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Home My WebLink AboutC-2211AMENDMENT NO. 4 TO AGREEMENT FOR MOBILE COMPUTER MAINTENANCE BY AND BETWEEN THE CITY OF ARCADIA AND AMERICAN RELIANCE INC (formerly AMREL SYSTEMS LLC). This Amendment No. 4 is hereby entered into by and between the City of Arcadia, a charter city organized under the Constitution and laws of the State of California, and American Reliance, Inc., a California corporation, with respect to that certain Professional Services Agreement between the Parties dated June 3, 2010. The Parties agree as follows: 1. Section 3.1.3 of the Professional Services Agreement is amended to extend the term to and including June 30, 2011. 2. Section 3.3.1 of the Professional Services Agreement is amended by to the compensation set forth therein the additional sum of $7,032.00, which will be invoiced quarterly at a cost of $1,758.00. 3. The Professional Services Agreement is amended by deleting Exhibits A, B, and C by substituting therefore new exhibits A, B, and C as attached to this Amendment No. 4 and incorporated herein by reference. 4. All of the remaining terms and provisions of the Agreement are hereby reaffirmed. 5. All references to AMREL SYSTEMS LLC are changed to American Reliance Inc. In witness whereof the parties have executed this Amendment No. 4 on the date set forth below. CITY OF ARCADIA By: J)v..n Don Penman, City Manager Dated: 314.-c J as io American Reliance Inc. (—Diana D'Ia�count'Vgv(ager D . - . i ATT ST: CONCUR: pory-:n 1K v -o O ity erk at Victor Chiang o Iler Date APPROVED AS TO FORM: Stephen P. Deitsch Date City Attorney • i Robert P. San Chief of PolicE Date 1/ -/Z'Z EXHIBIT "A" SCOPE OF SERVICES Hardware Maintenance — To provide the CITY with Out of Warranty Maintenance In- Service Repairs on existing Rugged Notebook Computers and Docking Stations, hereinafter referred to as "MDC ", on a renewable yearly basis. The CITY currently has 19 Mobile 3 Piece MDC's that were purchased in 2006 and 1 - RT786DVI MDC purchased 5/20/05, Laptops Serial# 64436 purchased 3/11/03. EXHIBIT "B" SCHEDULE OF SERVICES The out of warranty maintenance for this service agreement will cover all repairs, both parts and labor, except batteries, which only have a one (1) year warranty, includes freight charges both ways. Schedule of services will be as required when repairs are needed. In- Service Date 2005 2006 Units 1- RT786DVI 19- MT786EX EXHIBIT "C" COMPENSATION Monthly Charge per Unit $54.00 $28.00 Extended Monthly Cost $648.00 $336.00 Total annual contract cost is $ 7,032.00, which will be invoiced quarterly at a cost of $ 1,758.00. THIS ANNUAL CONTRACT HAS SPECIAL PRICING DISCOUNT * AS A PART OF THIS AGREEMENT: Out of warranty batteries will be replaced at an additional discounted price of. $200.00 each. See next page of detail on Units under this Service Contract Item Description MT786 Serial DP860 Serial Date Purchased Invoice # 1 RTMOBILE 79538 79551 02/17/06 52887 2 RTMOBILE 79539 79552 02/17/06 52887 3 RTMOBILE 79540 79553 02/17/06 52887 4 RTMOBILE 79541 79554 02/17/06 52887 5 RTMOBILE 79542 79555 02/17/06 52887 6 RTMOBILE 79543 79556 02/17/06 52887 7 RTMOBILE 79544 79557 02/17/06 52887 8 RTMOBILE 79545 79558 02/17/06 52887 9 RTMOBILE 79875 79165 03/30/06 52986 10 RTMOBILE 79876 79166 03/30/06 52986 11 RTMOBILE 82893 82053 08/16/06 53250 12 RTMOBILE 82894 83007 08/16/06 53250 13 RTMOBILE 82895 83008 08/16/06 53250 14 RTMOBILE 82896 83010 08/16/06 53250 15 RTMOBILE 82897 83011 08/16/06 53250 16 RTMOBILE 84703 84713 10/25/06 53407 17 RTMOBILE 84704 84714 10/25/06 53407 18 RTMOBILE 84705 84715 10/25/06 53407 19 RTMOBILE 84706 84716 10/25/06 53407 Item Description RT686 Serial # Veh Dock Serial # Date Purchased Invoice # 5 RTLAPTOP 64436 03/11/03 50896 6 RT786DVI 73627 05/20/05 52322 y 1\o0 -70 c -aal1 -3 AMENDMENT NO. 3 TO AGREEMENT FOR MOBILE COMPUTER MAINTENANCE BY AND BETWEEN THE CITY OF ARCADIA AND AMERICAN RELIANCE INC (formerly AMREL SYSTEMS LLC). This Amendment No. 3 is hereby entered into by and between the City of Arcadia, a charter city organized under the Constitution and laws of the State of California, and American Reliance, Inc., a California corporation, with respect to that certain Professional Services Agreement between the Parties dated June 22, 2009. The Parties agree as follows: 1. Section 3.1.3 of the Professional Services Agreement is amended to extend the term to and including June 30, 2010. 2. Section 3.3.1 of the Professional Services Agreement is amended by to the compensation set forth therein the additional sum of $6,816.00, which will be invoiced quarterly at a cost of $1,704.00. 3. The Professional Services Agreement is amended by deleting Exhibits A, B, and C by substituting therefor new exhibits A, B, and C as attached to this Amendment No. 3 and incorporated herein by reference. 4. All of the remaining terms and provisions of the Agreement are hereby reaffirmed. 5. All references to AMREL SYSTEMS LLC are changed to American Reliance Inc. In witness whereof the parties have executed this Amendment No. 3 on the date set forth below. CITY OF ARCADIA By: 3)e,n Re, � Don Penman, City Manager Dated: g,an o 9 American Reliance Inc. By - D'ana D vi co t Wnager Date ATT T: CONCUR: C C it erk at Victor Chiang, Cerllr Date APPROVED AS TO FORM: CONCUR: sqj6 P, i�-� G 1; 6( 0 9 e-I�R.L " - -,- . q Stephen P. Deitsch 'Date Robert P. Sanderson Date City Attorney Chief of Police 1 EXHIBIT A SCOPE OF SERVICES Hardware Maintenance — To provide the CITY with Out of Warranty Maintenance In- Service Repairs on existing Rugged Notebook Computers and Docking Stations, hereinafter referred to as "MDC ", on a renewable yearly basis. The CITY currently has 19 Mobile 3 Piece MDC's that were purchased in 2006 and 1 - RT786DVI MDC purchased in 03/11/03, Laptops Serial# 64436 purchased 03/11/03. EXHIBIT B SCHEDULE OF SERVICES The out of warranty maintenance for this service agreement will cover all repairs, both parts and labor, except batteries, which only have a one (1) year warranty, includes freight charges both ways. Schedule of services will be as required when repairs are needed. EXHIBIT "C" COMPENSATION 2003 1- RT686EX $35.00 $35.00 2005 1- RT786DVI $58.00 $58.00 2006 19- MT786EX $25.00 $475.00 Total annual contract cost is $ 6,816.00, which will be invoiced quarterly at a cost of $1,704.00. THIS ANNUAL CONTRACT HAS SPECIAL PRICING DISCOUNT * AS A PART OF THIS AGREEMENT: Out of warranty batteries will be replaced at an additional discounted price of. $200.00 each. See next page of detail on Units under this Service Contract 1 Item Description MT786 Serial DP860 Serial Date Purchased Invoice # 1 RTMOBILE 79538 79551 02/17/06 52887 2 RTMOBILE 79539 79552 02/17/06 52887 3 RTMOBILE 79540 79553 02/17/06 52887 4 RTMOBILE 79541 79554 02/17/06 52887 5 RTMOBILE 79542 79555 02/17/06 52887 6 RTMOBILE 79543 79556 02/17/06 52887 7 RTMOBILE 79544 79557 02/17/06 52887 8 RTMOBILE 79545 79558 02/17/06 52887 9 RTMOBILE 79875 79165 03/30/06 52986 10 RTMOBILE 79876 79166 03/30/06 52986 11 RTMOBILE 82893 82053 08/16/06 53250 12 RTMOBILE 82894 83007 08/16/06 53250 13 RTMOBILE 82895 83008 08/16/06 53250 14 RTMOBILE 82896 83010 08/16/06 53250 15 RTMOBILE 82897 83011 08/16/06 53250 16 RTMOBILE 84703 84713 10/25/06 53407 17 RTMOBILE 84704 84714 10/25/06 53407 18 RTMOBILE 84705 84715 10/25/06 53407 19 RTMOBILE 84706 84716 10/25/06 53407 Item Description RT686 Serial # Veh'Dock Serial # Date Purchased Invoice # 5 RTLAPTOP 64436 03/11/03 50896 6 RT786DVI 73627 05/20/05 52322 ! 0 AMENDMENT NO. 2 TO AGREEMENT FOR MOBIL COMPUTER MAINTENANCE BY AND BETWEEN THE CITY OF ARCADIA AND AMREL SYSTEMS LLC. This Amendment No. 2 ( "Amendment No. 2 ") is hereby entered into by and between the City of Arcadia, a charter city organized under the Constitution and laws of the State of California, and American Reliance, Inc. / AMREL Systems, LLC, a California Corporation, with respect to that certain Professional Services Agreement between the parties dated May 24, 2006 ( "Agreement"). The parties agree as follows: 1. Section 3.1.3 of the Professional Services Agreement is amended to extend the term to and including June 30, 2009. 2. Section 3.3.1 of the Professional Services Agreement is amended by adding to the Compensation set forth therein the additional sum of $5,637.00, which will be invoiced quarterly at a cost of $1,409.25. 3. The Professional Services Agreement is amended by deleting Exhibits "A ", "B" and "C ", and by substituting therefor new Exhibits "A ", "B" and "C" as attached to this Amendment No. 2 and incorporated herein by reference. 4. All of the remaining terms and provisions of the Agreement are hereby reaffirmed. [SIGNATURES ON NEXT PAGE] • • In witness whereof the parties have executed this Amendment No. 2 on the date set forth below. CITY OF ARCADIA By: Don Penman City Manager Dated: 5 M AT ST: • � o a 1"Oo epAk City Cler Date APPROVED AS TO FORM: }t Stephen P. Deitsch City Attorney LE AMREL / American Reliance Inc 1jdlC CONCUR: Victor Chiang ro er Da CONCUR: Robert Sanderson Date Chief of Police 0 0 EXHIBIT "A" SCOPE OF SERVICES Hardware Maintenance — To provide the CITY with Out of Warranty Maintenance In- Service Repairs on existing Rugged Notebook Computers and Docking Stations, hereinafter referred to as "MDC ", on a renewable yearly basis. The CITY currently has 19 Mobile 3 Piece MDC's that were purchased in 2006 and 1 - RT786DVI MDC purchased in 05/20/05, Laptops Serial# 64436 purchased 03/11/03. A -1 0 0 EXHIBIT "B" SCHEDULE OF SERVICES The out of warranty maintenance for this service agreement will cover all repairs, both parts and labor, except batteries, which only have a one (1) year warranty, includes freight charges both ways. Schedule of services will be as required when repairs are needed. B -1 0 0 EXHIBIT "C" COMPENSATION In- Service Date Number Of Units Monthy Charge Per Unit Extended Monthly Cost 2003 1- RT686EX $30.00 $30.00 2005 1- RT786DVI $55.00 $55.00 2006 19- MT786EX $20.25 $384.75 Total annual contract cost is $ 5,637.00, which will be invoiced quarterly at a cost of $ 1,409.25. * AS A PART OF THIS AGREEMENT: Out of warranty batteries will be replaced at an additional discounted price of. $200.00 each. See next page of detail on Units under this Service Contract C -1 Item Description MT786 Serial DP860 Serial Date Purchased Invoice # I RTMOBILE 79538 79551 02/17/06 52887 2 RTMOBILE 79539 79552 02/17/06 52887 3 RTMOBILE 79510 79553 02/17/06 52887 1 RTMOBILE 79511 79551 02/17/06 52887 5 RTMOBILE 79542 79555 02/17/06 52887 6 RTMOBILE 79513 79556 02/17/06 52887 7 RTMOBILE 79511 79557 02/17/06 52887 8 RTMOBILE 79515 79558 02/17/06 52887 9 RTMOBILE 79875 79165 03/30/06 52986 10 RTMOBILE 79876 79166 03/30/06 52986 11 RTMOBILE 82893 82053 08/16/06 53250 12 RTMOBILE 82891 83007 08/16/06 53250 13 RTMOBILE 82895 83008 08/16/06 53250 Il RTMOBILE 82896 83010 08/16/06 53250 15 RTMOBILE 82897 83011 08/16/06 53250 16 RTMOBILE 81703 81713 10/25/06 53107 17 RTMOBILE 81701 81711 10 /25/06 53107 18 RTMOB[LE 81705 81715 10/25/06 53107 19 RTMOBILE 81706 81716 10/25/06 53107 Item Description RT686 Serial # Veh Dock Serial # Date Purchased Invoice # 5 RTLAPTOP 61136 03/11/03 50896 6-1 RT786DVI 73627 05/20/05 52322 C -2 x AMENDMENT NO. 1 TO AGREEMENT RR MOBILE COMPUTER MAINTENANCE BY AND BETWEEN THE CITY OF ARCADIA AND AMREL SYSTEMS LLC. This Amendment No. 1 ("Amendment No. 1 ") is hereby entered into by and between the City of Arcadia, a charter city organized under the Constitution and laws of the State of California, and American Reliance Inc. / Amrel, a California Corporation, with respect to that certain Professional Services Agreement between the parties dated May, 24, 2006 ('Agreement'). The parties agree as follows: 1. Section 3.1.3 of the Professional Services Agreement is amended to extend the term to and including June 30, 2008. 2. Section 3.3.1 of the Professional Services Agreement is amended by adding to the Compensation set forth therein the additional sum of $4,359.96, which will be invoiced quarterly at a cost of $1,089.99. 3. The Professional Services Agreement is amended by deleting Exhibits "A ", `B" and "C ", and by substituting therefor new Exhibits "A ", `B" and "C" as attached to this Amendment No. 1 and incorporated herein by reference. 4, All of the remaining terms and provisions of the Agreement are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. I on the date set forth below. CITY OF ARCADIA By William R. Kelly City Manager Dated: (Q, 2007 TTEST: 1*6k (1A1h4VV i y Cler APPROVED AS TO FORM: Stephen P. Deitsch City Attorney American Reliance Inc. / Amrel I.. Diana DkN)4VAcco nt anager D 2007 Cam. C r b Victor ang / Controller Da CONCUR: e Robert Sanderson Date Police Chief r^ g t1 • • EXHIBIT "A" SCOPE OF SERVICES Hardware Maintenance — To provide the CITY with Out of Warranty Maintenance In- Service Repairs on existing Rugged Notebook Computers and Docking Stations, hereinafter referred to as "MDC ", on a renewable yearly basis. The CITY currently has 19 Mobile 3 Piece MDC's that were purchased in 2006 and 1 - RT786DVI MDC purchased in 03/11/03, Laptops Serial# 64436 purchased 03/11/03. EXHIBTT "B" SCHEDULE OF SERVICES The out of warranty maintenance for this service agreement will cover all repairs, both parts and labor, except batteries, which only have a one (1) year warranty, includes freight charges both ways. Schedule of services will be as required when repairs are needed. EXHIBIT "C" COMPENSATION 2003 1- RT686EX $25.00 $25.00 2005 1- RT786DVI $53.33 $53.33 2006 19- MT786EX $15.00 $285.00 Total annual contract cost is $ 4,359.96, which will be invoiced quarterly at a cost of $1,089.99. AS A PART OF THIS AGREEMENT: Out of warranty batteries will be replaced at an additional discounted price of: $200.00 each. See next page of detail on Units under this Service Contract Item Description MT786 Serial # DP860 Serial # Date Purchased Invoice # 1 RTMOBILE 79538 79551 02/17/06 52887 2 RTMOBILE 79539 79552 02/17/06 52887 3 RTMOBILE 79540 79553 02/17/06 52887 4 RTMOBILE 79541 79554 02/17/06 52887 5 RTMOBILE 79542 79555 02/17/06 52887 6 RTMOBILE 79543 79556 02/17/06 52887 7 RTMOBILE 79544 79557 02/17/06 52887 8 RTMOBILE 79545 79558 02/17/06 52887 9 RTMOBILE 79875 79165 03/30/06 52986 10 RTMOBILE 79876 79160 03/30/06 52986 11 RTMOBILE 82893 82053 08/16/06 53250 12 RTMOBM 82894 83007 08/16/06 53250 13 RTMOBILE 82895 83008 1 08/16/06 53250 14 RTMOBM 82896 83010 08/16/06 53250 15 RTMOBILE 82897 83011 08/10/06 53250 16 RTMOBILE 84703 84713 10/25106 53407 17 RTMOBILE 84704 84714 10/25/06 53407 18 RTMOBILE 84705 84715 10/25/06 53407 19 RTMOBILE 84706 84716 10/25/06 53407 Item Description RT686 Serial # Veh Dock Serial # Date Purchased Invoice # 5 RTLAPTOP 64436 03/11/03 50896 6 RT786DVI 73627 05/20/05 52322 F Tse CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. " This Agreement is made and entered into this LL aay of JY% 2006 by and between the City of Arcadia, a municipal organization organized under the laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066- 6021 ( "City") and Amrel Systems LIC, a Limited Liability Corporation with its principal place of business at 3445 Fletcher Avenue, El Monte, California 91731 ( "Consultant "). City and Consultant are sometimes individually'referred to as "Party" and collectively as "Parties." 2. RECPrAL& 2.1 Consultant Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing Mobile Computer Maintenance repairs and services to public clients, is licensed in the State of California, and is familiar with the plans of City j.. 2.2 Project City desires to engage Consultant to render such services for the Arcadia Police Department project ( "Project ") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Mobile Computer Maintenance repairs and services necessary for the Project ( "Services "). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 0 0 3.1.2 Items Covered by the Agreement. Rugged computers, monitors, and docking stations configured as originally sold to the city. Accessories such as carrying cases, adapters and plugs are not included and not covered by this service agreement. 3.1.3 Term. The term of this Agreement shall be from July 01, 2006 to June 30, 2007, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates: Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Kevin Reilly, Diana Davila, Ron Capron, Keith Berger, Bonnie Zheng, Wendy Cheng, and Sylvia Huang. 3.2.5 City's Representative. The City hereby designates Robert Sanderson, Chief of Police, or his designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant hereby designates Kevin Reilly, or his or her designee, to act as its representative for the performance of this Agreement ( "Consultant's Representative "). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care, Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions, which are caused by the Consultant's failure to comply with the standard of care, provided for herein. Any employee of the Consultant or its sub- consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all CaUOSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or • 0 liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability.- $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; 3.2.10.3 Professional Liability. [INTENTIONALLY OMITTED] 3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Work or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self- insurance maintained . by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. [INTENTIONALLY OMITTED] 0 0 (C) Workers' Compensation and Employers Liability Coverage. [INTENTIONALLY OMITTED] (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Separation of Insured's. No Special Limitations. All insurance required by this Section shall contain standard separation of insured's provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.6 Deductibles and Self- Insurance Retentions. Any deductibles or self - insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A: VIII, licensed to do business in California, and satisfactory to the City. 3.2.10.8 Verification of Coverage. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for a person shall sign each insurance policy authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.9 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 0 9 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed S 3,516.00, which will be invoiced quarterly at a cost of S 879.00. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. See 3.3.1 and Exhibit C for details 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work, which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services, which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: City: AMREL Systems, LLC 3445 Fletcher Avenue El Monte CA 91731 Attn: Diana Davila, Key Account Sales Manager City of Arcadia 240 West Huntington drive Arcadia, CA 91066 -6021 Attn: Bob Sanderson, Chief of Police Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S.. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data: Licensing of Intellectual Property. This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data, which were prepared by design professionals other than Consultant or provided, to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 0 9 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant, which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5A Cooperation, Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, official's officers, employees, agents or volunteers. 3.5.7 Entire weement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. A writing signed by both Parties may only modify this Agreement. 3.5.8 Governing Law. The laws of the State of California shall govern this Agreement. Venue shall be in Los Angeles County. • • 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null.and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction: References: Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not workdays. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment: Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppels, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity: Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or 0 0 violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non- discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code, which require every employer to be insured against liability for Worker's Compensation or to undertake self - insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 0 0 CITY OF ARCADIA By: i `& William R. Kelly City Manager Dated: APPROVED AS TO FORM: 94L P, � Stephen P. Deitsch City Attorney AMREL Systems LLC �[ By: KevinReill _Qirectorof es Date CONCUR: 1 Victor Chiang/ Acc mg Ma ger Date CONCUR: Robert P. SaAderson, Chief of Police EXHIBIT "A" SCOPE OF SERVICES Hardware Maintenance — To provide the CITY with Out of Warranty Maintenance In- Service Repairs on existing Rugged Computers, Monitors, and Docking Stations, hereinafter referred to as "MDC ", on a renewable yearly basis. The CITY currently has 8 MDC's that were purchased in January 2001 and 1 MDC purchased in January of 2003 for a total of 9 MDC's, as well as 9 docking stations EXHIBIT "B" SCHEDULE OF SERVICES The out of warranty maintenance for this service agreement will cover all repairs, both parts and labor, except batteries, which only have a one (1) year warranty, includes freight charges both ways. Schedule of services will be as required when repairs are needed. EXHIBIT "C" COMPENSATION In- Service Date Number Of Units Mouthy Charge Per Unit Extended Monthly Cost 2001 8 - RT686 $31.00 $248.00 2003 1- RT686EX $22.50 $22.50 9 - Veh Docks $2.50 $22.50 Total annual contract cost is $ 3,516.00, which will be invoiced quarterly at a cost of $ 879.00. • AS A PART OF THIS AGREEMENT: Out of warranty batteries will be replaced at an additional discounted price of $200.00 each. ACORDTM • DAT04/18/2006 CERTIFICATO)F LIABILITY INSURANCE TYPEOFINSURANCE PRODUCER Prom: B2Ba55a21% Fax: �753Y THIS CERTIFICATE IS ISSUED AS A NATTER OF INFORMATION KCAL INSURANCE AGENCY ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 2048 S. HACIENDA BLVD. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR HACIENDA. HEIGHTS, CA 91746 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 08103106 0810=6 EACH OCCURRENCE INSURERS AFFORDING COVERAGE NAIC # Agency LIM 060015 MED. EXP (Any ore mmn) § 10,000 INSURED INSURER A: FEDERAL INSURANCE COMPANY AMERICAN RELIANCE, INC. INSURER B: § 2,000,000 AMREL SYSTEMS, LLC. CRETE SYSTEMS, INC. 3448 FLETCHER AVE. INSURER C § 2,000,000 INSURER D: INSURER E: EL MONTE CA 91731 COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICYPERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT MATH RESPECT TOMICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALLTHE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE UNITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LNN NSR TYPEOFINSURANCE POLICY NUMBER Pa Slfwvhw PaLILYEVeIAIKMI ]UNITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS MADE OCCUR 3684-80 -82 08103106 0810=6 EACH OCCURRENCE § 1,000,000 OMMGETOREMED PBEYISEa(Fi acunrcR) S 1,000,000 MED. EXP (Any ore mmn) § 10,000 PERSONAL d ADV INJURY § 1,000,000 GENERALAGGREGATE § 2,000,000 GENLAGGREGATE LIMITAPPLIES PER: X POLICY D J LOC Fl PRODUCTS- COIAROPAGG. § 2,000,000 A AUTOMOBILE LIABILITY ANYAUTO ALL OWNED AUTOS SCHEDULED AUTOS HIREDAUTOS NONOMJEDAUTOS COMBINED SINGLE LIMIT (Ea accMm[) S BODILY INJURY (Par Ram) § emar lruuRr (PxaccWeM) § PROPERTY DAMAGE Porars § GARAGE LIABILITY ANYAUTO AUTO ONLY -EA ACCIDENT § OTHER THAN EAACC AUTO ONLY: AGG § $ A MESS I UMBRELLA LIABILITY X OCCUR ❑ CIAIMs MADE DEDUCTIBLE RETENTION § 7986.2042 08103106 08103A6 EACH OCCURRENCE § 6,000,000 AGGREGATE § 6,000,000 S S Is WORKERS COMPENSATION AND EMPLOYERS LIABILITY AM,�aPREIaRMARl1Ert1EIR ��OYyPFRRICERMEIIFA ®fGLII@OT VEVAIWYbbw Td1YNY1T5 OTTER E.L. EACH ACCIDENT $ E.L. DISEASE-EA EMPLOYEE § EL. DISEASEPOLICY LIMIT Is A OTHER: TECHNOLOGY ERRORS OR OMISSIONS LIABILITY - CLAIMS MADE 3684-80 -92 08103106 08103106 AGGREGATE: $2,000,000 EACH CLAIMS DEDUCTIBLE: $26,000 RETROACTIVE DATE: OSM3101 DESCRIPTION OF OPERA' IONS (LOCATIONS /VEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS CERTIFICATE HOLDER CANCELLATION AMERICAN RELIANCE, INC. AMREL SYSTEMS, LLC. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CMICELLED BEFORETHE EXPIRATION DATE THEREOF, THE ISSUING INSURER MALL ENDEAVOR TO MAIL 30 DAYS WRITTEN NONCE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT CRETE SYSTEMS, INC. FAILURE TO DO 80 SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE 9446 FLETCHER AVE. INSURER, ITS AGENTS OR REPRESENTATIVES EL MONTE CA 91731 Attention: VICTOR CHIANO AUTHORIZED REPRESENTATIVE nny Chan ACORD 26 (2001108) CartircBiE 9 2176 ® ACORD CORPORATION 1966