Item #03 Purchase of Fire Department Digital Radios Sr c of Good Lr
OC 4,1
AGENDA ITEM COVER SHEET
Meeting Date: January 3, 2012
Item # 3
Reviewed By:
Contact Name: Fire Chief Pete McNeil Department Director: Pete McNeil
Contact Number: 407 - 905 -3140 City Manager: Robert Frank
Subject: Purchase of Fire Department Digital Radios
Background Summary:
The FY 2011/2012 budget provided $49,955 for the purchase of 9 Motorola XTS 5000 digital portable radios, 2
XTL 5000 digital mobile radios, and related accessories. These radios are necessary in order to maintain
compatibility and interoperability with Motorola radios currently utilized by the Orange County radio users group
when the system switches to digital in early 2012. Motorola radios must be purchased. Motorola is a sole
source provider for these radios and the attached quote, totaling $46,364.30, reflects the Broward Sheriff's
Office contract pricing.
Issue:
Should the Honorable Mayor and Board of City Commissioners authorize the purchase of 9 Motorola XTS 5000
digital portable radios, 2 XTL 5000 digital mobile radios, and related accessories from Motorola by piggybacking
off the Broward Sheriff's Office contract at a total cost of $46,364.30?
Recommendations:
It is respectfully recommended that the Honorable Mayor and Board of City Commissioner authorize the
purchase of 9 Motorola XTS 5000 digital portable radios, 2 XTL 5000 digital mobile radios, and related
accessories from Motorola by piggybacking off the Broward Sheriff's Office contract.
Attachments:
Motorola Quote
Broward Sheriff's Office Contract with Motorola
Financial Impact:
FY 20011/2012 budget provided $49,955 for the purchase of the requested digital radios in Capital Equipment
(001- 522 - 6400).
1
Type of Item: (please mark with an "x)
Public Hearing For Clerk's Dept Use:
Ordinance First Reading Consent Agenda
Ordinance Second Reading Public Hearing
Resolution Regular Agenda
X Commission Approval
Discussion & Direction
X Original Document/Contract Attached for Execution by City Clerk
Original Document/Contract Held by Department for Execution
Reviewed by City Attorney N/A
Reviewed by Finance Dept. N/A
Reviewed by N/A
2
Quote Number: QU0000167982
Effective: 30
0 MOTOROLA SOLUTIONS
JAN 201 I
Effective To: 29 JAN 2012
Bill -To: Ultimate Destination:
OCOEE FIRE DEPT, CITY OF OCOEE FIRE DEPT, CITY OF
563 S BLUFORD AVE 563 S BLUFORD AVE
OCOEE, FL 34761 OCOEE, FL 34761
United States United States
Attention: Sales Contact:
Name: CHIEF HOOVER Name: Bill McAlpin
Email: thoover @ci.ocoee.fl.us Email: bill.mcalpin @wtecross.com
Phone: 321 - 239 -2556 Phone: 4076485333
Request For Quote: 12192011A
Contract Number: BROWARD SHERIFF'S OFFICE
Freight terms: FOB Destination
Payment terms: Net 30 Due
Item Quantity Nomenclature Description Your price Extended Price
1 2 M2OURS9PW I AN XTL 5000 MOBILE 10 -35 WATT, 51,197.60 S2,395.20
764- 870MHZ
la 2 W22AS ADD: PALM MICROPHONE 557.60 $115.20
Ib 2 G67AP ADD: MID REMOTE MOUNT, THUMB 5237.60 5475.20
SCREW
Ic 2 G24AX ENH: 2 YEAR REPAIR SERVICE $121.00 S242.00
ADVANTAGE
Id 2 G193AB ADD: ADP PRIVACY SOFTWARE $8.00 $16.00
BASED
Ic 2 G806AT ENH: SOFTWARE ASTRO DIGITAL CAI $412.00 $824.00
OPERATION
If 2 G51AM ENH: 3600 SMARTZONE OPERATION $1,200.00 52,400.00
Ig 2 G36IAE ENH: ASTRO PROJECT 25 TRUNKING $240.00 $480.00
SOFTWARE
lh 2 W947AL ADD: RS232 & IV &D PACKET DATA $160.00 $320.00
INTERFACE
li 2 G442AB ADD: XTL5000 CONTROL HEAD $345.60 $691.20
Ij 2 G444AA ADD: CONTROL HEAD SOFTWARE - -
Ik 2 G89AA ADD: NO ANTENNA NEEDED - -
11 2 BI8CL ADD: AUXILARY SPKR SPECTRA 7.5 548.00 $96.00
WATT
I m 2 G I I4AE ENH: ENHANCED DIGITAL ID $60.00 5120.00
DISPLAY
In 2 G996AF ENH: PROGRAMMING OVERP25 $80.00 $160.00
2 9 H18UCF9PW6AN PORTABLEXTS5000MODELII3X2 $1,834.30 516,508.70
KEYPAD DISPLAY 1000 CHANNELS
764- 870MHZ
2a 9 Q44AC ADD: RF ANTENNA SWITCH $8.00 $72.00
(NTN8327)
2b 9 H885BK ENH: 2 YEAR REPAIR SERVICE $84.00 5756.00
ADVANTAGE
2c 9 Q667AA ADD: ADP PRIVACY $8.00 572,00
2d 9 Q806BA ADD: SOFTWARE ASTRO DIGITAL $412.00 53,708.00
CAI OPERATION
2e 9 H38BR ADD: SMARTZONE SYSTEM $1,200.00 510,800.00
SOFTWARE
2f 9 Q696AB ALT: ANTENNA 1/2 WAVE 7" WHIP $4.00 S36.00
700/800 MHZ (NAF5080)
2g 9 Q361 AK ENH: PROJECT 25 9600 BAUD $240.00 52,160.00
TRUNKING SOFTWARE
2h 9 G996AC ENH: OVER THE AIR PROVISIONING 580.00 S720.00
2i 9 Q947AH ENH: RS232, IV &D PACKET $160.00 51,440.00
INTERFACE
3 9 PMMN4038A REMOTE SPEAKER MICROPHONE, $68.15 $613.35
IP57
4 9 NTN1873A CHARGER, IMPRES RAPID RATE, 110V $127.05 51,143.45
US PLUG
Total Quote in USD $46,364.30
THIS PRICING DOESN'T INCLUDE INSTALLATION.
PO Issued to Motorola must:
>Be a valid Purchase Order (PO) /Contract/Notice to Proceed on Company Letterhead. Note: Purchase Requisitions cannot be accepted
>Have a PO Number /Contract Number & Date
>Identify "Motorola" as the Vendor
>Have Payment Terms or Contract Number
>Be issued in the Legal Entity's Name
>Include a Bill -To Address with a Contact Name and Phone Number
>Include a Ship -To Address with a Contact Name and Phone Number
>Include an Ultimate Address (only if different than the Ship -To)
>Be Greater than or Equal to the Value of the Order
>Be in a Non - Editable Format
>Identify Tax Exemption Status (where applicable)
>Include a Signature (as Required)
FOURTH AMENDMENT TO THE AGREEMENT
BY AND BETWEEN
AL LAMBERTI, AS SHERIFF OF BROWARD COUNTY, FLORIDA
AND
MOTOROLA
THIS FOURTH AMENDMENT is made and entered this day of
, 2011, by and between Al Lamberti, as Sheriff of Broward County, (hereinafter
referred to as SHERIFF) and Motorola, Inc. (hereinafter referred to as MOTOROLA)
WITNESSETH
WHEREAS, the parties entered into an Agreement on or about January 8, 2007 for the
purchase of equipment; and
WHEREAS, on or about October 7, 2008, the parties entered into a First Amendment to
extend the term of the Agreement through September 30, 2009; and
WHEREAS, on or about November 16, 2009, the parties entered into a Second
Amendment to extend the term of the Agreement through September 30, 2010; and
WHEREAS, on or about November 22, 2010, the parties entered into a Third
Amendment to extend the term of the Agreement through September 30, 2011; and
WHEREAS, the initial agreement, First Amendment, Second Amendment, and Third
Amendment are hereinafter collectively referred to as the "Agreement "; and
WHEREAS, the parties are desirous of extending the Agreement for an additional one
(1) year period through September 30, 2012;
NOW THEREFORE, in consideration of the mutual terms and conditions contained
herein, the parties agree as follows:
1. The foregoing recitations are true and correct and are incorporated herein by reference.
2. The term of this Agreement is extended through September 30, 2012.
3. Except as modified herein, all remaining terms and conditions of the Agreement shall
remain in full force and effect.
•
Page 1 of 2
IN WITNESS WHEREOF, the parties execute this Fourth Amendment on the date(s) set
forth below:
MOTOROLA, INC.
ff l Date: \ c ) I
Authorized R pi
Name: 1 c4,:..L:1. 'v. v...\. c:
Title:
AL LAMBERTI, AS SHERIFF OF BROWARD COUNTY
,, , , - ://
/ - /
i //,„
// ,(.-:/,./;"-",7/Ze,Wit/JO./7 //1 /c? ';', / /
Date: 9 / ' -
Wiley , . Thompson III,
Inte1(j1 Executive Director
Department of Administration
Approved as to form and legal sufficiency
subject to execution by the parties:
. B .
Y. ' ' \
I ‘.) ------- Date: Ds■ " \\
ii Juditl .. evine, General Counsel
Officep the General Counsel
. „
Page 2 of 2
1- Nov -10
Model / Description List Cost Qty 1 -249 Discount Qty 250 -499 Discount
M25URS9PW1 N / APX6500 Mobile Radio $1,899.00 $1,615.00 15% $1,577.00 17%
G806 / Digital $515.00 $438.00 15% $428.00 17%
G51 /SmartZone $1,500.00 $1,275.00 15% $1,245.00 17%
G335 / Antenna $14.00 $12.00 15% $12.00 17%
G442 / 05 Control Head $432.00 $368.00 15% $359.00 17%
G444 / Control Head Software $0 $0.00 15% $0.00 17%
W22 /Mic $72.00 $62.00 15% $60.00 17%
G66 / Dash Mount Hardware $125.00 $107.00 15% $104.00 17%
B18 / Speaker $60.00 $51.00 15% $50.00 17%
G24 / 2 Year Service $121.00 $103.00 15% $101.00 17%
TOTAL $4,738.00 $4,031.00 15% $3,936.00 17%
Model / Description List:Cost Qty 1- 249 Discount' Qty 250 -499 Discount
M25URS9PW1 N / APX6500 Mobile Radio $1,899.00 $1,520.00 20% $1,482.00 22%
G806 / Digital $515.00 $412.00 20% $402.00 22%
G51 /SmartZone $1,500.00 $1,200.00 20% $1,170.00 22%
G335 / Antenna $14.00 $12.00 r 20% $11.00 22%
G442 / 05 Control Head $432.00 $346.00 s. 20% $337.00 22%
G444 / Control Head Software $0 $0.00 20% $0.00 22%
W22 / Mic $72.00 $58.00 20% $57.00 22%
G66 / Dash Mount Hardware $125.00 $100.00 20% $98.00 22%
B18 / Speaker $60.00 $48.00 20% $47.00 22%
G24 / 2 Year Service $121.00 $97.00 20% $95.00 22%
G361 / P25 $300.00 $240.00 20% $234.00 22%
G996 / OTAP $100.00 $80.00 20% $78.00 22%
G947 / IV &D $200.00 $160.00 20% $156.00 22%
TOTAL $5,338.00 $4,273.00 20% $4,167.00 22%
Model / Description List Cost Qty 1 -249 Discount Qty 250 -499 Discount
M25URS9PW1 N / APX6500 Mobile Radio $2,272.00 $1,932.00 15% $1,886.00 17%
G806 / Digital $515.00 $438.00 15% $428.00 17%
G51 / SmartZone $1,500.00 $1,275.00.. 15% $1,245.00 17%
G335 / Antenna $14.00 $12.00 • 15% $12.00 17%
G442 / 05 Control Head $432.00 $368.00 15% $359.00 17%
G444 / Control Head Software ' $0.00 15% $0.00 17%
W22 / Mic $72.00 $62.00 15% $60.00 17%
G67 / Remote Mount Hardware $297.00 $253.00 15% $247.00 17%
B18 / Speaker $60.00 $51.00 15% $50.00 17%
G24 / 2 Year Service $121.00 $103.00 15% $101.00 17%
GA00092 / Dual Control $570.00 $485.00 15% $474.00 17%
G628 / 17' Cable $15.00 $13.00 15% $13.00 17%
TOTAL $5,868.00 $4,992.00 15% $4,875.00 17%
Model / Description List Cost Qty 1 -249. Discount, Qty 250 -499 Discount
M25URS9PW1 N /APX6500 Mobile Radio $2;272.00 $1,818.00 20% $1,773.00 22%
G806 / Digital $515.00 $412.00 20% $402.00 22%
G51 / SmartZone $1,500.00 $1,200.00 20% $1,170.00 22%
G335 / Antenna $14.00 $12.00 20% $11.00 22%
G442 / 05 Control Head $432.00 $346.00 20% $337.00 22%
G444 / Control Head Software . , $0 $0.00 20% $0.00 22%
W22 / Mic $72.00 $58.00 20% $57.00 22%
G67 / Remote Mount Hardware $297.00 $238.00 20% $232.00 22%
B18 / Speaker $60.00 $48.00 20% $47.00 22%
G24 / 2 Year Service $121.00 $97.00 20% $95.00 22%
GA00092 / Dual Control $570.00 $456.00 20% $445.00 22%
G628 / 17' Cable $15.00 $12.00 20% $12.00 22%
G361 / P25 $300.00 $240.00 20% $234.00 22%
G996 / OTAP $100.00 $80.00 20% $78.00 22%
W947 / IV &D $200.00 $160.00 20% $156.00 22%
TOTAL $6,468.00 $5,177.00 20% $5,049.00 22%
Options
GA00580 / TDMA Operation $400.00 $320.00 20% $312.00 22%
G72 / 03 Control Head $946.00 $757.00 20% $738.00 22%
W969 / Multiple Key Encryption Operation $330.00 $264.00 20% $258.00 22%
G843 / AES Encryption APX $475 $380.00 20% $371.00 22%
W269 / Siren Public Address $637.00 $510.00 20% $497.00 22%
ME=
Qty 500+ Discount
$1,520.00 20%
$412.00 20%
$1,200.00 20%
$12.00 20%
$346.00 20%
$0.00 20%
$58.00 20%
$100.00 20%
$48.00 20%
$97.00 20%
$3,793.00 20%
Qty 500+ Discount
$1,425.00 25%
$387.00 25%
$1,125.00 25%
$11.00 25%
$324.00 25%
$0.00 25%
$54.00 25%
$94.00 25%
$45.00 25%
$91.00 25%
$225.00 25%
$75.00 25%
$150.00 25%
$4,006.00 25%
®1111.1111111.1
Qty 500+ Discount
$1,818.00 20%
$412.00 20%
$1,200.00 20%
$12.00 20%
$346.00 20%
$0.00 20%
$58.00 20%
$238.00 20%
$48.00 20%
$97.00 20%
$456.00 20%
$12.00 20%
$4,697.00 20%
Qty 500+ Discount
$1,704.00 25%
$387.00 25%
$1,125.00 25%
$11.00 25%
$324.00 25%
$0.00 25%
$54.00 25%
$223.00 25%
$45.00 25%
$91.00 25%
$428.00 25%
$12.00 25%
$225.00 25%
$75.00 25%
$150.00 25%
$4,854.00 25%
$300.00 25%
$710.00 25%
$248.00 25%
$357.00 25%
$478.00 25%
♦� F
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2/718 J) Seivied Avis liutsQ7'/iT
SHERIFF V
BROWARD COUNTY
P.O. BOX 9507
FORT LAUDERDALE, FLORIDA 33310
DATE: January 24, 2008 08M -020
MEMO TO: William MacDonald, Director, Bureau of Finance & Budget (via email)
Victor Marrero, Director, Risk Management (via email)
Larry Strain, Director, Purchasing Administration (via email)
FROM: Lee Futch, Sworn Asst. Legal Counsel
Office of the General Cminsel
SUBJECT: Executed Contract
Enclosed, for your files, please find a copy of the agreement between the Broward
Sheriffs Office and the following:
Agreement Summary
Party: Motorola, Inc. (07C -206)
Purpose: Agreement for purchase of equipment from Motorola.
Cost: No minimum cost required.
Term: Until September 30, 2008 with four (4) one -year renewals possible.
LF /seh
Enclosure
cc: File
H 1LEE\Memos\2008\08M.-020.doc
AGREEMENT
by and between
AL LAMBERTI,AS SHERIFF OF BROWARD COUNTY, FLORIDA
and
MOTOROLA
THIS AGREEMENT entered into this day of , 2008,
by and between AL LAMBERTI, as the Sheriff of Broward County,
Florida (hereinafter referred to as "SHERIFF ") and MOTOROLA
(hereinafter referred to as "MOTOROLA "). SHERIFF and MOTOROLA
may be referred to individually as a "Party" and collectively as
the "Parties." For good and valuable consideration, the Parties
agree as follows:
In consideration of the terms and conditions contained
herein, SHERIFF and MOTOROLA covenant and agree as follows:
SECTION I
SCOPE OF SERVICES
1.1 MOTOROLA agrees to perform the following services:
Provide radio equipment and accessories as more
specifically defined in Exhibit "B -1 ", attached hereto and
incorporated by reference.
1.2 Exhibits
The exhibits listed below are incorporated into and made a
part of this Agreement. In interpreting ,,this Agreement and
resolving any ambiguities, the main body of this Agreement takes
precedence over the exhibits and any inconsistency between the
exhibits will be resolved in their listed order.
Exhibit A MOTOROLA "Software License Agreement"
Exhibit B "Technical and Implementation Documents"
B -1 "List of Products" dated December 18, 2007
•
B -2 RESERVED
Exhibit C MOTOROLA's Memorandum of Insurance
Exhibit D Drug Free Workplace Certification by Vendor
1.3 Definitions
"Contract Price" means the price for the Products,
excluding applicable sales or similar taxes and
freight charges.
"Effective Date" means . that date upon which the last
Party executes this Agreement.
"Equipment" means the equipment listed in the List of
Products that SHERIFF purchases from MOTOROLA under
this Agreement.
"Infringement Claim" means a third party claim
alleging that the Equipment manufactured by MOTOROLA
or the Motorola Software infringes upon the third
party's United States patent or copyright. _..
"Motorola Software" means Software that MOTOROLA or
its affiliated company owns.
"Non- Motorola Software" means Software that another
party owns.
"Products" mean the Equipment and - Software provided by
MOTOROLA under this Agreement.
"Proprietary Rights" means the patents, patent
applications, inventions, copyrights, trade secrets,
trademarks, trade names, mask works, know -how, and
other intellectual property rights in and to the
Equipment and Software, including those created or
produced by MOTOROLA under this Agreement and any
corrections, bug fixes, enhancements, updates or
modifications to or derivative works from the Software
whether made by Motorola or another party.
"Software" means the Motorola Software and Non -
Motorola Software in object code format that is
furnished with the Products.
2
SECTION II
MANNER OF PERFORMANCE
2.1 MOTOROLA shall perform all services in a sound and
workmanlike manner. All services shall adhere to the utmost
professional standards.
2.2 MOTOROLA agrees to perform, at all times faithfully,
industriously, and to the best of its ability, experience, and
talent, all of the duties that may be required of and from it
pursuant to the express and implicit terms of this agreement.
2.3 Neither party shall be liable for failure to perform
as a result of a an event, circumstance, or act of a third party
that is beyond a party's reasonable control (e.g., an act of
God, an act of the public enemy, an act of a government entity,
strikes or other labor disturbances, hurricanes, earthquakes,
fires, floods, epidemics, embargoes, war, and riots).
SECTION III
TERM
The term of this agreement shall be effective upon
execution and shall be in effect until September 30, 2008,
unless terminated as provided herein. Additionally, there shall
be up to four (4) one (1) year renewal periods upon mutual
agreement of the Parties in writing.
SECTION IV
CONSIDERATION
4.1 MOTOROLA shall provide the equipment based on the
pricing structure as indicated on Exhibit "B -1 ".
MOTOROLA shall provide the following discounts to SHERIFF:
Fifteen (15) percent on Motorola manufactured equipment
Twenty three (23) percent on Motorola parts
Eight (8) percent on Motorola drop ship equipment.
•
4.2 MOTOROLA shall submit invoices to the SHERIFF
detailing the equipment provided and the cost of such equipment.
SHERIFF shall have the right to provide written objections to
3
such invoice within seven (7) days of SHERIFF's receipt of such
invoice. If no objection is made within such seven (7) day
period, payment shall be made within ten (10) days thereafter.
4.3 MOTOROLA shall allow other governmental agencies to
purchase, under the same terms and conditions, the equipment
provided for in this Agreement.
4.4 FREIGHT, TITLE, AND RISK OF LOSS. MOTOROLA will pre-
pay and add all freight charges to the invoices. Title and risk
of loss to the Equipment will pass to SHERIFF upon acceptance by
SHERIFF. Title to Software will not pass to SHERIFF at any
time. MOTOROLA will pack and ship all Equipment in accordance
with good commercial practices.
4.5 INVOICING AND SHIPPING ADDRESSES. Invoices will be
sent to the SHERIFF at the following address:
The city which is the ultimate . destination where the Equipment
will be delivered to SHERIFF is:
Broward County, FL
The Equipment will be shipped to the SHERIFF at the following
address (insert if this information is known):
Various locations within Broward County, FL.
SHERIFF may change this information by giving written notice to
Motorola.
SECTION V
EXPENSES
MOTOROLA shall be fully and solely responsible for any and
all expenses incurred by MOTOROLA in the performance of this
Agreement, including, but not limited to, costs of supplies,
fees, licenses, bonds or taxes, and all other costs of doing
business. MOTOROLA shall not, in any manner, incur indebtedness
on behalf of SHERIFF.
4
SECTION VI
SOVEREIGN IMMUNITY
SHERIFF is entitled to the protections of sovereign
immunity as set forth in Florida Statutes sec. 768.28. Nothing
in this Agreement is intended or shall be deemed to waive or
modify SHERIFF's sovereign immunity.
SECTION VII
WARRANTY
4.1 EQUIPMENT WARRANTY. From one (1) year from the date
of delivery of the Equipment provided by MOTOROLA under this
Agreement ( "Warranty Period "), MOTOROLA warrants that the
Equipment under normal use and service will be free from
material defects in materials and workmanship.
4,2 MOTOROLA SOFTWARE WARRANTY. Unless otherwise stated
in the Software License Agreement, during the Warranty Period,
MOTOROLA warrants the Motorola Software in accordance with the
terms of the Software License Agreement and the provisions of
this Section that are applicable to the Motorola Software.
4.3 EXCLUSIONS TO EQUIPMENT AND MOTOROLA SOFTWARE
WARRANTIES. These warranties do not apply to: (i) defects or
damage resulting from: use of the Equipment or Motorola Software
in other than its normal, customary, and authorized manner;
accident, liquids, neglect, or acts of God; testing,
maintenance, disassembly, repair, installation, alteration,
modification, or adjustment not provided or authorized in
writing by MOTOROLA; SHERIFF's failure to comply with all
applicable industry and OSHA standards; (ii) breakage of or
damage to antennas unless caused directly by defects in material
or workmanship; (iii) Equipment that has had the serial number
removed or made illegible; (iv) batteries (because they carry
their own separate limited warranty) or consumables; (v) freight
costs to ship Equipment to the repair depot; (vi) scratches or
other cosmetic damage to Equipment surfaces that does not affect
the operation of the Equipment; and (vii) normal or customary
wear and tear.
4.4 WARRANTY CLAIMS.. To assert a warranty claim, SHERIFF
must notify MOTOROLA in writing of the claim' before the
expiration of the Warranty Period. Upon receipt of this notice,
MOTOROLA will investigate the warranty claim. If this
5
investigation confirms a valid warranty claim, MOTOROLA will (at
its option and at no additional charge to SHERIFF) repair the
defective Equipment or Motorola Software, replace it with the
same or equivalent product, or refund the price of the defective
Equipment or Motorola Software. That action will be the full
extent of MOTOROLA's liability for the warranty claim. If this
investigation indicates the warranty claim is not valid, then
MOTOROLA may invoice SHERIFF for responding to the claim on a
time and materials basis using MOTOROLA's then current labor
rates. Repaired or replaced product is warranted for the
balance of the original applicable Warranty Period. All
replaced products or parts will become the property of MOTOROLA.
4.5 ORIGINAL END USER IS COVERED. These express limited
warranties are extended by MOTOROLA to the original user
purchasing the Products for commercial, industrial, or
governmental use only, and are not assignable or transferable.
4.6 DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE
THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE
PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER
WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR
CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
4.7 MOTOROLA SOFTWARE. Any Motorola Software, including
subsequent releases, is licensed to SHERIFF solely in accordance
with the Software License Agreement. SHERIFF hereby accepts and
agrees to abide by all of the terms and restrictions of the
Software License Agreement.
4.8 NON - MOTOROLA SOFTWARE. Any Non - Motorola Software is
licensed to SHERIFF in accordance with the standard license,
terms, and restrictions of the copyright owner on the Effective
Date unless the copyright owner has granted to MOTOROLA the
right to sublicense the Non - Motorola Software pursuant to the
Software License Agreement, in which case it applies and the
copyright owner will have all of Licensor's rights and
protections under the Software License Agreement. MOTOROLA
makes no representations or warranties of any kind regarding
Non - Motorola Software, Non - Motorola Software may include open
source software. All open source software is licensed to
SHERIFF in accordance with, and SHERIFF agrees to abide by, the
provisions of the standard license of the copyright owner and
not the Software License Agreement. Upon request by SHERIFF,
6
MOTOROLA will use commercially reasonable efforts to determine
whether any open source software will be provided under this
Agreement; and if so, identify the open source software and
provide to SHERIFF a copy of the applicable standard license (or
specify where that license may be found); and provide to SHERIFF
a copy of the open source software source code if it is publicly
available without charge (although a distribution fee or a
charge for related services may be applicable).
SECTION VIII
OPEN -END CONTRACT
No guarantee is expressed or implied as to the total
quantity of equipment purchased under this Agreement. SHERIFF
reserves the right to use other vendors for such services.
SECTION IX
EMPLOYMENT RESPONSIBILITY
9.1 Any employees utilized by MOTOROLA to fulfill the
terms and conditions of this Agreement shall be deemed employees
of MOTOROLA, not of SHERIFF.
9.2 Accordingly, MOTOROLA shall be responsible for
assuming the cost of contributions to pension funds, insurance
premiums, workers compensation funds (Chapter 440, FSA), or
other recognized employee fringe benefits.
9.3 SHERIFF shall not be liable for and MOTOROLA agrees to
indemnify SHERIFF against any liability resulting from injury or
illness, of any kind whatsoever, to MOTOROLA's employees,
agents, or servants during the performance of the services,
duties, and responsibilities contemplated herein.
SECTION X
SUBCONTRACTORS
MOTOROLA shall not subcontract its rights or
obligations under this Agreement, unless prior written
approval is received from the SHERIFF. In the event any
additional or different subcontractors are required or
requested by SHERIFF, or in the event SHERIFF rejects the
use of a particular subcontractor, such rejection must be
submitted in writing and be based on just and reasonable
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cause. Any resultant change in contract price and /or
schedule shall be mutually agreed upon.
SECTION XI
CRIMINAL HISTORY
11.1 MOTOROLA .represents that, to the best of its
knowledge and belief, its principal owners, partners, corporate
officers, and employees, do not have any past felony criminal
convictions or any pending criminal charges. MOTOROLA has
disclosed all such convictions or pending criminal charges to
the SHERIFF and further agrees to disclose any future
convictions or pending criminal charges.
11.2 SHERIFF reserves the right to approve or reject, for
any reason, MOTOROLA's staff assigned to this project at any
time. MOTOROLA's staff shall be subject to a criminal
background check prior to providing services pursuant to this
Agreement.
SECTION XII
INDEPENDENT CONTRACTOR
12.1 MOTOROLA has the right to provide services to others
or hold itself out to the public as available to engage in
agreements with others.
12.2 MOTOROLA shall at all times be an independent
contractor under this agreement, rather than an employee,
agents, or representative of SHERIFF, and no act, action, or
omission to act by MOTOROLA shall in any way obligate or bind
SHERIFF.
SECTION XIII
PAYMENT OF TAXES
To the extent SHERIFF is exempt from such taxes, MOTOROLA
shall bear all responsibility for the payment of any federal,
state or local taxes and fees, if applicable. It is understood
by both parties that SHERIFF will not, in any manner, be
responsible for the aforementioned taxes or fees. SHERIFF shall
provide MOTOROLA with proof of tax exemption upon execution of
this Agreement. Notwithstanding anything to the contrary
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herein, MOTOROLA shall not be liable for payment of any taxes
that are levied against SHERIFF as a result of the purchase,
ownership, or use of the Products.
SECTION XIV
TERMINATION
14.1 In the event that either party is in breach of any of
terms and conditions of this Agreement, the non - breaching party
shall provide written notice of such breach. The breaching
party shall have ten (10) days from receipt of such notice to
cure any breach under this Agreement. In the event the breaching
party fails to cure such breach within the ten (10) day period,
the non - breaching party reserves the right to immediately
terminate this Agreement for cause.
14.2 SHERIFF reserves the right to terminate this
Agreement, without cause, upon providing the MOTOROLA with
written notice of such termination.
SECTION XV
CIVIL RIGHTS REQUIREMENTS
15.1 MOTOROLA shall comply with all applicable sections of
the Americans with Disabilities Act.
15.2 MOTOROLA shall not discriminate on the basis of race,
age, color, gender, or national origin.
15.3 MOTOROLA agrees that compliance• with this Section
constitutes a condition to this Agreement, and that it is
binding upon MOTOROLA, its successors, transferees, and
assignees for the period during which services are provided.
MOTOROLA further assures that all subcontractors, are not in
violation of the terms of this Section.
SECTION XVI
CONFIDENTIALITY
16,1 MOTOROLA shall not at any time, in any manner, either
directly or indirectly, communicate to any person, firm,
corporation or other entity any information of any kind
concerning any matter affecting or relating to the business of
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SHERIFF, including, but not limited to, its manner of operation,
its plans, computer systems, processes or other data of any
kind, nature or description.
16.2 "Confidential Information" means any information that
is disclosed in written, graphic, verbal, or machine -
recognizable form, and is marked, designated, or identified at
the time of disclosure as being confidential or its equivalent;
or if the information is in verbal form, it is identified as
confidential at the time of disclosure and is confirmed in
writing within thirty (30) days of the disclosure. Confidential
Information does not include any information that: is or becomes
publicly known through no wrongful act of the receiving Party;
is already known to the receiving Party without restriction when
it is disclosed; is or becomes, rightfully and without breach of
this Agreement, in the receiving Party's possession without any
obligation restricting disclosure; is independently developed by
the receiving Party without breach of this Agreement; or is
explicitly approved for release by written authorization of the
disclosing Party.
16.3 During the term of this Agreement, the Parties may
provide each other with Confidential Information. To the extent
allowed by law, each Party will: maintain the confidentiality of
the other Party's Confidential Information and not disclose it
to any third party, except as authorized by the disclosing Party
in writing or as required by a court of competent jurisdiction
or applicable law; restrict disclosure of the Confidential
Information to its employees who have a "need to know" and not
copy or reproduce the Confidential Information; take necessary
and appropriate precautions to guard the confidentiality of the
Confidential Information, including informing its employees who
handle the Confidential Information that it is confidential and
is not to be disclosed to others, but these precautions will be
at least the same degree of care that the receiving Party
applies to its own confidential information and will not be less
than reasonable care; and use the such Confidential. Information
only .in furtherance of the performance of this Agreement.
Confidential Information is and will at all times remain the
property of the disclosing Party, and no grant of any
proprietary rights in the Confidential Information is given or
intended, including any express or implied license, other than
the limited right of the recipient to use the Confidential
Information in the manner and to the extent permitted by this
Agreement.
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16.4 PRESERVATION OF PROPRIETARY RIGHTS. MOTOROLA, the
third party manufacturer of any Equipment, and the copyright
owner of any Non- Motorola Software own and retain all of their
respective Proprietary Rights in the Equipment and Software, and
nothing in this Agreement is intended to restrict their
Proprietary Rights. All intellectual property developed,
originated, or prepared by MOTOROLA in connection with providing
to SHERIFF the Equipment, Software, or related services remain
vested exclusively in MOTOROLA, and this Agreement does not
grant to SHERIFF any shared development rights of intellectual
property. Except as explicitly provided in the Software License
Agreement, MOTOROLA does not grant to SHERIFF, either directly
or by implication, estoppel, or otherwise, any right, title or
interest in MOTOROLA's Proprietary Rights. SHERIFF will not
modify, disassemble, peel components, decompile, otherwise
reverse engineer or attempt to reverse engineer, derive source
code or create derivative works from, adapt, translate, merge
with other software, reproduce, or export the Software, or
permit or encourage any third party to do so. The preceding
sentence does not apply to open source software which is
governed by the standard license of the copyright owner.
SECTION XVII
INDEMNIFICATION
17.1 GENERAL INDEMNITY BY MOTOROLA.. MOTOROLA will
indemnify, hold harmless and defend SHERIFF, his officers,
employees, agents, servants, and designees from any and all
liability, expense, judgment, suit, cause of action, or demand
for personal injury, death, or direct damage to tangible
property which may accrue against SHERIFF to the extent it is
caused by the negligent acts or omissions or willful misconduct
of MOTOROLA, its subcontractors, their employees or agents,
while performing their duties under this Agreement, if SHERIFF
gives MOTOROLA prompt, written notice of any the claim or suit.
SHERIFF will cooperate with MOTOROLA in its defense or
settlement of the claim or suit. This section sets forth the
full extent of MOTOROLA's general indemnification of SHERIFF
from liabilities that are in any way related to MOTOROLA's
performance under this Agreement.
17.2 INFRINGEMENT CLAIM INDEMNIFICATION. MOTOROLA will
defend at its expense any suit brought against SHERIFF to the
extent that it is based on an Infringement Claim, and MOTOROLA
will indemnify SHERIFF for those costs and damages finally
awarded against SHERIFF for an Infringement Claim. MOTOROLA's
1 1
duties to defend and indemnify are conditioned upon: SHERIFF
promptly notifying MOTOROLA in writing of the Infringement
Claim; MOTOROLA having sole control of the defense of the suit
and all negotiations for its settlement or compromise; and
SHERIFF providing to MOTOROLA cooperation and, if requested by
MOTOROLA, reasonable assistance in the defense of the
Infringement Claim.
If an Infringement Claim occurs, or in MOTOROLA'S opinion is
likely to occur, MOTOROLA may at its option and expense procure
for SHERIFF the right to continue using the Equipment or
Motorola Software, replace or modify it so that it becomes non -
infringing while providing functionally equivalent performance,
or grant SHERIFF a credit for the Equipment or Motorola Software
as depreciated and accept its return. The depreciation amount
will be calculated based upon generally accepted accounting
standards for such Equipment and Motorola Software.
MOTOROLA will have no duty to defend or indemnify for any
Infringement Claim that is based, upon the combination of the
Equipment or Motorola Software with any software, apparatus or
device not furnished by MOTOROLA; the use of ancillary equipment
or software not furnished by MOTOROLA and that is attached to or
used in connection with the Equipment or Motorola Software; any
Equipment that is not MOTOROLA'S design or formula; a
modification of the Motorola Software by a party other than
MOTOROLA; or the failure by SHERIFF to install an enhancement
release to the Motorola Software that is intended to correct the
claimed infringement. The foregoing states the entire liability
of MOTOROLA with respect to infringement of patents and
copyrights by the Equipment, Motorola Software, or any of their
parts.
SECTION XVIII
INSURANCE
Throughout the duration of this Agreement and for all
applicable statute of limitation periods, MOTOROLA shall
maintain in full force and effect the insurance coverages set
forth in the attached and incorporated Memorandum of Insurance -
Exhibit C. Within thirty (30) days written notice by SHERIFF,
MOTOROLA shall provide a Certificate of Insurance evidencing
such coverages.
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SECTION XIX
PUBLIC ENTITY CRIMES ACT
In accordance with the Public Entity Crimes Act (Section
287.133, Florida Statutes) a person or affiliate who has been
placed on the convicted vendor list maintained by the State of
Florida Department of General .Services following a conviction
for a public entity crime may not submit a bid on a contract
with the SHERIFF, may not be awarded or perform work as a
consultant, supplier, or subcontractor, under a contract with
SHERIFF, and may not conduct business with SHERIFF for a period
of thirty six (36) months from the date of being placed on the
convicted vendor list.' Violation of this section by MOTOROLA
shall result in termination of this Agreement and may cause
MOTOROLA's debarment.
SECTION XX
DRUG -FREE WORKPLACE
MOTOROLA shall provide a drug -free workplace program in
accordance with applicable laws.and in accordance with the Drug
Free Workplace Certification attached as Exhibit "D" and
incorporated herein.
SECTION XXI
ASSIGNMENT
This Agreement, or any interest herein, shall not be
assigned, transferred or otherwise encumbered by MOTOROLA, under
any circumstances, without the prior written consent of SHERIFF,
except that MOTOROLA may assign this Agreement to any of its
affiliates or its right to receive payment without the prior
consent of Customer.
SECTION XXII
NOTICE
Any notice hereunder by one party to the other party shall
be given in writing by personal delivery, facsimile, regular
mail, commercial express carrier such as Federal Express, UPS,
or DHL, or certified mail with proper postage, to the party at
the addresses designated in the Agreement. Any notice shall be
effective on the date it is received by the addressee. Either
party may change its address for notice purposes by giving the
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other party notice of such change in accordance with this
paragraph.
Notices shall be addressed as follows:
SHERIFF
Contracts Manager
Sheriff's Office of Broward County
2601 W. Broward Boulevard
Fort Lauderdale, FL 33312
Office of the General Counsel
Sheriff's Office of Broward County
2601 W. Broward Boulevard
Fort Lauderdale, FL 33312
MOTOROLA
Motorola Law Department
1301 E. Algonquin Rd., SH5
Schaumburg, IL 60134
Attn.: Commercial Counsel
SECTION XXIII
AGREEMENT TERMS TO BE EXCLUSIVE
This written Agreement contains the sole and entire
Agreement between the parties. The parties acknowledge and
agree that neither of them has made any representation with
respect to the subject matter of this Agreement or any
representations inducing its execution and delivery except such
representations as are specifically set forth in this writing,
and the parties acknowledge that they have relied on their own
judgment in entering into the same. The parties further
acknowledge that any statements or representations that may have
been made by either of them to the other are void and of no
effect and that neither of them has relied on such statements or
representations in connection with its dealings with the other.
SECTION XXIV
WAIVER OR MODIFICATION OF AGREEMENT
No waiver or modification of this Agreement or of any
covenant, condition or limitation contained herein shall be
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valid unless it is reduced to written form and duly executed by
the parties. No evidence of any waiver or modification of the
terms herein shall be offered or received'in evidence in any
proceeding, arbitration, or litigation between the parties
arising, in any manner, out of this Agreement, unless such
waiver or modification is in writing and duly executed by the
parties.
SECTION XXV
AGREEMENT GOVERNED BY LAW OF STATE OF FLORIDA
It is the parties expressed intent that this Agreement and
its performance, as well as, all suits and special proceedings
relating to it, be construed in accordance with and pursuant to
the laws of the State of Florida. The laws of the State of
Florida shall be applicable and shall govern to the exclusion of
the law of any other forum, without regard to the jurisdiction
in which any legal action or special proceeding may be
instituted, commenced or initiated.
SECTION XXVI
THIRD PARTY BENEFICIARIES
Neither MOTOROLA nor SHERIFF intends to directly or indirectly
benefit a third party by this Agreement. Therefore, the parties
agree that there are no third party beneficiaries to this
Agreement and that no third party shall be entitled to assert a
claim against the parties based upon this Agreement.
SECTION XXVII
LIMITATION OF LIABILITY
Except for personal injury or death, MOTOROLA's total liability,
whether for breach of contract, warranty, negligence, strict
liability in tort, indemnification, or otherwise, will be
limited to the direct damages recoverable under law, but not to
exceed the price of the Equipment, Software, or services with
respect to which losses or damages are claimed. ALTHOUGH THE
PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES,
THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL
LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL,
REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL,
INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR
ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR
15
SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO
THIS AGREEMENT. This limitation of liability provision survives
the expiration or termination of the Agreement and applies
notwithstanding any contrary provision. No action for contract
breach or otherwise relating to the transactions contemplated by
this Agreement may be brought more than one (1) year after the
accrual of the cause of action, except for money due upon an
open account.
SECTION XXVIII
MISCELLANEOUS
28.1 MOTOROLA shall comply with all the applicable
statutes, laws, rules, codes, ordinances, and regulations of any
and all federal, state and local political bodies having
jurisdiction over the services provided herein.
28.2 In the event either party brings an action against the
other to enforce any conditions or covenant of this Agreement,
the prevailing party in such action shall be entitled to recover
the court costs and reasonable attorneys' fees in the judgment
rendered in such action.
28.3 The preparation of this Agreement has been a joint
effort of the parties and the resulting document shall not
solely as a matter of judicial construction, be construed more
severely against one of the parties than the other.
28.4 Venue in any proceeding or action among the parties
arising out of this Agreement shall be in Broward County,
Florida.
28.5 In entering this Agreement, the parties represent that
they have had a reasonable opportunity to seek and select legal
advice and have relied upon the advice of their own legal
representative, who is an attorney of their own choice, or have
voluntarily chosen not to seek the advice of an attorney, and
that the terms of this Agreement have been completely read and
that those terms are fully understood and voluntarily accepted
by them.
28.6 The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the
meaning or interpretation of the Agreement. All personal
16
i
pronouns used in this Agreement shall include the other gender,
and the singular shall include the plural, and vice versa,
unless the context otherwise requires: Terms such as "herein,"
"hereof," "hereunder," and "hereinafter" refer to this Agreement
as a whole and not to any particular sentence, paragraph, or
section where they appear, unless the context otherwise
requires. Whenever reference is made to a Section or Article of
this Agreement, such reference is to the Section or Articles as
a whole, including all of the subsections of such Section,
unless the reference is made to a particular subsection or
subparagraph of such Section or Article.
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l !
1
AGREEMENT BY AND BETWEEN THE SHERIFF OF BROWARD COUNTY, FLORIDA
AND MOTOROLA.
IN WITNESS, the parties hereby execute this Agreement on
the dates set forth below:
MOTOROLA
L 4 I Date j 4/6
AUTHORIZED RE
AL LAME3ERTI, AS SHERIFF OF BROWARD COUNTY
AIR
Date //
John( rry
Exec .ive Director of Administration
Approved as to form and legal
sufficiency subject to execution
by the parties:
BY Date j /3 /
Off ' ce of O General Counsel ti
HI \CONTRACT \Motorola Equipment 2007 Final
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