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HomeMy WebLinkAbout06-City Administrator CI'~Y QF SAN BERN~DINO -REQUEST F~ COUNCIL ACTION From: Fred Wilson Subject: Resolution authorizing agreement Assistant City Administrator with Smith/Mitchell Leasing Services Daps. for equipment lease/purchase financing for 800 MHz trunked radio Date: September 19, 1994 communications system. Synopsis of Previous Council action: June 1994 -- Authorization given by Council to negotiate with Motorola for purchase of 800 MHz radio communications system. Dec 1993 -- Motorola awarded contract for purchase of 800 MHz dispatch and mobile radio equipment. June 1993 -- Motorola awarded purchase order for 800 portable 800 MHz radios. Oct 1992 -- Agreement approved with Omnicom to provide consulting services for implementation of City's 800 MHz trunked radio system. Aug 1992 -- Agreement approved with Motorola for purchase of MDT system. Aug 1990 -- Action plan represented to Council and approved. July 1990 -- City Administrator authorized to prepare plan for purchase and installation of 800 MHz system for City. Recommended motion: Adopt resolution. s, '~/ti~L_ ~ Signature Contact person: Fred Wilson phone: 5122 Supporting data attached• YeS Ward: I FUNDING REQUIREMENTS: Amount: $2.133,069.71 (financed over 10 years at annual cost of $303,600/yr.) Source:lAcct. No.l 001-092- 55500 Acct. Descri tion communications equipment / Finance: •/ ~ ! ~ f' / n CoungjlNotes: ~s•ozsz Agenda Item No.~ C) O STAFF REPORT The attached resolution and accompanying equipment lease purchase agreement execute the recommended method of financing this phase of the 800 MHz radio communications system. This agreement offers the City the most economical means of financing the system. We have pursued financing this system through various firms including Miller and Schroeder and the terms recommended by Smith/Mitchell are the most advantageous to the City. Smith/Mitchell is the firm which was competitively selected by the California Statewide Communities Development Authority (CSCDA) to provide tax exempt financing for general equipment purchases. CSDCA is a joint powers authority which is co-sponsored by the California League of Cities and California State Association of Counties. The term is 10 years at an interest rate of 6.30$. The payment schedule is provided in Schedule A and is structured in a manner that requires the City to pay a total of $303,600 a year for the ten year term. Since the radio system will be under construction for an estimated period of up to six months, the City will only begin to make payments starting on 4/30/95. The total payments in FY 94/95 will be $200,600. The FY 94/95 budget includes funding for this project. In addition, it is also proposed to refinance the existing three year lease/purchase for 300 portable 800 Mhz radios into this lease/purchase in order to help consolidate the various lease/purchase agreements for 800 Mhz and to help relieve the Asset Forfeiture Fund by extending the repayment terms for 3 additional years. The annual payments would be approximately $64,050 as noted on Schedule B. ~" ~,~--- ~.r r Y v~' 3A1(1 BERNtA,R®IN1'~ - REQUEST FQ~t COUNCIL ACTION From: Fred Wilson Subject: Resolution authorizing agreement Assistant City Administrator for the purchase of an 800 MHz Dept: trunked radio communications ~, system. Da~;~, September 21, 1994 Synopsis of Previous Coun;;il action: June 1994 -- Authorizaticn given by Council to negotiate with Motorola for purchase o~ 800 MHz radio communications system. Dec 1993 -- Motorola awarded contract for purchase of 800 MHz dispatch and mobile radio equipment. June 1993 -- Motorola awarded p uichase order for 800 portable 800 MHz radios. Oct 1992 -- Agreement approved with Omnicom to provide consulting services for implementation of City's 800 MHz trunked radio system. Aug 1992 -- Agreement approv•~d with Motorola for purchase of MDT system. Aug 1990 -- Action plan represented to Council and approved. July 1990 -- City Administrator authorized to prepare plan for purchase and installation of 600 MHz system for City. iecommeaded motion: i. Adopt resolutions. 2. That a contingency fund, in an amount not to exceed $49,500 be established; that the City Administrator be authorized (~'+~' to award and execute all contracts and any other documents associated with the project and to administer and execute change orders limited to the amount of the contingency. - Signature intact ~~e. Fred Wilson Phone, 5122 ~ ~pporting data attached: YeS Ward: 1NDING REQUIREMENTS: AmouM:$2,133,069.71 (financed over 10 years at annual cost of $303,600/yr.) Source: (Acct. No.) 001-092-5 5500 (Acct. Descriotion) communications equipment Finance:~~~~.(~~s~~~t~ mcil Notes• zez Agenda Item No.IfLs~-.a[-- CITY OF SAN BERN~iDINO -REQUEST F~i COUNCIL ACTION STAFF REPORT overview The City has been pursuing the acquisition and start up of an 800 MHz radio system for the City for the past four years. The need for the system was documented in earlier reports and is primarily based on the inability of the current communication system to accommodate existing and future growth. This agenda item addresses the implementation plan for the transition of the Police and Fire Departments to the 800 MHz system. The implementation plan for this project consists of the following elements: (a) Purchase and installation of a three-site 800 MHz radio backbone system. (b) Purchase and installation of Mobile Data Terminals for the Fire Department. (c) Contract with County of San Bernardino for installation/integration of 800 MHz radio backbone system. (d) Contract with County of San Bernardino for dispatch maintenance, backbone infrastructure maintenance, an9 MDT annual maintenance. (e) Purchase of radio equipment for Refuse Division. The total cost for the hardware and installation phase of the project is $2,133,069.71. Background In the three years preceding August 1990, the County of San Bernardino and the cities had been dealing with the issue of purchasing and installing an 800 MHz radio communication system. The County acted as the lead agency on this project and proceeded with the purchase and construction of a county-wide 80o Mhz system. in July 1990, the County requested all cities to make a decision relative to participating with the County or developing other alternatives. Based on a cost analysis performed at that time, it was apparent that the establishment and implementation of a city- owned 800 MHz system would be more cost effective than participating in a County system. -oaw Formal action was taken by the Mayor and Council in July 1990 in terms of directing the City Administrator to prepare an action plan for the start-up of a city-owned 800 MHz system. This action plan was developed and submitted to the•Mayor and Council on August 1990 which recommended that a two-phase process be implemented. The first phase was a purchase of mobile data terminals (MDT) system in order to achieve immediate savings in radio air-time usage with the second phase involving the actual development of the 800 MHz voice system. The contract for purchase of the MDT system was awarded in March 1992 and the project was completed in June 1993. The communication engineering work on the 800 MHz project began shortly after this date. Motorola was awarded the contract for the first phase of the 800 MHz radio project in December 1993 which involved the purchase of dispatch equipment and mobile radios for the police and fire departments. The cost for that phase of the project was i $1,486,398.36 and was financed over 10 years. 5 In June 1994, the Council authorized staff to negotiate with. Motorola, Inc. for the purchase of a City-owned 800 MH2 radio communication system. This authorization was given after the City and the County had conducted extensive testing of the channels assigned to the City and determined that they were interference free. implementation Plan Negotiations with Motorola were initiated shortly after Council authorization was received in June 1994. Initially, the goal of the negotiation process was to utilize Motorola as the prime contractor and negotiate a not-to-exceed price for which Motorola would install the system and guarantee that the system would function to the City's satisfaction. However, the price established by Motorola for this project was excessive by City standards. This forced staff to re-evaluate this project in an effort to reduce costs. The scope of the project was revised through a cooperative effort of the County of San Bernardino, Project Consultant and the City which still met the goal of a City- owned system but at a significantly reduced cost. The revised approach to this project includes: 1. Eliminating the concept of using Motorola as the prime contractor. Instead, contract directly with the County of San Bernardino to serve as system integrator. Although this approach eliminates the requirement for Motorola to guarantee overall system functionality, the County has significant experience operating their County- wide twenty two site 800 MHz system and has exhibited the ability to serve as system integrator to the satisfaction of the City's Project Team. Motorola had quoted a cost of $538,000 for this phase of the project. The County quoted a price not to exceed $250,000 for the same work. The savings to the City is $288,000. In addition, the attached agreement has been developed which outlines the County's responsibilities under this phase of the project. 2 p O 2. Purchase all equipment directly from the various equipment suppliers. The attached Resolutions have been prepared which award purchase orders to eight vendors, totalling $1,798,569.91. Under the concept of Motorola serving as the prime contractor, these equipment suppliers would have been under contract with Motorola to provide the equipment to the City for this project. By purchasing this equipment directly, the City in many cases is able to avoid the price markups by Motorola. The justification for the selection of each of these vendors is provided in Attachment A. These vendors are providing the various specialized components of this project. These components range from audio electronics to microwave components. 3. Purchase of mobile data terminals (MOT's) for the Fire Department. The Fire Department currently uses status signalling (SMT) in their fire engines to assist with call dispatching. The cost to interconnect SMTs to 800 MHz was $100,000. Due to the limited application of SMTs and the high cost, it was determined that it would be more cost effective to purchase MOTs. MOTs will also provide substantial benefits by enhancing the safety of the fire fighters and the public because of access to data bases that include hazardous materials, residential and business addresses, and error free transmission of information between dispatcher and field unit. Rather than a single direction system of status signalling, the MDT system provide full bi-directional data communications. As noted above, the overall savings to the City under this approach is approximately $288,000. Extensive testing has also taken place in terms of radio coverage and, as a result, both Police and Fire are confident the system can function to acceptable public safety standards. The purchase of mobile radios for the Refuse Division is also included in this contract. Communication between equipment operators and supervisors has been identified as an essential need in order to improve the operation of the Division and to maximize the use of refuse collection equipment. To optimize its investment, the Department elected to defer the purchase of radio equipment until the ii00 MHz system became available. The cost is $116,617.89. It should also be noted that all other local government radios users will also have to migrate to 800 MHz. A phased implementation plan will be developed through the annual budget process to ensure that this transition occurs by 1996. The cost summary for this project is provided in Attachment B. As noted on this summary, the total cost is $2,328,919.71. Of this ,.+. total, $195,850 is a combination of maintenance agreements for (1~,, backbone infrastructure and mobile data terminals and annual recurring costs for microwave leased services with the County of San Bernardino. A separate agenda item address these issues in more detail. 3 Q An accompanying agenda item recommends a financing plan for this purchase. Zt should be noted that the first phase of the project was approved by the Mayor and Common Council in November 1993 which involved upgrades to the City's dispatch system and mobile/portable radio purchases. The total cost for this portion of the project was $1,536,000 and was also financed over 10 years at an annual cost of $23b,000. The total amount budgeted for 800 MHz in FY 94/95 was $675,000. C C 4 © ATTACHMENT A ~, VENDOR LIST Motorola Communications and Electronics, Schaumburg, ILL -- The only supplier and manufacturer of the Smartnet II 800 MHz trunked radio system. This system was chosen because of its features, and because of cross compatibility with the other identical systems being used by the County of San Bernardino, and the West End Communications Authority. The County has an established contract pricing list that was the result of the original negotiations with Motorola. This contract pricing has been the basis of most public safety purchases in San Bernardino County, including the systems constructed by West End Communications Authority. The City is able to secure this same pricing. Talley Electronics, Santa Fe Springs, CA -- In business for over thirty years, Talley electronics is the largest distributor of transmission cable, connector, antenna, and other communications system level products in Southern California . Talley has been the prime component supplier for virtually all Los Angeles, Orange County, Riverside County, and San Bernardino County Communication suppliers and integrators. The County maintains a contract with this supplier for pricing, and the City can use the County pricing schedule. We can expect the best pricing from this vendor. TXlRX Systems -- All of the bi-directional amplifiers currently being used to support system fill in the County of San Bernardino systems use TX/RX units. This is the only manufacturer of this particular communications component. Therefore, this purchase qualifies as a single source vendor. Ball Corporation, Anaheim, CA -- Manufacturer of Cesium and Rhibidium frequency standards. Motorola has selected this manufacture's product as the primary frequency standard for all of the Motorola simulcast B00 MHz trunked systems. If purchased through C`"~r'' Motorola, the product would be over S70,000 additional due to markups. Because of the unique technology of this product, this is a sole source vendor. Western Multiplex -- The Company has been around for years, and supports their products well; and, is currently the manufacture of choice by the County of San Bernardino's Microwave Group for this class of equipment. Because of the unique technology of this product, this is a sole source vendor. Material Techniques -- Local fabricator and supplier of low cost metals, panels, materials, for system integration; used by the City and County for short lead delivery of integration supplies. The County maintains a contract with this supplier for pricing, and the City can use the County pricing schedule. We can expect the best pricing from this vendor. Carrigan Enterprises -- A local supplier of audio electronics determined by the City's Fire Department to be the competitive vendor for audio support electronics for the fire station call alerting. Also, the City presently maintains an active contract with this vendor, for this type of service. Inland Overhead Door -- A local overhead door sales and service company determined by the City's Fire Department to be the competitive vendor for maintenance and modifications to the fire station doors. Also, the City presently maintains an active contract with this vendor, for this type of service. PRC, Inc. -- CAD software vendor of the City's CAD and MDT software. All required modifications to the City software can only be performed by this vendor to maintain ' compatibility with all previous versions of software. ' ~ oATTACHMENT B NRO.IECT SUMMARY (1d 12 Motdh Year) DanxlpllOn Cod SulNotd/iotd Eq~lplflant $1,681,951.82 IMaprc8lon $285,000.00 ~Y $49,500.00 800 MFIs IndaMaNon and Itardwaa Told S2A16,451.82 Rahata Dapodmalf Wad/I~AobOO EgYtplMrM: S716b17.89 • Amual RaouAnp Lae~ad SanAcas Told $70,240.00 • 8ackhorw Male?bnar~ S76A10.00 AAobBa Data Tarmirwl Amual Matr~tanonoa S49,200.00 Told $312,467.89 =2,528,919.71 Note: The Amud Recurthp arxi Mahtenanoe cods curl be prorated for the tecorid half of the fatcol year: Thle wll reduce the hirrlediote lklanclal Head by $73,325.00. 3 9B'd 69?C?8S6B61 O1 dMONMO~ ilOtld ZI ALB ?•6Ii1Zi6B ~ -: DNedpilon Cod Tax Fn{DhY Toial 800 MHzSystem (Motorola) 579,110.63 44,943.07 7,248.88 631,302.58 SIPTemNnal 11,747.00 910.34 130.00 12,787.39 Polk:e Lopplnp Recorder/+Inafo6atbn $140.000.0 - - S140~DOD.OD 0 Smelt CeN and Console Interfaces 179.226.22 13,890.03 2,240.33 195,356.58 MOSCAD 102,165.52 7,917.83 1,277.07 $111,360.42 fire Station Audb Support EleCtrCNcs - - - S92A00.00 Flre AADTTem~inab (34) 163,132.00 12.642.73 2,040.00 $177,814.73 Spare MDT TerrninaB (10) 47,980.00 8.718.45 600.00 57,298.45 MDTCAD/Host Software 0'RC) S46.OOO.t)D S46A00.00 MDT Ir>ataNatton, Mounts, Printers $23,486.00 TaIIBy EbctroNcS (Antenna hardware, - - - $93.533.79 cable, UPS, connectors, acceaorles) /'^ Boil/Efratom frequency Standard - 32b40.14 ~r W~or^ - $21,570.69 microwave for smaA ceY system) ~ - $46,749.00 , Total - - - 11,6lt,9b1.a2 rrfepnanon : (hrotwse order ro Rr CoirMy, wMh a oopY. San BemardN~o County 8001ntepratlon ;~~ppp,Op ~r • 18'd L9tiS?BS6B6T 01 d718NM0O MOO! SI ~1B ?66ti TZi6B connno.nc,? : c~.a puroi~. ardas wN1? a o0p): _ o•n Motorola carts s2o~oo0.00 Com Servo S10A00.00 Taley CommuNcatbna $12.000.00 Mafedal Techniques (Local Verxlor) $2,500.00 Electron~a ~ppy $2,500.00 ~ay~ $2,500.00 Total 149,500.00 One-Ti1N 1NaoMraw MM~ogoMon CoMNs; WlCrlpllon Cly UnM CoM E~drnded Sut~tet to RfaHo mcrowave dreulis• 11 $136.36 $1,600.00 Jurupa to RlOlto mkxOwave clrcuRa' 11 S 136.36 S 1,500.00 ~, ibalfo to LJtt1®Mht microwave CIrCUItS 14 $1.600.00 S22,A00.00 Remote Operators mlaowave dra4ls 6 S 1.600.00 59,600.00 Told 1.16,000.00 Reluse DeparhnerN Rued/MabYe EqulpnwNft: DNgfptlon Cosf Tmt fnlplM Toil EquipmentTotd $101.009.64 $7.828.25 51,560.00 $110.397.89 InstaYotlon $6.220.00 S6~20.00 Total - _ _ =116,617.69 G S BB'd~ 69fCf8S6B6i Ol dMBMMO~ N071d ft~1B f661/lZ/6B Q W/ ~, Anrr,al R.a.rrm Galt csrocdpnon cy un8 Cost 6dended Sunset to Rialto m~rowave circuits 11 S60.00 S7,920.00 Jurupa to Rialto rrdcrowave circxrits 11 S60.00 S7,920.00 IBalto to Little Mtn miorowave ckcuHs 14 S60.00 S10.080.00 Remote Operators mkxowwe circuits 6 S60.00 S4,320.00 Subtotd S30.240.00 Srrrroel Rack Spooe: 1-Mtenna System, 5 S4000 S20,000 1 Trunlrhp CarNroller; 2{10 Base StWbnlauikcellanous sJ. Jurupa Rock 3poce: 1-Mtenna 5 S4000 S20,000 System, l TMklnp ControNer, 2{10 Bose Statbnl-Ml6cellanous s), ~pta ~S40.00-00000 Arrxiat ItecunNp Leased Servlesro Tok/ E70.?AGAO C Asrnual lookbone Intaslnrchs» MaYftena~ Apeemenlrx Desedpllon Cly tlrYt Cost Extended Corrodes Orxdudes Cam, Contde 9 4,660.00 541.850.00 Bectronics (O 387.50/monfh/COrroole) Subtotd -~ Base Station 25 960.00 S24,000.00 2-Prime SMe Confrolers 2 960.00 S1,920.00 2- Remote Site Contrdlen 2 960.00 S1,920.00 Mtenna Systarr% amp,'combhera 3 960.00 52,880.00 . Simticast EgmlcnoMwve; DSU; VWen; 4 960.00 53,840.00 MDT base statbro/BSC2100/18GHt equipment; Subtotal $34,560.00 Arrx,ot Eackbonr~AalM.nano. Tors =~6.4rooo 6 60'd 69?CYBf6961 O1 dtlBMMOJ M071d fl~LB Y661i1Zi60 o ~Mrwd loll. Dale Tarsrhrd Mdrdasarre ~ uNtcasf MobHe Darts Temlkialt 164 S25/month S49,200.OD Total ~AOI~Ye Maud MdnNnanCS? 549,200.00 ~AOIILE/PORTMLE SAl11~liEWANCE The fotowing annual maintenance agreement proposal maintenance respor>slblltiea (submitted by me County of San 8emardk~o, and consistent with the quotalbn from Motorola) wlu be assumed by the City's conlrnunlcatioru malrlterlanceshop: MrNSaI MobYe/Porlabb MdnNrranw AarNaNrds: D..crlp0on Cy urol cos E>~nded Portable Equlpmerrt 30o sb~monm 521.600.00 Moble Equipment 325 S6/rnonm s23,400.00 d^ Tartal Mob1e Mnud MalnNnance 545ADOm 61'd 691Cf8S6l6I Ol dOBNM00 MOild GI ALB 166IiiZi6B 11 © RESOLUTION NO. 2 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING AN AGREEMENT WITH THE COUNTY OF SAN BERNARDINO FOR IMPLEMENTATION OF $ AN 800 MEGAHERTZ (MHZ} RADIO COMMUNICATIONS SYSTEM FOR THE CITY OF SAN HERNARDINO. 4 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF 5 SAN BERNARDINO AS FOLLOWS: 6 SECTION 1. The Mayor is hereby authorized and directed to 7 execute on behalf of the City an agreement by and between the City g of San Bernardino and the County of San Bernardino fcr the 9 implementation of an 800 Megahertz (MHz) radio communications 10 system for the City of San Bernardino. 11 SECTICN 2. The authorization to execute the above referenced 12 agreement order is rescinded if it is not issued within sixty {60) 13 days of the passage of this resolution. 14 I HEREBY CERTIFY that the foregoing resolution was duly 15 adopted by the Mayor and Common Ccuncil of the Ci*_y c. San 16 Bernardino at a meeting thereof, held on the dayl fir" 1i of 1994, by the following vote, to wit: I i 18 / / / / i 19 / / / i 20 / / j ! 21 / J l I / ~ ///!/ ~ ! 1 / 1 f 24 / / / / 25 / ' / / / 26 / / / / / 27 / / / / / 28 ! / / 1 / OF 800 MHZ SYSTEM ,.,~ f'r.~.' 1 ~ , 2 3 Councilmembers AYES NAYS ABSTAIN BS NT 4 NEGRETE b CURLIN f s HERNANDEZ i OBERHELMAN 8 DEVLIN 9 POPE-LUDLAM 10 MILLER 11 12 City Clerk 13 The forego±ng resolution is hereby approved this __day cf 14 i7~~.. 15 C Tom Minor, Mayor 16~ City of San Bernardino li Approved as to form i and legal content: i 18I JAMES F. PE:TMA:7 I I 19 City Attorney I 20 By' 21 22 Z3 24 25 26 l I 2i { 28 I -z- T718LE OT COaiTENTB O , ARTICLE 1 STATEMENT OF PERFORMANCE 2 1.0 COUNTY~s Performance 2 1.1 Staging Area 2 1.2 FCC License -Authorizations 2 1.3 COUNTY Facilities/Sites 3 ARTICLE 2 TERM - IMPLEMENTATION AND PERFCRMANCE SCHEDULES 3 2.0 Tera 3 2.1 Implementation Schedule 4 2.2 Performance Schedule 4 ARTICLE 3 CITY PERFORMANCE a 3.0 CITY Obligations 4 3.1 Eq•~ipment and Parts Procurement 5 3.2 ace "SHz RCS Sites 5 ARTICLE 4 CO"1TR~CT PRICE 6 4.0 Price 800 MHz RCS Implementation - Integration 6 4. 1 Tai ~s 6 4.2 Payrent Scher.'•~le for Implementation _, .._:ices 6 ARTICLE 5 C'TY APPROVAL OF ..OUNTY DOCUMENTS y:~0 SPECIFICATIONS 7 ARTICLE 6 a00 MHz RCS PERFORMANCE AND ACCEFTANCE TESTING 7 6.0 a00 MHz RCS Acceptance Test Plan 7 6.1 External Testing 8 6.2 Functional Testing 9 6.3 Performance Testing to 6.4 Test Responsibility 10 ARTICLE 7 INSTALLATION AND STANDARD OF WORK 11 7 . o Installation 11 7.1 Standard of Wort. 11 ARTICLE 8 DISPJTES 12 8.0 General 12 8.1 Procedure 12 8.2 Attorneys Fees 12 . I . O O ARTICLE 9 LIABILITY 13 9.0 Indemnification and Insurance 13 ARTICLE 10 RIGHT TO RETAIN CONSULTANT (S) 15 ARTICLE 11 EXCUSABLE DELAYS OF PERFORMANCE 16 ARTICLE 12 CHANGES, DELETIONS OR ADDITIONS TO AGREEMEtIT 16 ARTICLE 13 INCORPORATION OF EXHIBITS AND DEFINITION OF "COUNTY" AND "CITY" 17 13.0 Incorporation of Exhibits 17 13.1 Definition of "COUNTY" 1~ 13.2 Definition of "CITY" 18 ARTICLE 14 ORDER OF PRECEDENCE BETWSEN AGncE:?ENT AND EXHIBITS 18 ARTICLE 15 GEiIE.RAL PROVISIONS 18 15.0 C^:ascruction of Provisions and T.~les Herein 18 15.1 - .._-ber of Originals 18 15.2 severability 19 15.3 c~licable L?•a and Enforcement 19 15.4 =..-erpretation 19 15.5 _:-.e of. Effectiveness. 19 15.6 integrated Agreem.:nt 19 15.7 .-.-endment 2J 15.8 '3reach 20 15.9 :+ondiscrimination and. affirmative Action 20 II C © a _ EXHIBIT A STATEMENT OF WORK Attachment 1 overall system Configuration . Attachment 2 Equipment lists (equipment to be provided by CITY) Attachment 3 Trunked Systems General Description EXHIBIT B PARTS AND EQUIPMENT TO BE PROVIDED BY "CITY" EXHIBIT C IMPLEMENTATION SCHEDULE EXHIBIT D PERFORMANCE SCHEDULE EXHIBIT E CURRENT SITE LICENSE AGREEMENT III t AGREHMENT SETWESti TES COQNTY Ol 8A11 HERNARDINO AND TEE CITY OF BAN HERNARDINO !OR IMPLEMENTATION OF AN 800 IISaAEERTS RADIO CO]QIIIITICATIONB SYSTEM FOR TEE CZTY OF SAN BERNARDZNO This Agreement is entered into by and between the County of San Bernardino, California, a political subdivision of the State of California (hereinafter referred to as the "COUNTY") and The City of San Bernardino, California, a Political subdivision of the COUNTY of San Bernardino (hereinafter referred to as the CITY") with respect to the following facts: WITNESSETH: WHEREAS, the CITY desires to independently purchase the parts and equipment necessary to implement an operational 800 Megahertz Radio Communications System ("800 MHz RCS") for a city-wide integrated public safety radio communications system operating in the 300 megahertz band. WHEREAS, the CZTY desires to purchase services from the COUNTY to i^plement and integrate an operational 800 MHz RCS for a city-owned public safety radio communications system operating in the 8.00 megahertz band. WHEREAS the parties hereto wish to enter into an Agreement pursuant to which the COUNTY shall perlorm the work and furnish the services as more particularly dascribsd herein for the consideration and upon the terms and conditions as hereinafter provided. NOW, THEREFORE, in consideration oP the about premises and of the covenants and representations herein contained, the parties hereto covenant and represent as follows: . 1 ' ARTICLE G STATIIlSNT Od PERPORNANCLO 1.0 COUNTY'S Performance ~, COUNTY shall design, install, integrate, interface and test the 800 MHz ACS as identified and described in the Agreement, and as more particularly described in Exhibit A, the document entitled Statement of Work. In so doing COUNTY shall perform the work described in said document and notwithstanding any other provisions of this Agreement, perform such other work and deliver such other items as are necessary to ensure that the B00 MHz RCS for which COUNTY is responsible hereunder meets the operational and other requirements set lorth in this Agreement. The COUNTY guarantees its work (design, install, integrate, interface and test) and more partic~.:larly described in Exhibit A for a period - of one year from acceptance by the CITY of COUNTY'S work. COUNTY will only guarantee performance of equipment ~.:ithin manufacturer specifications. COUNTY will not Guarantee RCS coverage performance. COUNTY will maY,e e•:erg effort tc maximize coverage and offer solutions to maximize operational effectiveness. The COUNTY does not guarantee or warranty any hardware or equipment purchased by the CITY. 1.1 Stag,~g Area The COUNTY will provide such a facility, the facility will be utilized on this project fox staging, inventory, and equipment check-out prior to installation at the sites. CITY and COUNTY will jointly inventory equipment at the staging area. 1.2 ACC License - Authorizations The COUNTY is solely responsible for obtaining any licenses ar other related authorizations required by 2 the Fedd!!S1 Communications Commissions ("FCC").. Neither CITY nor any of its employees is an agent or representative of the COUNTY in FCC matters or ~' otherwise. The CITY shall compensate COUNTY for any and all costs associated with obtaining said licenses or other related authorizations required by the FCC. These costs are included in the price of this agreement and will be billed on an actual cost basis. 1.3 BOUNTY Facilities/Sites The COUNTY shall, provide ingress and egress to COUNTY'S owned ar leased facilities and/or sites as reasonably requested by CITY and have such facilities available ter inspection of the equipment to be installed. COUNTY will allow CITY or its authorized agent access to same for inspection and maintenance of _ its equipment after installation is completed and for as long as :,ITY's equipment is located at COUNTY'S facilities cr sites. *ccess will be governed by the terms and conditions specified in the site license agreement. Exhibit E is the current agreement between the CITY and the COUNTY. Schedule A will be modified to delineate site license changes required by this Agreement. ARTICLE 2. TERM - IlIPLEMENTATI011 8C8EDQLE AND PERP0R1SAliCE BCEEDDLEB 2.0 Term The term of this Agreement shall commence on its affective date and terminate when all performance required hereunder is complete. The effective date is the date this Agreement is approved by the San Bernardino County Board of Supervisors as indicated on the signature page. However, all performance required under this contract shall be ~~"^ ~ 3 fir' completed within six (6) months o! the ® eipt of the-800 'MHz RCS equipment. ~„r 2.1 ~p~ementation Schedule An Implementation Schedule shall be prepared by COUNTY. The Schedule shall indicate the 800 MHz RCS tasks and related sub-tasks (including installation and testing, etc.) to be performed, the time frames said tasks and sub- tasks shall he completed, and a projected completion date (See Exhibit C;. The detailed implementation schedule shall be a post contract signing deliverable. However, such completion date shall be no longer than six (5) months after the receipt of the 800 MHz RCS equipment, unless an extension of such completion date is agreed to by both parties in writing. 2.2 ornar.ce Schedule A Performance Schedule shall be prepared and updated as necessary *_c indicate the actual and projected completion dates of t:~e tasks and sub-tasks identified in the ~, Implementation Schedule. see Exhibit D. However, such completion date shall be no longer than six (6) months after the receipt of the 800 MHz RCS equipment unless an extension of such completion date is agreed to by both parties in writing. ARTICLE 3 CITY PERFORMANCE 3.0 QTY b~' COUNTY'S ability to reasonably and substantially meot its schedule obliga*_ions is in part dependent upon the CITY adhering to its obligations as set forth in this Agreement and Exhibits hereto. The parties agree that any failure in this regard may adversely affect COUNTY'S ability to perform. In this connection, the CITY agrees to inform 4 COUNTY, at the earliest time reasonably possible, of any projected inability of the CITY to adhere to its obligations. COUNTY will reasonably cooperate with the CITY to minimize, and if possible eliminate, the impact on COUNTY~s work of any projected inability or failure of the CITY or the CZTY~s other contractors to adhere to its obligations. 3.1 zauinment and Parts Procureme++r The CITY agrees to purchase all 800 MHz RCS parts and equipment necessary to iaplement and integrate an operational s00 2SHZ RCS as identified in Exhibit 3. Additionally, due to certain unidentified operational requirements, the CITY agrees to provide open purchase orders with Gpecific vendors/suppliers to enable procurement cf parts and equipment as necessary to meet these require:~ents as delineated in Exhibit B with specific "not to exceed" amounts. ('~"~ 3.2 $00 *?N~ ?CS Sites err The CITY 3yYEES to lease space at the COUNTY's Juzupa, Sunset, Rialto and Little Mountain Radio Sites. The CITY agrees to furnish, develop or otherwise, make available a site to be determined on the Northeast side o! Shandin Hills. In addition the CITY agrees to provide access to the San Bernardino City Hall site. Should it be determined by either CZTY or the COUNTY during the course of performance on this Agreement that the CITY sites or configurations selected are no longer available or desired, a new site or configurations will be selected. If any price adjustue:~ts are necessary as a result of these new or replacement sites, such price adjustments will be added to this Agreement by change order in accordance with ARTICLE 12 of this Agreement. The CITY and COUNTY shall independently negotiate said leases with COUNTY. Tho terms 5 ~~r"r'~~ 0 and conditions of which hre delineated in the site lease agreement. The annual Costs are set by the COUNTY's Schedule of Fees, Chapter 2, Division 6, Title 1 of the San Bernardino County Code. ARTICL)C CONTRACT PRICB 4.0 Price - 800 MHz RCS Smolementation - Tnte wtinn For and fn consideration of the 800 MHz RCS implementation services to be performed by COUNTY as described in this Agreement and its Exhibits, the CITY agrees to pay COUNTY on a time and material basis not to exceed two hundred eighty-five thousand dollars ($285,000.00). This price covers both system integration and microwave circuit installation on COUNTY microwave transport. This price does not include parts and equipment to be provided by the CITY as Identified in Exhibit B of this Agreement,. 4.1 axes (a) Sales ":ayes. Use Taxes and Excise Taxes All prices contained herein are inclusive of any State of California Sales Taxes, but exclusive of California Use Taxes or Federal Excise Tax, if any. 4.2 ~avment Schedule for Imelementation ServicesSChedule for Imelementation Services COUNTY shall be paid by the CITY on a time and material basis in accordance with this Agreement within thirty (30) calendar days after receipt of COUNTY's invoice. COUNTY shall submit its invoices, once a month for approval prior to payment thereof to: M.I.S. Division - Basement City of San Bernardino 300 North "D" Street San Bernardino, CA 92418 6 Payment~rtlall be sent to Department of Information Services Radio Division 1703 W. Miro Way Rialto, CA 92376 ARTICLE 5. CITY APPROVAL OF COIINTY DOCVMENTB AND 3PECIFICATIONB Notwithstanding any other provision of the Agreement, approval by the CITY of COUNTY's design documents and specifications, or any part thereof, shall not relieve COUNTY of the responsibility to meet all of the requirements for the 800 MHz RCS integration as set forth in this Agreement and to correct any errors or omissions in said documents. ARTICLE 6. 800 ME8 RCS PERFORMANCE AND ACCEPTANCE 6.0 800 ::~z RCS Acceptance Test Procedure The CoL^::~_ in conjunction with the CITY has prepared the following Acceptance Test Procedure ("ATP") which identifies the general procedures for testing all of the 800 Dixz RCS equipment functional and operational requirements and the conditions for the CITY's acceptance of the COUNTY'S work as set forth in this Agreement. The ATP requirements are set forth below. The conduct of the ATP will follow Implementation. The specilics of the procedure will be dependent upon the actual hardware delivered by the various vendors. The CITY agrees that the requirements of the ATP are as follows: 1. The COUNTY will verify that equipment provided meets manufacturer's specifications both operationally and functionally. 2. The system will be integrated and optimized to 7 operat~Within manufacturers speciOfications. 3. While there are NO system coverage guarantees,the COUNTY will make reasonable effort to maximize coverage capabilities of the CITY's RCS. The CITY agrees that COUNTY can use the basic performance characteristics of the COUNTY's Valley system as a baseline in evaluating the CZTY's coverage performance. The COUNTY wi:l document the actual coverage of the CITY's RCS. 4. The CITY =ecognizes that the COUNTY is responsible for all 800 MHz licensing and that specific operatic^al conditions must be met by any agency utilizing the 800 MHz channels. Compliance with these conditions may affect CITY RCS performance. 6.1 EXternsl Testing External testing has twc primary objects: 1. To er.s~sre that the CITY supplied 800 MHz equipment will rot cause harmful interference to co-channel and adjacent channel users. 2. To provide test data that will establish the actua: ' operating conditions of the CITY's RCS. External testing will be a series of testa made to determine the CITY's systems capability of meeting the primary objectives. (a) Repeater Stations (1) Transmit Frequency _ (2) Transmitter Deviation (3) Transmitter Power Output ('4) Forward and Reflected Power at Combiner Output (5) Insertion Loss of Combiner 8 (6) Receiver Frequency ~ - (7) Receiver 12 db SINAD Sensitivity (b) Coverage Tests (1) Veice ta_;c-out and talk-in tests (subjective), and objective testing, to be conducted at each site to establish limits of coverage for each site for portable, in-vehicle and out-of-vehicle. For eut-of-vei?icle testirq, portable antenna at face height (approximately 5'). Coverage tasting will be conducted from each site. The COUNTit will identify and provide to CITY coverage pars*~eters of the system. COUNTY will not guarantee coverage within the operational area of the CITY. (2) voice talk-out tests to ascertain the simulcast overlap distortion areas (she locations, areas a r.3 degree o1 distortion-voice tests). This testing will cover the CITY's Simulcast system. (c) Voting comparator (1) operational testing to ba conducted to verify end-to-end proper functioning of each channel of each comparator. 6.2 Functional Testing Based on manufacturer's specifications, the COUNTY will perform functional testing for each piece of equipment and its related software. The test shall include, but not be limited to: (a) Repeater Stations (i) Local operating Controls (2) Time-out-timer (3) Drop Out Delay Timer 9 ~r o (4) R~eater Enable/Disable (5) Remote Operating Controls (6) Trunked Operation (7) Control Station (8) Simulcasting (b) Voting Comparators Operation (c) Control consoles The COUNTY will only guarantee that the equipment meets manufacturers ~pecificatione and that the equipment has been integrated appropriately to meet the CITY's operational requirements. 6.3 Performance Testing The test methodology for qua..cifyinq and validating, as appropriate, the performance of the total system functianalitr and operability will bE those tests accepted by the industry for a comparable Trunked system and associated radio dispatch function. C 6.4 Test Responsibility The conduct of the 800 MHz RCS Acceptance Test Procedure, and all testing identified by any terminology (e.q. unit testing, factory testing, program testing, systems testing, installation and preliminary testing, external testing, internal testing, functional testing and performance testing) shall be the responsibility o! COUNTY. It is recognized that a variety of testing procedures and equipment may be utilized to conduct a particular test or to verify a particular specification. Therefore, COUNTY will be afforded latitude in this regard provided the methods proposed are regarded as acceptable in the industry and acceptable to the CITY. All tests shall be witnessed by CITY personnel and the resulting data shall ba attested 10 to and signed by COUNTY and the CITY representative. The lormat to be used for recording of test program data shall fir' be submitted to the CITY for written approval prior to testing. All recorded test data shall be dated, witnessed and signed by a representative of the CITY and a representative of COUNTY. The entire test data shall be presented in a single test report, certifying that such test data verifies that the tested elements of the system meet required specifications and performance criteria. The CITY agrees that completion o! the tests and the corresponding documentation will signity completion of COUNTY's work as delineated in this agreement. ARTICLE 7 INSTALLATION AND BTANDARD OF 1fOR1~ 7.0 Installation COUNTY shall Burnish all labor required for unpacking and • placing of the deliv:._ed hardware and software in the p'~, appropriate locations at the designated facilities. The equipment, software and rely=ed hardware shall be installed and place3 in working order by COUNTY at their fins delivery locations. COUNTY reserves the right to sub- contract for services as necessary to meat COUNTY'S obligation as delineated in this Agreement. 7.1 Standard of work COUNTY shall perform all services required pursuant to the Agreement, including but not limited to, the installation of all equipment, in the manner and according to the standards of those observed by a competent provider of services in the business in which COUNTY is engaged. In the event that COUNTY, in its reasonable 'judgement, determines that a particular practice or procedure is inappropriate in a particular situation, COUNTY may follow whatever practice or• procedure it deems appropriate ~, 11 providing that such practice or procedure shall be at least that o! the standard observed by a competent provider of 1"~ services in the business in which COUNTY is engaged. fir/ COUNTX agrees to notify CZTY of any such changed practices or procedures, either prior to implementation, if practicable, or it not, as soon thersatter as is practicable. ARTICLE 8 DISPOTES 8.0 General "Dispute" shall include every controversy arising under or in connection with this Agreement, ita performance, or any acts or events done or occurring in connection with the eoo MHz RCS. 8.1 Procedure Any dispute by CITY shall be presented to the COUNTY for its consid_ration and resolution through the COUNTY's 800 ~"` MHz RCS Escalation Sequence. The COUNTY Escalation v Sequence is: (1) The COUh~PY's Radio Division Chief; (2) Director of JMS; (3) COUNTY AAO/GSG. Any Dispute by COUNTY shall be presented to the CITY for its consideration and resolution through the following procedure: (1) Director of M.I.S.; (2) CITY Administrator; (3) Mayor. Nothing herein is meant to limit the rights of •ithar party available by law. 8.2 Attornev's fees in any action at law or in equity by the CITY or COUNTY for recovery of any sum due under this Agreement, or to enforce any of the terms, covenants or conditions contained herein, the prevailing party shall be entitled to reasonable attorney's fees in addition to costs and necessary disbursements incurred in such action. 12 G 4 ARTICLB 9 LIABILITY 9.0 Indemnification and Insurance indemnification (a) The CITY agrees to indemnify, defend and hold harmless the COUNTY and its authorized agents, officers, volunteers and employees against any and all claims or actions arising from CITY'S negligent acts or omissions and for any costs or expenses incurred by the COUNTY on account of any claim therefore. The COUNTY agrees to indemnify, defend, and hold harmless the CITY and its authorized agents, officers, volunteers and employees against any and all claims or actions arising from COUNTY'S .negligent acts or omissions and for any costs or expenses incurred by the CITY on account of any claim therefore. Insurance (b) CITY and COUNTY acknowledge that each party ie legally self insured for Workers Compensation and for Comprehensive General and Automobile Liability. Each party shall provide a certificate of self insurance to the other. CITY and COUNTY accept such self insurance as satisfying the insurance and workers compensation requirements under this contract. /"` 13 ~, Insurance Review (c) Should any insurance issues arise during the term of this contract, the COUNTY'S Risk Manager and the CITY'S Risk Manager shall meet and resolve these issues to the mutual agreement of the parties. 71RTICLE 10. FZGHT TO RET711lT 1? CODTBIILTEE'E(B) The CITY shall have the right to retain consultants and firm(s) in an advisory capacity to assist tha CITY in reviewing COUNTY~s progress and technical efforts, and to assist the CITY in other matters as the CITY may deem appropriate. Upon notification by CITY~s repreaantative that a person or firm has been rktained by tha CZTY as a !/// ?rr` / ! / / //// //// //// //// //// //// //// //// //// //// , //// //// //// "'` 14 ~r++ consultant on this project, COUNTY agrees to cooperate with ' the consultant as if it ware a CITY employee working on this project. ARTICLE 11 EZCIIBAELE DELAYS OF PERFORMANCE The parties obligations to perform under this Agreement shall be suspended, without the incurring of any financial liability, when and for as long as such performance is prevented by reason of any of the following cases: (a) acts of God, (b) operation of law, (c) the inability to obtain necessary materials, supplies or equipment by reason of appropriation or use thereof by the State or Federal Government, (d) any acts of the enemies o! the State of California or of the united states of America, (e) an industry-wide strike, (f) mob violence, or, (q) fire and delays in transportation, to the extent that they are beyond the party~s reasonable control. The Implementation Schedule shall be adjusted consistent with the term of this delay. ARTICLE 12. CHANGES, DELETIONS OR ADDITIONS TO AGREEMENT 12.0 COUNTY Request In the event that the CITY or COUNTY identifies changes or deletions to the work tasks specified in this Agreement or additional work to ba performed within the scope of the work set forth in this Agreement, the requesting party shall submit a request for such changes, deletions or additions, in writing, in the following manner: (a) The nature of the change, deletion or addition requested including a brief description o£.any new or altered requirements, a description o! the requested work to ba changed, deleted or added and, to the extent possible, reference to the portions of the 15 Agreement, including exhibits or attachments or other documents which will be affected. (b~ Proposed change, if any to the Implementation Schedule. ARTICLB 13. INCORPORATION O! EZBIHITB AND DElINITION O! "COUNTY" AND "CITY" 13.0 Incorporation of Exhibits The following Exhibits are hereby incorporated into and made a pa.t of this Agreement wherever retsrred to as though set forth at length, except where certain portions of specific Exhibits have been deleted or superseded by other sections of the Agreement. Exhibit A Statement of Work Exhibit B Parts and Equipment Exhibit C Implementation Schedule Exhibit D Performance Schedule Exhibit E Current Site License Agreement Any reference to the "Agreement" in these documents includes this document and Exhibits A through E. The effect, significance and applicability of the various Exhibits or Sections thereof are ~s specified in th^se portions of the Agreement which make specific reference to them. 13.1 Q,gfin~tion of "COtndTY Unless otherwise specified, whenever the term "the COUNTY" or "COUNTY" is used in this Agreement, it shall mean and include the County of San Bernardino, its olficers, agent and employees. 16 13.2 ion of CITY O Unless otherwise specified, whenever the term "CITY„ is used in this Agreement, it shall mean and include The City of San Bernardino, its o!licers, agents, employees, suppliers end subcontractors. 71RTZCLE 1~ OADER OT PaECEDE1iCE BETNEEN LA1tEEKENT ~iD EYRIBITB In the event of an inconsistency between any of the provisions of the Agreement and/or the Exhibits hereto, ttse inconsistency shall be resolved by giving precedence in the following c+rder: 1. Articles of the Agreement 2. Exhibit A, Statement of Work A12TICLE 15 GENER7IL PROVIBIONB ' 15.0 ~nsi•ruction of Prno~sions and Titles Herein. All titles or subtit'.ss appearirq herein have been inserted for convenience and shall not be deemed to affect the ~, meaning or construction of any of the terms or provisions hereof. The language of this Agreement shall be construed according to its fair meaning, not strictly for or against the COUNTY or CITY, and not against either party as its drafter since both parties agree they had an equal hand in drafting this Agreement. Tha singular shall include the plural; use of the feminine, masculine, or neuter genders shall be deemed to include the genders not used. iS.l Numbed of Originals. The number of original texts of the Agrasmant shall be equal to the number of the parties hereto, one text being retained by each party. Zn the event of a conflict between the two original texts, the copy maintained by the Clerk of the San Bernardino County Board o! Supervisors shall ~'"` 17 ~ 1 ' control 15.2 $everability It any portion of the Agreement or any exhibits or portion thereof is held to ba invalid by a court of law such provisions shall be considered severable, and the remainder of this Agreement or any provision hereo! shall not be affected. 15.3 Applicable Law and Enforcement Each party's performance hereunder shall comply with all applicable laws of the United States of America, the State of California, and the COUNTY. This Agreement shall be enforced and interpreted under the laws of the State of California and the COUNTY. 15.4 Interpretation of Agreement Interpretation of the Agreement shall not be constued against the party r?-eparing the Agreement, but shall be ~"'' construed as if both parties prepared the AgrsemenL•. \./ 15.5 Tire of Effectiveness. Unless otherwise provided tte Agreement shall take effect when all of the following events have occurred: (a) This Agreement has bean signed on banal! o! the CITY by the person or persons authorized to bind CITY hereto; and (b) This Agreement has been approved by the COUNTY'S Board of supervisors. 15.6 Integrated Agreement. This agreement seta forth all of the rights and duties of the parties with respect to the subject matter hereof, and replaces any and all previous agreements or understandings, whether written or oral, relating thereto. This Agreement 1B V may be amended only as provided !or in Article 12 hereof. 15.7 Amendment All amendments hereto shall be in writing and signed by the persons authorized to bind the parties thereto. The Board o! Supervisors shall approve all amendments for the COUNTY. 15.8 breach. Except for excusable delays, if any party fails to Perform, in whole or in part, any promise, covenant, or agreement set forth herein, or should any representation made by it be undue, any aggrieved party may avail itsal! o! all rights and remedies, at law or equity, in the courts of law. CITY and COUNTY agree to utilize the disputes resolution procedure of Article 8, Disputes, prior to - ' commencing any legal or equitable action. 15.9 Nondiscrimination and Affirmative Action Co;;tract compliance: The selected vendor must comply with the provisions of the Affirmative Action Compliance Program of the County of San Bernardino and rules and regulations adopted pursuant thereto: Executive Orders 11246, 11375, 11625, 1213E, 12432, 12250, Title VII o! the Civil Rights Act of 1964, the California Fair Employment Practice Act, California Public Contracts Code 2000 and the San Bernardino County M/idBE Policy 11-15, and other applicable Federal, State and County laws, regulations and policies relating to equal employment and contracting opportunities, including laws and regulations hereafter enacted. Information un these rules and regulations may bs obtained from the Contract Compliance Officer of the County of San Bernardino at (909) 387-5544. C 19 ~ ~ • IN WITN~j WHEREOF, the parties heTBto have caused this Agreement to ba executed by their duly authorized raprasantatives as of the last day and year written below. COUNTY OF SAN HERNARDINO CITY OF SAN BERNARDINO Chairman, Board of Supervisors Date: Name Title Date: SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN DELIVERED TO THE CHAIRMAN OF THE BOARD ' ATTESTED: EARLENE SPROAT Clerk of the Board of Supervisors By' Date: APPROVED AS TO LEGAL FORM ALAN K. MARKS, COUNTY COUNSEL BY: Deputy County Counsel DATE: 20 • r • 1 ~ RE80LDTI0lT 1T0. 2 RESOLUTION OF THE CITY OF SAN BERNARDINO AWARDING A PURCHASE ORDER TO INLAND OVERHEAD DOOR COMPANY FOR THE FURNISHING AND ~ DELIVERY OF FIRE DEPARTMENT ELECTRONIC OVERHEAD DOOR CONTROLS. 4 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CZTY OF SAN BERNARDINO AS FOLLOWS: 5 SECTION 1. That Inland Overhead Door Company is the 6 recommended vendor for the furnishing and delivery of Fire ~ Department electronic overhead door controls for a total amount of 8 $8,800.00; pursuant to this determination, the Purchasing Agent is 9 hereby authorized and directed to issue a purchase order for said 10 equipment to said vendor; such award shall only be effective upon 11 the issuance of a Purchase Order by the Purchasing Agent; and all 12 other quotations therefor are hereby rejected. 13 SECTION 2. The authorization to execute the above referenced 14 purchase order is rescinded if it is not issued within sixty (60) 15 days of the passage of this resolution. ~r 16 I HEREBY CERTIFY that the foregoing resolution was duly i~ adopted by the Mayoz and Common Council of the City cF San 18 Bernardino at a meeting thereof, held on the day 19 of , 1994, by the following vote, to wit: 20 21 / f l ! I ~ ! i ! 1 1 ~ / / / / / 24 ///// ~ 1 / 1 / / 26 ///// 27 /I/// ~ / J / I I • ~l~] _ _ _ _..,,..:>.... .,c~aian lv itviAND OVERHEAD DOOR COMPANY . "' R G tij 1 2 @""'^ g Councilmembers AYES NAYS ABSTAIN ABSENT ~y 4 NEGRETE 5 CU'RLIN 6 FIERNANDEZ 7 OBERHELMAN 8 DEVLIN 9 POPE-LUDLAM 10 MILLER 11 12 City Clerk lg The foregoing resolution is hereby approved this day of 14 , 1994. 15 Tom Minor. Mayor 16 City of San Bernardino 17 Approved as t~ form and legal content: 18 JAMES F. PENMAN lg City Attorney 20 By: 21 22 Z3 24 25 26 27 ~ -z- ., G 1 RESOLUTION NO. 2 RESOLUTION OF THE CITY OF SAN BERNARDINO AWARDING A PURCHASE ORDER TO TX/RX SYSTEMS, INCORPORATED FOR THE FURNISHING AND ~ DELIVERY OF BI-DIRECTIONAL AMPLIFIERS. 4 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 5 SECTION 1. That TX/RX Systems Incorporated is the recommended 6 vendor for the furnishing and delivery of bi-directional ~ amplifiers for a total amount of $46,749.00; pursuant to this $ determination, the Purchasing Agent is hereby authorized and 9 directed to issue a purchase order for said equipment to said 10 vendor; such award shall only be effective upon the issuance of a 11 purchase Order by the Purchasing Agent; and all other quotations 12 therefor are hereby rejected. 13 SECTION 2. The authorization to execute the above referenced 14 purchase order is rescinded if it is not issued within sixty (60) 15 days of the passage of this resolution. 4, 16 I HEREBY CERTIFY that the foregoing resolution was duly 1~ adopted by the Mayor and Common Council of the City of San 18 Bernardino at a meeting thereof, held on the day 19 of 1994, by the following vote, to wit: 20 21 / ! / 1 / ~ ///// ~ ///// 24 ///// ~ ///// 26 ! ! / f / 27 J f ! / l 28 ///// (O RESOLUTION AWARDING PURCHASE ORDER TO TX/RX SYSTEMS, INCORPOR- ATED. ~ ' ~w' `1. 1 2 3 Councilmembers AYES NAYS STAIN A S 4 NEGRETE 5 CURLIN 6 HERNANDEZ _ 7 OBERHELMAN 8 DEVLIN 9 POPE-LUDLAM 10 MILLER it 12 City Clerk 13 The fore~?oing resolution is hereby approved this day of 14 , 1994. 15 Tom Minor, Mayor 16 City of San Bernardino 17 Approved as to form and legal content: 1$ JAMES F. PENMAN 19 City Attorney 20 By` 21 ZZ 23 24 25 26 27 i, ~ ~ -2- I i 1 RESOLUTION NO. 2 RESOLUTION OF THE CITY OF SAN BERNARDINO AWARDING A PURCHASE ORDER TO WESTERN MULTIPLEX FOR THE FURNISHING AND DELIVERY OF S00 3 MHZ MICROWAVE EQUIPMENT. 4 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: b SECTION 1. That Western Multiplex is the recommended vendor 6 for the furnishing and delivery of 800 MHz microwave 7 equipment for a total amount of $21,570.69; pursuant to this 8 determination, the Purchasing Agent is hereby authorized and 9 directed to issue a urchase order for said e p quipment to said 10 vendor; such award shall only be effective upon the issuance of a 11 purchase order by the Purchasing Agent; and all other quotations 12 therefor are hereby rejected. 13 SECTION 2. The authorization to axecute the above referenced 14 purchase order is rescinded if it is not issued within sixty (60) /""' 15 days of the passage of this resolution. err 16 I HEREBY CERTIFY that the foregoing resolution was duly 17 adopted by the Mayor and Common Council of the City of San 18 Bernardino at a meeting thereof, held on the day 19 of 1994, by the following vote, to wit: 20 21 / / / / / ~ ///// 23 ///// 24 ///// ~ ///// 26 J / 1 J / 27 / / J / / ~ ///// ~ bfl +~..~~-.~.~~.. ~,rr~,cvulivla r, r~xUtita~r; URllER TU WES'LERN MULTIPLEX 1 2 3 Councilmembers AYES NAYS ABSTAIN BSENT 4 NEGRETE 5 CURLIN s HERNANDEZ 7 OBERHELMAN $ DEVLIN 9 POPE-LUDLAM 10 MILLER 11 12 City Clerk 13 The foregoing resolution is hereby approved this day of 14 1994. 15 Tom Minor, Mayor 16 City of San Bernardino 17 Approved as to form and legal content: 18 JAMES F. PENMAN 19 City Attorney 20 By: 21 22 23 24 25 26 27 28 -2- I 1 REBOLUTION NO. 2 RESOLUTION OF THE CITY OF SAN SERNARDINO AWARDING A PURCHASE ORDER TO BALL/EFRATOM CORPORATION FOR THE FURNISHING AND DELIVERY 3 OF 800 MHZ CESIUM AND RHIBIDIUM FREQUENCY STANDARDS. 4 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 5 SECTION 1. That Ball/Efratom Corporation is the recommended 6 vendor for the furnishing and delivery of 800 MHz cesium and 7 rhibidium frequency standards for a total amount of $32,690.19; $ pursuant to this determination, the Purchasing Agent is hereby 9 authorized and directed to issue a purchase order for said 10 equipment to said vendor; such award shall only be effective upon 11 the issuance of a Purchase Order by the Purchasing Agent; and all 12 other quotations therefor are hereby rejected. 13 SECTION 2. The authorization to execute the above referenced 14 purchase order is rescinded if it is not issued within sixty (60) 15 days of the passage of this resolution. 16 I HEREBY CERTIFY that the foregoing resolution was duly 17 adopted by the Mayor and Common Council of the City of San 18 Bernardino at a meeting thereof, held on the day 19 of 1994, by the following vote, to wit: 20 21 I l I / I 22 !1/f / 23 / / l I I 24 / / / / / 25 ///// 26 ///// 27 ///// 28 1 ! f ! J G -- - -• --••~-• ........n ~v cr,,,r,Ji.tRATOM CORPORATION o 1 2 $ Councilmembers AYES NAYS ABSTAIN BSE 4 NEGRETE 5 CURLIN s HERNANDEZ 7 OBERHELMAN $ DEVLIN 9 POPE-LUDLAM 10 MILLER 11 12 city clerk 13 The foreg~~ing resolution is hereby approved this day of 14 1994. 15 /~''~ Tom Minor, Mayor ?,r+ 16 City of San Bernardino 17 Approved as to form and legal content: 1$ JAMES F. PENMAN 19 City Attorney 20 By' 21 23 24 25 26 27 28 -2- I © O C I T Y O F S A N B E R N A R D I N O INTEROFFICE MEMORANDUM CITY ADMINISTRATOR'S OFFICE DATE: October 17, 1994 TO: The Honorable Mayor and Common Council FROM: Fred Wilson, Assistant City Administrator SUBJECT: Agenda Item #6(F) -- Award of P.O. to Carrigan Enterprises for Furnishing and Delivery of Fire Department Audio Support Electronics COPIES: Shauna Clark, City Administrator ------------------------------------------------------------------ As part of the overall purchase of the 800 MHz radio communications system, a series of PO's were awarded to vendors for the electronic components. Item 6(F) awarded a P.O. to Carrigan Enterprises for Fire Department audio support electronics in the amount of $47,149.00. We have been notified that the Fire Department followed an informal bid process in this case. The City's Purchasing Ordinance requires that a formal bid process be followed for purchases of equipment which exceed $25,000 in value. It is, therefore, recommended that this item be tabled in order to allow the formal bid process to be followed for this purchase. It is anticipated that it will take approximately 1 month to complete the formal process. This should not delay the implementation of the 80A MHz radio system. f ~ „rc~y_. ED WILSON Assistant City Administrator FAW/md . © ~ 1 RE80LIITION NO. 2 RESOLUTION OF THE CITY OF SAN BERNARDINO AWARDING A PURCHASE ~`", ORDER TO CARRIGAN ENTERPRISES FOR THE FURNISHING AND DELIVERY OF ~r $ FIRE DEPARTMENT AUDIO SUPPORT ELECTRONIC EQUIPMENT. 4 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CZTY OF SAN BERNARDINO AS FOLLOWS: b SECTION 1. That Carrigan Enterprises is the recommended 6 vendor for the furnishing and delivery of Fire Department audio 7 support electronic equipment foz a total amount of $47,19.00; 8 pursuant to this determination, the Purchasing Agent is hereby 9 authorized and directed to issue a purchase order for said 10 equipment to said vendor; such award shall only be effective upon 11 the issuance of a Purchase order by the Purchasing Agent; and all ' 12 other quotations therefor are hereby rejected. 13 SECTION 2. The authorization to execute the above referenced 14 purchase order is rescinded if it is not issued within sixty (60) 15 days of the passage of this resolution. 16 I HEREBY CERTIFY that the foregoing resolution was duly 17 adopted by the Mayor and Common Council of the City of San 18 Bernardino at a meeting thereof, held on the day 19 of 1994, by the following. vote, to wit: ` 20 ` 21 / / / / / ~ / / / / / ~ / / / / / 24 /flfl 25 ///// 26 27 ///// T~' t~r.~v,.ullviV awr~xuiNG P~IRCHASE ORDER TO CORRIGAN ENTERPRISES (,... ~ ~ 1 2 ~ AYES NAYS ABSTAIN ~jBSEPIT 4 NEGRETE b CURLIN s HERNANDEZ 7 OBERHELMAN 8 DEVLIN 9 POPE-LUDLAM 10 MILLER 11 ~ 12 City Clerk 13 The foregoing resolution is hereby approved this day of 14 , 1994. 15 Tom Minor, Mayor 16 City of San Bernardino 17 Approved as to form and legal content: I8 JAMES F. PENMAN 19 City Attorney 20 By' 21 22 23 24 25 26 27 ~r 28 _Z_ C O 1 RESOLUTION NO. 2 RESOLUTION OF THE CITY OF SAN BERNARDINO AWARDING A PURCHASE ORDER TO TALLEY ELECTRONICS FOR THE FURNISHING AND DELIVERY OF 800 $ MHZ COMMUNICATIONS SYSTEM EQUIPMENT. 4 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 5 SECTION 1. That Talley Electronics is the recommended vendor 6 for the furnishing and delivery of 800 MHz communications system 7 equipment for a total amount of $93,533.79; pursuant to this 8 determination, the Purchasing Agent is hereby authorized and 9 directed to issue a purchase order for said equipment to said 10 vendor; such award shall only be effective upon the issuance of a 11 Purchase Order by the Purchasing Agent; and all other quotations 12 therefor are hereby rejected. 13 SECTION 2. The authorization to execute the above referenced 14 purchase order is rescinded if it is not issued within sixty (60) C 15 days of the passage of this resolution. 16 I HEREBY CERTIFY that the foregoing resolution was duly 17 adopted by the Mayor and Common Council of the City of San 18 Bernardino at a meeting thereof, held on the day 19 of 1994, by the following vote, to wit: 20 21 / / / / / 22 / / / / / ~ / / / / / 24 ////! ~ / / / / / 26111/1 27 / / / / / C 28 ///// I '~~ //-- LT i RESOLUTION ARDING PURCHASE ORDER TO LEY ELECTRONICS 1 2 . 3 Councilmembers AYES NAYS ABSTAIN ABSENT 4 NEGRETE 5 CURLIN 6 HERNANDEZ 7 OBERHELMAN 8 DEVLIN 9 POPE-LUDLAM j0 MILLER 11 ~ 12 City Clerk 13 The fore oin resolution is hereb a g g y pproved this day of 14 , 1994. 15 Tom Minor, Mayor 16 City of San Bernardino 17 Approved as to form and legal content: 1$ JAMES F. PENMAN 19 City Attorney 20 By: 21 22 23 24 25 26 27 28 -2- 1 ~ RESOLUTION NO. 2 RESOLUTION OF THE CITY OF SAN BERNARDINO AWARDING A PURCHASE ORDER TO MOTOROLA FOR THE FURNISHING AND DELIVERY OF 800 MHZ RADIO 1~"^ $ BACKBONE EQUIPMENT, MOSCAD, AND MOBILE DATA EQUIPMENT. 4 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 5 SECTION 1. That Motorola is the recommended vendor for the 6 furnishing and delivery of 800 MHz radio backbone equipment, 7 Moscad, and mobile data equipment for a total amount of $ $1,466,026.24; pursuant to this determination, the Purchasing Agent 9 is hereby authorized and directed to issue a purchase order for 10 said equipment to said vendor; such award shall only be effective 11 upon the issuance of a Purchase Order by the Purchasing Agent; and 12 all other quotations therefor are hereby rejected. 18 SECTION 2. The authorization to execute the above referenced i 14 purchase order is rescinded iE it is not issued within sixty (60) 15 days of the passage of this resolution. ~ 16 I HEREBY CERTIFY that the foregoing resolution was duly 17 adopted by the Mayor and Common Council of the City of San 18 Bernardino at a meeting thereof, held on the day 19 of 1994, by the following vote, to wit: I 20 . 21 //// 22 //// ~ !/!/ I 24 !1// 25 IIII 26 //// 27 //// C 28 //// I ' ~ .v ?'av+VAVLPi 1 2 g Councilmembers AYES NAYS ABSTAIN S 4 NEGRETE 5 CURLIN s HERNANDEZ 'f OBERHELMAN _ $ DEVLIN 9 POPE-LUDLAM 10 MILLER 1] 12 City Clerk lg The foregoing resolution is hereby approved this day of 14 1994. ["~ 15 Tom Minor, Mayor ~+' 16 City of San Bernardino 1~ Approved as to form and legal content: 18 JAMES F. PENMAN 19 City Attorney 20 By: 21 22 2g 24 25 26 2? ~,,. 28 -z- © RE80LDTIOIt O 1 2 RESOLUTION OF THE CITY OF SAN BERNARDINO AWARDING A PURCHASE ORDER TO PRC PUBLIC SECTOR INC. FOR IMPLEMENTING MOBILE DATA 3 TERMINAL SYSTEM AND MOSCAD ALERTING SYSTEM INTERFACE TO CAD SYSTEM. 4 BE IT RESOLVED SY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN HERNARDINO AS FOLLOWS: 5 SECTION 1. That PRC Public Sector Inc. is the recommended s vendor for implementing Mobile Data Terminal system and MOSCAD ~ Alerting System Interface to the CAD system for a total amount of $ $82,051.00; pursuant to this determination, the Purchasing Agent is 9 hereby authorized and directed to issue a purchase order for said 10 services to said vendor; such award shall only be effective upon 11 the issuance of a Purchase Order by the Purchasing Agent; and all 12 other quotations therefor are hereby rejected. 13 SECTION 2. The authorization to execute the above referenced 14 purchase order is rescinded iP it is not issued within sixty (60) 15 days of the passage of this resolution. 16 I HERESY CERTIFY that the foregoing resolution was duly 17 adopted by the Mayor and Common Council of the City of San 18 Bernardino at a meeting thereof, held on the day 19 of , 1994, by the following vote, to wit: j 20 if 21 //// 22 !/!! ~ 23 !/!! 24 //// ' 25 //// 26 //// 27 //// 28 /!11 '; 6~C 2 $ ~quncilmembers AYES NAYS ABSTAIN ABSENT 4 NEGRETE S CURLIN 6 HERNANDEZ 7 OBERHELMAN _ $ DEVLIN J POPE-LUDLAM 10 MILLER it 12 City Clerk i$ The foregoing resolution is hereby approved this day of 14 , 1994. 15 Tom Minor, Mayor 16 City of San Bernardino 17 Approved as to form and legal content: 18 JAMES F. PENMAN 19 City Attorney 20 BY~ 21 22 23 24 25 ' 26 27 ~ -2- ® 0 1 RESOLUTION NO. 2 RESOLUTION OF THE CITY OF SAN BERNARDZNO APPROVING A ~ LEASE/PURCHASE EQUIPMENT AGREEMENT WITH SMZTH/MITCHELL LEASING $ SERVICES GROUP, LTD. FOR THE LEASE/PURCHASE FINANCING OF THE 800 MHZ TRUNKED RADIO COMMUNICATIONS SYSTEM INCLUDING RADIO BACXBONE 4 SYSTEM AND MOBILE DATA TERMINALS. 5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: s SECTION 1. The Mayor is hereby authorized and directed to 7 execute on behalf of the City an agreement by and between the City 8 of San Bernardino and the Smith/Mitchell Leasing Services Group, 9 Ltd. for the lease/purchase financing of equipment for the 800 MHz 10 trunked radio communications system including radio backbone system I1 and mobile data terminals. ' 12 SECTION 2. That Smith/Mitchell Leasing Services Group, Ltd. 13 is the lowest and best responsible bidder for the financing of the 14 800 MHz trunked radio communication system and equipment in the 15 total amount of $2,133,069.71 at 6.30 interest payable in annual 16 payments as noted on Schedule A (payment schedule);and for the 17 refinancing of three hundred 800 Mhz portable radios in the total 18 amount of $320,228.85 at 6.30$ interest payable in annual payments 19 as noted on Schedule B (payment schedule); pursuant to this 20 determination, the Mayor of the City of San Bernardino is hereby 21 authorized and directed to execute on behalf of said City a Lease ~ Purchase agreement containing said terms upon approval of the I 23 Agreement by the City Attorney. A copy of said agreement will be 24 attached to this resolution as Exhibit "A". ~ SECTION 3. The authorization to execute the above referenced 26 agreement is rescinded if it is not issued within sixty (60) days 27 of the passage of this resolution. 28 . 6T RESOLUTION AUTHORIZING AGREEMENT WITH SMITH/MITCHELL 1 2 I HEREBY CERTIFY that the foregoing resolution was duly $ adopted by the Mayor and Common Council of the City of San 4 Bernardino at a meeting thereof, held on the day 5 of , 1994, by the following vote, to wit: 6 ~ Councilmembers AYES NAYS ABSTAIN ABSENT $ NEGRETE 9 CURLIN 10 HERNANDEZ 11 OBERHELMAN 12 DEVLIN 13 POPE-LUDLAM 14 MILLER 15 16 City Clerk 17 The foregoing resolution is hereby approved this day of 18 1994. 19 2U Tom Minor, Mayor City of San Bernardino 21 Approved as to form ~ and legal content: ~ ~ JAMES F. PENMAN City Attorney 24 By: 25 26 27 28 -2- ~ © - ~r~ne a~ gee. Tracy A. McWilliatna Vice President September 21, 1994 1J5 Main Snen Sune 1120 San Ftancitco. CA 94105 Mr. Fred Wilson tel 4ts.u7.seeo fax 415-247.5891 Assistant City Administrator City of San Bernardino 300 North "D" Street San Bernardino, California 9241 S wt,t~ ~e Fi Chiraru. fL Mmtittoum, NI Re: City of San Bernardino ~ 800 Megahertz Ccmmunication System smelt. wn Dear Mr. Wilson, Smith Mitchell Investment Group Inc. is pleased to confirm its interest in providing - financing for the above-captioned issue Our financing is structured to meet the City's needs, with a general outline of teens and conditions listed below: Financed Amount: $2,! 33,069.71 New Money $ 274,166.00 Refinancing i Equipment: 800 Megahertz Equipment Based on Equipment Sch~ule provided by the City on September 21, 1994 Term: Ten (10) years Anneal Percentage Rate: 6.30% Payments: Monthly ~ Except the first payment Financing Expiation: The proposal must be accepted by October 3, 1994 If an acceptance is not received by the above date, the quoted interest rate will adjust to then current market ~ conditions. If acceptance is received prior to expiration, the rate is firm through November 3, 1994. All funding must occur on or before this date to hold this interest rate. If the transaction is not funded by this date, the quoted interest rate will adjust to current market conditions. . 1y9 r~r~~ lead aw he. Given the timeframe alloted to Smith Mitchell for due diligence, approval of any funding for the City's project is subject to credit review and the negotiation of defmitive structure and documents including a legal opinion or opinions satisfactory to our counsel. No rights, liabilities or obligations shall arise as a result of this letter prior to the execution of definitive documents and the satisfaction of each precondition to closing. This letter sets forth Smith Mitchell's willingness to seek additional approvals, if neccessary for the transaction. The attached Master Lease Agreement sets forth preliminary fmancing information for the City's project. This information is preliminary based on furancing assumptions supplied by the City to Smith Mitchell Investment Group Inc. Smith Mitchell is relying on the City of San Bernardino to provide accurate project cost and other related information to fmaliu the Master Lease Agreement. i Proposal Accepted By: City of San Bernardino Signature: Name: Title: If you have any questions or need additional information, feel free to call me at (800) 422- 9942. Sincerely, Tra6 A. McWilliams Y Vice President \./ MASTER LEASE AGREEMENT SUPPLEMENT NO. 1 ?/' LESSOR: Smith Mitchell Leasing Services Group Ltd. 135 Main Stree[, Suite 1120 San rrsncisco, California 94105 LESSEE: City of San Betrtardino 300 North "D" Street San Bernardino, California 92418 This Master Lease Agreement Supplement is dated as of October _, 1994 by and betwcen Sntith Mitchel: Leasing Services Group Ltd. ("Lessor"), and the City of San Bemaztiino ("Lessee"),apolitical subdivision duly organized and existing under the laws of the State of California ("State"); WITIVESSETfi: WFIEREAS, Lessor desires to lease the Equipment, as hereinafter defined, to Lessor, and Lessee desires m lease the Equipment from Lessor, subject to the terms and conditions of and for the purposes set forth below; NOW, THEREFORE, in consideration of the above premises and of the mutual covenams hereinafter contained and for other good and valuable consideration, the parties hereto agrce as follows: A. [ncorooration of the Standazd Terms and Provisions. The terms and provisions of the Master Lease Agreement (the "Master Lease Agreement") attached to this Sttpplemem are ittcorporated herein by this reference as though fully set forth in this Supplemen[. The Master Lease Agreemem, together with this Stpplement are collectively referred to herein as the "Lease Agreement." Capitalized terms used in the Supplement and not otherwise defined shall have the meanings ascribed thereto in the Master Lease Agreement. B. Lease of Eauioment. There is hereby subject to the tertns of this Lease Agrcemem the following described Equipment: DESCRIPTION OF EOUfi?MENT: Eyttioment: Cost 800 MHz Equipment 51,681,951.82 Integration S 285,000.00 I Contingency 5 49,00.00 Refuse Department Fixed Mobile Equipmem S 116,617.89 TOTAL: 52,133,069.71 ~ Refinancing of Mobiles and Portables S 274,166.00 TOTAL: S 274,166.00 Useful Life of Ewioment: Ten Years The Lessee certifies that the Equipment being acquired will, immediately after its acquisition by Lessee as agent for the Lessor, be owned by the Lessor free and cleaz of all liens or claims of others, except for the rights of the Lessee 1-S Q user the Lease Agreement. The Lessee further certifies that such Equipment is not currently owned or leased by the Lessee and that the Lessee is prepared to ucept the Equipment from the Vendor thereof upon delivery and satisfution ~"'~ of performance criteria, if any. ~,r C. Deposits to Funds. On the Closing Date, Lessor shall cause 52,133,069.71 to be deposited in the Acquisition Fund. D. Acwisition Date and Lease Term. The Equipment shall be uquired by April 30, 1995 (the "Acquisition Date") and the Lease Term shall commence on October , 1994, and shall, subject to Section 5.03 of the Master Lease Agreement, expire on October, _ 2004 (the "Termintion Date"). E. Base Rental Payments. Base Rental Payments shall be payable monthly on the last day of every month ]aauary through December, for the twelve-month period endittg on June 30 euh yeaz, begiming May 30, 1995 until the Termination Date or earlier prepayment as provided for herein except, the firs[ base rental payment will be due on April 30, 1995 will be a semi-amual payment. Such Base Rental shall be comprised of principal components and inures[ components paid in ucordance with the following schedule: INTEREST AND PRINCIPAL COMPONENT PAYMENT SCHEDULE Base Rental Principal Interest Total Base Due Date Component Component Rental Payment (See Attached Schedule) F. Fair Rental Value. The Lessee hereby certifies that the foregaiag Base Rental Payments plm Additional Rental Payments payable pursuant to Section 6.02 of the Master Lease Agreemen represents, on an annual basis, the fair rental value of the Equipmen[ specified herein. In making this determimtion, comicradon has been given m the cost of the acquisi[ion and instalia[ion of the Equipment to be fittanced by the Lessor, other obligation of the parties under the Lease Agreement, the uses and purposes which troy be served by the Equipmen, and the bemfits therefrom which will accrue to the Lessee and the general public. G. Prmavment Terms. The Base Renal Payments are subject m prepaymen as provided in Section 6.06 of the Master Lease Agreement. Opdonl prepayments pursuant to Secdon 6.06(c) of the Master Lease Agreement may be made on any Payment Date beginning April 30, 1995 at the prepaymen listed in the amched schedule. H. Enttre Agreement. This Lease Agreemen, together with Exhibits, comtitures the entire agreement between Lessee and Lessor. No waiver, consem, modification or change of terms of this Lease Agreetnem shall bind either party unless in writing signed by both parties, apd then such waiver, consent, modification or change shall be ~ effective only in the specific imtance and for the specific purpose given. There are no understandings, agreemems, representation or wazranties, express or implied, rot specified herein regarding this Lease Agreement or the Equipmen[ acquired hereunder. Any terms and condition of any purchase order or other documem submitted by Lessee in connection with this Lease Agreemen[ which are in addition m or inconsistent with the terms and cotdition of this Lease Agreement will not be binding on Lessor and will i»t apply to this Lease Agreemen. Lessee by the sigmtttre below of its authorized representative acknow?edges that it has read this Lease Agreement, understates it, and agrees to be bound by its terms and cottditiom. ["~' 2-S IN WITNESS WHEREOF, Lessor bas executed this Lease Agreement in its corporate name with its corporate seal hereunto affixed and attested by its duly authorized officers, and Lessee has caused this Lease Agreement to be executed in its name with its seal hereunto affixed and attested by its duly authorized officers. All of the above occurred as of the date first written above. LESSOR: SMITH MITCHELL LEASING SERVICES GROUP LTD. By: Title: ATTEST: By: Tiue: LESSEE: ALAMEDA COUNTY By: Title: ATTEST: it By' Title: ~"' 3-S p 0 MASTER LEASE AGREEh1IIVT The following terms and provisions of the Master Lease Agreement have been incorporated imo the Supplement to which these provisions are attached. The Supplement anti the Master Lease Agreement are collectively referred to as the Lease Agreement. Capitalized terms used herein and not otherwise defined shall have the meaoirtgs given m such terms in Article II hereof. ARTICLE I COVENANTS OF LESSEE AND LESSOR Section 1.01 Covenants of the Lessee. Lessee represents, covenwts and warrants, for the benefit of Lessor and its assig»ees, as follows: (a) Lessce is a political subdivision, duly organized and existing under the Constitution and Laws of the State of California. (b) Lessee will do or cause to tie done all things necessary to preserve and keep in full force and effect its existence as a political subdivision. (c) Lessee is authorized under the Constitution and laws of the State to enter into this Lease Agreement and the transaction contemplated hereby, and to perform all of its obligations hereunder. (d) Lessee has been duly authorized to execute and deliver this Lease Agreement by appropriate official approval, and further represenu and warrants that all requitemems have been met, and proceedings have been taken in order to ensure the enforceability of this Lease Agreement. Lessee shall cause m be executed an opinion of its counsel substantially in the form attached hereto as Exhibit ~,,,. (e) Except as expressly provided in this Lease Agreement, Lessee's obligation m pay all rem and other amounts payable hereunder and to perform its duties with respect heretu shall be absolute and u~onditional, and shall not be subject to, without limitation, any of the following: (i) any set off, counterclaim, recoupmem, defense or other right which Lessee may have against Lessor, the mawfacturer, vendor, or supplier of any Equipmem or anyotK else for any reason whatsoever; or (ii) any other evem or circumstances whatsoever, whether or similar to the foregoing. (f) During the term of this Lease Agreement, the Equipment will be used by Lessee only for the purpose of performing one or more governmental or proprietary functions of Lessee consistem with the permissible scope of Lessee's authority and will not be used in a trade or business of any person or emity other than the Lessee. (g) During the period this Lease Agreement is in force, Lessee will annnauy provide Lessor with torrent financial ~ statements, budgets, or proof of appropriation as requested, for the ensuing fiscal year, and such other financial information relating to the ability of Lessee m perform its obligations under this Lease Agreement as may be reasonably requested by Lessor or its assignee. ` (h) The Equipment will have a useful life in the bards of the Lessee that is in excess of the Term. (i) To the Lessee's best knowledge dtere are no pending of threatened investigations, actions or proceedings before arty court or administrative agency or other tribunal or body, which seek tu question of set aside a~ of the transactions contemplated by this Lease Agreement, or which if adversely determined would materially affect the Lessee's ability to perform its obligations hereunder; (j) To the best of the Lessee's knowledge tbe Lessee is not in default iu tbe payment or performatce of any of its obligations or in the performance of any contract, agreement or other instrttmem to which it is a party or by which it CCR244P:OPTAGREE.2:060994 1 or any of its assets may be bound, which default would materially adversely affect the Lessee's ability to perform its obligations hereu~er; (k) To the best of the Lessee's knowledge, no authorization, consent, approval, license, exemption of or filing or registration with any court, governmental unit or department, commission, boazd, bureau, agency, instrumeataliry or the like, other than as has been obtained, is required or necessary for the valid ezttudon and delivery of this Lease Agreement. (q This Lease Agreement, having bttn duly authorized, executed and delivered to the Lessor, constitutes, and any ucompanying documents, upon due authorization, execution and delivery to the Lessor, will constitute, legal, valid anti bitaling obligatitros of the Lessee, enforceable against the Lessee in accordance with the tetras thereof except as such terms may be limited by bankruptcy, reorganization, insolvency, moratorium or judicial discretion, and sovereign police powers of the State of California, the constitutional power of the United States of America, other laws affecting the enforcement of creditors' rights in general and to the application of principles of equitable remedies. The Lease does not constitute an indebtedness of the Lestt within the meaning of any constitutional debt limitation provision. (m) Except as expressly provided in this Lease Agrttment, Lessee will include in its annual budget and appropriate sufficient funds to meet on a timely basis all Rental Payments due under this Lease Agreement for the period covered by such budget. Section 1.02 Covenants of the Lessor. Lessor represents, covenants and warrants foc the benefit of the Lessee and the assignees of the Lessor as follows: (a) Lessor is a corporation duly qualified m conduct its business under the laws of the State of California; and (b) Lessor is authorized under the laws of the State of California and its articles of ittwtporation and bylaws to enter into this Lease Agreement and the transactions contemplated hereby and to perform all of its obhgatons hereunder. ARTICLE II DEFINITIONS Section 2.01 Definitions. The following terms will have meanings indicated below unless the conaxt clearly requires otherwise: "Acquisition Costs" means, with respect m any item of Equipment, the contract price paid or to be paid to the Vendors therefor upon acquisition, or delivery of arty portion of the Equipment (together with delivery of a Certificate of Acceptance to the Lessor), in ucordance with the purchase order of or tomcats therefor, plus an amount equal to the interest component to be paid with respect to this Lease Agreement executed anti delivered with respect to such Equipment prior w the date of acquisition thereof, and initially shall be not greater than the amoum set ford as the Acquisition Cost of such Equipmem herein; which stun may be increased if atry additional amoum is due the Ve~ors by reason of any properly authorized change orders. Acquisition Costs a{ao i~ht~ the administrative, legal, financial and other costs, incurred by the Lessee, Lessor and the Vendors in wttntttion with the uquisitian, delivery and fituutcing of the Equiptttent. ' "Acquisition Fund" means the fund by that name established by the Lessee parson[ m Section 3.02 of this Lease Agreement. "Additional Rental" or "Additional Rental Payments" crowns the Rental Paymems payable by Lessee pursuant to the provisions of this Lease Agreement putsuam to Section 6.02 (b) hereof. CCR244P:OPTAGREE.2:060994 2 o "Base Rental" or "Base Rental Payments" mesas the Base Rental Payments payable by Lessee pursttant to the y provisitns of this Lease Agreement pursuant to Section 6.02 (a) hereof. "Capitalized Interest Fund" means the fund by that name established by the Lessee pursuant to Section 3.09 of this Lease Agreement. "Certificate of Acceptance" means a Certificate of Acceptance in substantially the form attached hereto as Exhibit C, whereby Lessee acknowledges receipt of an item of the Equipment in good condition. "Closing Date" means the date on which Lessor deposiu widt the Lessee the funds required to be deposited by Section 3.01 of this Lease Agreement. "Code" means the internal Revenue Code of 1986, as amended, or any successor statute therein, and any regulations promulgated thereunder, or relative thereto, "Commencement Date" means (i) when used with respect to the Equipment acquired on the date of execution of this Lease Agreement, the dale hereof, and (ii) when used with respect to the Equipment m be acquired subsequent to the date of execution of this Lease Agreement, the firs[ day following the date on which the Equipment is acquired. "Equipment" means the property described in Pazagraph B of the Supplement and which is the subject of this Lease Agreement. "Equipmem Acceptance Date" means that date upon which Lessee uktrowledges receipt in good condition of an ~ item of Equipment as indicated on the applicable Certificate of Acceptance. "Equipment Costs" means the estimated cost of the Equipment, and financing, legal, and other costs of the Lessee, as described herein. "Insurance Consultant" mcans any independent person with a national reputation in consulting on the insurance requirements of governmental entities of tite general size and character of the Lessee, selected by the Lessee. "Lease Agreement" means this Lease Agreement, includittg the Supplement, the Master Lease Agreement and the other Exhibits attached hereto as the same may be supplemented or amended from time m time in ucordana with the terms hereof. "Lease Fund" means the fund by that name established by the Lessee pursuant to Section 3.02 of this Lease Agreement. "Lease Term" or "Term" means the Term of Lease for each item of Equipment as specified in this Lease Agreement under Article V. "Lessee" means the municipality identified as the Lessee in the applicable Supplemem, which is leasing the Equipmem from Lessor under the provisions of this Lease Agreement. "Lessee Representative" means arty representative of the Lessee authorized to act on its behalf user or with respect ` to this Lease Agreement. "Lessor" means (i) Smith Mitchell Leasing Services Group Ltd.; (ii) any surviving. resulting or transferee ~ corporation; and (iii) except where tite context requires otherwise, any assignee(s) of Lessor. t "Lessor Representative" means the President or any Vice President or Associate Vice President of Lessor, or arty other person authorized to tit on behalf of Lessor under or aitfi respect to this Lease Agrtxmem, as evidenced by a ~CR244P:OPTAGREE.2:060994 3 . ~ certificate conferring such authorization executed by the President or any Vice President or Associate Vice President of ~' Lessor, given m the Lessee or the Lessee Representative. "Net Proceeds" shall have the meaning given to such term in Section 9.01 hereof. "Nottazbitrage and Tax Certificate" means, wish respect to the Lease, a certificate relating to Section 148(t) of the Code, executed by the Lessee on the date of delivery of such Lease to the Lessor, as originally delivered and u it may be amended from time to time. "Minion of Couttsel" means a written opinion of counsel of recognized national standing in the field of law relating to municipal bonds, appointed and paid by the Lessee or the Lessor. "Payment Date" means with respect to any year the due dates in such yeaz for the payment of Base Rental Payments as set forth in the Lease Agreement. "Permitted E~umbrances" means as of any particular time: (i) liens for ge~ral ad valorem taxes attd assessments, if any, not then delinquent; (ii) this Lease Agreement and any leases, subleases and assignments superior or subordinate thereto which aze in accordance therewith; and (iii) any right oc claim of arty mechanic, laborer, tnateriahttan, supplier or vendor filed or perfected in the manner prescribed by law, other than any lien azising through arty of the Vendors. "Prepayment Date" means any date on which the Lessee may exercise its option to purchase an item of Equipment as set forth in Section 6.06 hereof. "Purchase Price" means the amount which Lessee shall pay to Lessor in order to purchase an item of Equipment, as set forth in Section 6.06 hereof. "Qualified Investments" means and includes those investmentspermittedimder California Governmem Code Section 53601 or such ocher laws relating [o investments by local government agencies, u now existing or u hereafter amended j and to the extent permitted by law, witfi respect to moneys pledged to and held in trust for payment of or for security Illthis Lease Agreement, Qualified Investments means and includes arty other prudent investment. "Rebate Requirement" means the Rebate Requirement defined in the Nonarbitrage and Tax Certificate. "Rental Payments" means the Base Rental Payments and Additional Rental Payments payable by Lessee puratant to the provisions of this Lease Agreement during the Lease Term, payable in consideration of the right of Lessee m use each item of Equipment during the Lease Term. Rental Payments shall be payable by Lessee to the Lessor or its assignee in the amounts and at the time, during the Lease Term, u net forth herein. "Supplement" means the Supplement attached to this Mumr Lease Agreement describing the Equipment and setting out the payment schedule therefor. "Vendor" means the manufacturer of the Equipment as well u the agents or dealers of the manufacturer from whom Lessor purchased or is purchuing the Equipment. ~CR244P:OPTAGREE.2:060994 4 ARTICLE III DEPOSIT OF MONIES; ACQUISITION OF EQUIPMENT Section 3.01. Deposit of Monies. On the Closing Date, Lessor shall cause to be deposited in the Acquisition Fund and the Capitalized Interest Fund, the amounts set forth in Section C of the Supplement. Section 3.02. Acquisition Fund. The Lessee shall establish a special fund designated as the "Acquisition Fund" (the "Acquisition Fund"); shall keep such fund separate and apart from all other funds and moneys held by it and shall administer such fund as provided in [his Section and Article IV hereof The Acquisition Fund shall be held and applied by or on behalf of the Lessee in accordance herewith. Section 3.03. Purpose. Moneys in the Acquisitiop Fund shall be expended for Acquisition Costs of the Equipment. Section 3.04 Acquisition of the Equipment. Lessee will supervise and provide for, as agent for Lessor, the acquisition of the Equipment pursuant to the terms hereof. Lessee agrees that the Equipmem will be acquired in accordance with the specifications therefor and on file with the Lessee. Lessee further agrees that it will cause the acquisition of the Equipment to be diligen0y performed after the deposit of funds with dre Lessee pursuant to Section 3.01 hereof, aqd that each icem of Equipment will be substantially acquired in accordance with said specification within six months from the Closing Date provided, however, that the Lessee may elect to postpone the acquisition of atry item of Equipment so long as the amounts on deposi[ in the Acquisition Fund, together with the earnings thereon, will be sufficient m pay the portion of the Base Rental Payments attributable to sttch item oc icems of Equipment. i Upon acquisition of each item of Equipment to the satisfaction of the Lessee, but in any event not later than thirty (30) days following acceptance of such acquisition, Lessee shall deliver [o the Lessor a Certificate of Acceptance in ' substantially the form set forth as Exhibit ^ Section 3.05 Substitution of Eguipmen[. The I.essce may substimce an item of Equipment for an item listed herein, if the subs[imced item has the same or a greater useful life and is of equal or greater value and, if such ~ substitution will result in an increased Equipment Cost, the Lessee shall deposi[ in the Acquisition Fund an amount sufficient to pay sr ~'~ cost. Section 3.06. Deposit of Funds Pavmem of Acquisition Cost. There shall be credited m the Acquisition Fund the moneys required m be deposited therein pursuan[ to Section 3.01 hereof, aM atry other funds deposited with the Lessee for such purpose. The Lessee shall pay the Acquisition Costs from the Acquisitgn Fund, as hereinafter provided, upon receipt of the following items with respect thereto: ~ (a) in the case of payment of any Acquisition Cost pursuan[ to a contract or purchase order, (1) a true copy of the I Vendor's statement: (2) where applicable, a duplicate original of any chapge order approved by the Lessee increasing Acquisition Coszs in an amount in excess of the original purchase order or cgntrut price; (3) waivers of spy liens and ~ claims executed by the Vendors and any subvendor which has provided work or materials for the Equipmem, showing paymem of all coats incurred in providing work or tnacerials for the Equipmem, in an amount equal to the amount requested for payment; and (4) bills of sale for any wmponent of tbe Equipment for which a bill of sale may be delivered; or (b) in the case of payment of any other Acquisition Cost, a t[ue copy of the payee's statement. Acquisition Costs will be paid directly to the Vepdors or payee unless the Lessee determines that payments should be made to the Vendors or payee and another party joiq[ly. Secdon 3.07. Transfers Utan Acceptagce. On the business day Preceding the Payment Date occurring after the filing with the Lessor of the Certificate of Acceptance indicatittg all Equipment has been acquired, or in any event CCR244P:OPTAGREE.2:060994 5 no lour rhea three (3) years from the Closing Dau, the Lessee shag transfer all remaining moneys in the Acquisition Fund to be applied ro the payment of principal evidenced and repreaenud by the Base Rental Payments. ~sr' Section 3.08 Ouiet Eniovment. The Lessor hereby wvenants to provide the Lessee during the Lease Term with quiet use and enjoyment of the Equipment, and the Lessee shall during the Term peaceably and quietty have and hold a~ enjoy the Equipment, without sui[, trouble or hindrance from the Lessor, except as expressly set forth in this Lease Agreement. Any Owner shall not interfere with such quiet use and enjoyment during the Lease Term so long as the ~ Lessee is not in default hereunder. Section 3.09 Capitalized Inurest Futtd. The Lessee shall establish a special fund desigaaud as the Capitalized Inurest Fund (the "Capitalized Inures[ Fund"); shall keep such Cund separau and apart from all other funds and moneys held by it; and shall adminisur such fund (or cause such fund w be adminisured) as provided in Article III and Article N hereof. The moneys placed in the Capitalized Inurest fund pursuant to Section 3.01 hereof shall be applied and used by the Lessee to pay the Inurest portion of the Base Rental Payments in the amounts and at the times set forth in paragraph E of the Supplement. Investment earnings and any other morays remaining in the Capitalized Interest Fund after the payments described above have been made, shall be set aside and transferred tp the Acquisition Fund. ARTICLE N MONEYS W FUNDS; INVESTMENT Section 4.01. Held In Trust. The moneys and investments held by the Lessee under this lease Agreement aze ` irrevocably held in trust for the benefit of the Lessee, Lessor, and for the purposes herein specified, and such moneys and a~ income or Inurest earned thereon, shall be expended ody as provided for in this Lean Agreement, and shall not be subject to levy or attachment or lien by or fot the bettfit of any credimr of either Lessor of the Lessee or either of them. Section 4.02. Investments Authorized. Moneys held by or on behalf of the Lessee hereunder may be invesud in Qualified Investments. Such investments and reinvestments shall be made giving full consideration for the time at which funds are requ¢ed to be available. Section 4.03 Disposition of Investments. Any income received on the investment of moneys from the Acquisition Fund shall be crediud m said fund. , Section 4.04 Valuation and Disposition bf Investments. For the pttrpoae of deurmitting the amount in the Acquisition Fund or the Capitalized Inurest Fund, all Qualified Investtnems credited m such account shall be valued at cost (exclusive of accrued Inurest after the first interest payments following purchase). The Lessee may sell at the best price obtainable, or presen[ for redemption, any Qualified Investmem so purchased by the Lessee, whenever it shall be necessary in order to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the applicable fund, and, to the exunt permitted by law, the Lessee shall be liable or responsible for any difference in amoun[ resulting from such investttuat. Section 4.05 Deposit of Mottevs. All moneys held by the Lessee in the Acquisition Fund or the Capitalized Inurest Fund, except such moneys which are at the time invested in Qualified Investments, shall be deposiud in dema~ or time deposits (which may be represenud by tip certificates of deposit) in any bank or trust compa~ authorized m accept deposits of public funds and , as and to the exunt required by law, shall be secured at all times by obligations which are eligible by law to secure deposits of public moneys. Such obligations shall be deposited with such bank or banks as may be selecud by the Lessee as security far such deposits. CCR244P:OPTAGREE.2:060994 c ~ Section 4.06. Tax Matters. "' (a) The Lessee covenants to comply with each applicable regrirement of Section 103 and Sections 141 through 150 of the Code, in that the Lessee agrees m comply with the covenants contained in, and ittstructions given pursuant m, the Nonarbitrage and Tax Certificau dated as of the dau of execution and delivery of the Lease Agreement, as a source of guidance for compliance with such provisions. (b) Notwithstanding atry provision of this Section 4.07, if the Lessee shall provide to the Lessor an Opinion of Counsel to the effect that no action is required under this Section, or to the effect that some further action is required, or that it is necessary m restrict the yield on the investment of airy moneys held under the Lease Agreement m maintain the exclusion from gross income of the inures[ represenud by the Lease Agreement pursuant to Section 103 of the Code, the Lessee and Lessor may rely conclusively on such Opinion of Counsel is complying with the provisions hereof. (c) Notwithstanding any other provision of this Lease Agreement to the contrary, upon the Lessce's failure to observe, or refusal to comply with, the foregoing covenant, no person other than the Lessor as the Lessor's assignees shall be entitled to exercise any right or remedy provided to the Owners under this Lease Agreement on the basis of the Lessee's failure to observe, or refusal to comply with, the covenant. ARTICLE V TERM Section 5.01. Lease of Eauiomen[. Lessor hereby demises, leases and lets m Lessee, and Lessee rems, leases and hires from Lessor, the Equipment, in accordance with the provisions of this Lease Agreement, m have and to hold for the Term. Secton 5.02. Commencement of Term. The Term of this Lease Agreement with respect m any ium of Equipment shall commence on the applicable Commencement Dau and shall urminau as specified in Section 5.03. If the Lessor, for any reason whatsoever, cannot deliver possession of any ium of Equipment m the Lessee by the Acquisition Dau such ium of Equipment is required m be so delivered, this Lease Agreement shall >mt be void or voidable, nor shall the Lessor be liable to the Lessee from any loss or damage resulting therefrom; but in that event the rent payable hereunder shall be abaud proportionauly, is the proportion in which the acquisition and installation casts of the ium of Equipment no[ yet delivered to the Lessee bears m the acquisition attd installadon costs of all of the Equipment, with respect to the period between said dau and the time when Lessor deGvera possession, except to the exunt of amounts held in the Capitalized loaner Fund and except m the exam that the fair matte[ remal value of the Equipment delivered m the Lessee shall equal or exceed the Base Renal Payments then payable. Section 5.03. Termination of Term. This Least. Agreement will utminau upon the eazfiest of airy of the following events: (a) A default by Lessee and Lessor's election m urminau this Lease Agreemem under Atticle JCfII; or (b) The payment by Lessee of all Rental Payments and any other amounts authorized or required W be paid by ( Lessee hereunder; or (c) Prepayment by Lessee of all Rental Payments in accordatce with Section 6.06 hereof; or (d) The laust Termination Dau set forth in Paragraph D of the Supplement(s). ~CR244P:OPTAGREE.2:060994 7 t ~ o ARTICLE VI RENTAL PAYMENTS Section 6.01. Rental Payments to Constimu a Current Fxoense of Lessee. Lessor and Lessee understand and inund that the obligation of Lessee a pay Rental Payments hereunder shall constimce a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in convavention of any applicable constitutional of statuary limitations or requirements concerning the creation of indebudtcess by Lessee, nor shall anything contained herein constimu a pledge of the general tax revenues, funds or moneys of Lessee. Section 6.02. Payment of Rental Payments. Notwithstanding anything a the convary in this Lease Agreement, Lessee's obligation to make Base Rental Payments is contingent upon Lessee's receipt and acceptance of the Equipment, and Lessee's continued right to the possession and use of such Equipment except as set forth in Sections 5.02 and 6.05. The Lessee agrees a pay a the Lessor, its successor ar assigns, wititout deduction or offset of any kind, as rental for the use of the Equipment, the following amounu at the following times: (a) Base Rental. The Lessee shall pay a the Lessor, or in the event of assignment by Lessor, a its assign^e as abase rental (herein called the "Base Rental") annual rental payments with principal and inures[ components, paid semi- annually lisud in Section E of the Supplemem. Each Base Rental Payment shall be payable not less than the business day preceding its due dau. The interest components of the Base Rental Payment shag be paid by the Lessee as and constimu inures[ paid on the principal components of the Base P.ental Payments a be paid by the Lessee hereunder compuced on the basis of a 360-day year composed of twelve 30day momhs. Each annual payment of Base Rental (a be payable in two installments as foresaid) shall be for the agreemem of the Lessor a acquire and install or cause a be made available for the use by the Lessee the Equipment and, following completion of the provision of the Equipment, for the use of the Equipment for the twelve-month period as specified in Section E of the Supplement. (b) Additional Rental. The Lessee shall pay as Additional Rental Payments hereunder in addition a the foregoing Base Rental, to the Lessor such amounts (herein called the "Additional Rental Payments") in each yeaz as shall be required by the Lessor for [he payment of any costs and expenses incurred by the Lessor in connection with the execution, performance or enforcement of this Lease Agreement, the ownership of the Equipment and the lease of the Equipment ro the Lessee, the use of the Equipment, including but tat limited to paymem of all fees, costs and expenses (excluding all adminisvative costs) of the Lessor in comteton with the Equipment, expenses (including, without limita[ion, attorney's fees and disbursements), compensation and indemnification of the Assignor, if airy and its counsel payable under the Assignment Agreements, fees of sadists or aaorneys, insurance premiums not otherwise paid hereunder moneys required to be relaud to the U.S. Government pursttaot a the Code, amounts required to be paid pursuant to Section 8.02 hereof, and all other necessary adminisvative costs of the Lessor or chazges required a be paid by it in order to comply with the arms of this Lease Agreement. Lessee shall not be responsible for Lessor's separau expenses associaced with its management of this Lease Agreement. This shall include costs incurred as a result of assignment or re-assignment of this Lease Agreement, auditing in cottttectioa with Lessor's federal or stau tax requirements or other expenses not assessable solely agaimt the requirement of this Lease Agreement. Such Additional Rental shall be billed a the Lessee by the Lessor fmm time a time, agetber with a statemem certifying that the amount so billed has been paid by the Lessor for o~ or more of the iums above described, or that such amount is then payable by the Lessee within thirty (30) days afar receipt of the bill by the Lessee. Amounts so billed shall be due and payable by the Lessee within 30 days afar receipt of the bill by the Lessee. 1 Such payments of Base Rental and Additional Rental for each rental paymem period during the cetm of this Lease Agreemen[ shall conatimce the atal rental for such rental payment period, and shall be paid by the Lessee in each rental period, following completion of the acquisition, instaBadon sad provision of the Equipment, for and in consideration of the right m the use and the continued quie[ enjoyment of the Equipment during each such rental payment period for which such rental is paid. The parties herea havc agreed star decermined that such total remal represents the fait rental value of the Equipment. In making such decerminadon, cotsideration has been given a the costs of the acquisition and installation of the Equipment a be financed by the Lessor, other obligations of the parties under this Lease Agreement, ~, CCR244P:OPTAGREE.2:060994 g . c o the uses and purpous which may be served by the Equipment and the benefits therefrom which will accrue m the Lessee and the general public. Each installment of rental payable hereunder shall be paid in lawful money of the United States of America to or upon the order of the Lessor at such plue as is designated by the Lessot. To the exunt permitted by law, any such installment of rental accruing hereunder, including the interest and principal components of the Base Rental, which shall not be paid when due shall beaz interest at the rate of twelve per cent (1296) per annum from the date when ffie same ~ is due hereunder until the same shall be paid. Notwithstanding any dispute between the Lessee and the Lessor, any Vendor or any other person and except as set forth in Section 6.05, the Lessee shall make all Rental Payments when due without deduction or offset of any kind and shall not withheld any Rental Payments pending the final resolution of such dispute. Section 6.03. Annual Bud¢ets. The Lessee covenants to rake such ution as may be necessary to include all such Rental Payments due hereunder in its annual budgets and to make the necessary annual appropriations for all such Rental Payments. Lessee reasonably believes that legally available funds of an amount sufficient m make all Rental payments during the Lease Term can be obtained. The obligation of the Lessee to make Rental Payments does not constitute a debt of the Lessee ar of the State of California or of any political subdivision thereof within the meaning of any constitutional or statutory debt limitation or restric[ion. The covenants on part of the Lessee herein contained shall be deemed to be and shall be construed to be duties imposed by law and i[ shall be the dory of euh and every public official of the Lessee to take such utien and do such things as aze required by law in the performance of the official duty of such officials to enable the Lessee m carry out and perform the agreements and covenants in this Lease Agreement agreed to be carried ou[ and performed by the Lessee. Section 6.04. Aoolication of Rental Pavments. All Rental Payments shall be spphed first to the interest components of the Base Rental due hereunder, then to the principal components of the Base ReaW due hereunder and thereafter to all Additional Rental due hereunder, bu[ no such application of any payments which are less than the mtal rental due and owing shall be deemed a waiver of any default hereunder. Section 6.05. Abatemen[. In the event of damage, theft, destruction or loss of use through eminent domain of the Equipment, Lessee's obligation to pay Rental Payments hereunder shall abate to the extent of such damage, [heft, destruction or loss of use, and Lessor shall be entitled to the benefits of Article IX of this Lease Agreement. !n the even[ of abatement, the amount of abatement will be such that the resulting rental paymem represents fair wnsideration for the use of the portions of the Equipment as to which damage, theft, destruction, or loss of use, does not substantially interfere with the use and righ[ of possession o.'the Lessee. If a portion of the Base Rental Payments remain abaud, the unabated Base Rental Payments shall canstimte the mtal Hale Rental Payments due under this Lease Agreemem. In the event of abatement, Base Rental Payments shall be paid from rental interruption insurance proceeds or other legally available funds, if any. Such abatement shall continue for the period wmmencing with such damage or destruction and ending with the completion by the Lessor of the work of repay or replacemem. To the extent permitted by law, the Lessee waives the benefits of Civil Code Sections 1932 (2) and 1933 (4) and atry sad all other rights to terminate this Lease Agreemen[ by vitae of any such damage, theft, destruction or loss of use; provided, however, that such waiver shall not constitute 1 a waiver of the abatement of Rental Payments as set forth in the preceding paragraph. I Section 6.06. Preoavment. (a) The Lessee may prepay in ucordance with Section 9.01 hereof from eminen: domain proceeds received pursuant to Section 9.01 hereof, together with other moneys then available for the purpose of prepayment, the principal components of Base Rental Payments then unpaid relating to the items of Equipment which have been taken by condemnation, in whole or in part on any date, in amounts in euh year selected by the Lessee and furnished m the Lessor, at a prepaymen[ price etptal to the sum of the pri~ipal compo~ats prepaid, without premium, plus accrued interest thereon to the date fixed for prepayment. CCR244P:OPTAGREE.2:060994 9 ' G 4 (b) The Lessee may prepay in accordance with Section 9.01 hereof, from moneys transferred Cram net insurance proceeds received pursuant m Sections 8.03 hereof, togedter with other moneys [hen available for the purpose of prepayment, the principal components of Hose Rental Payments then unpaid relating to the items of Equipment for which such insurance proceeds were received, in whole or in part on any date, in amounts in each year selected by the Lessee and furnished to the Lessor, at a prepayment price equal to the sum of the principal components prepaid, without premium, plus accrued interest thereon to the date fixed for prepayment. i (y The Lessee may also prepay, in accordance with this Section 6.06(c) the principal components of Base Rental Payments then unpaid in whole or in patt from any source of funds, at a prepayment price equal to the sum of the principal component prepaid plus accrued interest thereon to the prepayment date, plus the applicable premium listed in the Supplement. ARTICLE VII TITLE TO EQUIPMENT Section 7.01. Title to the Eduioment. During the Tenn of this Lease Agreement, and so long as Lessce is not in default hereunder, legal title to the Equipment and any and all repairs, replacements, substitutions and modifications m it may be held in the name of the Lessee. Upon termination of this Lease with respect to any Equipment pursuant to Article XIII (default), full and unencumbered legal title tu such Equipment shall pass tu Lessor, and Lessee shall have no further interest therein. Lessee shall execute and deliver to Lessor such documems as Lessor may request tu evidence the passage of legal title to such Equipment to Lessor and the termination of Lessee's interest therein and upon request ~ by Lessor shall deliver possession of the Equipment to Lessor in accordatce. Upon termination of this Lease will[ respect to any Equipment through exercise of Lessee's option to purchase the Equipment or through payment by Lessee of all Base Rental Payments and other amounts hereunder, Lessor's security and other interest in such Equipment shall terminate, and Lessor shall execute and deliver to lessee such documems u Lessee may request to evidence the termination of Lessor's security and other inures[ in such Equipment. Section 7.02. Security Itt[erest. To secure the payment of all of the Lessee's obligations under this Lease Agreement, in the event that it is determined that this Lease Agreement is intended as security, which determittation shall not be affected by this Section 7.02, [he Lessee hereby grants m the Lessor a security interest constituting a first lien on the Equipment and on all repairs, replacements or modifications thereto, and on atry proceeds therefrom, except for those additions to dte Equipment made by the Lessee and which may be removed without damaging the Equipment. The Lessee agrees to execuu such additional documents, including financing statements, affidavits, notices and similar instruments, in form satisfactory to the Lessor, necessary or appropriate to establish and maintain such security interest and the security interest of any assignees of the Lessor in the Equipmem. ARTICLE VIII MAINTENANCE; TAXES; INSURANCE AND OTHER CHARGES Section 8.01. Maintenance of Eauinment by Lessee. Lessee agrees that at all times during the Lease Term, Lessee will, at Lessee's own cost and expense, maintain, preserve and keep the Equipment in good repair, working order and ' condition, and that Lessee will from time m time make or cause m be made all necessary and proper repairs, repluements and renewals. Lessor shall have no responsibility in any of these matters, or for the making of improvements or additions to the Equipment. ~ Section 8.02. Taxes. Other Governmental Char¢es and Utility Chataes. The parties to this Lease Agrcement contemplate that the Equipment will be used for a goverdmental or proprietary purpose of Lessce and, therefore, that the Equipment will be exempt from all taxes presently assessed and levied with respect tu personal property. In the event that the use, possession or acquisition of tM Equipment is found to be subject to taxation in any form (except for income taxes of Lessor), Lessee will pay during the Lease Term, as Additional Actual, as the same respectively come due, all ~""' CCR244P:OPTAGREE.2:060994 10 es and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or frith respect to the Equipment sad any equipment or other property acquired by Lessee in subsdmtion for, as a renewal of replacement of, or a modification, improvement or addition to the Equipment, as well as all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment provided that, with respect to any governmental charges that may lawfully be paid in 1 installments over a period of yeazs, Lessee shall be obligated m pay only such instalhmnts as have accrued during the time this Lease Agreement is in effect. Section 8.03 Insurance. The Lessee shall secure and maintain or cause W be secured and maitained at all rimes with insurers of recognized responsibility or through a program of self-insurance to the extent specifically permittedw this Section, all coverage with respect [o the Equipment required by this Section. Such insurance shall consist of: (1) A policy or policies of insurance against loss or damage m the Equipment known as "a11 risk," including theft, earthquake and flood. Such insurance shall be maintained at any rime in an amount not less than the lesser of (i) the full replacement value of the Equipment or (ii) the aggregate unpaid principal compoaem of Base Rental allocable w the Equipment. Such insurance may at any time include a deductible clause providing for a deductible not m exceed $1,000,000 for all losses in any yeaz; provided, however, that the Lessee's obligation under this clause (1) shall tie satisfied by self-insurance under [he City's Equipment Replacement Reserve Fund; i (2) Cam rehensive eneral liabili covers e a sins[ claims for dams es iaclu ' death, P 8 tY B g B dm8 Persona! injury, bodily injury, or property damage arising from the condition of, or operations involving, the Equipment. Such insurance shall afford protection with a combitred single limit of not less Phan 51,000,000 per occurrence with respect oo bodily injury, death or property damage liability, or such greater amount as may from time to torte be recommended by the Lessee's risk management officer ar an independent insurance consultant retard by the Lessee for that purpose; provided, however, that the Lessee's obligations under [his clause (2) may be satisfied by self-insurance; (3) Workers' compensation insurance issued by a responsible carrier authorized under dte laws of the State to insure employers against liability for compensation under the Labor Code of the Sate, or say act hereafter enacted as an amendment or supplement thereto or in lieu thereof, such workers' compensation inwraace to cover al! persons employed by the Lessee in connection with the Equipment and to cover Cu11 liability for compensation under say such act aforesaid; provided, however, that the Lessee's obligations under this clause {3) [nay be satisfied by self-insurance; and Further, Lessee shall maintain or cause to be maintained at its expense throughout the Lease Term, remal interruption itwtrance against loss of use of the Equipment of portions thereof with coverage equal w the maximum mtal Base Rental Payments payable by Lessee for say consecutive 24 arondt period. The policy shall inattre against abatemem of Base Rental Payments payable by Lessee resulting from Lessee's Toss of use of the Equipment or say substantial portion thereof and caused by any and all perils, either insured or uaittsured, iaclttdittg acts of God. Such insurance shall be payable to Lessor in amounts proportionate to Lessee's loss of use of the Equipment and the cornspoading rental abatement, if say, and shall supplement Lessee's applicable Base Rental Payments, if any, during dte restoration period in sufficient amount m make Lessor whole. All policies or certificates issued by the respective insurers for insurance, with the exception of workers' compensation insurance, shall provide that such policies or certificates shall sot be canceled m materially changed without at leas[ 30 days' prior wriaen notice [o the Lessor. Annually, sad upon the provision of any new insurance policy or the renewal of any existing policy, the Lessee shall provide the Lessor with a certificate stating that the Lessee is in full compliance with the requirements of this Section. The Lessor shall be entitled m rely upon say ttrtificau so provided as m the Lessee's cotnplia~e with this Section, aml the Lessor shall have no further duties in that regard. CCR244P:OPTAGREE.2:060994 11 . G O All policies or certificates of insurance provided for herein shall name, where applicable, the Lessee as a named insured, and the Lessor as additional insured. Notwithstanding the generality of the foregoing, the Lessee shall not be required to maintain or cause m be maintained more insurance than is specifically refereed to above or any policies of insurance other than standazd policies of insurance with standazd deductibles offered by reputable insurers at a reasonable cost on the open mazket; provided, however, that if the Lessee determines that any such insurance is not offered by reputable insurers at a reasonable cos[ I on the open market, or for any other reason the Lessee elects, with respect m those risks set forth above for which self- insurance is permitted, not to maintain the insurance with outside insurers as described above, it will self-insure those risks for which insurance is otherwise required. If the Lessee is permitted to and does self-insure under this provision, then, except for any self-insurance for workers' compensation to which this sentence shall not apply, the Lessee will establish and fund reserves which, in the opinion of the Lessee's risk manager, aze adequate and such reserves shall be valued annually by the Lessee's risk manager and a report of such valuation delivered m the Lessor. ARTICLE IX DAMAGE, DESTRUCTION, THEFT AND CONDEMNATION: USE OF NET PROCEEDS Section 9.01. Damace. Des[ruction. Theft and Condemnation: Use of Net Proceeds. Unless Lessee shall have exercised its option m purchase the Equipment by making payment of the Purchase Price as provided herein, if prior m the termination of the Lease Term (a) the Equipment or any portion thereof is destroyed (in whole or in part) or is damaged by fire or other casualty or (b) title m, or the temporary use of, the Equipment or airy part thereof or the estate of Lessee or Lessor in the Equipment or any part thereof shall be taken tinder the exercise of the power of eminent domain by any governmental body or by any person, firm, or corporation acting uttder govettunental authority, Lessee anti Lessor will cause the Net Proceeds of any insurance claims or condemnation award to be .applied m the prompt repair, restoration, modifica[ion, improvement or replacement of such Equipment. Any balattce of the Net Proceeds remaining after such work has been completed shall be paid to Lessee. For purposes of this Article IX, the term "Net Proceeds" shall mean the amount remaining from the gross proceeds of any insurance claim or condemnation awazd after deducting all expenses (including attortteys' fees) incurred in the collecrion of such claim or award. Alternatively, the Lessee, at its option, with the written consem of the Lessor, may elect not m repair, reconstruct or replace the damaged, stolen, desroyed or condetnned Equipment and tbereupott shall cause said proceeds m be used for the prepayment, in accordance with Section 6.06 hereof, of the Base Retttal Payments. ~ ARTICLE X DISCLAIMER OF WARRANTS; VENDORS' WARRANTS; USE OF THE EQU~MENT Section 10.01. Disclaimer of Warranties. LESSOR MAKES NO WARRANTY OR REPRESENTATION, ETfHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDTITON, MERCHANTABII.ITY OR ` FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF THE EQUIPMENT, OR WARRANTY WITH RESPECT THERETO. In no even: shall Lessor be !'table for an incidental, indirect, special or wttsegttetuial damage in connection with or azising out of this Lease Agreement or the existence, tutniahing, functiottittg or Leaxe's use of any item or product ar services provided for in this Lease Agreement. I THE LESSEE CONFIRMS THAT IT HAS MADE (OR WILL MAKE) THE SELECTION OF EACH ITEM OF EQUIPMENT ON THE BASIS OF ITS OWN JUDGMENT AND EXPRESSLY DISCLAIMS RELIANCE UPON ANY STATEMENTS, REPRESENTATIONS OR WARRANTIES MADE BY THE LESSOR. THE LESSOR SHALL NOT . BE LIABLE TO THE LESSEE FOR ANY MATTER RELATING TO THE ORDERING, MANUFACTURE, CCR244P:OPTAGREE.2:06t1994 12 G O PURCHASE, DELIVERY, ASSEMBLY, INSTALLATION, TESTING, OWNERSHIP, USE, POSSESSION, OPERATION OR SERVICING OF THE EQUIPMENT OR FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE OF ANY KIND CAUSED BY THE EQUIPMENT. Section 10.02 Vendor's Warranties. Lessor hereby irrevocably appoinu Lessee its agent and attorney-in-fact during the Lease Term, so long as Lessee shall not be in default hereunder, to assert from time to time whatever claims and rights, including warranties of the Equipment, which Lessor may have against the Vendor of the Equipment. Lessee's sole remedy for the breach of such wazranry, indemnification or representation shall be agains[ the Vendor of the Equipment, and not against Lessor, nor shall such matter have any effect whatsoever on the rights and obligations of Lessor with respect m this Lease Agreement, including the right to receive full and timely payments hereunder. Lessee expttssly acknowledges that Lessor makes, and has made, no representation or warranties whatsoever as to the existence or availability of such warranties of the Vendor of the Equipment. Section 10.03. Use of the Eauinment. Lessee will not knowingly install, use, operate or maintain the Equipment in violation of any applicable law or in a manner contrary to that contemplated by this Lease Agreement. Lessee shall provide all pertttits and licenses, if any, necessary for the installation and operation of the Equipment. In addition, Lessee agrees to comply in all respects (including, without limitation, with ttspect to the use, maintenance and operation of each item of the Equipment) with all laws of the jurisdictions in which its operations involving any item of Equipment may extend and arty legislative, executive, administrative or judicial body exercising any power or jurisdiction over the items of the Equipment; provided, however. that Lessee may contest in good faith the validity or application of any such law or rule in anY reasonable maniter which does not, in the opinion of Lessor, adversely affect the estate of Lessor in and to any of the items of the Equipment or iu interest or rights under this Lease Agreement. ARTICLE XI OPTION TO PURCHASE Section 11.01 OJttion to Purchase. At the request of Lessee, Lessor's security interest in an item of Equipment will be terminated and this Lease Agreement shall terminate with respect thettto as follows: (a) at the end of the Lease Term with respect to such item of Equipment upon payment in full of Rental Payments due hereunder; or (b) in the event of total damage, destruction or condemnation of an item of Equipment and, (c) if Lessee is not on such date in default order this Lease Agttemem, upon payment of the Ptttthase Price of such item of Equipment to the Lessor in acwrdance with Sections 6.06 and 9.01 herwf. ARTICLE XII ASSIGNMENT, SUBLEASING, INDEMNIFICATION MORTGAGING AND SELLING Section 12.01. Assignment by Lessor. Lessee acknowledges and consents m Lessor's assignment of its right to receive Base Rental Payments and certain of its rights m enforce paymem hereutder m various assignees and hereby agttes to make Base Rental Payments to such address in the United States u shall be deaignatcd by Lessor. Section 12.02. No Salc Assignment or Subleasing by Lessee. This Lease Agreement and the interest of Lessee in the Equipment may trot be sold, assigned or enctunbered by Lessee without the prior wriaen consent of Lessor a~ , Assignor. CCR244P:OPTAGREE.2:060994 13 ~ o The Lessee represents that the Equipment shall be and at all times shall remain separately identifiable personal property. The Lessee shall, at its expense, take such action as may be necessary to prevent any thud party from acquiring >~"!, any right to or interest in the Equipment by virtue of the Equipment being deemed to be real property or a part of other ~,r personal property. If requested by Lessur, the Lessee shall attach w and maintain on the Equipment a conspicuous plate, label or mazking dixlosing the ownership interest of the Lesxr therein and dixlasing any security interest therein entered inm under Section 7.02 hereof. Section 12.03. Release and Indemnification Covenants. To the extent permitted by the laws and Constitution of the State, Lessee shall protect, hold harmless and indemnify Lessor and its assignees from and against any and all liability, obligations, fosses, claims and damages whatsoever azising in connection with this Lease Agreement, regazdless of cause thereof, and expenses in connection therewith, including, without limitation, counsel fees and expenses, penalties a~ interest arising out of or as the result of the Lessee entering into of this Lease Agreement (except if azising out of the Lessor's rrgligence or willful mixonduct), the ownership of any item of the Equipment, the ordering, acquisition, use, operation, condition, purchase, delivery, rejection, smrage or return of arty item of the Equipment or any accident in correction with the operation, use, condition, possession, storage or return of any item of the Equipment resulting in damage to property or injury to or dea[6 to arty person. The indemnification arising under this pazagraph shall continue in full force and effect notwithstanding the full payment of all obligations under this Lease Agreement or the urmination of the Lease Term for any reason. To the extent permitted by law, Lessee agrees not to withhold or abate any portion of the payments required pursuant to this Lease Agreement by reason of any defects, malfunctions, breakdowns or infirmities of the Equipment. The Lessee and the Lessor mutttally agree m promptly give notice to each other of arty claim or liability hereby indemnified against following knowledge thereof. ARTICLE XIII EVENTS OF DEFAULT AND REMEDIES Section 13.01 Events of Default Defined. The following shall be "events of default" under this Lease Agreement and the terms "event of default" and "default" shall mean, whenever they are [teed in this Lease Agreement, arty one or more of the following events: (a) Failure by Lessee to pay any Rental Payment or other payment required to be paid hereunder at the time specified herein; and (b) Failure by Lessee [o observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in Section 13.01(a), for a period of 30 days after written notice, specifying such failure and requesting that i[ be remedied is given to Lessee by Lessor, uNess Lessor shall agree in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in tite entice cannot be corrected within the applicable period, Lessor will not urueasonably withhold its consent to an extension of sttch time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected. If by reason of force maieure Lessee is unable in whale or in part m carry out its agreement on its part herein contained, other than the obligations on the part of Lessee wntaittd in Article VI hereof, Lessee shall not be deemed in default during the continuance of such inability. The term "force majeure" as used herein shall mean, without limitation, the following: uts of God, strikes, lockouts or other industrial disturbances; acts of public ettmies, orders or restraints of any lord of the government of the United States of America or of the state wherein Lessee is located or any of their departments, agencies or officials, or any civil or military authority; insurrections; riots; landslides; earthquakes; fires; storms; droughts; Goods; or explosions. CCR244P:OPTAGREE.2:060994 14 . C O Section 13.02. Remedies on Default. Whenever any event of default referred to in Section 13.01 hereof shall have happened and be continuing, Lessor shall have the right, at its sole option withou[ further demand or notice, to take one or any combination of the following remedial sups: (a) To urmiaau this Lease Agreement, or, with the consent of the Lessee which consent shall not be unreasonably withheld, to keep this Lease Agreemen[ in full force and effect, a~ in either event, to retake possession of the Equipment and sell, lease or sublease the Equipment for the account of Lessee upon such arms and cottdidoas as the Lessor may deem advisable, in which event the rental received on such re-leafing shall be applied first to the expenses of re-letting ~ and collection, indudi a nses necess for re air or restoration of the ng xpe wry p Equipment or arty portion thereof to its original condition (taking into account normal wear and uaz), and rhea to the payment of Base Rental sad Additioral Rental Payments then due, and if a sufficient sum shall not be thus realized to pay all Base Rental and Additional Rental payments then due, then, if this Lease Agreement shalt not have been urtninaud, the Lessee shall pay to the Lessor any net deficiency existing on the dau when Base Rental or Additional Rental is due hereunder; (b) To take whauver action at law or inequity may appear rucessazy or desirable to enforce its tights as the owner of the Equipment and to collect the Rental Payments then due or thereafter to become due during the Lease Tetm or [o enforce performance and observance of say obligation, agreement or covenant of the Lessee hereunder. The Lessee hereby waives any and all claims for damages caused or which stay be caused by the Lessor in taking possession of the Equipment as herein provided and aU claims for damages that may result from the destruction of or injury m the Equipment and all claims for damages to or loss of any property belonging to the Lessee, or any other person, that may be on or about the Equipment. In the event that either parry brings an action to enforce arty of the arms and provisions of this Lease Agreement, the non-prevailing party agrees to pay a reasonable amount as and for attorney's fees incased by that in atumpting to enforce any of the remedies available to that parry hereunder, whether or sot a lawsuit bas been filed and whether or not any lawsuit culminaus in a judgment. Section 13.03 No Remedv Exclusive. No remedy herein conferred upon or reserved to either party is inunded to be exclusive and every such remedy shall be cumulative ctrl shall be in addition to every other remedy given under this Lease Agreement or now or hereafur existing at law or in equity. No delay or otniaaioa to exercise anY right or power accruing upon any default shall impair arty such right or power or shall be construed m be a waiver thereof, but any such righ[ and power may be exercised from time to tune and as often as may be deemed expedient. ARTICLE XIV ' MISCELLANEOUS Section 14.01. Notices. All notices, certificaus or other communications hereutder shall be sufficiently given and shall be deemed given when delivered or mailed by regisured mail, postage prepaid, to the parties at their respective places of business. Section 14.02. Binding Effect. This Leax Agreement shall inttrc to the benefit of a~ shall be binding upon Lessee and Lessor and their respective successors and assigns. ! Section 14.03. Severability. In the event any provision of this Lease Agreemem shall be held invalid or unenforceable by any court of compeunt jurisdiction, such holding shall not invalidau or render unenforceable arty other provision hereof. Section 14.04. Amendments. Tire arms of this Lease Agreement may be waived, altered, modified, supplemenud or amended by a written iastrttmem signed by the Lessor a~ the Lessee; Provided that ao such waiver, aluration, modification, supplemen[ or ameadmem shall be made which impairs the obligadoa m make Base Rental Payments as affects the amount of such Base Rental Payments. CCR244P:OPTAGREE.2:060994 15 Section 14.05. Access to Premises. The Lessor and its designee shall have the right to enter the premises where the Equipment is located during reasonable busicess hours (and in emergencies at all bates) (i) to inspect the same and (ii) for purposes corrected with the Lessor's tights or obligations hereunder. G Section 14.06. Net-net-net Lease. This Lease Agreement shall be deemed and construed to be a "aet-aet-net lease" and the Lessee hereby agrees that the Rental Payments shall be an absolute net remtn to the Lessor, free and cleaz of any expenses, chazges or set-offs whatsoever, except to the extent expressly provided in this Lease Agreement. Section 14.07. Further Assurances and Corrective Inswmena. The Lessee and the Lessor agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto artd such further instrumems as may reasonably be required for correcting eoy inadequate or incorrect description of the Equipment hereby leased or intended to be so leased or for carrying out the expressed intention of this Lease Agreement. Section 14.08. Execution in Counteparts. Phis Lease Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but oce and the same ittsttuateat. Section 14.09. Aoolicable Law. This Lease Agreement shall be governed by and cotutrued in accordance with the laws of the State of California. Section 14.10. C3ntlOna. The captions or headings in this Lease Agreement are for convettience only and in no way define, limit or describe the scope or intent of any provisions or section of this Lease Agreement. **•Ead of Master Iaase Agreement''' CCR244P:OPTAGREE.2:060994 16 O E7LI~BIT CERTIFICATE OF ACCEPTANCE The undersigned, as Lessee (the "Lessee") under the Master Lease Agreement Supplement (the "Supplement") dated as of , 19 ,with Smith Mitchell Investment Group Inc., as Lessor, acknowledges receipt in good condition of the portion of the Equipment described in the Supplement set forth below on , 19 ,and further certifies that Lessor has fully and satisfacmrily performed all of its covenants and obligations required under the ' Lease Agreement of which the Supplemen[ is a part. Purchase Order No. an[i Cost Total Description of Equipment: Useful Life of Equipment: CCR244P:OPTAGREE.2:060994 = 1 EI~1T B OPINION OF COUNSEL Lessee: Lessor: Smith Mitchell Leasing Services Group Ltd. 135 Main Stnxt, Suite 1120 San Francisco, California 94105 ~ Re: Master Lease Agreemen[ by and between Smith Mitchell Leasing Services Group Ltd. -. ('Lessor')_and [Lessee] ('Lessee") Ladies and Gentlemen: I I have acted as counsel to the Lessee with respect to the Master Lease Agreement aced the Master Lease Supplement No. _ (together the "Lease") and various related matters, and in this capazity have reviewed a duplicate original or certified copy thereof among Lessor aced I.essa. Based upon the ~=amin~tinn of these aced sttch other documents as I deem relevant, it is my opinion that: (1) Lessee is a political subdivision of the state of California (the 'State'), duly organized, existing and operating undo the Constitution and laws of the State. (2) Lessee is authorized and has power under applicable law to enter into Ute Lease, and to carry out its obligazions thereunder and the transactions contemplated thereby. (3) The Lease has been duly authorized, approved, exetarted and delivered by and oa behalf of the Lessee, and are legal, valid, binding contracts of the Lessee enforceable in accordance with their terms, except to the extent limited by State and Federal laws affecting remedirs and badmtptcy, reorganization or other laws of general application relating to or affecting the creditors' rights. (4) The authorization, approval and execution of the Lease and all other proceedings of i Lessee relating to the transaction contemplated thereby have ban performed in accordance with all applicable open mating, public records, public bidding and all other laws, Hiles and regulations of the State. (5) The execution of the Lease and the appropriation of moneys to pay the Bernal Payments coming due thereunder do not and will not result in the violation of any eonstirutional, statutory or other limitation relating to the moaner, foam or amount of indebtedness which may be incurred by Iessa. (6) Thetro is no litigation, action suit or proceeding pending or before atry court, administrative agency, arbitrator or governmental body, that challenges the organization or existmoe of the Lessor; the authority of its officers or its employees to enter inm the Lease sad other dotatments contemplated thereby; the appropriation of moneys [a tnalce Rental Payments wider the Lase for the current fiscal year of Lessor; or the ability of Lessor to otherwise perform its obligations under the Cease, and the transaaions contemplazed thereby. Resolution No. _ of the governing body of Leases was duly and validly adopted by such governing body an 19 ,and such resolution has not ban amended, modified, supplemented or repealed and remains in full force and effeG. ' Very trtily yours ctey a< 8.h 8errordiro ~ ~ SCHEDULE A 800 MIL eetlie f7{tM ~"'' Iropoeed BqutpNnt few /Itwlelry ~b~ ~w. vw.rne 1tch.dW• InNrot Igimin8 wanthly vertten et erlnoipel Endi118 Da. Ielenee ?eyernt 6.300% vertlon Ielenee OE/30/9S 2,133,070.00 150,000.00 67,191.71 82,806.30 2,050,261,77 I 05/30/95 2,030,261.71 25,300.00 10,761.47 14,536.73 2,D1S,725.5d 06/30/95 2,055,725.56 25,300.00 10,667.56 14,612.44 2,021,113.1< 07/30/95 2,021,713.1< 25,300.00 10,610.84 14,669,16 2,006,123.98 b/SO/95 2,006,423,96 25,300.00 10,533.73 14,766,27 1,991,657.71 09/30/95 1,991,657.71 25,300.00 10,456.20 14,843.b 1,976,813.91 10/30/95 1,976,813.91 25,300.00 10,376.27 14,921.73 1,%1,692.18 11/30/95 1,%1,492.16 zs,300.00 10,299,93 15,000.07 1,946,892.72 12/30/9! 1,9E6,49a.12 x5,300.00 10,227.18 15,074.42 1,911,81330 07/30/96 1,931,87330 2s,3oD.00 10,142.02 1s,757.% 1,916,67S.1a 02/26/96 1,916,655.32 25,300.00 t0,062.4< 15,237.16 1,901,417,76 03/30/96 1,901,117.76 25,300.00 9,%2.44 15,317.56 1,666,100.21 04/30/96 1,666,100.21 25,300.00 9,902.03 15,397.97 7,1170,702.23 05/30/% 1,470,702.23 25,300.00 9,821.19 15,476.61 1,655,223.42 06/311/96 1,855,223.42 25,300.00 9,739.92 1S,S60.b 1,839,663,3E 07/30/% 1,839,661.14 25,300,00 9,658.23 15,641.77 1,824,021,57 06/30/96 1,624,021.57 25,300.00 9,576.11 17,723.69 1,606,297,69 09/30/96 1,808,297.69 25,300.00 9,493.56 15,406.1E 1,792,49},25 10/30/% 1,792,491.27 25,300.00 9,410.58 15,869.42 1,776,601.63 71/30/% 1,776,601.63 25,300.00 9,327.16 15,972.4E 1,760,626,99 12/30/% 1,760,628.99 25,300.00 9,243.30 16,056.}0 7,744,572.29 01/30/97 1,744,572.29 25,300.00 9,159.00 16,141.00 1,728,<31,30 02/28/97 1,728,431.30 25,300.00 9,074.26 16,225.7E 1,712,205.56 03/30/97 1,712,207.56 27,300.00 6,91{9.06 16,310.92 1,695,6%.64 04/30/97 1,695,894,64 23,300.00 8,903.45 16,3%.75 1,619,696.09 05/30/97 1,679,4%.09 25,300.00 8,81736 16,E82.64 1,663,015.45 06/30/97 7,663,015.45 25,300.00 8,730.85 16,569.17 1,6E6,466,28 07/30/97 1,646,6<6.26 25,300.00 B,6E3.44 11.,656.16 1,629,790.12 b/30/97 7,629,790.72 25,300.00 B,SSb.40 16,743.60 1,615,046.52 09/]0/97 1,613,046.52 25,300.00 8,466.E9 1b,437.51 1,5%,215.02 10/30/97 1,5%,215.02 25,300.00 6,380.13 16,919.87 1,579,295.15 11/30/97 1,379,295.15 25,300.00 4,29730 17,008.70 1,562,266,<S 12/30/97 1,562,286.44 25,300.00 8,202.00 17,098.00 1,SES,1b,4S 01/30/98 1,SES,ib.<5 25,300.00 d,112.2< 17,187,76 },528,000.69 02/28/98 7,526,000.69 25,300.00 8,022.00 17,278.OD 1,510,722.69 03/70/98 1,570,722.69 25,300.00 7,931.29 17,168.71 1,193,353.99 06/30/98 1,493,353.99 25,300.00 7,840.11 17,659.49 1,475,694.09 05/30/94 7,47S,W6.09 25,300.00 7,748.46 17,551.56 1,656,362,5< 06,/30/9D 7,458,342.54 25,300.00 7,65630 17,643.70 1,140,698.8E 07/30/96 7,440,698.84 25,300.00 7,563.67 17,73633 1,422,962.51 08/30/98 t,E22,962.51 25,300.00 7,170,55 17,629.45 1,405,133.06 09/30/96 1,405,133,06 25,300,00 7,376.95 17,923.05 1,367,110.01 10/30/98 7,367,210.01 25,300.00 7,262.85 18,017,15 1,169,192.46 11/30/98 1,369,192.86 25,300.00 7,tb.26 18,771.74 1,351,061.12 Imith Mttehell Imeetnrnt Oraup [ne. 09/21/94 Fe9e t - I _ -a Nty of tan t.rn.roine ~ "'~ 800 1811 ta81e tyatw ?rapoaad lquipant La«a ?inanciry -l«« ?ayaynt tohadule Sntar«t tptmint Monthly rortten at ?rinelpal Eedilp Date hlanea ray6ant 6.700% ?ertlon talan« 12/70/% 1,751,ON.12 23,300.00 7.093.18 18,206.82 1,332,871.30 01/30/99 1,332,874.30 23,300.00 6,997.59 18,302.41 1,774,571.89 I 02/28/99 1,31<,371.89 25,300.00 a, 901.50 18,3%.50 1,2%,173.79 03/30/99 1,2%,173.39 25,300.00 6,804.91 18,195.09 1,277,678.30 04/30/99 1,277,678.30 25,300.00 6,707.81 18,592.19 1,259,016.11 05/30/99 1,259,086.11 25,300.00 6,610.20 18,689.80 1,240,3%.31 06/30/99 1,240,3%.31 25,300.00 x,512.08 18,787.92 1,221,608.39 07/30/94 1,221,608.39 25,300.00 6,413.41 18,886.56 1,202,721.84 08/30/99 1,202,721.84 25,300.00 6,314.29 18,985.71 1,183,776.13 09/30/99 1,183,776.13 25,300.00 6,274.61 79,085.39 1,164,650.74 10/30/99 1,164,650.74 25,300.00 6,11<.42 19,185.58 1,145,465.16 11/30/99 1,145,465.16 23,3C0.00 6,013.69 19,286.31 1,126,178.85 12/30/99 1,126,178.85 25,700.00 5,912.44 19,387.36 1,106,791.29 01/30/2000 1,106,791.29 25,300.C0 S,b10.65 19,489.33 1,087,301.95 ~ 02/28/2000 1,087,701.95 2S,30C.00 5,708.34 19,591.65 1,067,710.28 , 03/30/2000 1,067,710.28 25,300.C0 5,603.48 19,694.52 1,048,015.76 O4/30/2000 7,048,015.76 23,30C.D0 5,502.08 19,797.92 1,028,217.84 05/30/2000 1,028,217.84 23,30C.00 S,3%.14 19,901.86 1,008,315.99 06/30/2000 1,008,315.99 25,500.00 5,293.66 20,006.34 %8,309.64 07/30/2000 988,309.64 25,300.00 5,188.63 20,111.37 968,1%.27 08/30/2000 968,1%.27 25,300.60 5,083.04 20,216.% 947,%1.31 09/30/2000 947,981.31 25,3C0.00 1,976.90 20,323.10 927,658.21 10/30/2000 927,658.21 25,300.00 1,870.21 20,429.79 907,228.42 11/30/2000 907,228.42 25,300.C0 1,762.95 20,537.05 886,691.37 12/30/2000 886,691.37 25,300.00 4,655.13 20,641.87 866,046.50 01/30/2001 866,046.50 25,300.00 4,546.74 20,153.26 843,2%.24 02/28/2001 845,2%.24 25,300.00 4,437.79 20,862.21 824,471.03 03/30/2001 824,431.03 25,300.00 4,328.26 20,971.74 803,<59.29 i 0</30/2001 803,459.29 25,300.00 4,218.16 21,081.84 782,377.46 05/!0/2001 782,377.46 25,300.00 4,107.48 21,192.52 761,184.94 06/30/2001 761,184.9< 25,300.00 3,9%.22 21,303.78 779,881.16 07/30/2001 739,881.16 25,300.00 3,884.38 21,415.62 718,465.33 ' 08/30/2001 718,465.53 25,300.00 3,771.94 21,528.06 6%,937.48 09/30/2001 6%,937.18 25,300.00 3,658.52 21,641.08 675,2%.40 70/30/2001 675,2%.40 25,100.00 5,545.71 21,754.69 657,341.71 11/30/2001 653,541.71 25,300.00 3.431.09 21,868.91 631,672.80 12/30/2001 631,672.80 25,700.00 3,316.28 21,98S.J2 609,dW.08 01/30/2002 609,689.08 25,300.00 3,200.87 22,099.13 587,589.95 02/28/2002 587,589.95 25,300.00 3,084.85 22,215.15 565,374.80 07/30/2002 565,374.80 25,300.00 2,%8.22 22,331.78 543,043.01 04/30/2002 543,043.01 25,300.00 2,850.% 22,649.02 520,593.99 05/30/2002 520,593.99 18,800.97 2,773.12 16,067.85 504,526.14 06/30/2002 504,526.11 18,800.97 2,648.76 16,152.21 188,315.93 /~. 07/30/2002 /88,375.93 18,800.97 2,563.% 16,237.01 472,136.92 ( with M1toMll Inv«twnt troop Ine. 09/21/94 rata 2 ~r ~ . I n I Ctty N 88n 8orn~rdlno 800 M8: 8W/e 81titM ?rapsOW t?11PMnt lwN 71n6nelrtl wo ?~ywnt 8tAe6ulo Lnbn~t Bplnnln8 Nanthly vortfan ~t PrinelpN Etdlry 08a 84los~oo Oopwns 6.300X ?ortlon Mlrin 081%/2002 172,136.92 18,800,97 2,478.72 16,322.25 455,814.67 09/30/2002 455,814,67 18,800.07 2,393.03 16,407.94 439,406.7E 10/30/2002 439,<06.75 18,800.97 2,306.89 16,494.08 <22,912.65 11/30/2002 422,912.65 18,800.97 2,220.29 t6,S80.68 406,331.97 12/30/2002 406,331.97 18,800.97 2,133.24 16,667.75 389,664,24 01/30/2003 389,664,21 18,800.97 2,04S.T4 56,735.23 372,909.01 02/28/2003 372,909.01 18,800.97 „957.77 16,843.'?0 356,065.81 03/3012003 356,065.81 18,800.97 1,869,35 16, 931. i2 339,134.18 04/30/2003 339,134.18 18,800.97 1,780.45 17,020.12 322,113.67 05/30/2003 322,113.67 18,800.97 1,691.10 17,109.87 305,003.80 06/30/2003 305,003.80 18,800.97 1,601.27 17,199.70 287,804.10 07/30/2003 287,804.10 18,800.97 1,510.97 17,290.00 270,514.10 08/30/2003 270,514.10 18,800.47 1,420.20 17,380.77 253,133.3! - 09/30/2003 253,133.33 18,000.97 1,328.% 17,472.02 235,661.31 10/308003 235,661.31 18,800.97 5,237.22 17,563.75 218,097.56 - 11/30/2003 218,097.56 18,800.97 1,145.01 17,855.% 200,411.60 12/30/2003 200,441.60 18,800.97 1,052.32 17,748.65 182,692.95 01/30/2004 182,692.95 78,800.97 950.14 17,841.83 161,851.12 02/28/2004 164,851.12 18,EC0.97 865.47 17,935.50 146,915.62 03/30/2004 1<6,915.62 18,800.97 771.31 18,029.66 526,p5.95 /30/2004 128,885.95 18,800.97 676.65 18,124.32 710,761.63 l /30J200L 110,761.63 18,800.97 581.50 18,219.17 92,542.16 I 06/30/2%4 92,542.16 18,800.97 485.85 18,315.12 74,227.04 07/30/2004 74,227.04 18,800.97 389.69 18,411.28 55,813.76 08/30/2001 55,815.76 18,800.97 293.03 18,507.94 37,307.82 09/]0/2004 37,!07.82 78,800.97 195.87 18,605.10 18,702.72 10/30/2004 18,702.72 78,800.97 %.19 18,702.72 0.00 2,133,070.00 2,839,229.04 706,159.04 2,535,070.00 0.00 ijitif/iiifi liiifii/fi6i YtiiYtiifii tYiYiYYi Mibifiiiff I i ~'"th Niceholt lnvatAwnt Orap Ine. 09/21/91 ?eEe 3 i .- SCHEDULE B ,~ ~ ~~~~~~+~~i~~~~~~NN~~~xSfiGI~iCR~_~_3yf~GIA~6i0~_19~'IC~~s~~~„~ 3 ~&~~~~8~~d~A~~NNI~~I~u~~'e~~~e•~§~'n~3~Q~'~~+i~~a~~s'~~~es~~~~~ x ~ ~ ~ ~ s ~ _a ~~~a:~n~~e~aa~s~;q~E~~s~a~x~~s:~~saa,a;,a~xesaus~e:.sNa u ~ N~N YIMNNNNNNNNNNMNMMMNMNNNMNNNNM NII~IRNNYIN MY111~NNNNY'~NNNN w ~ ~ Maxgaffis$g~$an"a~~~I~i~~Ea~t~~ss~ass,~~~s~ra!s~~~asn~es~~g~~ ~ ~ ~ , ~~~~~~~~~zl~~~~x~~6~c3r,$~~~~~i~1~~~i~~r3P~~R~~~~gi~§M~~ wwwww _~~www wwwwwwww ~ g asssssseaa::aeaa $saa:~:s::aaaga~as~~~s~sssssgss + MIrIM ~.www wwww~w w ~ ,:sssgg~gg~:~~~~~ ~~~~~~xxxx~xx~xxx~~~~~~~33~~~~x YAV~fVrrYVOV~f V~1?~fdfOdV1VVV~i ~f Vf VAf QMVf~f ~t ~f Y~f RrM~1 •.t .fN M s q ~ ~ ww~.w~P~~7~~wwwww~~~~~~~~wwwwww~i~~~~~~ww~.wwww7~~w~ww~ 8 %IRMI MIN MRMRPIMRM1RM Fi ~'i ~riR TnRnn~inR iii &'i~tiR inn ~MiR T+.na~i~»~~nn~n ai SiY~iii~i'.i~~taii~iii~i'~~~tiiYiii~tl~~~t~iiYkf.l~~i~~~~i e s yN P N ~ /"1 (`rI] ~g~`~d~~y~y~~e~'~~~ Ni~I NIRNIV~sN ~ Yy N y~ 5 ~d• +~p~~ Ny~MIF{10~pRN ~ r ~~~pd ffigRStR~ b ~~~R~~~~~N~ NNNNNNNNNNN mHmw .p~/ a op Y r •w~N~NVMM~N~ 1G~Np~~~is^oxA '~ ~ g as~8$~ssass s '~ ~°r e'ee'e'aa6"d Y NNNNNMNMNII~M1 r c 3 9! ..,e...., MM~M~M1~11'i1M~M ~~i~~~+~~~xd d MN P CITY OF SAN BERN~DINO -REQUEST F~ COUNCIL ACTION From: FRED WILSON Subject: Agreement with County for . Assistant City Administrator maintenance services for 800 MHz De Mobile Data Terminal system. (MDT) Date: September 26, 1494 Synopsis of Previous Council action: August 1992 -- Agreement approved with Motorola for purchase of MDT system. Recommended motion: Adopt resolution. J -~~~ Signature person; Fred Wilson Phone: 5122 Supporting data attached: yes Ward: FUNDING REQUIREMENTS: Amount: $49.200.00 Source: (Acct. No.) 001-092-5 5500 A ct. Descri lion communications a ui ment Finance: ~ " ' f Cgr^eil Notes: 75.0262 Agenda Item No~ . C: STAFT~' REPORT The City purchased a mobile data terminal (MDT) system for the Police Department in November 1993. The mobile data terminals were on a 8 month warranty from Motorola which recently expired. In order to continue to maintain these terminals, it is necessary to contract for this service. Currently, only Motorola and the County of San Bernardino can provide these maintenance services. Both the County and Motorola were requested to provide quotations to the City. The quotation from the County was approximately $3000 lower than Motorola's quote. It is therefore recommended that the attached agreement be approved with the County for MDT maintenance services for the balance of FY 94/95. The cost is $49,200. Funding has been included in the FY 94-95 budget for these services. I I . p ~ 1 RESOLUTION NO. ~,. 2 RESOLUTION OF THE CTT~ OF SAN BERNARDINO AUTHORIZING AN $ AGREEMENT WITH THE COUNTY OF SAN BERNARDINO FOR IMPLEMENTATION OF AN 800 MHz MOBILE DATA TERMINAL MAINTENANCE SERVICES AGREEMENT 4 FOR THE CITY OF SAN BERNARDINO. 5 BE TT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF $ SAN BERNARDINO AS FOLLOWS: 7 SECTION 1. The Mayor is hereby authorized and directed to execute on behalf of the 8 City an agreement by and between the City of San Bernardino and the County of San Bernardino 9 for the implementation of an 800 MHz Mobile Data Terminal Maintenance Services Agreement, 10 for a total amount of $49,200.00, for the City of San Bemazdino. 11 SECTION 2. The authorization to execute the above referenced agreement order is 12 13 rescinded if it is not issued within sixty (60) days of the passage of this resolution. 14 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and 15 Common Council of the City of San Betnazdino at a meeting thereof, held on 16 the day of , 1994, by the following vote, to wit: 17 ///// 18 ///// 19 20 ///// 21 ///// 22 ///// ~ ///// 24 /n// 25 ///// 2s 27 /llll 28 1 ' RESOLUTION UTHORIZING AGREEMEWITH COUNTY FOR IlMPLEMENTAI~V OF AN 800 MHz M DIGTTAL TERMINAL 1 MAINTENANCE SERVICES AGREEMENT. 2 3 Councilmembers 9.yF~ NAYS ABSTAIN ABSENT 4 NEGRETE 5 CURLIN 6 FIERNANDEZ 7 OBERHELMAN 8 9 DEVLIN 10 POPE-LUDLAM 11 MILLER 12 13 ~ 14 City Clerk 15 ~ ~ 16 The foregoing resolution is hereby approved this day of , 1994. 17 18 19 Tom Minor, Mayor ~ City of San Bernardino 21 22 Approved as to form ~ and legal content: 24 JAMES F. PENMAN - City Attorney 25 26 ' 27 By' 2 A © 0 ~' 800 MHs MOEIL6 DIGITAL TERMINAL ' MAINTSNANCB SERVICE AOREEIm7iT 1 Thi• is a Maintenance Service Agreement ("Agreement") between The City of San Bernardino (CUSTOMER) and the County of San Bernardino (COUNTY), through the Office of Management Services (OMS), for 8O0MHz Mobile Digital Terminals (MDT) in use on the COUNTY'• 8O0MNz RF Data System Backbone, with terms as set forth in this Agreement and on Schedule A. Such service may be provided through OMS' 80OMHS System Administration and Management Unit (sAMU), OMs-communications, or vendors, at OMS' discretion. 2 ~ The term of this Agreement shall commence on the first day of the month following its '~ execution and shall continue for an initial term through June 30, 1995 and may be renewed, after this term, for an indefinite period. This Agreement may be terminated at any time after the initial term with or without cause by COSTOMBR or by COUNTY upon written notice given to the other at least thirty (30) days before the date specified for such termination. Any such termination data shall coincide with the end of a calendar month. Neither party shall incur any liability to the other by reason of such termination. 3 CUSTOMER REPRESENTATIONS ~ The CUSTOMER represents that the person signing this Agreement is a duly authorized representative of the CUSTOMER and has the authority to execute this Agreement on the CUSTOMER's behalf. 4 INVOICIM6 During the term of this Agreement, the CUSTOMER shall pay as minimum payments the amount of the installments shown on Schedule A. The first payment shall be due upon commencement of this Agreement, or no later than November 1, 1994. Failure to pay promptly will result in termination of this Agreement. All future annual payments will be due no later than November 1st of each year. MDTS added will pay on a prorita basis within thirty (30) days of addition to this schedule. ~ 5 SERVICES TO 88 PROVIDED 5.1 COUNTY agrees to provide the following services without additional cost (pre- schedulinq is requested): 5.1.1 Remove, reinstall and maintain MDT's that have becoate defective during normal wear and usage. OMS shall determine whether or not defects are normal wear and usage, said determination will be final. Repair work will ` be performed at SAMU, OMS-COmmunicatione, or other OMS-prescribed r location. 5.1.2 Service to be provided during normal County work hours on normal County business days. After hours service will be available on a premium rate basis. 5.1.3 OMS reserves the right to subcontract for all or part of services from authorized Motorola repair facilities. 5.1.4 OMS assumes no liability for MDT failure in the field, nor for any adverse consequences caused by such failed 8quipment. 800-MDi.2/5-29-92/OMS-FAD/SV Page 1 of 4 ~Dr93-July 27, 1994 5.1.5 OMS aed~s no liability for lailure t~ovide or delay in providing service under this Agreement, due dir tly or indirectly to causes beyond the control of OM$ or other designated repair facility. 5.2 COUNTY will provide the following additional services on a time and material basis: 5.2.1 Service required due to CUSTOMER abuse or abnormal wear. 5.2.2 Service to correct attempts by CUSTOMER or unauthorized third parties to repair or modify MDT's. 5.2.3 Vehicle electrical problems. 5.2.4 Services not covered in Section 5.1, to the extent feasible/coat-effective ae determined by OMS. 6 CUSTOMER RESPONSIBILITIES 6.1 CUSTOMER shall provide OMS with model and serial numbers of all MDT's to be covered under this Agreement. 6.2 CUSTOMER shall designate an individual as the •ingla point of contact for maintenance coordination. 6.3 CUSTOMER shall coordinate and schedule service requirements with OMS in advance whenever possible. CUSTOMER may be required to deliver equipment to designated locations. 6.4 CUSTOMER shall advise SAMU of all MDT relocations or reassignments, within their fleet, within 24 hours of relocation or reassignment. 7 ASSIGNMENT This Agreement, or any interest therein, including any claims for monies due with respect thereto, shall not be assigned, and any such assignment shall be void and without effect. 8 DEFAULT If the CUSTOMER does not make timely payment of amount¦ due under thi• Agreement or breaches any term or condition of this Agreement, COUNTY may declare immediately due and payable the entire amount of unpaid monthly Agreement payments, plus all other amounts due hereunder, lass any unearned charges. COONTY may also exercise all rights and remedies of a secured party under the Uniform Commercial Code (or other ¦imilar lnw) of the state of California and pursue any other remedies existing in law or in equity. ~ 9 GOVERNMENT AGENCY FUNDING The CUSTOMER states that it is its intent to make all installment payments required to be made under this Agreement. However,in the event, through no action initiated by the CUSTOMER, its logialativs body Zoee not appropriate funds for the continuation of this Agreement for any fiscal year, after the first fiscal year, and it has no funds to continue this Agreement from other sources, then CUSTOMER may terminate this Agreement under the terms of this paragraph 9. To effect the termination of this Agreement, the CUSTOMER shall, within thirty (30) days after the beginning of the fiscal year for which its legislative body dose not appropriate funds, send COUNTY written notice stating that its legislative body failed to appropriate funds. Such notice shall be accompanied by the payment of all sums then owed COUNTY under this Agreement. 10 GENERAL TERMS AND CONDITIONS 10.1 Indemnification - CUSTOMER agrees to indemnify, defend and hold harmless the COUNTY and its authorized agents, officers, volunteers and employees against any and all claims or actions arising from CUSTOMER'• acts, errors or omissions and for any costs or expenses incurred by the COUNTY on account of any claim therefor. 10.2 Permits - CUSTOMER i• responsible for obtaining and paying any costs of all permits, licensee or approvals by any regulatory bodice having jurisdiction over the uses authorized herein, as appropriate. D00-MDT.2/5-29-92/DMS-FAD/SY Page 2 of 4 NDT9S-JUIy 27, 1996 10.3 C iTY'¦ Rights and Authority - The~istant Administrative O!licer for OMS (AAO- ', or his designee,~ahall haw t uthority to exercise COUNTY•a rights under t s Agreement. 10.4 Waiver - No waiver of a breach of any provision of this Agreement shall constitute a waiver of any other breach, or of such provision. lailure of COUNTY w to enlorce at any time, or from time to time, any provision of this Agreement S~?. shall not be construed se a waiver thereof. The remedies herein reserved shall be cumulative and additional to any other remedies in law or equity. 10.5 Validity - The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision. 10.6 Caotions and Paracranh Headings - captions and paragraph hssdings used herein are for convenience only and are not a part of this Agreement and shall not be used in construing it. 10.7 All Attachment(s) and Schedule(s) hereto, if any, are an integral part of this Agreement and are incorporated herein by rateranca. 10.8 Entire Aoreement - This Agreement shall be governed by the leas o! the State of California and constitutes the entire agreement between the parties and supersedes all prior negotiations, discussions and preliminary understanding. This Agreement may be amended as COUNTY and the COSTONER mutually agree in writing. Any such amendment must ba signed/approved by authorized representatives of the COUNTY and CUSTOMER. 10.9 Notifications - All notices or demands required or permitted to be given or made hereunder shall be in writing and shall be deemed duly given: 10.9.1 Upon actual delivery, if delivery is by handy or 10.9.2 Upon receipt by the transmitting party of confirmation or answer back if delivery is by telex, telegram or lacsimilej or 10.9.3 Three (3) days following delivery into the First Class United States mail. (,o.. `". Each such notice is to be sent to the respective party at the address indicated below or to any other address or person that the respective party may designate by written notice delivered pursuant hereto: To CUSTOMER: The City of San Bernardino 300 North "D" Street San Bernardino, CA 92418 To COUNTY: Office of Management Services County of San Bernardino First Floor 670 East Gilbert Street San Bernardino, California 92415-0915 800-IDi.2/5-29-92/OMS-FAD/Stil Page 3 of 4 IDi93-~ulY 27, 7991 • IN .WITNESS WHEREOF, the ~es hereto have hereunto set t~ hands and sear on the date set forth below their ras ctive signatures. COUNTY OF SAN BERNARDINO CUSTOMER H:~ Bp Assistant Administrative officer OLfice of Management Services Title Date Date 3 I I 800-MDi.2/5-29-92/OMS-fAD/SY Page 4 of 4 IOT93-~ulY 27, 1991 - r goo ME: Moans a2a1TAL TERlIINAL sTFTENANCE ssansca.AanasMeNT BC'SEDQLB A r~eElt sDVwMt~ Eautwlolr tsarist a lorrlar ~riwl. Fff ir'PE FEE U1riS Coif Motorola _9300-i1 800 MHz Mobile $25.00 164 $4,100.00 $49,200.00 Di ital Terminal i TOTAL 164 $4,100.00 $49200,00. A. Feee are to be paid at least quarterly, in advance. B. Additional equipment will be assessed a prorate fee for the first year, full fee thereafter. C. Fees are subject to periodic adjustment. D. Feee era subject to pertinent San Bernardino County Coda Sehadule of Faas. E. Notification of proposed faa changes shall ba made to CDSTOMEA two (2) months in advance of effective date of such change. l ~' E00-IDT/5-12-92/d15-FAD/SY I0T93-JUlisn Dste--Ori. initids- CITY AF SAN BERN~DINO -REQUEST F('~ COUNCIL ACTION From: Subject: Resolution authorizing agreement Fred Wilson with Kenyon Crabtree, consultant, Assistant City Administrator De for services related to the final phase of the 800 Mhz project. Date: September 7, 1994 Synopsis of Previous Council action: 12/06/93 -- Resolution 93-431 approved authorizing agreement Frith Kenyon Crabtree, relative to consultant services in connection with the 800 Mhz project. 9/08/92 -- 2esolution #92-361 authorized agreement with Kenyon Crabtree for consultant services in connection with implementation of City's mobile data terminal (MDT) project. Recommended motion: Adopt resolution. 4 Signature ` Fred Wilson Phone; 5122 Contact person: ' Supporting data attached: ve s Ward FUNDING REQUIREMENTS: Amount: 70,000 Source: fAcct No 1 001-092-54104 _ Acct. Descri lion Other professional services Finance• / ' ~""'~ Cou Z Notes: Agenda Item Nom )6.0262 CITY OF SAN BERN~DINO -REQUEST F~ COUNCIL ACTION STAFF REPORT The City is presently in the process of implementing the final phase of the 800 MHz Trunked Voice Communications System and needs to obtain the services of a qualified consultant with expertise in this highly technical field to act as project manager and guide the process to a successful completion. Mr. Kenyon Crabtree has these qualifications. He has served in this capacity for the City on the implementation of the first phase of the 800 MHz project and for a similar project involving the cities of Ontario, Montclair, Chino and Brea and was highly recommended. Mr. Crabtree has recently served as project manager for the City's Mobile Data Terminal (MDT) project and was able to successfully implement the project within the scope and cost guidelines of the City. Provided in Exhibit "B" is a resume of Mr. Crabtree's background and technical expertise in the area of communication engineering services. His duties will include: coordinate implementation of the Little Mountain, Little Sunset, Jurupa and Kendall radio site installations with Motorola Communications and the County of San Bernardino. assist in assuring the proper installation and training of all aspects of radio backbone installation. /"" participation in the performance and acceptance testing ~r of all 800 MHz equipment. coordinating changes to the police and fire dispatch facility, electronics backroom and base station equipment. coordinating site development and vendor support. reviewing test data from the coverage test to determine frequency usability. assisting with overall project coordination and implementation and attendance at any and all work sessions or other meetings conducted by the City with respect to this project. The statement of work for this project is provided in Exhibit C. Mr. Crabtree will be compensated the sum of $70,000 for the performance of these services. This sum shall cover the cost of all staff time and all other direct and indirect costs or fees including the work of employees, consultants and subcontractors to Mr. Crabtree. The length of the contract is anticipated to be six months from the commencement of the project and will terminate upon the completion of the project by the City. s-ozee • 1 ~j` RE80LDTION NO. 2 REEOLIITION 01 TEE CIT7C OF BAN EERNARDINO AOTHORISINd THE EZEC(1T20N OF AN AdREEMENT BY AND BETWEEN TSE CITY OF BAN EERNARDINO 3 AND EENYON D. CRABTREE, CONSIILTANT, DOINd SII8IN8E8 AS TH8 CONMQliICATIONS GROIIp, FOR SERVICES RELATINd TO THE FINAL PHAEE OP 4 THE 800 MHa TRIINICED VOICE COMMIINICATIOMB SYBTEN PROJECT. 5 H8 IT RESOLVED HY THE MAYOR AND COMMON CODNCIL OF TH8 CITY OF SAN HERNARDINO A8 FOLLOWS: 6 SECTION 1. The Mayor is hereby authorized and directed to ~ execute on behalf .f the City an agreement by and between the City 8 of San Bernardino and Kenyon D. Crabtree, Consultant, doing 9 business as the Communications Group, for services relating to 10 assistance with develo went and p preparation of the final phase of 11 the 800 MHz Trunked Voice Communications System. 12 SECTION 2. The authorization to execute the above-referenced 13 agreement is rescinded if the parties to the agreement fail to 14 execute it within sixt y (60) days of the passage of this • 15 resolution. 16 1 HEREBY CERTIFY that the foregoing resolution was duly 17 adopted by the Mayor and Common Council of the City of san 18 Bernardino at a meeting thereof, held on the 19 day of , 1994, by the following vote, to wit: 20 Councilmembers AYES NAYS B,BSTAIN S NT 21 NEGRETE ~ CURLIN ~ AERNANDEZ I 24 OBERHELMAN ~ DEVLIN 26 POPE-LUDLAM 27 MILLER 28 bL: . 1 2 , ~j 3 ~ City Clerk 4 The foregoing resolution is hereby approved this day of 5 , 1994. s Tom Minor, Mayor ~ 7 City of San Bernardino ~ 8 Approved as to form and legal content: 9 JAMES F. PENMAN 10 City Attorney it sy: 12 13 14 15 1 ~ 16 17 18 19 20 ~ 21 22 ~ 23 24 26 27 28 -~ ~ o ~i PROFESSIONAL SERVICE AGREEMENT This Agreement k made aid entered Into mb day of 19 _, betoveen the Clly of San Bernardino, a MurilClpd Corporation aietelriofter referred to a'CiTY') aid The (hereinafter referred to as'CONSULTMIi'). A. &eCJeaY. 0) Ctly has heretofore died Its Statertierit of Work peAaYiYig to ftie perforrriarice of profemlorid services vvMh respect to servlCw as ProJeCt Manager for the Clly dtxlnp the third phase of me hiplertientatbri of ilia 800 tdFR Truriked Redo Communicatloru System ARCS) backborw Uifrattructure to Yick~de the Implementation of me lMtle Mantain, Ltitle Suruet, Junrpa, and Keridau redo site Insfatlatioru In concert with the Canty o< San Bsrnadno QiereUiaftef referred to as -COUNTy') as system Integrator, with equiprrierit aid materlds ixratweed by me CiTY, to complete the fMial ptiose Of the 800 MHt irrailwd Radio System Bacldione ('PROJECT' hereafte0, of wtiiGl o copy of me System Overvbw b atcached hereto as Exhibit'A' and by mis reference made a pat hereof. <ip CONSULTANi has now pibrtitited tis proposd fa the perforrriarics of pith services, a fuA, true and correct copy of which fi attached tleret0 p EiQiblt'B' and by mts reference mode a party Hereof. (N) CtiY daelres to retain CONSU:7ANi to perform profesYond services Mceotary to render advice and aesYtaice to CIiY, City Cound aid Generd SeMCes staff In nie preparation of PaoJECi. Ov) CONSULTANT reprepxHs mot ti b qualrled to perform pJCfi senACes aid Y wtllhg to perform Arch profeasiorid eeMoes a are tiereh after del4ied. NOW. THEREFORE. B b agreed by aid between ClIY axl CONSULTANT a tolowx B. Agreement. . 1. >ae9olflo00: TM foNOiwlrig deMMloris st1aY apply to ttie foYOWhg tam>a, eircept where the contest of ttib Agreerrisnt oltwrwYe requlrerx ' ?B'd 69fL?BL6B6i Ol IyfIMYO~ NO>I! i~~Li f66T~ILi6B (a) ~ SeNlces os Project Morlaper for Tflf GtY dump 1ft.lNrd plwee of the trlplerrlsrttallon of the 800 AAFIZ Trunked Radb Commur11oa8orr Sydem (TRCa~ bad~one Infrmhuchxe to hckxle the tmpkamentalbn of the LRtie Mountah, lJttle Sunset. Juupa, and Kends{ radb site klstallotlons h concert with the equipment vendors and the COUMY as System htegrator, Buf not tlmlted to, ombflnp the CtiY h assuhp the proper hstallotlon and testing of atl aspects of the backbone, approving and Wldh0 design strategies and system funcNondlty, dbpatch system cufover shateples, as weN m assbtance with overall protect coorctYtaflon and Irtlplsnlentatbn, and attendance at any and aA work seedons or other meethga conducted by CITY with respect to the protect. (b) Servk:es: Such profeMbnd services as are neaetlaary t0 be perfortrted by CONSULTAM h order t0 cAmpbte the PfoteGt. (c) The date of completbn Ot aM phases of the protect, including arty arxi aM procedures, devebpment plan, mays, suveys, plan documents, tectxllCd reports. rrleethpt, opal preserNatbrls, and the ~ odcption of the protect at ads forth h the Staterrwnt of Work ,herein inclutled as Fxtllbtt 'C' , ahW be eight months from the date of thb agreement. 2, ('_OW,St ILTAM a~rges as fc~llewe: (a) CONSULTANT shag forthwtlh u~deltake and cornpVeta the project h accordance with F.xhibtt 'C' hereto and ae In accordance with Fedsrd, State and CITY statutes, regulations, ordklarlcea and ~uidelklee, ail to the reasonable satYfactbn of CITY. Cb) CONSULTANT shill, at CONSULTAN['s sole cod and expecae, seolra and lyre inch other persona m may, h the opWon of CONSULTAM, be necwsory to cornPN with the terms of thb AGREEMENT. In the event any such other person are retched by CONSULTANT, CONSULTANT hereby warrants that such petsoru shag be hMY qualMled to perform services required hereunder. CONSULTAM tirffler agrees that no subcontractor shah be retained by CONSULTANT except upon the prior wrttten approval of CITY. (c) CONSULTANT shall provide to CI1Y evidence of 4>turanca Coverlrtp CONSULTANT and CfIY as an addRtond hstxed as to arry potentbl OablMy to COPISULTAM and CITY. The evidence to be provided shah be a Csrttllcats of k?wrarce describhg CPJ'd 69fL~8L6B61 O1 di1BYY0~ Moir! Ia~t• •66IilL~6B tt9a oa~7ge prwklad and narnhg CRY a an farad The hsLrarLC~ sttal eonlat of the tdbwinp: A..Cortxrrerclal Garwrd Llabully Inarance Commercial General LlabMly Inucanca provided by cor>rultanf h a combined shpts tlmit of not lees than S7 AOOA00.00. The CeriMcate of Insurance shat provide lriat 11w City aha/ be rtotMed h writhg thfty (30) days prior to any cancakrtbn or reduction h the above hsurance coverage. 3, CrtV earees as rnlbws (a) To pay COtrSULTANi a ma?dmum sarrt of 570,000 for ttw perforrnanca of the servkes requhed hereunder, and as detaYod h the brookcbwn of wrvtcea h E~Qtiblt ' 8'. This sUm St101 cover the coat Of Ctl staff if11e and OI Off ter dkect and hdfect costs or fees, the work of arrpbyaes, corrulfarits aril s~contracto; s to CONSULTAM. Payment to CONSULTAM, by CITY, shill be mad® in accordance wNh the schedule set forth below. (b) Payments . o CONSULTANT shat be made by CITY h accordance wMh the fLVOk:es submitted by CONSULTANT, on not lea than a monthly bawls, and such hvokea ,~+ sha0 be Paid ^.vlthin foAy-Me (A~ days after sdd hvok~a are feCelvad by CITt'. AA Y~ char®es snaa be In aa~rrdance wNfi CONSIJLTANT'a propaad wiTh nspsc~t to hourly rates. (C) Ar~"M1ana ~M1~d. Payments for oddllbnd services rs[Xreatad, h wAlflg, by CrTV, and not InGuded h 6dtblt 'C hereof at>al ba paid on a refrstwrmrrwnt basis h accordance with the fee schedule set forth h aakJ EtQ~bM'9'. Charpaa fa addttlonal services shot be hvoiCed on a monfttly basis artd shaft be paid by CITY wfttUn a reasonable tine attar said fwolCaa era racalvvd by COY. 4. C ~greffite nrovlde to CLINISLIITAA!L• (a) SlM~1 hfOrmatkxt as a generaiy avdlable foort CITY fYaa apP ~ 1t1a Project. (b) Assistance, !f neCeaary, h obtahhg Mtta'mollon tram other govertrrwntal agencies and/or ptlvate panes. However. It sttaC be COtVSULTANT's resporulbiutY to make aq htyal contact with respect to the gatlwrhQ of such Infartwtbn. 69~L~8S686L Ol dY8MN07 MOBd La~LB ?6i L, TZ•68 9a'd . ~ - " -~ - A/ da«sst.rta, dold, sluries, © drawings, maps, ntadela. Wtotopruptr and reports prepared by CONSULTANT punuor>t to tt>k /lgreerster>t shay be car>sidered the properly of CRY and. upon payment far services psrfomted by CONSULTAfYf, such doctxrtenta and other identllled rttoferlds attaq be deNered to CRY by err CONSULTANT. CONSULTAM may, twwe~rer, make and retain soh copise of acid docl,Ynents and materiels as CONSULTANT may desks. 6. Ietmloojlm: This Apreemar>t may be tertNnated ay CTIY or CONSULTANT upon the giving of a wrftten'IVotlce of Tertnirtatbn' by either party to the other at bast fllteen (1~ days prior to the date of tertnlnatlon specified h said Notice. b the event 1hY Agresrtter>t is ao tem>ktoted, CONSULTANT shop be cornpensated at CONSULTANT'S appNcabb ttotsly rotes as ast forth h ErdtlbR '8', txt a pro-rata bosNr with rsapecY to 1M psresr>tags of tits Protect COrttpbted OS of the date Of tertNrtatbn. CONSULTANT sftal provide to fife CRY any and ad doc?xstenla, data. studies, aur>reys, drav,Ar>pt, rttaps, rrtodeY, pttotograpfr and reports. whether in draft Or final forth, prepared by CONSULTANT os Of dote of lenstirtallan. 7. Any and atl notices, derr?arlds, Ir>volcee and . wrMten cAmmunicatbtu between the parries hereto shaA be addressed as ssrt forth krthis paragraph 7. The below named k>divldualt.furthermore, stta4 be those persoro prhs>cYYy respor>dde for the performance by the parties under 1hY Aareemsnt: ' Prod WMsort, Assistant Cily Monoget KMay0n QabClse Or Janlee Ingels, Cirsdor MIS TM CorttnMSrcarions Qroup Ctly of San eemardlrt0 l bbb Mortlgornery Drive 300 N 'D' Sheaf VY/a. CA 91004 San Mrnardno, CA 92118 Any such notice:, dentar>dn, Y~volCes and wrtlten corrrnurtlcatiorx, by mal, altos be deemed to have been rsceNed by the addressee toAy~elpht(4~ noun after deposit thereof In the United States mat, postage prepaid and properly addressed d set forth above. 8. lodoaooraCS~dlon: CONSULTAM ahaA defend, k>dertxtify ar>d wve ttarrrtless CRY. Ms ebcted and appohted offlciab, officws, agents and errrployeslt, from aft AabWry from loos, damage or h)<W to persons or property h any rttarxwr arWng out of ttte acts and/or ' omiedoru of CONSULTAM pursuant to tNs Agreement \r L9'! 69YLf8t6B6i O! ~yBMM00 NO>r~ Z!~!• ?66t~1i~6• .a • 9. eaionmeot+ t or ihb Apreerttent or of an~rt «oblgatlon a pertananoe Mrernder aflal be made. either h whole a h port, by CONSULTAtVf wMhorrt the pAor - wAthn corxerrt of CRY. ~" 1Q The partlei hereto agree that CONSULTAM and Ib empbyers. fir' ot{k~ri and agents are Independent contractors under tt~t Apteenwnt and after rwt tie CortsiMed t0[ any ptspose t0 be empbyees of CRY. 11. I.oec Thb Agreement ahol be governed by and c~rxhued h axordance wMh the laws of the State of Cdlfornlo. 12 ThLt Agreement supersedes anY and cY other agreemetrk, sitter ord or h wdlhg between the parties wlh respect fo the xtrlec.~t matter hareMt. 6och pally 1o iHt Apreertwnt ackrwwledges Thal' no represerrtatbn by arty PaN which b not entboded hereh nor any other agreement, statement or prombe not contahed h 1ttY /lgreerr>ant ahal be veld and t~inding. Any rrlodMlcalbn of ttlk A¢esrtrerrt ahal be elfec'Mae crrN>f M b h wrtthg signed by al parties. 1yi4Y0~ NOild ie~L~ fiiiiSL~6i a vNfru.~ rnn~+FJZEOF. ~r~crtie, twu. e~oaaaaa~tys ~?eorr,or,t~»,.dw~ v.ar~rawt rahn above. ~.J ~"'' Eraocxrted ~ day O< .1994, at San Bemandho, Calfotnio. CffY OF SAN BERNARDINO, a MuNClpal Corporalbn of fhs Sfafs of CaYfomla JiTIlST: Tom Minor, Maya RoCt1N Clark CMy of San Bemardkw CMY Clerk TFIE CONNAI~/CI,TiONS GROUP ApExowed ob fo form and legal Vlga, Caltorr~a oonferd: Kenyon D. Crabtree JAMES F. P~IMAN, CMy Attorney L fi'1 69?C?8L6iif OJ ~ytaMNO~ 40th 1•~L• fiiiilL~6B ..' EXHIBIT A o Sr1aANet Trunksd System Overview for fis Cfly d San Bernardino The County of San Bernardino ("COUNTY') and the City of San Bernardino ('CITY') have designed a SmartNet wide-area trunked communications system for the City of San Bemardtrw. fie franked system design includes a f`io site, 10 channel simulcast system wMh 3 bldlrectbnal RF amplifiers; a single site, 5 channel repeater system; and, an eleven site SCADA system located at each fire starion. fie 10 channel irunked simulcast system will have repeat©rs located at Jurupa and L1tHe Sunset with directional antennas pointed toward the City of San Bernardino. In order to provide RF coverage fn the area behinc Shandin Hill, astand-alone 5 channel franked SmartWorks repeater system wiN be located at the Kendall Fire Station, three bidirectional amplifiers will also be used to provide RF penetration into the forge facilities of City Hall, the Carousel Mall and the Inland Center Mall. Systam Operation and Redundancy Modes The following table lists the modes of operation of the CHy of San Bemardino's 800 Mhz franked radio system. Mode 1 is the normal, day to day. mode of operation. Each higher level provides a level of backup and redundancy during periods of system failure. Mode t All sites funcrional. Prime Sffe Controller and SyN.m Normal: Fail Dual Microwave backbones operational: System Normal -Site Simuk:ast Operation. Mode 2 Failure of single mir:rowave path: Path C (Note 2, 3); Primary Site Tnmked Prime Site controller and hardware normal. (Note1.6) Mode 3 Failure of single microwave path: Path B (Note 2, 3); Seeondary Safe Trwked ~ Prime Site conlroNer and hardware normal. (Note l.n Mode 4 FaNure of Prime Site ControNer ; microwave path B 8c Wide And FaNwR C funcrional; Little Mountain DlgRacs operational. (Note1.8) ' Mode 5 Failure of Prime Site Controller and/or failure of both Loeal Ana Falkolt microwave paths, B 8c v (Note 1.~ Mode 6 Failure of Microwave Poch B .BND. Path C Forced Manuel faibofi @ Secondary SMIe (Note 4) Mode 7 Public Safety Agency Shared Resources (Note 5) NoN 1: GHnNions . p 1. Polh A -- Microwave path between City Hall and LMNe Mountain. 2. Path 6 -- Microwave path between LttHe Mountaln and UtTle Sunset. 3. Palk C - Microwave path between Little Mountain and Jurupa. 4. Prirtwry Sits -The franked repeater site designated by virtue of coverage pertomance and reUabtltty. 5. Secondary Sife -Any site other than the Primary Slte. 6. Prhnary SIN Trunked Operation-The failure of the Secondary Stte, due to hardware or microwave path, with the Primary Site fully functional. Will cause the prime site controller aF Uttle Mountain to continue to trunk as a single she lt}channel, non simulcast system. Alarm messages via the management terminal will kientify a sBe fa0ure to the System Administrator. 7. Secondary Safe Trurksd Operallon - The faNure of the Primary Site, due to hardware or microwave path, with the Secondary Site fully functional. WIII cause the prime site controller of Uttle Mountaln to continue to trunk as a single site 14channel, non simulcast system. Alarm messages via the management ternina! wW kientlfy a site failure to the System Adminisfrator. 8. Wide Area Failsoff -Site 1 & 2 operating as dual site simulcast, non-franked, conventional repeat, with Faitsoff ID. 9. Local Area Failsoft -The Primary Site reverts to local Foilsoff, wHh 'irrcabinet audio . repeat'. fie secondary site is automatlcally disabled. 10. Forosd Monuol Faihoft -Thos mode assumes that the primary and/or the secondary sites ore still operational, but the prime site conhoAer of m~rowaves systems are down between Little Ulountain and both radio sites. In the event that Local Are Faiboff from • the Primary Site is not automatically irnoked, or there is a problem with the Primary Site ("'" system in Failsoft, the Secondary Sire can be forced to go Into Local Area Failsoff. fits condition can be triggered either by radio or wireline signalling, and will at the same time disable the Primary Site as well as the Prime Site Controller. Note 2: fie Uttle Sunset radio site is identlfled ~ the Primary Site. The Jurupa radb site is identified as the Secondary Site. For the purposes of assigning prkxities, and to prevent each site from acting autonomously, each site is assigned a fwcHonal role with an associated priority. The priority determines the actNe role of the radio stte in each operational mode. Note J: Prime site controller fully operational; Mcrowave path tram City Hall to Littlme Mountain is operational. Note 4: fie System Manager diagnoses that a ma)ar system fa~ure has occured preventing 'Normal' franked operaHon,'Wkie Area Fadsoft', or'Lxal Area Fallsoff'. The System Manager iniffates a manual selectkm of Mode 6 to enable 'Local Area Failsoff' at Jurupa. The action of selection of Mode 6 also disables the prime site controler and all associated Infrastructure equipment that might Interfere with Mode 6 and cause harmefull interaction if the failed micowave paths or equipment were to return to normal operation, It is the responslbAity of the System Manager to determine that the system failures have been eliminated, system alarms are reset, and that the system can be returned to Mode i or Mode 2. Phase 111: Cif y of San Bernardino 8A0 MHZ TNnked Backbone -System OverNew Pape 2 V tYotta 5: Shared resources include services and frequencies that can be assigned In the case of a major system failure and the need for short-term emergency backup, Coordhwtion between the County of San Bernardino $00 Mhz Administration and Management ~`'" Untf(SBCO/SAMU) can provide levels ol` InteroperabiNty on the Valley and Mountain systems. fie CMy Dispatch also includes a single Flre Dspatch Console and Police Dispatch Console connected dkectly to the County Backbone for emergencies, as well as Inter-agency inter-operability. SB County resources may also Include temporary portable franked repeater system, and Temporary portable dispatch facllitles. The level of support available will be dependent upon need, the extent of the emergency, and the coordinated efforts between SBCO/SAMU, and are Intended to provide for the public safety in those rare cases of wide area disaster. fie transition from a lower mode to a higher mode will be automatic, as wig the setum to a lower mode when system alarms are cleared. However, some modes will require direct action by dispatch or the System Mamger to clear specific types of alarms, or to Inmate manual backup modes. fie functional details of switching between Modes will devebped by COUNTY engineering and delivered for review and approval as part of the Design Document, a contract delNerable. A part of the Design Document will Include specific details and flowcharting that will direct the City on how to identify system failures, mode changes, antl the necessary steps to return the system to Mode_1 operation. Fire Station Control A SCADA sub-system will be Incorporated on the simulcast franked system to provde remote control of each of the eleven City fhe station garage doors, station alerting, audb paging, and miscellaneous control functions. This subsystem will replace the existing Motorola INTRAC system. I The City's CentraCom it console will be interconnected to the franked system's prime site controller located on Little Mountain over the existing microwave radio system. In addiflon to the prime site confroller, Uttle Mountain wiU also be the locatbn of 10 Dlg4tac comparators, the simulcast dlstritwtion amplifier, digital channel banks and data modems. I Phase 111: City of San Bernardino 800 MHr'. Trunked Backbone -System Overview Hagr. 3 . C Q Trunkiny Description Motorola franking is a microprocessor based technology that automates the channel selection process for users, maximizing frequency efficiency, system control and administration, and ease of operatbn. Motorola trunking utitlzes a control channel in each system, which provides the focal point between the system's infrastructure and its radio units. The Central Controller coordinates the systems repeater resources, and uses the control channel to assign voice channels and conhol radios. ~ The system's fleki units (mobiles, portables, control stations) silently monitor an outbound sheam of data transmitted by tha control channel for system updates and voice channel assignments pertaining to their talkgroups. Radios needing to Initiate a conversation send a request for service to the Central Controller by transmitting a data burst over the designated control channel ~ repeater. This data burst from a field unit to the controller l4 called an Inbound Signaling Word (ISW). Once the received data is interpreted by the controller, an available voice channel is assigned for the conversation. The confroller uses the control channel repeater to send a data tom' burst to the fleid unit initiating the call, and to all the other radios specfied in the data contained i br in the ISW. A data burst from the controNer to field units is called an Outbound Signaling Word (OSW). The ISW and OSW are digital signalling words. Under normal conditions, this signalling Is completed in about 1!4 of a second. The Information Lt easily reformatted by controllers to I provide enhanced system features. The lnfnnnaflon in the lSW is ttarulated by the Central Controller to provide enhanced system features. Motorola's dedk:ated control channel approach has proved to be more reliable and efficient than ottlet franking methods. I Field units specified for inclusion in a call wil use the voice channel for the duraflon of the call. Upon ten-ninatbn of the conversation, the voice channel becomes available to any other users ~ on the system. I Phase ill: City of San Bernardino 800 MHZ Trunked Backbone -System Overview Pag• 4 ~' Accesa FeaFurea Access features are defined as features whk:h happen automatically through the SMARTNET 11 software in the cdntroller. They provide many of the benefits of franking, particularly convenience and ease of use. A~rtomatlc retry Automatic retry is a feature which eliminates the need for users to repeatedly press their PT-r switch to obtain a voice channel assignment In adverse signalling conditions, a field unit's vole channel request may not be received by the system controller on the first aftempl During tha four seconds that follow the depression of the PTT switch, the radios will automatically send the ~ channel request sixteen times. until acknowledged by the conholler. The sixteen attempts use a random transmission timing algorithm, which eliminates the possibility of contention on the control channel. i When ail voice channels are occupied with conversations, radios requesting service are placed in a queue, with the first in line to request a voice channel the first to receNe a vok:e channel assignment <see Priority Levels and Emergency for exceptions). Priprjty Pv .Is SMARTNET R offers eight levels of priority as a standard feature, fie highest level of pdorffy is Emergency. Tle second level of priority ff typically reserved for tactical operations. The remain+n~ levels are assignable according to operational requirements. Priority levels only take effect when all voice channels are in use. Call requests are received and queued according to prbrlty levels. Priority levels are assignable at both the IndNidual and talkgroup level, with the highest level of priority taking being used when talkgroup and indNidual IeveB are not tt~e same. Priority levels ` are assignable through the System Manager Terminal. Callback When all voice channels are busy, a Held unit initiating a call b placed in queue. When a channel becomes available The next radio in tt~e queue is sent a Talk Permit Tone, alerring the radio user that a channel is available for a conversation, Phase ill: City of San Bemordino 800 MHZ Trunked Backbone -System Overview Paprt 5 Q Talk prohibk Tone If a radio In the busy queue presses the FTI'switch before a voice channel has been assigned, a busy tone is emitted from the radio. The busy tone will persist until the user releases the PTT switch, unless a voice channel is assigned. Out of Ran Tone When a radio is out of the system's coverage area, if the us©r presses the PTi switch, the radio will emit an Out of Range tone. This can occur any Time The radio ceases to receive the systems OSW from the controller. Recent User Priority 'ne recent user priority feature helps to preserve continuity in communk:arion, by minirtuting wart Times between questions ana answers on a busy system. fits rs accomplished through allowing users requiring to re-initiate c previous conversation are placed in queue, ahead of talkgroups of the same priority. Talkgroup•s enyaged in conversations receive prionfy system access fa 10 seconds following the last taikgroup transmission. Micdire .ted Mobile PIDIeCti4n Misdirected mobile protection is a feature that ensures that mobiles do not mistakenly participate in conversations of other tcikgroups. This Is performed by fransmitting the ID of the talkgroup ~ ~ assigned to a voice channel in the subat:dible data stream during the conversation. If a rodio accidentally locks onto rte incorrect voice channel, it will not recognize the data sheOm ID, and will revert to the control channel ftequency. r'ontin ~o is ecianment_l=F d~dti^a Field units entering service or the kF coverage area during an ongoing conversation within their talkgroup are immediately directed to that voice channel to allow participatkm in that conversarion. This is accomplished through the control ctwnnel continually sending channel assignment updates. Channel assignments occur serialy. Phase iii: City of San 8emardino 8()0 MHZ bunked Backbone -System Overview <'~ 6 . ~ o _ TJkgro~yU C' Ik The talkgroup caU B the most basic type of call available on a SMARTNET 11 irunked system. It represents regular dispatch communications between mulflple users. A system can accommodate up to 4001) talkgroups (2000 If Priority Monitor Is in operation). AL~tOmONC Unit Rnietrafion When radio users choose to operate in a different M&group, the user changes the setting on the radio's talkgroup selector switch or button. When a talkgroup change ~ made by the radio user. the radio unit's ID and new talkgroup ID are automatically transmitted to the franking conholler. Announcement Croup Calt Announcement Group Call ~+ermits a radio to transmB simuRoneously to numerous taUcgroups. The Announcement Group :.all may be set one of two ways. fie Central Controller may be programmed to wait while talkgroups finish calls In progress, which allows transmitting radios to hear the entire announcement. Alternatively, the Announcement Group CaU may be set to - interrupt talkgroup calls in progress, not wafting for transmitting radios to dekey. Upon dekeying, the tntem>,pted transmitting radios are dhected to the announcement cAU in progress. Announcement Group Call usas message franking, allowing those receiving the coil to talkback • into the announcement grcup. System Coll Designated users, who are propperly equipped and field programmed, will have access to the System Calt feature, which allows simultaneous transmission to every radio user on the system, regardless of talkgroup boundaries. When a System Call is pk]ced, the user Inftkrting the tali waits until system users in other conversotlons have dekeyed. Other system users attempting to initiate calls will receive system busy indications until to System Call 4s completed. Radfo users engaged in emergency or telephone communications wiU not be affected by the System Call until They return to regular talkgroup communicatons, of whk;h time they will join the System Call in progress. When the System Call radio user dekeys, the system will return to regular dispatch operations, I Phase IU; City of Son BemordJno 800 MHZ Trunked Backbone -System Overview ~e 7 - o ~ Monitor Priority Monitor allows properly equipped field units to enter several talkgroups Into a Priority Monitor scan list. Two talkgroups are selected as first and second priorty talkgroups. When idle the field unit will scan the control channel for activity directed at any of the talkgroups in the scan Ilst. If a to&group i5 assigned a voice channel, the radio follows the assignment and can participate In the conversation as a member of the tafkgroup, regardless of its Currently selected tafkgroup. Even wtUle engaged In talkgroup communications, the radio continues to scan the low speed data stream on the voice channel, for activity d'ueCted at one of the two Prlortly Ta&groups. ActNMy on one of the two Priority Talkgroups will Cause a radio to leave anon-prkxHy conversation, unless invotve~ in secure communications. Field units can be programmed to set their own Priority Talkgroups. Emergency Alarm & Caq An Emergency Alarm or Emergency Cali is a call inBlated by depressing the dedk:ated emergency button on a properly equipped field unit. Many publ~ safety users require a system which is equipped with the Emergency feature, Emergency IS the tligtlest level of prkxity available on SMARTNET .I systems. The Emergency Alarm is a burst of data sent over the control channel to a franked terminal which is properly programmed. Field units may initiate Emergency Calls, to establish emergency communkatbns. An emergency call is sent over the control channel when the radio is in Emergency mode and the M Is depressed. A visual and audible alert are sent to a properly equipped tnmkinp terminal p.e. SIP or SWII), and a voice channel is assigned for the talkgroup of the fleki unit Inttlating the emergency for apre-determined amount of time (set by the System Management Ten-ninap. When the system is busy, the radio is assigned a channel using the 'Top of 6lueue' mode, providing that radio wRh the highest priority in the system. When a channel becomes avaik7ble, it w111 be assigned to the Emergency Call before albwing aCCe~ to any other radios wafting In the queue (except for other radios in the emergency mode, who placed their emergency calls prbr to the one in question). While any rodio is In the ?op of 6lueue' mode wafting channel assignment, all system franked repeater Hang times will automatically beset to zero, providing fastest system access possible. Phase lil: City of San 9emardino 800 MHZ Trunked 8acl~+one -System Overview Pays 8 p 4 Two different types of Selective Calling are avaltable on SMARTNET H franked systems. Both call types are sent over the control channel, and can reach any radio registered on the system as the Initiating unit. Access to these features is determined both by the field units' programming and by authorization via the System Manager Terminal. CGiLAlerf A Cail Alert tS a tone page sent over the control channel to a radio whose user is sought. All SMARTNET II rados have the capability to decode a Call Alert. fie receiving unit emNs alert tones, and if properly equipped display and stow the unit ID of the sending anti Tie radb initiating the call alert call receives feedback indicating whether or not the Call Alert was received. Once received, the Coll Alert page continues to sound on the receiving radio unM unfll acknowledged by pressing the M switch. When the alerted user responds by pressing the PTr switch, transmission will occur in the user selected talkgroup. Properly equipped radios may also activate the hom and / or lights of the users vehicle to Indicate that a Call Alert page has been received. When users not equipped with portable radios must frequently leave their vehicles, this provides a quick method of communicating with them. Private Conversation Private conversation allows properly equipped radios operating on the same system to establish unit-to-unit communications. The sender enters into the PrNafe Conversation mode, enters the target unff's ID on a keypad, and presses the PR switch to initiate the call. fie target radio receives an audible indication that the conversation being received is a private conversation, and by pressing the PTI' switch enters into th3 prvate conversation wHh the sending radio. Private conversations cannot be received by a urnt already engaged in a talkgroup call. While no other radios operating on the system will be directed to the volts channel in a private conversation, this does not Insure protection against unauthorized monitoring. A secure voice channel is the only way to preclude unauthorized monitoring from outside the system. Display radios allow users to scroll through a preprogrammed list of target radios for seleclNe signalling, and some will store and display the sending unit's ID when receMng a s9lectNe call. Phase ill: City of San Bernardino 800 MHZ Trunked Backbone -System OveMew Pays 9 o 0 StiAARTNET II Reliability Motorola's SMARTNEI 11 Trunking systems are fault tolerant and win continue to operate as a full featured, advanced bunking system if a single point hardware or software failure occurs. Motorola's SMARTNET 11 systems have many features built In to provide the level of reliability required by a public safety user. Some of these features are outlined In the following section: MuHlple Channels There is a degree of reliability built into a franking system by the fact that if contains muHiple channels, with dynamic channel assigmcnl In the event that a repeater or fepeaters fail, an alarm is sent to the system manager, and franking continues, with the failed repeateKs? never being assigned as a voice channel. If the failed repeater a the control channel, a different conhol channel takes over. Field units scan for the control channel, and in the event of its failure would automatically locate the new control channel. Back Up Control Channels Any one of four channels on a franked radb system may be the control channel. Control channel assignment rotates among these four channels on a daNy basis. In the event that the control channel fails, one of the other eligible channels takes over as control channel. Failsoff Failsoff is a standard fecture cn all Motorola honked systems. To ensure continued communications, even in the event of catashophic system failure, such as failure of the Central Controller and the redundant Cenhai Conhoiler, tatiure of aN four conhol channel, or failure of all ~ voice channels, a Motorola franked system wNl go Into the faNsoff mode. The system goes into faitsoff within 10 seconds of system failure. When in faUsoff radios operate as they would on a ~ conventional repeater system. A subaudible tone is continuously sent oaf by the system repeaters to let them know that the system is in fafisoff. This ensures that field units will not go into the failsoff when out of range of the system. Radio users are made aware that the system has gone Into ' failsott by a low level, audible alert tone sent by the repeaters every 10 seconds. ~"'^ Phase ?11: City of San Bernardino 800 MHZ Trunked Backbone -System OveMew Pays 10 err o 0 The channel that will be used when in the fafloff mode is predetermined through programming. Talkgroup privacy will be lost In a large, heavily used system. Fallsoff assignments may be made ~, by fleet or by to&group. System Self Dlagnosttcs The Cenfral Controller has the abiliy to diagnose system problems. It continually pertomu Central Controller integrity, repeater receiver interterence and hansmitter interterence checks. The results of these checks can activate visual and audible alarms at fhe Cenfral Confroller site. Relay contacts at the backplane of the Cenfral Controller are provided for this purpose. The System Manager Terminal prints out error messages as they are received via a Central Controller port. Optionally, every 24 hours, the following checks ore pertormed: tone detectors on the receiver interface board (RI13), ROMs and EPROMs on all Central Confroller boards, and memory and A/D circuitry on the Inbound receiver board (IRB). Receiver Interterence Shutdown ' Receiver interterence occurs when an unauthorized signal is receNed on a iepeater. M may be caused by a mobile on anther system with similar frequencies enters the coverage area of the SMARTNEi H system. In order to prevent disruption of communications, the Cenfral Confroller swill shut down the repeater when it detects an undesired carrier for longer than the specified flme j out period. Transmitter Power Failure Shutdown The Cenfral Controller can detect a loss or decrease in the Tansmitter output power. H the output i of one of the repeaters drops below a threshold Isvel (percepflble to system users) the Central Controller will not assign that repeater as a vole Channel, and will send an error message to the System Management Terminal. The Cenfral can also detect an excess of reverse power (typically ~ due to antenha fault). I p^ Phase Ill: City of San Bernardino 801D MHZ Trunked Backbone -System Overview Fag• 11 ~r Q EXHIBIT B I ,;, :i r ~ a - ..- _ ~ - -t r%.~ - "sir. a a ~a.4 COMMUNICA ONS June ",,994 -GROUP - Ms. Janis Ingek, Director of MIS Ctiy of San Bernardino 300 North 'D' Sheet San Bernardino, CA 92418 ,,. , ite: Phase ill Project Management r a - ~ e r z Dear Ms, ingels, . „~, - - I am pleased to respond to your request for quotation for Project Management Services for the Ctiy of San Bemardino's final phase of Implementation of a Clly-owr'red, two-site simulcast 800 MHZ trunked radb system. ., - Phase II of the 800 Mhz Project provkied for the reconflpuratlon of the Dspatch center, renovafbn and integration of the Dispatch Infrashuchxe, and fhe InMderence testing of the ten 800MHZ radio channels for the potenrial use a6 a CHyaewrted tnnlfed system. Phase 111 will be the final phase of the transttlon and was driven by the succesahi Interference tests, and the resulting coverage tests that are txxrently ongokrg to protect the rodb channels for the City's use. Our quotation for this third phase of the project is on a not to~exceed bask of S70A00, whk:h Includes the final radio coverage studies and trarratilon meethg and reports after the initial frequency interterence studies and fiwoatte coverage task bet~Neen the end of Phase II and the startup of Phase 111, and the Phase III Implerner>falbn. AI brnps wIA be based only on actual bAlable hours and experues. ^ - - Ourestimate for the final phase of the project kienflfles the site devebpment and implementation of the little Sunset, Jurupa, lJttle Mountah, and Kendal tadb sites kt concert with the County of San Bemardkto's 800 MHz Ratio DNMbn as System kyteprofor. I have Inc~ded a Company Profle for your reference and ties Nyooj haMe argf; additbnal questions, please do not hesitate To cal. _ - . , o b Kenyon D. Crabtree - - ~ a special Projects Ertgkreerktp 4 ~ ,: ~ ~ v - r KDCP~ , fie: 061194g.doc 1863 MONTGOAAEAY DAME • VISTA • r:A • 9!2084 ' ~ ~?' fie Company has the capablU- iM Commurtleollo?a Group is a ties to pertorm microwave sys- leader In provkfng telecommu- tem and route design. Using nicatbns planning, engineering, proprietary databases and Com- and consumng services. /^ pater-aided design programs, ~r TM~ In doing business, the Company tbMMUNIfATIONS Services include: tnrwvatton, excellence, dR«IV ~ Feasibility Studies and re • System Specifications sponsNeness to clients' Communications FrequencySelection8 fieCompanydrawson the extensNe resources, talents, Engineering Services CO°rdinatiO" expertise, anddiverstlyofma Map Studies 8 Route OveAays engineering and management IPt~ Cortununlcofbns Group is a Site and Path Surveys skilb of its employees. telecommunications engineer- Frequency Monitoring and ing and management company Protection Headquartered in sunny Est^^, providing comprehensive, inte- Radio Frequency Intenference California, the Company se.ves grated and innovative services Measurements abroad base of clients in in all phases of telecommunica- Site Selection 8 Aquisition Califomie, Nevado, and Hrizona. Lions planning. System Specifications 8 RFP • System Implemer»ation and fie flan Is Highly dntersified, cairn resting Client List the finest in technical talent and D General ElecUk, Mobile Radio management expertise, and Design Engineering D1"81O" provides a vorie+y of specialized ? City of 6erreAy Hills, Public services to its clients. fie CommuMcaHons Grog also Se~ty has the faclllties for extensive O Western Telecommunications Mobile hardwareelectronk:sdesign Company Carlsbad and software engineering. Communications Servicesincluda: O USWBStPagirg,SanDiego Services Des; n S O KKOS-FM, car>9bad • g ? KCEO-AM, Vrste fie CommuniCaflons Group pro- Circuit Design ~r•~ vides a fi:N range of engineering packaging Design O Communk:ations General design services to owners and WorstCase and SPICE Analysis Corporation. Fallbrook operators of mobile, dispatch, CAD ? Pagmg Plus, Glendale cellular, and paging systems. Schematic Capture O Thorne Automated Systems, Engineering services include; CAD PCB Layout Los Angeles • Limited run Manufacturing ? KCBS-TV, Los Angeles • Existing system evaluation Documentation • Detailed coverage predictions protect Management O City o/ Oceanside - SCADA • Digitized Terrain Inlomration Software Specifications ? West Errd Communications • Interference Analysis Programming -Assembler, Auttrorny (PubUc Safety • Antenna Network Design ~, p pascal, Fortran, ~ Voke 8 Data);[Cities • Control Link Path Studies pBase/Clipper, lMrxfows M t~nteno, Chirw, Upland, • Frequency Searches 3.x/32MT API Morm,~alr, Rancho Cuca- • Intermodulatwn Anaysis • Field Measurements About The Company O City of San Bernardino, Mobile • Complete FCC Filings Date 1ft. ComtrMaNeotYOnt Grog fs O TriCibea Broadcasting, Rancho Microwave owned and managed by Mr. Santa Fe . Communications Kenyon D.Crobhee. Mr. O CltyofBree,MobileData Crabtree studied Electrical 1?w CanmunkoHOns Group also Engineering at the UnNersBy of provides o full range of engi- Southern California, and has o~ nearing services to users of been involved in technical engh microwave communications sys- nearing serves, communka- terru. lions engineering, and projects management since 1967. _ 1883 Montgomery Drive • Vista • CA • 92084 • (619) 940-9380 • Fax (619) 940-8731 . O EXHIBIT C C ~ o EXHTHIT A STATEMENT 08 WORK FOR T8E ZMPLEMENTATIQN OF AN 800 MEGAHERTZ RADIO COMMUNICATIONS SYSTEM FOR TH3 CITY OF SAN BERNARDINO August 8, 199 1.0 GENERAL REQUIREMENTS This Statement o: work and its Attachments, which are Exhfbit A of the Agreement between San Bernardino County and the City of San Bernardino, 3efine tasks and responsibilities of both parties with regard to the implementation of City's 800 MHz Radio Communications System. All work shall be performed in a good workmanship manner - consistent with high quality commercial practice. The COUNTY - i will exercise that care and diligence generally associated with the implementation of the best quality Public Safety Land Mobile Communications systems. This care and diligence shall be applied to all phases of the work. Notwithstanding the materials and equipment supplied by the CITY (Exhibit B) the COUNTY will furnish all necessary mounting hardware, peripheral equipment, fasteners, fixtures, cabling, connectors, and other equipment and hardware necessary to provide a complete functional system. 1.1 CITY'8 RESPONSIBILITIES The CITY will supply ALL equipment required to implement the trunked radio systems for the 800 MHz RCS, and all required items for support o! tY,e system. All equipment used in the system will bs designed and manufactured to meet or exceed the minimum technical standards required for operation in the 800 MHz, 12.5 KHZ environment and the NPSPAC requirements. ' The CITY is sLpplying the microwave multiglex equipment required to implement the simulcast system. The microwave equipment necessary to interlace the small call system to dispatch and the equipment required to interlace the COUNTY microwave system to the CITY's microwave system. All other microwave equipment is to be supplied, installed, tested, and made ready for use by the COUNTY. 1 August 9, 1994 BTATEME2IT OF 110Rx EffiISIT 'A' FOR 800 M8s RC8 1.2 SYSTEM AND EQIIIPMENT LAY017T The overall system configuration is presented in an Attachment 1 of this Standard of Wnrk. All fixed-radio, dispatch center and microwave equipment is delineated on a site-by-site basis on the itemized equipment lists provided in Attachment 2 to this Statement o! Work. The specific layout of fixed-radio equipment within each lacility will be provided by COUNTY on a site by site basis to include detailed installation drawings upon completion of the implementation. 1.3 SYSTEM IMPLEMENT??TION System implementation includes all required services, including system engineering, installation, system integration, performance verification and cut-over. i 2.0 SYSTEM DESCRIPTION 2.1 OVERVIEW The systems to be implemented in this agreement are configured from the coaponents described in this section. Specific configurations are described in the Agreement and in the Attachments to this document. 2.2 TRIINICED SYSTEM3 A general description of the Trunked Radio Systems is provided in Attachment 3 of this Statement of Work. 2.3 BYSTEM "FILL-IN" The CITY will purchase 5 Bi-Directional Ampliliars to facilitate coverage enhancement. These units are projected requirements for 800 MHz RCS operation at City Hall, Inland Canter Mall and Carousel Mall. Other arses where coverage may be inadequate have not been idsntilisd nor addressed in this f Agreement or Statement of Work. 3.0 SYSTEM AND EQIIIPMENT INSTALLATION 3.1 GENERAL COUNTY will perform all work and tasks required to engineer, and install, optimize and cut-over the CITY's S00 MHz radio system f"' 2 V ]luqust 8, 1994 STATEMENT OF i1ORIC E~IHIT ~A~ FOR 600 1dHa RC8 3.2 RLQIIIRLD TAS1L8 An overview of the tasks include: 1. Delivery of all equipment, materials and supplies to their final locations. 2. The providing of all qualified personnel to i prosecute the work. 3. Providing all tools, test equipment, special fixtures and temporary equipment to facilitate the work and to effect system cut-over. 4. Programming of all fixed-end equipment. 5. On-site installation of all fixed equipment including RF Control stations. 6. On-site Optimization/Integration of all defined systems and major components. 7.. Minimization of the overlap areas. and signal quality optimization oP the simulcast system. 4.0 GENERAL INSTALLATION TASKS ~ ~ The following installation tasks will be performed by COL7NTY for all sites: 1. Transport all hardware to site. 2. install and secure all hardware at sits. ~ 3. Install punch blocks at locations specified by COUNTY at County sites. (Type 66 split) 4. Install and connect audio, control, and data ~ cables. 5. Install all system ground conductors to County ground and verify integrity o! site ground system. 6. Provide qualified trained and equipped personnel to perform all installation tasks. 7. Apply operating power as required.. ~r.~ 3 August 8, 1994 BTATEMENT OF AOR1C EffiHIT ~A~ FOR 800 lOi7t RCS 4.1 BMARTNET INSTALLATION CENTRAL CONTROLLER In addition to the General tasks previously described, the following installation tasks shall be performed !or SMARTNET Central Controllers: 1. Install all required interlaces (repeater, Telco, MODEM, System Manager, Consols, Logging Recorder, etc.), 2. Install all required interface cables. 3. Install and test the Uninteruptabls Power Supply. 4.2 BASE STATION EQUIPMENT In addition to the general Tasks previously described, the following installation tasks shall be performed for trunked repeaters: 1. Install all transmit and receive antenna systems on antenna supporting structures. 2. Rack Mount all RF components as required and/or defined, 3. Install all required interfaces. 4. Install Site Reference Standard. 4.3 SIMS II EQUIFMENT In addition to the General Tasks previously described, the following installation tasks shall be performed for SIMS II systems: 1. Install PC and Consolette Rack(s) 2. Install Consolettes and interfaces. 3. Install data cables. - 4. Install RIM Interlace. 5. Install all RS-232C Cables. - C 4 ., c o Aaqust 8, 1994 STATEMENT OP 1fORx Ea[IHIT ~A• FOR 800 lea RC8 ~"` 4.4 CENTRACOI[ CONSOLE INSTALLATION 4+' In addition to the General Tasks previously described, the following installation tasks shall be performed for CENTRACOM Series IZ Plus console systems: 4.S CENTRAL ELECTRONICS HANK 1. Install CEB equipment racks. {I! required) 2. Install CEB Card Cages. (If Required) 3. Install all CEB Interfaces and modules. (I! required) 4. Install all recording devices and/or interfaces. 5. Install all console options. 6. Install all TRIM and BZM interfaces. 4.6 OPERATOR EQOIPMENT 1. Install all recording devices. ~ ~ 2. Install all console options. 5.0 NETWORK INTEGRATION/SYSTEM OPTINIZATION TASKS 5.1 GENERAL NETWORK INTEGRATION TASKS ' For the purpose o! this document, it is assumed that the terms Network integration and system optimization are synonymous. The term optimized will be used to define the desired final status of a local site. Network Integration for all systems will include the lollowinq tasks: i. Install all required hardware and/or software modifications. 2. Verify and document the proper conliquration and interconnection of all site components and interfaces. 3. Verify and document the proper perlormance of all microwave circuits. ~, 4. Test all spare boards where applicable. 5 . G August 8, 1994 STATEMENT O! AORx E~IHIT ~A~ FOR 800 3~s RCS 5.2 CENTRAL CONTROLLER INTEGRATION In addition to the General Tasks previously described, the following Network Integration tasks shall bs performed for SMARTNET Central Controllers: 1. Verffy Card CAge configurations are correct. 2. Test and verify all .required interfaces. 3. Adjust and document all levels. 4. Test manual operation of each board. 5. Test all boards under control of system software. 6. Test Central channel selections. 7. Test Voice Channel selections. 8. Test call processing. 9. Test manual reset function. 10. Verify Failsoft operations. il. Test automatic reset function. 5.3 REPEATER INTEGRATION I In addition to the General Tasks previously described, the following Network Integration tasks shall bs performed for SMARTNET trunked repeaters: 1. Test and document antenna system VSWR. 2. Test repeater functions. 3. Set and document repeater levels (audio, RF, control). 4. Test call processing. 5. Test Failsoft operation. 6. Test Control Channel operation. 6 . p O August 8, 1994 STATEMENT O! WORE E~IHIT ~A~ !OR 800 ?a[s RCS 5.4 INTEGRATZON OP OTSER EQIIIPMENT SPECTR, TAC EQUIPMENT: 1. Set all module levels on Digitac sub-system. 2. Verify an3 document all cross connections. 3. Verify all LED functions. 4. Test repeater control functions. 5. Test Central Controller responses. SIMULCAs~T ONLY: 1. Set and document levels on Simulcast Channel Bank equipment. , 2. System Phasing a. Set, test, and document all audio delay parameters to minimize over-lap distortion. b. Phase all transmitters in the system to minimize over-lap distortion. 5.5 INTEGRATION OF CENTRAL BLECTRONICB BANK 1. Test all CEB Interfaces for proper performance. ~ 2. Test and document all CEB Diagnostics. 3. Test all console options at CEB. 5.6 INTEGRATION OF OPERATOR POSITIONS • 1. Test all operator position Interfaces for proper performance. 2. Test and document all operator position.Diagnostics. ' 3. Test all console options at operator positions. 7 ~ o August 8, 1999 STATEMENT OS WORK E~IHIT ~A~ FOR 800 M8s ACS 6.0 8XST81[ DOCIIMENTATION The following documentation will be provided by COUNTY for all sub-systems: . 1. Equipment inventory documentation, including serial numbers and final mode/channel configuration. 2. Site inspection documentation. 3. Equipment performance documentation. 4. Customer sign-off of installations on a per-site basis. 5. All "as-built" site/system documentation. 7.0 GROUNDING Equipment provided by CITY will be grounded by COUNTY to an . existiriq ground within the building or tower. 8.0 ANTENNA SYSTEM3 11yr Antenna systems (antennas, transmission lines, antenna mounts and peripheral hardware) shall be installed at the sites in locations delineated by the COUNTY. COUNTY will orientate and position antennas in accordance with their RF coverage design (the coverage designs must consider inter/intea system interface as well as coverage).. Connectors utilized in all ~ applications in this system are those connectors which the cable manulacturer recommends for the spacilic cable utilized for a specific application. all manufacturers recommendations will ba strictly adhered to in the assembly of the system antenna equipment. Weatherproofing oP all connections in this system installation will meet or exceed manufacturers recommendations. 9.0 COI~DIUNICATION DISPATCH POINTB DISPATC$ CONSOLES - INSTALLATION AliD CDT-OVBR A cut-over plan will. be developed to ensure that CITY communications will not be interrupted during the transition. f 8 /~~ ~ 2 ~ a' T ~ '.- ~l ~ O > Q ~ '~ 4 ~ J "'" V F r v1 .u a C ly C ~ d Cr b d ~~~"-~ 4 4 ~ u! S G J r !.0 6 ~ y ~ p .- ~ ~ ~ ~, - ~ ~ e W r V a. ~..a r ~ ' i`~ Z iy ~ ~ ~3 S r ~ r '~ ~, r ~ C.: 1 -~ t ~ S. '=~ c G J G ~ .., 2 7.~' ,,~.. 5 ~ ?v~ y .n .s~ - ~ ,,, a ~ r > i V "~ ~'~•` s' c: = ? . T a L v ~ C ~ Z ` y ~ ~ J~ z -~ S_tir?l7 11 ec 1 ~~~..t ., ~' 3J1HI~:Ta~tVY uh'nv~ ~ `-+ 4 ~ c: ~ H- z ..' 2 O 2 ~ $ ~ 1 . G August 9, 1994 STATEMENT OF wOR1C EffiSZT 'A' FOR 800 M8s RCB 10. CH'71NNEL LOGGING RECORDERS COUNTY will interface CITY supplied logging recorder equipment. Logging Recorders required to record trunked talk group audio must be located at the CEB site. All "de- trunking" of trunked Talkgroup audio is done in the logging recorder interface of the trunked central electronics bank. 11. BI - DIRBCTIONAL AMPLIFIERS (HDA) The specific design parameters for installation and operation of the Bi-Directional amplifiers has not been identified. In view of the CITY's public safety providers need far radio coverage within the City Hall, the Carousel Mall and Inland Center Mall, these locations will require individual analysis. A basic overview indicates that a single BDA will address the coverage concerns at City Hall. However, the two malls will probably require 2 BDA's each due to their size and construction. Specific design cannot occur until the BDA's are available. The two mall locations will require field engineering with assistance from city staff to maximize coverage in critical operational areas. err r 9 . \./ August 9~ 1994 BTATEMBNT O! 11OR1C EtBIBIT 'A' FOR 800 M8s RC8 ~"* ATTACBMENT 3 TRIIN1(ED BYBTEM GENERAL DESCRIPTION ~r The CITY's 800 MFIz RCS will consist of two (2) independent Motorola Smartnet II Trunked Radio Systems. 1. One 5 channel trunked system designed and implemented to provide co~•erage in the northeastern area o! Shandin Hills. It is initially intended to construct this system with a limited degree of mobility to enable the system to be used for back-up to the CITY's primary system in the event of catastrophic failure. This system will be connected to the dispatch equipment through the use of a non redundant spread spectrum microwave link. This link will be cross connected to the CITY's microwave system linking Little Mountain to City Hall. Basic System Performance will be monitored by a Motorola System Watch Program located at City Hall. This system will not have dynamic system functionality. The system will consist of the following equipment: 1 - Smartnet II controller 5 - MSF 5000 trunked repeaters 1 - 5 channel TX combiner 1 - RX Mulitcoupler 1 - Broadband duplexer i - UPS 2 - Modems 1 - Antenna system designed to meet coverage ~ requirements. 1 - Lot - associated cabling 1 - Single path spread spectrum microwave system Site specifics have not been identified. 2. One two (2) site 10 channel simulcast Smartnet II Trunked Radio System. This system will utilize the COUNTY's ~ Sunset and Jurupa remote sites and the COUNTY's Rialto site as the prime site. This will be the CITY's Primary system. The remote sites will be connected to the prime site utilizing the COUNTY's microwave system. The specific interconnectfvity will be accomplished by utilizing the COUNTY'S simulcast channel banks. The CITY will provide the Digital Simulcast Modems. The CITY'S prime site controller, spectratae, associated simulcast equipment and primary SIMS equipment (optional) will be located at Rialto. The necessary connectivity to the CITY'S 10 7lnqust _ 9 ~ 1994 © STI?TEM81iT OF 11ORX O EffiIHIT '71• FOR 800 10;s RC8 centralized dispatch equipment will be accomplished by ~"", using COUNTY microwave lrom Rialto to Little Mountain r? where it will be cross connected to the CITY's microwave ltom Little Mountain to City Hall. Jurupa and sunset will consist of the following equipment at each site: , i. Remote site Controller 2. 10 - MSF 5000's trunksd, Simulcast Repeater 3. 1 - 10 channel TX Combiner 4. 1 - Tower flop Amplifier 5. 1 - RX Mulitcoupler 6. 1 - Modem 7. 1 - Antenna System TX/RX S. 1 - UPS 9. 1 - Lot - Associated Cabling and Hardware Rialto site consist of the following equipment: 1. Prime Site Controller ~ 2. 10 channel 2 site Spectratac 3. 1 - UPS i a. 1 - Lot - Simulcast Microwave Equipment 5. 1 - Lot - Simulcast Optimization Equipment 6. 1 - Lot - Associated Cabling and Hardware 7. Modem 8. SIMS (optional) 3. Bi-Directional amplifiers to be determined. These.subeystems will be used to "fill-in" coverage deticiant areas within the CITY. ( 11 1