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Home My WebLink AboutIII (D) Approval and Authorization for Mayor and City Clerk to execute Interlocal Agreement with City of Maitland for Smartzone Server AGENDA 11-21-95 Item III D FOLEY & LARDNER ATTORNEYS AT LAW SUITE 1800 111 NORTH ORANGE AVENUE A MEMBER OF GLOBALEX ORLANDO, FLORIDA 32801 WITH MEMBER OFFICES IN JACKSONVILLE BERLIN TELEPHONE (407) 423-7656 TALLAHASSEE BRUSSELS TAMPA FACSIMILE (407) 648-1743 DRESDEN WEST PALM BEACH MAILING ADDRESS FRANKFURT MILWAUKEE LONDON MADISON POST OFFICE BOX 2193 PARIS CHICAGO ORLANDO, FL 32802-2193 SINGAPORE WASHINGTON,D.C. STUTTGART TAIPEI MEMORANDUM TO: The Honorable Mayor and City Commissioners of the City of Ocoee FROM: Scott M. Clements, Esq. , Assistant City Attorney THROUGH: Paul E. Rosenthal, Esq. , City Attorney DATE : November 16, 1995 RE : Interlocal Agreement with City of Maitland for Smartzone Server Attached hereto is the proposed Interlocal Agreement for Smartzone Server between the City of Maitland and the City of Ocoee. The Interlocal Agreement was approved by the Maitland City Council on November 13 , 1995 . The Smartzone Server is a communication device which allows for centralized control of busy communication lines, permits the remote activation and deactivation of radios, allows for the immediate switching of talkgroups and provides access to the countywide 800 MHz Radio System. The Interlocal Agreement grants the City of Ocoee the right to utilize one-third (1/3) of the capacity of the City of Maitland' s Smartzone Server located at the Orange County Communication Center. The City will pay the City of Maitland a one time charge of $22 , 367 . 00 . The City will also pay 1/3 of the ongoing maintenance and insurance costs . Motorola has indicated that one-third (1/3) of the capacity of Maitland' s Smartzone Server will meet Ocoee' s communication needs . Accordingly, the Interlocal Agreement provides the City with access to the countywide radio system without the expense of purchasing a smartzone server entirely for the City' s own use. c,k V ESTABLISHED 1 8 4 2 e•P#b?k cMy-{ I V / ' It is recommended that the City Commission approve the Interlocal Agreement . The City Manager concurs in this recommendation. RECOMMENDATION It respectfully is recommended that the City Commission approve the Interlocal Agreement for Smartzone Server between the City of Ocoee and the City of Maitland and authorize execution thereof by the Mayor and City Clerk. A:\SMARTZON\MAYOR.MEM 111/16/951 VRS(OCOEE)DISK I SMC:vrs -2- INTERLOCAL AGREEMENT FOR SMARTZONE SERVER THIS INTERLOCAL AGREEMENT FOR SMARTZONE SERVER (the "Agreement") is made and entered into this _ day of , 1995, by and between the CITY OF OCOEE, a Florida municipal corporation, whose mailing address is 150 North Lakeshore Drive, Ocoee, Florida 34761 ("Ocoee") and the CITY OF MAITLAND, a Florida municipal corporation, whose mailing address is 1776 Independence Lane, Maitland, Florida 32751 ("Maitland"). RECITALS: A. Maitland owns a Hewlett Packard Smartzone Manager Six Session Server Model No. T5511A, Serial Number 281CVN001 (the "Smartzone Manager") located at the Orange County Communication Center, 2nd Floor, 6600 Armory Court, Winter Park, Florida 32792. B. Maitland purchased the Smartzone Manager from Motorola Communications and Electronics, Inc., ("Motorola") on September 15 , 199 , for the purchase price of $67,100.00. C. The Smartzone Manager is used to facilitate radio communication between Maitland employees and other personnel throughout the County. The Smartzone Manager allows for centralized control of busy communication lines, permits the remote activation and deactivation of radios, allows immediate switching of talkgroups and provides access to the Orange County Smartzone System. D. Maitland utilizes one-third (1/3) of the capacity of the Smartzone Manager or two (2) of the Smartzone Manager's six (6) available ports. Two-thirds (2/3) of the Smartzone Manager's capacity or four (4) of its ports are not utilized. E. To improve its radio communications and to take full advantage of the Orange County Smartzone System, Ocoee desires to obtain access to a smartzone manager server. Ocoee's communication needs require one-third (1/3) of the capacity or two (2) ports of a smartzone manager server. F. To provide Ocoee with access to a smartzone manager server and to take advantage of Maitland's available capacity, Ocoee desires to purchase the right to use one-third (1/3) of the capacity of the Smartzone Manager and Maitland desires to grant the right to use one-third (1/3) of the capacity of the Smartzone Manager. G. Motorola has recognized and approved of Ocoee's use of the Smartzone Manager, and pursuant to that certain letter dated October 26, 1995 from Eric Wapole, Account Manager, Motorola Inc., to Ellis Shapiro, Ocoee City Manager, the sharing of Maitland's Smartzone Manager Server will in no way void Motorola's warranty on the Smartzone Manager. NOW, THEREFORE, in consideration of the premises and the mutual promises and agreements set forth herein and other good and valuable consideration the receipt of which is hereby acknowledged and intending to be legally bound hereby, the parties hereto do hereby agree as follows: 1. Recitals. The Recitals set forth above are true and correct and by this reference are incorporated herein as a part of this Agreement. 2. Grant and Use. Maitland hereby grants to Ocoee the exclusive right to use one-third (1/3) of the capacity of the Smartzone Manager with two (2) of the ports of the Smartzone Manager for the life of the Smartzone Manager, to be utilized by Ocoee in the same manner as utilized by Maitland and set forth in the Recitals above. 3. Consideration. Ocoee agrees to pay to Maitland the sum of Twenty-Two Thousand Three Hundred Sixty-Seven and No/100($22,367.00)Dollars in a single payment due on the Effective Date, as defined herein, which amount shall constitute full payment for Ocoee's right to use the Smartzone Manager for the life of the Smartzone Manager. 4. Maintenance and Repair. Maitland shall be responsible for two-thirds (2/3) and Ocoee shall be responsible for one-third (1/3) of the expenses of maintenance and repair of the Smartzone Manager, including costs associated with any maintenance agreement. Maitland shall be responsible for paying maintenance and repair fees and expenses and shall invoice Ocoee for its proportionate share thereof. Maitland and Ocoee agree to keep a maintenance agreement in full force and effect, and agree to continue such an agreement over the life of the Smartzone Manager. The maintenance agreement shall only be terminated with the consent of both parties. 5. Insurance. Maitland shall maintain insurance on the Smartzone Manager in an amount equal to its full insurable value. Maitland shall make all premium payments on a timely basis and shall do all things necessary to keep insurance coverage on the Smartzone Manager in full force and effect for its useful life. Maitland shall be responsible for two-thirds (2/3) and Ocoee shall be responsible for one-third (1/3) of the Smartzone Manger's insurance premiums. On request, Maitland shall provide Ocoee with documentation relating to insurance coverage and premium payments. 6. Risk of Loss: Disposal. In the event the Smartzone Manager suffers damage, destruction, or other casualty or is otherwise disposed of, then in any of such events Ocoee shall be entitled to and shall receive from Maitland one-third (1/3) of: (a) any insurance proceeds recovered; (b) any proceeds from its disposal; and (c) any other monies received by Maitland with respect to the Smartzone Manager in connection with such casualty or disposal. There shall be no obligation for the parties to purchase a replacement smartzone manager server on the destruction or disposal of the current Smartzone Manager. 7. Lead Party. Maitland shall maintain its relationship with Motorola Communications and Electronics, Inc., its successors or assigns, and Orange County, and shall continue as the lead party responsible for the administration and record keeping functions associated with the operation of the Smartzone Manager. Maitland shall keep Ocoee informed, shall obtain Ocoee's approval on all matters, and shall invoice Ocoee for its proportionate share of expenses on a timely basis. 2 8. Additional Grant of Capacity. In the event Maitland grants to others any additional capacity or any unutilized ports of the Smartzone Manager, Ocoee's access and utilization of the Smartzone Manager shall not be reduced or impaired in any manner, and Ocoee's responsibility for maintenance, repairs, insurance and any other expense shall not be increased as a result of such grant of capacity. 9. Effective Date and Term of Agreement. This Agreement shall be effective as of December 1, 1995 (the "Effective Date") and shall continue in full force and effect for the life of the Smartzone Manager. Unless otherwise terminated by agreement of the parties, this Agreement shall terminate on the disposal of the Smartzone Manager which shall only occur by mutual agreement of Maitland and Ocoee. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. "OCOEE" THE CITY OF OCOEE, a Florida municipal corporation By: S. Scott Vandergrift, Mayor ATTEST: By: Jean Grafton, City Clerk (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY THE CITY THE CITY OF OCOEE, FLORIDA OF OCOEE COMMISSION AT APPROVED AS TO FORM AND LEGALITY A MEETING HELD ON this day of , 1995. , 1995 UNDER AGENDA ITEM NO. FOLEY & LARDNER By: City Attorney 3 "MAITLAND" THE CITY OF MAITLAND, a Florida municipal corporation By: !1 nicN) /, L, g-, VtCL y Mayor ATTEST: • By: amu _o'JO A 1.. UJi CLQ ye s City Clerk (SEAL) C:\WP5I\DOCS OCOMSMARTZNE.AGM 111/10/95 1SW015 1SMC:dp 4