AGENDA
Tuesday, November 19, 2024 6:30 P.M. Open Session
REGULAR MEETING
CITY COUNCIL, AIRPORT COMMISSION,
MARINA ABRAMS B NON-PROFIT CORPORATION, PRESTON PARK
SUSTAINABLE COMMUNITY NON-PROFIT CORPORATION, SUCCESSOR
AGENCY OF THE FORMER MARINA REDEVELOPMENT AGENCY
THIS MEETING WILL BE HELD IN PERSON AND VIRTUALLY (HYBRID).
Council Chambers
211 Hillcrest Avenue
Marina, California
AND
Zoom Meeting URL: https://zoom.us/j/730251556
Zoom Meeting Telephone Only Participation: 1-669-900-9128 - Webinar ID: 730 251 556
PARTICIPATION
You may participate in the City Council meeting in person or in real-time by calling Zoom Meeting via the weblink and phone number provided at the top of this agenda. Instructions on how to access, view and participate in remote meetings are provided by visiting the City’s home page at https://cityofmarina.org/. Attendees can make oral comments during the meeting by using the “Raise Your Hand” feature in the webinar or by pressing *9 on your telephone keypad if joining by phone only.
The most effective method of communication with the City Council is by sending an email to [email protected] Comments will be reviewed and distributed before the meeting if received by 5:00 p.m. on the day of the meeting. All comments received will become part of the record.
Council will have the option to modify their action on items based on comments received.
AGENDA MATERIALS
Agenda materials, staff reports and background information related to regular agenda items are available on the City of Marina’s website www.cityofmarina.org. Materials related to an item on this agenda submitted to the Council after distribution of the agenda packet will be made available on the City of Marina website www.cityofmarina.org subject to City staff’s ability to post the documents before the meeting.
VISION STATEMENT
Marina will grow and mature from a small town bedroom community to a small city which is diversified, vibrant and through positive relationships with regional agencies, self -sufficient. The City will develop in a way that insulates it from the negative impacts of urban sprawl to become a desirable residential and business community in a natural setting. (Resolution No. 2006-112 - May 2, 2006)
Agenda for City Council Meeting of Tuesday, November 19, 2024 Page 2
MISSION STATEMENT
The City Council will provide the leadership in protecting Marina’s natural setting while developing the City in a way that provides a balance of housing, jobs and business opportunities that will result in a community characterized by a desirable quality of life, including recreation and cultural opportunities, a safe environment and san economic viability that supports a high level of municipal services and infrastructure. (Resolution No. 2006-112 - May 2, 2006)
LAND ACKNOWLEDGEMENT
The City recognizes that it was founded and is built upon the traditional homelands and villages first inhabited by the Indigenous Peoples of this region - the Esselen and their ancestors and allies - and honors these members of the community, both past and present.
1. CALL TO ORDER
2. ROLL CALL & ESTABLISHMENT OF QUORUM: (City Council, Airport Commissioners, Marina Abrams B Non -Profit Corporation, Preston Park Sustainable Communities Nonprofit Corporation, Successor Agency of the Former Redevelopment Agency Members and Marina Groundwater Sustainability Agency) Jennifer McAdams, Brian McCarthy, Kathy Biala, Mayor Pro -Tem/Vice Chair Liesbeth Visscher, Mayor/Chair Bruce C. Delgado
3. PUBLIC COMMENT ON CLOSED SESSION ITEMS:
4. CLOSED SESSION: None
5. MOMENT OF SILENCE & PLEDGE OF ALLEGIANCE (Please stand) Cub Scouts Pack 135
6. SPECIAL PRESENTATIONS:
a. Special Mural presentation by L os Arboles Middle School - Leland Hansen, Principal
7. COUNCIL AND STAFF ANNOUNCEMENTS:
8. PUBLIC COMMENT: Any member of the public may comment on any matter within the City Council’s jurisdiction that is not on the agenda. This is the appropriate place to comment on items on the Consent Agenda. Action will not be taken on items not on the agenda. Comments are limited to a maximum of three (3) minutes. General public comment may be limited to thirty (30) minutes and/or continued to the end of the agenda. Any member of the public may comment on any matter listed on this agenda at the time the matter is being considered by the City Council.
Whenever possible, written correspondence should be submitted to the Council in advance of the meeting, to provide adequate time for its consideration.
9. CONSENT AGENDA FOR THE SUCCESSOR AGENCY TO THE FORMER MARINA REDEVELOPMENT AGENCY: Background information has been provided to the Successor Agency of the former Redevelopment Agency on all matters listed under the Consent Agenda, and these items are considered to be routine and non-controversial. All items under the Consent Agenda are normally approved by one motion. Prior to such a motion being made, any member of the public or City Council may ask a question or make a comment about an agenda item and staff may provide a response. If discussion or a lengthy explanation is required, the Council may remove an item from the Consent Agenda for individual consideration. If an item is pulled for discussion, it will be placed at the end of Other Action Items Successor Agency to the former Marina Redevelopment Agency.
Agenda for City Council Meeting of Tuesday, November 19, 2024 Page 3
10. CONSENT AGENDA: These items are considered to be routine and non -controversial.
All items under the Consent Agenda may be approved by one motion. Prior to such a motion being made, any member of City Council may ask a question or make a comment about an agenda item and staff may provide a response. If discussion or a lengthy explanation is required, Council may remove the item from the Consent Agenda and it will be placed at the end of Other Action Items.
a. ACCOUNTS PAYABLE: (Not a Project under CEQA per Article 20, Section 15378) (1) Accounts Payable Check Numbers 105689-105766, totaling $2,280,250.38 b. MINUTES: (Not a Project under CEQA per Article 20, Section 15378) (1) November 6, 2024, Regular City Council Meeting
c. CLAIMS AGAINST THE CITY: (Not a Project under CEQA per Article 20, Section 15378) (1) Staff recommends that the City Council reject the following claim and direct sending appropriate notice of rejection to claimant: Gabriela Garcia for a claim received on October 30, 2024.
d. AWARD OF BID: None
e. CALL FOR BIDS:
(1) Adopting Resolution No. 2024 -, approval to advertise and call for bids for the construction of the Glorya Jean Tate Park Improvements Phase 2 Project.
f. ADOPTION OF RESOLUTIONS: (Not a Project under CEQA per Article 20, Section 15378) (1) Adopting Resolution No. 2024 -, authorizing funding for the two vacant firefighter positions at a fully burdened of $270,000 annually. g. APPROVAL OF AGREEMENTS: (Not a Project under CEQA per Article 20, Section 15378) (1) Adopting Resolution No. 2024 -, authorizing the City Manager to enter into an agreement with EMC Planning Group, Inc. to prepare plans, environmental review documents, and permit applications for the improvements to the amenities and coastal trail at Fort Ord Dunes State Park, not to exceed $800,000.00, subject to review and approval by the City Attorney.
(2) Adopting Resolution No. 2024-, approve agreements with: (1) Motorola for integrated suite of advanced surveillance and operational technologies; (2) Pergrine Integration for data connectivity for seamless evidence sharing, reporting and operational efficiency; and (3) Axon Taser for upgrades to secure advanced taser functionality within an integrated data ecosystem; waive the competitive bidding process pursuant to section 3.16.040 of the municipal code.
h. ACCEPTANCE OF PUBLIC IMPROVEMENTS: None
i. MAPS: None
j. REPORTS: (RECEIVE AND FILE):
(1) Monterey-Salians Transit November 4, 2024, Board Meeting Highlights k. FUNDING & BUDGET MATTERS: None
Agenda for City Council Meeting of Tuesday, November 19, 2024 Page 4 l. APPROVE ORDINANCES (WAIVE SECOND READING):
(1) Read by title only and adopting Ordinance No. 2024-11, authorizing the levy of special taxes within the City of Marina Community Facilities District No. 2024 -1 (The Dunes West Side Services) (the "District") pursuant to Chapter 2.5 of Part 1 of Division 2 of Title 5 of the California Government Code, commonly known as the Mello -Roos Community Facilities Act of 1982 ("Act") and Chapter 3.35 of the City of Marina Municipal Code.
m. APPROVE APPOINTMENTS: None
11. PUBLIC HEARINGS: In the Council’s discretion, the applicant/proponent of an item may be given up to ten (10) minutes to speak. All other persons may be given up to three (3) minutes to speak on the matter.
12. OTHER ACTIONS ITEMS OF THE SUCCESSOR AGENCY TO THE FORMER MARINA REDEVELOPMENT AGENCY: Action listed for each Agenda item is that which is requested by staff. The Successor Agency may, at its discretion, take action on any items. Members of the public may be given up to three (3) minutes to speak.
13. OTHER ACTION ITEMS: Action listed for each Agenda item is that which is requested by staff.
The City Council may, at its discretion, take action on any items. Members of the public may be given up to three (3) minutes to speak.
Note: No additional major projects or programs should be undertaken without review of the impacts on existing priorities (Resolution No. 2006-79 – April 4, 2006). a. Council to provide staff direction for continuing the rehabilitation of the Aquatic and Sports Center (Capital Project Number QLF 2004) including: updated design and programming features; proposed project phasing; funding options and other alternatives
b. City Council to receive a presentation from the City’s consultant, Raimi+Associates (R+A), on the draft “Final” Preferred Alternative Land Use Map (Map) and Land Use policies; and provide direction to staff allowing for the in-depth analysis of growth projections, water needs, and potential traffic and circulation impacts to begin as part of the preparation of the draft Environmental Impact Report (EIR) for the GP2045. (60-Minutes)
c. Adopting Resolution No. 2024-, accepting Hilltop Park except the landscape area; and accepting the Landscape area subject to entering into an Improvement and Long-Term Maintenance Agreement; and approving an Improvement and Long- Term Maintenance Agreement defining Developers obligations during the maintenance period and finding the action is exempt from CEQA pursuant to Section 15061(B)(3) of the CEQA guidelines. (30-Minutes) d. Adopting Resolution No. 2024 -, approving the purchase of a cloud-based public works citizen relationship management (CRM) software platform from CivicPlus, and approving the purchase of an asset management/work order software system from Cityworks, with implementation services provided through Centricity . (15- Minutes)
14. COUNCIL & STAFF INFORMATIONAL REPORTS:
a. Monterey County Mayor’s Association [Mayor Bruce Delgado] Agenda for City Council Meeting of Tuesday, November 19, 2024 Page 5 b. Council reports on meetings and conferences attended ( Gov’t Code Section 53232).
15. ADJOURNMENT:
CERTIFICATION
I, Anita Sharp, Deputy City Clerk, of the City of Marina, do hereby certify that a copy of the foregoing agenda was posted at City Hall and Council Chambers Bulletin Board at 211 Hillcrest Avenue, Monterey County Library Marina Branch at 190 Seaside Circle, City Bulletin Board at the corner of Reservation Road and Del Monte Boulevard on or before 8:30 p.m., Friday, November 15, 2024.
___________________________________
ANITA SHARP, DEPUTY CITY CLERK
City Council, Airport Commission and Redevelopment Agency meetings are recorded on tape and available for public review and listening at the Office of the City Clerk and kept for a period of 90 days after the formal approval of MINUTES.
City Council meetings may be viewed live on the meeting night and at 12:30 p.m. and 3:00 p.m. on Cable Channel 25 on the Sunday following the Regular City Council meeting date. In addition, Council meetings can be viewed at 6:30 p.m. every Monday, Tuesday and Wednesday. For more information about viewing the Council Meetings on Channel 25, you may contact Access Monterey Peninsula directly at 831-333-1267.
Agenda items and staff reports are public record and are available for public review on the City's website (www.ciytofmarina.org), at the Monterey County Marina Library Branch at 190 Seaside Circle and at the Office of the City Clerk at 211 Hillcrest Avenue, Marina between the hours of 10:00 a.m. 5:00 p.m., on the Monday preceding the meeting.
Supplemental materials received after the close of the final agenda and through noon on the day of the scheduled meeting will be available for public review at the City Clerk’s Office during regular office hours and in a ‘Supplemental Binder’ at the meeting.
ALL MEETINGS ARE OPEN TO THE PUBLIC. THE CITY OF MARINA DOES NOT DISCRIMINATE AGAINST PERSONS WITH DISABILITIES. Council Chambers are wheelchair accessible. Meetings are broadcast on cable channel 25 and recordings of meetings can be provided upon request. To request assistive listening devices, sign language interpreters, readers, large print agendas or other accommodations, please call (831) 884-1278 or e-mail:
[email protected]. Requests must be made at least 48 hours in advance of the meeting.
U p c o m i n g 2 0 2 4 M e e t i n g s o f t h e C i t y C o u n c i l , A i r p o r t C o m m i s s i o n , M a r i n a A b r a m s B N o n - P r o f i t C o r p o r a t i o n , P r e s t o n P a r k S u s t a i n a b l e C o m m u n i t y N o n p r o f i t C o r p o r a t i o n , S u c c e s s o r A g e n c y o f t h e F o r m e r R e d e v e l o p m e n t A g e n c y a n d M a r i n a G r o u n d w a t e r S u s t a i n a b i l i t y A g e n c y R e g u l a r M e e t i n g s : 5 : 0 0 p . m . C l o s e d S e s s i o n ; 6 : 3 0 p . m . R e g u l a r O p e n S e s s i o n s
Tuesday, December 3, 2024 Tuesday, December 17, 2024
Agenda for City Council Meeting of Tuesday, November 19, 2024 Page 6
*** Regular Meeting rescheduled due to General Election Day
C I T Y H A L L 202 4 H O L I D A Y S
(City Hall Closed)
Thanksgiving Day ------------------------------------------------- Thursday, November 28, 2024 Thanksgiving Break -------------------------------------------------- Friday, November 29, 2024 Winter Break ---------------------- Tuesday, December 24, 2024-Friday, December 31, 2024
2024 COMMISSION DATES
U p c o m i n g 2024 M e e t i n g s o f P l a n n i n g C o m m i s s i o n 2nd and 4th Thursday of every month. Meetings are held at the Council Chambers at 6:30 P.M.
November 28, 2024 (Cancelled) December 12, 2024
U p c o m i n g 2024 M e e t i n g s o f P u b l i c W o r k s C o m m i s s i o n 3rd Thursday of every month. Meetings are held at the Council Chambers at 6:30 P.M.
November 21, 2024 December 19, 2024
U p c o m i n g 2024 M e e t i n g s o f R e c r e a t i o n & C u l t u r a l S e r v i c e s C o m m i s s i o n
1st Wednesday of every quarter month. Meetings are held at the Council Chambers at 6:30 P.M.
December 4, 2024
U p c o m i n g 2024 M e e t i n g s o f M a r i n a T r e e C o m m i t t e e 2nd Wednesday of every quarter month as needed. Meetings are held at the Council Chambers at 6:30 P.M.
Vendor Invoice No. Invoice Description Status Held Reason Invoice Date Due Date G/L Date Received Date Payment Date Invoice Amount Fund 100 - General Fund
Department 120 - City Mgr/HR/Risk
Division 000 - Non-Div
Sub-Division 00 - Non-Subdiv
Account 6300.240 - Prof Svc Grant Writer
11084 - EMC Planning Group 23-089-6 23-089 Coastal
Conservancy Grant
Application
Paid by Check
# 105699
07/31/2024 11/04/2024 11/04/2024 11/08/2024 2,244.02
11084 - EMC Planning Group 23-089-5 23-089 Coastal
Conservancy Grant
Application
Paid by Check
# 105699
06/30/2024 11/04/2024 11/04/2024 11/08/2024 2,893.16
Account 6300.240 - Prof Svc Grant Writer Totals Invoice Transactions 2 $5,137.18 Account 6300.465 - Prof Svc Legal - Special Counsel
11033 - Sara Steck Myers 11-01-24 Professional Services - MPWSP - Sept-October
2024
Paid by EFT #
5362
11/01/2024 11/01/2024 11/01/2024 11/08/2024 1,755.00
Account 6300.465 - Prof Svc Legal - Special Counsel Totals Invoice Transactions 1 $1,755.00 Account 6400.565 - Material & Suppl Office Supplies
11790 - Quality Print & Copy 24087 Replacement Business Cards - Deputy City
Clerk
Paid by EFT #
5359
10/29/2024 11/01/2024 11/01/2024 11/08/2024 75.38
10732 - Office Depot-General Account 391406656001 Office Supplies-Finance toner
Paid by Check
# 105713
10/25/2024 11/06/2024 11/06/2024 11/08/2024 543.63
Account 6400.565 - Material & Suppl Office Supplies Totals Invoice Transactions 2 $619.01 Sub-Division 00 - Non-Subdiv Totals Invoice Transactions 5 $7,511.19 Division 000 - Non-Div Totals Invoice Transactions 5 $7,511.19 Department 120 - City Mgr/HR/Risk Totals Invoice Transactions 5 $7,511.19 Department 125 - I. T.
Division 000 - Non-Div
Sub-Division 00 - Non-Subdiv
Account 6300.330 - Prof Svc IT - Information Tech Svc
10897 - TechRx Technology Services 12222 IT Support - October 2024
Paid by EFT #
5364
11/01/2024 11/01/2024 11/01/2024 11/08/2024 9,120.00
Account 6300.330 - Prof Svc IT - Information Tech Svc Totals Invoice Transactions 1 $9,120.00 Account 6360.076 - Maint & Repairs Copier
10592 - U.S. Bank Equipment Finance-
USbancorp
541392098 CDD Copier Lease
Payment - November
2024
Paid by Check
# 105724
10/30/2024 11/01/2024 11/01/2024 11/08/2024 225.06
Account 6360.076 - Maint & Repairs Copier Totals Invoice Transactions 1 $225.06 Account 6360.342 - Maint & Repairs IT - System Annual Maint 10905 - Taygeta Scientific, Inc. 000708-R-0044 Barracuda Spam Firewall - November
2024
Paid by Check
# 105722
11/01/2024 11/01/2024 11/01/2024 11/08/2024 475.80
Run by Melanie Hernandez on 11/07/2024 10:59:34 AM Page 1 of 22 Accounts Payable by G/L Distribution Report
Payment Date Range 11/08/24 - 11/08/24
Agenda Item: 10a
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
100 - General Fund
Department
125 - I. T.
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6360.342 - Maint & Repairs IT - System Annual Maint
10905 - Taygeta Scientific, Inc.
000423-R-0071
Computer Network
Defense - November
2024
Paid by Check
# 105722
11/01/2024
11/01/2024
11/01/2024
11/08/2024
2,750.00
10897 - TechRx Technology Services
12226
Veeam Subscription -
November 2024
Paid by EFT #
5364
11/01/2024
11/01/2024
11/01/2024
11/08/2024
380.00
10897 - TechRx Technology Services
12227
Veeam O365 Backup &
Glacier Storage -
November 2024
Paid by EFT #
5364
11/01/2024
11/01/2024
11/01/2024
11/08/2024
385.00
10897 - TechRx Technology Services
12225
Ninite Subscription -
November 2024
Paid by EFT #
5364
11/01/2024
11/01/2024
11/01/2024
11/08/2024
202.50
10897 - TechRx Technology Services
12212
Amazon Glacier -
Subscription -
November 2024
Paid by EFT #
5364
11/01/2024
11/01/2024
11/01/2024
11/08/2024
380.00
Account
6360.342 - Maint & Repairs IT - System Annual Maint
Totals
Invoice Transactions
6 $4,573.30
Account
6360.344 - Maint & Repairs IT - Office Equip & PC Upgrades 10897 - TechRx Technology Services
12106
Server Room Upgrades
Paid by EFT #
5364
10/31/2024
11/01/2024
11/01/2024
11/08/2024
1,948.69
Account
6360.344 - Maint & Repairs IT - Office Equip & PC Upgrades Totals
Invoice Transactions
1 $1,948.69
Account
6360.345 - Maint & Repairs Citywide Microsoft Ofc Upgrade 10897 - TechRx Technology Services
12234
CItywide MS Office 365
- November 2024
Paid by EFT #
5364
11/01/2024
11/01/2024
11/01/2024
11/08/2024
2,665.20
Account
6360.345 - Maint & Repairs Citywide Microsoft Ofc Upgrade Totals
Invoice Transactions
1 $2,665.20
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
10 $18,532.25
Division
000 - Non-Div
Totals
Invoice Transactions
10 $18,532.25
Department
125 - I. T.
Totals
Invoice Transactions
10 $18,532.25
Department
130 - Finance
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6400.565 - Material & Suppl Office Supplies
10732 - Office Depot-General Account
391440145001
Office Supplies-Finance
Paid by Check
# 105713
11/04/2024
11/05/2024
11/05/2024
11/08/2024
38.97 Account
6400.565 - Material & Suppl Office Supplies
Totals
Invoice Transactions
1 $38.97
Run by Melanie Hernandez on 11/07/2024 10:59:34 AM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/08/24
-
11/08/24
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
100 - General Fund
Department
130 - Finance
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6600.625 - Other Charges Printing Svc
11790 - Quality Print & Copy
24083
Business Cards -
Finance (R. Sattoof, T.
Hannah, & M.
Hernandez)
Paid by EFT #
5359
10/29/2024
11/05/2024
11/05/2024
11/08/2024
244.43
Account
6600.625 - Other Charges Printing Svc
Totals
Invoice Transactions
1 $244.43
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
2 $283.40
Division
000 - Non-Div
Totals
Invoice Transactions
2 $283.40
Department
130 - Finance
Totals
Invoice Transactions
2 $283.40
Department
150 - City Attorney
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6300.450 - Prof Svc Legal - City Attorney Other Svc
11964 - Shute Mihaly & Weinberger LLP
288513
City Attorney Services -
September 2024
Paid by Check
# 105719
10/29/2024
11/01/2024
11/01/2024
11/08/2024
20,196.00
11964 - Shute Mihaly & Weinberger LLP
288517
City Manager -
September 2024
Paid by Check
# 105719
10/29/2024
11/01/2024
11/01/2024
11/08/2024
1,353.00
11964 - Shute Mihaly & Weinberger LLP
288518
Human Resources and
Risk Management -
September 2024
Paid by Check
# 105719
10/29/2024
11/01/2024
11/01/2024
11/08/2024
1,023.00
11964 - Shute Mihaly & Weinberger LLP
288519
Finance - September
2024
Paid by Check
# 105719
10/29/2024
11/01/2024
11/01/2024
11/08/2024
7,161.00
11964 - Shute Mihaly & Weinberger LLP
288520
Planning
Commission/Developm
ent - September 2024
Paid by Check
# 105719
10/29/2024
11/01/2024
11/01/2024
11/08/2024
31,407.91
11964 - Shute Mihaly & Weinberger LLP
288521
Parks - September
2024
Paid by Check
# 105719
10/29/2024
11/01/2024
11/01/2024
11/08/2024
1,584.00
11964 - Shute Mihaly & Weinberger LLP
288522
Police Department -
September 2024
Paid by Check
# 105719
10/29/2024
11/01/2024
11/01/2024
11/08/2024
2,508.00
11964 - Shute Mihaly & Weinberger LLP
288523
Public Works -
September 2024
Paid by Check
# 105719
10/29/2024
11/01/2024
11/01/2024
11/08/2024
4,587.00
Account
6300.450 - Prof Svc Legal - City Attorney Other Svc
Totals
Invoice Transactions
8 $69,819.91
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
8 $69,819.91
Division
000 - Non-Div
Totals
Invoice Transactions
8 $69,819.91
Department
150 - City Attorney
Totals
Invoice Transactions
8 $69,819.91
Run by Melanie Hernandez on 11/07/2024 10:59:34 AM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/08/24
-
11/08/24
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
100 - General Fund
Department
190 - Citywide Non-Dept
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6300.230 - Prof Svc Fin - Tax Reporting & Audit
10274 - Hinderliter, de Llamas & Associates
( HDL )
SIN042036
July 2024 Cannabis
Management Program
Paid by EFT #
5354
07/31/2024
11/06/2024
11/06/2024
11/08/2024
10,000.00
Account
6300.230 - Prof Svc Fin - Tax Reporting & Audit
Totals
Invoice Transactions
1 $10,000.00
Account
6300.570 - Prof Svc Other
10588 - United Site Services
INV-4898514
2660 5th Ave
Paid by Check
# 105725
10/31/2024
10/29/2024
10/29/2024
11/08/2024
907.03
10588 - United Site Services
INV-4901469
Beach Rd & DeForest
Rd Windy Hill Park
Paid by Check
# 105725
10/31/2024
10/29/2024
10/29/2024
11/08/2024
260.35
11250 - U.S. Bank
2025-00000475
Account# 244667000 /
Custody Admin Fees
10/1/24-9/30/25
Paid by Check
# 105723
10/25/2024
11/05/2024
11/05/2024
11/08/2024
3,850.00
Account
6300.570 - Prof Svc Other
Totals
Invoice Transactions
3 $5,017.38
Account
6380.150 - Utilities Comm Phone System
10758 - AT & T CALNET3
000022502148
CALNET3-9391023441
(384-0888)
Paid by Check
# 105694
10/28/2024
11/05/2024
11/05/2024
11/08/2024
30.75 10758 - AT & T CALNET3
000022502175
CALNET3-9391023466
(384-8477)
Paid by Check
# 105694
10/28/2024
11/05/2024
11/05/2024
11/08/2024
59.95 10758 - AT & T CALNET3
000022502177
CALNET3-9391023468
(384-9148)
Paid by Check
# 105694
10/28/2024
11/05/2024
11/05/2024
11/08/2024
30.75 10758 - AT & T CALNET3
000022502144
CALNET3-9391023437
(384-0425)
Paid by Check
# 105694
10/28/2024
11/05/2024
11/05/2024
11/08/2024
59.95 10758 - AT & T CALNET3
000022497073
CALNET3-9391023477
(582-9803)
Paid by Check
# 105694
10/27/2024
11/05/2024
11/05/2024
11/08/2024
30.74 10758 - AT & T CALNET3
000022497067
CALNET3-9391023471
(582-0100)
Paid by Check
# 105694
10/27/2024
11/05/2024
11/05/2024
11/08/2024
63.96 10758 - AT & T CALNET3
000022502147
CALNET3-9391023440
(384-0860)
Paid by Check
# 105694
10/28/2024
11/05/2024
11/05/2024
11/08/2024
30.78 10758 - AT & T CALNET3
000022502172
CALNET3-9391023463
(384-7854)
Paid by Check
# 105694
10/24/2024
11/05/2024
11/05/2024
11/08/2024
30.75 Account
6380.150 - Utilities Comm Phone System
Totals
Invoice Transactions
8 $337.63
Account
6380.300 - Utilities Gas & Electric
10463 - Pacific Gas & Electric
Oct 2024 313-6
PG&E 6793435313-6
Paid by Check
# 105714
10/24/2024
11/05/2024
11/05/2024
11/08/2024
6,675.78
Account
6380.300 - Utilities Gas & Electric
Totals
Invoice Transactions
1 $6,675.78
Account
6400.635 - Material & Suppl Postage Shipping
10235 - FedEx
8-668-45631
Shipping Charges -
BMR Housing Program
Paid by Check
# 105700
11/01/2024
11/01/2024
11/01/2024
11/08/2024
82.70 Account
6400.635 - Material & Suppl Postage Shipping
Totals
Invoice Transactions
1 $82.70
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
14 $22,113.49
Division
000 - Non-Div
Totals
Invoice Transactions
14 $22,113.49
Run by Melanie Hernandez on 11/07/2024 10:59:34 AM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/08/24
-
11/08/24
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
100 - General Fund
Department
190 - Citywide Non-Dept
Totals
Invoice Transactions
14 $22,113.49
Department
210 - Police
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6300.570 - Prof Svc Other
11899 - Robert Half International, Inc
64258373
Temp Position -
Administrative Asst. -
Desiree Matadamas
Paid by Check
# 105717
10/31/2024
11/01/2024
11/01/2024
11/08/2024
12,854.40
12065 - Hasco Stations, LLC
INV-152137
Car Wash
Paid by Check
# 105703
10/31/2024
11/05/2024
11/05/2024
11/08/2024
127.50
11899 - Robert Half International, Inc
64130179
Temp Position -
Administrative Assist. -
Desiree Matadamas
Paid by Check
# 105717
09/30/2024
11/05/2024
11/05/2024
11/08/2024
1,866.80
Account
6300.570 - Prof Svc Other
Totals
Invoice Transactions
3 $14,848.70
Account
6360.344 - Maint & Repairs IT - Office Equip & PC Upgrades 10897 - TechRx Technology Services
12157
Tech Services and
Maintenance 10/01/24
Paid by EFT #
5364
10/01/2024
11/04/2024
11/04/2024
11/08/2024
140.00
10897 - TechRx Technology Services
12154
Tech Services and
Maintenance 10/08/24
Paid by EFT #
5364
10/31/2024
11/04/2024
11/04/2024
11/08/2024
1,235.00
10897 - TechRx Technology Services
12223
Tech Services and
Maintenance 11/01/24
Paid by EFT #
5364
11/01/2024
11/04/2024
11/04/2024
11/08/2024
140.00
Account
6360.344 - Maint & Repairs IT - Office Equip & PC Upgrades Totals
Invoice Transactions
3 $1,515.00
Account
6380.150 - Utilities Comm Phone System
10057 - Avaya, Inc.
2221906864
Acct # 100828859
Paid by EFT #
5349
10/28/2024
11/05/2024
11/05/2024
11/08/2024
10.30 10057 - Avaya, Inc.
2221902174
Acct # 100828859
Paid by EFT #
5349
10/03/2024
11/05/2024
11/05/2024
11/08/2024
2.19 10374 - Maynard Group Inc.
IN2051050
Utilities - Phones / Acct
#AC3746
Paid by EFT #
5357
11/01/2024
11/05/2024
11/05/2024
11/08/2024
670.21
Account
6380.150 - Utilities Comm Phone System
Totals
Invoice Transactions
3 $682.70
Account
6400.350 - Material & Suppl IT-Computer & Hardware (non-cap) 10897 - TechRx Technology Services
12115
Tech supplies and
services 9/18/2024
Paid by EFT #
5364
09/30/2024
11/04/2024
11/04/2024
11/08/2024
1,688.63
10897 - TechRx Technology Services
12196
Tech supplies and
services 10/28/24
Paid by EFT #
5364
10/31/2024
11/04/2024
11/04/2024
11/08/2024
789.69
10897 - TechRx Technology Services
12186
Tech supplies and
services 10/23/24
Paid by EFT #
5364
10/31/2024
11/04/2024
11/04/2024
11/08/2024
490.44
10897 - TechRx Technology Services
12177
Tech supplies 10/12/24
Paid by EFT #
5364
10/31/2024
11/04/2024
11/04/2024
11/08/2024
133.07
10897 - TechRx Technology Services
12187
Tech supplies and
services 10/23;
10/24/24
Paid by EFT #
5364
10/31/2024
11/04/2024
11/04/2024
11/08/2024
972.38
10897 - TechRx Technology Services
12181
Tech supplies and
services 10/23/24
Paid by EFT #
5364
10/31/2024
11/04/2024
11/04/2024
11/08/2024
4,011.38
Run by Melanie Hernandez on 11/07/2024 10:59:34 AM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/08/24
-
11/08/24
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
100 - General Fund
Department
210 - Police
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6400.350 - Material & Suppl IT-Computer & Hardware (non-cap) 10897 - TechRx Technology Services
12182
Tech supplies and
services 10/23/24
Paid by EFT #
5364
10/31/2024
11/05/2024
11/05/2024
11/08/2024
5,020.75
10897 - TechRx Technology Services
12244
Tech supplies and
services 11/01/24
Paid by EFT #
5364
12/01/2024
11/05/2024
11/05/2024
11/08/2024
5,341.99
Account
6400.350 - Material & Suppl IT-Computer & Hardware (non-cap) Totals
Invoice Transactions
8 $18,448.33
Account
6400.720 - Material & Suppl Safety Equip
10727 - Ace Hardware-Public Safety
089813
Supplies - Flex
Magnetic Tape
Paid by Check
# 105691
10/29/2024
11/05/2024
11/05/2024
11/08/2024
36.03 Account
6400.720 - Material & Suppl Safety Equip
Totals
Invoice Transactions
1 $36.03
Account
6500.620 - Training & Travel POST
11830 - Eduardo Gamboa - reimbursement
only
11/11/2024
Per Diem Gamboa
Search and Seizure
Paid by Check
# 105732
11/05/2024
11/05/2024
11/05/2024
11/08/2024
115.00
11408 - Johnson, Christopher
11/13/24
Per Diem Johnson SLI
Session #2
Paid by EFT #
5355
11/05/2024
11/05/2024
11/05/2024
11/08/2024
186.20
11781 - K
’
Shante Dela Cuadra -
Reimbursment only
11/11/2024
Per Diem Dela Cuadra
Search and Seizure
Paid by Check
# 105729
11/05/2024
11/05/2024
11/05/2024
11/08/2024
115.00
11760 - Rachel Shimabukuro -
reimbursement only
11/11/2024
Per Diem Shimabukuro
Search and Seizure
Paid by Check
# 105731
11/05/2024
11/05/2024
11/05/2024
11/08/2024
115.00
10935 - South Bay Regional Public Safety
Training Cons.
225151
Basic Acedemy Requal
#76 Course - Randy
Hopkins 9/9-10/4/24
Paid by Check
# 105720
10/26/2024
11/05/2024
11/05/2024
11/08/2024
481.00
Account
6500.620 - Training & Travel POST
Totals
Invoice Transactions
5 $1,012.20
Account
6600.780 - Other Charges Transcription Svc
10544 - SpeakWrite
1ecbb40f
Transcription Service;
Online Reporting
Paid by Check
# 105721
11/01/2024
11/05/2024
11/05/2024
11/08/2024
1,228.77
Account
6600.780 - Other Charges Transcription Svc
Totals
Invoice Transactions
1 $1,228.77
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
24 $37,771.73
Division
000 - Non-Div
Totals
Invoice Transactions
24 $37,771.73
Department
210 - Police
Totals
Invoice Transactions
24 $37,771.73
Run by Melanie Hernandez on 11/07/2024 10:59:34 AM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/08/24
-
11/08/24
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
100 - General Fund
Department
250 - Fire
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6300.570 - Prof Svc Other
10800 - Lexipol, LLC
INVLEX1124006
3 Annual Fire Policy
Manual & Daily
Training Bulletins
Paid by Check
# 105706
09/01/2024
11/05/2024
11/05/2024
11/08/2024
5,715.75
Account
6300.570 - Prof Svc Other
Totals
Invoice Transactions
1 $5,715.75
Account
6360.570 - Maint & Repairs Other Svc Agr
10623 - Xerox Financial Services
6297537
FD Monthly Copier
Charges 09/17/24 -
10/16/24
Paid by Check
# 105727
09/27/2024
09/27/2024
09/27/2024
11/08/2024
239.26
10623 - Xerox Financial Services
6407876
FD Monthly Copier
Charges 09/17/24 -
11/16/24
Paid by Check
# 105727
10/28/2024
11/05/2024
11/05/2024
11/08/2024
478.52
Account
6360.570 - Maint & Repairs Other Svc Agr
Totals
Invoice Transactions
2 $717.78
Account
6400.739 - Material & Suppl Special Dept Exp-Fire Prevent 10470 - Peninsula Welding & Medical
Supply
269260
Non-Liquid Cylinders
Paid by Check
# 105715
10/31/2024
10/29/2024
10/29/2024
11/08/2024
12.90 Account
6400.739 - Material & Suppl Special Dept Exp-Fire Prevent Totals
Invoice Transactions
1 $12.90
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
4 $6,446.43
Division
000 - Non-Div
Totals
Invoice Transactions
4 $6,446.43
Department
250 - Fire
Totals
Invoice Transactions
4 $6,446.43
Department
310 - Public Works
Division
311 - Buildings & Grounds
Sub-Division
00 - Non-Subdiv
Account
6300.570 - Prof Svc Other
10005 - A-1 Sweeping Service
Oct 2024
City Sweeping Service
Paid by Check
# 105689
10/31/2024
11/04/2024
11/04/2024
11/08/2024
7,315.00
Account
6300.570 - Prof Svc Other
Totals
Invoice Transactions
1 $7,315.00
Account
6360.040 - Maint & Repairs Backflow Preventers
10728 - Ace Hardware-Public Works
089844
Backflow
Paid by Check
# 105692
11/02/2024
11/05/2024
11/05/2024
11/08/2024
54.76 10728 - Ace Hardware-Public Works
089841
211 Hillcrest Ave
Paid by Check
# 105692
11/01/2024
11/05/2024
11/05/2024
11/08/2024
21.84 Account
6360.040 - Maint & Repairs Backflow Preventers
Totals
Invoice Transactions
2 $76.60
Account
6360.065 - Maint & Repairs Bdg NonFlagship
10728 - Ace Hardware-Public Works
089750
Weatherstrip
Paid by Check
# 105692
10/23/2024
11/05/2024
11/05/2024
11/08/2024
16.38 10728 - Ace Hardware-Public Works
089739
Dog Kennel
Paid by Check
# 105692
10/22/2024
11/05/2024
11/05/2024
11/08/2024
32.97 10728 - Ace Hardware-Public Works
089735
City Hall
Paid by Check
# 105692
10/22/2024
11/05/2024
11/05/2024
11/08/2024
18.56 Run by Melanie Hernandez on 11/07/2024 10:59:34 AM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/08/24
-
11/08/24
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
100 - General Fund
Department
310 - Public Works
Division
311 - Buildings & Grounds
Sub-Division
00 - Non-Subdiv
Account
6360.065 - Maint & Repairs Bdg NonFlagship
10728 - Ace Hardware-Public Works
089743
Animal Shelter
Paid by Check
# 105692
10/23/2024
11/05/2024
11/05/2024
11/08/2024
34.71 10728 - Ace Hardware-Public Works
089799
Dog Kennel
Paid by Check
# 105692
10/28/2024
11/05/2024
11/05/2024
11/08/2024
8.27 10728 - Ace Hardware-Public Works
089805
Animal Shelter
Paid by Check
# 105692
10/29/2024
11/05/2024
11/05/2024
11/08/2024
36.02 10728 - Ace Hardware-Public Works
089816
Vince DiMaggio
Paid by Check
# 105692
10/30/2024
11/05/2024
11/05/2024
11/08/2024
10.90 10034 - American Supply Co.
0188108
Teen Center
Paid by Check
# 105693
10/10/2024
11/04/2024
11/04/2024
11/08/2024
19.18 10034 - American Supply Co.
0188240
Teen Center
Paid by Check
# 105693
10/17/2024
11/04/2024
11/04/2024
11/08/2024
98.76 10034 - American Supply Co.
0188266
Bleach
Paid by Check
# 105693
10/18/2024
11/04/2024
11/04/2024
11/08/2024
26.77 10237 - Ferguson Enterprise , Inc. # 1423
5525492
PW
Paid by Check
# 105701
10/28/2024
11/04/2024
11/04/2024
11/08/2024
643.48
10250 - Gavilan Pest Control
0165612
Marina Library 190
Seaside Circle
Paid by Check
# 105702
10/28/2024
11/04/2024
11/04/2024
11/08/2024
300.00
10250 - Gavilan Pest Control
0165667
Preston Park
Paid by Check
# 105702
10/31/2024
11/04/2024
11/04/2024
11/08/2024
330.00
10250 - Gavilan Pest Control
0165751
Glorya Jean Tate
Paid by Check
# 105702
10/31/2024
11/04/2024
11/04/2024
11/08/2024
300.00
Account
6360.065 - Maint & Repairs Bdg NonFlagship
Totals
Invoice Transactions
14 $1,876.00
Account
6360.070 - Maint & Repairs Bdg Public Safety
10728 - Ace Hardware-Public Works
089824
Public Safety Building
Paid by Check
# 105692
10/30/2024
11/05/2024
11/05/2024
11/08/2024
41.93 Account
6360.070 - Maint & Repairs Bdg Public Safety
Totals
Invoice Transactions
1 $41.93
Account
6360.690 - Maint & Repairs Supplies
10292 - Interstate Battery
50296173
Battery
Paid by Check
# 105704
10/25/2024
11/05/2024
11/05/2024
11/08/2024
417.80
10403 - NAPA Auto Parts - former Monterey
Auto Supply
091971
Power Steering Fluid
Paid by Check
# 105711
10/30/2024
11/05/2024
11/05/2024
11/08/2024
25.52 Account
6360.690 - Maint & Repairs Supplies
Totals
Invoice Transactions
2 $443.32
Account
6400.800 - Material & Suppl Uniform
12019 - Cesar Fernandez - refund only
10-28-24
Boot Reimbursement
Paid by Check
# 105696
10/28/2024
10/29/2024
10/29/2024
11/08/2024
218.74
12019 - Cesar Fernandez - refund only
10-27-24
Safety Glasses
Paid by Check
# 105696
10/27/2024
10/29/2024
10/29/2024
11/08/2024
200.00
12036 - Michael Mahaney - refund only
10-18-24
Safety Glasses
Paid by Check
# 105708
10/18/2024
11/04/2024
11/04/2024
11/08/2024
142.03
Run by Melanie Hernandez on 11/07/2024 10:59:34 AM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/08/24
-
11/08/24
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
100 - General Fund
Department
310 - Public Works
Division
311 - Buildings & Grounds
Sub-Division
00 - Non-Subdiv
Account
6400.800 - Material & Suppl Uniform
10043 - VESTIS GROUP, INC./(f/k/a
ARAMARK UNIFORM & C
5110574948
PW Uniforms
Paid by Check
# 105726
11/01/2024
10/29/2024
10/29/2024
11/08/2024
350.13
Account
6400.800 - Material & Suppl Uniform
Totals
Invoice Transactions
4 $910.90
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
24 $10,663.75
Division
311 - Buildings & Grounds
Totals
Invoice Transactions
24 $10,663.75
Division
313 - Vehicle Maint
Sub-Division
00 - Non-Subdiv
Account
6360.850 - Maint & Repairs Vehicle
10528 - Salinas Valley Ford
118197
Ford F150 2017
Paid by Check
# 105718
10/31/2024
10/29/2024
10/29/2024
11/08/2024
666.41
11975 - Southern Tire Mart LLC
7350010556
Tires
Paid by Check
# 105733
11/05/2024
11/05/2024
11/05/2024
11/08/2024
2,259.89
Account
6360.850 - Maint & Repairs Vehicle
Totals
Invoice Transactions
2 $2,926.30
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
2 $2,926.30
Division
313 - Vehicle Maint
Totals
Invoice Transactions
2 $2,926.30
Department
310 - Public Works
Totals
Invoice Transactions
26 $13,590.05
Department
410 - Planning
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6330.100 - Fee Agr Costs - Planning
10508 - Regional Government Services
17289
Marina Dunes Misc July
2024
Paid by EFT #
5361
07/31/2024
11/05/2024
11/05/2024
11/08/2024
4,797.36
10508 - Regional Government Services
17290
Harvey Gas Station July
2024
Paid by EFT #
5361
07/31/2024
11/05/2024
11/05/2024
11/08/2024
1,653.80
Account
6330.100 - Fee Agr Costs - Planning
Totals
Invoice Transactions
2 $6,451.16
Account
6400.350 - Material & Suppl IT-Computer & Hardware (non-cap) 10897 - TechRx Technology Services
12127
CDD Laptop
Paid by EFT #
5364
09/30/2024
11/04/2024
11/04/2024
11/08/2024
1,224.54
Account
6400.350 - Material & Suppl IT-Computer & Hardware (non-cap) Totals
Invoice Transactions
1 $1,224.54
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
3 $7,675.70
Division
000 - Non-Div
Totals
Invoice Transactions
3 $7,675.70
Department
410 - Planning
Totals
Invoice Transactions
3 $7,675.70
Run by Melanie Hernandez on 11/07/2024 10:59:34 AM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/08/24
-
11/08/24
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
100 - General Fund
Department
420 - Engineering
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6500.700 - Training & Travel Training & Travel
12127 - Juan Perez - reimbursement only
10-28-24
Reimbursment for
Training
Paid by Check
# 105705
10/28/2024
10/29/2024
10/29/2024
11/08/2024
185.75
Account
6500.700 - Training & Travel Training & Travel
Totals
Invoice Transactions
1 $185.75
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
1 $185.75
Division
000 - Non-Div
Totals
Invoice Transactions
1 $185.75
Department
420 - Engineering
Totals
Invoice Transactions
1 $185.75
Department
440 - Economic Dev
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6600.630 - Other Charges Promotional Activities
11620 - Certified Folder Display Service,
Inc.
614943
Restaurant Guide
Disbursement -
December 2024
Paid by EFT #
5351
11/01/2024
11/01/2024
11/01/2024
11/08/2024
329.52
Account
6600.630 - Other Charges Promotional Activities
Totals
Invoice Transactions
1 $329.52
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
1 $329.52
Division
000 - Non-Div
Totals
Invoice Transactions
1 $329.52
Department
440 - Economic Dev
Totals
Invoice Transactions
1 $329.52
Department
510 - Recreation & Culture
Division
100 - Admin
Sub-Division
00 - Non-Subdiv
Account
6360.360 - Maint & Repairs Janitorial
10080 - Branch's Janitorial
228842
Custodial Service for
October 2024
Paid by EFT #
5350
10/25/2024
11/01/2024
11/01/2024
11/08/2024
906.47
Account
6360.360 - Maint & Repairs Janitorial
Totals
Invoice Transactions
1 $906.47
Account
6360.690 - Maint & Repairs Supplies
10726 - Ace Hardware-Parks&Recreation
089597
Cust #107
Paid by Check
# 105690
10/05/2024
11/01/2024
11/01/2024
11/08/2024
102.59
10726 - Ace Hardware-Parks&Recreation
089663
Cust # 107
Paid by Check
# 105690
10/13/2024
11/01/2024
11/01/2024
11/08/2024
25.09 10726 - Ace Hardware-Parks&Recreation
089718
Cust # 107
Paid by Check
# 105690
10/19/2024
11/01/2024
11/01/2024
11/08/2024
87.39 Account
6360.690 - Maint & Repairs Supplies
Totals
Invoice Transactions
3 $215.07
Account
6380.150 - Utilities Comm Phone System
10603 - Verizon Wireless
9976532160
542484588-00001
Paid by EFT #
5365
10/17/2024
11/01/2024
11/01/2024
11/08/2024
260.10
Account
6380.150 - Utilities Comm Phone System
Totals
Invoice Transactions
1 $260.10
Account
6400.652 - Material & Suppl Recr Special Progr / Events 10420 - Monterey County Weekly
10-24-24CCM
digital e news letter
Paid by Check
# 105709
10/24/2024
11/01/2024
11/01/2024
11/08/2024
325.00
Run by Melanie Hernandez on 11/07/2024 10:59:34 AM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/08/24
-
11/08/24
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
100 - General Fund
Department
510 - Recreation & Culture
Division
100 - Admin
Sub-Division
00 - Non-Subdiv
Account
6400.652 - Material & Suppl Recr Special Progr / Events 12072 - Zoe Rayne Alexander / The Money
Band
2072
performance fee -
deposit
Paid by Check
# 105728
08/28/2024
11/01/2024
11/01/2024
11/08/2024
1,325.00
Account
6400.652 - Material & Suppl Recr Special Progr / Events Totals
Invoice Transactions
2 $1,650.00
Account
6400.740 - Material & Suppl Special Dept Suppl
10726 - Ace Hardware-Parks&Recreation
089731
Cust #107
Paid by Check
# 105690
10/21/2024
11/01/2024
11/01/2024
11/08/2024
60.08 10157 - Community Hospital of the
Monterey Peninsula
Oct 2024
4 AED units
Paid by Check
# 105698
10/29/2024
11/05/2024
11/05/2024
11/08/2024
4,000.00
Account
6400.740 - Material & Suppl Special Dept Suppl
Totals
Invoice Transactions
2 $4,060.08
Account
6600.740 - Other Charges Special Event
12053 - Swank Motion Pictures, Inc.
BO 2336104
0259255-500
Paid by EFT #
5363
10/25/2024
11/05/2024
11/05/2024
11/08/2024
395.00
Account
6600.740 - Other Charges Special Event
Totals
Invoice Transactions
1 $395.00
Account
6700.120 - Capital Outlay Software & Info System
10143 - Civicplus
308558
CivicRec
Paid by EFT #
5352
09/28/2024
10/16/2024
10/16/2024
11/08/2024
15,828.75
Account
6700.120 - Capital Outlay Software & Info System
Totals
Invoice Transactions
1 $15,828.75
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
11 $23,315.47
Division
100 - Admin
Totals
Invoice Transactions
11 $23,315.47
Division
511 - Youth
Sub-Division
00 - Non-Subdiv
Account
6360.360 - Maint & Repairs Janitorial
10080 - Branch's Janitorial
228842
Custodial Service for
October 2024
Paid by EFT #
5350
10/25/2024
11/01/2024
11/01/2024
11/08/2024
350.00
Account
6360.360 - Maint & Repairs Janitorial
Totals
Invoice Transactions
1 $350.00
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
1 $350.00
Division
511 - Youth
Totals
Invoice Transactions
1 $350.00
Division
512 - Teen
Sub-Division
00 - Non-Subdiv
Account
6360.360 - Maint & Repairs Janitorial
10080 - Branch's Janitorial
228842
Custodial Service for
October 2024
Paid by EFT #
5350
10/25/2024
11/01/2024
11/01/2024
11/08/2024
474.00
Account
6360.360 - Maint & Repairs Janitorial
Totals
Invoice Transactions
1 $474.00
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
1 $474.00
Division
512 - Teen
Totals
Invoice Transactions
1 $474.00
Run by Melanie Hernandez on 11/07/2024 10:59:34 AM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/08/24
-
11/08/24
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
100 - General Fund
Department
510 - Recreation & Culture
Division
513 - Senior
Sub-Division
00 - Non-Subdiv
Account
6360.360 - Maint & Repairs Janitorial
10080 - Branch's Janitorial
228842
Custodial Service for
October 2024
Paid by EFT #
5350
10/25/2024
11/01/2024
11/01/2024
11/08/2024
329.00
Account
6360.360 - Maint & Repairs Janitorial
Totals
Invoice Transactions
1 $329.00
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
1 $329.00
Division
513 - Senior
Totals
Invoice Transactions
1 $329.00
Division
514 - Sports
Sub-Division
00 - Non-Subdiv
Account
6400.656 - Material & Suppl Recr Sports Prog
10726 - Ace Hardware-Parks&Recreation
089808
Cust #107
Paid by Check
# 105690
10/29/2024
11/01/2024
11/01/2024
11/08/2024
16.38 Account
6400.656 - Material & Suppl Recr Sports Prog
Totals
Invoice Transactions
1 $16.38
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
1 $16.38
Division
514 - Sports
Totals
Invoice Transactions
1 $16.38
Department
510 - Recreation & Culture
Totals
Invoice Transactions
15 $24,484.85
Fund
100 - General Fund
Totals
Invoice Transactions
113
$208,744.27
Run by Melanie Hernandez on 11/07/2024 10:59:34 AM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/08/24
-
11/08/24
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
130 - Library Maintenance
Department
000 - Non-Dept
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6360.440 - Maint & Repairs Landscape General
10446 - New Image Landscape Co.
148726
Landscape
Maintenance October
2024
Paid by Check
# 105712
10/31/2024
11/04/2024
11/04/2024
11/08/2024
675.00
Account
6360.440 - Maint & Repairs Landscape General
Totals
Invoice Transactions
1 $675.00
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
1 $675.00
Division
000 - Non-Div
Totals
Invoice Transactions
1 $675.00
Department
000 - Non-Dept
Totals
Invoice Transactions
1 $675.00
Fund
130 - Library Maintenance
Totals
Invoice Transactions
1 $675.00
Run by Melanie Hernandez on 11/07/2024 10:59:34 AM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/08/24
-
11/08/24
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
220 - Gas Tax
Department
000 - Non-Dept
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6380.300 - Utilities Gas & Electric
10463 - Pacific Gas & Electric
Oct 2024 313-6
PG&E 6793435313-6
Paid by Check
# 105714
10/24/2024
11/05/2024
11/05/2024
11/08/2024
954.75
Account
6380.300 - Utilities Gas & Electric
Totals
Invoice Transactions
1 $954.75
Account
6380.500 - Utilities Water & Sewer
10349 - Marina Coast Water District
Oct 2024 56-
104
2850 5th Ave
Paid by Check
# 105707
10/31/2024
11/04/2024
11/04/2024
11/08/2024
72.89 Account
6380.500 - Utilities Water & Sewer
Totals
Invoice Transactions
1 $72.89
Account
6400.780 - Material & Suppl Traffic Signal
11515 - Nor Cal Signal Supply - Ellen
Lynnette Poole
1317-1
Red Ball LED Clear
Lens
Paid by EFT #
5358
11/03/2024
11/04/2024
11/04/2024
11/08/2024
207.27
Account
6400.780 - Material & Suppl Traffic Signal
Totals
Invoice Transactions
1 $207.27
Account
6400.800 - Material & Suppl Uniform
10043 - VESTIS GROUP, INC./(f/k/a
ARAMARK UNIFORM & C
5110574949
PW Shop Supplies
Paid by Check
# 105726
11/01/2024
10/29/2024
10/29/2024
11/08/2024
73.51 Account
6400.800 - Material & Suppl Uniform
Totals
Invoice Transactions
1 $73.51
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
4 $1,308.42
Division
000 - Non-Div
Totals
Invoice Transactions
4 $1,308.42
Department
000 - Non-Dept
Totals
Invoice Transactions
4 $1,308.42
Fund
220 - Gas Tax
Totals
Invoice Transactions
4 $1,308.42
Run by Melanie Hernandez on 11/07/2024 10:59:34 AM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/08/24
-
11/08/24
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
232 - Seabreeze AD
Department
000 - Non-Dept
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6360.440 - Maint & Repairs Landscape General
10446 - New Image Landscape Co.
148726
Landscape
Maintenance October
2024
Paid by Check
# 105712
10/31/2024
11/04/2024
11/04/2024
11/08/2024
218.00
Account
6360.440 - Maint & Repairs Landscape General
Totals
Invoice Transactions
1 $218.00
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
1 $218.00
Division
000 - Non-Div
Totals
Invoice Transactions
1 $218.00
Department
000 - Non-Dept
Totals
Invoice Transactions
1 $218.00
Fund
232 - Seabreeze AD
Totals
Invoice Transactions
1 $218.00
Run by Melanie Hernandez on 11/07/2024 10:59:34 AM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/08/24
-
11/08/24
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
233 - Monterey Bay Estates AD
Department
000 - Non-Dept
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6360.440 - Maint & Repairs Landscape General
10446 - New Image Landscape Co.
148726
Landscape
Maintenance October
2024
Paid by Check
# 105712
10/31/2024
11/04/2024
11/04/2024
11/08/2024
468.00
Account
6360.440 - Maint & Repairs Landscape General
Totals
Invoice Transactions
1 $468.00
Account
6380.300 - Utilities Gas & Electric
10463 - Pacific Gas & Electric
Oct 2024 313-6
PG&E 6793435313-6
Paid by Check
# 105714
10/24/2024
11/05/2024
11/05/2024
11/08/2024
(45.38)
Account
6380.300 - Utilities Gas & Electric
Totals
Invoice Transactions
1 ($45.38)
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
2 $422.62
Division
000 - Non-Div
Totals
Invoice Transactions
2 $422.62
Department
000 - Non-Dept
Totals
Invoice Transactions
2 $422.62
Fund
233 - Monterey Bay Estates AD
Totals
Invoice Transactions
2 $422.62
Run by Melanie Hernandez on 11/07/2024 10:59:34 AM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/08/24
-
11/08/24
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
235 - Cypress Cove II AD
Department
000 - Non-Dept
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6360.440 - Maint & Repairs Landscape General
10446 - New Image Landscape Co.
148726
Landscape
Maintenance October
2024
Paid by Check
# 105712
10/31/2024
11/04/2024
11/04/2024
11/08/2024
530.00
Account
6360.440 - Maint & Repairs Landscape General
Totals
Invoice Transactions
1 $530.00
Account
6380.300 - Utilities Gas & Electric
10463 - Pacific Gas & Electric
Oct 2024 313-6
PG&E 6793435313-6
Paid by Check
# 105714
10/24/2024
11/05/2024
11/05/2024
11/08/2024
(45.64)
Account
6380.300 - Utilities Gas & Electric
Totals
Invoice Transactions
1 ($45.64)
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
2 $484.36
Division
000 - Non-Div
Totals
Invoice Transactions
2 $484.36
Department
000 - Non-Dept
Totals
Invoice Transactions
2 $484.36
Fund
235 - Cypress Cove II AD
Totals
Invoice Transactions
2 $484.36
Run by Melanie Hernandez on 11/07/2024 10:59:34 AM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/08/24
-
11/08/24
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
251 - CFD - Locke Paddon
Department
000 - Non-Dept
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6360.440 - Maint & Repairs Landscape General
10446 - New Image Landscape Co.
148726
Landscape
Maintenance October
2024
Paid by Check
# 105712
10/31/2024
11/04/2024
11/04/2024
11/08/2024
249.00
Account
6360.440 - Maint & Repairs Landscape General
Totals
Invoice Transactions
1 $249.00
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
1 $249.00
Division
000 - Non-Div
Totals
Invoice Transactions
1 $249.00
Department
000 - Non-Dept
Totals
Invoice Transactions
1 $249.00
Fund
251 - CFD - Locke Paddon
Totals
Invoice Transactions
1 $249.00
Run by Melanie Hernandez on 11/07/2024 10:59:34 AM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/08/24
-
11/08/24
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
252 - CFD - Dunes No. 2015-1
Department
000 - Non-Dept
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6360.700 - Maint & Repairs Roadways
10005 - A-1 Sweeping Service
10-28-24
CFD Dunes Street
Sweeping
Paid by Check
# 105689
10/28/2024
11/04/2024
11/04/2024
11/08/2024
330.00
Account
6360.700 - Maint & Repairs Roadways
Totals
Invoice Transactions
1 $330.00
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
1 $330.00
Division
000 - Non-Div
Totals
Invoice Transactions
1 $330.00
Department
000 - Non-Dept
Totals
Invoice Transactions
1 $330.00
Fund
252 - CFD - Dunes No. 2015-1
Totals
Invoice Transactions
1 $330.00
Run by Melanie Hernandez on 11/07/2024 10:59:34 AM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/08/24
-
11/08/24
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
462 - City Capital Projects
Department
000 - Non-Dept
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6300.570 - Prof Svc Other
10831 - Kompan, Inc.
INV125692
Sea Haven Park
Paid by EFT #
5356
09/06/2024
10/03/2024
10/03/2024
11/08/2024
84,000.00
10425 - Monterey Peninsula Engineering
08-09 15
Imjin Parkway
Widening
Paid by Check
# 105730
09/04/2024
10/30/2024
10/30/2024
11/08/2024
1,363,719.95
11762 - Raimi + Associates, Inc
24-6634
Marina GPU
Paid by EFT #
5360
10/31/2024
11/05/2024
11/05/2024
11/08/2024
43,892.75
10588 - United Site Services
INV-4903830
2830 5th Ave
Paid by Check
# 105725
10/31/2024
10/29/2024
10/29/2024
11/08/2024
611.46
Account
6300.570 - Prof Svc Other
Totals
Invoice Transactions
4 $1,492,224.16
Account
6700.105 - Capital Outlay Construction
10831 - Kompan, Inc.
INV125692
Sea Haven Park
Paid by EFT #
5356
09/06/2024
10/03/2024
10/03/2024
11/08/2024
438,848.32
Account
6700.105 - Capital Outlay Construction
Totals
Invoice Transactions
1 $438,848.32
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
5 $1,931,072.48
Division
000 - Non-Div
Totals
Invoice Transactions
5 $1,931,072.48
Department
000 - Non-Dept
Totals
Invoice Transactions
5 $1,931,072.48
Fund
462 - City Capital Projects
Totals
Invoice Transactions
5 $1,931,072.48
Run by Melanie Hernandez on 11/07/2024 10:59:34 AM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/08/24
-
11/08/24
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
555 - Marina Airport
Department
000 - Non-Dept
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6300.030 - Prof Svc Airport Specific Plan
10150 - Coffman Associates
24EA37-1
Professional Services-
Joby Updates October
Paid by Check
# 105697
10/31/2024
11/30/2024
11/04/2024
11/08/2024
14,018.00
Account
6300.030 - Prof Svc Airport Specific Plan
Totals
Invoice Transactions
1 $14,018.00
Account
6300.450 - Prof Svc Legal - City Attorney Other Svc
11964 - Shute Mihaly & Weinberger LLP
288515
Airport - September
2024
Paid by Check
# 105719
10/29/2024
11/01/2024
11/01/2024
11/08/2024
1,617.00
Account
6300.450 - Prof Svc Legal - City Attorney Other Svc
Totals
Invoice Transactions
1 $1,617.00
Account
6300.570 - Prof Svc Other
10588 - United Site Services
INV-4896911
781 Neeson Rd (North
Tarmac)
Paid by Check
# 105725
10/31/2024
11/30/2024
11/04/2024
11/08/2024
424.95
Account
6300.570 - Prof Svc Other
Totals
Invoice Transactions
1 $424.95
Account
6360.050 - Maint & Repairs Building
10239 - First Alarm
850566
3240 Imjin Rd Bldg 510
Alarm Monitoring
Paid by EFT #
5353
10/24/2024
11/25/2024
11/04/2024
11/08/2024
148.58
Account
6360.050 - Maint & Repairs Building
Totals
Invoice Transactions
1 $148.58
Account
6360.280 - Maint & Repairs Habitat Management Svc
10250 - Gavilan Pest Control
0165355
781 Neeson Rd Bldg
520 Squirrels
Paid by Check
# 105702
10/17/2024
11/18/2024
11/04/2024
11/08/2024
1,150.00
Account
6360.280 - Maint & Repairs Habitat Management Svc
Totals
Invoice Transactions
1 $1,150.00
Account
6380.150 - Utilities Comm Phone System
10758 - AT & T CALNET3
000022502150
Fire Alarms Hangar 524
& 533 (9391023443)
Paid by Check
# 105694
10/28/2024
12/04/2024
11/04/2024
11/08/2024
59.95 10758 - AT & T CALNET3
000022502156
AWOS-Auto Weather
Service (9391023449)
Paid by Check
# 105694
10/28/2024
12/04/2024
11/04/2024
11/08/2024
32.72 10758 - AT & T CALNET3
000022502151
Fire Alarms Hangar 524
& 533 (9391023444)
Paid by Check
# 105694
10/28/2024
12/04/2024
11/04/2024
11/08/2024
59.95 Account
6380.150 - Utilities Comm Phone System
Totals
Invoice Transactions
3 $152.62
Account
6380.500 - Utilities Water & Sewer
10432 - Monterey One Water - former
MRWPCA
07/2024 0143-
add
3220 Imjin Rd
Paid by Check
# 105710
07/31/2024
11/05/2024
11/05/2024
11/08/2024
1.00 Account
6380.500 - Utilities Water & Sewer
Totals
Invoice Transactions
1 $1.00
Run by Melanie Hernandez on 11/07/2024 10:59:34 AM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/08/24
-
11/08/24
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
555 - Marina Airport
Department
000 - Non-Dept
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6400.232 - Material & Suppl Fuel - Aviation Jet A
12099 - Ascent Aviation Group Inc
1055595
Jet A Fuel
Paid by Check
# 105734
10/02/2024
11/04/2024
11/04/2024
11/08/2024
23,985.33
Account
6400.232 - Material & Suppl Fuel - Aviation Jet A
Totals
Invoice Transactions
1 $23,985.33
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
10 $41,497.48
Division
000 - Non-Div
Totals
Invoice Transactions
10 $41,497.48
Department
000 - Non-Dept
Totals
Invoice Transactions
10 $41,497.48
Fund
555 - Marina Airport
Totals
Invoice Transactions
10 $41,497.48
Grand Totals
Invoice Transactions
140
$2,185,001.63
Run by Melanie Hernandez on 11/07/2024 10:59:34 AM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/08/24
-
11/08/24
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
100 - General Fund
Department
190 - Citywide Non-Dept
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6360.570 - Maint & Repairs Other Svc Agr
10129 - Cintas Corporation
4210963622
Mat Service City Hall
Paid by Check
# 105742
11/08/2024
11/08/2024
11/08/2024
11/15/2024
62.27 Account
6360.570 - Maint & Repairs Other Svc Agr
Totals
Invoice Transactions
1 $62.27
Account
6380.300 - Utilities Gas & Electric
10463 - Pacific Gas & Electric
Nov 2024 562-0
PG&E - 4758891562-0
Paid by Check
# 105754
11/07/2024
11/08/2024
11/08/2024
11/15/2024
1,461.29
Account
6380.300 - Utilities Gas & Electric
Totals
Invoice Transactions
1 $1,461.29
Account
6400.565 - Material & Suppl Office Supplies
10999 - Tyler Business Forms - The Artina
Group Inc.
97606
Tyler Business Forms
W-2 2024
Paid by Check
# 105765
11/13/2024
11/13/2024
11/13/2024
11/15/2024
221.45
Account
6400.565 - Material & Suppl Office Supplies
Totals
Invoice Transactions
1 $221.45
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
3 $1,745.01
Division
000 - Non-Div
Totals
Invoice Transactions
3 $1,745.01
Department
190 - Citywide Non-Dept
Totals
Invoice Transactions
3 $1,745.01
Department
210 - Police
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6360.570 - Maint & Repairs Other Svc Agr
10493 - Pure H2O
23381
Water Cooler Service
Police & Fire 11/01/24
Paid by Check
# 105756
11/01/2024
11/05/2024
11/05/2024
11/15/2024
88.55 Account
6360.570 - Maint & Repairs Other Svc Agr
Totals
Invoice Transactions
1 $88.55
Account
6500.620 - Training & Travel POST
11768 - Ivan Santana
11-22-24
Per Diem - Santana
CNOA conference
Paid by EFT #
5380
11/12/2024
11/12/2024
11/12/2024
11/15/2024
220.00
11669 - Triston Jean - reimbursement only
11-18-24
Per Diem - Jean Radar
Operator Course
Paid by Check
# 105764
11/12/2024
11/12/2024
11/12/2024
11/15/2024
161.00
Account
6500.620 - Training & Travel POST
Totals
Invoice Transactions
2 $381.00
Account
6600.455 - Other Charges Leased Parking
12070 - Open Road Investors, LLC
11-08-24
Parking Rental Fees
Paid by Check
# 105752
11/08/2024
11/08/2024
11/08/2024
11/15/2024
1,600.00
Account
6600.455 - Other Charges Leased Parking
Totals
Invoice Transactions
1 $1,600.00
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
4 $2,069.55
Division
000 - Non-Div
Totals
Invoice Transactions
4 $2,069.55
Department
210 - Police
Totals
Invoice Transactions
4 $2,069.55
Run by Melanie Hernandez on 11/14/2024 02:48:45 PM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/15/24
-
11/15/24
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
100 - General Fund
Department
250 - Fire
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6300.570 - Prof Svc Other
10841 - Carmel Fire Protection Associates -
Art Black
124503
Plan review &
inspection for Fire
Sprinkler at Traders
Joe's
Paid by Check
# 105740
10/26/2024
11/05/2024
11/05/2024
11/15/2024
230.00
10841 - Carmel Fire Protection Associates -
Art Black
124507
Fire Alarm Technology
Transfer Permit - Plan
review only
Paid by Check
# 105740
10/26/2024
11/05/2024
11/05/2024
11/15/2024
100.00
Account
6300.570 - Prof Svc Other
Totals
Invoice Transactions
2 $330.00
Account
6360.070 - Maint & Repairs Bdg Public Safety
10459 - Overhead Door Company
144935
Station door repair at
Station 2
Paid by Check
# 105753
09/30/2024
11/13/2024
11/13/2024
11/15/2024
3,696.47
Account
6360.070 - Maint & Repairs Bdg Public Safety
Totals
Invoice Transactions
1 $3,696.47
Account
6360.342 - Maint & Repairs IT - System Annual Maint
10568 - Vector Solutions Learning LLC
INV106999
Vector
Scheduling/Maintenanc
e Fee, Vector
Implementation fees
Paid by EFT #
5378
11/07/2024
11/08/2024
11/08/2024
11/15/2024
3,092.17
Account
6360.342 - Maint & Repairs IT - System Annual Maint
Totals
Invoice Transactions
1 $3,092.17
Account
6360.570 - Maint & Repairs Other Svc Agr
10129 - Cintas Corporation
4205205607
Shop towels
Paid by Check
# 105742
09/13/2024
11/05/2024
11/05/2024
11/15/2024
138.05
10129 - Cintas Corporation
4210963555
Shop towels
Paid by Check
# 105742
11/08/2024
11/12/2024
11/12/2024
11/15/2024
159.99
10493 - Pure H2O
23381
Water Cooler Service
Police & Fire 11/01/24
Paid by Check
# 105756
11/01/2024
11/05/2024
11/05/2024
11/15/2024
113.53
10627 - Zoom Imaging Solutions
IN4458865
Maintenance Contract -
07/17/24 to 10/16/24
Paid by Check
# 105762
10/24/2024
11/12/2024
11/12/2024
11/15/2024
60.25 Account
6360.570 - Maint & Repairs Other Svc Agr
Totals
Invoice Transactions
4 $471.82
Account
6360.680 - Maint & Repairs Radio Equip
11171 - Motorola Solutions, Inc.
8330287696
Radio Repair, Replaced
defective external part
Paid by EFT #
5377
09/27/2024
11/12/2024
11/12/2024
11/15/2024
677.30
Account
6360.680 - Maint & Repairs Radio Equip
Totals
Invoice Transactions
1 $677.30
Account
6380.120 - Utilities Comm Mobile & Pager
10603 - Verizon Wireless
9977188733
FD Mobile from
September 25 -
October 25, 2024
Paid by EFT #
5379
10/25/2024
11/13/2024
11/13/2024
11/15/2024
546.95
Account
6380.120 - Utilities Comm Mobile & Pager
Totals
Invoice Transactions
1 $546.95
Run by Melanie Hernandez on 11/14/2024 02:48:45 PM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/15/24
-
11/15/24
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
100 - General Fund
Department
250 - Fire
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6400.100 - Material & Suppl CSA 74 Funded
10077 - Bound Tree Medical
85380327
G3 Med Slinger, Red
BBP Resistant
Paid by Check
# 105738
06/12/2024
11/13/2024
11/13/2024
11/15/2024
646.72
Account
6400.100 - Material & Suppl CSA 74 Funded
Totals
Invoice Transactions
1 $646.72
Account
6400.739 - Material & Suppl Special Dept Exp-Fire Prevent 12130 - The Beistle Company/FIRE SMART
PROMOTIONS
118109
Fire Prevention
Supplies for Open
House
Paid by Check
# 105759
09/24/2024
11/13/2024
11/13/2024
11/15/2024
1,208.08
Account
6400.739 - Material & Suppl Special Dept Exp-Fire Prevent Totals
Invoice Transactions
1 $1,208.08
Account
6400.740 - Material & Suppl Special Dept Suppl
10927 - Ace Hardware - Fire Dept.
089894
Battery Alkln 9V
Paid by Check
# 105735
11/08/2024
11/12/2024
11/12/2024
11/15/2024
10.91 10927 - Ace Hardware - Fire Dept.
089845
Smoke Detectors Btry 2
pk & glass cleaner
Paid by Check
# 105735
11/02/2024
11/12/2024
11/12/2024
11/15/2024
127.78
10927 - Ace Hardware - Fire Dept.
089851
Station 2 water, grip
tape and edge
protection for ladder
trng.
Paid by Check
# 105735
11/04/2024
11/12/2024
11/12/2024
11/15/2024
35.11 11393 - Carmel Roasters, Inc.
70961
FD Coffee - 3 boxes
Paid by Check
# 105741
11/13/2024
11/13/2024
11/13/2024
11/15/2024
262.20
Account
6400.740 - Material & Suppl Special Dept Suppl
Totals
Invoice Transactions
4 $436.00
Account
6400.800 - Material & Suppl Uniform
10309 - Salinas Valley Pro Squad
0229006
C. Vega - Remove
reflective tape from
vest
Paid by Check
# 105757
10/24/2024
11/13/2024
11/13/2024
11/15/2024
300.44
10309 - Salinas Valley Pro Squad
0229033
J. Alvarenga - Service
Star, Taper Class A
Jacket & Shirt
Paid by Check
# 105757
11/04/2024
11/13/2024
11/13/2024
11/15/2024
84.10 10309 - Salinas Valley Pro Squad
0228971
B. Bredeson - Service
Star, Sew Braiding
Paid by Check
# 105757
10/17/2024
11/13/2024
11/13/2024
11/15/2024
27.31 10309 - Salinas Valley Pro Squad
0228945
K. Gibson - Class A
Braiding, Mult Cross
Paid by Check
# 105757
10/08/2024
11/13/2024
11/13/2024
11/15/2024
40.99 10309 - Salinas Valley Pro Squad
0228944
A. Suich - Mult Cross,
Braiding for Class A
Paid by Check
# 105757
10/08/2024
11/13/2024
11/13/2024
11/15/2024
45.99 10309 - Salinas Valley Pro Squad
0228943
D Mendes - Mult Cross
Paid by Check
# 105757
10/08/2024
11/13/2024
11/13/2024
11/15/2024
15.00 Account
6400.800 - Material & Suppl Uniform
Totals
Invoice Transactions
6 $513.83
Run by Melanie Hernandez on 11/14/2024 02:48:45 PM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/15/24
-
11/15/24
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
100 - General Fund
Department
250 - Fire
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6600.455 - Other Charges Leased Parking
12070 - Open Road Investors, LLC
11-08-24
Parking Rental Fees
Paid by Check
# 105752
11/08/2024
11/08/2024
11/08/2024
11/15/2024
400.00
Account
6600.455 - Other Charges Leased Parking
Totals
Invoice Transactions
1 $400.00
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
23 $12,019.34
Division
000 - Non-Div
Totals
Invoice Transactions
23 $12,019.34
Department
250 - Fire
Totals
Invoice Transactions
23 $12,019.34
Department
310 - Public Works
Division
311 - Buildings & Grounds
Sub-Division
00 - Non-Subdiv
Account
6360.065 - Maint & Repairs Bdg NonFlagship
10728 - Ace Hardware-Public Works
089848
On call Truck
Paid by Check
# 105736
11/04/2024
11/07/2024
11/07/2024
11/15/2024
21.84 10728 - Ace Hardware-Public Works
089867
Annex/City Hall
Paid by Check
# 105736
11/06/2024
11/07/2024
11/07/2024
11/15/2024
39.31 10728 - Ace Hardware-Public Works
089767
Animal Shelter
Paid by Check
# 105736
10/24/2024
11/07/2024
11/07/2024
11/15/2024
112.42
10250 - Gavilan Pest Control
0166290
211 Hillcrest Ave
Paid by Check
# 105747
11/01/2024
11/07/2024
11/07/2024
11/15/2024
82.00 10538 - Sherwin-Williams
5523-7
City Hall
Paid by Check
# 105758
11/05/2024
11/07/2024
11/07/2024
11/15/2024
190.24
Account
6360.065 - Maint & Repairs Bdg NonFlagship
Totals
Invoice Transactions
5 $445.81
Account
6360.440 - Maint & Repairs Landscape General
10090 - California Department of Forestry
and Fire Pr.
0000001607927
Gabilan Camp
Paid by Check
# 105739
11/04/2024
11/07/2024
11/07/2024
11/15/2024
1,589.56
10090 - California Department of Forestry
and Fire Pr.
0000001607763
Gabilan Camp
Paid by Check
# 105739
11/04/2024
11/07/2024
11/07/2024
11/15/2024
1,589.56
10090 - California Department of Forestry
and Fire Pr.
0000001607928
Gabilan Camp
Paid by Check
# 105739
11/04/2024
11/07/2024
11/07/2024
11/15/2024
908.32
Account
6360.440 - Maint & Repairs Landscape General
Totals
Invoice Transactions
3 $4,087.44
Account
6360.445 - Maint & Repairs Maint - Perc Ponds
10427 - Monterey Regional Waste
Management District
4195766
Streets Perc pond clean
up ST1
Paid by Check
# 105751
11/04/2024
11/07/2024
11/07/2024
11/15/2024
88.55 10427 - Monterey Regional Waste
Management District
4195493
Streets Perc pond clean
up ST1
Paid by Check
# 105751
11/04/2024
11/07/2024
11/07/2024
11/15/2024
72.38 10427 - Monterey Regional Waste
Management District
4195835
Perc Ponds St1
Paid by Check
# 105751
11/04/2024
11/07/2024
11/07/2024
11/15/2024
70.84 10427 - Monterey Regional Waste
Management District
4195650
St1 perc pond
Paid by Check
# 105751
11/04/2024
11/07/2024
11/07/2024
11/15/2024
125.51
Run by Melanie Hernandez on 11/14/2024 02:48:45 PM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/15/24
-
11/15/24
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
100 - General Fund
Department
310 - Public Works
Division
311 - Buildings & Grounds
Sub-Division
00 - Non-Subdiv
Account
6360.445 - Maint & Repairs Maint - Perc Ponds
10427 - Monterey Regional Waste
Management District
4195313
St1 perc pond
Paid by Check
# 105751
11/04/2024
11/07/2024
11/07/2024
11/15/2024
29.61 Account
6360.445 - Maint & Repairs Maint - Perc Ponds
Totals
Invoice Transactions
5 $386.89
Account
6360.690 - Maint & Repairs Supplies
10264 - Green Rubber-Kennedy AG
S-790496
Supplies
Paid by Check
# 105748
10/30/2024
11/07/2024
11/07/2024
11/15/2024
641.23
10264 - Green Rubber-Kennedy AG
S-790420
Supplies
Paid by Check
# 105748
10/30/2024
11/07/2024
11/07/2024
11/15/2024
436.76
Account
6360.690 - Maint & Repairs Supplies
Totals
Invoice Transactions
2 $1,077.99
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
15 $5,998.13
Division
311 - Buildings & Grounds
Totals
Invoice Transactions
15 $5,998.13
Division
313 - Vehicle Maint
Sub-Division
00 - Non-Subdiv
Account
6360.850 - Maint & Repairs Vehicle
10465 - Pacific Smog
2370
Smog Inspection
Paid by Check
# 105755
11/01/2024
11/07/2024
11/07/2024
11/15/2024
125.25
Account
6360.850 - Maint & Repairs Vehicle
Totals
Invoice Transactions
1 $125.25
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
1 $125.25
Division
313 - Vehicle Maint
Totals
Invoice Transactions
1 $125.25
Department
310 - Public Works
Totals
Invoice Transactions
16 $6,123.38
Department
410 - Planning
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6330.100 - Fee Agr Costs - Planning
10171 - CSG Consultants
58756
Marina Station
Paid by EFT #
5374
11/06/2024
11/12/2024
11/12/2024
11/15/2024
10,441.00
10189 - Denise Duffy & Associates
9487
Las Animas Concrete
Processing Plant
Paid by Check
# 105744
11/04/2024
11/13/2024
11/13/2024
11/15/2024
5,540.00
Account
6330.100 - Fee Agr Costs - Planning
Totals
Invoice Transactions
2 $15,981.00
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
2 $15,981.00
Division
000 - Non-Div
Totals
Invoice Transactions
2 $15,981.00
Department
410 - Planning
Totals
Invoice Transactions
2 $15,981.00
Run by Melanie Hernandez on 11/14/2024 02:48:45 PM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/15/24
-
11/15/24
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
100 - General Fund
Department
430 - Building Inspection
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6300.070 - Prof Svc Building Plan Check & Inspection
10171 - CSG Consultants
B241985
Building Plan Review
Services 10/01/24-
10/31/24
Paid by EFT #
5374
11/01/2024
11/13/2024
11/13/2024
11/15/2024
6,952.96
Account
6300.070 - Prof Svc Building Plan Check & Inspection
Totals
Invoice Transactions
1 $6,952.96
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
1 $6,952.96
Division
000 - Non-Div
Totals
Invoice Transactions
1 $6,952.96
Department
430 - Building Inspection
Totals
Invoice Transactions
1 $6,952.96
Fund
100 - General Fund
Totals
Invoice Transactions
49 $44,891.24
Run by Melanie Hernandez on 11/14/2024 02:48:45 PM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/15/24
-
11/15/24
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
110 - Vehicle and Equipment
Department
000 - Non-Dept
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6600.450 - Other Charges Leases & Rents
11491 - Enterprise FM Trust - Fleet Lease
payments only
FBB5179196
Lease
Payment/November 24
Paid by EFT #
5375
11/20/2024
11/12/2024
11/12/2024
11/15/2024
29,368.75
Account
6600.450 - Other Charges Leases & Rents
Totals
Invoice Transactions
1 $29,368.75
Account
6700.130 - Capital Outlay Vehicles
10323 - L.N. Curtis & Sons
INV884914
Monochrome Display,
Multigas detector kit
for new truck
Paid by EFT #
5376
11/08/2024
11/12/2024
11/12/2024
11/15/2024
2,347.78
Account
6700.130 - Capital Outlay Vehicles
Totals
Invoice Transactions
1 $2,347.78
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
2 $31,716.53
Division
000 - Non-Div
Totals
Invoice Transactions
2 $31,716.53
Department
000 - Non-Dept
Totals
Invoice Transactions
2 $31,716.53
Fund
110 - Vehicle and Equipment
Totals
Invoice Transactions
2 $31,716.53
Run by Melanie Hernandez on 11/14/2024 02:48:45 PM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/15/24
-
11/15/24
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
130 - Library Maintenance
Department
000 - Non-Dept
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6360.060 - Maint & Repairs Bdg Library
10187 - Della Mora Heating, Inc.
16304
Replace Boiler #1 at
the Marina Library
Paid by Check
# 105743
11/11/2024
11/21/2024
11/11/2024
11/15/2024
12,548.00
Account
6360.060 - Maint & Repairs Bdg Library
Totals
Invoice Transactions
1 $12,548.00
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
1 $12,548.00
Division
000 - Non-Div
Totals
Invoice Transactions
1 $12,548.00
Department
000 - Non-Dept
Totals
Invoice Transactions
1 $12,548.00
Fund
130 - Library Maintenance
Totals
Invoice Transactions
1 $12,548.00
Run by Melanie Hernandez on 11/14/2024 02:48:45 PM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/15/24
-
11/15/24
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
220 - Gas Tax
Department
000 - Non-Dept
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6380.300 - Utilities Gas & Electric
10463 - Pacific Gas & Electric
Nov 2024 582-7
PG&E - 8161432582-7
Paid by Check
# 105754
11/06/2024
11/08/2024
11/08/2024
11/15/2024
196.72
10463 - Pacific Gas & Electric
Nov 2024 353-7
PG&E - 9930567353-7
Paid by Check
# 105754
11/06/2024
11/08/2024
11/08/2024
11/15/2024
83.97 10463 - Pacific Gas & Electric
Nov 2024 943-2
PG&E - 6150212943-2
Paid by Check
# 105754
11/06/2024
11/08/2024
11/08/2024
11/15/2024
98.77 10463 - Pacific Gas & Electric
Nov 2024 720-0
PG&E - 0167505720-0
Paid by Check
# 105754
11/07/2024
11/08/2024
11/08/2024
11/15/2024
1,219.08
10463 - Pacific Gas & Electric
Nov 2024 202-3
PG&E - 6594070202-3
Paid by Check
# 105754
11/07/2024
11/08/2024
11/08/2024
11/15/2024
134.56
10463 - Pacific Gas & Electric
Nov 2024 085-2
PG&E - 5434906085-2
Paid by Check
# 105754
11/07/2024
11/08/2024
11/08/2024
11/15/2024
115.95
Account
6380.300 - Utilities Gas & Electric
Totals
Invoice Transactions
6 $1,849.05
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
6 $1,849.05
Division
000 - Non-Div
Totals
Invoice Transactions
6 $1,849.05
Department
000 - Non-Dept
Totals
Invoice Transactions
6 $1,849.05
Fund
220 - Gas Tax
Totals
Invoice Transactions
6 $1,849.05
Run by Melanie Hernandez on 11/14/2024 02:48:45 PM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/15/24
-
11/15/24
Vendor
Invoice No.
Invoice Description
Status
Held Reason
Invoice Date
Due Date
G/L Date
Received Date
Payment Date
Invoice Amount
Fund
555 - Marina Airport
Department
000 - Non-Dept
Division
000 - Non-Div
Sub-Division
00 - Non-Subdiv
Account
6360.360 - Maint & Repairs Janitorial
10034 - American Supply Co.
3046114
Airport cleaning
supplies for BJS
Paid by Check
# 105737
11/08/2024
12/09/2024
11/08/2024
11/15/2024
853.79
Account
6360.360 - Maint & Repairs Janitorial
Totals
Invoice Transactions
1 $853.79
Account
6360.450 - Maint & Repairs Maint & Repairs
10728 - Ace Hardware-Public Works
089764
KeyKrafter Brass keys
Paid by Check
# 105736
10/24/2024
11/08/2024
11/08/2024
11/15/2024
18.29 10582 - Uline Shipping Supply
185438975
Perma Patch for
Tarmac Repair
Paid by Check
# 105761
11/08/2024
12/06/2024
11/08/2024
11/15/2024
628.99
Account
6360.450 - Maint & Repairs Maint & Repairs
Totals
Invoice Transactions
2 $647.28
Account
6380.500 - Utilities Water & Sewer
10349 - Marina Coast Water District
Oct 2024 56-
097
3200 Imjin Rd (000056
097)
Paid by Check
# 105749
10/31/2024
11/16/2024
11/13/2024
11/15/2024
598.02
10349 - Marina Coast Water District
Oct 2024 56-
096
3271 Imjin Rd (000056
096)
Paid by Check
# 105749
10/31/2024
11/15/2024
11/13/2024
11/15/2024
99.16 10349 - Marina Coast Water District
Oct 2024 56-
051
721 Neeson Rd Bldg
533 (000056 051)
Paid by Check
# 105749
10/31/2024
11/15/2024
11/13/2024
11/15/2024
278.06
10349 - Marina Coast Water District
Oct 2024 56-
044
781 Neeson Rd Bldg
520 (000056 044)
Paid by Check
# 105749
10/31/2024
11/15/2024
11/13/2024
11/15/2024
164.86
10349 - Marina Coast Water District
Sept 2024 56-
097
3200 Imjin Rd (000056
097)
Paid by Check
# 105749
09/30/2024
11/15/2024
11/13/2024
11/15/2024
564.06
10432 - Monterey One Water - former
MRWPCA
Sept 2024 0143
3220 Imjin Rd (13-
000143)
Paid by Check
# 105750
09/30/2024
10/24/2024
11/08/2024
11/15/2024
38.70 Account
6380.500 - Utilities Water & Sewer
Totals
Invoice Transactions
6 $1,742.86
Sub-Division
00 - Non-Subdiv
Totals
Invoice Transactions
9 $3,243.93
Division
000 - Non-Div
Totals
Invoice Transactions
9 $3,243.93
Department
000 - Non-Dept
Totals
Invoice Transactions
9 $3,243.93
Fund
555 - Marina Airport
Totals
Invoice Transactions
9 $3,243.93
Grand Totals
Invoice Transactions
67 $94,248.75
Run by Melanie Hernandez on 11/14/2024 02:48:45 PM
Accounts Payable by G/L Distribution Report
Payment Date Range
11/15/24
-
11/15/24
Agenda Item: 10b(1)
City Council Meeting of
November 19, 2024
MINUTES
Wednesday, November 6, 2024 5:00 P.M. Closed Session
6:30 P.M. Open Session
REGULAR MEETING
CITY COUNCIL, AIRPORT COMMISSION,
MARINA ABRAMS B NON-PROFIT CORPORATION, PRESTON PARK
SUSTAINABLE COMMUNITY NON-PROFIT CORPORATION, SUCCESSOR
AGENCY OF THE FORMER MARINA REDEVELOPMENT AGENCY
THIS MEETING WILL BE HELD IN PERSON AND VIRTUALLY (HYBRID).
Council Chambers
211 Hillcrest Avenue
Marina, California
AND
TELECONFERENCE LOCATION: 1
1004 Saga St.
Glendora, California 91741
Zoom Meeting URL: https://zoom.us/j/730251556
Zoom Meeting Telephone Only Participation: 1-669-900-9128 - Webinar ID: 730 251 556 1 Note: Pursuant to Government Code Section 54953(b), this meeting will include teleconference participation by Mayor Bruce C. Delgado from the address above. This Notice and Agenda will be posted at the teleconference location.
1. CALL TO ORDER
2. ROLL CALL & ESTABLISHMENT OF QUORUM: (City Council, Airport Commissioners, Marina Abrams B Non -Profit Corporation, Preston Park Sustainable Communities Nonprofit Corporation, Successor Agency of the Former Redevelopment Agency Members and Marina Groundwater Sustainability Agency) MEMBERS PRESENT: Jennifer McAdams, Brian McCarthy, Kathy Biala, Mayor Pro-Tem/Vice Chair Liesbeth Visscher, Mayor/Chair Bruce C. Delgado
3. PUBLIC COMMENT ON CLOSED SESSION ITEMS: None
4. CLOSED SESSION:
a. Public Employee Performance Evaluation, Unrepresented Employee (CA Govt. Code Section 54957(b)) – City Manager
b. Real Property Negotiation (Govt. Code Section 54956.8) i. Property: Marina Animal Shelter, APN: 033-171-025-000 Negotiating Party: California State Parks
Negotiator(s): City Manager
Terms: Price and Terms
1 MINUTES for City Council Meeting of Wednesday, November 6, 2024 Page 2
6:30 PM - RECONVENE OPEN SESSION AND REPORT ON ANY ACTIONS TAKEN IN
CLOSED SESSION
City attorney reported out Closed Session: There was no reportable action taken
5. MOMENT OF SILENCE & PLEDGE OF ALLEGIANCE (Please stand)
6. SPECIAL PRESENTATIONS: None
7. COUNCIL AND STAFF ANNOUNCEMENTS:
• Mayor Delgado – commented on the election results for Measure U. While the yes votes lead, the Measure needs 67% of the votes to pass and thanked the team working on getting the word out on Measure U . Congratulations to councilmembers Biala and McAdams for winning their seats and c ongratulations to Mike Moeller, who ran a good campaign .
Commented on the MPUSD bond measure and its passing.
• Councilmember McAdams – Commented on the voter turnout for this election year and thanked the election poll workers for volunteering their time.
8. PUBLIC COMMENT: Any member of the public may comment on any matter within the City Council’s jurisdiction that is not on the agenda. This is the appropriate place to comment on items on the Consent Agenda. Action will not be taken on items not on the agenda. Comments are limited to a maximum of three (3) minutes. General public comment may be limited to thirty (30) minutes and/or continued to the end of the agenda. Any member of the public may comment on any matter listed on this agenda at the time the matter is being considered by the City Council.
Whenever possible, written correspondence should be submitted to the Council in advance of the meeting, to provide adequate time for its consideration. • Mike Moeller – Congratulated Councilmember McAdams. Had a good time having never run for office before. Said win or lose, I walked away from this with an experience that I'll never forget and willing to do it again.
9. CONSENT AGENDA FOR THE SUCCESSOR AGENCY TO THE FORMER MARINA REDEVELOPMENT AGENCY: Background information has been provided to the Successor Agency of the former Redevelopment Agency on all matters listed under the Consent Agenda, and these items are considered to be routine and non-controversial. All items under the Consent Agenda are normally approved by one motion. Prior to such a motion being made, any member of the public or City Council may ask a question or make a comment about an agenda item and staff may provide a response. If discussion or a lengthy explanation is required, the Council may remove an item from the Consent Agenda for individual consideration. If an item is pulled for discussion, it will be placed at the end of Other Action Items Successor Agency to the former Marina Redevelopment Agency.
10. CONSENT AGENDA: These items are considered to be routine and non -controversial.
All items under the Consent Agenda may be approved by one motion. Prior to such a motion being made, any member of City Council may ask a question or make a comment about an agenda item and staff may provide a response. If discussion or a lengthy explanation is required, Council may remove the item from the Consent Agenda and it will be placed at the end of Other Action Items.
a. ACCOUNTS PAYABLE: (Not a Project under CEQA per Article 20, Section 15378) (1) Accounts Payable Check Numbers 105513-105688, totaling $1,449,503.53 Accounts Payable Successor Agency Check Number 127, totaling $36,174.99 2 MINUTES for City Council Meeting of Wednesday, November 6, 2024 Page 3
b. MINUTES: (Not a Project under CEQA per Article 20, Section 15378) (1) April 30, 2024, Special Study Session
(2) October 15, 2024, Regular City Council Meeting
c. CLAIMS AGAINST THE CITY:
(1) Staff recommends that the City Council reject the following claim and direct sending appropriate notice of rejection to claimant: Cynthia Wills, for a claim received on October 4, 2024.
d. AWARD OF BID: None
e. CALL FOR BIDS: None
f. ADOPTION OF RESOLUTIONS: (Not a Project under CEQA per Article 20, Section 15378) (1) Adopting Resolution No. 2024-118, supporting the City’s application to the Pro housing Designation Program and the Pro Housing Incentive Grant Program.
(2) Adopting Resolution No. 2024 -119, consenting to waiver of potential conflict of interest in connection with Goldfarb & Lipman LLP’s representation of Interim, Inc. (“Developer”) related to the construction of the Marina Kai development in the City of Marina.
(3) Adopting Resolution No. 2024-120, amending the authorized position list converting a part -time Special Events Coordinator position to a full time Recreation Specialist position.
g. APPROVAL OF AGREEMENTS:
(1) Adopting Resolution No. 2024 -121, approving the Phase 3 North/Residential Public Improvement Agreement between the City of Marina and Shea Homes, LP, (“Developer”).
h. ACCEPTANCE OF PUBLIC IMPROVEMENTS: None
i. MAPS:
(1) Adopting Resolution No. 2024 -122, approving the Phase 3 North/Residential Final Map for The Dunes on Monterey Bay Development Project Subdivision and authorizing the City Clerk to execute the Final Map on behalf of City subject to final review and approval by the City Attorney.
j. REPORTS: (RECEIVE AND FILE):
(1) October 18, 2024, ReGen Board Meeting Recap.
k. FUNDING & BUDGET MATTERS: None
l. APPROVE ORDINANCES (WAIVE SECOND READING):
(1) Read by title only and consider adopting Ordinance No. 2024 -10, amending Title 17 ( Zoning Code) of the Marina Municipal Code, and amending the City of Marina Zoning Map, to implement the Downtown Specific Plan.
3 MINUTES for City Council Meeting of Wednesday, November 6, 2024 Page 4
m. APPROVE APPOINTMENTS: None
Councilmember McCarthy – questions for agenda items 10c(1) and 10l(1).
Councilmember McAdams – question for agenda items 10f(1).
MCADAMS/MCCARTHY: TO APPROVE THE CONSENT AGENDA . 5 -0-0-0 Motion Passes
11. PUBLIC HEARINGS: In the Council’s discretion, the applicant/proponent of an item may be given up to ten (10) minutes to speak. All other persons may be given up to three (3) minutes to speak on the matter.
a. City Council receive and file the Community Facilities District Report prepared by Goodwin Consulting; conduct a public hearing regarding the establishment of Community Facilities District No. 2024 -1 (The Dunes West Side Services) and the levy of special taxes within the CFD, and types of public services to be funded by the special taxes; a dopt Resolution No. 2024- 123, establishing the Dunes West Side Services CFD (the “ROF”) and calling a special election regarding the formation of the CFD and establishing an appropriations limit for the CFD ; confirm all ballots have been received; receive City Clerk certification of election results; adopt Resolution No. 2024-124, certifying election results; a dopt Ordinance No. 2024 -11, levying the special taxes ; adopt Resolution No. 2024 -125, approving a Services Funding Agreement with the Dunes Promenade Commercial Association and Marina Community Partners, LLC and an Indemnity Agreement with Marina Community Partners, LLC.
Mayor Pro Tem Visscher recused herself from this item due to conflict of interest.
Mayor Delgado opened the public hearing at 7:02pm for public comments. No public comments were made and the public hearing was closed at 7:35pm.
BIALA/MCADAMS: TO ADOPT RESOLUTOIN NO. 2024 -123, ESTABLISHING THE DUNES WEST SIDE SERVICES CFD (THE “ROF”) AND CALLING A SPECIAL
ELECTION REGARDING THE FORMATION OF THE CFD AND ESTABLISHING AN APPROPRIATIONS LIMIT FOR THE CFD; CONFIRM ALL BALLOTS HAVE BEEN RECEIVED; RECEIVE CITY CLERK CERTIFICATION OF ELECTION RESULTS . 4- 0-0-0 Motion Passes
BIALA/MCADAMS: TO ADOPT RESOLUTION NO. 2024 -124, A RESOLUTION OF
THE CITY COUNCIL OF THE CITY OF MARINA ACTING IN ITS CAPACITY AS A
LEGISLATIVE BODY OF THE CITY OF MARINA COMMUNITY FACILITIES DISTRICT NUMBER 2024-1, ALSO KNOWN AS THE DUNES WESTSIDE SERVICES, CERTIFYING THE RESULTS OF THE ELECTIONS HELD WITHIN THE DISTRICT . 4-0-0-0 Motion Passes
MCADAMS/BIALA: TO WAIVE FURTHER READING AND INTRODUCE BY TITLE
ONLY THE ORDINANCE OF THE CITY COUNCIL OF THE CITY OF MARINA
ACTING IN ITS CAPACITY AS THE LEGISLATIVE BODY OF THE CITY OF MARINA COMMUNITY FACILITIES DISTRICT NO. 2024 -1, ALSO KNOWN AS THE
DUNES WESTSIDE SERVICES AUTHORIZING THE LEVY OF SPECIAL TAXES WITHIN THE DISTRICT. 4-0-0-0 Motion Passes
4 MINUTES for City Council Meeting of Wednesday, November 6, 2024 Page 5
DELGADO/MCADAMS: TO ADOPT RESOLUTION NO. 2024 -125, APPROVING A
SERVICES FUNDING AGREEMENT AND INDEMNITY AGREEMENT REGARDING THE PROPOSED CITY OF MARINA COMMUNITY FACILITIES DISTRICT NO. 2024-1. ALSO KNOWN AS THE DUNES WESTSIDE SERVICES. 4-0-0-0 Motion Passes
12. OTHER ACTIONS ITEMS OF THE SUCCESSOR AGENCY TO THE FORMER MARINA REDEVELOPMENT AGENCY : Action listed for each Agenda item is that which is requested by staff. The Successor Agency may, at its discretion, take action on any items. Members of the public may be given up to three (3) minutes to speak.
13. OTHER ACTION ITEMS: Action listed for each Agenda item is that which is requested by staff. The City Council may, at its discretion, take action on any items. Members of the public may be given up to three (3) minutes to speak.
Note: No additional major projects or programs should be undertaken without review of the impacts on existing priorities (Resolution No. 2006-79 – April 4, 2006). a. Adopting Resolution No. 2024 -126, receiving a presentati on and authorizing the City Manager to enter into an agreement with Leathers and Associates, Inc. for design services, project management services and construction supervision for a new inclusive playground at Dunes City Park, not to exceed $1,707,771.00, subject to review and approval by the City Attorney.
Public Comments: None received
MCCARTHY/BIALA: TO ADOPT RESOLUTION NO. 2024 -126, AUTHORIZING THE
CITY MANAGER TO ENTER INTO AN AGREEMENT WITH LEATHERS AND ASSOCIATES, INC. FOR DESIGN SERVICES, PROJECT MANAGEMENT SERVICES
AND CONSTRUCTION SUPERVISION FOR A NEW INCLUSIVE PLAYGROUND AT DUNES CITY PARK, NOT TO EXCEED $1,707,771.00, SUBJECT TO REVIEW AND APPROVAL BY THE CITY ATTORNEY. 5-0-0-0 Motion Passes
b. Adopting Resolution No. 2024 -127, approving Amendment No. 8 to the agreement between City of Marina and Save The Whales of Seaside, California, to provide professional services for the city of marina’s storm water program, authorizing the finance director to make necessary accounting and budgetary entries, and authorizing the city manager to execute the agreement on behalf of the city subject to final review and approval by the city attorne y. (not a project under CEQA per Article 20 Section 15378 and under General Rule Article 5 Section 15061) Public Comments: None received
BIALA/VISSCHER: TO ADOPT RESOLUTION NO. 2024 -127, APPROVING AMENDMENT NO. 8 TO THE AGREEMENT BETWEEN CITY OF MARINA AND
SAVE THE WHALES OF SEASIDE, CALIFORNIA, TO PROVIDE PROFESSIONAL SERVICES FOR THE CITY OF MARINA’S STORM WATER PROGRAM,
AUTHORIZING THE FINANCE DIRECTOR TO MAKE NECESSARY ACCOUNTING
AND BUDGETARY ENTRIES, AND AUTHORIZING THE CITY MANAGER TO
EXECUTE THE AGREEMENT ON BEHALF OF THE CITY SUBJECT TO FINAL REVIEW AND APPROVAL BY THE CITY ATTORNEY ; AND HAVE STAFF TO COME BACK WITHIN 6 MONTHS WITH EDUCATIONAL MATERIAL ON NONA AND INVESTIGATE A SPAY AND NEUTER PROGRAM. 5-0-0-0 Motion Passes
5 MINUTES for City Council Meeting of Wednesday, November 6, 2024 Page 6
c. Receive a brief informational update on the status of the Mobile Vending Ordinance adopted on December 5, 2023. No action is required at this time.
Public Comments: None received
d. Presentation by city staff on the Cypress Knolls United States Environmental Protection Agency (US EPA) Brownfield Grants Opportunities.
Public Comments:
• John Sanders – asked if this was the only presentation the public will have to comment on before taking the next steps in the process. Are there particular types of input that you hope to receive from the public this evening? Commented on being able to initiate communication with the congressman's office and with other legislative offices in the state and hopes that you're able to maintain this type of dialogue at the legislative level. • Cristina Medina Dirksen – Gave kudos to staff. A sked if there were other grants out there once development begins? Would there be any preference given to local contractors or local marina residents or a housing program like we did with the Sea Haven development? Perfect opportunity for the public to engage. Would like to see more news flashes on the website.
14. COUNCIL & STAFF INFORMATIONAL REPORTS:
a. Monterey County Mayor’s Association [Mayor Bruce Delgado] Mayor Delgado provided an update on the Mayor ’s Association meeting. Stated County of Monterey will be doing a hiring freeze and seeking public input on what can be cut from the ir budget.
b. Council reports on meetings and conferences attended ( Gov’t Code Section 53232).
Councilmember McAdams – Attended the League of California Cit ies Annual meeting/expo on Oct 16-18.
Councilmember McCarthy – Attended a Defense Alliance breakfast last week, Defense Alliance is a nonprofit that has a mission to support and grow national security assets in the region.
City Manager Long – Marina hosted the Monterey Bay Area Manager ’s Group meeting at the end of October where I gave a presentation on Transition ing Marina and the other city managers were impressed by what Ma rina has done and doing. Updated Council on the Enhan ced Infrastructure F inancing District (EIFD) related to Joby Avia tion. C ounty adopted its EIFD policy and it’s problematic in that it really doesn't do a whole lot . Marina will be meeting with the County on December 16th to review the EIFD.
15. ADJOURNMENT: The meeting adjourned at 9:10 P.M.
Anita Sharp, Deputy City Clerk
ATTEST:
Bruce C. Delgado, Mayor
6 Agenda Item: 10c(1)
November 19, 2024
November 12, 2024 Agenda Item: 10e(1)
Honorable Mayor and Members City Council Meeting of the Marina City Council November 19, 2024
CITY COUNCIL TO CONSIDER ADOPTING RESOLUTION NO. 2024 -,
APPROVING ADVERTISING AND CALL FOR BIDS FOR THE GLORYA
JEAN TATE PARK IMPROVEMENTS PHASE 2 PROJECT.
REQUEST: It is requested that the City Council consider:
1. Adopting Resolution No. 2024-, for the approval to advertise and call for bids for the construction of the Glorya Jean Tate Park Improvements Phase 2 Project.
BACKGROUND:
In 2005 the City of Marina adopted a Parks and Recreation Facilities Master Plan. One of the key goals of this plan was to, “Prioritize the improvement of existing parks and development of new parks.” The City Council has prioritized the funding, design, and construction of city parks including the new Sea Haven Park and Dunes City Park and the renovation of the existing Glorya Jean Tate Park, Windy Hill Park, and Preston Park.
The funding for these parks improvements primarily comes from the Park Impact fee which is charged to each new residential building permit that is issued and is approximately $10,500 per single family unit. This fee provides for the development of new parks, impacted by the new homes being built.
Many public meetings and open houses have been held for improvements to city parks, particularly Sea Haven, Glorya Jean Tate and Dunes City Park. An open house on parks design was held on November 13th, 2018. At the open house, community members viewed plan sheets that showed the existing parks and bubble diagrams containing elements identified in master plans.
The parks concept plans were presented to a joint Public Works Commission and Recreation and Cultural Services Commission on February 21, 2019. The Commissioners received the presentation, heard comments from the public, and made recommendations for changes.
On April 9, 2019, the City Council passed Resolution 2019-36, receiving presentations on various park concept plans and provided comments. The revised concept plan for Glorya Jean-Tate Park served as a basis for the pump track and future park improvement designs. In subsequent meetings the council has approved final design plans for Sea Haven and Glorya Jean Tate Parks.
On August 3, 2022, Resolution 2022 -104, the City Council approved amendment 1 to the On - Call Landscape Architectural Services Agreement with Verde Design, Inc. for the design and preparation of construction documents for the Glorya Jean Tate Park Improvements Phase 2 Project. The project was put on hold while evaluating playground equipment on various City parks. Early this year the City staff worked with Verde and Kompan to check the viability of the play equipment purchased for the Sea Haven Park for the Glorya Jean Tate Park playground area.
The first phase of the Glorya Jean Tate Park was the construction of the Pump Track and Restroom Improvements. The City Council accepted completion of the Pump Track on October 17, 2023, Resolution No. 2023 -101. The Restroom Improvement was completed through the General Building On-Call Contract.
1 On June 8, 2024, Resolution 2024-71, the City Council approved the following:
• Final design of Sea Haven Park including relocating playground equipment originally purchased for Sea Haven Park to Glorya Jean Tate Park. • Final design of Glorya Jean Tate Park with provision s for staff to find a safer alternative for parking along Cardoza Avenue and relocation of the dog park for additional parking.
• Transfer of unexpended fund balance of approximately $1,813,136 from Glorya Jean Tate Park (Capital Project # QLP2119) to Sea Haven Community Park (Capital Project # QLP 2016).
On November 13, 2024 Tree Committee adopted Resolution No. 2024-04 (EXHIBIT B ), approved the removal of seven (7) non-native Lollypop trees (Myoporum Laetum). The project includes planting 52 evergreen trees from the approve tree list and arborist recommendations , sufficient to meet the 2:1 tree replacement requirement.
ANALYSIS:
The Glorya Jean Tate Park Improvements, Phase 2 project, shown on Illustrative plan, EXHIBIT A, highlights the following park elements;
• Dog Park, sectioned to separate the smaller dogs from that of the larger dogs. • Basketball court, two pickleball courts, exercise /fitness area and horseshoe/cornhole court.
• Picnic areas with pavilions.
• Open turf area and walkways in and around the park.
• Landscaping, including planting new 52 evergreen trees • Park entrances at Reservation Road and along Cardoza Avenue. • Parking extension (23 additional parking stalls) with Electric Vehicles ( EV) charging stations.
• Play area, using play equipment initially procured for the Sea Haven Community Park.
The work included in this call for bids is the construction of the park elements mentioned above, including infrastructure to support the installation of the playground and fitness equipment. The playground and fitness equipment, installation and necessary surfacing were purchased by the City directly from Kompan and not included in this call for bids.
Construction of the Glorya Jean Tate Park Improvements Phase 2 project will be coordinated and closely monitored to allow the construction of the park improvements and installation of playground equipment and fitness equipment smoothly minimizing conflicts and delays.
Staff reviewed traffic circulation, vehicles and pedestrians, along Cardoza Avenue adjacent to the park. On-street parking is not the safest option for overflow parking to support the park, but it is not uncommon. Path of travel sign “USE SIDEWALK AND CROSSWALKS TO GLORYA JEAN TATE PARK” will be installed along the on-street parking at the east side of Cardoza Avenue. Cardoza Avenue and Abdy intersection is currently two-way stop with Cardoza Avenue as through street. Staff will evaluate the intersection after the park opened and check if a four-way stop is warranted.
FISCAL IMPACT:
This action, approving advertising and call for bids, does not have fiscal impact. This is an approved CIP project with a funding amount of $ 1,700,000 (Prior Years), $3,150,000 (FY 2023- 2024), and $3,150,000 (FY 2024-25) for a total project funding of $8,000,000. 2 Resolution 2024 -71 authorized a transfer of unexpended fund balance of approximately $1,813,136 from Glorya Jean Tate Park (Capital Project # QLP2119) to Sea Haven Community Park (Capital Project # QLP 2016).
The Engineer’s Opinion of Probable Construction Cost for this project is $4,700,000. If an award is made for this project funding will come from Capital Project # QLP2119.
California Environmental Quality Act (CEQA)
This approval to advertise and call for bids for the construction of the Glorya Jean Tate Park Improvements Phase 2 Project is not a project as defined by the California Environmental Quality Act (CEQA) per Article 20 Section 15378 and under General Rule Article 5 Section 15061.
CONCLUSION:
This request is submitted to the City Council for consideration and input.
Respectfully submitted,
Elvira Morla-Camacho, P.E., QSD/P
Project Management Services
Wallace Group
REVIEWED/CONCUR:
Andrea M. Willer, Ed. D.
Recreation & Cultural Services Director
City of Marina
Layne P. Long
City Manager
City of Marina
3 RESOLUTION NO. 2024-
CITY COUNCIL TO CONSIDER ADOPTING RESOLUTION NO. 2024 -,
APPROVING ADVERTISING AND CALL FOR BIDS FOR THE GLORYA
JEAN TATE PARK IMPROVEMENTS PHASE 2 PROJECT.
WHEREAS, one of the key goals of the City of Marina Parks and Recreation Facilities Master Plan is to, “prioritize the improvement of existing parks and development of new parks.”; and
WHEREAS, the City Council has prioritized the funding, design, and construction of new city parks public and renovating existing city parks; and
WHEREAS, the parks concept plans were presented to a joint Public Works Commission and Recreation and Cultural Services Commission on February 21, 2019. The Commissioners received the presentation, heard comments from the public, and made recommendations for changes; and
WHEREAS, on April 9, 2019, the City Council passed Resolution 2019 -36, receiving presentations on park concept plans for Sea Haven Park and provided comments; and
WHEREAS, o n August 3, 2022, the City Council passed Resolution 2022 -104 approving amendment No. 1 to the On Call Landscape Architectural Services with Verde Design, Inc. to allow the design and preparation of bidding documents for the Glorya Jean Tate Park Improvements, Phase 2; and
WHEREAS, on January 26, 2023, a community outreach meeting was held to collect input on the proposed playground equipment. Early this year the City staff worked with Verde and Kompan to check the viability of the play equipment purchased for the Sea Haven Park for the Glorya Jean Tate Park playground area; and
WHEREAS, on June 8, 2024, Resolution 2024 -71, the City Council approved Final design of Glorya Jean Tate Park with provisions for staff to find a safer alternative for parking along Cardoza Avenue and relocation of the dog park for additional parking; and
WHEREAS, o n June 8, 2024, Resolution 2024 -71, the City Council approved Transfer of unexpended fund balance of approximately $1,813,136 from Glorya Jean Tate Park (Capital Project # QLP2119) to Sea Haven Community Park (Capital Project # QLP 2016); and
WHEREAS, the Glorya Jean Tate Park Improvements, Phase 2 project (QLP 2119) is included in the Capital Improvement Program with a budget of $8M; and
WHEREAS, on November 13, 2024 Tree Committee Resolution No. 2024-04, approved the removal of seven (7) non -native Lollypop trees ( Myoporum Laetum ).The project includes planting 52 evergreen trees from the approve tree list and arborist recommendations, sufficient to meet the 2:1 tree replacement requirement; and
WHEREAS, the Glory Jean Tate Park Improvements, Phase 2 project includes the following park elements; dog park, basketball court, two pickleball courts, exercise/fitness area and horseshoe/cornhole court, picnic areas with pavilions, open turf area, landscaping and walkways in and around the park, park entrances at Reservation Road and along Cardoza Avenue , parking extension with EV charging stations and playground area; and
4 Resolution No. 2024-
Page Two
WHEREAS, approval to advertise and call for bids for the construction of the Glorya Jean Tate Park Improvements Phase 2 Project is not a project as defined by the California Environmental Quality Act (CEQA) per Article 20 Section 15378 and under General Rule Article 5 Section 15061; and
NOW, THEREFORE BE IT RESOLVED by the City Council of the City of Marina that does hereby:
1. Approve to advertise and call for bids for the construction of the Glorya Jean Tate Park Improvements Phase 2 Project
PASSED AND ADOPTED by the City Council of the City of Marina at a regular meeting duly held on the 19th day of November 2024, by the following vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
_____________________________
Bruce C. Delgado, Mayor
ATTEST:
____________________________
Anita Sharp, Deputy City Clerk
5 C I T Y O F M A R I N A
NOTES:
THIS ILLUSTRATIVE PLAN IS FOR VISUAL INFORMATION ONLY, USE CONSTRUCTION SHEETS FOR EXECUTION OF WORK.
6 EXHIBIT B
7 EXHIBIT B
8 EXHIBIT B
9 EXHIBIT B
10 EXHIBIT B
11 EXHIBIT B
12 EXHIBIT B
13 EXHIBIT B
14 EXHIBIT B
15 EXHIBIT B
16 EXHIBIT B
17 EXHIBIT B
18 EXHIBIT B
19 EXHIBIT B
20 EXHIBIT B
21 EXHIBIT B
22 EXHIBIT B
23 EXHIBIT B
24 EXHIBIT B
25 EXHIBIT B
26 EXHIBIT B
27 EXHIBIT B
28 EXHIBIT B
29 EXHIBIT B
30 EXHIBIT B
31 EXHIBIT B
32 EXHIBIT B
33 November 11, 2024 Item No. 10f(1)
Honorable Mayor and Members City Council Meeting
of the Marina City Council of November 19, 2024
CITY COUNCIL TO CONSIDER ADOPTING RESOLUTION NO. 20 24-,
AUTHORIZING FUNDING FOR THE TWO VACANT AUTHORIZED
FIREFIGHTER POSITIONS AT A FULLY BURDENDED COST OF $270,00 0 ANNUALY.
RECOMMENDATION:
It is requested that the City Council:
1. Consider adopting Resolution No: 2024-, authorizing funding for the two vacant firefighter positions; and
2. The fully burdened cost for fiscal year 24/25 is estimated to be $135,000 and $270,000 annually; and
3. Authorize the Finance Director to make necessary accounting and budgetary entries to fund the two Firefighter positions.
BACKGROUND:
In 2020, Emergency Services Consulting International (ESCI) conducted a comprehensive Standards of Cover and Deployment analysis for the Marina Fire Department. The ESCI study analyzed the community and the associated risk and identified the need for two staffed engine companies, one station to cover the south end of the city and one to cover the north , with overlapping coverage throughout central Marina.
In 2021, City Gate Associates conducted a Fire Station Location Study in conjunction with the City of Seaside to explore the possibility of a joint station to serve both Cities. The study identified the need for a second staffed Marina Fire station. The study also concluded that a joint station would not provide the necessary coverage for the City of Marina.
The Marina Fire department operates on a three-shift schedule to provide coverage twenty-four hours a day, seven days a week. These shifts consist of three personnel at Station One and two personnel at Station Two. Staffing at Station One is sufficient for a “fully staffed engine company” while the limited staffing at Station Two constitutes “staffing for a squad”. This staffing model does not allow the Marina Fire Department to meet the OSHA Respiratory standard 29 CFR 1910.134 until automatic aid or mutual aid is received. In addition, the staffing is needed to help meet the minimum staffing as defined in National Fire Protection Agency (NFPA) 1710 and 1720.
At the regularly held meeting on December 19, 2023 , the City Council approved Resolution 2023-140, authorizing the staffing allocation plan to be amended adding 2 additional Division Chiefs and 3 Firefighter positions. The resolution also authorized the hiring of the 2 Division Chiefs and One Firefighter. For the other two firefighter positions , staff was authorized to apply for a Staffing for Adequate Fire and Emergency Response Grants (SAFER) grant and if not awarded, to come back to the City Council for funding.
ANALYSIS:
The City of Marina has made great strides towards providing the staffing and equipment necessary to provide basic fire protection for the citizens and visitors to the City of Marina. Some of the notable milestones include upgrading and expanding its aging fleet with new, modern fire apparatus, the purchasing of a new Fire Truck and the hiring of critical staffing necessary to perform our mission. The 1 hiring of the two Division Chiefs has made a momentous leap forward in our goal of providing adequate protection from fire and fire -related hazards as well as proper and adequate professional development for staff. Additionally, the Division Chiefs have also allowed us to enhance the level of service to the public by responding to additional emergency calls for service that we were unable to in the past. Fire departments depend on adequate staffing and deployment capabilities to respond to emergencies effectively and safely. With adequate staffing levels, the citizens and residents of our community will experience a reduction in response times and trained personnel assembled at the incident scene.
The City of Marina is a rapidly growing city. With the steadily increasing population along with the new hotels, business, homes , etc, the Fire Department has experienced a steady increase in calls for service. Over the past 10 years the calls for service have increased 72% and have doubled since 2008.
As development comes to fruition, the calls for service only increase more rapidly. The Department has also experienced a steady increase in overlapping calls (calls in which an engine company is committed, and a second call comes in.) As the call volume increases, so do the number of overlapping calls. In the last 10 years we have seen a 305% increase in the number of overlapping calls due to this increase in population and new construction.
The statistical data shows the yearly increase in calls for service correlates to extended response times.
The National Fire Protection Association (NFPA) standard response time for a medical aid is 5 minutes and for a fire is 5 minutes and 20 seconds. Our average response time is 7 minutes. We are also experiencing an increased demand for Inspections, Prevention Activities, Community Safety, School Education and Safety, Community Risk Reduction, Pre-Fire Planning, Training and Maintenance.
These two firefighter positions are important for the necessary staff needed for our department to provide essential services to the community. The firefighters will staff the 2nd engine company thereby providing the city with two fully staffed engine companies . Engine companies with the proper staffing allows Firefighters to provide proper lifesaving services and engage in fire suppression efforts to extinguish fires with a minimum loss of life, damage to the environment and to minimize property damage. The firefighters are also needed for the Truck staffing, the Truck cannot be put in service with only 2 people for staffing. The two Firefighters will fill the vacant positions as shown in yellow on the organizational chart below.
2 FISCAL IMPACT:
The estimated fully burdened salary impact to the Fiscal Year 24/25 budget is $135,000, the estimated annual fiscal impact is $270,000. The mid-cycle budget identified the firefighter positions and the costs.
At that time, it was estimated that there would be approximately $1 million in revenues to support new on-going expenditures. If this item is approved this evening, along with the requests for the public works asset management and citizen relationship management (CRM) software systems; and the Police Body- Worn and Vehicle Camera Project, the revised estimated on -going operating surplus is projected to be $485,000.
CONCLUSION:
This request is submitted for City Council consideration and possible action.
Respectfully submitted,
____________________________
Doug McCoun
Fire Chief
City of Marina
REVIEWED/CONCUR:
____________________________
Tori Hannah
Finance Director
City of Marina
_____________________________
Layne P. Long
City Manager
City of Marina
3 RESOLUTION NO. 2024-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MARINA AUTHORIZING
FUNDING FOR THE TWO VACANT AUTHROIZED FIREFIGHTER POSITIONS AT A FULLY BURDENDED COST OF $270,000 ANNUALY.
WHEREAS, it is important for the city to provide basic fire protection services, and;
WHEREAS, the hiring of two vacant Firefighters is necessary to staff our Fire Truck and to assist with staffing and deployment capabilities in order to respond to emergencies, assuring that our communities have adequate protection from fire and fire related hazards, and;
WHEREAS, the staffing will support our department’s efforts to meet the minimum staffing as defined in National Fire Protection Agency (NFPA) 1710 and 1720, as well as OSHA Respiratory standard 29 CFR 1910.134(g)(4)(ii), and;
WHEREAS, the fire department is requesting that the City Council authorize filling the two vacant Firefighter positions, and;
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Marina does hereby:
1. Adopt Resolution No: 2024- authorize the hiring of two firefighters to fill two authorized vacant firefighter positions, and;
2. The fully burdened cost for fiscal year 24/25 is estimated to be $135,000 and $270,000 annually and;
3. Authorize the Finance Director to make necessary accounting and budgetary entries to fund two (2) vacant Firefighter positions.
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Marina duly held on the 19th day of November 2024 by the following vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
________________________
Bruce C. Delgado, Mayor
ATTEST:
_______________________________
Anita Sharp, Deputy City Clerk
4 November 10, 2024 Item No. 10g(1)
Honorable Mayor and Members City Council Meeting
of the Marina City Council of November 19, 2024
CITY COUNCIL CONSIDER ADOPTING RESOLUTION NO. 202 4-,
AUTHORIZING THE CITY MANAGER TO ENTER INTO AN
AGREEMENT WITH EMC PLANNING GROUP, INC. TO PREPARE
PLANS, ENVIRONMENTAL REVIEW DOCUMENTS, AND PERMIT
APPLICATIONS FOR IMPROVEMENTS TO THE AMENITIES AND
COASTAL TRAIL AT FORT ORD DUNES STATE PARK , NOT TO
EXCEED $800,000.00, SUBJECT TO REVIEW AND APPROVAL BY THE CITY ATTORNEY.
RECOMMENDATION:
It is recommended that City Council consider:
1. Adopting Resolution No. 2024-, authorizing the City Manager to enter into an agreement with EMC Planning Group, Inc. to prepare plans, environmental review documents, and permit applications for the improvements to the amenities and coastal trail at Fort Ord Dunes State Park, not to exceed $ 800,000.00, subject to review and approval by the City Attorney.
BACKGROUND:
In early 2023 staff became aware of the possible grants available from the California State Coastal Conservancy (SCC) for improving access to the coast and beaches.
On September 28, 2023, City staff met with representatives from the SCC and toured the four primary beach access points in Marina: Fort Ord Dunes State Park, Lake Drive and Lake Court, Marina State Beach, and North Marina Beach at Dunes Drive.
SCC concluded that Marina could qualify for these grants and encouraged City staff to apply for an SCC grant with a focus on beach access improvements at the Fort Ord Dunes State Park. The Fort Ord Dunes State Park location provides the only coastal access point in the southern portion of the City, including for students at California State University Monterey Bay, and is the only site that does not require visitors to walk over extended stretches of unimproved sandy trails and over steep dunes to access the beach. The site’s large parking lot also serves as a trailhead for pedestrians and cyclists accessing the California Coastal Trail.
On December 19, 2023, City Council authorized the City Manager to enter into a professional services agreement with EMC Planning Group, Inc. for the preparation of the grant application to the California Coastal Conservancy for funding coastal access trail improvements at the Fort Ord Dunes State Park.
On April 16, 2024, City Council passed Resolution 2024-34, accepting the grant of funds from the State Coastal Conservancy for the Monterey Bay Coastal Trail – Fort Ord Dunes State Park access improvements.
On June 6, 2024, the City of Marina was awarded $800,000 in funding from the SCC to prepare plans, environmental review documents, and permit applications for improvements to the amenities and coastal trail at Fort Ord Dunes State Park.
On October 4, 2024, SCC approved the Work Program developed by EMC Planning Group, Inc. for the Monterey Bay Coastal Trail – Fort Ord Dunes State Park Access Improvement project. 1 ANALYSIS:
While the City of Marina has four coastal access points, all four have difficult terrain due to the shifting sand and topography of the dunes. The result is that many Marina residents and visitors must travel to a neighboring city to enjoy the beach.
The City of Marina community will benefit from this planning project by designing trail improvements to enhance access to the coast for residents, visitors from the region, local tribes, CSUMB students and specifically, those with mobility challenges. In s hort, i mproving coastal access in Marina will enhance the quality of life for residents and visitors alike.
EMC Planning Group, Inc. has been critical in advancing the City’s aspiration to improve coastal access for residents and visitors by preparing the pre -application, application, and work program which were all approved by the SCC.
The approved work program includes the following primary elements and will include evaluations of opportunities to provide accessible access improvements wherever feasible:
• Develop and implement community and tribal engagement plans to ensure community members, including tribes, students, and disadvantaged community members have a voice throughout the planning process in the scope and design of the proposed improvements. • Parking lot and trailhead circulation improvements.
• Existing beach trail improvements and stormwater run-off improvements. o Evaluating adding steps to trailhead or slightly re -routing trailhead south, with a gentler slope.
• Interpretive and wayfinding signage.
• Twin vault restrooms.
• Existing viewing area improvements (near restroom) and new viewing platform and day - use area (above beach trailhead) (e.g. shade structure, seat wall, tables, bike racks and bike repair station).
• Dumpster enclosure.
Entering into this agreement, allows EMC Planning Group, Inc. to complete the work program approved by SCC.
FISCAL IMPACT:
This project will be funded by the SCC grant of $800,000.00.
California Environmental Quality Act (CEQA)
The presentation and agreement are not a project as defined by the California Environmental Quality Act (CEQA) per Article 20 Section 15378 and under General Rule Article 5 Section 15061.
CONCLUSION:
This request is submitted to the City Council for consideration.
Respectfully submitted,
Andrea Willer, Ed.D.
Recreation & Cultural
Services Director
City of Marina
REVIEW/CONCUR
Layne P. Long
City Manager
City of Marina
2 RESOLUTION NO. 2024-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MARINA
AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT WITH EMC PLANNING GROUP, INC. TO PREPARE PLANS,
ENVIRONMENTAL REVIEW DOCUMENTS, AND PERMIT APPLICATIONS
FOR IMPROVEMENTS TO THE AMENITIES AND COASTAL TRAIL AT
FORT ORD DUNES STATE PARK, NOT TO EXCEED $800,000.00, SUBJECT TO REVIEW AND APPROVAL BY THE CITY ATTORNEY.
WHEREAS, On September 28, 2023, City staff met with representatives from the State Coastal Conservancy (SCC) and toured the four primary beach access points in Marina: Fort Ord Dunes State Park, Lake Drive and Lake Court, Marina State Beach, and North Marina Beach at Dunes Drive; and
WHEREAS, SCC concluded that Marina could qualify for these grants and encouraged City staff to apply for an SCC grant with a focus on beach access improvements at the Fort Ord Dunes State Park; and
WHEREAS, On December 19, 2023, City Council authorized the City Manager to enter into a professional services agreement with EMC Planning Group, Inc. for the preparation of the grant application to the California Coastal Conservancy for funding coastal access trail improvements at the Fort Ord Dunes State Park; and
WHEREAS, On April 16, 2024, City Council passed Resolution 2024 -34, approving the grant of funds from the State Coastal Conservancy for the Monterey Bay Coastal Trail – Fort Ord Dunes State Park access improvements; and
WHEREAS, On June 6, 2024, the City of Marina was awarded $800,000. In funding from the SCC to prepare plans, environmental review documents, and permit applications for improvements to the amenities and coastal trail at Fort Ord Dunes State Park; and
WHEREAS, On October 4, 2024, SCC approved the Work Program developed by EMC Planning Group, Inc. for the Monterey Bay Coastal Trail – Fort Ord Dunes State Park Access Improvement project; and
NOW, THEREFORE BE IT RESOLVED by the City Council of the City of Marina that does hereby:
1. Authorize the City Manager to enter into an agreement with EMC Planning Group, Inc. to prepare plans, environmental review documents, and permit applications for the improvements to the amenities and coastal trail at Fort Ord Dunes State Park, not to exceed $800,000.00, subject to review and approval by the City Attorney.
PASSED AND ADOPTED by the City Council of the City of Marina at a regular meeting duly held on the 19th day of November 2024, by the following vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
_____________________________
Bruce C. Delgado, Mayor
ATTEST:
____________________________
Anita Sharp, Deputy City Clerk
3 November 12,2024 Item No. 10g(2)
Honorable Mayor and Members City Council Meeting
of the Marina City Council of November 19, 2024
CITY COUNCIL TO CONSIDER ADOPTING RESOLUTION NO. 2024 -, TO APPROVE AGREEMENTS WITH: (1) MOTOROLA FOR
INTEGRATED SUITE OF ADV ANCED SURVEILLANCE AND
OPERATIONAL TECHNOLOGIES; (2) PERGRINE INTEGRATION FOR
DATA CONNECTIVITY FOR SEAMLESS EVIDENCE SHARING,
REPORTING AND OPERATIONAL EFFICIENCY; AND (3) AXON TASER
FOR UPGRADES TO SECURE ADV ANCE D TASER FUNCTIONALITY
WITHIN AN INTEGRATED DATA ECOSYSTEM; WA IVE THE
COMPETITIVE BIDDING PROCE SS PURSUANT TO SECTION 3.16.040 OF THE MUNICIPAL CODE; AUTHORIZE THE FINANCE DIRECTOR
TO MAKE NECESSARY ACCOUNTING AND BUDGETARY ENTRIES;
AND AUTHORIZE THE CITY MANAGER TO NEGOTIATE AND
EXECUTE THE AGREEMENTS SUBJECT TO REVIEW AND APPROV AL
BY THE CITY ATTORNEY
RECOMMENDATION
It is recommended that the City Council adopt Resolution No. 2024- :
1) Approving the following:
a) A 5-year agreement with Motorola for an integrated suite of advanced surveillance and operational technologies for a total contract price of $369,580.81 (EXHIBIT A), subject to annual budgetary appropriations;
b) A 5 -year agreement with Peregrine Integration, ensuring critical data connectivity for seamless evidence sharing, reporting, and operational efficiency for a total contract price of $217,500 (EXHIBIT B), subject to annual budgetary appropriations; and c) An agreement with Axon Taser for upgrades as a one -time expense, securing advanced Taser functionality within an integrated data ecosystem for a cost of $172,480.66 (EXHIBIT C);
2) Waiving competitive bid process pursuant to Section 3.16.040 , finding that competitive bidding would be unavailing, would not produce an advantage and would not be in the public interest due to: (a) the specialized integration between Motorola, Peregrine, and Axon systems; (b) recognition that Peregrine and Axon Taser are sole source providers due to their unique capabilities; and (c) competitive pricing for Motorola systems secured through Sourcewell’s cooperative purchasing agreement, which reflects a lower cost than bids available through the clearinghouse;
3) Authorizing the Finance Director to make necessary accounting and budgetary entries; and 4) Authorizing the City Manager to execute the agreements subject to review and approval by the City Attorney.
BACKGROUND
The Marina Police Department faces operational challenges due to outdated and siloed equipment, including unsupported body cameras, obsolete Tasers, and the absence of in-car cameras. Existing systems like MARK 43 RMS, CAD Dispatching, and Flock ALPR operate independently , causing inefficiencies in data sharing, reporting, and real-time decision-making.
1 This proposal addresses these deficiencies by integrating Motorola technologies, including M500 and V700 cameras, Flock ALPR, MARK 43 RMS, CAD Dispatching and Axon Tasers , connected through Peregrine’s advanced data -sharing platform . This cohesive system will enhance interoperability, allowing seamless communication between components and improving the accuracy and efficiency of critical reports, such as the Annual Police Department Crime Report.
These upgrades are essential to improving officer safety, operational efficiency, and public accountability while ensuring the department’s infrastructure is prepared to meet current and future policing needs. The unified platform will enable data-driven decision-making and support a more effective approach to community safety.
ANALYSIS
1. Objectives of the Integrated Upgrades
• Enhanced Officer Safety : AI-driven analytics and seamless connectivity provide real - time situational awareness.
• Increased Transparency and Accountability : High -quality, synchronized evidence captured across all devices.
• Streamlined Evidence Management : Unified access to data through Peregrine reduces manual workloads and ensures synchronized record-keeping across departments. • Comprehensive Incident Documentation : By integrating Motorola’s M500 in -car system, V700 body cameras, and Flock ALPR systems with Peregrine, the department achieves multi-angle documentation and live data sharing, critical for efficient response and thorough post-incident analysis.
2. Essential Technologies and Peregrine Integration
The success of Marina PD’s surveillance and operational systems hinges on the interdependency of Motorola’s M500 and V700 systems, Flock ALPRs, Axon Tasers, and the Peregrine Platform:
• Motorola M500 System (In -Car Cameras) : The M500 captures high -definition, evidence-grade video inside and outside patrol vehicles, offering both AI -driven threat detection and live monitoring. This video system is directly integrated into the Peregrine Platform, allowing secure, real-time data uploads accessible across devices and platforms. • Motorola V700 Body Cameras: Synchronized with the M500, the V700 captures officer encounters from multiple perspectives. Through Peregrine, these cameras enable incident documentation that can be shared and reviewed alongside in -car footage, providing cohesive incident narratives and uninterrupted data continuity. • Flock ALPR Systems : Designed to identify and track flagged vehicles, Flock ALPR integrates with Peregrine to instantly link license plate data with other incident records, effectively alerting officers to potential threats in real time and enhancing situational awareness.
• Axon Taser Upgrades : Axon’s Tasers offer automated video activation upon use, integrating crucial documentation into Peregrine’s evidence management ecosystem.
Peregrine is essential for docking and accessing Taser-generated footage, ensuring it syncs with Motorola’s body and in -car camera systems and providing officers with reliable, unified access to all incident data.
3. Cost and Vendor Analysis: A Cohesive Solution with Motorola and Peregrine To deliver a robust, future -ready solution, the department evaluated Motorola, Axon, and LensLock. Motorola’s offering, enhanced by Peregrine, stood out as the only solution capable of fully integrating all necessary components into a cohesive ecosystem. 2 Vendor Core Technologies Evaluation
Motorola
M500 in-car cameras, V700 body
cameras, Flock ALPR, Peregrine
Platform
Best value; includes essential interdependent
integrations across all systems, meeting
operational and reporting needs
Axon Body cameras, in -car cameras,
Taser data
High cost ($1,088,334.45 over five years) and
lacks Peregrine’s critical data integration, limiting
cohesive functionality
LensLock Basic body and in -car cameras
with data storage
Lower cost, lacks reliability and does not offer
interdependent integrations necessary for the
department’s objectives
Why Motorola and Peregrine Provide a Superior Solution:
• Essential Interdependent Integration : Motorola’s M500 and V700 cameras, Flock ALPR, and Axon Taser systems all depend on Peregrine’s seamless connectivity. Without Peregrine, critical data-sharing and device integration would be compromised, resulting in isolated data and incomplete incident documentation. Peregrine ensures all devices communicate effectively, generating synchronized, reliable records that eliminate manual gaps.
• Unified Evidence Access: By serving as a central repository, Peregrine enables officers and command staff to instantly access and share synchronized evidence from Motorola’s cameras and Axon Tasers. This connected framework ensures complete and accessible evidence for reporting, investigations, and annual community crime reports. • Scalability with Motorola : Motorola’s system is designed for long -term scalability, allowing the department to add new devices, increase storage, or expand functionality as policing needs evolve. Future upgrades and integrations with emerging technologies are readily accommodated within Motorola’s ecosystem.
4. Financial Overview (Including Tax) and Budget Alignment Component Fiscal Year 24/25
Cost Annual Cost Total Five -
Year Cost
Motorola Solutions (with tax) $73,916.16 $73,916.16 $369,580.81 Peregrine Integration (with tax) $43,500.00 $43,500.00 $217,500.00 Axon Taser Upgrades (One -Time
with tax) $172,480.66 - $172,480.66
Total Project Cost $289,896.82 $117,416.16 $759,561.47
Budget Impact: This proposal remains within the allocated $760,000 City Capital Improvement Fund budget (HSF 2323) . The five-year cost for the Motorola contract of $369,580 is amortized equally over the contract period for an annual cost of $73,916. The remaining four-year costs of $295,665 will be transferred to the Vehicle and Equipment Replacement Fund to assist with smoothing the replacement of the body-worn and vehicle cameras. The upfront purchase of Axon Tasers secures budget predictability and avoids recurring financing fees, ensuring future- ready integration.
5. The Role of Peregrine in System Connectivity and Annual Reporting:
Peregrine is the technological backbone enabling Marina PD’s integrated surveillance and reporting framework:
3 • Seamless Data Connectivity Across All Platforms : Peregrine acts as a unified hub, allowing Motorola M500 and V700 systems, Axon Tasers, and Flock ALPRs to connect seamlessly. This integration is critical for collecting incident data, analyzing patterns, and providing real-time situational awareness.
• Automated Annual Crime Reports : The ability to generate reliable, automated reports from unified data is essential for public transparency and accountability. Without Peregrine, the manual data aggregation needed to produce community crime reports would be time-consuming and prone to errors, limiting the department’s responsiveness to the community’s safety concerns.
• Future Scalability and Expansion: Peregrine’s architecture supports seamless scalability, allowing for future integration of additional devices, storage, and analytical tools.
Motorola’s open-ended infrastructure ensures that as technology advances, Marina PD will be able to integrate new tools without disrupting existing operations or facing compatibility issues.
BENEFITS OF THE 5-YEAR PLAN
1. Essential System Connectivity : Peregrine unifies Motorola’s M500 and V700 cameras, Axon Taser, and Flock ALPR into a single system, ensuring seamless data -sharing and cohesive evidence management.
2. Predictable Costs and Continuous Upgrades: Motorola’s fixed 5-year pricing, inclusive of technology refreshes, eliminates the risk of annual cost increases and ensures Marina PD is equipped with the latest technology.
3. Enhanced Data Accessibility for Annual Reporting: Automated crime reports, based on reliable, unified data, provide transparency and foster public trust.
Scalable Infrastructure: Motorola’s ecosystem is designed for growth, with future integration capabilities that support additional devices, data points, and emerging technologies.
SUMMARY
Motorola’s comprehensive 5-year agreement, coupled with Peregrine’s essential data-sharing platform, offers the only viable solution to meet the Marina Police Department’s interconnected technology needs. This plan secures the department’s ability to produce accurate crime reports, enhance community trust, and ensure operational readiness for future demands.
FISCAL IMPACT
There are sufficient funds in the Fiscal Year 2024-25 Capital Improvement Fund Budget (HSF 2323) to support this project. The remaining $295,665 that is associated with the Motorola Agreement will be transferred to the Vehicle and Equipment Replacement Fund to assist with funding future replacement costs for the body-worn and vehicle cameras. The upgrades will modernize the department’s capabilities within the allocated budget, addressing urgent safety and operational gaps and providing essential, interconnected systems to enhance public safety. The upgrades will modernize the department’s capabilities within the allocated budget, addressing urgent safety and operational gaps and providing essential, interconnected systems to enhance public safety.
Funding Source Amount
Motorola Agreement $369,580.81
Peregrine Integration $217,500.00
Axon Taser Upgrades (One-Time) $172,480.66
Total $759,561.47
4 CONCLUSION:
This request is submitted for City Council consideration and possible action.
Respectfully submitted,
____________________________
Randy Hopkins
Chief of Police
City of Marina
REVIEWED/CONCUR:
_____________________________
Layne Long
City Manager
City of Marina
5 RESOLUTION NO. 2024-XX
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MARINA APPROVING AGREEMENTS WITH: (1) MOTOROLA FOR INTEGRATED SUITE OF ADVANCED SURVEILLANCE AND OPERATIONAL TECHNOLOGIES; (2) PERGRINE
INTEGRATION FOR DATA CONNECTIVITY FOR SEAMLESS EVIDENCE SHARING, REPORTING AND OPERATIONAL EFFICIENCY; AND (3) AXON
TASER FOR U PGRADES TO SECURE ADVANCED TASER FUNCTIONALITY WITHIN AN INTEGRATED DATA ECOSYSTEM; WAIVING THE COMPETITIVE BIDDING PROCESS PURSUANT TO SECTION 3.16.040 OF THE MUNICIPAL CODE; AUTHORIZING THE FINANCE D IRECTOR TO MAKE NECESSARY ACCOUNTING AND BUDGETARY ENTRIES; AND AUTHORIZING THE CITY
MANAGER TO NEGOTIATE AND EXECUTE THE AGREEMENTS SUBJECT TO REVIEW AND APPROVAL BY THE CITY ATTORNEY.
WHEREAS, the Marina Police Department operates with outdated surveillance equipment, Tasers, and lacks an integrated data -sharing platform, limiting operational efficiency, officer safety, and the ability to produce comprehensive annual crime reports for the community; and
WHEREAS, the proposed upgrades include Motorola’s M500 in-car camera system, V700 body cameras, Automated License Plate Recognition (ALPR) systems, and the Peregrine Platform, which provides seamless data-sharing between CAD, RMS, body -worn cameras, in-car cameras, and ALPR systems; and
WHEREAS, Axon Tasers with automated video activation and docking functionality require integration with Motorola systems and Peregrine to ensure synchronized evidence management and operational continuity; and
WHEREAS, the Peregrine Platform is critical for unifying data from all systems, enabling seamless evidence access, comprehensive incident reporting, and the production of the Police Department’s annual community crime report; and
WHEREAS, Motorola’s five-year agreement ensures cost predictability with fixed 2024 pricing, technology refreshes, and ongoing support to maintain a scalable, future -ready surveillance ecosystem; and
WHEREAS, the Marina Police Department obtained a quote for Motorola systems through cooperative purchasing agreements facilitated by Sourcewell, which conducts a competitive bidding process specifically for firefighter and first responder equipment. The unique, l egacy customer quote provided directly to the Marina Police Department was lower than all other bids listed within Sourcewell’s cooperative purchasing clearinghouse, supporting the decision to proceed with Motorola; and
WHEREAS, Peregrine and Axon Taser are designated as sole source providers. The specialized integrations required to connect Axon Taser systems to Motorola’s surveillance technologies and the Peregrine Platform support the determination that competitive bidding wo uld be unavailing and not in the public interest; and
WHEREAS, the combined total cost of $759,561.47, including tax, for Motorola systems, Peregrine integration, and Axon Tasers, remains within the allocated $760,000 budget; and
6 Resolution No. 2024-
Page Two
WHEREAS, Section 3.16.040 of the City’s Municipal Code provides an exception to competitive bidding when such bidding would not produce an advantage and would not be in the public interest, as demonstrated by the specialized integration requirements of the proposed systems.
NOW, THEREFORE, BE IT RESOLVED , that the City Council of the City of Marina does hereby:
1) Approve the following:
a) A 5-year agreement with Motorola for an integrated suite of advanced surveillance and operational technologies for a total contract price of $369,580.81, subject to annual budgetary appropriations;
b) A 5 -year agreement with Peregrine Integration, ensuring critical data connectivity for seamless evidence sharing, reporting, and operational efficiency for a total contract price of $217,500, subject to annual budgetary appropriations; and c) An agreement with Axon Taser for upgrades as a one -time expense, securing advanced Taser functionality within an integrated data ecosystem for a cost of $172,480.66;
2) Waive competitive bid process pursuant to Section 3.16.040, finding that competitive bidding would be unavailing, would not produce an advantage and would not be in the public interest due to: (a) the specialized integration between Motorola, Peregrine, and Axo n systems; (b) recognition that Peregrine and Axon Taser are sole source providers due to their unique capabilities; and (c) competitive pricing for Motorola systems secured through Sourcewell’s cooperative purchasing agreement, which reflects a lower cost than bids available through the clearinghouse;
3) Authorize the Finance Director to make necessary accounting and budgetary entries; and
4) Authorize the City Manager to execute the agreements subject to review and approval by the City Attorney.
PASSED AND ADOPTED by the City Council of the City of Marina at a regular meeting duly held on the 19th of November 2024 by the following vote:
AYES, COUNCIL MEMBERS:
NOES, COUNCIL MEMBERS:
ABSENT, COUNCIL MEMBERS:
ABSTAIN, COUNCIL MEMBERS:
_________________________
Bruce C. Delgado, Mayor
ATTEST:
______________________________
Anita Sharp, Deputy City Clerk
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Motorola Solutions Customer Agreement
This Motorola Solutions Customer Agreement (the “MCA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity set forth in the signature block below (“ Customer”). Motorola and Customer will each be referred to herein as a “ Party” and collectively as the “ Parties”. This Agreement (as defined below) is effective as of the date of the last signature (the “Effective Date”).
Section 1. Agreement.
1.1. Scope; Agreement Documents. This MCA governs Customer’s purchase of Products and Services (as each are defined below) from Motorola. Additional terms and conditions applicable to specific Products and Services are set forth in one or more Motorola prepared or agreed upon addenda attached to this MCA (each an “ Addendum”, and collectively the “ Addenda”). This MCA, the Exhibits, Addenda, and Motorola-provided Proposal collectively form the Parties’ “Agreement”.
1.2. Attachments. The Exhibits listed below will be attached hereto and incorporated into and made a part of this Agreement:
Exhibit A “Payment” (Communications System purchase only) Exhibit B Motorola Proposal dated __________________
Exhibit C “System Acceptance Certificate” (Communications System only)
1.3. Order of Precedence. In interpreting this Agreement and resolving any ambiguities: 1) the main body of this Agreement takes precedence over the exhibits (unless otherwise specified in an exhibit), and any inconsistency between Exhibits A through C will be resolved in their listed order, and 2) Each Addendum will control with respect to conflicting terms in the Agreement, but only as applicable to the Products and Services described in such Addendum.
Section 2. Definitions.
“Authorized Users” means Customer’s employees, full-time contractors engaged for the purpose of supporting the Products and Services that are not competitors of Motorola, and the entities (if any) specified in a Proposal or otherwise approved by Motorola in writing (email from an authorized Motorola signatory accepted), which may include affiliates or other Customer agencies. “Change Order” means a written amendment to this Agreement after the effective date that alters the work, the contract sum, the contract time, or other change mutually decided between the Parties. “Communications System” is a solution that includes at least one radio Product, whether devices, software, or infrastructure, and requires Integration Services to deploy such radio Product at a Customer Site or onto any Customer-Provided Equipment or Equipment provided to Customer. “Contract Price” means the price for the Communications System and implementation Services, excluding applicable sales or similar taxes and freight charges. Further, unless otherwise stated in Exhibit A “Payment” or the pricing pages of the Proposal, recurring fees for ma intenance, SUA, or Subscription Software are included in the Contract Price. “Confidential Information” means any and all non -public information provided by one Party to the other that is disclosed under this Agreement in oral, written, graphic, machine recognizable, or sample form, being clearly designated, labeled or marked as confidential or its equivalent or that a reasonable business person would consider non-public and confidential by its nature. With respect to Motorola,
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Confidential Information will also include Products and Services, and Documentation, as well as any other information relating to the Products and Services. “Customer Contact Data” has the meaning given to it in the DPA. “Customer Data” has the meaning given to it in the DPA. “Customer-Provided Equipment ” means components, including equipment and software, not provided by Motorola which may be required for use of the Products and Services. “Data Processing Addendum” or “DPA” means the Motorola Data Processing Addendum applicable to processing of Customer Data for US customers, as updated, supplemented, or superseded from time to time. The DPA is located at https://www.motorolasolutions.com/content/dam/msi/docs/msi- standards_terms-
conditions/motorola_solutions_united_states_data_processing_addendum_online_version.pdf and is incorporated into and made a part of this Agreement for all purposes pertaining to the contents of the DPA. Where terms or provisions in the Agreement conflict with terms or provisions of the DPA, the terms or provisions of the DPA will control with respect to the contents of the DPA. “Documentation” means the documentation for the Equipment, software Products, or data, that is delivered with the Products and Services that specifies technical and performance features, capabilities, users, or operation, including training manuals, and other deliverables , such as reports, specifications, designs, plans, drawings, analytics, or other information. “Equipment” means hardware provided by Motorola.
“Equipment Lease-Purchase Agreement” means the agreement by which Customer finances all or a portion of the Contract Price.
“Feedback” means comments or information, in oral or written form, given to Motorola by Customer or Authorized Users, including their end users, in connection with or relating to the Products or Services;
“Fees” means charges applicable to the Products and Services. “Integration Services” means the design, deployment, and integration Services provided by Motorola in order to design, install, set up, configure, and/or integrate the applicable Products as agreed upon by the Parties.
“Licensed Software” means licensed software which is either preinstalled on Equipment or installed on Customer-Provided Equipment and licensed to Customer by Motorola for a perpetual or other defined license term.
“Maintenance and Support Services” means the break/fix maintenance, technical support, or other Services (such as software integration Services) described in the applicable statement of work. “Motorola Data” means data owned or licensed by Motorola and made available to Customer in connection with the Products and Services;
“Motorola Materials” means proprietary software, tools, data, and other materials, including designs, utilities, models, methodologies, systems, and specifications, which Motorola has developed or licensed from third parties (including any corrections, bug fixes, enhancements , updates, modifications, adaptations, translations, de -compilations, disassemblies, or derivative works of the
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foregoing, whether made by Motorola or another party). Products and Services, Motorola Data, Third- Party Data, and Documentation, are considered Motorola Materials “Non-Motorola Materials” means collectively, Customer or third-party software, services, hardware, content, and data that is not provided by Motorola.
“Proposal” means solution descriptions, pricing, equipment lists, statements of work (“SOW”), schedules, technical specifications, quotes, and other documents setting forth the Products and Services to be purchased by Customer and provided by Motorola. The Proposal may also include an ATP, Acceptance Test Plan, depending on the Products and Services purchased by Customer. “Products” or “Product” is how the Equipment, Licensed Software, and Subscription Software being purchased by the Customer will collectively be referred to in this Agreement (collectively as “Products”, or individually as a “Product”).
“Professional Services” are Services provided by Motorola to Customer under this Agreement the nature and scope of which are more fully described in the Proposal and Section 2.2.5 of this Agreement.
“Prohibited Jurisdiction” means any jurisdiction in which the provision of such Products and Services is prohibited under applicable laws or regulations. “Process” or “Processing” have the meaning given to them in the DPA “Services” means services related to purchased Products as described in the Proposal. “Service Completion Date” means the date of Motorola’s completion of the Services described in a Proposal.
“Service Use Data” has the meaning given to it in the DPA. “Site” or “Sites” means the location where the Integration Services or Maintenance and SUpport Services will take place.
“Software System” means a solution that includes at least one software Product and requires Integration Services to deploy such software Product at a Customer Site or onto any Customer - Provided Equipment or Equipment provided to Customer.
“SUA” or “SUA II” means Motorola’s Software Upgrade Agreement program. “Subscription Software” means licensed cloud -based software -as-a-service products and other software which is either preinstalled on Equipment or installed on Customer-Provided Equipment, but licensed to Customer by Motorola on a subscription basis. “Third-Party Data” has the meaning given to it in the DPA. “Term” means the term of this MCA which will commence on the Effective Date and continue until six (6) months after the later of (a) the termination, expiration, or discontinuance of services under the last Proposal in effect, or (b) the expiration of all applicable warranty periods, unless the MCA is earlier terminated as set forth herein.
Section 3. Products and Services.
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3.1. Products. Motorola will (a) sell Equipment, (b) Licensed Software, and (c) Subscription Software to Customer, to the extent each is set forth in this Agreement. At any time during the Term (as defined below), Motorola may substitute any Products at no cost to Custo mer, if the substitute is substantially similar to the Products set forth in this Agreement.
3.2. Services.
3.2.1. Motorola will provide Services, to the extent set forth in this Agreement.
3.2.2. Integration Services; Maintenance and Support Services . Motorola will provide (a) Integration Services at the applicable Sites, agreed upon by the Parties or (b) Maintenance and Support Services, each as further described in the applicable statement of work. Maintenance, Support Services and Integration Services will each be considered “Services”, as defined above.
3.2.3. Service Proposals. The Fees for Services will be set forth in Motorola’s Quote or Proposal. A Customer point of contact will be set forth in the applicable statement of work for the Services.
For purposes of clarity, each statement of work will be incorporated into, and fo rm an integral part of, this Agreement.
3.2.4. Service Completion . Services described in a Proposal will be deemed complete upon the Service Completion Date, or as Services are renewed or terminated.
3.2.5. Professional Services
3.2.5.1. Assessment of Systems & Operations. If Customer is purchasing Professional Services to evaluate or assess networks, systems or operations, Customer acknowledges and agrees that the equipment provided by or used by Motorola to facilitate performance of the Services may impact or disrupt in formation systems. Except as specifically set forth in the Agreement, Motorola disclaims responsibility for costs in connection with any such disruptions of and/or damage to Customer’s or a third party’s information systems, equipment, voice transmissions , and data, including, but not limited to, denial or access to a legitimate system user, automatic shut-down of information systems caused by intrusion detection software or hardware, or failure of the information system resulting from the provision or delivery of the Service. Motorola agrees to cooperate with Customer to schedule any such potential damage or disruption around Customer’s voice or information technology traffic and use patterns so as to reduce the risk of disruption during working hours.
3.2.5.2. Network Security. If Customer is purchasing network security assessment of network monitoring Professional Services, Customer acknowledges and agrees that Motorola does not guarantee or warrant that it will discover all of Customer’s system vulnerabilities or inefficiencies.
Customer agrees not to represent to third parties that Motorola has provided such guarantee.
Motorola disclaims any and all responsibility for any and all loss or costs of any kind associated with vulnerabilities or security events, whether or not they are discovered by Motorola.
3.2.5.3. Application Development. If Customer purchases software application development as part of the Professional Services, the deliverables will be licensed as described in Section 2.5 - Documentation.
3.2.6. Transport Connectivity Services. Certain Communications Systems may include one or more transport connectivity services as specified in the Proposal. In addition to the terms of this MCA, transport connectivity services shall also be governed by the terms of Motorola’s standard Transport Connectivity Addendum, a copy of which is available here:
https://www.motorolasolutions.com/en_us/about/legal/transport-connectivity-addendum.html.
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3.3. Non-Preclusion. If, in connection with the Products and Services provided under this Agreement, Motorola perform s assessments of its own, or related, products or makes recommendations, including a recommendation to purchase other products or services, nothing in this Agreement precludes such efforts nor precludes Motorola from participating in a future competitive bidding process or otherwise offering or selling the recommended products or other services to Customer.
Customer represents that this paragraph does not violate its procurement standards or other laws, regulations, or policies.
3.4. Customer Obligations. Customer represents that information Customer provides to Motorola in connection with receipt of Products and Services are accurate and complete in all material respects. If any assumptions in the Proposals or information provided by Customer prove to be incorrect, or if Customer fails to perform any of its obligations under this Agreement, Motorola’s ability to perform its obligations may be impacted and changes to the Agreement, including the scope, Fees, and performance schedule may be required.
3.5. Documentation. Products and Services may be delivered with Documentation. Documentation is and will be owned by Motorola, unless otherwise expressly agreed in an Addendum or Proposal that certain Documentation will be owned by Customer. Motorola hereby grants Customer a limited, royalty -free, worldwide, non -exclusive license to use the Documentation solely for its internal business purposes in connection with the Products and Services.
3.6. Motorola Tools and Equipment . As part of delivering the Products and Services, Motorola may provide certain tools, equipment, models, and other materials of its own. Such tools and equipment will remain the sole property of Motorola unless they are to be purchased by Customer as Products and are explicitly listed on the Proposal. The tools and equipment may be held by Customer for Motorola’s use without charge and may be removed from Customer’s premises by Motorola at any time without restriction. Customer will safeguard all tools and equipment while in Customer’s custody or control, and be liable for any loss or damage. Upon the expiration or earlier termination of this Agreement, Customer, at its expense, will return to Motorola all tools and equipment in its possession or control.
3.7. Authorized Users. Customer will ensure its employees and Authorized Users comply with the terms of this Agreement and will be liable for all acts and omissions of its employees and Authorized Users. Customer is responsible for the secure management of Authorized Users’ na mes, passwords and login credentials for access to Products and Services.
3.8. Export Control. Customer, its employees, and any other Authorized Users will not access or use the Products and Services in any Prohibited Jurisdiction), and Customer will not provide access to the Products and Services to any government, entity, or individual located i n a Prohibited Jurisdiction. Customer represents and warrants that (a) it and its Authorized Users are not named on any U.S. government list of persons prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) it and its Authorized Users are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) Customer will not permit its Authorized Users to access or use the Products or Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) Customer and its Authorized Users will comply with all applicable laws regarding the transmission of technical data exported from the U.S. and the country in which Customer, its employees, and the Authorized Users are located.
3.9. To obtain any additional Services, Customer will issue a purchase order referring to this Agreement and the separate proposal document. Omission of reference to this Agreement in Customer’s purchase order will not affect the applicability of this Agreement. Motorola’s proposal may include a cover page entitled “Service Agreement” or “Installation Agreement”, as applicable, and other
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attachments. These cover pages and other attachments are incorporated into this Agreement by this reference.
3.10. Change Orders. Unless a different change control process is agreed upon in writing by the Parties, a Party may request changes to an Addendum or a Proposal by submitting a Change Order to the other Party . If a requested change in a Change Order causes an increase or d ecrease in the Products or Services, the Parties by means of the Change Order will make appropriate adjustments to the Fees, project schedule, or other matters. Change Orders are effective and binding on the Parties only upon execution of the Change Order by an authorized representative of both Parties.
Section 4. Term and Termination.
4.1. Term. The applicable Addendum or Proposal will set forth the Term for the Products and Services governed thereby.
4.1.1. Subscription Terms. The duration of Customer’s subscription commences upon delivery of the first Subscription Software (and recurring Services, if applicable) ordered under this Agreement and will continue for a twelve (12) month period or such longer period identified in a Proposal (the “Initial Subscription Period”) and will automatically renew for additional twelve (12) month periods (each, a “ Renewal Subscription Year ”), unless either Party notifies the other of its intent not to renew at least thirty (30) days before the conclusion of the then-current Subscription Term. (The Initial Subscription Period and each Renewal Subscription Year will each be referred to herein as a “ Subscription Term ”.) Motorola may increase Fees prior to any Renewal Subscription Year. In such case, Motorola will notify Customer of such proposed increase no later than thirty (30) days prior to commencement of such Renewal Subscription Year.
Unless otherwise specified in writing, additional Subscription Software or recurring Services purchased under this Agreement will (a) commence upon delivery of such Subscription Software or recurring Service, and continue until the conclusion of Customer’s then -current Subscription Term (a “ Partial Subscription Year ”), and (b) automatically renew for Renewal Subscription Years thereafter, unless either Party notifies the other of its intent not to renew at least thirty (30) days before the conclusion of the then-current Subscription Term. Unless otherwise specified in writing, the Subscription Terms for all Subscription Software and recurring Services hereunder will be synchronized.
4.2. Termination. Either Party may terminate the Agreement or the applicable Addendum or Proposal if the other Party breaches a material obligation under the Agreement and does not cure such breach within thirty (30) days after receipt of notice of the breach or fails to produce a cure plan within such period of time. Each Addendum and Proposal may be separately terminable as set forth therein.
4.3. Termination for Non -Appropriation. In the event any identified funding is not appropriated or becomes unavailable, the Customer reserves the right to terminate this Agreement for non - appropriation upon thirty (30) days’ advance written notice to Motorola . In the event of such termination, Motorola shall be entitled to compensation for all conforming goods delivered and for all services performed prior to the effective date of termination date.
4.4. Suspension of Services. Motorola may promptly terminate or suspend any Products or Services under a Proposal if Motorola determines: (a) the related Product license has expired or has terminated for any reason; (b) the applicable Product is being used on a hardware platform, operating system, or version not approved by Motorola; (c) Customer fails to make any payments
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when due; or (d) Customer fails to comply with any of its other obligations or otherwise delays Motorola’s ability to perform.
4.5. Wind Down of Subscription Software . In addition to the termination rights in this Agreement, Motorola may terminate any Subscription Term, in whole or in part, in the event Motorola plans to cease offering the applicable Subscription Software or Service to customers.
4.6. Effect of Termination or Expiration . Upon termination for any reason or expiration of this Agreement, an Addendum, or a Proposal, Customer and the Authorized Users will return or destroy (at Motorola’s option) all Motorola Materials and Motorola’s Confidential Information in their possession or control and, as applicable, provide proof of such destruction, except that Equipment purchased by Customer should not be returned. If Customer has any outstanding payment obligations under this Agreement, Motorola may accelerate and declare all such obligations of Customer immediately due and payable by Customer. Notwithstanding the reason for termination or expiration, Customer agrees to pay Motorola for Products and Services already delivered.
Customer has a duty to mitigate any damages under this Agreement, including in the event of default by Motorola and Customer’s termination of this Agreement.
4.7. Equipment as a Service. In the event that Customer purchases any Equipment at a price below the published list price for such Equipment in connection with Customer entering into a fixed - or minimum required -term agreement for Subscription Software, and Customer or Motorola terminates the Agreement prior to the expiration of such fixed - or minimum required -term, then Motorola will have the right to invoice Customer for, and Customer will pay, the amount of the discount to the published list price for the Equipment or such other amount set forth in writing. This Section will not limit any other remedies Motorola may have with respect to an early termination.
Section 5. Payment, Invoicing, Delivery and Risk of Loss
5.1. Customer affirms they have signatory authority to execute this contract. The Contract Price of $__________, excluding taxes, is fully committed and identified, including all subsequent years of contracted services, if applicable. The Customer will pay all invoices as received from Motorola subject to the terms of this Agreement and any changes in scope will be subject to the change order process as described in this Agreement.
Motorola acknowledges the Customer may require the issuance(s) of a purchase order or notice to proceed as part of the Customer’s procurement process. However, Customer agrees that the issuance or non -issuance of a purchase order or notice to proceed does not preclude the Customer from its contractual obligations as defined in this Agreement.
5.2. Fees. Fees and charges applicable to the Products and Services will be as set forth in the applicable Addendum or Proposal. Changes in the scope of Services described in a Proposal that require an adjustment to the Fees will be set forth in the applicable pricing schedule. Unless otherwise specified in the applicable Proposal, the Fees for any Services exclude expenses associated with unusual and costly Site access requirements (e.g., if Site access requires a helicopter or other equipment), and Customer will reimburse Motorola for these or other expenses incurred by Motorola in connection with the Services. The annual subscription Fee for Subscription Software and associated recurring Services may include certain one -time Fees, such as start-up fees, license fees, or other fees set forth in a Proposal. Motorola may suspend the Subscription Software and any recurring Services if Customer fails to make any payments within thirty (30) days of invoice due date when due.
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5.3. Taxes. The Fees do not include any excise, sales, lease, use, property, or other taxes, assessments, duties, or regulatory charges or contribution requirements (collectively, “Taxes”), all of which will be paid by Customer, except as exempt by law, unless otherwise specified in a Proposal. If Motorola is required to pay any Taxes, Customer will reimburse Motorola for such Taxes (including any interest and penalties) within thirty (30) days after Customer’s receipt of an invoice therefore. Customer will be solely responsible for reporting t he Products for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income and net worth.
5.4. Invoicing. Motorola will invoice Customer as described in this Agreement and Customer will pay all invoices within thirty (30) days of the invoice date or as otherwise specified in writing. In the event Customer finances the purchase of the Motorola Products and Services contemplated herein via Motorola Solutions Credit Corporation (“MSCC”), invoices for such purchase will be paid via the disbursement of the financing proceeds pursuant to the Equipment Lease - Purchase Agreement executed between the parties and the payment schedule enclosed therein shall control payment of the related invoices. Late payments will be subject to interest charges at the maximum rate permitted by law, commencing upon the due date. Motorola may invoice electronically via email, and Customer agrees to receive invoices via email at the email address set forth in a Proposal. Customer acknowledges and agrees that a purchase order or other notice to proceed is not required for payment for Products or Services.
5.5. Payment. Customer will pay invoices for the Products and Services provided under this Agreement in accordance with the invoice payment terms set forth in Section 5.4. Generally, invoices are issued after shipment of Equipment or upon Motorola’s delivery of License d Software, or upon System Completion Date of a Software System, as applicable, but if a specific invoicing or payment schedule is set forth in the Agreement, such schedule will determine the invoicing cadence.
Motorola will have the right to suspend future deliveries of Products and Services if Customer fails to make any payments when due.
5.6. INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following address:
Name:_______________________________________________________________________ Address:_____________________________________________________________________ Phone:______________________________________________________________________ E-INVOICE. To receive invoices via email:
Customer Account Number:______________________________________________________ Customer Accounts Payable Email:________________________________________________ Customer CC (optional) Email:____________________________________________________ The address which is the ultimate destination where the Equipment will be delivered to Customer is:
Name:______________________________________________________________________ Address:____________________________________________________________________ The Equipment will be shipped to the Customer at the following address (insert if this information is known):
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Name:_______________________________________________________________________ Address:_____________________________________________________________________ Phone:______________________________________________________________________ Customer may change this information by giving written notice to Motorola.
5.7. Delivery, Title and Risk of Loss. Motorola will provide to Customer the Products (and, if applicable, related Services) set forth in a Proposal, in accordance with the terms of the Agreement. Motorola will, using commercially reasonable practices, pack the ordered Equipment and ship such Equipment to the Customer address set forth in Section 5.6 or otherwise provided by Customer in writing, using a carrier selected by Motorola.
Notwithstanding the foregoing and unless otherwise stated in a Equipment Lease - Purchase Agreement, delivery of Equipment (and any incorporated Licensed Software) will occur, and title and risk of loss for the Equipment will pass to Customer, upon shipmen t by Motorola in accordance with ExWorks, Motorola’s premises (Incoterms 2020). Customer will pay all shipping costs, taxes, and other charges applicable to the shipment and import or export of the Products and Services, as applicable, and Customer will be responsible for reporting the Products for personal property tax purposes.
Delivery of Licensed Software for installation on Equipment or Customer-Provided Equipment will occur upon the earlier of (a) electronic delivery of the Licensed Software by Motorola, and (b) the date Motorola otherwise makes the Licensed Software available for download by Customer. If agreed upon in a Proposal, Motorola will also provide Services related to such Products. Title to Licensed Software and/or Subscription Software will not pass to Customer at any time.
5.8. Delays. Any shipping dates set forth in a Proposal are approximate, and while Motorola will make reasonable efforts to ship Products by any such estimated shipping date, Motorola will not be liable for any delay or related damages to Customer. Time for delivery will not be of the essence, and delays will not constitute grounds for cancellation, penalties, termination, or a refund.
5.9. Future Regulatory Requirements. The Parties acknowledge and agree that certain Services (i.e. cyber) are an evolving technological area and therefore, laws and regulations regarding Services may change. Changes to existing Services required to achieve regulatory compliance may be available for an additional fee. Any required changes may also impact the price for Services.
Section 6. Sites; Customer-Provided Equipment; Non-Motorola Materials.
6.1. Access to Sites. Customer will be responsible for providing all necessary permits, licenses, and other approvals necessary for the installation and use of the Products and the performance of the Services at each applicable Site, including for Motorola to perform its obli gations hereunder, and for facilitating Motorola’s access to the Sites. No waivers of liability will be imposed on Motorola or its subcontractors by Customer or others at Customer facilities or other Sites, but if and to the extent any such waivers are imposed, the Parties agree such waivers are void.
6.2. Site Conditions. Customer will ensure that (a) all Sites are safe and secure, (b) Site conditions meet all applicable industry and legal standards (including standards promulgated by OSHA or other governmental or regulatory bodies), (c) to the extent applicable, Sites ha ve adequate physical space, air conditioning, and other environmental conditions, electrical power outlets, distribution, equipment, connections, and telephone or other communication lines (including modem access and interfacing networking capabilities), a nd (d) Sites are suitable for the installation, use, and maintenance of the Products and Services. This Agreement is predicated
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upon normal soil conditions as defined by the version of E.I.A. standard RS -222 in effect on the Effective Date.
6.3. Site Issues. Upon its request, which will not be unreasonably denied, Motorola will have the right to inspect the Sites and advise Customer of any deficiencies or non -conformities with the requirements of this Section 6 – Sites; Customer -Provided Equipment; Non-Motorola Materials. If Motorola or Customer identifies any deficiencies or non -conformities, Customer will promptly remediate such issues or the Parties will select a replacement Site. If a Party determines that a Site identified in a Proposal is not acceptable or desired, the Parties will cooperate to investigate the conditions and select a replacement Site or otherwise adjust the installation plans and specifications as necessary. A change in Site or adjustment to the installation plans and specifications may cause a change in the Fees or performance schedule under the applicable Proposal.
6.4. Customer-Provided Equipment. Customer will be responsible, at its sole cost and expense, for providing and maintaining the Customer -Provided Equipment in good working order. Customer represents and warrants that it has all rights in Customer-Provided Equipment to permit Motorola to access and use the applicable Customer -Provided Equipment to provide the Products and Services under this Agreement, and such access and use will not violate any laws or infringe any third-party rights (including intellectual property rights). Customer (an d not Motorola) will be fully liable for Customer -Provided Equipment, and Customer will immediately notify Motorola of any Customer-Provided Equipment damage, loss, change, or theft that may impact Motorola’s ability to provide the Products and Services under this Agreement, and Customer acknowledges that any such events may cause a change in the Fees or performance schedule under the applicable Proposal.
6.5. Non-Motorola Materials. In certain instances, Customer may be permitted to access, use, or integrate Non -Motorola Materials with or through the Products and Services. If Customer accesses, uses, or integrates any Non-Motorola Materials with the Products or Services, Customer will first obtain all necessary rights and licenses to permit Customer’s and its Authorized Users’ use of the Non -Motorola Materials in connection with the Products and Services. Customer will also obtain the necessary rights for Motorola to use such Non -Motorola Materials in connection with providing the Products and Services, including the right for Motorola to access, store, and process such Non -Motorola Materials (e.g., in connection with Subscription Software), and to otherwise enable interoperation with the Products and Services. Customer represents and warrants that it will obtain the foregoing rights and licenses prior to accessing, using, or integrating the applicable Non-Motorola Materials with the Products and Services, and that Customer and its Authorized Users will comply with any terms and conditions applicable to such Non -Motorola Materials. If any Non -Motorola Materials requires access to Customer Data (as defined below), Customer hereby authorizes Motorola to allow the provider of such Non -Motorola Materials to access Customer Data, in connection with the interoperation of such Non-Motorola Materials with the Products and Services.
6.6. Customer acknowledges and agrees that Motorola is not responsible for, and makes no representations or warranties with respect to, the Non -Motorola Materials (including any disclosure, modification, or deletion of Customer Data resulting from use of Non-Motorola Materials or failure to properly interoperate with the Products and Services). If Customer receives notice that any Non -Motorola Materials must be removed, modified, or disabled within the Products or Services, Customer will promptly do so. Motorola will have the right to disable or remove Non - Motorola Materials if Motorola believes a violation of law, third -party rights, or Motorola’s policies is likely to occur, or if such Non -Motorola Materials poses or may pose a security or other risk or
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adverse impact to the Products or Services, Motorola, Motorola’s systems, or any third party (including other Motorola customers).
6.7. Motorola may provide certain Non-Motorola Materials as an authorized sales representative of a third party as set out in a Proposal. As an authorized sales representative, the third party’s terms and conditions, as set forth in the Proposal, will apply to any such sales. Any orders for such Non- Motorola Materials will be filled by the third party. Nothing in this Section will limit the exclusions set forth in Section 8.2 – Intellectual Property Infringement.
6.8. End User Licenses. Notwithstanding any provision to the contrary in the Agreement, certain Non- Motorola Materials software are governed by a separate license, EULA, or other agreement, including terms governing third-party equipment or software, such as open source software, included in the Products and Services. Customer will comply, and ensure its Authorized Users comply, with any such additional terms applicable to third-party equipment or software. Third party software flow-down terms applicable to Motorola products are located at the following site:
https://www.motorolasolutions.com/en_us/about/legal/motorola-solutions-customer-terms/flow- down-terms.html
6.9. Prohibited Use. Customer will not integrate or use, or permit a third party or an Authorized User to integrate or use, any Non-Motorola Materials with or in connection with a Software System or other software Product provided by Motorola under this Agreement, without the express written permission of Motorola.
6.10. API Support. Motorola will use commercially reasonable efforts to maintain its Application Programming Interface (“API”) offered solely in connection with any Software System. APIs will evolve and mature over time, requiring changes and updates. Motorola will use reasonable efforts to continue supporting any version of an API for 6 months after such version is introduced, but if Motorola determines, in its sole discretion, to discontinue support of an API for any reason, Motorola will provide reasonable advance notification to Customer. If an API presents a security risk, Motorola may discontinue an API without prior notice.
6.11. Support of Downloaded Clients. If Customer purchases any software Product that requires a client installed locally on any Customer-Provided Equipment or Equipment in possession of Customer, Customer will be responsible for downloading and installing the current version of such client, as it may be updated from time to time. Motorola will use reasonable efforts to continue supporting any version of a client for forty-five (45) days following its release, but Motorola may update the current version of its client at any time, including for bug fixes, product improvements, and feature updates, and Motorola makes no representations or warranties that any software Product will support prior versions of a client.
Section 7. Representations and Warranties.
7.1. Mutual Representations and Warranties . Each Party represents and warrants to the other Party that (a) it has the right to enter into the Agreement and perform its obligations hereunder, and (b) the Agreement will be binding on such Party.
7.2. Communications System Warranty. Motorola represents and warrants that, on the date of System Acceptance, (a) the Communications System will perform in accordance with the descriptions in the applicable Proposal in all material respects, and (b) if Customer has purchased any Equipment or Motorola Licensed Software (but, for clarity, excluding Subscription Software) as part of such Communications System, the warranty period applicable to such Equipment and Motorola Licensed Software will continue for a period of one (1) year commencing upon System Acceptance (the “Warranty Period”).
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7.3. During the Warranty Period, in addition to warranty services, Motorola will provide Maintenance and Support Services for the Equipment and support for the Motorola Licensed Software pursuant to the applicable maintenance and support Proposal. Support for the Motorola Licensed Software will be in accordance with Motorola's established Software Support Policy (“SwSP”). Copies of the SwSP can be found at https://www.motorolasolutions.com/en_us/about/legal/motorola- solutions-customer-terms/software_policy.html, a copy of which is available to Customer upon written request. If Customer wishes to purchase (a) additional Maintenance and Support Services during the Warranty Period; or (b) continue or expand maintenance, software support, installation, and/or Motorola’s Lifecycle Management Services (“LMS”) after the Warranty Period, Motorola will provide the description of and pricing for such services in a separate proposal document and such terms will be agreed upon in a Proposal. Unless otherwise agreed by the Parties in writing, the terms and conditio ns in this Agreement applicable to maintenance, support, installation, and/or LMS, will be included in the Maintenance and Support Addendum, LMS Addendum, the applicable Proposals, and the proposal (if applicable). These collective terms will govern the provision of such Services.
7.4. On-Premises Software System Warranty. Motorola represents and warrants that, on the System Completion Date, or on the applicable Product Completion Date for a specific Product within such on-premises Software System, if earlier, (a) such Software System or Product will perform in accordance with the descriptions in the applicable Proposals in all material respects, and (b) if Customer has purchased any Equipment or Motorola Licensed Software (but, for clarity, excluding Subscription Software) as part of such on -premises Software System, the war ranty period applicable to such Equipment and Motorola Licensed Software will continue for a period of one (1) year commencing upon the System Completion Date for the Software System that includes such Products, or on the applicable Product Completion Date, if earlier.
7.4.1. On-premises Software Systems as a service and cloud hosted Software Systems are provided as a service and accordingly do not qualify for the On -premises Software System Warranty.
System completion, however, for each of these solutions is determined in accordance with Section 12.2 Software System Completion below.
7.5. Motorola Warranties - Services. Subject to the disclaimers and exclusions below, Motorola represents and warrants that (a) Services will be provided in a good and workmanlike manner and will conform in all material respects to the descriptions in the applicable Proposal; and (b) for a period of ninety (90) days commencing upon the Service Completion Date for one-time Services, the Services will be free of material defects in materials and workmanship. Other than as set forth in subsection (a) above, recurring Services are not warranted bu t rather will be subject to the requirements of the applicable Addendum or Proposal.
7.6. Motorola Warranties - Equipment. Subject to the disclaimers and exclusions set forth below, (a) for a period of one (1) year commencing upon the delivery of Motorola-manufactured Equipment under Section 5.7 – Delivery, Title and Risk of Loss, Motorola represents and warrants that such Motorola- manufactured Equipment, under normal use, will be free from material defects in materials and workmanship; and (b) The warranties applicable to Motorola -manufactured Equipment set forth in herein shall be applicable to all radio Equipment purchased hereunder whether or not such Equipment was manufactured by Motorola.
7.7. Motorola Licensed Software Warranty. Unless otherwise stated in the License Agreement, for a period of ninety (90) days commencing upon the delivery of Motorola -owned Licensed Software, Motorola represents and warrants that such Licensed Software, when used in accordance with the Documentation and the Agreement, will be free from reproducible defects that prevent operation of features critical to the primary functionality or successful operation of the Motorola-developed Licensed Software (as determined by Motorola)
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7.7.1. As Customer’s sole and exclusive remedy for any breach of the Motorola Licensed Software Warranty, Motorola will use commercially reasonable efforts to remedy the material defect in the applicable Licensed Software; provided, however, that if Motorola does not remedy such material defect within a reasonable time, then at Motorola’s sole option, Motorola will either replace the defective Licensed Software with functionally -equivalent software, provide substitute software to Customer, or terminate the applicable software license and refund any paid license fees to Customer on a pro -rata basis.
7.7.2. For clarity, the Motorola Licensed Software Warranty applies only to the most current version of the Licensed Software issued by Motorola, and issuance of updated versions of any Licensed Software does not result in a renewal or extension of the Motorola Licensed Software Warranty beyond the ninety (90) day warranty period.
7.8. ADDITIONAL WARRANTY EXCLUSIONS . NOTWITHSTANDING ANY PROVISION OF THE
AGREEMENT TO THE CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A) DEFECTS IN
OR DAMAGE TO PRODUCTS RESULTING FROM USE OTHER THAN IN THE NORMAL AUTHORIZED MANNER, OR FROM ACCIDENT, LIQUIDS, OR NEGLECT; (B) TESTING,
MAINTENANCE, REPAIR, INSTALLATION, OR MODIFICATION BY PARTIES OTHER THAN MOTOROLA; (C) CUSTOMER’S OR ANY AUTHORIZED USER’S FAILURE TO COMPLY WITH INDUSTRY AND OSHA OR OTHER LEGAL STANDARDS; (D) DAMAGE TO RADIO ANTENNAS, UNLESS CAUSED BY DEFECTS IN MATERIAL OR WORKMANSHIP; (E) EQUIPMENT WITH NO SERIAL NUMBER; (F) BATTERIES OR CONSUMABLES; (G) FREIGHT COSTS FOR SHIPMENT TO REPAIR DEPOTS; (H) COSMETIC DAMAGE THAT DOES NOT AFFECT OPERATION; (I) NORMAL WEAR AND TEAR; (J) ISSUES OR OBSOLESCENCE OF LICENSED SOFTWARE DUE TO
CHANGES IN CUSTOMER OR AUTHORIZED USER REQUIREMENTS, EQUIPMENT, OR SYSTEMS; (K) TRACKING AND LOCATION-BASED SERVICES; OR (L) BETA SERVICES.
7.9. Warranty Claims; Remedies. To assert a warranty claim, Customer must notify Motorola in writing of the claim prior to the expiration of any warranty period set forth in this Agreement. Unless a different remedy is otherwise expressly set forth herein, upon receipt of such claim, Motorola will investigate the claim and use commercially reasonable efforts to repair or replace any confirmed materially non - conforming Product or re -perform any non -conforming Service, at its option. Such remedies are Customer’s sole and exclusive remedies for Motorola’s breach of a warranty. Motorola’s warranties are extended by Motorola to Customer only, and are not assignable or transferable.
7.10. Pass-Through Warranties . Notwithstanding any provision of this Agreement to the contrary, Motorola will have no liability for third -party software or hardware provided by Motorola; provided, however, that to the extent offered by third -party providers of software or hardware and to the extent permitted by law, Motorola will pass through express warranties provided by such third parties.
7.11. WARRANTY DISCLAIMER . EXCEPT FOR THE EXPRESS AND PASS THROUGH
WARRANTIES IN THIS AGREEMENT, PRODUCTS AND SERVICES PURCHASED HEREUNDER ARE PROVIDED “AS IS” AND WITH ALL FAULTS. WARRANTIES SET FORTH IN THE
AGREEMENT ARE THE COMPLETE WARRANTIES FOR THE PRODUCTS AND SERVICES AND
MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED,
INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND QUALITY. MOTOROLA DOES NOT REPRESENT OR WARRANT THAT
USE OF THE PRODUCTS AND SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY VULNERABILITIES, OR THAT THEY WILL MEET CUSTOMER’S PARTICULAR REQUIREMENTS.
Section 8. Indemnification.
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8.1. General Indemnity. Motorola will defend, indemnify, and hold Customer harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from any actual third -party claim, demand, action, or procee ding (“Claim”) for personal injury, death, or direct damage to tangible property to the extent caused by Motorola’s negligence, gross negligence or willful misconduct while performing its duties under this Agreement, except to the extent the claim arises from Customer’s negligence or willful misconduct.
Motorola’s duties under this Section 8.1 – General Indemnity are conditioned upon: (a) Customer promptly notifying Motorola in writing of the Claim; (b) Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise to the extent allowed by applicable law; and (c) Customer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the defense of the Claim.
8.2. Intellectual Property Infringement . Motorola will defend Customer against any third -party claim alleging that a Motorola-developed or manufactured Product or Service (the “Infringing Product”) directly infringes a United States patent or copyright (“Infringement Claim”), and Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim, or agreed to in writing by Motorola in settlement of an Infringement Claim.
Motorola’s duties under this Section 8.2 – Intellectual Property Infringement are conditioned upon: (a) Customer promptly notifying Motorola in writing of the Infringement Claim; (b) Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and (c) Customer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the defense of the Infringement Claim.
8.2.1. If an Infringement Claim occurs, or in Motorola’s opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer the right to continue using the Infringing Product; (b) replace or modify the Infringing Product so that it becomes non -infringing; or (c) grant Customer (i) a prorated refund of any amounts pre -paid for the Infringing Product (if the Infringing Product is a software Product, i.e., Licensed Software or Subscription Software) or (ii) a credit for the Infringing Product, less a reasonable charge for depreciation (if the In fringing Product is Equipment, including Equipment with embedded software).
8.2.2. In addition to the other damages disclaimed under this Agreement, Motorola will have no duty to defend or indemnify Customer for any Infringement Claim that arises from or is based upon:
(a) Customer Data, Customer -Provided Equipment, Non-Motorola Materials , or third -party equipment, hardware, software, data, or other third -party materials; (b) the combination of the Product or Service with any products or materials not provided by Motorola; (c) a Product or Service designed, modified, or manufactured in acc ordance with Customer’s designs, specifications, guidelines or instructions; (d) a modification of the Product or Service by a party other than Motorola; (e) use of the Product or Service in a manner for which the Product or Service was not designed or tha t is inconsistent with the terms of this Agreement; or (f) the failure by Customer to use or install an update to the Product or Service that is intended to correct the claimed infringement. In no event will Motorola’s liability resulting from an Infringement Claim extend in any way to any payments due on a royalty basis, other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the Infringing Product.
8.2.3. This Section 8.2 – Intellectual Property Infringement provides Customer’s sole and exclusive remedies and Motorola’s entire liability in the event of an Infringement Claim.
8.3. Customer Indemnity. To the extent allowed by applicable law, Customer will defend, indemnify, and hold Motorola and its subcontractors, subsidiaries and other affiliates harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable f ees and expenses of attorneys) arising from any actual or threatened third-party claim, demand, action, or
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proceeding arising from or related to (a) Customer-Provided Equipment, Customer Data, or Non- Motorola Materials, including any claim, demand, action, or proceeding alleging that any such equipment, data, or materials (or the integration or use thereof with the Products and Services) infringes or misappropriates a third-party intellectual property or other right, violates applicable law, or breaches the Agreement; or (b) Customer-Provided Equipment’s failure to meet the minimum requirements set forth in the applicable Documentation or match the applicable specifications provided to Motorola by Customer in connection with the Products or Services. This indemnity will not apply to the extent any such claim is caused by Motorola’s use of Customer -Provided Equipment, Customer Data, or Non-Motorola Materials in violation of the Agreement. Motorola will give Customer prompt, written notice of any claim subject to the foregoing indemnity. Motorola will, at its own expense, cooperate with Customer in its defense or settlement of the claim.
Section 9. Limitation of Liability.
9.1. EXCEPT FOR PERSONAL INJURY OR DEATH, THE TOTAL AGGREGATE LIABILITY OF
MOTOROLA, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “MOTOROLA PARTIES”) , WHETHER BASED ON A CLAIM IN
CONTRACT OR IN TORT, LAW OR EQUITY, RELATING TO OR ARISING OUT OF THE
AGREEMENT WILL NOT EXCEED THE FEES, OR PORTION OF FEES, RELATED TO THE PRODUCT OR INTEGRATION SERVICE UNDER WHICH THE CLAIM AROSE . WITH
RESPECT TO ANY SUBSCRIPTION SOFTWARE OR ANY RECURRING SERVICES, THE MOTOROLA PARTIES’ TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO
SUBSCRIPTION SOFTWARE OR RECURRING SERVICES WILL NOT EXCEED THE TOTAL FEES PAID FOR THE APPLICABLE SUBSCRIPTION SOFTWARE . EXCEPT FOR PERSONAL
INJURY OR DEATH, THE MOTOROLA PARTIES WILL NOT BE LIABLE IN CONNECTION WITH THIS AGREEMENT (WHETHER UNDER MOTOROLA’S INDEMNITY OBLIGATIONS, A
CAUSE OF ACTION FOR BREACH OF CONTRACT, UNDER TORT THEORY, OR
OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR
CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS OR REVENUES, EVEN IF
MOTOROLA HAS BEEN ADVISED BY CUSTOMER OR ANY THIRD PARTY OF THE
POSSIBILITY OF SUCH DAMAGES OR LOSSES AND WHETHER OR NOT SUCH DAMAGES OR LOSSES ARE FORESEEABLE.
9.2. EXCLUSIONS FROM LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, MOTOROLA WILL HAVE NO LIABILITY FOR DAMAGES ARISING OUT OF (A)
CUSTOMER DATA, INCLUDING ITS TRANSMISSION TO MOTOROLA, OR ANY OTHER DATA AVAILABLE THROUGH THE PRODUCTS OR SERVICES; (B) CUSTOMER-PROVIDED EQUIPMENT OR SITES; NON-MOTOROLA MATERIALS; THIRD-PARTY EQUIPMENT, HARDWARE, SOFTWARE, DATA, OR CONTENT; OR UNKNOWN OR UNAUTHORIZED COMBINATION OF PRODUCTS AND SERVICES ; (C) LOSS OF DATA, HACKING,
RANSOMWARE, THIRD-PARTY ATTACKS OR DEMANDS UNLESS SUCH LOSS OF DATA,
HACKING, RANSOMWARE, THIRD-PARTY ATTACKS OR DEMANDS IS A RESULT OF MOTOROLA’S ACTION OR INACTION; (D) MODIFICATION OF PRODUCTS OR SERVICES NOT AUTHORIZED BY MOTOROLA; (E) RECOMMENDATIONS PROVIDED IN CONNECTION
WITH THE PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT AND NOT ACCEPTED BY CUSTOMER; (F) DATA RECOVERY SERVICES OR DATABASE MODIFICATIONS; OR (G) CUSTOMER’S OR ANY AUTHORIZED USER’S BREACH OF THIS AGREEMENT OR MISUSE OF THE PRODUCTS AND SERVICES.
IN ADDITION TO THE FOREGOING EXCLUSIONS FROM DAMAGES, AND
NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT TO THE CONTRARY,
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MOTOROLA WILL HAVE NO LIABILITY FOR (A) INTERRUPTION OR FAILURE OF
CONNECTIVITY, VULNERABILITIES, OR SECURITY EVENTS FOR WHICH MOTOROLA IS NOT RESPONSIBLE; (B) DISRUPTION OF OR DAMAGE TO CUSTOMER’S OR THIRD PARTIES’ SYSTEMS, EQUIPMENT, OR DATA, INCLUDING DENIAL OF ACCESS TO USERS,
OR SHUTDOWN OF SYSTEMS CAUSED BY INTRUSION DETECTION SOFTWARE OR HARDWARE FOR WHICH MOTOROLA IS NOT RESPONSIBLE; (C) AVAILABILITY OR
ACCURACY OF ANY DATA AVAILABLE THROUGH THE SUBSCRIPTION SOFTWARE OR SERVICES, OR INTERPRETATION, USE, OR MISUSE THEREOF; (D) TRACKING AND LOCATION-BASED SERVICES; OR (E) BETA SERVICES.
9.3 Statute of Limitations . Customer may not bring any claims against a Motorola Party in connection with this Agreement or the Products and Services more than one (1) year after the date of accrual of the cause of action, or within one year after discovery of facts giving rise to such cause of action, whichever is later.
Section 10. Confidentiality.
10.1. Confidential Information. In order to be considered Confidential Information, information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by disclosing party (“Discloser”) by submitting a written document to receiving party (“Recipient”) within thirty (30) days after such disclosure. The written document must contain a summary of the Confidential Information disclosed with enough specificity for identification purpose and must be labeled or marked as confidential or its equivalent.
10.2. Obligations of Confidentiality . During the Term and for a period of three (3) years from the expiration or termination of this Agreement, Recipient will (a) not disclose Confidential Information to any third party, except as expressly permitted in this Section 10 - Confidentiality; (b) restrict disclosure of Confidential Information to only those employees, agents or consultants who must access the Confidential Information for the purpose of providing Services and who are bound by confidentiality terms substantially similar to those in this Agreement and licenses; (c) not copy, reproduce, reverse engineer, decompile or disassemble any Confidential Information; (d) use the same degree of care as for its own information of like importance, but no less than reasonable care to safeguard against disclosure; (e) promptly notify Discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Section; and (f) only use the Confidential Information as needed to fulfill its obligations and secure its rights under this Agreement.
10.3. Exceptions. Recipient may disclose Confidential Information to the extent required by law, or a judicial or legislative order or proceeding. Recipient is not obligated to maintain as confidential any information that Recipient can demonstrate by documentation (a) is publicly known or available prior to without breach of this Agreement; (b) is lawfully obtained; or (c) is independently known or developed by Recipient without the use of, or reference to, any of Discloser’s Confidential Information or any breach of this Agreement.
10.4. Ownership of Confidential Information. All Confidential Information is and will remain the property of Discloser, and will not be copied or reproduced without written permission. Within ten (10) days of receipt of Discloser’s written request, Recipient will return or destroy all Confidential Information to Discloser, or certify in writing that all such Confidential Information has been destroyed.
However, Recipient may retain (a) one (1) archival copy for use only in case of a dispute concerning this Agreement, and (b) Confidential Information that has been automatically stored in accordance with Recipient’s standard backup or recordkeeping procedures. Recipient will remain subject to the obligations of this Agreement with respect to any Confidential Information retained
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subject to clauses (a) or (b). No license, express or implied, in the Confidential Information is granted to the Recipient other than to use it in the manner, and to the extent authorized by this Agreement. Discloser represents and warrants that it is auth orized to disclose any Confidential Information it discloses pursuant to this Agreement.
Section 11. Proprietary Rights; Data; Feedback.
11.1. Motorola Materials. Customer acknowledges that Motorola may use or provide Customer with access to “Motorola Materials”. Except when Motorola has expressly transferred title or other interest to Customer by way of an Addendum, the Motorola Materials are the property of Motorola or its licensors, and Motorola or its licensors retain all right, title and interest in and to the Motorola Materials (including, all rights in patents, copyrights, trademarks, trade names, trade secrets, know-how, other intellectual property and proprietary rights, and all associated goodwill and moral rights).
This Agreement does not grant to Customer any shared development rights in or to any Motorola Materials or other intellectual property, and Customer agrees to execute any documents and take any other actions reasonably requested by Motorola to effectuate the foregoing. Motorola and its licensors reserve all rights not expressly granted to Customer, and no rights, other than those expressly granted herein, are granted to Customer by implication, estoppel or otherwise.
Customer will not modify, disassemble, reverse engineer, derive source code or create derivative works from, merge with other software, distribute, sublicense, sell, or export the Products and Services or other Motorola Materials, or permit any third party to do so.
11.2. Ownership of Customer Data . Customer retains all right , title and interest, including intellectual property rights, if any, in and to Customer Data. Motorola acquires no rights to Customer Data except those rights granted under this Agreement including the right to Process and use the Customer Data as set forth in the DPA.
11.3. Data Retention and Deletion. Except as expressly provided otherwise under the DPA, Motorola will delete all Customer Data following termination or expiration of this MCA or the applicable Addendum or Proposal, with such deletion to occur no later than ninety (90) days following the applicable date of termination or expiration, unless otherwise required to comply with applicable law. Any requests for the exportation or download of Customer Data must be made by Customer to Motorola in writing before expiration or termination, subject to Section 15.9 – Notices. Motorola will have no obligation to retain such Customer Data beyond expiration or termination unless the Customer has purchased extended storage from Motorola through a mutually executed Proposal.
11.4. Service Use Data. Customer understands and agrees that Motorola may collect and use Service Use Data for its own purposes, and may disclose Service Use Data to third parties. It is Customer’s responsibility to notify Authorized Users of Motorola’s collection and use of Service Use Data and to obtain any required consents, provide all necessary notices, and meet any other applicable legal requirements with respect to such collection and use, and Customer represents and warrants to Motorola that it has complied and will continue to comply with this Section.
11.5. Third-Party Data and Motorola Data. Customer will not, and will use reasonable efforts to ensure its Authorized Users will not: (a) use the Motorola Data or Third-Party Data for any purpose other than Customer’s internal business purposes; (b) disclose the data to third parties; (c) “white label” such data or otherwise misrepresent its source o r ownership, or resell, distribute, sublicense, or commercially exploit the data in any manner; (d) use such data in violation of applicable laws; (e) remove, obscure, alter, or falsify any marks or proprietary rights notices indicating the source, origin, or ownership of the data; or (f) modify such data or combine it with Customer Data or other
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data or use the data to build databases. Additional restrictions may be set forth in the applicable Addendum.
11.5.1. Any rights granted to Customer or Authorized Users with respect to Motorola Data or Third - Party Data will immediately terminate upon termination or expiration of the applicable Addendum, Proposal, or this MCA. Further, Motorola or the applicable Third-Party Data provider may suspend, change, or terminate Customer’s or any Authorized User’s access to Motorola Data or Third-Party Data if Motorola or such Third-Party Data provider believes Customer’s or the Authorized User’s use of the data violates the Agreement, applicable law or Motorola’s agreement with the applicable Third-Party Data provider.
11.5.2. Upon termination of Customer’s rights to use any Motorola Data or Third-Party Data, Customer and all Authorized Users will immediately discontinue use of such data, delete all copies of such data, and certify such deletion to Motorola. Notwithstanding any provision of the Agreement to the contrary, Motorola will have no liability for Third -Party Data or Motorola Data available through the Products and Services. Motorola and its Third-Party Data providers reserve all rights in and to Motorola Data and Third -Party Data not expressly granted in an Addendum or Proposal.
11.6. Feedback. Any Feedback provided by Customer is entirely voluntary, and will not create any confidentiality obligation for Motorola, even if designated as confidential by Customer. Motorola may use, reproduce, license, and otherwise distribute and exploit the Feed back without any obligation or payment to Customer or Authorized Users and Customer represents and warrants that it has obtained all necessary rights and consents to grant Motorola the foregoing rights.
11.7. Improvements; Products and Services. The Parties agree that, notwithstanding any provision of this Agreement to the contrary, all fixes, modifications and improvements to the Services or Products conceived of or made by or on behalf of Motorola that are based either in whole or in part on the Feedback, Customer Data, or Service Use Data (or otherwise) are the exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or improvements will vest solely in Motorola. Customer agrees to execute any written documents necessary to assign any intellectual property or other rights it may have in such fixes, modifications or improvements to Motorola.
Section 12. Acceptance
12.1. Communications System Acceptance.
12.1.1. Any Communications System described in the Proposal hereunder (including the Products, Integration Services, and all other components thereof) will be deemed completed upon successful completion of the acceptance procedures (“Acceptance Tests”) set forth i n the Acceptance Test Plan (“System Acceptance”). Motorola will notify Customer at least ten (10) days before the Communications System testing commences. Upon System Acceptance, the Parties will memorialize this event by promptly executing a certificate documenting such System Acceptance as set forth in Exhibit C. If the Acceptance Test Plan includes separate tests for individual sub-Systems or phases of the Communications System, acceptance of the individual sub-System or phase will occur upon the successful completion of the Acceptance Tests for the sub-Communications System or phase, and the Parties will promptly execute an acceptance certificate for the sub -Communications System or phase. If Customer believes the Communications System has failed the completed Acceptance Tests, Customer will provide to Motorola a written notice that includes the specific details of the failure. If Customer does not provide to Motorola a failure notice within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to have occurred as of the completion of the
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Acceptance Tests. Minor omissions or variances in the Communications System that do not materially impair the operation of the Communications System as a whole will not postpone System Acceptance or sub -Communications System acceptance, but will be correc ted according to a mutually agreed punch list schedule. This Section applies to Products purchased as part of a Communications System notwithstanding any conflicting delivery provisions within this Agreement and this Section will control over such other delivery provisions to the extent of a conflict.
12.1.2. Beneficial Use. Customer acknowledges that Motorola’s ability to perform its implementation and testing responsibilities may be impeded if Customer begins using the Communications System before System Acceptance.
12.1.3. Customer shall not commence using the system before System Acceptance without Motorola’s prior written authorization, which will not be unreasonably withheld. Motorola is not responsible for Communications System performance deficiencies that occur prior t o System Acceptance or written authorized use. Upon the date Customer begins using the Communications System, Customer assumes responsibility for the use and operation of the Communications System.
12.2 Software System Completion. Any Software System described in the Proposal (including the Products, Integration Services, and all other components thereof) will be deemed completed upon Customer’s (or the applicable Authorized User’s) Beneficial Use of each Product that is included in the Software System (unless alternative acceptance procedures are set forth in the Proposal) (the “System Completion Date”). Customer will not unreasonably delay Beneficial Use of any Product within a Software System, and in any event, the Parties agree that Beneficial Use of a Product will be deemed to have occurred thirty (30) days after functional demonstration. For clarity, if a Software System is comprised of more than one Product, Motorola may notify Customer that all Integration Services for a particular Product within the Software System have been completed, and Customer may have Beneficial Use of such Product prior to having Beneficial Use of other Products in the Software System, or of the Software System as a whole. In such case, the Integration Services applicable to such Product will be deemed complete upon Customer’s Beneficial Use of the Product (“Product Completion Date”), which may occur before the System Completion Date. As used in this Section, “Beneficial Use” means use by Customer or at least one (1) Authorized User of the material features and functionalities of a Product within a Software System, in material conformance with Product descriptions in the Proposal.
This Section applies to Products purchased as part of a Software System not withstanding any conflicting delivery provisions within this Agreement, and will control over such other delivery provisions to the extent of a conflict.
Section 13. Force Majeure; Delays Caused by Customer.
13.1. Force Majeure . Except for Customer’s payment obligations hereunder, neither Party will be responsible for nonperformance or delayed performance due to events outside of its reasonable control. If performance will be significantly delayed, the affected Party will provid e notice to the other Party, and the Parties will agree (in writing) upon a reasonable extension to any applicable performance schedule.
13.2. Delays Caused by Customer . Motorola’s performance of the Products and Services will be excused for delays caused by Customer or its Authorized Users or subcontractors, or by failure of any assumptions set forth in this Agreement (including in any Addendum or Proposal). In the event of a delay under this Section 13.2 – Delays Caused by Customer, (a) Customer will continue to pay the Fees as required hereunder, (b) the Parties will agree (in writing) upon a reasonable extension to any applicable performance schedule, and (c) Customer will compensate Motorola for its out -of-pocket costs incurred d ue to the delay (including those incurred by Motorola’s affiliates, vendors, and subcontractors).
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Section 14. Disputes. The Parties will use the following procedure to resolve any disputes relating to or arising out of this Agreement (each, a “Dispute”):
14.1. Governing Law. All matters relating to or arising out of the Agreement are governed by the laws of the State of Illinois, unless Customer is the United States Government (or an agency thereof) or a state government or state agency or local municipality within the United States, in which case all matters relating to or arising out of the Agreement will be governed by the laws of the State in which the Products and Services are provided. The terms of the U.N. Convention on Contracts for the International Sale of Goods and the Uni form Computer Information Transactions Act will not apply.
14.2. Negotiation; Mediation. The Parties will attempt to timely resolve the Dispute promptly through good faith negotiations. Either Party may initiate dispute resolution procedures by sending a notice of Dispute (“Notice of Dispute”) to the other Party. The Parties will choose an independent mediator within thirty (30) days of such Notice of Mediation. Neither Party may unreasonably withhold consent to the selection of a mediator, but if the Parties are unable to agree upon a mediator, either Party may request that the American Arbitration Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally. Unless otherwise agreed in writing, all in person meetings under this Section 1 4.2 – Negotiation; Mediation will take place in Chicago, Illinois, and all communication relating to the Dispute resolution will be maintained in strict confidence by the Parties. Notwithstanding the foregoing, any Dispute arising from or relating to Motorola’s intellectual property rights must be decided by a court of competent jurisdiction, in accordance with Section 1 4.3 – Litigation, Venue, Jurisdiction below.
14.3. Litigation, Venue, Jurisdiction. If the Dispute has not been resolved by mediation within sixty (60) days from the Notice of Mediation, either Party may submit the Dispute exclusively to a court in Cook County, Illinois, or in the case the Customer is the United States, a state agency, or local municipality, then the appropriate court in the State in which the Products and Services are provided. Each Party expressly consents to the exclusive jurisdiction of such courts for resolution of any Dispute and to enforce the outcome of any mediation.
Section 15. General.
15.1. Compliance with Laws . Each Party will comply with applicable laws in connection with the performance of its obligations under this Agreement, including that Customer will ensure its and its Authorized Users’ use of the Products and Services complies with law (including privacy laws), and Customer will obtain any FCC and other licenses or authorizations (including licenses or authorizations required by foreign regulatory bodies) required for its and its Authorized Users’ use of the Products and Services. Motorola may, at its discretion, cease providing or otherwise modify Products and Services (or any terms related thereto in an Addendum or Proposal), in order to comply with any changes in applicable law.
15.2. Audit; Monitoring. Motorola will have the right to monitor and audit use of the Products, including an audit of total user licenses credentialed by Customer for any Subscription Software, which may also include access by Motorola to Customer Data and Service Use Data. Customer will provide notice of such monitoring to its Authorized Users and obtain any required consents, including individual end users, and will cooperate with Motorola in any monitoring or audit. Customer will maintain during the Term, and for two (2) years thereafter, accurate records relating to any software licenses granted under this Agreement to verify compliance with this Agreement.
Motorola or a third party (“Auditor”) may inspect Customer’s and, as applicable, Authorized Users’ premises, books, and records. Motorola will pay expenses and costs of the Auditor, unless Customer is found to be in violation of the terms of the Agreement, in which case Customer will be
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responsible for such expenses and costs. In the event Motorola determines that Customer’s usage of the Subscription Software during the applicable Subscription Term exceeded the total number of licenses purchased by Customer, Motorola may invoice Customer for the additional licenses used by Customer, pro-rated for each additional license from the date such license was activated, and Customer will pay such invoice in accordance with the payment terms in the Agreement.
15.3. Assignment and Subcontracting. Neither Party may assign or otherwise transfer this Agreement without the prior written approval of the other Party. Motorola may assign or otherwise transfer this Agreement or any of its rights or obligations under this Agreement without consent (a) for financing purposes, (b) in connection with a merger, acquisition or sale of all or substantially all of its assets, (c) as part of a corporate reorganization, or (d) to a subsidiary corporation. Subject to the foregoing, this Agreement will be binding upo n the Parties and their respective successors and assigns.
Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement.
15.4. Waiver. A delay or omission by either Party to exercise any right under this Agreement will not be construed to be a waiver of such right. A waiver by either Party of any of the obligations to be performed by the other, or any breach thereof, will not be constr ued to be a waiver of any succeeding breach or of any other obligation. All waivers must be in writing and signed by the Party waiving its rights.
15.5. Severability. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, such provision will be deemed to be modified to reflect as nearly as possible the original intentions of the Parties in ac cordance with applicable law. The remaining provisions of this Agreement will not be affected, and each such provision will be valid and enforceable to the full extent permitted by applicable law.
15.6. Independent Contractors . Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership, or formal business organization of any kind.
15.7. Third-Party Beneficiaries. The Agreement is entered into solely between, and may be enforced only by, the Parties. Each Party intends that the Agreement will not benefit, or create any right or cause of action in or on behalf of, any entity other than the Parties. Notwithstanding the foregoing, a licensor or supplier of third-party software included in the software Products will be a direct and intended third-party beneficiary of this Agreement.
15.8. Interpretation. The section headings in this Agreement are included only for convenience The words “including” and “include” will be deemed to be followed by the phrase “without limitation”.
This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party.
15.9. Notices. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address provided by the other Party by certified mail, return receipt requested and postage prepaid (or by a rec ognized courier service, such as FedEx, UPS, or DHL), and will be effective upon receipt.
15.10. Cumulative Remedies . Except as specifically stated in this Agreement, all remedies provided for in this Agreement will be cumulative and in addition to, and not in lieu of, any other remedies available to either Party at law, in equity, by contract, or otherwise. Except as specifically
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stated in this Agreement, the election by a Party of any remedy provided for in this Agreement or otherwise available to such Party will not preclude such Party from pursuing any other remedies available to such Party at law, in equity, by contract, or otherwise.
15.11. Survival. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 3.4 – Customer Obligations; Section 4.6 – Effect of Termination or Expiration; Section 5 – Payment and Invoicing; Section 7.11 – Warranty Disclaimer; Section 8.3 – Customer Indemnity; Section 9 – Limitation of Liability; Section 10 – Confidentiality; Section 11 – Proprietary Rights; Data; Feedback; Section 13 – Force Majeure; Delays Caused by Customer; Section 14 – Disputes; and Section 15 – General.
15.12. Entire Agreement . This Agreement, including all Exhibits, Addenda, and Proposals, constitutes the entire agreement of the Parties regarding the subject matter hereto, and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts, and will have the same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing or by electronic signature. An electronic signature, facsimile copy, or computer image of a signature, w ill be treated, and will have the same effect as an original signature, and will have the same effect, as an original signed copy of this document. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment, or other form will not be considered an amendment or modification or part of this Agreement, even if a representative of each Party signs such document.
The Parties hereby enter into this MCA as of the Effective Date.
Motorola Solutions, Inc. Customer: _______________________ By: ______________________________ By: ______________________________ Name: ___________________________ Name: ____________________________ Title: ____________________________ Title: _____________________________ Date: ____________________________ Date: _____________________________
Software License Addendum
This Software License Addendum (this “ SLA”) is subject to, and governed by, the terms of the Motorola Solutions Customer Agreement (“MCA”) to which it is attached. Capitalized terms used in this SLA, but not defined herein, will have the meanings set forth in the MCA.
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Section 1. Addendum. This SLA governs Customer’s use of Licensed Software (and, if set forth in a Proposal, related Services) and Subscription Software from Motorola, as applicable, and is an integral part of the Parties’ Agreement.
Section 2. Licensed Software License and Restrictions.
2.1. Licensed Software License. Subject to Customer’s and its Authorized Users’ compliance with the Agreement (including payment terms), Motorola hereby grants Customer and its Authorized Users a limited, non-transferable, non-sublicensable, and non -exclusive license to use the Licensed Software identified in a Proposal, in object code form only, and the associated Documentation, solely in connection with the Equipment provided by Motorola or autho rized Customer-Provided Equipment (as applicable, the “ Designated Products ”) and solely for Customer’s internal business purposes. Unless otherwise stated in an Addendum or the Proposal, the foregoing license grant will be limited to the number of licenses set forth in the applicable Proposal and will continue for the life of the applicable Designated Product. Except as otherwise permitted in an applicable Addendum or Proposal, Customer may install, access, and use Licensed Software only in Customer’s owned or controlled facilities, including any authorized mobile sites; provided, however, that Authorized Users using authorized mobile or handheld devices may also log into and access the Licensed Software remotely from any location.
2.2. Subscription License Model. If the Parties mutually agree that any Licensed Software purchased under this Agreement will be replaced with or upgraded to Subscription Software, then upon such time which the Parties execute the applicable Change Order or Proposal, the licenses grante d under this Section 2 Licensed Software License and Restrictions will automatically terminate, and such Subscription Software will be governed by the terms of Section 3 Subscription Software License and Restrictions.
2.3. Customer Restrictions . Customers and Authorized Users will comply with the applicable Documentation in connection with their use of the Products. Customer will not and will not allow others, including the Authorized Users, to: (a) make the Licensed Software available for use b y unauthorized third parties, including via a commercial rental or sharing arrangement; (b) reverse engineer, disassemble, or reprogram the Licensed Software or any portion thereof to a human - readable form; (c) modify, create derivative works of, or merge the Licensed Software with other software or equipment; (d) copy, reproduce, distribute, lend, lease, or transfer the Licensed Software or Documentation for or to any third party without the prior express written permission of Motorola; (e) take any action that would cause the Licensed Software or Documentation to be placed in the public domain; (f) use the Licensed Software to compete with Motorola; or (g) remove, alter, or obscure, any copyright or other notice.
2.4. Copies. Customer may make one (1) copy of the Licensed Software solely for archival, back-up, or disaster recovery purposes during the term of the applicable Licensed Software license.
Customer may make as many copies of the Documentation reasonably required for the internal use of the Licensed Software during such Licensed Software’s license term. Unless otherwise authorized by Motorola in writing, Customer will not, and will not enable or allow any third party to: (a) install a licensed copy of the Licensed Software on more than one (1) unit of a Designated Product; or (b) copy onto or transfer Licensed Software installed in a unit of a Designated Product onto another device. Customer may temporarily transfer Licensed Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Customer provides written notice to Motorola of the temporary transfer and identifies the device on which the Licensed is transferred. Temporary transfer of the License d Software to another device must be discontinued when the original Designated Product is returned to operation and the Licensed Software must be removed from the other device. Customer must provide prompt written notice to Motorola at the time the temporary transfer is discontinued.
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2.5. Resale of Equipment. Equipment contains embedded Licensed Software. If Customer desires to sell its used Equipment to a third party, Customer must first receive prior written authorization from Motorola, which will not be unreasonably denied, and obtain written acceptance of the applicable Licensed Software license terms, including the obligation to pay relevant license fees, from such third party.
Section 3. Subscription Software License and Restrictions.
3.1. Subscription Software License. Subject to Customer’s and its Authorized Users’ compliance with the Agreement, including payment terms, Motorola hereby grants Customer and its Authorized Users a limited, non -transferable, non -sublicensable, and non -exclusive license to use the Subscription Software identified in a Proposal, and the associated Documentation, solely for Customer’s internal business purposes. The foregoing license grant will be limited to use in the territory and to the number of licenses set forth in a Proposal (if applicable), and will continue for the applicable Subscription Term. Customer may access, and use the Subscription Software only in Customer’s owned or controlled facilities, including any authorized mobile sites; provided, however, that Authorized Users using authorized mobile or handheld devices may also log into and access the Subscription Software remotely from any location. No custom development work will be performed under this Addendum.
3.2. Customer Restrictions . Customers and Authorized Users will comply with the applicable Documentation and the copyright laws of the United States and all other relevant jurisdictions (including the copyright laws where Customer uses the Subscription Software) in connection with their use of the Subscription Software. Customer will not, and will not allow others including the Authorized Users, to make the Subscription Software available for use by unauthorized third parties, including via a commercial rental or sharing arrangement; reverse engineer, disassemble, or reprogram software used to provide the Subscription Software or any portion thereof to a human-readable form; modify, create derivative works of, or merge the Subscription Software or software used t o provide the Subscription Software with other software; copy, reproduce, distribute, lend, or lease the Subscription Software or Documentation for or to any third party; take any action that would cause the Subscription Software, software used to provide the Subscription Software, or Documentation to be placed in the public domain; use the Subscription Software to compete with Motorola; remove, alter, or obscure, any copyright or other notice; share user credentials (including among Authorized Users); use the Subscription Software to store or transmit malicious code; or attempt to gain unauthorized access to the Subscription Software or its related systems or networks.
3.3. User Credentials . If applicable, Motorola will provide Customer with administrative user credentials for the Subscription Software, and Customer will ensure such administrative user credentials are accessed and used only by Customer’s employees with training on their prop er use. Customer will protect, and will cause its Authorized Users to protect, the confidentiality and security of all user credentials, including any administrative user credentials, and maintain user credential validity, including by upda ting passwords. Customer will be liable for any use of the Subscription Software through such user credential (including through any administrative user credentials), including any changes made to the Subscription Software or issues or user impact arising therefrom. To the extent Motorola provides Services to Customer in order to help resolve issues resulting from changes made to the Subscription Software through user credentials, including through any administrative user credentials, or issues otherwise created by Authorized Users, such Services will be billed to Customer on a time and materials basis, and Customer will pay all invoices in accordance with the payment terms of the MCA.
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Section 4. Software Systems - Applicable Terms and Conditions
4.1. On-Premise Software System. If Customer purchases an “on -premises Software System,” where Licensed Software is installed at Customer Sites or on Customer -Provided Equipment, then, unless otherwise specified in writing that any software is being purchased as Subscription Software, the Licensed Software is subject to Section 2 of the SLA.
4.1.1. CAD and Records Products. The terms set forth in this Section 4.1.1. apply in the event Customer purchases any Computer Aided Dispatch (“CAD”) or Records Products under the Agreement.
4.1.1.1. Support Required. Customer acknowledges and agrees that the licenses granted by Motorola under this SLA to CAD and Records Products for on -premises Software Systems are conditioned upon Customer purchasing Maintenance and Support Services for such Products during the term of the applicable license. If at any time during the term of any such license, Customer fails to purchase associated Maintenance and Support Services (or pay the fees for such Services), Motorola will have the right to terminate or suspend the software licenses for CAD and Record Products.
4.1.1.2. CJIS Security Policy. Motorola agrees to support Customer’s obligation to comply with the Federal Bureau of Investigation Criminal Justice Information Services (“CJIS”) Security Policy and will comply with the terms of the CJIS Security Addendum for the term of the Addendum or Proposal for the applicable Product. Customer hereby consents to Motorola screened personnel serving as the “escort” within the meaning of CJIS Security Policy for unscreened Motorola personnel that require access to unencrypted Criminal Justice Information for purposes of Product support and development.
4.2. On-Premise Software System as a Service. If Customer purchases an “on-premises Software System as a service,” where software Products are installed at Customer Sites or on Customer - Provided Equipment, and generally licensed on a subscription basis (i.e, as Subscription Software), then such Subscr iption Software is subject to Section 3 of the SLA. The firmware preinstalled on Equipment included with an on-premises Software System as a service purchase, and any Microsoft operating system Licensed Software are subject to Section 2 of the SLA.
4.2.1. Transition to Subscription License Model. If the Parties mutually agree that any on - premises Subscription Software purchased under this SLA as part of an “on-premises Software System as a service” solution will be replaced with or upgraded to Subscription Software hosted in a data center, then up on such time the Parties execute the applicable agreement, (a) the licenses granted to such on -premises Subscription Software under this SLA will automatically terminate, (b) Customer and its Authorized Users will c ease use of the applicable on -premises copies of Subscription Software, and (c) the replacement hosted Subscription Software provided hereunder will be governed by the terms of Section 4.3 Cloud Hosted Software System.
4.2.2. Transition Fee . Motorola will not charge additional Fees for Services related to the transition to hosted Subscription Software, as described in Section 4.2.1 – Transition to Subscription License Model. Notwithstanding the foregoing, subscription Fees may be greater than Fees paid by Customer for on-premises Subscription Software.
4.2.3. Software Decommissioning. Upon (a) transition of the on-premises Software System as a service to Subscription Software hosted in a data center or (b) any termination of the Subscription Software license for the on-premises Software System as a service, Motorola will have the righ t to enter Customer Sites and decommission the applicable on -premises Subscription Software that is installed at Customer’s Site or on Customer-Provided Equipment. For clarity, Customer will
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retain the right to use Licensed Software that is firmware incorporated into Equipment purchased by Customer from Motorola and any Microsoft operating system Licensed Software.
4.3. Cloud Hosted Software System. If Customer purchases a “cloud hosted Software System,” where the applicable software is hosted in a data center and provided to Customer as a service (i.e., as hosted Subscription Software), then such Subscription Software is subject to Section 3 of the SLA.
4.4. Additional Cloud Terms. The terms set forth in this Section 4.4 – Additional Cloud Terms apply in the event Customer purchases any cloud-hosted software Products.
4.4.1. Data Storage. Motorola will determine, in its sole discretion, the location of the stored content for cloud hosted software Products. All data, replications, and backups will be stored at a location in the United States for Customers in the United States.
4.4.2. Data Retrieval. Cloud hosted software Products will leverage different types of storage to optimize software, as determined in Motorola’s sole discretion. For multimedia data, such as videos, pictures, audio files, Motorola will, in its sole discretion, determine the ty pe of storage medium used to store the content. The type of storage and medium selected by Motorola will determine the data retrieval speed. Access to content in archival storage may take up to twenty- four (24) hours to be viewable.
4.4.3. Maintenance. Scheduled maintenance of cloud -hosted software Products will be performed periodically. Motorola will make commercially reasonable efforts to notify customers one (1) week in advance of any such maintenance. Unscheduled and emergency maintenance may be required from time to time. Motorola will make commercially reasonable efforts to notify customers of any unscheduled or emergency maintenance twenty-four (24) hours in advance.
Section 5. Term.
5.1. Term. The term of this SLA (the “SLA Term”) will commence upon the Effective Date of the MCA.
5.2. Termination - Licensed Software License. Notwithstanding the termination provisions of the MCA, Motorola may terminate this SLA (and any Agreements hereunder) immediately upon notice to Customer if Customer breaches Section 2 – Licensed Software License and Restrictions of this SLA, or any other provision related to Licensed Software license scope or restrictions set forth in a Proposal, EULA, or other applicable Addendum. Upon termination or expiration of the SLA Term, all Motorola obligations under this S LA (including with respect to Equipment and Licensed Software delivered hereunder) will terminate. If Customer desires to purchase additional Services in connection with such Equipment or Licensed Software, Customer may enter into a separate Addendum with Motorola, governing such Services.
5.3. Termination - Subscription Software License. Notwithstanding the termination provisions of the MCA, Motorola may terminate this SLA, or suspend delivery of Subscription Software or Services, immediately upon notice to Customer if (a) Customer breaches Section 3 – Subscription Software License and Restrictions of this SLA, or any other provision related to Subscription Software license scope or restrictions set forth therein, or (b) it determines that Customer’s use of the Subscription Software poses, or may pose, a security or other risk or adverse impact to any Subscription Software, Motorola, Motorola’s systems, or any third party (including other Motorola customers).
5.4. Customer acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Licensed Software, Subscription Software, and
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Documentation, and that Customer’s breach of the SLA will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Customer breaches this SLA, in addition to termination, Motorola will be entitled to all available remedies at law or in equity (including immediate injunctive relief).
5.5. Applicable End User Terms. Additional license terms apply to third-party software included in certain software Products which are available online at www.motorolasolutions.com/legal-flow- downs. Customer will comply, and ensure its Authorized Users comply, with all such additional license terms.
Section 6. Copyright Notices. The existence of a copyright notice on any Licensed Software will not be construed as an admission or presumption of publication of the Licensed Software or public disclosure of any trade secrets associated with the Licensed Software.
Section 7. Survival. The following provisions will survive the expiration or termination of this SLA for any reason: Section 2 – Licensed Software License and Restrictions; Section 3 -- Subscription Software License and Restrictions; Section 4 -- Software Systems -- Applicable Terms and Conditions; Section 5 – Term; Section 7 – Survival.
Mobile Video and Vigilant Addendum
This Mobile Video and Vigilant Addendum (this “MVVA”) is subject to, and governed by, the terms of the Motorola Solutions Customer Agreement (“MCA”) to which it is attached. Capitalized terms used in this MVVA, but not defined herein, will have the meanings set forth in the MCA.
Section 1. Addendum. This MVVA governs Customer’s purchase of (a) any Motorola mobile video Products, including participation in Motorola’s Video -as-a-Service Program (“ VaaS Program”), and (b) Motorola’s Vigilant automated license plate recognition software and hardware Products (“LPR Products”). This MVVA will control with respect to conflicting or
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ambiguous terms in the MCA or any other applicable Addendum, but only as applicable to the Mobile Video System or other Products purchased under this MVVA.
Section 2. Definitions.
“Mobile Video System” is a solution that includes at least one mobile video Product and requires Integration Services to deploy such mobile video Product or the associated evidence management Product at a Customer Site.
Camera License Key (“CLK”) means an electronic key that will permit each camera (one CLK per camera) to be used with Vigilant CarDetector and/or Subscription Software Commercial Booking Images refers to booking images collected by commercial sources and available on Vigilant VehicleManager with a paid subscription.
Commercial Data means both Commercial Booking Images and Commercial LPR Data.
Commercial LPR Data refers to LPR data collected by private sources and available on Vigilant VehicleManager with a paid subscription.
License Plate Recognition (“LPR”) refers to the process of utilizing cameras, either stationary or mounted on moving vehicles, to capture and interpret images of vehicle license plates.
Section 3. Evidence Management Systems; Applicable Terms and Conditions.
3.1. On-Premise Evidence Management. If Customer purchases a Mobile Video System where Equipment and Licensed Software for evidence management is installed at Customer Sites (an “On-Premises Evidence Management System”), then, unless the Proposal specifies that any software is being purchased as Subscription Software, any (i) Equipment and (ii) Licensed Software installed at Customer Sites or on Customer -Provided Equipment purchased in connection with the On -Premises E vidence Management System is subject to the SLA. On - Premises Evidence Mana gement Systems described in this Section qualify for the System Warranty as described in Section 5 – On-Premises Evidence Management System Warranty (the “System Warranty”).
3.2. Cloud Hosted Evidence Management . If Customer purchases a Mobile Video System where the software for evidence management is hosted in a data center and provided to Customer as a service (” Cloud Hosted Evidence Management System”), then such software is subject to the SLA. Any Equipment purchased in connection with the Cloud Hosted Evidence Management System is subject to the MCA. System Warranty does not apply to Cloud Hosted Evidence Management Systems. System completion is dete rmined in accordance with the provisions of Section 12 –System Completion below.
3.3. Services. Any Integration Services or Maintenance and Support Services purchased in connection with, or included as a part of, a Mobile Video System are subject to the MCA, and as described in the applicable Addendum.
Section 4. Payment. Customer will pay invoices for the Products and Services covered by this MVVA in accordance with the invoice payment terms set forth in the MCA. Fees for Mobile Video Systems will be invoiced as of the System Completion Date, unless another payment process or schedule is set forth in the Proposal.
Section 5. On-Premises Evidence Management System Warranty. Subject to the disclaimers in the MCA and any other applicable Addenda, Motorola represents and warrants that, on the System Completion Date (as defined below) for an On -Premises Evidence Management System described in Section 3.1 – On-Premises Evidence Management (a) such On-Premises Evidence Management System will perform in accordance with the descriptions in
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the applicable Proposal in all material respects, and (b) if Customer has purchased any Equipment or Motorola Licensed Software (but, for clarity, excluding Subscription Software) as part of such On-Premises Evidence Management System, the warranty period applicable to such Equipment and Motorola Licensed Software will continue for a period of one (1) year commencing upon the System Completion Date for the On -Premises Evidence Management System that includes such Products, or on the applicable Product Completion Date, if earlier.
Section 6. Additional Software and Video Terms and Conditions.
6.1. Unlimited Storage. Storage shall be specifically described in Proposal. “Unlimited Storage” related to Customer’s purchase of a Cloud Hosted Evidence Management system means storage of all data captured using Equipment sold under this MVA, provided that (1) video recordings are recorded in an event-based setting where users are not recording an entire shift under one video footage and (2) Customer’s data retention policies and practices do not result in the retention of data beyond the statutory minimums set forth by the State in which the Customer resides. In the event Customer does not comply with the preceding clauses (1) and (2), Motorola shall have the right to charge Customer for such excess data storage at the prevailing rates. Motorola also has the right to place any data that has not been accessed for a consecutive six (6) month period into archival storage, retrieval of which may take up to twenty-four (24) hours from any access request.
6.2. Applicable End User Terms. Described in Section 5.6 of the SLA.
6.3. License Plate Recognition Data Ownership and Retention . Motorola retains all title and rights to Commercial LPR Data and Commercial Booking Images. Customer shall not utilize Commercial LPR Data or Commercial Booking Images on the behalf of other local, state or Federal law enforcement agencies (“LEAs”). LPR data and where applicable, booking images, collected by the License plate recognition (“LPR”) data collected by Customer is considered Customer Data (as defined in the MCA) and is therefore subject to the Customer’s own retention policy. LPR data and/or booking images that has reached the end of the retention period set by the Customer in ClientPortal or VehicleManager will be deleted in accordance thereof. Customer retains all rights to LPR data and booking images collected by Customer.
6.3.1 Data Sharing. Customer, at its option, may share its LPR data with other similarly situated LEAs which contract with Motorola to access Vigilant VehicleManager by selecting this option within Vigilant VehicleManager. Other similarly situated LEAs may similarly opt to share their LPR data with Customer using Vigilant VehicleManager. Such LPR data generated by other LEAs is considered Third-Party Data (as defined in the MCA), is governed by the retention policy of the respective LEA, and shall be used by Customer only in connection with its use of Vigilant VehicleManager.
6.3.2. Only individuals who are agents and/or sworn officers of Customer and who are authorized by Customer to access Vigilant VehicleManager on behalf of Customer through login credentials provided by Customer (“ User Eligibility Requirements ”) may access Vigilant VehicleManager. Motorola in its sole discretion may deny access to Vigilant VehicleManager to any individual based on such person’s failure to meet the User Eligibility Requirements. Customer will ensure no user logins are provided to agents or officers of other local, state, or Federal LEAs without the express written consent of Motorola. Customer will be responsible for all individuals’ access to, and use of, Vigilant VehicleManager through use of Customer login credentials, including ensuring their compliance with th is Agreement. Customer shall notify Motorola immediately if Customer believes the password of any of its Users has, or may have, been obtained or used by any unauthorized person(s). In addition, Customer must notify Motorola immediately if it becomes aware of any other breach or attempted breach of the security of any of its Users’ accounts.
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6.3.3 LEA Customers. If Customer is an LEA, other similarly situated LEAs that collect their own LPR data and booking images may opt to share such data with Customer using VehicleManager.
6.3.4. Non-LEA Customers. If Customer is a non -LEA Customer, other similarly situated ClientPortal customers that collect their own LPR data may opt to share such data with Customer using ClientPortal. Such LPR data generated by other ClientPortal customers is considered Third-Party Data (as defined in the MCA), is governed by the retention policy of the respective ClientPortal customer, and shall be used by Customer only in connection with its use of ClientPortal. Third -party LPR data that has reached its expiration date will be deleted from ClientPortal in accordance with the retention terms of the sharing entity.
6.4. Commercial Data Access. If Customer purchases a subscription to Commercial Data, then Customer shall execute and agree to the terms of Motorola’s standard Data License Addendum, a copy of which is available upon request.
6.5. API Support. Described in the MCA.
6.6. Support of Downloaded Clients. Described in the MCA.
6.7. CJIS Security Policy. Described in the MCA.
Section 7. VaaS Program Terms. All hardware provided by Motorola to Customer under the VaaS Program will be considered Equipment, as defined in the MCA and constitutes a purchase of Equipment subject to the terms and conditions contained therein. In addition, the following terms and conditions apply to any Equipment purchased under the VaaS Program:
7.1. Technology Refresh. Body cameras and associated batteries purchased under the VaaS Program (“Body Cameras”) may be eligible for a technology refresh as described in the Proposal.
If included in the Proposal, and in the event the Body Camera is eligible for replacement applicable under this Section 7.1 – Technology Refresh, Customer must return the existing Body Camera to Motorola in working condition. The corresponding replacement Body Camera will be the then- current model of the Body Camera at the sam e tier as the Body Camera that is returned to Motorola. For clarity, any other Equipment received by Customer as part of the VaaS Program, other than Body Cameras, or associated batteries (if specified in the Proposal) will not be eligible for a technology refresh hereunder.
7.2. No-Fault Warranty. If specified in the Proposal, and subject to the disclaimers set forth in the Agreement, upon delivery of Equipment purchased as part of the VaaS Program, Motorola will provide a No-fault Warranty to Customer for such Equipment that extends until the end of the Commitment Term (as defined below) applicable to such Equipment; except that the No -fault Warranty will not apply to: (i) any Equipment with intentionally altered or removed serial numbers, (ii) any other damages disclaimed under the MCA, or (iii) any Equipment that Motorola determines was changed, modified, or repaired by Customer or any third party. The “ No-fault Warranty” means that Motorola will repair or replace any Equipment components or parts that render the applicable Equipment unable to perform its intended purpose. With respect to any batteries in Body Cameras, a battery will be considered faulty and covered unde r this No-fault Warranty if it falls below sixty percent (60%) of rated capacity.
7.3. Commitment Term. Customer accepts that following the delivery of any Equipment under the VaaS Program, Customer commits to a five (5) year subscription term for such Equipment at the rate provided in the Proposal (the “Initial Commitment Term”). If Customer, for any reason, terminates any of its obligations to Motorola prior to expiration of the applicable Commitment Term
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(as defined below), Customer will be subject to the payments described in Section 11.2 – Termination hereunder.
Section 8. Additional Devices . Any additional Equipment, including any accessory items, ordered by Customer after Customers’ initial purchase of Equipment hereunder may be subject to an incremental increase in Fees. In the event Customer orders additional Equipment under the VaaS Progr am within the ninety (90) days immediately following its initial purchase, such Equipment will be included in and subject to the Initial Commitment Term. Any additional Equipment purchased under the VaaS Program subsequent to such ninety (90) day period, will commence an additional subscription term commitment for such Equipment of five (5) years (a “Subsequent Commitment Term ”) with respect to the monthly Fee associated with such additional Equipment. For purposes of this Addendum, the Initial Commitment Term and each Subsequent Commitment Term are each also referred to herein as a “Commitment Term”.
Section 9. Included Subscription Software.
9.1 VideoManager EL. Subject to Section 11.1 – VaaS Term, if the Equipment purchased under the VaaS Program provides Customer with a subscription to the Cloud Hosted Evidence Management System during the VaaS Term (as defined below), use of the Cloud Hosted Evidence Management System is subject to the MCA and SLA. Customer’s subscription will include unlimited users, Unlimited Storage and unlimited sharing, provided any media or data uploaded to the Cloud Hosted Evidence Management System is done using Motorola Equipment actively enrolled in the VaaS Program. Following expiration of the applicable Commitment Term, Customer’s continued use of expired Equipment with the Cloud Hosted Evidence Management System is subject to Customer’s purchase of additional ac cess at Motorola’s prevailing rates, or Motorola may disconnect connectivity of any expired Equipment to the Cloud Hosted Evidence Management System.
9.2 CommandCentral. If specified and included in the Proposal, for each applicable Body Camera, in-car system or integrated system purchased, Customer will receive one user license for Motorola CommandCentral (CC), which provides access to CC Community, CC Capture, CC Vault and CC Records. Additional CC licenses may be purchased for an additional fee.
9.3 VideoManager EX : Subject to Section 11.1 – VaaS Term, if specified in the Proposal, Equipment purchased under the VaaS Program provides Customer with a single subscription to Video Manager EX during the VaaS Term (as defined below), the use of which is subject to the MCA and SLA. Following expiration of the applicable Commitment Term, Customer must purchase additional access to VideoManager EX, at Motorola’s prevailing rates, to continue using expired Equipment with the VideoManager EX, or Motorola may disconnect connectivity of any expired Equipment.
9.4. Vigilant VehicleManager or Vigilant ClientPortal. The VaaS Program provides Customer with a subscription to Vigilant VehicleManager or Vigilant ClientPortal, as specified in the Proposal, during the VaaS Term (as defined below). Following expiration of the applicable Commitment Term, if Customer desires to continue use of expired Equipment with the Vigilant VehicleManager or Vigilant ClientPortal, Customer must purchase additional access to Vigilant VehicleManager or Vigilant Cli entPortal based on Moto rola’s prevailing rates, or Motorola may disconnect connectivity of any expired Equipment to such software.
9.4.1. Access. Use and access to VehicleManager is strictly restricted to Law Enforcement Agencies (“ LEAs”) and their Authorized Users. Non -LEAs and their Authorized Users may purchase/access Client Portal.
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9.5. CarDetector. Customer Customer may purchase Vigilant CarDetector which is Subscription Software. For Customers subscribing to CarDetector, Customer is required to obtain a CLK for each Motorola-approved camera which uses CarDetector. A CLK can be obtained by Customer by going to Motorola’s company support website and completing the online request form to Vigilant technical support staff.
Section 10. VaaS Program Payment.
10.1 Mobile Video System: Unless otherwise provided in a Proposal (and notwithstanding the provisions of the MCA), Customer will prepay a subscription Fee quarterly (each a “Subscription Quarter”), as set forth in a Proposal. If Customer orders any additional Product(s) under the VaaS Program subsequent to the initial purchase by Customer, Fees for such additional Product will be added to the quarterly subscription Fee, and will be payable on the same Fee payment schedule as the initial Product purchased u nder the VaaS Program; provided, however, that for the first Subscription Quarter during which such additional Product is purchased, the subscription Fee for the applicable additional Product will be prorated based on the applicable number of days remaining in the such initial Subscription Quarter.
10.2 LPR System: Unless otherwise provided in a Proposal (and notwithstanding the provisions of the MCA), Customer will prepay a subscription Fee yearly (each a “Subscription Year”), as set forth in a Proposal. If Customer orders any additional LPR Product(s) under the VaaS Program subsequent to Customer’s initial purchase, the Fees for the additional LPR Product will be added to the yearly subscription Fee and will be payable on the same Fee payment schedule as the initial LPR Products purchased by the Customer; provided, however, that for the first Subscription Year during which such additional LPR Product(s) is purchased, the subscription Fee for the applicable additional LPR Product(s) will be prorated based on the applicable number of days remaining in such initial Subscription Year.
Section 11. VaaS Program Term and Termination.
11.1 VaaS Term. Customer’s participation in the VaaS Program will commence upon the System Completion Date under this MVA, and will continue through the end of the final Commitment Term hereunder (“the “VaaS Term”). Following the end of any Commitment Term, Customer’s access to the Cloud Hosted Evidence Management System with respect to the Equipment purchased relative to that Commitment Term will expire, and Customer must download or transfer all Customer Data as sociated with the applicable Equipment within thirty (30) days following expiration unless Customer purchases extended access to the Cloud Hosted Evidence Management System from Motorola at the prevailing rates. Motorola has no obligation to retain Customer Data for expired Equipment beyond thirty (30) days following expiration of the applicable Commitment Term. For example, if Customer purchases 100 devices on January 1 of Year 1 of the VaaS Term or the Initial Commitment Term, and then 100 additional devices on January 1 of Year 3, on December 31 of Year 5 (i.e., the conclusion of the Initial Commitment Term), Customer’s access to the Cloud Hosted Evidence Management Syst em with respect to the first 100 devices will be discontinued, and Customer must purchase extended storage or transfer all Customer Data associated with the first 100 devices within thirty (30) days of expiration of the Initial Commitment Term. In the fore going example, the Cloud Hosted Evidence Management System access and data storage for the second 100 devices purchase will extend until December 31 of Year 7.
11.2 Termination. The termination provisions applicable to the VaaS Program will be those set forth in the MCA and SLA, as applicable. If Customer’s participation in the VaaS Program is terminated for any reason prior to the end of the Initial Commitment Term or any Subse quent Commitment Term, Customer will pay the prorated remainder of the aggregate Equipment list
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price (prevailing as of the time of delivery). This is calculated by multiplying the list price of all Equipment purchased under the VaaS Program by the percentage resulting from dividing the number of months remaining in the Commitment Term applicable to such Equipment by sixty (60).
In the event Customer purchased Equipment on multiple dates, resulting in separate Commitment Terms, the preceding calculation will be made relative to the applicable Commitment Term for each Equipment order.
11.3 Post Termination Subscription Software Access . Upon completion of the VaaS Term, Customer may elect to purchase additional CLKs, at then current rates, for continued Vigilant CarDetector and/or Subscription Software access. If applicable, additional network costs, at then current rates, may apply. An y continued Software Subscription access shall continue to be governed by the MCA and SLA.
Section 12. System Completion. Any Mobile Video System sold hereunder will be deemed completed upon Customer’s (or the applicable Authorized User’s) Beneficial Use of the applicable Mobile Video System (the “ System Completion Date”). Customer will not unreasonably delay Beneficial Use, and in any event, the Parties agree that Beneficial Use will be deemed to have occurred thirty (30) days after functional demonstration. As used in this Section, “Beneficial Use” means use by Customer or at least one (1) Aut horized User of the material features and functionalities of Mobile Video System, in material conformance with Product descriptions in the applicable Proposal. Any additional Equipment sold in connection with the initial Mobile Video System shall be deeme d delivered in accordance with the terms of the MCA. Any additional Subscription Software purchased under the VaaS Program will be deemed delivered upon Customer’s receipt of credentials required for access to the Cloud Hosted Evidence Management System or upon Motorola otherwise providing access to the Cloud Hosted Evidence Management System. This Section applies to Products purchased under the MVA notwithstanding any delivery provisions of the Agreement, and this Section will control over such other deli very provisions to the extent of a conflict.
Section 13. Additional Cloud Terms. The terms set forth in Section 4.4 Additional Cloud Terms of the SLA apply in the event Customer purchases any cloud hosted software Products, including a Cloud Hosted Evidence Management System.
Section 14. Survival. The following provisions will survive the expiration or termination of this MVVA for any reason: Section 1 – Addendum; 3 – Evidence Management Systems; Applicable Terms and Conditions; Section 4 – Payment; Section 6.2 – Applicable End User Terms; Section
9.1 – VideoManager EL Section 11 – VaaS Program Term and Termination; Section 14 – Survival.
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Drone Service Addendum
This Drone Service Addendum (this “DSA”) is entered into between Motorola Solutions, Inc., and affiliated companies, with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity purchasing Products or Services (as defined below) from Motorola (“Customer”), and will be subject to, and governed by, the terms of the Motorola Solutions Customer Agreement and Subscription Software Addendum (collectively, the “MCA”) or Subscription Software Agreement (“SSA”), as applicable, entered into between the Parties, effective as of the earlier of (a) the first purchase of a Product or Service from Motorola, and (b) the date of the last signature on the first Ordering Document (as defined below) between the Parties (the “Agreement”), and the applicable Addenda. Capitalized terms used in this DSA, but not defined herein, will have the meanings set forth in the MCA, SSA or the applicable Addenda.
If you are purchasing Software or Services on behalf of your employer or another entity, you warrant that: (a) you have authority to bind your employer or the applicable entity, as “Customer” to this DSA; (b) you have read and understand this DSA; and (c) on behalf of the Customer that you represent, you agree to this DSA. If you do not have the legal authority to bind your employer or the applicable entity as Customer to this DSA, please do not complete the purchase of Motorola’s CAPE solution (“CAPE”) from Motorola.
This DSA governs Customer’s purchase of Motorola’s CAPE solution and will form part of the Parties’ Agreement. This DSA will control with respect to conflicting or ambiguous terms in the MCA or SSA or any other applicable Addendum, but only as applicable to the CAPE system purchased under this DSA and not with respect to other Products and Services.
1. DRONE SOFTWARE AND SERVICES
1.1 CAPE is a cloud platform for unmanned aerial vehicles (“Drones” or “Drone Hardware”) that provides the ability for Authorized Users to remotely operate a Drone in near real-time. The CAPE platform combines flight control and near real time video streaming with Drones.
1.2 Access to CAPE is offered on an annual subscription basis, priced according to the tier of the CAPE solution to be deployed. Pricing is provided in the applicable Ordering Document.
1.3 Limitations. Customer may access and use CAPE solely for its own benefit and in accordance with the terms of this DSA and the Agreement.
2. RESPONSIBILITIES
Customer will provide email addresses for Authorized Users who need access to Software and Services. Motorola will establish user accounts and provide access to Software and Services for Authorized Users defined by Customer. Motorola will provide initial Software and Services setup and initial training to specified customer pilots on the usage of the solution as set out in the applicable Ordering Document.
Customer is responsible for all Drone Hardware, Drone operations, operating policies and procedures, internet connectivity and all IT equipment and infrastructure. Customer is also responsible for providing Drone pilots and ensuring all such pilots have all applicable
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authorizations, including any Federal Aviation Administration (“FAA”) authorizations, for all Drone operations. Customer is responsible for also obtaining any FAA Certificate of Authorizations (“CoA”) and regulatory approvals and waivers needed to ensure safe and FAA compliant Drone operations. Customer is responsible for selecting Drone pilots capable of operating Drone Hardware. Motorola will solely provide access to Software and Services that supplements Customer’s Drone operations. Customer will comply with Motorola’s Acceptable Use Policy at:https://www.motorolasolutions.com/en_us/about/legal/motorola-solutions- customer-terms/acceptable-use-policy.html.
3. ACCESSING THE SERVICES
3.1 Account Authorization. Motorola will establish the Customer account (“Account”) and provide Customer with an administrative portal. Customer may access the Software and Services and administer permissions, including establishing Authorized Users authorized to access the Account. Access information for the Account is for Customer’s internal use only. Customer agrees not sell, transfer or sublicense the access information to any other entity or person, except that Customer may enable access by its agents and subcontractors performing work on its behalf.
Customer is responsible for the security of its passwords, use of the Account and for all activities that occur under the Account. Motorola, its affiliates and suppliers specifically disclaim any and all responsibility for unauthorized access to Customer Account. Customer agrees to diligently monitor the Account, to restrict use by unauthorized persons. Customer accepts full responsibility for any unauthorized use of the Software and Services. Customer shall notify Motorola immediately of any unauthorized use of its password(s) or any other breach of security.
3.2 Necessary Equipment and Software: The Software and Services is a cloud service provided over the internet. Customer must provide all equipment and software necessary to connect to the Software and Services. Customer is solely responsible for any fees, including Internet connection or mobile fees, that incur when accessing the Software and Services and transferring data.
3.3. Security, Availability and Backup: Motorola will implement reasonable and appropriate measures designed to help Customer secure content and data against accidental or unlawful loss, access or disclosure. Motorola procures cloud hosting services from reputable third party vendors (such as AWS and Google) and has no control over the methods they use for security and integrity of data on their servers. Motorola will use reasonable efforts to coordinate platform maintenance activities with such providers but is not responsible for service interruptions or breach or other loss of data caused due to such third party providers. Customer is responsible for properly configuring and using the Software and Services and otherwise taking appropriate action to secure, protect and backup accounts and content in a manner that will provide appropriate security and protection, which might include use of encryption to protect content and routinely archiving content and data.
4. DATA STORAGE
The Software and Services is not intended to be used as a video storage solution. Motorola does not provide an archiving service for Drone photo and video data, flight information, or any other information. Motorola expressly disclaims any and all obligations with respect to storage.
Motorola reserves the right to delete any data stored in the solution, such as video or pictures that are over thirty (30) calendar days old.
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5. DATA RETRIEVAL
Motorola will leverage different types of storage to optimize the Software and Services, as determined by Motorola’s sole discretion. For multimedia data, such as videos, pictures, audio files, Motorola will, in its sole discretion, determine the type of storage medium used to store the content. The type of storage and medium selected by Motorola will determine the data retrieval speed.
6. MAINTENANCE
Motorola will periodically perform maintenance of the Software and Services. Authorized Users may experience an interruption in service during such maintenance efforts.
7. NETWORK / INTERNET / OTHER REQUIREMENTS
7.1 The Software and Services requires the availability of appropriate network and internet connections. If any of the below items apply, additional deployment services may be needed to enable a successful deployment. Such additional deployment services will be provided for an additional fee.
Customer's internet is through private IT strict firewall policies, not able to install software on PC's
Customer requires multiple upload locations through different internet providers at each site Customer has slow internet (<20MBps or higher for 4k video upload) Customer doesn't have Wi-Fi
Customer doesn't use a Chromium based browser or uses conflicting Google Chrome extensions Customer requires multiple upload locations
Customer has multicast disabled on their wireless network Customer wants to utilize MAC address filtering
7.2 The following are not supported:
Wi-Fi AP's do not support 802.11AC
Customer AP does not support DNS-SD, and/or the Apple Bonjour suite
8. TERMINATION
8.1 Termination of Software and Services by Motorola. Motorola has the right to suspend or terminate use of the Software and Services at any time if it determines in its sole discretion that Customer or its Authorized Users are in violation of the terms of this DSA or the Agreement, or if necessary to avoid a violation of applicable law. Motorola will use reasonable efforts to notify Customer of its determination. In suspending or terminating the Software and Services, Motorola reserves and does not waive any rights or remedies available to it under this DSA or at law.
Motorola shall not be liable to Customer or any third-party for any termination of Customer Account.
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8.2 Termination of Software and Services by Customer. Customer may terminate the Agreement at any time by (a) notifying Motorola and (b) closing your Account. Your notice should be sent, in writing, to the following Motorola address: Attn: Motorola Solutions, Inc., 500 W. Monroe Street, Suite 4400, Chicago, IL 60661.
8.3 Effect of Termination. Termination by Customer for convenience during a subscription term does not entitle Customer to a refund of fees. Upon termination of the Software and Services, Customer will be prevented from further access and use of the portal and passwords, files, and all information associated with or inside the Account will be deleted.
9. REMEDIES FOR VIOLATIONS
If Motorola becomes aware of any possible violations of this DSA, Motorola reserves the right to investigate such violations. If, as a result of the investigation, Motorola believes that unlawful activity has occurred, Motorola reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Motorola is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Software and Services to (a) comply with applicable laws, legal process or governmental request; (b) enforce the Agreement and DSA; (c) respond to requests for Customer assistance; (d) protect the rights, property or personal safety of Motorola, its employees, subcontractors, agents, or the public, or (e) in connection with all enforcement actions or to government officials, as Motorola in its sole discretion believes to be necessary or appropriate.
10. DRONE OPERATION INDEMNITY
To the extent permitted by applicable law, Customer shall defend, indemnify and hold harmless Motorola from all liability, expense, judgment, suit, or cause of action, which may accrue against Motorola for damages arising from or related to personal injury, property damage or loss of life caused by a Customer Drone during Customer’s Drone operations.
11. THIRD PARTY DRONE PROVIDERS
11.1 If Customer has requested the interface of CAPE with Drones provided by a third party (“Drone Provider”), Customer agrees to the applicable terms and conditions of the Drone Provider.
11.2 MOTOROLA DISCLAIMS ANY LIABILITY FOR THE DRONE PROVIDER’S COLLECTION, USE, TRANSFER, AND ANY OTHER PROCESSING OF CUSTOMER’S INFORMATION. CUSTOMER ACKNOWLEDGES AND AGREES THAT MOTOROLA
DOES NOT HAVE CONTROL AND SHALL HAVE NO LIABILITY REGARDING THE INFORMATION THAT MAY BE COLLECTED BY DRONE PROVIDER’S SDK AND HOW
SUCH DATA MAY BE USED BY DRONE PROVIDER AND/OR THIRD PARTIES RECEIVING SUCH INFORMATION FROM DRONE PROVIDER. CUSTOMER WILL INDEMNIFY AND HOLD MOTOROLA HARMLESS FOR CUSTOMER’S FAILURE TO
PROVIDE NOTICE AND OBTAIN THE NECESSARY CONSENTS AS PROVIDED IN THIS SECTION.
EXHIBIT A
44 Copyright 2022, Peregrine Technologies, Inc. All rights reserved. Copyright extends to all pages of this document.
PEREGRINE CUSTOMER ORDER FORM & SCOPE OF SERVICES
Customer Information
Customer Name: Marina Police Department Contact: Chief Randy Hopkins Address:
211 Hillcrest Ave
Marina, Ca
Phone: 831-884-1278
Email:[email protected] Fax: N/A
Peregrine Services
Effective Date: October 31, 2024
Term: From the Effective Date through October 31, 2029 (“Initial Term”).
Service Fee: The following fee schedule is available to the Customer if Order Form is signed on or before November 1, 2024 . Unless otherwise terminated as set forth in the Terms and Conditions, Customer shall pay Peregrine a service fee of $43,500 annually for the Term as follows:
a. $43,500 within 30 days of the Effective Date
b. $43,500 within 30 days of October 31, 2025
c. $43,500 within 30 days of October 31, 2026
d. $43,500 within 30 days of October 31, 2027
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1 Proprietary and Confidential
Peregrine services are provided subject to the terms set forth above on this Order Form together with the attached terms and conditions (the “ Terms and Conditions ,” and together with this Order Form, the “ Agreement”). Any capitalized term used in this Order Form but not defined herein shall have the meaning ascribed to it in the Terms and Conditions. By signing this Order From, Peregrine and Customer each agree to the terms and conditions set forth in this Agreement. In the event of any conflict between th is Order Form and the Terms and Conditions, the terms of this Order Form shall govern to the extent of such conflict. This Order Form may be executed in counterparts (which may be delivered by electronic mail of .pdf files), each of which counterparts, whe n so executed and delivered, shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument.
Peregrine: Customer:
By: By:
Name: Nicholas Noone Name:
Title: President & CEO Title:
Date Signed: Date Signed:
Attest:
____________________________________
e. $43,500 within 30 days of October 31, 2028
Other than the period beginning in 2024, the recurring annual s ervice fee, set forth herein, is subject to City Council appropriation for any annual period thereafter.
Users: Customer may allow an unlimited number of employees of the Marina Police Department to access and use the Service.
Onboarding and Training Services: Peregrine will provide Customer with an introductory training session that provides an overview of the Service, background on accessible data sources as of the Effective Date and an introduction to the analytic capabilities of the Service. Peregrine will p rovide additional training, including refresher sessions and advanced training modules, from time to time upon mutual agreement of the parties.
Peregrine will provide such additional training at least two times per year, if requested by Cust omer.
Professional Services: The initial Customer Data sources and systems that Peregrine will integrate with the Service for Customer are: Tri-Tech CAD, Mark 43 RMS, Motorola Body Worn Camera/Digital Evidence, Flock LPR (30-day retention), Axon Fleet 3 LPR (30-day retention), and Lefta Professional Standards data.
The fee schedule above provides support for up to twenty (20) million annual LPR detections. Customer is responsible for any API or data access fees imposed by third party vendors that Customer contracts with for Customer Data.
Any additional data integrations or new functionality shall be subject to mutual written agreement of the parties, including with respect to fees. All additional data integration services or new functionality and corresponding fees will be set forth in a statement of work.
For clarity, Peregrine will provide any other Professional Services and additional data integration services in accordance with Section 2.2 of the Terms and Conditions.
EXHIBIT B
46 August 27, 2024
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[XX]
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Peregrine Customer Terms and Conditions
These Peregrine Customer Terms and Conditions govern the provision of the services described on the attached Order Form (“ Order Form ”) by Peregrine Technologies, Inc. (“ Peregrine”) to the Marina Police Department (“Customer”). By executing an Order Form with Peregrine, Customer agrees to be bound by these Terms and Conditions.
1. Definitions.
“Aggregated Data” has the meaning specified in Section 6.1. “CJIS Security Policy” means the FBI CJIS Security Policy document as published by the FBI CJIS Information Security Officer, currently located at https://www.fbi.gov/services/cjis/cjis -security-policy-resource-center. “Client-Side Software” means any software in source or object code form that Peregrine makes available for use in connection with the Service, including Peregrine’s mobile application(s). “Criminal Justice Information Services Division ” or “ CJIS” means the FBI division responsible for the collection, warehousing, and timely dissemination of relevant criminal justice information to the FBI and to qualified law enforcement, criminal justice, civilian, academic, employment and licensing agencies. “Customer Data” means any of Customer’s data, information, documents or electronic files that are provided to Peregrine via the Service or otherwise in connection with this Agreement, including any databases Customer procures from third party vendors for Peregrine’s integration with the Service; provided that, for purposes of clarity, Customer Data as defined herein does not include Aggregated Data. “Documentation” means the materials supplied by Peregrine hereunder, in any media, including any and all installer’s, operator’s and user’s manuals, training materials, guides, functional or technical specifications or other materials for use in conjunction with the Service.
“Personal Information” means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located, including without limitation all data considered “personal data”, “personal ly identifiable information”, or something similar under applicable laws, rules, or regulations relating to data privacy. “Professional Services” has the meaning specified in Section 2.2. “Service” means Peregrine’s proprietary platform that assist s Users with criminal investigations and police leadership decision making, consisting of a hosted web -based interface and the Client -Side Software. For purposes of this Agreement, the Service is exclusive of Professional Services that may be rendered upon mutual agreement of the parties in accordance with Section 2.2.
“SOW” has the meaning specified in Section 2.2.
“Third Party Data ” means any third party databases that Peregrine licenses from third party vendors and makes accessible via the Service. For clarity, Third Party Data does not include any Customer Data. “Third Party Products ” means any third -party products provided with, integrated with, or incorporated into the Service, including Third Party Data.
“Users” means the individuals authorized by Customer to use the Service in accordance with the terms in the Order Form (including number and type of individuals who may access the Service) and that have been supplied user identifications and passwords by Peregrine.
2. Provision of the Service and Additional Services.
2.1. Service. During the Term and subject to the terms and conditions of this Agreement, including payment of the fees set forth on the Order Form, Customer may: (a) access and use the Service for up to the number of Users set forth in the Order Form, (b) download and reproduce the applicable Documentation solely for internal use in association with the Service , and (c) download, install, and use any Client -Side Software in support of Customer’s
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use of the Service, in each case on a nonexclusive, non -transferable, and non -sublicensable basis and solely for Customer’s internal business purposes . Peregrine shall provide Customer with authentication credentials for individual Users upon written request from authorized personnel of Customer, (ii) onboarding and training services as set forth in the Order Form (“ Onboarding and Training Services ”), and (iii) telephone and standard technical support to Customer during normal business hours (“Technical Support”). Except as set forth herein, Peregrine shall, at its sole cost and expense, provide all facilities and equipment that may be necessary for Peregrine to perform the Services.
2.2. Professional Services. Except as set forth in the Order Form, in the event that Customer requests that Peregrine perform data integration, configuration or implementation services regarding the Service, including integration of Customer Data or Third Party Data and creation of specific modifications to the Service (but excluding any Onboarding and Training Services), Peregrine will discuss the scope and fees for such services and, if agreed, such work will be performed pursuant to a statement of work executed by the parties and referencing this Agreement that describe such scope and fees (an “ SOW,” and such services, the “Professional Services”). Any fees associated with the Professional Services shall be set forth in the applicable SOW and Customer shall pay such fees in accordance with Section 4.2 below. To the extent the Professional Services result in any software code or other tangible work product (“ Work Product ”), all such Work Product will remain owned solely and exclusively by Peregrine and may be used by Customer solely in connection with Customer’s authorized use of the Service under this Agreement. Customer shall permit Peregrine access to Customer’s offices and any other facilities necessary for Peregrine to provide the Professional Services.
2.3. Access and Policies. Customer will permit Peregrine access to Customer’s offices and any other facilities necessary for Peregrine to provide the Service, Onboarding and Training Services, Technical Support, and any Professional Services. Peregrine agrees to, and cause its pers onnel to, abide by Customer’s facilities access and use policies as provided by Customer to Peregrine in writing in advance of any on -site visits. Customer will also permit and enable Peregrine to have offsite access to Customer Data a nd the Customer’s production platform for the Service in order to provide the Service, Technical Support and Professional Services to the extent that Customer’s existing hardware, software, and data source agreements allow . Peregrine agrees to comply with the CJIS Security Policy in connection with its access to Customer Data, including CJIS -defined policies for remote access.
2.4. Compliance with Applicable Laws . Each party and its agents shall comply with all laws applicable to the performance or receipt, as applicable, of the Service hereunder.
2.5. Licenses and Permits. Peregrine and its employees, agents, and any subcontractors have, and will maintain at their sole cost and expense, all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions . In addition to the foregoing, Peregrine and any subcontractors shall obtain and maintain during the term of this Agreement valid business licenses from Customer as required by law.
2.6. Nondiscrimination and Equal Opportunity. Peregrine shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, genetic information, marital status, sex, sexual orientation, gender or gender identity, gender expression, ancestry, familial status, military or veteran status, or reproductive health decisionmaking, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Peregrine under this Agreement. Peregrine shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Peregrine thereby.
2.7. Suspension. Notwithstanding anything to the contrary in this Agreement, Peregrine may temporarily suspend Customer’s and any User’s access to any portion or all of the Service if: (a) Peregrine reasonably determines that (i) there is a threat or attack on the Service; (ii) Customer’s or any User’s use of the Service disrupts or poses a security risk to the Service or to any other customer or vendor of Peregrine; ( iii) Customer, or any User, is using the Service for fraudulent or illegal activities; (iv) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become
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the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; ( v) Peregrine’s provision of the Service to Customer or any User is prohibited by applicable law; or (vi) any Customer Data submitted, posted, or otherwise transmitted by or on behalf of Customer or an User through the Service may infringe or otherwise violate any third party’s intellectual property or other rights; ( b) any vendor of Peregrine has suspended or terminated Peregrine’s access to or use of any Third Party Products required to enable Customer to access the Service; or (c) if Customer fails to pay any undisputed fees when due (any such suspension described in subclauses (a), (b), or (c), a “Service Suspension”). Peregrine shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Service following any Service Suspension. Peregrine shall use commercially reasonable efforts to resume providing access to the Service as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Peregrine will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any User may incur as a result of a Service Suspension. Customer shall not be obligated to pay annual service fees on the schedule stated in this Agreement during periods of temporar y suspension. Annual service fees shall be due when Service resumes. Customer shall not be obligated to pay, and Peregrine shall reimburse a pro-rata share of the annual service fee (based on number of days of suspension out of 365 days in the year) for any Service Suspension caused by Subclause (a)(i), (a)(iv), (a)(v), (b) that exceeds 14 days.
2.8. Third Party Products. Peregrine may from time to time make Third Party Products available to Customer or Peregrine may allow for certain Third Party Product s to be integrated with the Service. For purposes of this Agreement, such Third Party Product s are subject to their own terms and conditions. Peregrine is not responsible for the operation of any Third Party Products and makes no representations or warranties of any kind with respect to Third Party Product s or their respective providers. If Customer does not agree to abide by the applicable terms for any such Third Party Products, then Customer should not install or use such Third Party Products. By authorizing Peregrine to transmit Customer Data from Third Party Products into the Service, Customer represents and warrants to Peregrine that it has all right, power, and authority to provide such authorization.
2.9. Open Source Components. Certain aspects of the Service, such as the Client-Side Software, may contain or be distributed with open source software code or libraries (“ Open Source Components ”). Peregrine will provide a list of Open Source Components for a particular version of any distributed portion of the Service, such as the Client- Side Software, on Customer’s request. To the extent required by the license applicable to such Open Source Components: (a) Peregrine will use reasonable efforts to deliver to Customer any notices or other materials (such as source code); and (b) the terms of such licenses will apply to such Open Source Components in lieu of the terms of this Agreement. To the extent the terms of such licenses prohibit any of the restrictions in this Agreement with respect to any particular Open Source Component, such restrictions will not apply to such Open Source Component.
To the extent the terms of such licenses require Peregrine to make an offer to provide so urce code or related information in connection with the Open Source Component, such offer is hereby made. For purposes of clarity, Open Source Components are Third Party Products.
3. Customer Responsibilities.
3.1. Generally. Customer is responsible for all activities that occur under User accounts. Customer also shall: (a) ensure it has all rights necessary for Peregrine to integrate the Customer Data with the Service; (b) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; ( c) prevent unauthorized access to, or use of, the Service, and notify Peregrine immediately of any unauthorized access or use; (d)_ensure each User has its own unique acc ount on the Service and that Users do not share their account credentials with one another or any third party; and (e) comply with all applicable laws in using the Service. Customer agrees to provide its Users with the applications necessary to run the Service as set forth in the Documentation.
3.2. Use Restrictions. Customer shall not use the Service for any purposes beyond the scope of access granted under this Agreement. Without limiting the generality of the foregoing, Customer shall not, and shall ensure Users do not: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party; (b) send spam or otherwise d uplicative or unsolicited messages via the Service; (c) send or store material that Customer knows is infringing or unlawful material; (d) send or store material that Customer knows is containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (e) knowingly interfere with or disrupt the integrity
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or performance of the Service or the data contained therein; (f) attempt to gain unauthorized access to the Service or its related systems or networks ; (g) copy, modify, or create derivative works based upon the Service or any component thereof; (h) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Service or any component thereof; (i) knowingly use the Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property or other right of any third party or that violates any applicable law; (j) access or use the Service for purposes of competitive analysis of Peregrine or the Service, the development, provision, or use of a competing service or product, or any other purpose that is to Peregrine’s detriment or commercial disadvantage; or (k) input, upload, transmit, or otherwise provide to or through the Service any information or materials, including Customer Data, that are unlawful in any way.
3.3. CJIS Requirements. Customer certifies that it and its Users will comply with the following CJIS requirements:
(a) Customer agrees to use training, policy and procedures to ensure Users use proper handling, processing, storing and communication protocols for Customer Data an d any Third Party Data; (b) Customer agrees to protect the Service and any Third Party Data by monitoring and auditing staff user activity to ensure that it is only within the purview of system application development, system maintenance and the support roles assigned; (c) Customer will only provide access to the Service and any Third Party Data through Customer -managed role -based access and applied sharing rules configured by Customer; (d) Customer agrees to create and retain activity tra nsaction logs to enable auditing by Peregrine staff, CJIS and any Third Party Data owners; (e) Customer agrees to perform independent employment background screening for its staff at Customer’s own expense; and (f) Customer agrees to reinforce staff polici es for creating User accounts with only one Customer domain email address for each User, with exceptions only as granted in writing by Peregrine.
3.4. Operation Restrictions. Under certain circumstances, it may be dangerous to operate a moving vehicle while attempting to operate a laptop, mobile device or other touch screen and any of their applications. Customer agrees that the Users will be instructed to only utilize the int erface for the Service at times when it is safe to do so.
Peregrine is not liable for any accident caused by a result of distraction such as from viewing the screen while operating a moving vehicle.
3.5. Customer Logo. Peregrine may use Customer’s name and logo in Peregrine’s lists of customers provided that such use will comply with any standard trademark guidelines or Customer’s policy regarding use of name and logo provided by Customer to Peregrine.
3.6. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Peregrine by mail, email, telephone, or otherwise, suggesting or recommending changes to the Service, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Peregrine is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback.
4. Fees & Payment.
4.1. Fees. Customer shall pay the fees for the Service as specified in the Order Form and in any SOWs. All fees are non-refundable except to the extent otherwise expressly set forth in this Agreement.
4.2. Payment Terms. Except as set forth on the Order Form, Customer shall pay all fees within thirty (30) days of Peregrine issuing an invoice.
4.3. Taxes. Peregrine’s fees do not include any local, state, federal or foreign taxes, levies or duties of any nature (“Taxes”). Customer is responsible for paying all Taxes, excluding only taxes based on Peregrine’s income. If Peregrine has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Peregrine with a valid tax exemption certificate authorized by the appropriate taxing authority.
5. Proprietary Rights. The “Peregrine Technology “means (a) the Peregrine name, the Peregrine logo, and other trademarks and service marks; (b) audio and visual information, documents, software and other works of authorship, including training materials; (c) other technology included in the Service, including Client-Side Software, graphical user interfaces, workflows, products, processes, algorithms, know -how and other trade secrets,
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techniques, designs, inventions and other tangible or intangible technical material or information provided by Peregrine under this Agreement; and (d) the work product or other results of Professional Services. Peregrine owns and shall retain all rights in the Peregrine Technology. Other than as expressly set forth in Section 2.1 above , no license or other rights in or to the Peregrine Technology or related intellectual property rights are granted to Customer or Users, and all such licenses and rights are hereby expressly reserved to Peregrine. For clarity, “Peregrine Technology” does not include Customer Data.
6. Data Access, Sharing and Security.
6.1. Customer Data. Peregrine may access, reproduce, and use Customer Data to provide the Service, including to provide Technical Support, Onboarding and Training Services and any Professional Services. Customer agrees that Peregrine may generate technical logs, data and insights about Customer’s usage of the Service (e.g., frequency of logins) (“Peregrine Insights”) and may use the Customer Data in aggregated and anonymized form that does not individually identify any person or entity, including Customer or its Users (“ Aggregated Data ”) for Peregrine’s internal business purposes and to operate and improve Peregrine’s proprietary software and services, and that Peregrine shall own the Peregrine Insights and the Aggregated Data. Peregrine shall destroy Peregrine Insights and Aggregated Data on termination or expiration of this Agreement. Peregrine may choose to terminate the provision of any Customer Data via the Service if the provision of such data may be harmful to the Service , as determined by Peregrine in its reasonable discretion , after reimbursing to Customer a pro rata share of the annual fee based on number of says remaining in the year. Customer may terminate the Agreement if Peregrine terminates the provision of any Customer Data via the Service.
6.2. CJIS Security Policy. Peregrine has implemented procedures to allow for adherence to and during the Agreement Term shall adhere to the CJIS Security Policy in providing the Service and storing and granting access to Customer Data. The hosting facility for the Service uses and shall use throughout the Term of the Agreement access control technologies that meet or exceed CJIS requirements. In addition, Peregrine has installed and configured, and shall maintain throughout the Term of the Agreement, solid network intrusion prevention appliances for adherence to the CJIS Security Policy. Peregrine shall timely notify Customer of any actual, suspected, or alleged use, disclosure, or acquisition of Customer Data by an unauthorized actor. In the event of such an unauthorized disclosure, Peregrine shall promptly reimburse Customer for any costs associated with Customer investigating, addressing, and responding to an incident due to a failure of Peregrine to keep Customer Data secure . Peregrine sh all preform information security audits to ensure compliance with the CJIS Security Policy, and certify the results to Customer annually prior to the month and day of the Effective Date.
6.3. Third Party Data. Any Third Party Data that Peregrine may provide via the Service is governed by the third party owner’s retention policy. Peregrine does not provide any warranties with respect to any Third Party Data and Peregrine may choose to terminate the provision of a ny Third Party Data via the Service if Peregrine’s applicable rights to such Third Party Data terminate or the provision of such data may be harmful to the Service, as determined by Peregrine in its reasonable discretion.
6.4. Processing of Personal Information. Peregrine’s rights and obligations with respect to Personal information it collects directly from individuals are set forth in Peregrine’s Privacy Policy <https://peregrine.io/privacy-policy/>.
Personal Information included within Customer Data and processed by Peregrine on behalf of Customer is governed by this Agreement.
6.5. Sensitive Information; Marking Requirements . To the extent Customer provides Customer Data that Customer considers to be sensitive, proprietary, restricted, or otherwise requiring sensitive treatment (“ Sensitive Information”), Customer is solely responsible for providing appropriate markings to designate the applicable Customer Data as Sensitive Information. Customer shall provide Peregrine with documentation and/or instructions in writing with sufficient detail for Peregrine to identify and distinguish con tent that is Sensitive Information within other provided Customer Data. Customer shall (a) mark Sensitive Information on its face, (b) make the appropriate designations for Sensitive Information in document metadata, (c) provide Peregrine with a table or other list of Sensitive Information that contains sufficient detail to identify the Sensitive Information ; or (d) identify Sensitive Information to Peregrine in some other mutually agreed upon method. Peregrine shall not be responsible for failure
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to designate Sensitive Information with specific access control status based on Customer failure to provide sufficient information to identify Sensitive Information.
7. Confidentiality.
7.1. Definition of Confidential Information. The term “ Confidential Information ” means all confidential and proprietary information of a party (“ Disclosing Party”) disclosed to the other party (“ Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including Customer Data, any Third Party Data, the Serv ice, the Documentation, the Peregrine Technology, business and marketing plans, technology and technical information, product designs, and business processes.
7.2. Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party except to perform its obligations or exercise its rights under this Agreement, except with the Disclosing Party’s prior written permission on a case-by-case basis. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event with less than reasonable care. If the Receiving Party is compelled by law or a government authority to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent practicable and legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
7.3. Exceptions. The parties’ obligations in Section 7.2 shall not apply to any information that: (a) is or becomes publicly available without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (d) is received from a third party without breach of any obligation owed to the Disclosing Party.
7.4. Public Records Act s. Peregrine acknowledges that Customer is a public entity and may be governed by applicable laws, rules, or regulations relating to public records (each a “Public Records Act”). Nothing in this Section 7 shall prevent Customer from disclosing Confidential Information for purposes of complying with an applicable Public Records Act to the extent legally required.
7.5. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 7, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that such unauthorized disclosure or use may cause irreparable harm to the Disclosing Party for which any other available remedies are inadequate.
8. Warranties & Disclaimers.
8.1. Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Peregrine represents and warrants that (i) it will provide the Service in a professional manner consistent with the standards observed by a competent practitioner of the profession in which Peregrine is engaged, and (ii) the Service will perform in accordance with and otherwise substantially conform to its associated documentation.
8.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, PEREGRINE MAKES NO WARRANTY OF ANY
KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE, THE PEREGRINE
TECHNOLOGY, ANY THIRD PARTY DATA AND ANY OTHER PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT. PEREGRINE HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON -INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9. Indemnification.
9.1. Indemnification by Peregrine. Peregrine shall at its expense defend , hold harmless, and indemnify Customer and its officers, directors, officials, agents, volunteers and employees (“ Customer Indemnified Parties ”) from and against any and all liability, loss, damage, claims, expenses, and costs fines or penalties (including without
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limitation, attorney’s fees and other costs of litigation ), of every nature arising out of or in connection with Peregrine’s provision of or Customer’s use of the Service or Professional Services hereunder, (including , without limitation, claims alleging that provision or use of the Service i nfringes any intellectual property rights of a third party, and claims alleging theft, loss, or misuse of data, or release of Personal Information), or Peregrine’s failure to comply with any of its obligations contained in the Agreement (each a “ Customer Claim” ). Customer shall (a) promptly give written notice of the Customer Claim to Peregrine; (b) give Peregrine sole control of the defense and settlement of the Customer Claim (provided that Peregrine may not agree to any settlement that imposes any liability or obligation on Customer , or waives any Customer right, without Customer’s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed); and (c) provide to Peregrine, at Peregrine’s cost, all reasonable assistance in the defense and settlement of the Customer Claim . Peregrine shall have no obligation under this Section 9.1 for loss or damage which was caused by the sole negligence of willful misconduct of Customer in, or authorizing, (i) Customer’s use of the Service other than as contemplated by this Agreement, (ii) any modifications to the Service made by any entity other than Peregrine (where the liability would not have arisen but for such modification), (iii) any combination of the Service with services or technologies not provided by Peregrine (where the liability would not have arisen but for such combination), or (iv) Customer’s use of the Service or portion thereof after Peregrine has terminated this Agreement or such portion of the Service in accordance with this Section
9.1. If in Peregrine’s opinion a Customer Claim is likely to be made, or if an existing Customer Claim may cause Peregrine liability, Peregrine may in its discretion (x) obtain a license to enable Customer to continue to use potentially infringing portion of the Service, (y) modify the Service to avoid a potential infringement, or (z) if the foregoing cannot be achieved after using reasonable commercial efforts, terminate the Agreement or the license to infringing portion s of the Service and refund the amount of any pre -paid fees applicable to the portion of the terminated Services to be provided after the termination date. Peregrine’s duty to defend applies immediately, whether or not liability is established. An allegation or determination that persons other than Peregrine are responsible for the Customer Claim does not relieve Peregrine from its separate and distinct obligation to defend as stated herein. Acceptance by Customer of insurance certificates and endorsements required under this Agreement does not relieve Peregrine from liability under this indemnification and hold harmless clause. The obligations of Peregrine under this Section 9.1 will not be limited by the provisions of any workers’ compensation act or similar act. Peregrine expressly waives its statutory immunity under such statutes or laws as to Customer, its officers, officials, agents, employees, and volunteers. Peregrine shall provide Customer all reasonable assistance and cooperation with any pending litigation, or with any investigation in connection with a security breach, including compliance with third-party legal hold notices, preservation notices, and discovery requests.
9.2. 10. Limitation of Liability.
10.1. Exclusion of Consequential and Related Damages. EXCEPT FOR A PARTY’S BREACH OF SECTION 7, A PARTY’S INDEMNIFICATION AND DEFENSE OBLIGATIONS, OR A PARTY’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL
MISCONDUCT, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS,
LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER
IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
11. Term & Termination.
11.1. Term of Agreement. This Agreement commences on the Effective Date and continues for the duration of the term set forth on the Order Form (“ Term”), unless earlier terminated in accordance with the Order Form or Section 11.2
11.2. Termination for Cause. A party may terminate this Agreement for cause upon thirty (30) days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to Peregrine prior to the effective date of termination.
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11.3. Data. Upon expiration or termination of this Agreement, Peregrine shall have no obligation to maintain or provide any Customer Data or Third Party Data. Unless legally prohibited, Peregrine shall delete all Customer Data in its systems or otherwise in its posses sion or under its control. Notwithstanding the foregoing or any other provision of this Agreement, Peregrine may use in perpetuity any Aggregated Data.
11.4. Survival. The following provisions shall survive termination or expiration of this Agreement: Sections 4, 5,
6.1, 6.3, 7, 8, 9, 10, 11.3, 11.4, and 12.
12. General Provisions.
12.1. Insurance. Peregrine shall maintain the insurance coverages described on Appendix A: Insurance.
12.2. Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this Agreement.
At all times during the term of this Agreement, Peregrine shall be an independent contractor and shall not be an employee of Customer. Except as Customer may specify in writing, Peregrine shall have no authority, express or implied, to act on behalf of Customer in any capacity whatsoever as an agent. Peregrine shall have no authority, express or implied, pursuant to this Agreement to bind Customer to any obligation whatsoever. Customer shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Peregrine. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Peregrine, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Peregrine agrees to a reduction in fees payable under this Agreement, or to promptly remint to Customer any fees due by Customer as a result of such determination, so that Customer’s total expenses under this Agreement are not greater than they would have been had the determination not been made.
12.3. Peregrine’s Books and Records. To the extent required by applicable laws, rules, or regulations, Peregrine shall maintain any and all records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the Customer under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to Peregrine to this Agreement. All such records shall be maintained in accordance with generally accepted standards and shall be ma de available for inspection, audit, and/or copying during regular business hours, upon written request of the Customer.
12.4. Force Majeure. Neither party shall be liable by reason of any failure or delay in performance of its obligations under this Agreement (except for the payment of money) on account of events beyond the reasonable control of such party, which may include Internet denial -of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, and earthquakes, (each, a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non -performing party will be excused from any further performance of its obligations affected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.
12.5. Federal Government. Any use, copy or disclosure of the Service by the U.S. Government is subject to restrictions as set forth in this Agreement and as provided by DFARS 227.7202-1(a) and 227.7202-3(a)(1995), DFARS 252.227-7013(c)(1)(ii)(October 1998), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227(ALT III), as applicable.
12.6. Additional Government Terms. Peregrine acknowledges that Customer may be a public entity and, accordingly, certain additional laws, rules, and regulations may take precedence over the terms and conditions of this Agreement (the “ Additional Government Terms ”). The Additional Government Terms, if any, are attached hereto as Appendix B, and will govern to the extent of any conflict with any other term of this Agreement.
12.7. Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon:
(a) personal delivery; (b) the second business day after mailing; (c) the second business day after sending by confirmed facsimile; or (d) after confirmed receipt of an email. Notices to Peregrine shall be addressed to the attention of Nick Noone, CEO, Peregrine Technologies, [email protected], with a copy to [email protected]. Notices to Customer are to be addressed to the individual identified in the Order Form.
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12.8. Waiver; Cumulative Remedies Severability. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplis h the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
12.9. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, Peregrine may assign this Agreement, together with all rights and obligations hereunder, without consent of Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets that relate to this Agreement. Any attempt by a par ty to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
12.10. Governing Law. This Agreement shall be governed by the laws of California. The state courts located in San Francisco County, CA or in the United States District Court for the Northern District of California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts provided that nothing in this Section 12.10 prohibits either party from seeking or obtaining in any jurisdiction injunctive or similar relief in connection with the enforcement of this Agreement.
12.11. Construction. The division of this Agreement into Sections and the insertion of captions and headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement. The terms “this Agreement,” “hereof,” “hereunder” and any similar expressions refer to this Agreement and not to any particular Section or other portion hereof. The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement. As used in this Agreement, the words “include” and “including,” and variations thereof, will be deemed to be followed by the words “without limitation” and “discretion” means sole discretion
12.12. Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.
Notwithstanding any language to the contrary therein , no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding the Order Form) shall be incorporated into or form any part of this Agreement, and all such terms or conditions are hereby rejected and shall be null and void.
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Appendix A: Insurance
Peregrine, at its own cost and expense, shall procure the types and amounts of insurance specified herein and maintain that insurance throughout the term of the Agreement. The cost of such insurance shall be included in the Peregrine’s bid or proposal. Per egrine shall be fully responsible for the acts and omissions of its subcontractors or other agents.
Workers’ Compensation. Peregrine shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Peregrine in the amount required by applicable law. The requirement to maintain Statutory Workers’ Compensation and Employer’s Liability Insurance may be waived by the Customer upon written verification that Peregrine is a sole proprietor and does not have any employees and will not have any empl oyees during the term of this Agreement.
Commercial General and Automobile Liability Insurance
General requirements. Peregrine, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than $1,000,000 per occurrence and $2,000,000 aggregate, combined single limit coverage for risks assoc iated with the work contemplated by this Agreement.
Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an “occurrence” basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (most recent edition) covering any auto (Code 1), or if Peregrine has no owned autos, hired (code 8) and non-owned autos (Code 9). No endorsement shall be attached limiting the coverage.
Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
a. The Commercial General and Automobile Liability Insurance shall cover on an occurrence basis. b. Customer, its officers, officials, employees, agents, and volunteers shall be covered as additional insureds for liability arising out of work or operations on behalf of the Peregrine, including materials, parts, or equipment furnished in connection with such work or operations; or automobiles owned, leased, hired, or borrowed by the Peregrine. Coverage can be provided in the form of an endorsement to the Peregrine’s insurance at least as broad as CG 20 10 11 85, or both CG 20 10 10 01 and CG 20 37 10 01. c. For any claims related to this Agreement or the work hereunder, the Peregrine’s insurance covered shall be primary insurance as respects the Customer, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the Customer, its officers, officials, employees, agents or volunteers shall be excess of the Peregrine’s insurance and non-contributing.
d. The policy shall cover inter -insured suits and include a “separation of Insureds” or “severability” clause which treats each insured separately.
e. Peregrine agrees to give at least 30 days prior written notice to Customer before coverage is canceled or modified as to scope or amount.
Technology Professional Liability Errors and Omissions Insurance.
General requirements. Peregrine, at its own cost and expense, shall maintain for the period covered by this Agreement technology professional liability errors and omissions insurance appropriate to Peregrine’s profession and work under this Agreement for professionals performing work pursuant to this Agreement in an amount not less than $ 2,000,000 per occurrence or claim covering the Peregrine’s errors and omissions. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Peregrine in this Agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or
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destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. Customer, its officers, officials, employees, agents, and volunteers shall be covered as additional insureds for liability arising out of work or operations on behalf of the Peregrine.
The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of Cu stomer in the care, custody, or control of Peregrine. If not covered under Peregrine’s liability policy, such “property” coverage of Customer may be endorsed onto Peregrine’s Cyber Liability Policy as covered property.
Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement or the work.
c. If coverage is canceled or not renewed and it is not replaced with another claims -made policy form with a retroactive date that precedes the date of this Agreement, Peregrine must purchase an extended period coverage for a minimum of five (5) years after completion of work under this Agreement. d. A copy of the claim reporting requirements must be submitted to the Customer for review prior to the commencement of any work under this Agreement.
Cyber Liability Insurance.
Peregrine, at its own cost and expense, shall maintain for the period covered by this Agreement, Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Peregrine in this Agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringemen t of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteratio n of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.
Customer, its officers, officials, employees, agents, and volunteers shall be covered as additional insureds for liability arising out of work or operations on behalf of the Peregrine.
All Policies Requirements.
Submittal Requirements. Peregrine shall submit the following to Customer prior to beginning services:
Certificate of Liability Insurance in the amounts specified in this Agreement; and Additional Insured Endorsement as required for the General Commercial , Automobile Liability , Technology Professional Liability Errors and Omissions, and Cyber Liability Polices.
Acceptability of Insurers. All insurance required by this Agreement is to be placed with insurers with a Bests' rating of no less than A:VII.
Deductibles and Self-Insured Retentions. Insurance obtained by the Peregrine shall have a self-insured retention or deductible of no more than $100,000.
Wasting Policies. No policy required herein shall include a “wasting” policy limit (i.e. limit that is eroded by the cost of defense).
Waiver of Subrogation. Peregrine hereby agrees to waive subrogation which any insurer or contractor may require from Peregrine by virtue of the payment of any loss. Peregrine agrees to obtain any endorsements that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the Customer has received a waiver of subrogation endorsement from the insurer.
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The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the Customer for all work performed by the Peregrine, its employees, agents, and subcontractors.
Subcontractors. Peregrine shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein, and Peregrine shall ensure that Customer, its officers, officials, employees, agents, and volunteers are covered as additional insured on all coverages.
Excess Insurance. If Peregrine maintains higher insurance limits than the minimums specified herein, Customer shall be entitled to coverage for the higher limits maintained by the Peregrine.
Remedies. In addition to any other remedies Customer may have if Peregrine fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, Customer may, at its sole option, order Peregrine to stop work under this Agreement and withhold any payment that becomes due to Peregrine hereunder until Peregrine demonstrates compliance with the requirements hereof, or terminate this Agreement.
Appendix B: Provisions for California Public Entities
Compliance with Applicable California Laws . Peregrine shall, to the extent required by the California Labor Code, pay not less than the latest prevailing wage rates as determined by the California Department of Industrial Relations.
California Public Records Act . Peregrine acknowledges that Customer is a public entity governed by the California Public Records Act and that nothing in this Agreement shall prevent Customer from disclosing Confidential Information for purposes of complying with the California Public Records Act.
PERS Indemnification by Peregrine . In the event that Peregrine or any employee, agent, or subcontractor of Peregrine providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (“PERS”) to be eligible for enrollment in PERS as an employee of Customer, at Peregrine shall indemnify, defend, and hold harmless Customer for the payment of any employee and/or employer contributions for PERS benefits on behalf of Peregrine or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of Customer.
Political Reform Act Conflicts . Peregrine may serve other clients, but none whose activities within the corporate limits of Customer or whose business, regardless of location, would place Peregrine in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. No officer or employee of Customer shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq.
California State Auditor Requirements . Pursuant to Government Code Section 8546.7, the Agreement may be subject to the examination and audit of the State Auditor for a period of 3 years after final payment under the Agreement.
1842730.2
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