Item #08 Approval of the Renewal of the Radio Services Agreement with Motorola, Inc. 1 4, ij
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AGENDA ITEM COVER SHEET
Meeting Date: October 20, 2015
Item #
Reviewed By:
Contact Name: C. Brown Department Director: C. 1 .
Contact Number: X3022 City Manager: Robert Fr: ",,� /'
Subject: Renewal of Radio Services Agreement with Motorola, Inc.
Background Summary:
In November 1995, the Honorable Mayor and Board of City Commissioners authorized the purchase of the
Motorola 800 MHz Radio system, which is still being utilized by the City in conjunction with Orange County's
radio system. Also purchased with the radio system was a service maintenance agreement. The agreement is
required for equipment that is no longer under factory warranty. Included in the agreement is all covered radio
equipment currently owned by the City of Ocoee with the exception of the radio equipment purchased by the
City for the fire department. Attached is the proposed agreement that takes effect October 1, 2015 and runs
through September 30, 2016. The cost of the service agreement for the next 12 months is $23,022.48 (payable in
monthly payments of $1,918.54).
Issue:
Should the Honorable Mayor and Board of City Commissioners authorize the renewal of the Radio Services
Agreement between Motorola Incorporated and the City of Ocoee, Florida in the amount of $23,022.48?
Recommendations:
It is respectfully recommended that the Honorable Mayor and Board of City Commissioners authorize renewal
of the Radio Services Agreement between Motorola Incorporated and the City of Ocoee, Florida in the amount
of $23,022.48.
Attachments:
Motorola Radio Services Agreement 2015 - 2016
Financial Impact:
The cost of the service agreement for the next 12 months is $23,022.48 (payable in monthly payments of
$1,918.54). $73,370.00 is allocated in the FY 2015 -2016 budget for Equipment Maintenance Contracts.
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. ckilf N/A
Reviewed by Q N/A
0 MOTOROLA SOLUTIONS SERVICES AGREEMENT
Attn: National Service Support/4th fl Contract Number: S00001003648
1301 East Algonquin Road Contract Modifier: RN13- APR -15 22:38:47
(800) 247 -2346
Date: 09/24/2015
Company Name: Ocoee Police Dept, City Of Required P.O.: Yes
Attn: Customer # : 1000290619
Billing Address: 150 N Lakeshore Dr Bill to Tag # : 0002
City, State, Zip: Ocoee,FL,34761 Contract Start Date: 10/01/2015
Customer Contact: Jazz Decaul Contract End Date: 09/30/2016
Phone: (407)905 -3163 Anniversary Day: Sep 30th
Payment Cycle: MONTHLY
PO # : TBD
QTY MODELJOPTION SERVICES DESCRIPTION MONTHLY EXTENDED
EXT AMT
Recurring Services * * ***
SVC01SVC1220C ASTRO SFS LITE SERVICE AGREEMENT $523.80 $6,285.60
18 SVC27AA ENH: XTS5000
3 SVC680AD ENH: XTL5000 CONSOLETTE
80 SVC866AE ENH: APX7000
SVCO1SVC1420C SP - LOCAL INFRASTRUCTURE REPAIR $404.62 $4,855.44
1 CLASSIC CRT CONSOLE
SVCO1SVC1422C LOCAL RADIO COMBO PACKAGE $245.67 $2,948.04
62 SVC157AC ENH: REMOTE SPEAKER MICROPHONE
SVC01SVC1423C LOCAL RADIO SUPPORT SERVICE $400.10 $4,801.20
18 SVC27AB ENH: XTS5000
9 SVC587AB XTL5000 - MOBILE
34 SVC945AE ENH: APX7000
SVC01SVC1424C ONSITE RESPONSE -LOCAL DISPATCH- STANDARD $344.35 $4,132.20
2 SVC220AD OPERATOR POSITIONS
1 SVC992AA DISPATCH CENTER LOCATION
1 SVC993AA CENTRAL ELECTRONICS BANKS (CEB)
SPECIAL INSTRUCTIONS - ATTACH Subtotal - Recurring Services $1,918.54 $23,022.48
STATEMENT OF WORK FOR PERFORMANCE DESCRIPTIONS
Subtotal - One -Time Event
Services $ .00 $ .00
Total $1,918.54 $23,022.48
Taxes - _
Grand Total $1,918.54 $23,022.48
THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING
JURISDICTIONS WHERE APPLICABLE, TO BE VERIFIED BY MOTOROLA.
Subcontractor(s) City State
RADIO SUPPORT CENTER ELGIN IL
WIRELESS TECHNOLOGY EQUIPMENT ORLANDO FL
COMPANY INC
I received Statements of Work that describe the services provided on this Agreement. Motorola's Service Terms
and Conditions, a copy of which is attached to this Service Agreement, is incorporated herein by this reference.
AUTHORIZED CUSTOMER SIGNATURE TITLE DATE
CUSTOMER (PRINT NAME)
MOTOROLA RE PRESENTATIVE(SIGNATURE) TITLE DATE
Brett Seagroatt 615 733 -2649
MOTOROLA REPRESENTATIVE(PRINT NAME) PHONE
Company Name: Ocoee Police Dept, City Of
Contract Number: S00001003648
Contract Modifier: RN13- APR -15 22:38:47
Contract Start Date: 10/01/2015
Contract End Date: 09/30/2016
Service Terms and Conditions
Motorola Solutions Inc.( "Motorola ") and the customer named in this Agreement ( "Customer") hereby agree as follows:
Section 1. APPLICABILITY
These Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer either (1)
maintenance, support, or other services under a Motorola Service Agreement, or (2) installation services under a Motorola
Installation Agreement.
Section 2. DEFINITIONS AND INTERPRETATION
2.1. "Agreement" means these Service Terms and Conditions; the cover page for the Service Agreement or the
Installation Agreement, as applicable; and any other attachments, all of which are incorporated herein by this reference. In
interpreting this Agreement and resolving any ambiguities, these Service Terms and Conditions take precedence over any
cover page, and the cover page takes precedence over any attachments, unless the cover page or attachment states
otherwise.
2.2. "Equipment" means the equipment that is specified in the attachments or is subsequently added to this Agreement.
2.3. "Services" means those installation, maintenance, support, training, and other services described in this Agreement.
Section 3. ACCEPTANCE
Customer accepts these Service Terms and Conditions and agrees to pay the prices set forth in the Agreement. This
Agreement becomes binding only when accepted in writing by Motorola. The term of this Agreement begins on the "Start
Date" indicated in this Agreement.
Section 4. SCOPE OF SERVICES
4.1. Motorola will provide the Services described in this Agreement or in a more detailed statement of work or other
document attached to this Agreement. At Customer's request, Motorola may also provide additional services at Motorola's
then - applicable rates for the services.
4.2, If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be used; the Equipment
will be serviced at levels set forth in the manufacturer's product manuals; and routine service procedures that are
prescribed by Motorola will be followed.
4.3. If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial
Equipment, the additional equipment may be added to this Agreement and will be billed at the applicable rates after the
warranty for that additional equipment expires.
4.4. All Equipment must be in good working order on the Start Date or when additional equipment is added to the
Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the
Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out
of service. Customer's obligation to pay Service fees for this Equipment will terminate at the end of the month in which
Motorola receives the written notice.
4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous
environments.
4.6. If Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for any reason, Motorola
may modify the scope of Services related to that Equipment; remove that Equipment from the Agreement; or increase the
price to Service that Equipment.
4.7. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in
a manner consistent with the level of Service purchased as indicated in this Agreement.
Section 5. EXCLUDED SERVICES
5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other
than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards;
excessive wear and tear, or accident, liquids, power surges, neglect, acts of God or other force majeure events.
5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of
the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips,
battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission
line, antenna, microwave equipment, tower or tower lighting, dupiexer, combiner, or multicoupler. Motorola has no
obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web,
or for Equipment malfunction caused by the transmission medium.
Section 6. TIME AND PLACE OF SERVICE
Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer's
location, Customer will provide Motorola, at no charge,a non - hazardous work environment with adequate shelter, heat,
light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will
not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and
software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services.
Unless otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding
weekends and holidays. Unless otherwise stated in this Agreement,the price for the Services exclude any charges or
expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably
incurred by Motorola in rendering the Services,Customer agrees to reimburse Motorola for those charges and expenses.
Section 7. CUSTOMER CONTACT
Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available
twenty -four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer's personnel to
maintain contact, as needed, with Motorola.
Section 8. PAYMENT
Unless altemative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each
payment period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within twenty
(20) days of the invoice date. Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes,
and other taxes or assessments that are levied as a result of Services rendered under this Agreement (except income,
profit, and franchise taxes of Motorola) by any governmental entity.
Section 9. WARRANTY
Motorola warrants that its Services under this Agreement will be free of defects in materials and workmanship for a period
of ninety (90) days from the date the performance of the Services are completed. In the event of a breach of this warranty,
Customer's sole remedy is to require Motorola to re- perform the non - conforming Service or to refund, on a pro -rata basis,
the fees paid for the non - conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
Section 10. DEFAULT/TERMINATION
10.1. If either party defaults in the performance of this Agreement, the other party will give to the non - performing party a
written and detailed notice of the default. The non - performing party will have thirty (30) days thereafter to provide a written
plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan
approval. If the non - performing party fails to provide or implement the cure plan, then the injured party, in addition to any
other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of
termination to the defaulting party.
10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this
Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to
Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of
termination, Motorola will have no further obligation to provide Services.
Section 11. LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict
liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of
twelve (12) months of Service provided under this Agreement. 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 OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT
TO THIS AGREEMENT. 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.This limitation of liability will survive the expiration or termination of this Agreement and applies
notwithstanding any contrary provision.
Section 12. EXCLUSIVE TERMS AND CONDITIONS
12.1. This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether
written or oral, related to the Services, and there are no agreements or representations concerning the subject matter of
this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written
agreement signed by authorized representatives of both parties.
12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement,
however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party be
bound by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: the purchase
order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties
to override and modify this Agreement; and the purchase order,acknowledgement, or other writing is signed by authorized
representatives of both parties.
Section 13. PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS
13.1. Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished
to Customer under this Agreement will remain Motorola's property, will be deemed proprietary, will be kept confidential,
and will be promptly retumed at Motorola's request. Customer may not disclose, without Motorola's written permission or
as required by law, any confidential information or data to any person, or use confidential information or data for any
purpose other than performing its obligations under this Agreement. The obligations set forth in this Section survive the
expiration or termination of this Agreement.
13.2. Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any time
by Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide Customer with
access to its confidential and proprietary information, including cost and pricing data.
13.3. This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license
under any Motorola patent, copyright, trade secret, or other intellectual property including any intellectual property created
as a result of or related to the Equipment sold or Services performed under this Agreement.
Section 14. FCC LICENSES AND OTHER AUTHORIZATIONS
Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications
Commission or any other federal, state, or local govemment agency and for complying with all rules and regulations
required by governmental agencies. Neither Motorola nor any of its employees is an agent or representative of Customer
in any govemmental matters
Section 15. COVENANT NOT TO EMPLOY
During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will not hire, engage
on contract, solicit the employment of, or recommend employment to any third party of any employee of Motorola or its
subcontractors without the prior written authorization of Motorola. This provision applies only to those employees of
Motorola or its subcontractors who are responsible for rendering services under this Agreement. If this provision is found
to be overly broad under applicable law, it will be modified as necessary to conform to applicable law
Section 16. MATERIALS, TOOLS AND EQUIPMENT
All tools, equipment, dies, gauges, models, drawings or other materials paid for or fumished by Motorola for the purpose
of this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in
Customer's custody or control, be liable for any loss or damage to this property, and retum it to Motorola upon request.
This property will 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.
Section 17. GENERAL TERMS
17.1. If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and
effect.
17.2. This Agreement and the rights and duties of the parties will be interpreted in accordance with the laws of the State in
which the Services are performed
17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege.
17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party's
reasonable control, such as strikes, material shortages, or acts of God.
17.5. Motorola may subcontract any of the work,but subcontracting will not relieve Motorola of its duties under this
Agreement.
17.6. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder
without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted
assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola
may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In
addition, in the event Motorola separates one or more of its businesses (each a "Separated Business "),whether by way of
a sale, establishment of a joint venture, spin -off or otherwise (each a "Separation Event "), Motorola may, without the prior
written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to
benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the
Separation Event
17.7. THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1) YEAR TERM, ON EVERY ANNIVERSARY OF
THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE
PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS
THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, Motorola may adjust the price of the
Services to reflect its current rates.
17.8. If Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in effect
at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on
a time and materials basis at Motorola's then effective hourly rates.
Revised Jan 1, 2010