PURCHASE CONTRACT
FOR POLICE HANDHELD AND PORTABLE RADIOS
FROM METRO MOBILE COMMUNICATIONS
This Purchase Contract ("Contract"), made and entered into this day of by and between the CITY OF SAN MATEO, a municipal corporation existing under the laws of the State of California ("CITY"), and Metro Mobile Communications, whose address is 1140 Old County Road, Suite A, Belmont, CA 94002 ("VENDOR").
RECITALS:
A. CITY desires to purchase certain handheld and portable radios and related equipment hereinafter described.
CITY desires to engage VENDOR to provide this equipment by reason of its qualifications and experience and VENDOR has offered to provide the required goods on the terms and in the manner set forth herein.
NOW, THEREFORE, IT IS AGREED as follows:
SECTION 1 - PURCHASE
The goods to be purchased from VENDOR under this Contract are described in Exhibit A to this Agreement, which is attached and incorporated by reference.
SECTION 2 - PRICE AND TAXES
All prices shall be as stated in this Contract and are firm and not subject to escalation. This purchase is subject to all California sales tax. Municipalities are exempt from federal excise and transportation taxes. Prices shall exclude these taxes.
SECTION 3 - PAYMENT
Unless otherwise agreed in writing, payment terms shall be net thirty (30) days from date of receipt of invoice or acceptance of goods, whichever occurs last. Invoices must cite the purchase order number to prevent delay in payment. All invoices must be mailed to City of San Mateo Police Department, Attn: Regina Sianez, 200 Franklin Parkway, San Mateo, CA 94403.
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SECTION 4 - DELIVERY AND PERFORMANCE
Time is of the essence in the performance of this Contract. If delivery of goods cannot be made at the specified time, VENDOR shall promptly notify the CITY of the earliest possible date for delivery.
Notwithstanding such notice, if VENDOR for any reason fails to deliver goods within the time specified or to the CITY's satisfaction the CITY may terminate this Contract or any part thereof without liability except for goods previously provided and accepted. The CITY's receipt or acceptance of all or part of a non-conforming delivery shall not constitute a waiver of any claim, right or remedy the CITY has under this Contract or applicable law.
SECTION 5 - SHIPMENT AND INSPECTION
VENDOR assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products. No charges for transportation containers, packing, etc., will be allowed the vendor unless so specified in this Contract.
All shipments shall be F.O. B. 200 Franklin Parkway, San Mateo, CA 94403. Transportation charges shall be shown as a separate item on the invoice.
The CITY may revise shipping instructions as to any goods not as yet shipped. The CITY shall have the right to inspect any or all of the goods at VENDOR's place of business or upon receipt by the CITY. By reason of its failure to inspect the goods, the CITY shall not be deemed to have accepted any defective goods or goods which do not conform to the specifications provided or to have waived any of the CITY's rights or remedies arising by virtue of such defects or non-conformance. VENDOR shall be responsible for payment of shipping for the return of any defective goods. Shipping documents and invoices must cite the Purchase Order number.
Vendor will provide a master parts list, detailed maintenance, and assembly and disassembly manuals.
SECTION 6 - WARRANTIES
In addition to any other expressed or implied warranties and unless otherwise agreed in writing, VENDOR warrants that all products delivered hereunder will be new, suitable for use as described, of the grade and quality specified, free from all defects in design, material and workmanship; in conformity with all samples, drawings, descriptions and specifications furnished; in compliance with all applicable federal, state and local laws and regulations, and free of any liens and encumbrances. These warranties shall not be deemed to exclude VENDOR's standard warranties or other rights or warranties which the CITY may have or obtain.
As stated in Quotes # 47757, 48343, 48344 and 48348 (Exhibit A) VENDOR will provide the standard warranty of three years on radios and one year on accessory items. VENDOR agrees he will, at his own expense, provide all labor and parts required to remove, repair or replace any defective workmanship and/or materials which becomes or is found to be defective during the term of this warranty. The VENDOR shall guarantee the equipment to be supplied complies with all applicable regulations. Any radio returned for repair will be given priority and returned to the San Mateo Police Department within ten (10) days of receipt. VENDOR will supply and guarantee availability of replacement parts at law enforcement/dealer pricing.
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SECTION 7 - INDEMNITY
VENDOR agrees to hold harmless and indemnify CITY, its elected and appointed officials, employees, and agents from and against any and all claims, loss, liability, damage, and expense arising out of VENDOR's performance of this Contract, except for those claims arising out of CITY's sole negligence or willful misconduct. VENDOR agrees to defend CITY, its elected and appointed officials, employees, and agents against any such claims. The VENDOR'S duty to indemnify shall survive expiration or early termination of this Agreement.
SECTION 8 - TERMINATION
This Contract may be terminated by mutual consent of both parties or by the CITY at its discretion. The CITY may cancel an order for goods at any time with written notice to VENDOR, stating the extent and effective date of termination. Upon receipt of this written notice, VENDOR shall stop performance under this Contract as directed by the CITY. If the Contract is terminated, VENDOR shall be paid in accordance with the terms of the Contract for goods delivered and accepted.
SECTION 9 - REMEDIES
In the event of VENDOR's breach of this Contract, City may take any or all of the following actions, without prejudice to any other rights or remedies available to the City by law: (a) require Vendor to repair or replace such goods, and upon VENDOR's failure or refusal to do so, repair or replace the same at VENDOR's expense; (b) reject any shipment or delivery containing defective or nonconforming goods and return for credit or replacement at VENDOR's option, said return to be made at VENDOR's cost and risk; (c) cancel any outstanding deliveries and treat such breach by VENDOR as VENDOR's repudiation of this contract. In the event of the CITY's breach hereunder, VENDOR's exclusive remedy shall be VENDOR's recovery of the goods or the purchase price payable for goods shipped prior to such breach.
SECTION 10 - COMPLIANCE WITH LAW
VENDOR warrants that it will comply with all federal, state, and local laws, ordinances, rules and regulations applicable to its performance under this Contract. VENDOR shall obtain and maintain throughout the life of the Contract all permits or licenses required in connection with the manufacture, sale, and shipment of the products ordered under this Contract.
SECTION 11 - ASSIGNMENT
VENDOR shall not delegate or subcontract any duties and services or assign any rights or claims under this Contract without the CITY's prior written consent.
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SECTION 12 - ARTWORK, DESIGNS, PATENTS, COPYRIGHTS AND TRADEMARKS VENDOR hereby agrees that the sale, use or incorporation into manufactured products of all machines, software, hardware, materials and other devices furnished under this Contract are free and clear of infringement of any valid patent, copyright, or trademark. VENDOR shall hold the CITY harmless from any and all costs and expenses, including attorney fees, liability, and loss of any kind growing out of claims, suits or actions alleging such infringement, and VENDOR agrees to defend such claims, suits or actions.
SECTION 13 - GOVERNING LAW
This Purchase Order and the contract between the parties evidenced hereby or attached thereto shall be deemed to be made in the State of California and shall in all respects be construed and governed by the laws of that state.
SECTION 14 - VENUE
In the event of litigation, venue will be in the County of San Mateo.
SECTION 15 - WAIVER
The waiver by either party of any breach or violation of any term, covenant, or condition of this Agreement or of any provisions of any ordinance or law shall not be deemed to be a waiver of such term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, condition, ordinance, or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, covenant, or condition of this Agreement or of any applicable law or ordinance.
SECTION 16 - COSTS AND ATTORNEY FEES
Attorney fees in total amount not exceeding $5000, shall be recoverable as costs (by the filing of a cost bill) by the prevailing party in any action or actions to enforce the provisions of this Agreement. The above $5000 limit is the total of attorney fees recoverable whether in the trial court, appellate court, or otherwise, and regardless of the number of attorneys, trials, appeals, or actions. It is the intent of this provision that neither party shall have to pay the other more than $5000 for attorney fees arising out of an action, or actions to enforce the provisions of this Agreement.
SECTION 17 - NON-DISCRIMINATION
CONTRACTOR warrants that it is an Equal Opportunity Employer and shall comply with applicable regulations governing equal employment opportunity. Neither CONTRACTOR nor any of its subcontractors shall discriminate in the employment of any person because of race, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, or age, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment and Housing Act.
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SECTION 18 - MEDIATION
Should any dispute arise out of this Contract, any party may request that it be submitted to mediation. The parties shall meet in mediation within 30 days of a request. The mediator shall be agreed to by the mediating parties; in the absence of an agreement, the parties shall each submit one name from mediators listed by either the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed-upon service. The mediator shall be selected by a "blindfolded" process.
The cost of mediation shall be borne equally by the parties. Neither party shall be deemed the prevailing party. No party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reached by the parties but not more than 60 days, unless the maximum time is extended by the parties.
SECTION 19 - LITIGATION
VENDOR shall testify at CITY's request if litigation is brought against CITY in connection with VENDOR's services under this Agreement. Unless the action is brought by VENDOR, or is based upon VENDOR's wrongdoing, CITY shall compensate VENDOR for preparation for testimony, testimony, and travel at VENDOR's standard hourly rates at the time of actual testimony.
SECTION 20 - NOTICES
All notices hereunder shall be given in writing and mailed, postage prepaid, addressed as follows:
To CITY: San Mateo Police Department
Attn: Kelly O'Keefe, Technical Services Administrator
200 Franklin Parkway
San Mateo, CA 94403
To VENDOR: Metro Mobile Communications
Attn: John Singer
1140 Old County Road, Suite A
Belmont, CA 94002
SECTION 21 - AGREEMENT CONTAINS ALL UNDERSTANDINGS; AMENDMENT This document represents the entire and integrated agreement between CITY and VENDOR and supersedes all prior negotiations, representations, and agreements, either written or oral.
This document may be amended only by written instrument, signed by both CITY and VENDOR. [SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, CITY OF SAN MATEO and Metro Mobile Communications have executed this Agreement the day and year first above written.
CITY OF SAN MATEO VENDOR
Ed Barberini Date Metro Mobile Communications Date
Chief of Police John Singer, President
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EXHIBIT A
Metro Mobile Sales Order # 47757
IMM
Communications This quote valid for 30 days.
1140 Old County Road, Suite A Quote Date: 6/26/2024
Belmont, CA 94002-3919
650-367-1992 Sched Ship Date: 6-8 weeks
Bill To: Ship To:
*CITY OF SAN MATEO, POLICE DEPT Kelly O'Keefe
200 FRANKLIN PKWY Police Technical Services Administrator SAN MATEO, CA 94403-1921 San Mateo Police Department
ACCOUNTS PAYABLE (650) 522-7709 | [email protected] PO# Rep: SINGR Terms: Net 30
[email protected]
Qty Item Id Description Unit Price Extended Price
80 EQUIPMENT Kenwood NX-5800BK UHF Mobile Radio 877.00 70,160.00T 80 OTHER 5AFM Remote-Mount Package with Full Featured 1,140.00 91,200.00T KCH-20RM Front Panel
OTHER KWD-5100CV P25 Conventional License Key 49,680.00T OTHER KWD-AE31K AES Encryption Module 53,680.00T
OTHER KCT-46 Ignition Sense Kit 1,360.00T
OTHER KAP-2 PA Relay Function 6,160.00T
WARRANTY Limited Manufacturer Warranty NX5800BK--Three (3) Years 0.00 WARRANTY Replacement Warranty Kenwood Accessories--One (1) Year 0.00 OTHER Labor: L-5008 Factory Install KWD-AE31K 6,480.00T OTHER Labor: L-5029 Factory Configure Radio Package 6,480.00T OTHER Labor: L-5019 Factory Install KAP-2 PA Relay Kit 2,160.00T SERVICE Labor: MMC install KWD-5100CV, Ignition Sense Kit, 6,000.00 Program, Assemble, and Certify Radio
SHIPPING Shipping--inbound to MMC--no charge per NASPO contract 0.00 0.00 1 NASPO NASPO #02702 30% Discount (Kenwood Products Only) -86,208.00 -86,208.00T Subtotal $207,152.00
Sales Tax (9.625%) $19,360.88
Total $226,512.88
MMC Rep Signature Date Authorized Purchaser Signature Date
EXHIBIT A
Metro Mobile Sales Order # 48343
IMM
Communications This quote valid for 30 days.
1140 Old County Road, Suite A Quote Date: 6/26/2024
Belmont, CA 94002-3919
650-367-1992 Sched Ship Date: 1-2 months
Bill To: Ship To:
*CITY OF SAN MATEO, POLICE DEPT Kelly O'Keefe
200 FRANKLIN PKWY Police Technical Services Administrator SAN MATEO, CA 94403-1921 San Mateo Police Department
ACCOUNTS PAYABLE (650) 522-7709 | [email protected] PO# Rep: SINGR Terms: Net 30
[email protected]
Qty Item Id Description Unit Price Extended Price
25 EQUIPMENT Kenwood NX-5300K2 Handheld Radio 1,005.00 25,125.00T 25 OTHER KWD-5100CV P25 Conventional Software Entitlement 621.00 15,525.00T 25 OTHER KRA-23M Stubby Antenna 21.00 525.00T
25 OTHER KNB-L11M High Capacity Li-lon Battery 219,00 5,475.00T 25 OTHER KSC-52BK Single-Unit Charger 97.00 2,425.00T
25 OTHER KMC-70M Remote Speaker Microphone--3 assignable 159.00 3,975.00T buttons
25 OTHER KWD-AE31K AES Multikey Encryption Module 671.00 16,775.00T 1 NASPO NASPO #02702 30% Discount (Kenwood Products Only) -20,947.00 -20,947.00T 25 SERVICE Labor: Install Software Entitlement and Encryption Board, 79.00 1,975.00 Configure Radio
1 SERVICE Labor: Subcontract Engraving of 25 NX5300--$50 set up + 200.00 200.00 $6 per unit
SHIPPING Shipping--included to Belmont CA 0.00
PAYMENT TER... PAYMENT TERMS: Net 30 days from invoice date, payable 0.00 0.00 with check only.
1 WARRANTY Limited Manufacturer Warranty-NX-5300K2 radio covered 0.00 0.00 for three year period/accessories covered for one year
period
Subtotal $51,053.00
Sales Tax (9.625%) $4,704.51
Total $55,757.51
MMC Rep Signature Date Authorized Purchaser Signature Date
EXHIBIT A
Metro Mobile Sales Order # 48344
IMM
Communications This quote valid for 30 days.
1140 Old County Road, Suite A Quote Date: 6/26/2024
Belmont, CA 94002-3919
650-367-1992 Sched Ship Date: 8-10 weeks
Bill To: Ship To:
*CITY OF SAN MATEO, POLICE DEPT Kelly O'Keefe
200 FRANKLIN PKWY Police Technical Services Administrator SAN MATEO, CA 94403-1921 San Mateo Police Department
ACCOUNTS PAYABLE (650) 522-7709 | [email protected] PO # Rep: SINGR Terms: Net 30
[email protected]
Qty Item ld Description Unit Price Extended Price
125 (EQUIPMENT Kenwood VP8000M2 All-Band Handheld Radio--UHF Band 4,212.00 526,500.00T Enabled
-Includes KNB-L11M Battery, Belt Clip, Antenna, and
KMC-70M Remote Speaker Microphone
-Includes P25 Conventional, AES Multi-Key Encryption,
MDC-1200 ANI
125 OTHER KSC-52BK Single-Unit Charger 97.00 12,125.00T 125 SERVICE-basic Labor: assemble, program, and bench check radios) 45.00 5,625.00 1 NASPO NASPO 20% Discount (Kenwood Products Only) -105,300.00 -105,300.00T DISCOUNT-OTH Sales Discount - Other: Sales Discount-San Mateo County -52,650.00 -52,650.00T 1 SHIPPING Shipping--Inbound to Belmont CA--Included 0.00 0.00 PAYMENT TER... PAYMENT TERMS: Net 30 days from invoice date, payable 0.00 0.00 with check only.
1 WARRANTY Limited Factory Warranty--VP8000 covered for three year 0.00 0.00 period/accessories covered for one year period
Subtotal $386,300.00
Sales Tax (9.625%) $36,639.97
Total $422,939.97
MMC Rep Signature Date Authorized Purchaser Signature Date
EXHIBIT A
Metro Mobile Sales Order # 48348
IMM
Communications This quote valid for 30 days.
1140 Old County Road, Suite A Quote Date: 6/26/2024
Belmont, CA 94002-3919
650-367-1992 Sched Ship Date: 8-10 weeks
Bill To: Ship To:
*CITY OF SAN MATEO, POLICE DEPT Kelly O'Keefe
200 FRANKLIN PKWY Police Technical Services Administrator SAN MATEO, CA 94403-1921 San Mateo Police Department
ACCOUNTS PAYABLE (650) 522-7709 | [email protected] PO # Rep: SINGR Terms: Net 30
[email protected]
Qty Item Id Description Unit Price Extended Price
EQUIPMENT Kenwood VP8000 Multi-Band Handheld Radio 6,688.00 20,064.00T -Includes KNB-L2M Battery, Belt Clip, Antenna, and
KMC-70M Remote Speaker Microphone
-Includes VHF, UHF, and 7/800 MHz Bands, P25 Phase II
Trunked, AES Multi-Key Encryption, MDC-1200 ANI
KSC-32 Single-Unit Charger 97.00 291.00T
SERVICE-basic Labor: assemble, program, and bench check radios) 75.00 225.00 NASPO 20% Discount (Kenwood Products Only) -4,071.00 -4,071.00T DISCOUNT-OTH Sales Discount - Other: Sales Discount--San Mateo County -2.035.00 -2,035.00T Law Enforcement 10% Additional Discount
SHIPPING Shipping--Inbound to Belmont CA--Included 0.00 0.00 PAYMENT TER... PAYMENT TERMS: Net 30 days from invoice date, payable 0.00 0.00 with check only.
Subtotal $14,474.00
Sales Tax (9.625%) $1,371.47
Total $15,845.47
MMC Rep Signature Date Authorized Purchaser Signature Date