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Day Management Corporation dba Day Wireless Services; 2021-06-16; FIN2101
FIN2101 City Attorney Approved Version 6/12/18 1 AGREEMENT FOR RADIO MAINTENANCE SERVICES DAY MANAGEMENT CORPORATION DBA DAY WIRELESS SYSTEMS THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2021, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Day Management Corporation, an Oregon corporation dba Day Wireless Systems, ("Contractor"). RECITALS A. City requires the professional services of a radio maintenance contractor that is experienced in providing professional services and advice related to radio and fixed end communications equipment. B. Contractor has the necessary experience in providing professional services and advice related to providing professional services and advice related to radio and fixed end communications equipment. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. General provisions are defined in attached Exhibit “C.” 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of two (2) years from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional two (2) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be per unit cost as outlined in Exhibit “B” Monthly Cost of Services and shall not exceed one hundred thousand dollars ($100,000.00) per Agreement year. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed one hundred thousand dollars ($100,000.00) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E June 16th FIN2101 City Attorney Approved Version 6/12/18 2 Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 3 carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of Two years following the date of expiration of the contract. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 4 maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Rosario Aranda Name Amador Macias Title Assoc. Contract Administrator Title Service Manager Department Finance Department Address 8300 Juniper Creek Ste 100 City of Carlsbad San Diego, CA 92126 Address 1635 Faraday Avenue Phone No. 858-583-9526 Carlsbad, CA 92008 Email AMacias@daywireless.com Phone No. 760-602-2792 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 5 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes No 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 6 put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 7 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Scott Chadwick, City Manager Gordon Day, President (print name/title) ATTEST: By: (sign here) For BARBARA ENGLESON Russell Day, CFO/Financial Controller City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 8 EXHIBIT “A” SCOPE OF SERVICES All Equipment Maintenance, repair, installation and removal of all radio equipment as listed in Attachments A, and B. Annual Preventive Maintenance Inspection: Includes all parts and labor charges. Telephone consultation and support, 24/7. Fixed-End Equipment Includes, but is not limited to all equipment listed in Attachment A. Service will be provided 24 hours per day, 7 days per week. Repairs will be performed on site when possible and off-site with the permission of the City. Mobile and Portable Equipment Maintenance, repair, installation and removal of all mobile and portable radios as listed in Attachment B. Service will be provided Monday thru Friday, 8am to 5pm. Pick-up and delivery to/from the appropriate city radio contact listed below. The specific procedures for repair scheduling, pick up and return of Police mobile and portable radio equipment are detailed in Attachment D. VHF AND LOW-BAND EQUIPMENT Maintenance, repair, installation and removal of all Low-Band equipment if added to department inventory and to the maintenance contract. Service will be provided Monday thru Friday, 8am to 5pm. PC’S AT EACH DISPATCH POSITION There is one PC at each Dispatch position that runs the Motorola MCC 7500 software. The selected vendor will be the single point contact for the maintenance and repair of these PC’s. The PC’s will have a 3 year/next day service contract with Hewlett Packard. The selected vendor will be responsible for troubleshooting any problems with the PC, contacting HP for the appropriate repairs, and contacting the County for software reinstallation if necessary. The selected vendor will also be responsible for temporarily installing a City provided spare, either from another position or storage, to keep the radio position up and running until the repairs are completed. DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 9 CITY RADIO CONTACTS Parks Fleet Contact: Temujin Matsubara Contact: Edwin Barr Phone: 760-434-2844/434-2824 Phone: 760-931-2192/434-2949 Location: Parks Administration Location: Fleet Operations 1166 Carlsbad Village Drive 2480 Impala Drive Carlsbad, CA 92008 Carlsbad, CA 92010 Utilities Maint. & Ops Construction Mgmt./Engineering Contact: Don Wasko Contact: Jennifer Chapman Phone: 760-438-2722 Phone: 760-602-2780 Location: Utilities Maint. & Ops Location: Construction Mgmt & 5950 El Camino Real Inspections- Public Works Carlsbad, CA 92008 1635 El Camino Real Community Development Police Communication Center Contact: Laureen Ryan Contact: Lee Henderson Phone: 760-602-4615 Phone: 760-931-2197 Location: 1635 Faraday Avenue Location: Safety Center Carlsbad, CA 92008 2560 Orion Way Carlsbad, CA 92010 Fire Department Police Contact: Jennifer Marinov Contact: Jessica Field Phone: 760-931-2135 Phone: 760-931-2215 Location: Safety Center Location: Safety Center 2560 Orion Way 2560 Orion Way Carlsbad, CA 92010 Carlsbad, CA 92010 Streets Contact: Frances Ballard Phone: 760-434-2980 Location: Streets/Facilities Maint. Yard 405 Oak Avenue Carlsbad, CA 92008 DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 10 ATTACHMENT A: Fixed End Equipment CITY OF CARLSBAD POLICE COMMUNICATIONS CENTER All equipment listed on this page, with the exception of the computer, the Motorola MCC 7500 software and the Microsoft Windows software will be maintained by the radio maintenance contractor: Six Dispatch Positions (in addition to 1 spare computer) Each Motorola MCC7500 dispatch position has the following equipment associated with the 800 MHz Regional Communications System (RCS): • 19” LCD monitor • Keyboard and mouse • Transmit foot switch • MCC7500 Voice Processor Module (VPM) • MCC series desktop audio speakers • MCC Headset jack • Headset module base with PTT 15’ cable • HP Z440 computer to run Motorola MCC7500 and Microsoft Windows 10 software. Each position is licensed for the following capabilities: • MCC 7500 trunking radio operation • MCC 7500 advanced conventional radio operation • AES and DES-XL encryption • MCC 7500 over the Ethernet Keying (OTEK) Additional equipment associated with this implementation located in Rack #1 • Console LAN switch • Console site router • Motorola GGM 8000 Gateway with a Conventional Gateway Interface (CCGW) • GCP 8000 Convention Site Controller (CSC) • SDM 3000 Auxiliary Input/Output Server • Archiving Interface Server • MKM 7000 Console Alias Manager • Fortinet Firewall • HP Z440 computer to run Motorola AIS and CAM01 Non-warranty Equipment 1. City is interested in the possibility to maintain non-warranty equipment if cost effective. 2. Pick-up and delivery included. 3. Fee for providing repair estimate will be applied to repair cost if City decides to repair radio. 4. If vendor cannot provide parts for repair, City will not be charged for estimate fee. DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 11 CITY OF CARLSBAD POLICE COMMUNICATIONS EQUIPMENT ROOM • Rack #2 and #3 each contain various switches, routers and firewalls that will not be maintained by the radio maintenance contractor. This set of equipment is used for police network operations and has nothing to do with the radio infrastructure. DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 12 CITY OF CARLSBAD POLICE COMMUNICATIONS EQUIPMENT ROOM All equipment on this page is maintained by RCS/County wireless and is listed for the contractor’s information only: • Rack #4 is Microwave Equipment Rack #4 Harris Farinon Division DVM XT Microwave Radio Transmitter/Receiver Harris Versa T1 lity Multiplexer Channel Bank 3 COM Superstack Modem Motorola UDS Modem DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 13 CITY OF CARLSBAD POLICE COMMUNICATIONS EQUIPMENT ROOM All equipment on this page is maintained by RCS/County wireless and is listed for the contractor’s information only: Rack #5 consists of uninterrupted power supply (UPS), panels that connect the backup power to various electronic equipment, Motorola MOSCAD which allows for the remote control (open and closing) of gates, doors, windows and monitoring of remote electronic equipment, and Andrew antenna cable conditioning equipment. Rack #5 La Marche UPS SIMENS Fuse Panel Premisys IMACS 800 Channel Bank Motorola MOSCAD 2 CPUS One 60 Digital input One 16 Digital input Andrew Dryline MT-050 Pressurizer La Marche UPS DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 14 ATTACHMENT B REGIONAL COMMUNICATION SYSTEM (RCS) RADIO EQUIPMENT PORTABLES DEPPARTMENT APX6000 WITHOUT WARRANTY APX6000 WITH WARRANTY Police Department 166 29 until 5-6-2022 MOBILES/BASE RADIOS DEPT APX6500 WITHOUT WARRANTY APX7500 WITH WARRANTY APX6500 WITH WARRANTY APX6500 WITH WARRANTY Police Department 100 8 until 2-8-21 11 until 9-7-21 2 until 3-6-22 APX6500 WITH WARRANTY APX8500 WITH WARRANTY APX6500 WITH WARRANTY APX6500 WITH WARRENTY 5 until 3-25-22 2 until 6-3-22 2 until 7-6-22 1 until 7-20-23 DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 15 Transfer of Radio Equipment This attachment deals with specific procedures for repair, scheduling, pick-up, and returns of police mobile and portable radio equipment. Generally, all arrangements for the scheduling of repairs to police mobile radios, and the pick-up and return of mobile radios, will be through the Fleet Maintenance Facility at 760-931-2192. All radios will be returned to a Fleet employee, who will sign the vendor’s receipt for the return. The point of contact for the pick-up and return of police portable radios is through Police Administration at 760-931-2215. When the vendor determines that a mobile radio must be removed from a police vehicle for repairs, the vendor will contact the Fleet Maintenance Facility and request a back-up radio. When the radio is removed, it will be identified to the vehicle from where it came from by paint marker or recorded to the work order for the vehicle. The back-up radio will be installed in the vehicle and a receipt for the radio to be repaired will be given to a Fleet employee. The vendor should consider availability of the Fleet and Police employees when scheduling work. Fleet and Police Administration are available on weekdays. It is recommended that the vendor confirm the availability of the employee prior to scheduling a technician. It shall be the responsibility of the Fleet and Police Departments to notify the vendor of any changes in personnel authorized to accomplish the transfer of equipment. Due to access to security areas, the Vendor’s employees may be required to present identification acceptable to the City. The City reserves the right to perform a background check and/or random background checks on Vendor’s employees. Acceptance of the contract signifies the Vendor’s agreement to provide a list of employees who will be working at City facilities when requested by the City. The City of Carlsbad will determine the frequency of background checks and will notify the Vendor in writing of the acceptability of the Vendor’s employees. The Vendor agrees the City of Carlsbad will be the sole judge of the suitability of the Vendor’s employees to perform any work on City of Carlsbad owned or maintained property. ATTACHMENT C Police Department Radio Transfer Procedures DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 16 GENERAL INSTALLATION PROCEDURES AND GUIDELINES • Remote, trunk mount, and/or dash mount radios are to be installed so that technicians will have reasonable access to programming or testing ports. • Manufacturers strain reliefs must be used on cabling. • Appropriate slack must be left in cabling for testing, troubleshooting or programming radios. • Placement of radio or control head must not interfere with any vehicle controls or indicators (i.e. shifters, pedals, gauges, etc.) in passenger compartment. • Placement of radio or control head, microphone or any associated equipment or accessories must not interfere with the deployment of passenger or driver airbags! Vehicle manufacturer’s guidelines must be followed. • Under no circumstances should insulated butt splices be used on cables or wiring! • Radios and control heads should be orientated for easy viewing and minimum reflections on displays. • Radio and control heads should be placed so that vehicle operator has easy access to controls. • RCS does not recommend or condone using inappropriate radio control types for hidden or “under cover” applications, Motorola Handheld type controls should be used. DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 17 CABLE AND WIRING GUIDELINES • The red (positive) power lead should be connected to a power distribution terminal in the engine compartment connected directly to positive terminal of the battery with appropriate current delivering ability. Connection directly to side mount terminal on batteries in some GM vehicles is permitted with Motorola adaptor part number 66-803 88Al 3 or equivalent. • The fuse on the red lead should be as close to the battery or distribution point as practical. Fuse holders under the hood should be weather-proof type. Fuses shall be visible and accessible. • Red power leads must be terminated with a ring lug that is crimped, soldered and protected with shrinkable tubing. • Fuse holders on green and orange leads shall be installed as per Motorola installation instructions making sure to crimp and solder metal fuse clips. • All cables or wires to control heads or dash mount radios shall be neatly dressed and out of view when practical or possible. • When cabling or wiring is exposed, it must be secured with tie-wraps or clamps and encased in loom. • Placement of cabling or wiring must not interfere with any function of the vehicle (mechanical or otherwise). Placement of cabling or wiring shall be such that it does not become damaged by any degree from proximity to heat, abrasion or mechanical functions of the vehicle. • Ground leads long enough to reach well into engine compartment must be connected at the battery-connection to the vehicle body (This is usually a 6, 8, or 10 A.W.G black wire from the battery negative terminal to a screw at the wheel house or radiator support). • If an alternate ground is used, the paint must be removed from a one-inch diameter area of body panel where ground lead is to be connected. Lead must be connected with crimped and soldered ring lug and fastened with nut, bolt and lock-washer. • Ground connection must be crimped and soldered with a ring lug with shrink tube in engine compartment. DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 18 REMOTE OR TRUNK MOUNT INSTALLS GUIDELINES • If not part of integrated equipment rack the radio mounting bracket or pan is to be mounted on 3/4” plywood one to two inches larger than radio. Trunk mounts in trucks can be mounted on back wall behind seat with plywood. • Trunk mounts are to be placed on raised shelves inside the back of the trunk compartment NOT in center or bottom or the trunk. Installations must be accessible to service and removal with reasonable time and effort. • Take care not to mount radios in close proximity to vehicular electronic modules in trunk. • Cabling will be routed in existing troughs or channels whenever possible. • Do not route cabling under floor mats! ANTENNA GUIDELINES • Antenna installation shall strictly adhere to Motorola installation instructions. • RCS recommends Motorola TAD or “NMO” type antenna mounts for flexibility in antenna selection and electrical and mechanical considerations. • RCS system acceptable performance of mobile radios is based on 3 db gain antenna mounted on center of roof of vehicle. Therefore, every effort should be made to install it thusly. • If agency has request for antenna to be mounted in another position, they do so with the understanding that performance will be degraded. • If agency chooses to go with alternate antenna positioning, RCS can recommend others in order of preference. 1) Roof mounting other than center due to obstructions or other antennas retained by user for other systems. 2) Center of trunk lid with 3 db gain antenna. 3) Cowl or fender mounts in disguised under cover applications. Recommend STI-CO antenna. 4) “On Glass” style antennas. DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 19 • RCS does NOT authorize use of antennas mounted in rear deck of passenger compartment. • Installer will test antenna for proper match with accepted industry methods and standards upon completion of install. • Installer will document results of test in V.S.W.R and have documentation available to RCS in practical form. REPAIR/PROGRAMMING • If a Qualified Vendor has an authorized RCS issued Advance System Key only the agreed upon programming functions will be performed, no changes to existing radio codeplugs will be made, the radios may be defaulted to send for repair and only the unchanged original codeplug will be programmed in the radio at return. • If an RCS radio is sent to the Motorola Repair Depot for repair a default disk must accompany the radio. This is to ensure proper programming. To obtain this disk please call the County Radio Shop at 858-694-3027. • All radios that have been repaired by the vendor or the Motorola Repair Depot must be adjusted to the proper transmitter power level of 10 watts before returning them to the RCS customer. DOCUMENTATION AND TESTING • Installer or operator will “air check” installation upon completion and document results. Documentation to be available to RCS. End of Exhibit “A” DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 20 Exhibit “B” RFB 21-04 DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 21 DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 22 DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 23 DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 24 DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 25 DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 26 DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 27 DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 28 End of Exhibit “B” DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 29 Exhibit “C” CITY OF CARLSBAD GENERAL PROVISIONS PLEASE READ CAREFULLY THESE PROVISIONS ARE A PART OF YOUR BID AND ANY CONTRACT Pursuant to the Notice to Bidders advertised in the official City newspaper, the specifications, bidding instructions and requirements on file with the City, the conditions of these General Provisions, and subject to all provisions of the Ordinances of the City of Carlsbad, the Bidder proposes to furnish to the City of Carlsbad, complete at the prices stated in the bid document, the items or services described in the bid document. The person signing the bid warrants that the bid is genuine and not sham or collusive, or made in the interest of, or on behalf of, any person, firm or corporation not named in the bid document; that the Bidder has not directly or indirectly induced or solicited any other Bidder to submit a sham bid, or any other person, firm or corporation to refrain from bidding, and that the Bidder has not, in any manner, sought by collusion to secure any advantage over other bidders. In submitting this proposal, the Bidder agrees that: A. Bidder has carefully examined the specifications and all provisions relating to the items to be furnished, or the work to be done, attached and incorporated into the proposal and understands the meaning, intent and requirements of them, and agrees to the same. B. Bidder will, for the prices quoted, enter into a written contract and furnish the item(s) or complete the work in the time specified, and in strict conformity with the City of Carlsbad specifications for the item(s) or work. 1. FORMS The Purchasing Officer will furnish forms and specifications for all proposals and no bids will receive consideration unless made upon forms so furnished. BIDS MUST BE SUBMITTED ON ELECTRONIC FORMAT EXCLUSIVELY, COMPLETE WITH THE SPECIFICATIONS AS FURNISHED AND SUBMITTED ON THE CITY’S WEBSITE PLANETBIDS, PRIOR TO THE TIME SET FOR OPENING. 2. PRICES All prices and notations must be in ink or typewritten. Mistakes may be crossed out and corrections typed or written with ink next to them. Such modifications must be initialed in ink by the person signing the bid. Bids shall indicate the unit price extended to indicate the total price for each item bid. Any difference between the unit price correctly extended and the total price shown for all items bid shall be resolved in favor of the unit price, except when the Bidder clearly indicates that the total price for all items bid is based on consideration of being awarded the entire lot, and that an adjustment of the total price is being made in consideration of receiving the entire bid. DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 30 3. GUARANTEE OF GOOD FAITH (As required on Proposal Form) Cash, uncertified personal and company checks, and certificates of deposit are not acceptable as a guarantee of good faith. Each proposal must be accompanied by an unconditional certified check, or a bank or postal money order, or bid bond executed as surety by a corporation authorized to issue surety bonds in the State of California. Such check, money order or bond shall be made payable to the City of Carlsbad and shall be in the amount specified on the Proposal Form. If the Bidder fails to execute the contract within ten (10) days from the date of the City’s mailing of notice that the contract is ready for signature, the City will either award the contract to the next lowest Bidder or will reject all other bids and call for new bids. The Bidder who has failed to so execute the contract shall be liable to the City for the sum--not exceeding the amount of the check, money order or bond, by which the amount of the contract covering the proposal, executed by and between the City and a third party, may exceed the amount bid by the original successful Bidder. Such portion of check, money order or bond as equals the sum shall be declared forfeited to the City of Carlsbad and shall be collected and paid to the City. The Bidder may also be subject to debarment or suspension. IMPORTANT: Failure to furnish a proper guarantee of good faith with the bid when such is required will automatically void the bid. 4. ITEMS OFFERED If the item offered has a trade name, brand and/or catalog number, such shall be stated in the bid. If the Bidder proposes to furnish an item of a different manufacturer or vendor other than that mentioned in the bid specifications, Bidder must specify maker, brand, quality, catalog number, or other trade designation. Unless such is noted on the bid form, it will be deemed that the item offered is that designated in the bid specifications even though the bid may state "or equal". 5. SAMPLES Samples, when required, shall be furnished prior to bid closing date and time, or within time specified in the bid. The City reserves the right to reject bids submitted without the required samples, or to require samples for alternate bids or items offered as "equals". Samples of items, when required, must be furnished free of expense to the City. If they are not destroyed by tests, samples will, upon request, be returned at the bidder's expense. 6. ALTERNATIVE PROPOSALS To be responsive to the bid, Bidder must submit a proposal that meets all specific bid requirements. Bidder may propose "equals" as provided for in accordance with Item 8 of these General Provisions. Once Bidder has proposed a product which is responsive to the specification, Bidder may thereafter include with the bid any additional proposals or alternative products that are not "equals" but that Bidder believes can or may meet or exceed City's requirements, and which offer City additional advantages or benefits based on the state of the art that were not, or could not, be contemplated by City when the requirements were prepared. The City reserves the right to evaluate and accept or reject such alternatives, as though they were part of the original specifications, without advertising for further bids, or to re-advertise based on such proposed state of the art alternatives when in the best interests of the City. Any awards so made will be based on cost analysis considerations that result in the optimum economic advantage to the City. DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 31 7. EXPIRATION OF BID All bids shall be considered as firm for a period of ninety (90) calendar days, commencing the day following the date of bid closing and expiring at midnight of the last day, unless otherwise stated in the body of the solicitation. The Bidder may specify a date that the bid expires, provided the date is specific and is entered on the Proposal or Request for Bid form. 8. BRAND NAME Whenever reference to a specific brand name is made in this Request for Bid, it is illustrative and to be construed as a specification which describes a component that has been tested or evaluated by the City as best meeting the specific operational, design, performance, maintenance, quality or reliability standards and requirements of the City, thereby incorporating these requirements by reference within the specification. An equivalent or "equal" may be offered by the Bidder, subject to testing and evaluation at the option of the City or prior to and after the award of bid. The City reserves the sole right to reject a substituted component that will not fulfill requirements. It shall be the sole responsibility of the Bidder to provide at Bidder's expense any product information, test data, and other information or documents the City may require to fully evaluate or demonstrate the acceptability of the offered substitute. Where appropriate, independent testing or evaluation at qualified test facilities, at Bidder's expense, including destructive testing, may be required as a condition of acceptance. 9. VERIFY BID PRICES Bidders must verify their price quotations prior to bid submission, as withdrawal or correction may not be permitted after the bid has been opened. 10. DELIVERY A. Bidder shall state delivery terms on the Proposal Form unless already specified, in which case delivery shall be made within the time set forth. Where time is stated in a number of days, it shall include Saturdays, Sundays and holidays. Delivery is part of the consideration and must be adhered to as specified. B. Bidder will not be held liable for failure to make delivery because of strikes, conscription of property, governmental regulations, acts of God, or any other cause beyond the bidder’s reasonable control; provided a written extension of time is obtained from the City Manager. C. All prices shall be F.O.B. destination. Bids other than F.O.B. destination shall be considered non-responsive and will be rejected. Prices shall include all freight, delivery and set-up charges. DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 32 11. FIRM PRICES AND PRICE ADJUSTMENT Prices on bid shall be firm prices not subject to escalation. In the event the specifications provide for escalation, the maximum limit shall be shown, or the bid shall not be considered. In the event of a decline in market price(s) below the price(s) bid, the City of Carlsbad shall receive the benefit of such decline. Manufacturer's general price increases to the trade or industry may be passed on to the City. Prices bid must be firm for the first ninety (90) days on an annual agreement; with a thirty (30) day notification of any price increases thereafter. If any price increase occurs, there will be a one (1) week, or one time, order protection provided at the last effective price. All price increases or notices must be in writing from not only the vendor but also the manufacturer. The City reserves the right NOT to accept the request. 12. TAXES Each bidder shall include all applicable sales taxes as a separate item in their bid. The amount of local city sales tax included in any bid submitted by a local (Carlsbad) vendor shall be credited by the City against said bid. The City is exempt from Federal Excise Tax. 13. MODIFICATION OR WITHDRAWAL OF BIDS Bids may be modified or withdrawn by written notice received prior to the exact hour and date specified for receipt of bid. A bid may also be withdrawn in person by a Bidder, or the Bidder’s authorized representative, prior to the exact hour and date set for receipt of bids. 14. LATE BIDS AND MODIFICATIONS OR WITHDRAWALS Bids, modifications of bids, or withdrawals received at the office designated in the solicitation, after the exact hour and date specified for receipt, will not be considered. They will be rejected as a late bid and will be returned to bidder unopened. 15. NO BIDS If no bid is to be submitted, the bid should be marked "NO BID" and reason stated on the Proposal Form, which should be returned in order to maintain the Bidder's name in City's vendor file for further solicitations. A letter or postcard may be submitted instead a blank proposal form. If a Bidder fails to respond to two Requests to Bid without returning a "NO BID" response, the Purchasing Officer reserves the right to delete the Bidder from the vendor file for future solicitation. 16. CONFIDENTIAL INFORMATION Any information deemed confidential or proprietary should be clearly identified by the Bidder as such. It will be protected and treated with confidentiality only to the extent permitted by California state law considering public information. Otherwise the information shall be considered a public record. Any data to be returned should be so marked and will be returned if not essential to the bid or contract record. DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 33 17. SIGNATURE All bids must be signed, with the firm named as indicated. A bid by a corporation must be signed by a duly authorized officer, employee or agent, with his or her title. Obligations assumed by such signature must be fulfilled. 18. QUALITY Unless otherwise required in the specifications, all goods furnished shall be NEW and UNUSED and the BEST OF THEIR KIND. 19. LITIGATION WARRANTY The Bidder, by bidding, warrants that Bidder is not currently involved in litigation, arbitration, or an administrative proceeding concerning the materials, or Bidder's performance, concerning the same or similar material to be supplied pursuant to this contract or specification, and that no judgments, awards or administrative determinations have been made against Bidder, on the basis of Bidder's performance in supplying or installing the same or similar material, unless such fact is disclosed to the City in the bid. Disclosure will not disqualify the Bidder. The City reserves the right to evaluate bids, on the basis of the facts surrounding such litigation, arbitration, or administrative proceeding and to require Bidder to furnish the City with a surety bond executed by a surety company authorized to do business in the State of California and approved by the City of Carlsbad, in a sum equal to one hundred percent (100%) of the contract price, conditional on the faithful performance by Bidder of the contract, in the event the bid is awarded to Bidder, notwithstanding the litigation, arbitration, or administrative proceeding. 20. ROYALTIES, LICENSES AND PATENTS Unless otherwise specified, the Bidder shall pay all royalties, license and patent fees. The Bidder warrants that the materials to be supplied do not infringe any patent, trademark or copyright, and further agrees to defend any and all suits, actions and claims for infringement that are brought against the City, and to defend, indemnify and hold harmless the City from all loss or damages whether general, exemplary or punitive, as a result of any actual or claimed infringement asserted against the City, the Bidder, or those furnishing material to Bidder pursuant to this contract. 21. PERFORMANCE STANDARDS Performance of work, and acceptability of equipment or materials supplied, pursuant to any contract or award, shall be to the satisfaction of the City. 22. WARRANTIES A. All material, labor or equipment provided under the contract shall be warranted by Bidder, and/or manufacturer, for at least twelve (12) months after final acceptance by City, except automotive equipment which will be warranted for a minimum 12,000 miles or 12 months, whichever occurs first. Greater warranty protection will be accepted. Lesser warranty protection must be indicated by Bidder on the bid proposal as an exception. B. Bidder shall be considered primarily responsible to the City for all warranty service, parts and labor applicable to the goods or equipment provided by Bidder under this bid or award, irrespective of whether Bidder is an agent, broker, fabricator or manufacturer's dealer. DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 34 Bidder shall be responsible for ensuring that warranty work is performed at a local agency or facility convenient to City and that services, parts and labor are available and provided to meet City's schedules and deadlines. City may require Bidder to post a performance bond after contract award to guarantee performance of these obligations. Bidder may establish a service contract with a local agency satisfactory to City, to meet this obligation if Bidder does not ordinarily provide warranty service. 23. ADDENDA The effect of all addenda to the bid documents shall be considered in the bid and said addenda shall be made part of the bid documents and shall be returned with them. Before submitting a bid, each Bidder shall ascertain whether or not any addenda have been issued, and failure to cover in this bid any such addenda issued, may render the bid invalid and result in its rejection. 24. SPECIFICATIONS TO PREVAIL The detailed requirements of the specifications shall supersede any specific requirement of these General Provisions which are in conflict therewith. The City reserves the right of being sole judge of bid meeting specifications. Requests for interpretation of bid specifications shall be made in writing to the Purchasing Officer at least five days prior to the date of the bid opening. 25. FAITHFUL PERFORMANCE BOND The successful Bidder may be required to furnish the City with security for the faithful performance of the contract, in a sum up to One Hundred Percent (100%) of the amount of the contract price. This security may take the form of a bond executed by a surety company authorized to do business in the State of California and approved by the City or Carlsbad, or a money order or certified check drawn on a solvent bank. Such bond or deposit shall be forfeited to the City in the event the Bidder fails or refused to fulfill the requirements and all terms and conditions of the contract. 26. AWARD OF CONTRACT A. Bids will be analyzed, and the award will be based on the best value to the City. The decision will be based on objective and other predetermined criteria as set forth in the Invitation to Bid. Factors to be considered include, but are not limited to cost, conformance to the solicitation, supplier’s qualifications, past performance, customer service and warranties. B. The City reserves the right to perform a pre-award survey of the bidder to determine capability to perform, including but not limited to, facilities, financial responsibility, materials/supplies, and past performance. The determination of the City as to the bidder's prospective ability to perform the contract shall be conclusive. C. The City reserves the right to reject any item or items therein; to waive informalities, technical defects and minor irregularities in bids received; and to select the bid(s) deemed most advantageous to the City. The City will however consider bids submitted on an "all or nothing" basis if the bid is clearly designated as such. D. The City reserves the right to award one or more contracts on the bids submitted, whether by award of all items to one Bidder, or by award of separate items or groups of items to DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 35 various Bidders, as the interests of the City may require, unless the Bidder clearly specifies otherwise in his bid. E. Upon acceptance by the City of Carlsbad, the solicitation, bid, proposal, or price quotation, and a purchase order issued to the successful Bidder within the time specified, shall be deemed to result in a binding contract without further action required by either party. Items are to be furnished as described in the bid and in strict conformity with all instructions, conditions, specifications and drawings contained in the complete contract. 27. DOCUMENTATION Due to the time constraints that affect contract performance, all required documents, certificates of insurance and bonds or deposits shall be provided to the City (Attention: Purchasing Department) within ten (10) days following award, or date of request, by City, whichever is later. Any failure to comply may result in bid being declared non-responsive and rejected, and/or at City's option the bid bond will be attached for damages suffered. 28. PURCHASE ORDERS All goods and services will be ordered by means of a Purchase Order. (THE CITY WILL NOT BE RESPONSIBLE FOR ARTICLES OR SERVICES FURNISHED WITHOUT A PURCHASE ORDER.) 29. SELLER'S INVOICE Invoices shall be prepared and submitted in duplicate to: Accounts Payable, City of Carlsbad, 1635 Faraday Avenue, Carlsbad, CA 92008-7314. Separate invoices are required for each Purchase Order. Invoices shall contain the following information: Purchase Order number, item number, description of supplies or services, sizes, units of measure, quantities, unit prices and extended totals. 30. INSPECTION AND ACCEPTANCE Inspection and final acceptance will be at destination unless specified otherwise a will be made by the City department shown in the "Ship To:" address or other duly authorized representative of the City. Until delivery and final acceptance, and after any rejection, risk of loss will be on the Bidder, unless loss results from the sole negligence of the City. 31. LOST AND DAMAGED SHIPMENTS Risk of loss or damage to items prior to the time of their receipt and final acceptance by the City is upon the Bidder. The City has no obligation to accept damaged shipments and reserves the right to return, at the Bidder's expense, damaged merchandise even if the damage was not apparent or discovered until after receipt of the items. DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 36 32. LATE SHIPMENTS Bidder is responsible to notify the City department receiving the items and the Purchasing Officer, of any late or delayed shipments. The City reserves the right to cancel all or any part of an order if the shipment is not made as promised. 33. COMPLIANCE WITH INDUSTRIAL SAFETY CODES All equipment, instruction manuals, spare parts and other items furnished shall, where applicable, conform with the Safety Orders of the California Division of Industrial Safety. Material Safety Data Sheets (MSDS) shall be supplied, for each applicable item, with the initial order. All containers shall be labeled per OSHA specifications. 34. WAIVER The failure of the City to enforce a particular condition or provision of any contract awarded hereunder shall not constitute a waiver of that provision or condition or its enforceability by the City. 35. CONSEQUENCES OF VIOLATIONS OF LAW REGARDING ANTI-COMPETITIVE BUSINESS PRACTICES OR UNFAIR TRADE PRACTICES Any acts or omissions of Bidder in violation of federal, state or municipal law, or City policies and regulations regarding anti-competitive practices, unfair trade practices, collusion, contingent fees, gratuities, kickbacks, contemporaneous employment or similar violations creating an unfair influence on the public bidding and award process, pertaining to this contract or proposal, may void this contract. In addition to all other remedies or damages allowed by law, Bidder shall be liable to City for all damages City thereby suffers or incurs, including costs for substitute performance, and may also be subject to debarment. 36. CONFLICT OF INTEREST No employee, or member of the employee's immediate family, or elected or appointed member of City government, may participate directly or indirectly in the procurement process pertaining to this bid, if they: A. Have a financial interest, or other personal interest, which is incompatible with the proper discharge of their official duties in the public interest, or would tend to impair their independence, judgment or action in the performance of their official duties. B. Are negotiating for, or have an arrangement concerning, prospective employment with Bidder. The Bidder warrants to the best of his knowledge that the submission of the bid will not create such conflict of interest. In the event such a conflict occurs, the Bidder is to report it immediately to the Purchasing Officer. For breach or violation of this warranty, the City shall have the right to annul this contract, at its discretion, without liability. Bidder may also be subject to damages and/or debarment or suspension. DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 37 37. CITY PROVISIONS TO PREVAIL Except as specified in the specifications, the City's standard General Provisions shall govern any contract award. Any standard terms and conditions of Bidder, submitted by Bidder, shall not be acceptable to City unless expressly assented to by City by separate documents. The City reserves the right to reject Bidder's bid as non-responsive, to consider the bid without Bidder's standard terms and conditions, or to require Bidder to delete reference to such, as a condition of evaluation or award of the bid. If, after award of contract, Bidder (contract vendor) shall provide materials, or services, accompanied by new or additional standard terms or conditions, they too shall be considered void, and City may require deletion thereof as a further condition of performance by vendor. To the extent not otherwise provided for by the contract documents, the California Commercial Code shall apply. 38. AMENDMENTS AND MODIFICATIONS The Purchasing Officer may at any time, by a written order, and without notice to the sureties, make a modification to the contract or an amendment to the Purchase Order, within the general scope of this contract, in (1) drawings, designs, or specifications, where the supplies to be furnished are to be specially manufactured for the City in accordance therewith; (2) method of shipment or packing; and (3) place of delivery. If any such change causes an increase or decrease in the cost of, or the time required for, performance of this contract, whether changed or not changed by any such order, an equitable adjustment shall be made by written modification of the contract or amendment to the Purchase Order. Any claim by the Bidder for adjustment under this clause must be asserted within 30 days from the date of receipt by the Bidder of the notification; provided that, if Purchasing Officer decides that the facts justify such action, the Purchasing Officer may receive and act upon any such claim, if asserted prior to final payment under this contract. Failure to agree to any adjustment shall be a dispute, concerning a question of fact, within the meaning of the clause of these provisions entitled "Disputes". However, nothing in this clause shall excuse the Bidder from proceeding with the contract as changed. 39. DISPUTES Except as otherwise provided in this contract, any dispute concerning a question of fact arising under this contract, which is not disposed of by agreement, shall be decided by the Purchasing Officer, who shall reduce this decision to writing or mail or otherwise furnish a copy thereof to the Bidder. The decision of the Purchasing Officer shall be final and conclusive unless, within 30 days from the date of receipt of such copy, the Bidder mails or otherwise furnishes to the Purchasing Officer a written appeal addressed to the City Manager. The decision of the City Manager, or his duly authorized representative for the determination of such appeals, shall be final and conclusive. In connection with any appeal proceeding under this clause, the Bidder shall be afforded an opportunity to be heard and to offer evidence in support of the Bidder’s appeal. Pending final decision of a dispute hereunder, the Bidder shall proceed diligently with the performance of the contract, and in accordance with the Purchasing Officer's decision. 40. TERMINATION FOR DEFAULT A. The City of Carlsbad, California, hereafter referred to as the City may by written notice of default to the Bidder (subject to the provisions of paragraph (C) below) terminate the whole or any part of this contract, in any one of the two following circumstances: DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 38 1. If the Bidder fails to make delivery of the supplies or to perform the services, within the time specified herein, or any extension thereof; or 2. If the Bidder fails to perform any of the other provisions of this contract, or so fails to make progress to endanger performance of this contract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (10) days after receipt of notice from the Purchasing Officer specifying such failure. B. In the event the City terminates this contract, in whole or in part, as provided in paragraph (A) of this clause, the City may procure, upon such terms and in such manner as the Purchasing Officer may deem appropriate, supplies or services similar to those so terminated, and the Bidder shall be liable to the City for any excess costs for such similar supplies or services; provided, that the Bidder shall continue the performance of this contract to the extent not terminated under the provisions of this clause. C. The Bidder shall not be liable for any excess costs, if the failure to perform the contract arises out of causes beyond the control and without the fault or negligence of the Bidder. Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of the City in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restriction, strikes, freight embargoes, and unusually severe weather; but in every case the failure to perform must be beyond the control and without the fault or negligence of the Bidder. D. If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Bidder was not in default under the provisions of this clause, or that the default was excusable under the provisions of this clause, the rights and obligations of the Bidder shall be the same as if notice of termination for convenience had been issued pursuant to such clause. 41. TERMINATION FOR CONVENIENCE The Purchasing Officer, by written notice, may terminate this contract, in whole or in part, when it is in the best interest of the City. If this contract is for supplies and is so terminated, the Bidder shall be compensated in accordance with his auditable costs to point of Notification of Termination. To the extent that this contract is for services and is so terminated, the City shall be liable only for payment in accordance with the payment provisions of this contract, for the actual services rendered to the effective date of termination. 42. LABOR PRACTICES The Bidder shall comply with all Federal and State Laws, and City Ordinances where applicable, relating to fair labor practices and discrimination in the employment of persons. 43. INSURANCE Unless otherwise provided, Bidder shall cause City to be named as an additional insured on liability and/or products liability insurance concerning Bidder's performance, products, or equipment in amounts, scope and duration as may be required by the Purchasing Officer. Bidder shall provide evidence of Workers' Compensation Insurance covering all employees. DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E FIN2101 City Attorney Approved Version 6/12/18 39 44. LIABILITY AND INDEMNIFICATION Bidder agrees to defend, indemnify, protect and hold City, and its agents, officers and employees, harmless from and against any and all claims asserted, or liability established for damages or injuries to any person or property, including injury to Bidder's employees, agents or officers which arise from or are connected with, or are caused or claimed to be caused by the acts or omissions of Bidder, and its agents, officers or employees, in performing the work or services or supplying the materials or equipment herein, and all expenses of investigating and defending against same; provided, however, that Bidder's duty to indemnify and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers or employees. This shall not prejudice the right of the City to appear in such suit, participate in the defense, and take such actions as may be necessary to protect the interests of the City. 45. EQUAL OPPORTUNITY POLICY The City of Carlsbad will not discriminate with regard to race, religious creed, color, national origin, ancestry, disability, marital status, veteran’s status, sex, or sexual orientation or age in the award of contracts. 46. ANNUAL APPROPRIATION OF FUNDS Multi-year term supply and service contracts and leases are subject to annual appropriation of funds by the City Council. Payments made under term contracts and leases are considered items of current expense. Purchase Orders are funded when issued, therefore are current expense items and are not subject to any subsequent appropriation of funds. In the event sufficient funds are not appropriated for the payment of lease payments, or anticipated term contract payments, required to be paid in the next occurring lease or contract term, and if no funds are legally available from other sources, the lease or contract may be terminated at the end of the original term or renewal term and the City shall not be obligated to make further payments beyond the then current original or renewal term. The City will provide notice of its inability to continue the lease or contract at such time as the Purchasing Officer is aware of the non-appropriation of funds. However, failure to notify does not renew the term of the lease or contract. If a lease is canceled, the events of default will occur as described in the lease and/or Item 40 of these General Provisions. The City has no monetary obligation in event of termination or reduction of a term contract, since such contracts represent estimated quantities and are not funded as a contract except to the extent of the Purchase Orders already issued. 47. TEN PERCENT (10%) RETENTION The City reserves the right to withhold a ten percent (10%) retention on all Purchase orders until the supplies, services or equipment have been accepted. 48. QUANTITIES Estimated quantities are given as a basis for comparison of bids. The City does not, expressly or by implications, agree that the actual quantities will be purchased. DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E 3/30/2021 The Leavitt Group of Boise, Inc. 6220 N. Discovery Way, Ste 100 Boise ID 83713 Robyn Greene (208)672-6160 (866) 429-3119 robyn-greene@leavitt.com Day Management Corporation dba Day Wireless Systems 4700 SE International Way Milwaukie OR 97222 National Union Fire Insurance Company o 019445 Navigators Specialty Insurance Company 36056 New Hampshire Insurance Company 23841 Scottsdale Insurance Company 41297 21/22 Master A X X X $0 Ded X X GL 5342023 4/1/2021 4/1/2022 1,000,000 500,000 25,000 1,000,000 2,000,000 2,000,000 A X CA 3786644 4/1/2021 4/1/2022 2,000,000 B X X X 0 CH21EXC885592IC 4/1/2021 4/1/2022 5,000,000 5,000,000 C Y WC 025893651 (AOS)4/1/2021 4/1/2022 WC 025893652 (CA)4/1/2021 4/1/2022 WA Stop Gap X 1,000,000 1,000,000 1,000,000 D 2nd Excess Layer XLS0119143 4/1/2021 4/1/2022 5 x 5 Excess Layer Limit $5,000,000 City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services PO Box 947 Murrieta, CA 92564 support@exigis.com Ted Rice/ROGREE Y The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL &ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe underDESCRIPTION OF OPERATIONS below (Mandatory in NH)OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INS025 (201401) DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E DocuSign Envelope ID: F3D75490-E07E-4D13-AA77-B9B81DDE248E