HomeMy WebLinkAbout3/16/2016 - STAFF REPORTS - 2.K. PALM$A
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4 u.w City Council Staff Report
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DATE: March 16, 2016 CONSENT AGENDA
SUBJECT: RATIFY CONTRACT WITH COMSERCO, INC., FOR PURCHASE AND
INSTALLATION OF BI-DIRECTIONAL ANTENNA
FROM: David H. Ready, City Manager
BY: Police Department
SUMMARY
On December 3, 2014, City Council accepted a State Homeland Security Program
Grant from the Federal Emergency Management Agency via the California Governor's
Office of Emergency Services and the Riverside County Office of Emergency Services
in the amount of $53,175. The grant funds are intended for the purchase and installation
of a bi-directional antenna in the south end of Palm Springs to improve the radio
coverage in this area. The bi-directional antenna will communicate directly with our
existing 800mhz radio equipment on Edom Hill, which is under warranty with Motorola,
and will be installed by Motorola's local service provider, ComSerCo Inc., for the
Eastern Riverside County Interoperable Communications Authority (ERICA) system. On
February 22, 2016, the Palm Springs Police Department received final State approval to
complete the project with a stipulation that the project be completed within 12 weeks.
RECOMMENDATION:
1. Ratify the contract with ComSerCo, Inc., for the sole-source purchase and
installation of a bi-directional antenna in the amount of $53,174.77.
STAFF ANALYSIS:
The bi-directional antenna will provide an enhancement to the interoperable
communications of ERICA (Eastern Riverside County Interoperable Communications
Authority) in the south end of Palm Springs. The installation of a bi-directional antenna
will improve radio transmission, reception, and overall system functionality. Additional
benefits include expanding and integrating disaster communications capabilities among
emergency responders.
The Desert Water Agency agreed to allow the bi-directional antenna to be installed on
their water reservoir site located at 38725 S. Palm Canyon Drive as per the
Memorandum of Understanding (MOU) approved by the City Council (attached).
ITEM NO.
City Council Staff Report
March 16, 2016— Page 2
ComSerCo Antenna Purchase Staff Report
Motorola has designated ComSerCo Inc. of Riverside as the authorized Motorola
channel partner of all maintenance and equipment installation for the entire ERICA
system. As such, pursuant to the provisions of section 7.04.020 of the Municipal Code,
the City Council may authorize this sole-source purchase and installation of the antenna
from ComSerCo, Inc.
Due to the timeline required to complete the project and meet the stipulations of the
grant, the City Manager executed the agreement with ComSerCo in the amount
originally authorized for the grant by the City Council. The original action by Council
included the acceptance of the grant and the MOU with DWA. This action awards the
expenditure of the grant funds to ComSerCo as a sole-source vendor.
FISCAL IMPACT:
The project cost is covered by the State SHSPG 2014 Tower Grant — Fund 261-3201-
52103.
Bryan Reyes David H. Ready,
Police Chief City Manager
Attachments:
1) Quotation from ComSerCo
2) ComSerCo Sole-Source designation from Motorola
3) MOU with Desert Water Agency for site
4) Approved Staff Report, December 2, 2015
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R•� ^ �..o.`�:. City Council Staff Report
4fIFOR��
DATE: December 3, 2014 CONSENT CALENDAR
SUBJECT: ACCEPT A FY2014 STATE HOMELAND SECURITY PROGRAM GRANT
FROM FEDERAL EMERGENCY MANAGEMENT AGENCY VIA THE
CALIFORNIA GOVERNOR'S OFFICE OF EMERGENCY SERVICES
AND THE RIVERSIDE COUNTY OFFICE OF EMERGENCY SERVICES
IN THE AMOUNT OF $53,175.00.
FROM: David Ready, City Manager
BY: Palm Springs Police Department
SUMMARY
It is recommended that the City Council authorize the City Manager to accept
$53,175.00 in State Homeland Security Program grant funding for the Palm Springs
Police Department to purchase and install a bi-directional antenna (BDA) in the south
end of Palm Springs,
RECOMMENDATION:
1. Accept a grant fund from the California Governor's Office of Emergency Services
through the Riverside County Office of Emergency Services in the amount of
$53,175.00.
2. Approve a Memorandum of Understanding (MOU) with the Desert Water Agency
for installation of a bi-directional antenna to improve radio transmission,
reception, and overall system functionality at 38725 South Palm Canyon Drive, at
no cost to either agencies.
3. Authorize the City Manager to execute all necessary documents.
STAFF ANALYSIS:
The police department submitted a FY2014 State Homeland Security Program (SHSP)
grant to the California Governor's Office of Emergency Services to purchase and install
a bi-directional antenna (BDA) in the south end of Palm Springs.
ITEM NO._�__
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City Council Staff Report
December 3, 2014 — Page 2
Accept$53,175 in SHSP Grant Funding 2014 and Purchase$Bi-Directional
The BDA will provide an enhancement to the interoperable communications of ERICA
(Eastern Riverside County Interoperable Communications Authority) in the south end of
the city. The installation of a bi-directional antenna will improve radio transmission,
reception, and overall system functionality. Additional benefits include expanding and
integrating disaster communications capabilities among emergency responders.
The Desert Water Agency has agreed to allow the BDA to be installed on their water
tank site located at 38725 S. Palm Canyon Drive.
FISCAL IMPACT:
This is a reimbursable cost grant program; no matching funds are required to obtain this
grant funding and there is no impact to the General Fund.
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Alberto Franz f Police
� r
David H. Ready, City Man
Attachments:
1. Award of FY 14 State Homeland Security Program
2. Proposed Tower at Water Tank Site - 38725 S. Palm Canyon Drive
3. Site Plan and Details
4. MOU with DWA
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aMOTOROLA SOLUTIONS
February 25,2012
Dear Dora,
Motorola Solutions,Inc.("Motorola")is the leader in communications systems for the Government and Public
Safety market and is pleased to have the City(ERICA)as a valued customer.The complex systems Motorola
provides are designed and Integrated by Motorola and the radio subscriber and other products we design and
manufacture contain proprietary hardware and software components which are not commercially available
except through Motorola and its channel partners. Further,authorized warranty,maintenance and support
services for Motorola systems and hardware and software products are provided by Motorola and its network
of authorized and trained service providers.Motorola maintains a parts inventory sufficientto support its
warranty,maintenance and support services obligations.
Proper maintenance and installation of the City's equipment is necessary to protect the City's investment.The
Motorola authorized shop assigned to servicing the ERICA system maintenance is Corn Ser Co. Any factory
certified modifications or enhancements(additions)to the hardware or software for your radio system should be
provided by Motorola or the authorized servicer assigned to service your existing Motorola maintenance
agreement. When installations are done on a Motorola Installation Agreement(IA)and services are provided by
the authorized shop,you have Motorola backing the work that is done on that installation agreement. Asa
customer you an enjoy continuity of service with the company most qualified and familiar with servicing your
equipment.
I would be pleased to answer any questions you might have concerning maintenance and support of your
Motorola-manufactured equipment.
Sincerely,
Kan Bahr-Smith
Motorola Solutions,Inc
Customer Support Manager
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MEMORANDUM OF UNDERSTANDING
BETWEEN
THE CITY OF PALM SPRINGS AND DESERT WATER AGENCY
HisrEMORANDUD F UNDERSTANDING ("MOU") is entered into and effective this 00 day of
20 by and between the City of Palm Springs, a California charter city and
municipa corporation ("City"),and the Desert Water Agency,a California special district("DWA").
RECITALS
Whereas, the City operates the Palm Springs Police Department ("PSPD") to provide public safety
services to the residents of City;
Whereas,PSPD utilizes radio as a form of communication with officers working in the field;
Whereas,PSPD is currently without radio service at the south end of the City due to the absence of a
radio antenna in the area;
Whereas, DWA owns property at 38725 S. Palm Canyon Drive in the City of Palm Springs, which is
commonly referred to as the Palm Springs South Reservoir Site(the"Site");and
Whereas, DWA desires to assist PSPD in obtaining radio coverage in the South end of the City by
allowing the City to install an antenna and related equipment at the Site in order to benefit the
community.
NOW,THEREFORE,City and DWA agree as follows:
1. Equipment installation. DWA will allow City to install and maintain, free of charge,a
radio antenna and related equipment (the "Equipment") at the.Site in accordance with the
drawings attached hereto as Exhibit"A" and incorporated herein by reference. City shall be
solely responsible for all costs and expenses related to the installation and removal of
Equipment
2. Access, DWA will allow City access to the Site for purposes of installation and
maintenance of the Equipment and will provide City with a cyber-key to unlock the gate at
the entrance to the Site.
3. Termination. The Memorandum of Understanding shall continue until terminated by one
or both of the parties. Either party may terminate this Memorandum of Understanding with
or without cause upon sixty (60) days written notice to the other of the date of termination
("Termination Date"). Upon termination by DWA, City shall remove the Equipment from
the Site within ten (10) days of the Termination Date. Equipment not removed within this
period shall be deemed to be abandoned and DWA may dispose of the same in the manner it
deems most appropriate. City shall be solely responsible for the costs of such removal.
4. Indemnification. City shall indemnify,defend, and hold harmless DWA,its elected and
appointed officials, officers, employees and agents, with counsel reasonably acceptable to
DWA, from and against any and all claims, demands, judgments, actions, damages, loss,
penalties,liabilities,costs,and expenses,including reasonable attorneys'fees,arising out of
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the City's installation and maintenance of the Equipment at the Site, except to the extent
that such claims, actions, and damages are caused by DWA's control and operation of its
Site. The obligations of the parties under this section shall survive the termination of this
Memorandum of Understanding.
5. Insurance. City shall,as a condition precedent to execution of this MOU by DWA,furnish
to DWA,and at all times during the existence of this MOU maintain in full force and effect,at
its own cost and expense, a general comprehensive liability insurance policy, including but
not limited to coverage for premises operations, explosion and collapse hazard,
underground hazard,contractual insurance,property damage,independent contractors and
personal injury or death in comprehensive from, in protection of DWA, its elected and
appointed officials, officers, boards, commissions, agents and employees, protecting DWA
and all persons against liability for loss or damage for personal injury, death and property
damage, occasioned by the operations of City under this Agreement, with minimum liability
limits of Two Million Dollars ($2,000,000)for personal injury or death of any one person
and Five Million Dollars($5,000,000) for personal injury or death of two or more persons in
any one occurrence,and Two Million Dollars ($2,000,000)for damage to property resulting
from any one occurrence. DWA shall be named as an additional insured and such insurance
shall contain a provision that a written notice of cancellation or reduction in coverage of
said policy shall be delivered to DWA at least thirty (30) days in advance of the effective
date thereof. The insurance policy shall contain the following endorsements: (a) naming of
an additional insured shall not affect any recovery to which such additional insured would
be entitled under this policy if not named as such additional insured; and (b) the provisions
of the policy will not be changed, suspended, cancelled or otherwise terminated as to the
interest of the additional insured named herein without first giving such additional insured
thirty(30) days written notice.
6. No Restrictions on DWA's use of the Site. DWA's use of the Site shall not be restricted
or impacted by City's use of the Site for the Equipment.
7. Prohibition Against Assignment of Sublettine. City shall not assign or sublet any
portion of the Site or the Equipment to any other party without the prior written consent of
DWA,which consent shall be given in DWA's sole discretion.
8. Notice. Any written notice provided pursuant to this Memorandum of
Understanding, will be made by certified or registered mail, return receipt requested, or
reliable overnight courier and delivered to the following address:
To City: City of Palm Springs
3200 E.Tahquitz Canyon Way
Palm Springs,CA. 92262
ATTN: City Clerk
To DWA: Desert Water Agency
1200 S. Gene Autry Trail
Palm Springs,CA. 92264
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Notice shall be deemed to be received three(3) calendar days from the date notice is mailed
in accordance with this section.
9. Amendments: This MOU may only be modified by written agreement of City and
DWA.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Parties hereto have caused this MOU to be executed by their
duty authorized officers.
CITY OF PALM SPRINGS
,L jj ,r4 APPROVED BY UP(COUNCIL
By:
David Ready,City er
ATTEST
By:
ames Thompson, City Clerk
APPROVED AS TO FORM:
By:
Douglas . olland,CityAtt ney
DESERT WATER AGENCY
By: 1 I
Name: PAY-10 F • Lusem
Title: C N144"y6¢_
U9
Steve Hall
ComSerCo, Inc. 1445 Spruce St. Suite B
Two-Way Radio Sales-Service-Rentals Riverside, CA 92507
Computer Sales-Phone Systems-CCTV-Paging I
Public Safety Emergency Vehicle Fabrication 800-453-9880 ext.303 -
Customer# 03425M 951-684-8604
Customer/Bill to Palm Springs PD Sales Tax Area Quote Date
Address : 200 S Civic Dr. 9.00% 03/03/16
City/St. I Zip Palm Springs, Ca. 92262 Contact Title Sales Order
Contact: Dora Melanson 179-15-028
Phone# : (760) 323-8109 PO#
Fax#:
E-mail Address dora.melansonCc�palmsprings.ca gov Phone Number
Company Ultimate Dest. Zip
Address :
City/St./Zip
Quotation Valid For 30 Days Quote Number 179-15-028
Item ON Model Description Unit Price Ext. Price
1 1 61-89A-50-A15-G1 800 MHz Signal Booster $13,482.00 $13,482.00
2 1 CSCBMOY8905 800 MHz Yagi Antenna (Donor) $152.00 $152.00
3 1 CSCSP440-SF2SNF 800 MHz Panel Antenna (Distribution) $473.00 $473.00
4 300 CSCLDF5-50A 7/8" Heliax Transmission Line $8.14 $2,442.00
5 2 CSCL5TNF-PS 7/8" Heliax Connector(N-Female) $44.88 $89,76
6 2 CSCF4A-NMNM 1/2" Superflex Jumper (N-Male) $105,16 $210.32
7 1 CSCCL10X10X6 Secure Chainlink Enclosure $450.00 $450.00
8 1 CSCBDAMTKT Mounting Hardware for BOA $150.00 $150.00
9 1 CSCLIFT40 40' Manlift $750.00 $750.00
Scope of Work: Pour concrete base for RF amplifier. Install panel Equipment Total $18,199.08
antenna on customer installed 30' monopole. Trench ground 24"deep and Shipping $364.01
install 3" PVC conduit from BOA to to monopole location. Run 300' of 7/8" Sales Tax $1,670.68
heliax from BDA to top of 30' monopole and terminate. Mount BDA and Installation $32,941.00
donor antenna outside existing chain link on west side of east tank. Run Grand Total $53.174.77
underground electrical 24" deep from Edison power source to BDA and Down Payment
terminate. Install 4'X 4'X 6'chain link fencing around BDA for security. Balance Due $53,174.77
Power up BDA, test and optimize for coverage into the So. Palm Canyon
Area.
Labor/Installation will be paid at Prevailing Wages per Federal Law.
Comserco shall comply with all City of Palm Springs insurance requirements and this quotation is
inclusive of all costs associated with providing complieant insurance and pyment and Performance
Bonds.
This quote is subject to all terms and conditions of Attachment A& B.
Approved By:
Customer Si ure&4760�
Contractor Signature&Title
-�-
Date: L Date: / b
****Com Ser Co Proprietary****
APPROVED BY CITY MANAGER APPROVED BY CITY COUNCIL
14,0CP_�P-1 P,"C.E pr[-V-"AJT" Xce-rPT4,0G�0i= &4Fa
ComSerCo Communications, Inc. Attachment"A"
THESE TERMS AND CONDITIONS APPLY TO ALL TRANSACTIONS EXCEPT LEASES,CONDITIONAL SALES,CHATTEL
MORTGAGES,RETAIL INSTALLMENT CONTRACTS AND RENTAL AG GREEMENTS,W WCH CONTAIN APPLICABLE TERMS AND
CONDITIONS PRINTED THEREIN
1. ACCEPTANCE. TNs docranenl is an agar M ne Buyer.wniah win becorisa coNraet wren eaknawledped m wrieng try
COMSSRCO'S Salve d6m.andbankvg,nepolialion a rMha use d Mdownmyment ytnell rxrrywnafrtute an aemptenm herd by
COMSERCO. Ills ayread that smiles ere mass only m Ile terns,aria mndmans hren COMSERCO snout not Oe board W terms and
conditions in Buyers puehassorder a daawhere unless exprasaly agreed join wmmg in the sbsemm of written acceptance of these
terms acceptance at orpayrnenb for purchases hamundershall 0onsttum,a+accepical of tame jams andrnridaor4
2. SHIPPNGANDHANDl.910. Shppingand Handlingcarlsw 03haWnsepwMelyw tasaleswd incude(prapaid)danests
s m and sir NegN wisch wa be;nci ceded en noappibaN invoce (o g.U P S. Parcel Post Common Camier)F g nt enwg„ate
subject to eequere change and in consideration at COMSEICO'e agreement to troll to the charges gated,Buyaragreas to pay such
emotnlwihwd rsgerd to ne aetwa charges applicable a frotims d shgmhent It is udastood Char COMSERCO
will net hate to provide Buyer with any copies of earier eagong bins.
0. DELIVERY,PAYMENT,INSTALLATION,TITLE AND SECURITY. fal Unlessatherwise"won the sales order.an delmmaa are
FOB COMSERCO.Riwnitle,Carlarna Shppingmdeiwrydatmwebmlmbmetisstxgy COMSERCO rasaixes he right to make
tldiwasm uala®ments and mire ccrd=t"be sewrsble as to such instamnems Deuvary delay or default of anylnaalimernv Man rid
Maew Buyer cUt'eoMlgalion battGpt erkdPry for remalrdhgmlitanes Claims for Shpment storage shall be named we wd unless
Pe Oat b COMSERCO m writing wdhn fmydiw(45)days ofdellmry of each shipment iN NO aVENT SHALL COMSERCO BE
LIABLE FOR INCREASED COSTS,LOSS OR PROFITS.OR GOODWILL OR ANY OTHER INCIDENTAL OR CONSEO UENTIAL
DAMAGES dhelo wasp noromMy dpoduce a,naelmon. T.tetoppmisbsotdshal PasbBuyeratne FOBpcim COMSERCO
Gall mean a secumy kaemot and ngN of pa session In the wall"I Buyer maces fug paym ent Buyer agrees to cooperage In
whatever rtunrsr roeesary b Bama1 COMSERCO In periectWn of sad aecurlty inures upon requeS (b) g Buyer elecb b eve
COMSERCO install ns equipmers,COMSERCO agrees to n,stall the equhpmem described on Ore front of this order The adripme t will be
all al all lewl stated m the bbtad a Nakral Service klselrawn StaWwds (c) A specific installation time and place will be sctledu led
fa unspalon of Buyafaequipmern Buyr will be Mdred todeher its swmtd a to"agreed upon COMSERCO serii shop for
irolatlation aeivses The Buyer wall be required to gi m cne business day Mike of resthedUing and therewdl be a Merge a S500010
Goer COMSERCO's costs if such nal rescheduling is rat mate
a. OISCLAMER OF LIA8ILITY FOR CELLULAR OR OTHER RADIOTELEPHONE SYSTEM. COMSERCO"an equipmers dealer can
make rw specific reP'a mWion regarding and Cellular of other Radiotelephone Sys Sam Fp more spedec drdera led irwmiaeantha
cWr $hoWdbecogacbd. COMSERCO EXPRESSLY OWLA94SRESPONSIBILTY AND LIABSJTY FOR ANY CARRIER'S RANGE.
COVERAGE,DESIGN,GRADE OF SERVICE,AUDIO DUALITY.SOUP MENT COMPATIBILTY..SYSTEM DOWNTIME OR BILLING
PRACTICES
S. PACKAGING AND PACKNG. All packapktg and pac img shall be in accordance with good commercial practical
S. Gncelatbn OafWs. Kthsagraemara is carvelled byeie Buyer prior to daiwryW other men is default of COMSERCOamA
Buyer s isnwnerue,Buyer ehai Pay COM6ERCO201of the total poke br as products.accesspros.insfalaaon arm serv�caa Aatstl on
7. Gabe ENT.lodeaay WRIS rg and twenty Percent
erc rat f2 c)d inwlwdln iha sale es ggtndaetl damages and rotas m pasty
!. PAYMENT. Payment bans aro Hdeiw7mmiaNta iwith "dbVl9baancaeras upon dtliwry ofaquiprtMntuNean otherwise
staled on M front m rn(saes peer t delivery p valalbtwn is li sry, by ire Buyer.C O O bs'aroes a Isaee peymema ell be due all
payablewintn foiataen(74)days from Ns,originally schedubd ddiery,or ins011ation data
Etcept forgo mourn.if all.of seta Some local tax stated on nectar side dths dacumen the prjcesset fcnhhemin are msluava army
amount fa Federal,Sugar aM at Local a Amjm,wick use.property,Teaser s eccupabon ors,mom takes H any s ch exd Wed lax is
derallah,d to be app1,Cede tons transacbpn a COMSERCO is required b pay or bear theoumen thereof the prices set lam herein"it
m maeased by neamauM d SaCh talk and airy melee pPanaljy thefean and Beyu ghat ppyu,COMSERCO the full amount of any
sAhiwmseno later Ihan lien(10)tlAy,hater recdpt of an Invoice thereb
9. DELAYS. COMSERCO shall not be liable for any delay ar bidurab paean dale to any cause beyond ns control. Causosnxludebut
arc net limited d strikes.am of God,=a of Me Buyer,interruption daansponaeon ar manldytooeleuh necessary,labor,mabdas or
fscldies,default of any supplier,or delays In FCC frequency authcrisatlon nor license grant The delivery all Installation schedule shag be
considered perform because of any come beyond A's control,CemSrCa may ternmele any rnmtxlwgMe any gabiay b Buyer
10. TECHMCALASSITANCE, 6aanuiWorm wanarsy,Shan MlbeentagedemanooNpaan ortieI Shan snseoN 01COMSERCO's
reacting of technical educe,facilities ar service in commutation with Buyers purchase of the products lumished
11. FCCMATERS. The Buyer is seltly 1ppptsibla for obtaryng any acarses oroner authonahors required by the Federal
Cammmoatens Commission all br cdnptA gwith the FCC rules all ragulasrs of arty,Cher federal mote m local reprtamy agency
Nerhar COMSERCO w my of ITS employees ism Squaw represeryasw tithe Buyer m FCC mergers oronervnse
12. CONTROLLING LAW. This documerX and the nghb all duties of the pubes san be gowrred and interpreted according So ate ehw
of to State of California
13. LIMITAYMNOFUAMLMV. EXCEPT FOR PERSONAL INJURY,COLLSEROO'S T OTAL[-ABILITY WHETHER FOR BREACH OF
CONTRACT,WARRANTY NEGLIGENCE,STRICT LIABILITY N TORT OR OTHERWISE.IS LIMITED TO THE TOTAL PRICE OF THE
PRODUCTS SOLD HEREUNDER,BUYERS SOLE REMEDY IS TO REQUEST COMSERCOS OPTION TO EITHER REFUND THE
PURCHASE PRICE,REPAIR OR REPLACE PROOUCT(S)THAT ARE NOT AS WARRANTED IN NO EVENT WILL COMSERCO BE
LIABLE FOR INCIDENTALOR CONSEOLIENTIALOAMAGES NO ACTION SHALL BE BROUGHT FOR ANY BREACH OF THIS
CONTRACT MORE THAN ONE(1)YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION EXCEPT FOR MONEY DUE UPON AN
OPENACCOUNr
14. WAIVER. TM Al of COMSERCO to inns many arks or mare instance, upon he per6rmanceof any of reterms.comeranb or
combbons mararnar to esemise allyrighl heraundu shall cot be canSinaed Ma waver ar retlnquish rient al the future pemonnance of any
much wm.eme tercwNwnsmthefutureexeros!errsuch ngm LM 0ra ob;igetlonm the Buyerwnhres)ectbmuchfuture
perbrmance shall commmus in WI force and effect
% COMSERCO'SEXPENSES. Buyw"lpayto COMBERCOalkemisaMexpe"m nGWirgwdrwutl=imtmreasmableatantny's
fees and the lees of necollecaon agencies and coum costs,Interred by COMSERCO in axercismg anyof cis remedea hareuMer or
anroming any of ha hams,emotions w proaalps hared.
1S, GENERAL (a)Buyer ecknOMedges that it has reed and understands neselerms and cendatins meanness to be bound by Man.
that It is"comps me and eackmAw sOtsmers of the 09MMM between Me pages all supersedes an proposals,oral or written,all an
Other win unsabws betaean the WAS reblhg to Subject matter hill ;bp No mcchficatiam haeot shall m banging upon COMSERCO
unless such moditiCal is in wmyng and signed bya duty adhanad reprpeno,w of COMSERCO ;at many term or pmvsUn of lhs
agreement shall toany extent be held by acourt or comer tribunal to be invalid, cid errunenforceable,hen that term a provision shag be
Inoperative and wid msafar AS it Is incerfkct with law,but ne rmmainnlg rights and obggaxms of the pamme st a I be Ca han.ed and
emerald as minis agreement did nat Gorman nepsomWer a"a prarision had b be Mue d,tad W unempcea0le
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