such Program has occurred. 2.2 LEVEL TWO SOFTWARE UCENSE: Motorola hereby grants to Ucensee a personal, non- exclusive, transferable Level Two Sofhware License for such Programs purchased by Licensee which are identified, in writing as Level Two Sofhvare. A Level Two Sofhvare Ucense shall contain the following terms: 2.2.1 Licensee may use such Programs solely for the intended purpose of the Programs and only in the distributed form of the Programs; 2.2.2 Licensee shall not make copies of the Programs except for four (4) back-up copies; however, this restriction does not include records stored on electi-onic or magnetic media that have been created by the Programs and used for sysiem management purposes; U.S.HevisadS«2 Paga 2 of 8 H4 Exhibit B 2.2.3 Ucensee shall not modify, adapt or merge the Programs; 2.2.4 Licensee shall not make the Programs avaiiable to a third party that is not bound by a similar Ucense Agreement and does not have a need to know; 2.2.5 Licensee may not disassemble, decompile, or otherwise reverse engineer the Programs; 2.2.6 Licensee shall pay all applicable sales and use taxes or certify its exemption therefrom; 2.2.7 Licensee shall comply with the export regulations of the Office of Export Administration for the United States Department of Commerce; 2.2.8 Ucensee may transfer such Programs in their entirety to a Transferee, but only if the Transferee uses the Programs under the same License terms and provisions as spedfied herein from Motorola; and 2.2.9 Title to Programs and any copies thereof, in whole or in part, and all rights In patents, copyrights, trade secrets, and other intellectual properties of such Programs are vested in Motorola. 2.3 LEVEL THREE SOFTWARE LICENSE: Motorola hereby grants to Ucensee a personal, non- exclusive, and nontransferable Level Three Software License for such Programs purchased by Licensee which are identified, in writing, as Levei Three Software. A Level Three Software License shall contain the following terms and provisions: 2.3.1 Licensee may use Programs soieiy for the intended purpose of the Programs; 2.3.2 Ucensee may only use Programs at a site, or sites, expressly stated in purchase contracts pertaining to the Programs, or at a site, or sites that are othenvise identified in a written agreement that is signed by Motorola. If a site is not spedfied, Uie Licensee may use the Programs oniy at the facility where the Programs were initially installed; 2.3.3 Ucensee shall riot disseminate, disclose, or make available the Programs, or any parts thereof, in any fonn to a third party without the express written consent of Motorola; 2.3.4 Ucensee shall not disassemble or reverse engineer Uie Programs, or any portion thereof, without the express written consent of Motorola; 2.3.5 Ucensee will take appropriate action, by instruction, agreement or otherwise, with any persons, including Licensee's Personnel, permitted access to the Programs, such that Licensee satisfies its confidentiality obligations under this. Ucense Agreement; 2.3.6 Licensee may make copies of the Programs,'but only in sufficient quantities to service the site, or sites, expressly stated in purchase conti-acts pertaining to the Programs or othenwise identified in a written agreement tiiat is signed by at least Motorola. If a site is not specified, ttie Licensee may only make copies of the Programs in sufficient quantities to service ttie facilily where the Programs were initially installed; U.S. Revised V92 Page 3 ol 8 Q ") Exhibit B 2.3.7 Titie to Programs and any copies tiiereof, in whole or in part, and all rights in patents, copyrights, trade secrets, and other intellectual properties of such . Programs are vested in Motorola; 2.3.8 The Ucensee shall include all copyright notices, trademark notices, and other proprietaty legends in accordance witii Motorola's instructions on all copies of tile Programs it makes; and 2.3.9 Licensee acknowledges and agrees tiiat the existence of any copyright notice on any Program shall not be construed as an admission or presumption that publication of such Program has occuned. Section 3 PROVISIONS AND CONDITIONS FOR SOFTWARE UCENSES 3.1 Licensee agrees to pay for each Program, a one-time, lump-sum, Ucense fee. Each such License fee shall be due and payable upon receipt of invoice unless othenwise specified. Service charges at the maximum rate permitted by applicable law may be invoiced on accounts more tiian ten (10) days past due and shall be due and payable upon receipt of invoice for such service charges. 3.2 The License fee for each Program will be listed in Motorola's current Price Book, cunent addendum to such Price Book, or otiier tangible fonn. Ucense fees in the Price Book are subject to change without notice. Orders for each Program will be billed at the License fee in effect on tiie day Ucensee's order is entered. 3.3 Ucensee shall pay all sales, use and excise taxes, and any other assessments in tiie nature of taxes, however designated: 3.3.1 on each Program or its Ucense or use; 3.3.2 resulting from Uiis Ucense Agreement; or 3.3.3 on any amount payable for any services fumished under this License Agreement exclusive of personal property taxes assessed on the Program and taxes based on Motorola's net income, unless Licensee furnishes Motorola with a certificate of exemption from payment of such taxes which is in a form reasonably acceptable to Motorola. 3.4 Ucensee shall not assign or transfer this Ucense Agreement or sublicense any Program purchased under this Ucense Agreement, wittiout Uie prior written consent of Motorola. Any prohibited assignment transfer or sublicense shall be null and void. 3.5 Motorola reserves the right to assign this Ucense Agreement, encumber or sell any Program, or subcontract any of its obiigations hereunder, either in whole or in part, without notice to or the consent of Ucensee. 3.6 Motorola shall not be responsible for support or field service of any Program under this Ucense Agreement. Any maintenance by Motorola', if available, shall be by separate agreement on Motorola's then cunent terms and conditions and at Motorola's then current prevailing rates for such maintenance. U.S. Revised 5/9a Paga4oia5'f Exhibit B Section 4 TERM OF LICENSE AGREEMENT 4.1 This Ucense Agreement shall have a temi of ten (10) years and shall be applicabie to all Prograrns and/or Programs contained within Motorola Products Uiat are purchased, or othenwise acquired, by Licensee, or Transferee, during the term of this License Agreement. 4.2 This Ucense Agreement may be terniinated prior to the expiration of the ten year term for the reasons set forth in Section 6. For premature termination, the procedures specified in Section 6 must be followed. Section 5 CONFIDENTIALITY 5.1 Licensee shall keep each Program confidential and shall not use any Program for any purpose other than its intended purpose. 5.2 Ucensee shall resfrict access to each Program to Licensee's Personnel who have a need to know, 5.3 Licensee shall not disclose or disseminate Programs, or any parts ttiereof, to any tiiird party during tiie term of this License Agreement and for a period of ten years after tiie tennination of this Ucense Agreement, without the express written consent of Motorola. 5.4 The obiigations of this Section 5 shall survive the expiration, termination, or cancellation of this Ucense Agreement for any cause. 5.5 The obligalions of this Sedion 5 shall not apply to infbrmation that: 5.5.1 Is or becomes publidy known through no wrongful ad on the part of Ucensee; 5.5.2 Is already known to Ucensee at the time of disclosure; 5.5.3 is rightfully received by Ucensee from a third party without breach of this License Agreement; or 5.5.4 Is explicitly approved for public release by written authorization of Motorola. Section 6 TERMINATION 6.1 If either party commits a material breach of any of its obligations set forth herein, in a purchase contract for Programs, or other agreement regarding Programs, the other party may give written notice of temiination to Ihe breaching party. The written notice of tennination shall specify the material breach and must specify whether Uie entire Ucense Agreement is being terminated or whether the Ucense Agreement is being terminated with respect to a particular Program, or particular Programs, Upon receipt of the written notice of temiination, Uie breaching party shall have sixty (60) days tq cure the material breach. In Uie event that the material breach is not cured during ttie sixty (60) days, the Ucense Agreement is terminated as specified in the written notice of termination, 6.2 The termination set forth in Section 6.1 shall not be exdusive of any other remedies or means of redress to which the non-breaching party may be lawfully entitied. U.S. Raviaad 5/92 Paga 5 of 8 Exhibit B 6.3 Upon temiination of ttiis License Agreement or temiination of this Ucense Agreement for any particular Program(s), Ucensee shall promptly forward to Motorola, or to Motorola's designee, all copies of Programs for which this License Agreement is terminated. Section 7 WARRANTY 7.1 For ttie first one (1) year following its initial shipment. Motorola warrants ttiat, when properly used, its Programs will be free from reproducible defects that cause a material variance from its published specification. However, Motorola does not warrant that Program operation will be uninterrupted or error-free, that each defect will be corrected, or that any Program wiil meet Ucensee's particular requirements. 7.2 MOTOROU'S TOTAL LIABILITY AND UCENSEES SOLE REMEDY FOR ANY WARRANTED PROGRAM SHALL BE UMITED TO, AT MOTOROLA'S OPTION, PROGRAM REPLACEMENT OR THE PAYMENT OF UCENSEES ACTUAL DAMAGES, NOT TO EXCEED THE SUMS PAID TO MOTOROLA FOR THE MOTOROLA PRODUCT INCORPORATING THE DEFECTIVE PROQRAM THIS WARRANTY EXTENDS ONLY TO THE RRST UCENSEE; SUBSEQUENT TRANSFEREES ACCEPT THESE PROGRAMS "AS IS" AND WITHOUT WARRANTIES OF ANY KIND. THIS WARRANTY REPLACES ALL OTHER WARRANTIES, EXPRESSED OR IMPUED, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE Section 8 LIMITATION OF LIABILITY 8.1 The entire Motorola liability to Licensee for damages conceming perfomiance or nonperfomiance by Motorola under the Ucense Agreement or in any way related to the subject matter of the Ucense Agreement, regardless of whether ttie claim for such damages is based in contract, tort or ottienvise, and Ucensee's sole and exclusive remedy shall be limited to the payment by Motorola of achial damages not to exceed ttie total License fee paid by Ucensee for Uie Program, or Programs Uiat caused the damages or is the subject matter of or is diredly related to such daim. 8.2 IN NO EVENT SHALL MOTOROLA BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT UMITATION LOSS OF USE TIME OR DATA, INCONVENIENCE. COMMERCIAL LOSS, LOST PROFITS OR SAVINGS) TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW EVEN IF MOTOROLA HAS BEEN ADVISED OF THE POSSIBIUTY OF SUCH DAMAGES OR FOR ANY CLAIM AGAINST UCENSEE BY ANY OTHER PARTY. Section 9 'INDEMNIFICATION 9.1 If promptly notified in writing. Motorola will defend any suit against Licensee that claims that U.S. patents, copyrights, or trade secrets of anottier have been infringed solely by Motorola's unaltered Programs and wiil pay any associated costs or damages finally awarded. Upon Motorola's request Licensee agrees to reasonably assist in any. defense and surrender control of the suit to Motorola. Motorola may eled. at any time," to modify or replace these Programs with equivalent non-infringing items, obtain the right to continue using the Programs or, if these remedies are not reasonably available, terminate this License Agreement with respect to such Programs. Motorola shall have no liability for infringement that arises from any modification of Motorola's Programs by Ucensee or from Ucensee's combination of Motorola's Programs witti anottier's. U.S. Revised S«2 Paga 6 oi 8 53 Exhibit B Section TO DISPUTES 10.1 Motorola and the Ucensee will attempt to settle any claim or controversy arising oui of this Agreement through consultation and negotiation in good faith and a spirit of mutual cooperafion. If those attempts fail, then the dispute will be mediated by a mutually acceptable mediator to be chosen by Motorola and the Ucensee within thirty (30) days after written notice by one of the parties demanding non-binding mediation. Neither one of the parties may unreasonably withhold consent to ttie selection of a mediator, and Motorola and the Licensee wiil share the cost of the mediation equally. By mutual agreement, however, Motorola and Ucensee may postpone mediation until both parties have completed some specified but limited discovety about the dispute. The parties may also agree to replace mediation wilh some other form of non-binding alternate dispute resolution procedure ("ADR"). 10.2 Any dispute which cannot be resolved betiween the parties through negotiation or mediation witiiin tiwo (2) months of tiie date of the initial demand for it by one of the parties may then be submitted to a court of competent jurisdiction in Illinois. Both Motorola and Ucensee consent to jurisdiction over it by such a court. The use of any ADR procedures will not be considered under the doctiine of laches, waiver or estoppel , to affert adversely the rights of eittier party. NoUiing shall prevent either of the parties from resorting to ttie judicial proceedings mentioned in this paragraph If (a) good faith effortis to attempt resolution of the dispute under these procedures have been unsuccessful or (b) interim relief from the court is necessaty to prevent serious and ineparafale injuty to one of the parties or others. Section 11 GENERAL PROVISIONS 11.1 This License Agreement constttutes the complete and exclusive statement of tfie agreement between Motorola and Ucensee. and supersedes all oral or written proposals, prior agreements and other prior communications betiween the parties, conceming ttie subject matter of the License Agreement. 11.2 All formal notices, consents and other communications required or pennitted under this Ucense Agreement shall be in writing and shall be sent in sijch a way as to assure receipt by ttie other party. Bther party may change its address for formal notices by written notice to the other party. 11.3 This Ucense Agreement shall be govemed by and construed in accordance with the laws of the State of Illinois. 11.4 No representation or promise relating to, and no amendment of, this Ucense Agreement shall be binding unless it is in writing and signed by both parties. 11.5 The tenns and condilions of this Ucense Agreement shall prevail notwithstanding any variance with the terms and conditions of any order submitted by Ucensee. 11.6 Motorola shall not be liable for any failure to pertorm due to causes beyond its reasonable control. 11.7 No waiver by a party of any breach of any provision of this License Agreement shall constitute a waiver of any other breach of that or any other provision of this Ucense Agreement U.S. Raviaad Paga7o»8 i^:. Exhibit B 11.8 Licensee recognizes that applicable Federal Communications Art and otiier statutes, laws, ordinances, rules, and regulations may change from time to time and that accondingly Motorola in its sole discretion has the right without liability to modify this License Agreement to comply with such change. 11.9 In Uie event tiiat any of the provisions contained In this Ucense Agreement are held to be unenforceable, Uiis Ucense Agreement shall be constmed without such provisions. 11.10 No artion, regardless of form, arising out of Uie Ucense Agreement may be brought by Ucensee more than one (1) year after Uie cause of action has arisen. 11.11 When, at the time a Program br Program contained within a Motorola Product is shipped, a Software Level is not intficated in ttie purchase contract or othenwise, such Program shall be deemed Level One Software. The Software Level of a Program may be amended by a written agreement signed by Motorola. ACCEPTED AND /VPPROVED AS OF 199 MOrOROLA: MOTOROLA INC. UCBISEE PURCHASER By: Bv: Name: (Authorized Signature) Name: (Authorized Signature) Title: (Print • Block Lalters) Title: (Print • Block Lettara) Date: (Print - Block Letters) Date: (Print - Block Letters) Customer #: Address for Formal Notices: Address for Formal Notices: Motorola, Inc. 1303 East Algonquin Road Schaumburg, Illinois 60196 Attn,: Intellectual Property Departinent Attn.: UCENSED SUBSIDIARIES (if any) NAME: TITLE; DATE U.S. Revised S/92 Paga 8 ol 8 ci'Cir AMENDMENT TO THE MEMORANDUM OF AGREEMENT DATED AS OF MARCH 7, 1995, BETWEEN THE COUNTY OF SAN DIEGO AND PARTICIPATING CITIES AND JURISDICTIONS REGARDING THE IMPLEMENTATION, GOVERNANCE, METHOD OF FUNDING AND COSTS OF A REGIONAL RADIO SYSTEM PROVIDING COMMUNICATION SERVICES TO PUBLIC SAFETY AND PUBLIC SERVICE AGENCIES OPERATING IN SAN DIEGO COUNTY AND IMPERIAL COUNTY THIS AMENDMENT to that Memorandum of Agreement dated as of March 7, 1995, providing for the establishment, govemance and fimding of a regional radio system providing communication services to public safety and public service agencies operating in San Diego County and Imperial County is entered into as of August 7, 2012, between the County of San Diego and the parties listed in Exhibit A as follows: RECITALS Whereas, pursuant to a Memorandum of Agreement ("RCS Agreement") dated as of March 7, 1995, the parties established the Regional Communications System ("RCS) and provided for its govemance and fimding; and Whereas, other jurisdictions have become parties to the RCS Agreement; and Whereas, the term of the RCS Agreement is 15 years firom March 7, 1995, and will therefore expire March 6, 2010; and Whereas, the term ofthe RCS Agreement was extended for three years from March 6,2010 to March 31,2013; and Whereas, the present parties to the RCS Agreement desire to extend tlie term of the RCS Agreement for another three more years to terminate March 31,2016; NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Section 20 of the RCS Agreement is amended by substituting the following language: This Agreement shall terminate March 31, 2016. 2. In all other respects, the RCS Agreement shall remain the same. IN WITNESS THEREOF, the parties hereto have affixed their signature on the ati;ached Exhibit A. r • . Exhibit "A" Amendnnent to the RCS Participating Agency Agreement IN WITNESS WHEREOF, the party hereto does affix his/her signature. COUNTY OF SAN DIEGO Board of Supervisors Approval Date: CITY OF CARLSBAD Council Approval Date: CITY OF CHULA VISTA Council Approval Date: By. By. By. Thomas J. Pastuszka Clerk of the Board of Supervisors Mayor Mayor CITY OF CORONADO Council Approval Dafe: By. CITY OF DEL MAR Council Approval Date: By Mayor Mayor August 7, 2012 Page 1 1 -f Exhibit "A" Amendment to the RCS Participating Agency Agreement IN WITNESS WHEREOF, the party hereto does affix his/her signature. COUNTY OF SAN DIEGO Board of Supervisors Approval Date: By Thomas J. Pastuszka Clerk of thc Board of Supervisors CITY OF CARLSBAD Council Approval Date; rJd4U4.A.y^ tP, JLa/J CITY OF CHULA VISTA Council Approval ' Mayor NUcrr W*vU^ AFPROVEOASTOFORM Date: By Mayor CITY OF CORONADO Council Approval Date: By. CITY OF DEL MAR Council Approval Mayor Date: By Mayor A(3(ptoiiw| aodA:»au»torixtcl by ma Boirt ot 8ifaf*fc»«o» ma County al Sail Wi^. 0«1«:..5GLL2L. MKHrta Oftlar No.. C*h»; August?. 2012 Page 1 53' Exhibif'A" Amendment to f^e RCS Participating Agency Agreement IN WITNESS WHEREOF, the party hereto does affix his/her signature. COUNTY OF SAN DIEGO Board of Supervisors Approval Date: OTY OF CARLSBAD CouncU Approval Date: . _ . ••. .. , By. By. Thomas J, Pastussska Clerk of the Board of Supervisors Mayor OTY OF CHULA VISTA Council Approval Date;.,..:.. ^./^.,.... By. Mayoi^ / CITY OF CORONADO CouncU Approvai Date; CITY OF DEL MAR CouncU Approval Date: By. By. Mayor Mayor MMifngOata:. ApfNtwad andfor «uttK»ta«d by the of Si^pervlKMs of «• Coiiniy of San Mgo. W"?// ^ MHwte Ordar No. 1 August 7,2012 Pagel Exhibit "A" Amendment to the RCS Participating Agency Agreement IN WITNESS WHEREOF, the party hereto does affix his/her signature. COUNTY OF SAN DIEGO Board of Supervisors Approval Date: ^-By ltcM^ ] Tin ^ Thomas J. Fastuszka Clerk ofthe Board of Supervisors CITYOFCARLSBAD CouncU Approval Date: CITY OF CHULA VISTA Councii Approval Date: By By Mayor Mayor CITY OF CORONADO Council Approval Date; \\ % 12^ By. CITY OF DEL MAR Council Approval Date: By Mayor »mtldl^^ifm^m»aim(kmfaiBma^ By: o«i*:_.a_JZI£l_ MIrwit OfOar No.. August?, 2012 Pagel Exhibit "A" Amendment to the RCS Participating Agency Agreement IN WITNESS WHEREOF, the party hereto does affix his/her signature. COUNTY OF SAN DIEGO Board of Supervisors Approval Date: ^ <^ By Thomas J. Fastuszloi Clerk of the Board of Supervisors CITYOFCARLSBAD Council Approvai Date: By. Mayor CITY OF CHULA VISTA Council Approval Date: By Mayor CITY OF CORONADO Council Approval Date: By. Mayor CITY OF DEL MAR Council Approval Date: \\hlhoi2^ By. Mayor of Supwrytain of tNa CaMi% o( Sari Oit^ mrnnK Cttt»: Wlr/^ m«M <M» NO.J_ August?, 2012 Page 1 Exhibit "A" Amendment to the RCS Participating Agency Agreement CITY OF EL CAJON CouncU Approval Date: By Mayor CITY OF ENCINITAS Council Approval Date: By. Mayor CITY OF ESCONDIDO CouncU Approval Date: By Mayor CITY OF IMPERIAL BEACH CouncU Approval Date: ^ By Mayor CITY OF LA MESA CouncU Approval Date: By Mayor August 7,2012 Pagel Exhibit "A" Amendment to the RCS Participating Agency Agreement CITY OF EL CAJON Council Approval Date: By. Mayor CITY OF ENCINITAS Council Approval Bate: CITY OF ESCONDIDO CouncU Approval Date: By Mayor CITY OF IMPERIAL BEACH CouncU Approval Date: By Mayor CITY OF LA MESA Council Approval Date: . By. Mayor August 7, 2012 Page 2 Exhibit "A" Amendment to the RCS Participating Agency Agreement CITY OF EL CAJON CouncU Approval Date: By. Mayor CITY OF ENCINITAS Council Approval Date: By. Mayor CITY OF ESCONDIDO CouncU Approval Date: CITY OF IMPERIAL BEACH CouncU Approval Date: By By. Mayor Mayor CITY OF LA MESA Council Approval Date: By. Mayor August?, 2012 Page 2 Exhibit "A" Amendment to the RCS Participating Agency Agreement CITY OF EL CAJON Council Approval Date: By. Mayor CITY OF ENCINITAS Council Approval Date: By. Mayor CITY OF ESCONDIDO CouncU Approval Date: By Mayor CITY OF IMPERIAL BEACH CouncU Approval Date ^Mayoi^ CITY OF LA MESA Council Approval Date: By Mayor Augu.st7,2012 Page 2 Extiibit "A" Amendment to the RCS Participating Agency Agreement CITY OF EL CAJON CouncU Approval Date: By Mayor CITY OF ENCINITAS Council Approval Date: By. Mayor CITY OF ESCONDIDO CouncU Approval Date: By Mayor CITY OF IMPERIAL BEACH CouncU Approval Date: By. Mayor CITY OF LA MESA Council Approval Date: lojl^^j fh' By. Mayor August?, 2012 Pagel Exhibit "A" Amendment to the RCS Participating Agency Agreement CITY OF LEMON GROVE Council Approval Date: jZ M_/2D f^- CITY OF NATIONAL CITY Council Approval Date: CITY OF OCEANSIDE CouncU Approval Date: By By. Mayor Mayor CITY OF POWAY Council Approval Date: By. Mayor CITY OF SAN MARCOS Council Approval Date: By Mayor August ?, 2012 Page 3 Exhibit "A" Amendment to the RCS Participating Agency Agreement CITY OF LEMON GROVE Council Approval Date: By. Mayor CITY OF NATIONAL CITY Council Approval Date: / — / ^ ' f 3 Mayor CITY OF OCEANSIDE CouncU Approval Date: By CITY OF POWAY Council Approval Date: CITY OF SAN MARCOS Council Approval Date: By. By Mayor Mayor Mayor August?, 2012 Pages Exhibit "A" Amendment to the RCS Participating Agency Agreement CITY OF LEMON GROVE Council Approval Date: CITY OF NATIONAL CITY Council Approval Date: By. By Mayor Mayor CITY OF OCEANSIDE Council Approval Date: V CITY OF POWAY Council Approval Date: By Mayor CITY OF SAN MARCOS Council Approval Date: By Mayor August 7,2012 Page 3 Exhibit "A" Amendment to tho RCS Participating Agency Agreement CITY OF LEMON GROVE Council Approval Date: CITY OF NATIONAL CITY CouncU Approval Date: CITY OF OCEANSIDE CouncU Approval Date: By. Mayor By Mayor By Mayor CITY OF POWAY CouncU Approval Date: la/Z g^/^ZO i7- Mayor CITY OF SAN MARCOS Council Approval Date: By Mayor August 7,2012 Page 3 Exhibit "A" Amendment to th© RCS Participating Agency Agreement CITY OF LEMON GROVE Council Approval Date: By. Mayor CITY OF NATIONAL CITY CouncU Approval Date: By. Mayor CITY OF OCEANSIDE CouncU Approval Date: By Mayor CITY OF POWAY Council Approval Date: By. Mayor CITY OF SAN MARCOS Council Approval Date; : jig- ger August?, 2012 Page 3 -•1 Exhibit "A" Amendment to the RCS Participating Agency Aflreement CITY OF SANTEE Council Approval Date;_iidM>l CITY OF SOLANA BEACH CouncU Approval Date: CITY OF VISTA Council Approval Date: By. Mayor STATE OF CALIFORNIA CALIFORNIA HIGHWAY PATROL State of California Approval Date: By. August?, 2012 Page 4 Exhibit "A" Amendment to the RCS Participating Agency Agreement CITY OF SANIEE Council Approval Date: ; By. Mayor CITY OF SOLANA BEACH Council Approval Date: | ^ " I " I 3— CITY OF VISTA Cfiuncil Approval Date: ^„ By, Mayor STATE OF CALIFORNIA CALIFORNIA HIGHWAY PATROL State of California Approval Date: , By. August?, 2012 Page 4 Exhibit "A" Amendment to the RCS Participating Agency Agreement CITY OF SANTEE CouncU Approval Date: By Mayor CITY OF SOLANA BEACH CouncU Approval Date: By Mayor CITY OF VISTA CouncU Approval Date: By iyor Judy Ritter STATE OF CALIFORNIA CALIFORNIA HIGHWAY PATROL State of California Approval Date: . By August 7,2012 Page 4 Exhibit "A" Amendment to the RCS Participating Agency Agreement CITY OF SANTEE Council Approval Date: By, Mayor CITY OF SOLANA BEACH Council Approval Date: By Mayor CITY OF VISTA Council Approval Date: By Mayor STATE OF CALIFORNIA CALIFORNIA fflGHWAY PATROL State of Califomia Approval Date: 3-31-/S Bv ^ CXj<\.iM''^^<UOr^ August?, 2012 Page 4 Exhibit "A" Amendment to the RCS Participating Agency Agreement IMPERIAL VALLEY EMERGENCY COMMUNICATIONS JPA Board of Directors Approval Date: y^/^^/^^i?^^ NORTH COUNTY DISPATCH JPA Board of Directors Approval Date: By HEARTLAND COMMUNICATIONS FACILITY .IPA Board of Directors Approval Date: By MIRA COSTA COMMUNITY COLLEGE DISTRICT Goveming Authority Approval Date:. _____„ By. METROPOLITAN TRANSIT SYSTEM Goveming Authority Approval Date: By. August?, 2012 Page 5 Exhibit "A" Amendment to the RCS Participating Agency Agreement IMPERIAL VALLEY EMERGENCY COMMUNICATIONS JPA Board of Directors Approval Date: By. NORTH COUNTY DISPATCH JPA Board of Directors Approval Date: By. HEARTLAND COMMUNICATIONS FACILITY JPA Board of Directors Approval ^ y / By m<(f^(M^ MIRA COSTA COMMUNITY COLLEGE DISTRICT Governing Authority Approval Date: , By. METROPOLITAN TRANSIT SYSTEM Governing Authority Approval Date: _________ By. August?, 2012 Pages Exhibit "A" Amendment to the RCS Participating Agency Agreement IMPERIAL VALLEY EMERGENCY COMMUNICATIONS JPA Board of Directors Approval Date: By. NORTH COUNTY DISPATCH JPA Board of Directors Approval Date: By . HEARTLAND COMMUNICATIONS FACILITY JPA Board of Directors Approval Date: ._. , By. MIRA COSTA COMMUNITY COLLEGE DISTRICT Governing Authority Approval Date: /o//^//^ ^y METROPOLITAN TRANSIT SYSTEM Goveming Authority Approval Date; . . By August?, 2012 Page 5 Exhibit "A" Amendment to the RCS Partidpating Agency Agreement IMPERIAL VALLEY EMERGENCY COMMUNICATIONS JPA Board of Directors Approval Date:. By. NORTH COUNTY DISPATCH JPA Board of Directors Approval Date: ^ By HEARTLAND COMMUNICATIONS FACILITY JPA Board of Directors Approval Date: . By_ MIRA COSTA COMMUNITY COLLEGE DISTRICT Goveming Authority Approval Date: ' By. METROPOLITAN TRANSIT SYSTEM Governing Authority Approval August 7,2012 Page 5 r'l Exhibit "A" Amendment to the RCS Participating Agency Agreement NORTH COUN I Y TRANSIT DISTRICT Governing Authority Approval Date: /^//"^//l^ By. PADRE DAM WATER DISTRICT District CouncU Approval Date: By. SAN DIEGO UNIFIED PORT DISTRICT Governing Authority Approval Date:. By. VIEJAS RESERVATION FIRE DEPARTMENT Goveming Authority Approval Date: By. SANTEE SCHOOL DISTRICT Governing Board Approval Date: By August?, 2012 Page 6 Exhibit "A" Amendment to the RCS Participating Agency Agreement NORTH COUNTY TRANSIT DISTHICT Goveming Authorify Approval Date: By. PADRE DAM WATER DISTRICT District Coundl Approval Date: - By, SAN DIEGO UNIFIED FORT DISTRICT Goveming Authority Approval Date: ll-j-lV-By VIEJAS RESERVATION FIRE DEPARTMENT Governing Authority Approval Date: By SANTEE SCHOOL DISTRICT Governing Board Approval Date: ' By. August?, 2012 Page 6 ^3 i3^S3 Exhibit "A" Amendment to the RCS Participating Agency Agreement NORTH COUNTY TRANSIT DISTRICT Governing Authority Approval Date: By PADRE DAM WATER DISTRICT District CouncU Approval Date: By SAN DIEGO UNIFIED PORT DISTRICT Governing Authority Approval Date: __„ By, VIEJAS RESERVATION FIRE DEPARTMENT Goveming Authority Approval Date: M&nVv \1 SANTEE SCHOOL DISTRICT Governing Board Approval Date: ^^_„__ By August 7,2012 Page 6 Exhibit "A" Amendment to the RCS Participating Agency Agreement NORTH COUNTY TRANSIT DISTRICT Governing Authority Approval Date: By, PADRE DAM WATER DISTRICT District Council Approval Date: _________ By SAN DIEGO UNIFIED PORT DISTRICT Governing Authority Approval Date: By, VIEJAS RESERVATION FIRE DEPARTMENT Governing Authority Approval Date; By. SANTEE SCHOOL DISTRICT Governing Board Approval Date: 2-1^-17 By August?, 2012 Page 6 Exhibit "A" Amendment to the RCS Participating Agency Agreement ALPINE FIRE PROTECTION DISTRICT Governing Authority Approval Date: /Z>- * By. BONITA-SUNNYSIDE FIRE PROTECTION DISTRICT Governing Authority Approval Date: By BORREGO SPRINGS FIRE PROTECTION DISTRICT Goveming Authority Approval Date: By. DEER SPRINGS FIRE PROTECTION DISTRICT Governing Authority Approval Date: By. .HILIAN-CUYAMACA FIRE PROTECTION DISTRICT Governing Authority Approval Date: _ By August 7, 2012 Page 7 Exhibit "A" Amendment to the RCS Participating Agency Agreement ALPINE FIRE PROTECTION DISTRICT Governing Authority Approval Date: By. BONITA-SUNNYSIDE FIRE PROTECTION DISTRICT Goveming Authority Approval Date: tZi lijiU BORREGO SPRINGS FIRE PROTECTION DISTRICT Governing Authority Approval Date:, By. DEER SPRINGS FIRE PROTECTION DISTRICT Governing Authority Approval Date:. By. ,IULIAN-CUYAMACA FIRE PROTECTION DISTRICT Governing Authority Approval Date: __________ By. August?, 2012 Page 7 Exhibit "A" Amendment to the RCS Participating Agency Agreement ALPINE FIRE PROTECTION DISTRICT Governing Authority Approval Date: . By. BONITA-SUNNYSIDE FIRE PROTECTION DISTRICT Governing Authority Approval Date: By, BORREGO SPRINGS FIRE PROTECTION DISTRICT Governing Authority Approval / ^ Date: ///8// DEER SPRINGS FIRE PROTECTION DISTRICT Governing Authority Approval Date: ^_„__..^__ By, JULIAN-CUYAMACA FIRE PROTECTION DISTRICT Governing Authority Approval Date: By August?, 2012 Page? Exhibit "A" Amendment to the RCS Participating Agency Agreement ALPINE FIRE PROTECTION DISTRICT Governing Authority Approval Date: By. BONITA-SUNNYSIDE FIRE PROTECTION DISTRICT Governing Authority Approval Date: By BORREGO SPRINGS FIRE PROTECTION DISTRICT Governing Authority Approval Date; By DEER SPRINGS FIRE PROTECTION DISTRICT Governing Authority Approval Date: Z^/JL. .lULIAN-CUYAMACA FIRE PROTECTION DISTRICT Governing Authority Approval Date: By August 7,2012 Page? Exhibit "A" Amendment to the RCS Participating Agency Agreement ALPINE FIRE PROTECTION DISTRICT Governing Authority Approvai Date: By BONITA-SUNNYSIDE FIRE PROTECTION DISTRICT Governing Authority Approval Date: __________ By. BORREGO SPRINGS FIRE PROTECTION DISTRICT Governing Authority Approval Date: By DEER SPRINGS FIRE PROTECTION DISTRICT Governing Authority Approval Date:. By RJLIAN-CUYAMACA FIRE PROTECTION DISTRICT Governing Authority Approval Date; U 1,3 By , ig^^^^^Xli^ August?, 2012 Page? B3 Exhibit "A" Amendment to the RCS Participating Agency Agreement LOWER SWEETWATER FIRE PROTECTION DISTRICT Governing Authority Approval Date: By LAKESIDE FIRE PROTECTION DISTRICT Governing Authority Approval Date: /A^^.%/^^ • NORTH COUNTY FIRE PROTECTION DISTRICT Governing Authority Approval Date: By RANCHO SANTA FE FIRE PROTECTION DISTRICT Governing Authority Approval Date: By August?, 2012 Pages 01 Exhibit "A" Amendment to the RCS Participating Agency Agreement LOWER SWEETWATER FIRE PROTECTION DISTRICT Governing Authority Approval Date: By. LAKESIDE FIRE PROTECTION DISTRICT Governing Authority Approval Date; By. NORTHCOUNTY FIRE PROTECTION DISTRICT Governing Authority Approval Bate; -^/.S RANCHO SANTA FE FIRE PROTECTION DISTRICT Governing Authority Approval Date: By. August 7,2012 Pages Exhibit "A" Amendment to the RCS Participating Agency Agreement LOWER SWEETWATER FIRE PROTECTION DISTRICT Governing Authority Approval Date: By. LAKESIDE FIRE PROTECTION DISTRICT Governing Authority Approval Date: By. NORTH COUNTY FIRE PROTECTION DISTRICT Governing Authority Approval Date: , By. RANCHO SANTA FE FIRE PROTECTION DISTRICT Governing Authority Approval Date: l^bruof^ Zo|-^ By August?, 2012 Pages Exhibit "A" Amendment to the RCS Participating Agency Agreement RAMONA FIRE PROTECTION DISTRICT Governing Authority Approval Date: By, RURAL FIRE PROTECTION DISTRICT Governing Authority Approval i: llkli'L Date: //(it/ll. Bj_ SAN MIGUEL CONSOLIDATED FIRE PROTECTION DISTRICT Governing Authority Approval Date: By. VALLEY CENTER FIRE PROTECTION DISTRICT Governing Authority Approval Date: By. August 7, 2012 Page 9 Exhibit "A" Amendment to the RCS Participating Agency Agreement RAMONA FIRE PROTECTION DISTRICT Governing Authority Approval Date: By, RURAL FIRE PROTECTION DISTRICT Governing Authority Approval Date: By, SAN MIGUEL CONSOLIDATED FIRE PROTECTION DISTRICT Governing Authority Approval Date: "" 7.3 '^,gZZk^3„_ VALLEY CENTER FIRE PROTECTION DISTRICT Governing Authority Approval Date: By August 7, 2012 Page 9 Exhibit "A" Amendment to the RCS Participating Agency Agreement RAMONA FIRE PROTECTION DISTRICT Governing Authority Approval Date: ____ By. RURAL FIRE PROTECTION DISTRICT Governing Authority Approval Date: By SAN MIGUEL CONSOLIDATED FIRE PROTECTION DISTRICT Governing Authority Approval Date: By VALLEY CENTER FIRE PROTECTION DISTRICT Governing Authority Approval Date: fm^A^ August 7,2012 Page 9 Exhibif'A" Amendment to the RCS Participating Agency Agreement VISTA FIRE FIRE PROTECTION DISTRICT Governing Authority Approval , ^ J i /f Date: /^/^ / 2£j / ^ Jj^^^t^mM Wcn^V 7^-^/ / // / // NORTH COUNTY FIRE PROTECTION DISTRICT Governing Authority Approval Date: . By. August 7,2012 Page 10