HomeMy WebLinkAbout24C243 - Motorola Solutions, Inc.CONTRACT ABSTRACT
Contract/Amendment
Name of Contract:
Company Name:
Company Contact:
Email:
Summary of Services:
Contract Price:
Contract Term:
Public Integrity/ Business
Disclosure Forms:
Contract Administration
Lead Department:
Contract Administrator/ Ext:
Contract Approvals
Council/City Manager Approval Date:
Agreement Number:
Amendment Number:
Contract Compliance
Exhibits:
Insurance:
Routed By:
Bonds:
Business License:
Sole Source Co-Op
CoOp Agmt #: Sole Source
Documents: CoOp Name:
CoOp Pricing:
By: Submitted on:
Contract Abstract Form Rev 8.16.23
Authorized Signers:
Name, Email
(Corporations require 2 signatures)
Purchase of VideoManager El Cloud with Integrated in-car video systems
Motorola Solutions, Inc.
Sean Heieck, Area Sales Manager
sean.heieck@motorolasolutions.com
purchase of videomanager el cloud with integrated in-car video
systems for 9 patrol units
$72,260.13
One-year
N/A
Sean Heieck; sean.heieck@motorolasolutions.com
Norberto Colon; norberto.colon@motorolasolutions.com
Public Works/Fleet
David McAbee / Daniel Martinez
24C243
Yes
Yes
Yes
Procurement
N/A
No 042021-MOT
Sourcewell
Yes
9/23/2024 Tabitha Richards
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COOPERATIVE PURCHASE OF VIDEOMANAGER EL CLOUD WITH
INTEGRATED IN-CAR VIDEO SYSTEMS
AGREEMENT NO. 24C243
This Cooperative Purchase of VideoManager EL Cloud Agreement (“Agreement”) is
entered into by and between the City of Palm Springs, a California charter city and
municipal corporation (“City”) and Motorola Solutions, Inc., a Delaware corporation with
its principal place of business at 500 West Monroe Street Chicago, IL 60661
(“Contractor”). City and Contractor are sometimes individually referred to as “Party” or
collectively as “Parties” in this Agreement.
1. Background.
a. This Agreement is made and entered into in reference to the competitively
solicited Sourcewell Contract No. 042021-MOT (“Cooperative Agreement”).
b. The City desires to purchase VideoManager El Cloud solution attached hereto
as Attachment “A”, the content of which is incorporated by reference to this
Agreement as if fully set out her in its entirety.
c. Contractor desires to perform said services on the terms and conditions set
forth in this Agreement.
2. Term. The term of this Agreement is one-year beginning on the date provided in the
Notice to Proceed for the City’s Public Works Department. The parties may mutually
extend the term of this Agreement for up to two (2) additional one (1) year periods
(“Option Period(s)”), provided, the parties do so in writing prior to the expiration of the
original term of the then-current Option Period.
3. Compensation and Payment. This Agreement is for an amount not to exceed
$72,260.13, subject to approved amendments and changes. All pricing must be in
accordance with the attached Quote, as shown as Attachment “B”, the content of
which is incorporated by reference into this Agreement as if fully set out here in its
entirety.
4. Appropriations. This Agreement is subject to, and contingent upon, funds being
appropriated by the City Council of City for each fiscal year. If such appropriations
are not made, this Agreement shall automatically terminate without penalty to City.
5. Insurance. Contractor shall procure and maintain, at its sole cost and expense,
policies of insurance as set forth in the attached Attachment "C", incorporated herein
by reference. If no insurance is required Attachment “C” will reflect that there are no
requirements.
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6. Indemnification. To the fullest extent permitted by law, Contractor shall defend (at
Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its
elected officials, officers, employees, agents, and volunteers (collectively the
“Indemnified Parties”), from and against any and all liabilities, actions, suits, claims,
demands, losses, costs, judgments, arbitration awards, settlements, damages,
demands, orders, penalties, and expenses including legal costs and attorney fees
(collectively “Claims”), including but not limited to Claims arising from injuries to or
death of persons (Contractor’s employees included), for damage to property, including
property owned by City, for any violation of any federal, state, or local law or ordinance
or in any manner arising out of, pertaining to, or incident to any acts, errors or
omissions, or willful misconduct committed by Contractor, its officers, employees,
representatives, and agents, that arise out of or relate to Contractor’s performance of
Services or this Agreement. This indemnification clause excludes Claims arising from
the sole negligence or willful misconduct of the Indemnified Parties. Under no
circumstances shall the insurance requirements and limits set forth in this Agreement
be construed to limit Contractor’s indemnification obligation or other liability under this
Agreement. Contractor’s indemnification obligation shall survive the expiration or
earlier termination of this Agreement until all actions against the Indemnified Parties
for such matters indemnified are fully and finally barred by the applicable statute of
limitations or, if an action is timely filed, until such action is final.
7. Notice. Any notice required under this Agreement must be given by fax, hand delivery,
or certified mail, postage prepaid, and is deemed received on the day faxed, or hand
delivered or on the third day after postmark if sent by certified mail. Notice must be
sent as follows:
IF TO THE CITY: IF TO THE CONTRACTOR:
City of Palm Springs Motorola Solutions, Inc.
Attn: Scott Stiles Attn: Norberto Colon
Title: City Manager Title: VP MSSSI & Director of Sales
Address: 3200 E Tahquitz Canyon Way Address: 500 W Monroe Street
Palm Springs, CA 92262 Chicago, IL 60661
8. Compliance with Law. Contractor shall comply with all applicable federal, state, and
local laws, statutes and ordinances and all lawful orders, rules, and regulations when
performing the Services. Contractor shall be liable for all violations of such laws and
regulations in connection with this Agreement.
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9. Changes. In the event any change or changes in the work is requested by City, Parties
shall execute a written amendment to this Agreement, specifying all proposed
amendments, including, but not limited to, any additional fees. An amendment may
be entered into:
A. To provide for revisions or modifications to documents, work product, or Work,
when required by the enactment or revision of any subsequent law; or
B. To provide for additional work not included in this Agreement or not customarily
furnished in accordance with generally accepted practice in Contractor’s
profession.
10. Termination Prior to Expiration of Term. City may terminate this Agreement at any
time, with or without cause, upon thirty (30) days written notice to Contractor. Where
termination is due to the fault of Contractor and constitutes an immediate danger to
health, safety, and general welfare, the period of notice shall be such shorter time as
may be determined by the City. Upon receipt of the notice of termination, Contractor
shall immediately cease all Services except such as may be specifically approved by
the Contract Officer. Contractor shall be entitled to compensation for all Services
rendered prior to receipt of the notice of termination and for any Services authorized
by the Contract Officer after such notice. City shall not be liable for any costs other
than the charges or portions thereof which are specified herein. Contractor shall not
be entitled to payment for unperformed Services and shall not be entitled to damages
or compensation for termination of Work. If the termination is for cause, the City shall
have the right to take whatever steps it deems necessary to correct Contractor's
deficiencies and charge the cost thereof to Contractor, who shall be liable for the full
cost of the City's corrective action. Contractor may not terminate this Agreement
except for cause, upon 30 days written notice to City.
11. Covenant Against Discrimination. In connection with its performance under this
Agreement, Contractor shall not discriminate against any employee or applicant for
employment because of actual or perceived race, religion, color, sex, age, marital
status, ancestry, national origin (i.e., place of origin, immigration status, cultural or
linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender
expression, physical or mental disability, or medical condition (each a “prohibited
basis”). Contractor shall ensure that applicants are employed, and that employees are
treated during their employment, without regard to any prohibited basis. As a condition
precedent to City’s lawful capacity to enter this Agreement, and in executing this
Agreement, Contractor certifies that its actions and omissions hereunder shall not
incorporate any discrimination arising from or related to any prohibited basis in any
Contractor activity, including but not limited to the following: employment, upgrading,
demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates
of pay or other forms of compensation; and selection for training, including
apprenticeship; and further, that Contractor is in full compliance with the provisions of
Palm Springs Municipal Code Section 7.09.040, including without limitation the
provision of benefits, relating to non-discrimination in city contracting.
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12. Compliance with Economic Sanctions in Response to Russia's Actions in
Ukraine. When funding for the services is provided, in whole or in part, by an agency
controlled of the State of California, Consultant shall fully and adequately comply with
California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this
compliance process, Consultant shall also certify compliance with the Russian
Sanctions Program by completing the form located in Attachment “D” (Russian
Sanctions Certification), attached hereto and incorporated herein by reference.
Consultant shall also require any subconsultants to comply with the Russian
Sanctions Program and certify compliance pursuant to this Section.
13. Entire Agreement. This Agreement, along with the Cooperative Agreement
constitutes the entire agreement between the parties concerning the subject matter of
this Agreement and supersedes all prior negotiations, arrangements, agreements and
understandings, either oral or written between the parties. In the event of conflict or
inconsistency between this Agreement and the Cooperative Agreement, this terms
and conditions in this Agreement shall prevail.
[Signature Page Follows]
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SIGNATURE PAGE TO COOPERATIVE PURCHASE OF VIDEOMANAGER EL
CLOUD WITH INTEGRATED IN-CAR VIDEO SYSTEMS AGREEMENT
BETWEEN THE CITY OF PALM SPRINGS
AND MOTOROLA SOLUTIONS, INC.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.
CONTRACTOR:
By: _____________________________ By: _____________________________
Signature Signature
(2nd signature required for Corporation)
Date: ___________________________ Date: ___________________________
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: _N/A______ Item No. _N/A_______
APPROVED AS TO FORM: ATTEST:
By: _____________________________ By: _____________________________
City Attorney City Clerk
APPROVED:
By: _____________________________ Date: ____________________________
David McAbee, Director of Public Works
By: _____________________________ Date: ____________________________
City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
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ATTACHMENT A
SCOPE OF WORK
Contractor shall procure and install VideoManager El Cloud with intergrate in-car video
systems on nine (9) vehicles as defined in Attachment B, for an amount not to exceed
$73,260.13.
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ATTACHMENT B
QUOTE / PRICING
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ATTACHMENT C
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INSURANCE REQUIREMENTS
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1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain
public liability and property damage insurance against all claims for injuries against persons or damages to
property resulting from Contractor’s performance under this Agreement. Contractor shall procure and
maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit
concurrently with its execution of this Agreement. Contractor shall also carry workers’ compensation
insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full
force and effect during the term of this Agreement, including any extensions. Such insurance shall not be
cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates
of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees,
agents, and volunteers as additional named insureds by original endorsement shall be delivered to and
approved by City prior to commencement of services. The procuring of such insurance and the delivery of
policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of
Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers.
2. Minimum Scope of Insurance. The minimum amount of insurance required under this
Agreement shall be as follows:
1. Comprehensive general liability and personal injury with limits of at least one
million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars
($2,000,000) general aggregate;
2. Automobile liability insurance with limits of at least one million dollars
($1,000,000.00) per occurrence;
3. Professional liability (errors and omissions) insurance with limits of at least one
million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is:
_________ required
_____X____ is not required;
4. Workers’ Compensation insurance in the statutory amount as required by the State
of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per
occurrence. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of
Workers’ Compensation Insurance Requirement form.
3. Primary Insurance. For any claims related to this Agreement, Contractor’s insurance
coverage shall be primary with respect to the City and its respective elected officials, officers, employees,
agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected
officials, officers, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall
not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer
shall waive all rights of subrogation and contribution it may have against City, its elected officials, officers,
employees, agents, and volunteers.
4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if
Contractor provides claims made professional liability insurance, Contractor shall also agree in writing
either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within
three years of the completion of Contractor’s services under this Agreement, or (2) to maintain professional
liability insurance coverage with the same carrier in the amount required by this Agreement for at least
three years after completion of Contractor’s services under this Agreement. Contractor shall also be
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required to provide evidence to City of the purchase of the required tail insurance or continuation of the
professional liability policy.
5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by
authorized insurers in good standing with the State of California. Coverage shall be provided by insurers
admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless
otherwise acceptable to the City.
6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance
and endorsements, including additional insured endorsements, affecting all of the coverages required by
this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer
to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before
work commences. City reserves the right to require Contractor’s insurers to provide complete, certified
copies of all required insurance policies at any time. Additional insured endorsements are not required for
Errors and Omissions and Workers’ Compensation policies.
Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto
Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability
Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements
stated on the certificate:
A. "The City of Palm Springs, its officials, employees, and agents are named as an additional
insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with
the City" may be included in this statement).
B. "This insurance is primary and non-contributory over any insurance or self-insurance the
City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed
with the City" may be included in this statement).
C. "Should any of the above-described policies be canceled before the expiration date thereof,
the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as,
“endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind
upon the company, its agents or representative" is not acceptable and must be crossed out.
D. Both the Workers’ Compensation and Employers' Liability policies shall contain the
insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and
volunteers.
In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder
on the policies.
All certificates of insurance and endorsements are to be received and approved by the City before work
commences. All certificates of insurance must be authorized by a person with authority to bind coverage,
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whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required
documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them.
7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions
must be declared to and approved by the City prior to commencing any work or services under this
Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or
self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and
volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations,
claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount
of any deductible or self-insured retention under the policy. Contractor guarantees payment of all
deductibles and self-insured retentions.
8. Severability of Interests (Separation of Insureds). This insurance applies separately to
each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s
liability.
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ATTACHMENT D
EXECUTIVE ORDER N-6-22 CERTIFICATION
Executive Order N-6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all
agencies and departments that are subject to the Governor’s authority to (a) terminate any
contracts with any individuals or entities that are determined to be a target of economic sanctions
against Russia and Russian entities and individuals; and (b) refrain from entering into any new
contracts with such individuals or entities while the aforementioned sanctions are in effect.
Executive Order N-6-22 also requires that any contractor that: (1) currently has a contract with
the City of Palm Springs funded through grant funds provided by the State of California; and/or
(2) submits a bid or proposal or otherwise proposes to or enter into or renew a contract with the
City of Palm Springs with State of California grant funds, certify that the person is not the target
of any economic sanctions against Russia and Russian entities and individuals.
The contractor hereby certifies, SUBJECT TO PENALTY FOR PERJURY, that a) the contractor
is not a target of any economic sanctions against Russian and Russian entities and individuals
as discussed in Executive Order N-6-22 and b) the person signing below is duly authorized to
legally bind the Contractor. This certification is made under the laws of the State of California.
Signature:
Printed Name:
Title:
Firm Name:
Date:
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Norberto Colon
TVP, MSSSI
9/25/2024
Motorola Solutions, Inc.
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