2008-036 Radio System Equipment Purchase (Motorola)RESOLUTION 2008-36
• A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH
PALM BEACH, FLORIDA, APPROVING THE PURCHASE OF RADIOS,
DISPATCH CONSOLES AND RELATED EQUIPMENT AND SERVICES TO
FACILITATE PARTICIPATION IN THE PALM BEACH COUNTY 800 MHZ
TRUNKED RADIO SYSTEM AND DIRECTING THE MAYOR AND VILLAGE
CLERK TO EXECUTE A BUDGET AMENDMENT RELATING TO THE
PURCHASE OF SUCH EQUIPMENT AND SERVICES; PROVIDING FOR
CONFLICTS; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Village Council wishes to purchase the necessary equipment and services for
participation by Village public safety personnel in Palm Beach County's 800 MHz trunked radio
system; and
WHEREAS, the total cost of the project is $345,621.44, with $270,417.44 being paid to
Motorola, Inc. for the sole source purchase of radios, dispatch consoles and services necessary to
ensure connectivity and $75,204.00 being paid to Palm Beach County for access to the 800 MHz
trunked radio system; and
WHEREAS, the Village will utilize its existing $12.50 traffic fine revenues to pay Palm Beach
County for access to the 800 MHz radio system and to pay Motorola for a portion of the
• purchase, with the remaining funds for the Motorola purchase taken from the undesignated,
unreserved fund balance; and
WHEREAS, the Village Council determines that the adoption of this Resolution is in the best
interests ofthe Village and its residents.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE
OF NORTH PALM BEACH, FLORIDA, as follows:
Section 1. The foregoing recitals are hereby ratified and incorporated herein.
Section 2. The Village Council hereby authorizes the payment of $75,204.00 from its
$12.50 traffic violation revenues to Palm Beach County for access to the County 800 MHz
trunked radio system.
Section 3. The Village Council hereby authorizes the sole source purchase of radios,
dispatch consoles, and related equipment and services from Motorola, Inc. in the total amount of
$270,417.44, with $78,796.00 expended from the Village's $12.50 traffic violation revenues and
$191,622.00 expended from the Village's unreserved, undesignated fund balance. The Village
Council hereby authorizes the Mayor and Village Clerk to execute all documents necessary to
facilitate the purchase of equipment and services from Motorola, Inc., copies of which are
attached hereto and incorporated herein.
• Section 4. In order to assist in facilitating the purchase from Motorola, Inc., the Village
Council hereby approves a budget amendment for the amounts listed below and directs the
Mayor and Village Clerk to execute the budget amendment on behalfofthe Village:
C~
•
•
Descri tion Use Source
Sources of Funds:
A4600-09100 A ro riated Fund Balance $ 191,622
Uses of Funds:
S57 1 1-66440 Police-Audio, Visual & Comm Systems $ 191,622
Total $ 191,622 $ 19],622
Section 5. All resolutions or parts of resolutions in conflict herewith aze hereby repealed to
the extent of such conflict.
Section 6. This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED THIS 22nd DAY OF MAY, 2008.
(Village'Seal) ~~
MAYOR
„ATTEST:
~ ~~~~Q~~~C2~C
VILLAGE CLERK
-2-
Communications System Agreement
Motorola, Inc. ("Motorola"), and the Village of North Palm Beach enter into this "Agreement", pursuant to
which the Village of North Palm Beach will purchase and Motorola will sell the System, as described
below. Motorola and the Village of North Palm Beach may be referred to individually as a "Party' and
collectively as the "Parties." For good and valuable consideration, the Parties agree as follows:
Section 1 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 Exhibits A through E will be resolved in their listed order.
Exhibit A Motorola "Software License Agreement"
Exhibit B "Payment Schedule"
Exhibit C "Technical and Implementation Documents'
C-1 "System Description' dated March 24, 2008
C-2 "Equipment List" dated March 24, 2008
C-3 "Statement of Work" dated April 4, 2008
C-4 "Proposal Pricing" dated April 16, 2008
Exhibit D Service Terms and Conditions
Exhibit E "System Acceptance Certificate'
Section 2 DEFINITIONS
Capitalized terms used in this Agreement have the following meanings:
2.1. "Acceptance Tests" means those tests described in the Acceptance Test Plan.
2.2. "Beneficial Use' means when the Village of North Palm Beach first uses the System or a
Subsystem for operational purposes (excluding training or testing).
2.3. "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; is required to be disclosed pursuant to applicable law; or is explicitly approved for release by
written authorization of the disclosing Party.
2.4. "Contract Price" means the price for the System, excluding applicable sales or similar taxes and
freight charges.
2.5. "Effective Date" means that date upon which the last Party executes this Agreement.
2.6. "Equipment" means the equipment that the Village of North Palm Beach purchases from Motorola
under this Agreement. Equipment that is part of the System is described in the Equipment List.
2.7. "Force Majeure" means 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).
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2.6. "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.
2.9. "Motorola Software' means Software that Motorola or its affiliated company owns.
2.10. "Non-Motorola Software" means Software that another party owns.
2.11. "Open Source Software' (also called "freeware" or "shareware") means software that has its
underlying source code freely available to evaluate, copy, and modify.
2.12. "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.
2.13. "Software" means the Motorola Software and Non-Motorola Software in object code format that is
furnished with the System or Equipment.
2.14. "Specifications' means the functionality and performance requirements that are described in the
Technical and Implementation Documents.
2.15. "Subsystem" means a major part of the System that performs specific functions or operations.
Subsystems are described in the Technical and Implementation Documents.
2.16. "System" means the Equipment, Software, and incidental hardware and materials that are
combined together into an integrated system; the System is more fully described in the Technical and
Implementation Documents.
2.17. "System Acceptance" means the Acceptance Tests have been successfully completed.
2.18. "Warranty Period" means one (1) year from the date of System Acceptance or Beneficial Use,
whichever occurs first. See Exhibit C-2, Equipment List, for additional warranty period with regard to
certain Equipment.
Section 3 SCOPE OF AGREEMENT AND TERM
3.1. SCOPE OF WORK. Motorola will provide, install and test the System, and perform its other
contractual responsibilities, all in accordance with this Agreement. The Village of North Palm Beach will
perform its contractual responsibilities in accordance with this Agreement.
3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this
Agreement. If a requested change causes an increase or decrease in the cost or time required to
perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price,
Performance Schedule, or both, and will reflect the adjustment in a change order. Neither Party is
obligated to perform requested changes unless both Parties execute a written change order.
3.3. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by
mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues
until the date of Final Project Acceptance or expiration of the Warranty Period, whichever occurs last.
3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. For three (3) years after the Effective Date, the
Village of North Palm Beach may order additional Equipment or Software if it is then available. Each
order must refer to this Agreement and must specify the pricing and delivery terms. Notwithstanding any
additional or contrary terms in the order, the applicable provisions of this Agreement (except for pricing,
delivery, passage of title and risk of loss to Equipment, warranty commencement, and payment terms) will
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govern the purchase and sale of the additional Equipment or Software. Title and risk of loss to additional
Equipment will pass at shipment, warranty will commence upon delivery, and payment is due within
twenty (20) days after the invoice date. Motorola will send the Village of North Palm Beach an invoice as
the additional Equipment is shipped or Software is licensed. Alternatively, the Village of North Palm
Beach may register with and place orders through Motorola Online ("MOL"), and this Agreement will be
the "Underlying Agreement" for those MOL transactions rather than the MOL On-Line Terms and
Conditions of Sale. MOL registration and other information may be found at
htto://www.motorola.com/businessandgovernmenV and the MOL telephone number is (800) 814-0601.
3.5. ABOVE WARRANTY SERVICES. During the Warranty Period for the Equipment, in addition to
warranty services, Motorola will provide maintenance services for the Equipment and support for the
Motorola Software pursuant to the terms of this Agreement, including the Above Warranty Services
Statement of Work, if any, and Service Terms and Conditions. Such services and support are included in
the Contract Price. If the Village of North Palm Beach wishes to purchase additional maintenance and
support services for the Equipment during the Warranty Period, or any maintenance and support services
for the Equipment after the Warranty Period, the description of and pricing for such services will be set
forth in a separate document. If the Village of North Palm Beach wishes to purchase extended support
for the Motorola Software after the Warranty Period, it may do so by ordering software subscription
services. Unless otherwise agreed by the Parties in writing, the terms and conditions applicable to such
maintenance, support or software subscription services will be Motorola's standard Service Terms and
Conditions, together with the appropriate statements of work.
3.6: MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to
the Village of North Palm Beach solely in accordance with the Software License Agreement. The Village
of North Palm Beach hereby accepts and agrees to abide by all of the terms and restrictions of the
Software License Agreement.
3.7. NON-MOTOROLA SOFTWARE. Any Non-Motorola Software is licensed to the Village of North
Palm Beach 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 the
Village of North Palm Beach in accordance with, and the Village of North Palm Beach agrees to abide by,
the provisions of the standard license of the copyright owner and not the Software License Agreement.
Upon request by the Village of North Palm Beach, 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 the Village of North Palm Beach a copy of the applicable
standard license (or specify where that license may be found); and provide to the Village of North Palm
Beach 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).
3.8. SUBSTITUTIONS. At no additional cost to the Village of North Palm Beach, Motorola may
substitute any Equipment, Software, or services to be provided by Motorola, if the substitute meets or
exceeds the Specifications and is of equivalent or better quality to the Village of North Palm Beach. Any
substitution will be reflected in a change order.
Section 4 PERFORMANCE SCHEDULE
The Parties will perform their respective responsibilities in accordance with the Performance Schedule.
By executing this Agreement, the Village of North Palm Beach authorizes Motorola to proceed with
contract performance.
Section 5 CONTRACT PRICE, PAYMENT AND INVOICING
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Motorola Contract No. OB-23048/CR
5.1. CONTRACT PRICE. The Contract Price in U.S. dollars is $270,417.44, freight included. If
applicable, a pricing summary is included with the Payment Schedule. Motorola has priced the services,
Software, and Equipment as an integrated system. A reduction in the Software or Equipment quantities,
or services, may affect the overall Contract Price, including discounts if applicable.
5.2. INVOICING AND PAYMENT. Motorola will submit invoices to the Village of North Palm Beach
according to the Payment Schedule. Except for a payment that is due on the Effective Date, the Village
of North Palm Beach will make payments to Motorola within twenty (20) days after the date of each
invoice. The Village of North Palm Beach will make payments when due in the form of a wire transfer,
check, or cashier's check from a U.S. financial institution. Overdue invoices will bear simple interest at
the maximum allowable rate. For reference, the Federal Tax Identification Number for Motorola, Inc. is 36-
1115800.
5.3. TITLE, AND RISK OF LOSS. Title to the Equipment will pass to the Village of North Palm Beach
upon shipment. Title to Software will not pass to the Village of North Palm Beach at any time. Risk of
loss will pass to the Village of North Palm Beach upon delivery of the Equipment to the Village of North
Palm Beach. Motorola will pack and ship all Equipment in accordance with good commercial practices.
5.4. INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Village of North Palm
Beach at the following address:
560 US Highway One, North Palm Beach, FL 33408
The city which is the ultimate destination where the Equipment will be delivered to Village of North Palm
Beach is: Same as Above
The Equipment will be shipped to the Village of North Palm Beach at the following address (insert if this
information is known): Same as Above
The Village of North Palm Beach may change this information by giving written notice to Motorola.
Section 6 SITES AND SITE CONDITIONS
6.1. ACCESS TO SITES. In addition to its responsibilities described elsewhere in this Agreement, the
Village of North Palm Beach will provide a designated project manager; all necessary construction and
building permits, zoning variances, licenses, and any other approvals that are necessary to develop or
use the sites; and access to the work sites as reasonably requested by Motorola so that it may perform its
duties in accordance with the Performance Schedule and Statement of Work. If the Statement of Work
so indicates, Motorola may assist the Village of North Palm Beach in the local building permit process.
6.2. SITE CONDITIONS. The Village of North Palm Beach will ensure that all work sites it provides
will be safe, secure, and in compliance with all applicable industry and OSHA standards. To the extent
applicable and unless the Statement of Work states to the contrary, the Village of North Palm Beach will
ensure that these work sites have adequate: physical space; air conditioning and other environmental
conditions; electrical power outlets, distribution and equipment; and telephone or other communication
lines (including modem access and adequate interfacing networking capabilities), all for the installation,
use and maintenance of the System. Before installing the Equipment or Software at a work site, Motorola
will inspect the work site and advise the Village of North Palm Beach of any apparent deficiencies or non-
conformities with the requirements of this Section. This Agreement is predicated upon normal soil
conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date.
6.3. SITE ISSUES. If a Party determines that the sites identified in the Technical and Implementation
Documents are no longer available or desired, or if subsurface, structural, adverse environmental or
latent conditions at any site differ from those indicated in the Technical and Implementation Documents,
the Parties will promptly investigate the conditions and will select replacement sites or adjust the
installation plans and specifications as necessary. If change in sites or adjustment to the installation
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Motorola Contract No. 08.23048/CR
plans and specifications causes a change in the cost or time to perform, the Parties will equitably amend
the Contract Price, Performance Schedule, or both, by a change order.
Section 7 TRAINING
Any training to be provided by Motorola to the Village of North Palm Beach will be described in the
Statement of Work. The Village of North Palm Beach will notify Motorola immediately if a date change for
a scheduled training program is required. If Motorola incurs additional costs because the Village of North
Palm Beach reschedules a training program less than thirty (30) days before its scheduled start date,
Motorola may recover these additional costs.
Section 8 SYSTEM ACCEPTANCE
8.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Village of North Palm
Beach at least ten (10) days notice before the Acceptance Tests commence. System testing will occur
only in accordance with the Acceptance Test Plan.
8.2. SYSTEM ACCEPTANCE. System Acceptance will occur upon successful completion of the
Acceptance Tests. Upon System Acceptance, the Parties will memorialize this event by promptly
executing a System Acceptance Certificate. If the Acceptance Test Plan includes separate tests for
individual Subsystems or phases of the System, acceptance of the individual Subsystem or phase will
occur upon the successful completion of the Acceptance Tests for the Subsystem or phase, and the
Parties will promptly execute an acceptance certificate for the Subsystem or phase. If Village of North
Palm Beach believes the System has failed the completed Acceptance Tests, Village of North Palm
Beach will provide to Motorola a written notice that includes the specific details of the failure. If Village of
North Palm Beach does not provide to Motorola a failure notice within thirty (30) days after completion of
the Acceptance Tests, System Acceptance will be deemed to have occurred as of the completion of the
Acceptance Tests. Minor omissions or variances in the System that do not materially impair the operation
of the System as a whole will not postpone SysTem Acceptance or Subsystem acceptance, but will be
corrected according to a mutually agreed schedule.
8.3. BENEFICIAL USE. Village of North Palm Beach acknowledges that Motorola's ability to perform
its implementation and testing responsibilities may be impeded if Village of North Palm Beach begins
using the System before System Acceptance. Therefore, Village of North Palm Beach will not commence
Beneficial Use before System Acceptance without Motorola's prior written authorization, which will not be
unreasonably withheld. Motorola is not responsible for System performance deficiencies that occur
during unauthorized Beneficial Use. Upon commencement of Beneficial Use, Village of North Palm
Beach assumes responsibility for the use and operation of the System.
8.4 FINAL PROJECT ACCEPTANCE. Final Project Acceptance will occur after System Acceptance
when all deliverables and other work have been completed. When Final Project Acceptance occurs, the
parties will promptly memorialize this final event by so indicating on the System Acceptance Certificate.
Section 9 REPRESENTATIONS AND WARRANTIES
9.1. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform in accordance
with the Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever
occurs first, this System functionality representation is fulfilled. Motorola is not responsible for System
performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is
attached to or used in connection with the System or for reasons or parties beyond Motorola's control,
such as natural causes; the construction of a building that adversely affects the microwave path reliability
or radio frequency (RF) coverage; the addition of frequencies at System sites that cause RF interference
or intermodulation; or Village of North Palm Beach changes to load usage or configuration outside the
Specifications.
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92. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment
under normal use and service will be free from material defects in materials and workmanship. If System
Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes within
Village of North Palm Beach's control, this warranty expires eighteen (18) months after the shipment of
the Equipment, except for that Equipment covered by an additional warranty period as set forth in Exhibit
C-2, Equipment List, in which case the warranty for that Equipment shall expire forty-two (42) months
after the shipment of that Equipment.
9.3. 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 9 that are applicable to the
Motorola Software. If System Acceptance is delayed beyond six (6) months after shipment of the
Motorola Software by events or causes within Village of North Palm Beach's control, this warranty expires
eighteen (18) months after the shipment of the Motorola Software.
9.4. 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; Village of North Palm Beach'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.
9.5. WARRANTY CLAIMS. To assert a warranty claim, Village of North Palm Beach 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 investigation confirms a valid warranty claim, Motorola
will (at its option and at no additional charge to Village of North Palm Beach) 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
Village of North Palm Beach 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.
9.6. ORIGINAL END USER IS COVERED. These express limited warranties are extended by
Motorola to the original user purchasing the System for commercial, industrial, or governmental use only,
and are not assignable or transferable.
9.7. 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.
Section 10 DELAYS
10.1. FORCE MAJEURE. Neither Party will be liable for its non-performance or delayed performance if
caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay
performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers
the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the
Performance Schedule for a time period that is reasonable under the circumstances.
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10.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY VILLAGE OF NORTH PALM BEACH. If
Village of North Palm Beach (including its other contractors) delays the Performance Schedule, it will
make the promised payments according to the Payment Schedule as if no delay occurred; and the
Parties will execute a change order to extend the Performance Schedule and, if requested, compensate
Motorola for all reasonable charges incurred because of the delay. Delay charges may include costs
incurred by Motorola or its subcontractors for additional freight, warehousing and handling of Equipment;
extension of the warranties; travel; suspending and re-mobilizing the work; additional engineering, project
management, and standby time calculated at then current rates; and preparing and implementing an
alternative implementation plan.
Section 11 DISPUTES
11.1. SETTLEMENT PREFERRED. The Parties, by their project managers, will attempt to settle any
dispute arising from this Agreement (except for a claim relating to intellectual property or breach of
confidentiality) through consultation and a spirit of mutual cooperation. The dispute will be escalated to
appropriate higher-level managers of the parties, if necessary. If cooperative efforts fail, the dispute will
be mediated by a mediator chosen jointly by the Parties within thirty (30) days after notice by one of the
parties demanding non-binding mediation. The Parties will not unreasonably withhold their consents to
the selection of a mediator, will share the cost of the mediation equally, may agree to postpone mediation
until they have completed some specified but limited discovery about the dispute, and may replace
mediation with some other form of non-binding alternative dispute resolution ("ADR").
11.2. LITIGATION. A Party may submit to a court of competent jurisdiction in the state in which the
System is installed any claim relating to intellectual property or a breach of confidentiality provisions and
any dispute that cannot be resolved between the parties through negotiation or mediation within two (2)
months after the date of the initial demand for non-binding mediation. Each Party consents to jurisdiction
over it by that court. The use of ADR procedures will not be considered under the doctrine of laches,
waiver, or estoppel to affect adversely the rights of either Party. Either Party may resort to the judicial
proceedings described in this section before the expiration of the two-month ADR period if good faith
efforts to resolve the dispute under these procedures have been unsuccessful; or interim relief from the
court is necessary to prevent serious and irreparable injury to the Party. Nothing contained in this
Agreement shall create a contractual relationship with or cause of action in favor of a third party against
either Motorola or the Village, nor shall this Agreement be construed a waiver of sovereign immunity
beyond the waiver provided in § 768.28, Florida Statutes.
11.3. LEGAL FEES. If any legal action or other proceeding is brought for the enforcement of this
Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any
provisions of this Agreement, the successful or prevailing Party or Parties shall be entitled to recover
reasonable attorney's fees and court costs (including, without limitation, all such fees and costs arising
from appeals), incurred in that action or proceeding, in addition to any other relief to which such Party or
Parties may be entitled.
Section 12 DEFAULT AND TERMINATION
12.1 DEFAULT BY A PARTY. If either Party fails to perform a material obligation under this
Agreement, the other Party may consider the non-performing Party to be in default (unless a Force
Majeure causes the failure) and may assert a default claim by giving the non-performing Party a written
and detailed notice of default. Except for a default by Village of North Palm Beach for failing to pay any
amount when due under this Agreement which must be cured immediately, the defaulting Party will have
thirty (30) days after receipt of the notice of default to either cure the default or, if the default is not curable
within thirty (30) days, provide a written cure plan. The defaulting Party will begin implementing the cure
plan immediately after receipt of notice by the other Party that it approves the plan. If Village of North
Palm Beach is the defaulting Party, Motorola may stop work on the project until it approves the Village of
North Palm Beach's cure plan.
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12.2. FAILURE TO CURE. If a defaulting Party fails to cure the default as provided above in Section
12.1, unless otherwise agreed in writing, the non-defaulting Party may terminate any unfulfilled portion of
this Agreement. In the event of termination for default, the defaulting Party will promptly return to the non-
defaulting Party any of its Confidential Information. If Village of North Palm Beach is the non-defaulting
Party, terminates this Agreement as permitted by this Section, and completes the System through a third
party, Village of North Palm Beach may as its exclusive remedy recover from Motorola reasonable costs
incurred to complete the System to a capability not exceeding that specified in this Agreement less the
unpaid portion of the Contract Price. Village of North Palm Beach will mitigate damages and provide
Motorola with detailed invoices substantiating the charges.
Section 13 INDEMNIFICATION
13.1. GENERAL INDEMNITY BY MOTOROLA. Motorola will indemnify and hold Village of North Palm
Beach harmless 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 Village of North
Palm Beach to the extent it is caused by the negligence of Motorola, its subcontractors, or their
employees or agents, while performing their duties under this Agreement, if Village of North Palm Beach
gives Motorola prompt, written notice of any the claim or suit. Village of North Palm Beach 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 Village of North Palm Beach from liabilities that are in any way
related to Motorola's performance under this Agreement.
13.2. GENERAL INDEMNITY BY VILLAGE OF NORTH PALM BEACH. Village of North Palm Beach
will indemnify and hold Motorola harmless 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 Motorola to the extent it is caused by the negligence of Village of North Palm Beach, its other
contractors, or their employees or agents, while performing their duties under this Agreement, if Motorola
gives Village of North Palm Beach prompt, written notice of any the claim or suit. Motorola will cooperate
with Village of North Palm Beach in its defense or settlement of the claim or suit. This section sets forth
the full extent of Village of North Palm Beach's general indemnification of Motorola from liabilities that are
in any way related to Village of North Palm Beach's performance under this Agreement.
13.3. PATENT AND COPYRIGHT INFRINGEMENT.
13.3.1. Motorola will defend at its expense any suit brought against Village of North Palm Beach to the
extent it is based on an Infringement Claim, and Motorola will indemnify Village of North Palm Beach for
those costs and damages finally awarded against Village of North Palm Beach for an Infringement Claim.
Motorola's duties to defend and indemnify are conditioned upon: Village of North Palm Beach 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 Village of North Palm Beach providing to
Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the
Infringement Claim.
13.3.2. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its
option and expense procure for Village of North Palm Beach 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 Village of North Palm Beach 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.
13.3.3. 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 Village of North Palm Beach to install an enhancement release to the Motorola Software
North Palm Beach, FL -Cons and Subs 8
Motorola Contract No. 08-23048/CR
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 14 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 SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA
PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or
termination of this 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 15 CONFIDENTIALITY AND PROPRIETARY RIGHTS
15.1. CONFIDENTIAL INFORMATION. During the term of this Agreement, the Parties may provide
each other with Confidential Information. 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; restrict disclosure of 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 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
Confidential Information only in furtherance of the performance of this Agreement. Confidential
Information is and shall 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.
15.2. PRESERVATION OF MOTOROLA'S 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 Village of North Palm Beach the Equipment, Software, or related
services remain vested exclusively in Motorola, and this Agreement does not grant to Village of North
Palm Beach any shared development rights of intellectual property. Except as explicitly provided in the
Software License Agreement, Motorola does not grant to Village of North Palm Beach, either directly or
by implication, estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Village of
North Palm Beach 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, distribute, sublicense, sell 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 16 GENERAL
16.1. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other
taxes, assessments or duties, all of which will be paid by Village of North Palm Beach except as exempt
North Palm Beach, FL -Cons and Subs g
Motorola Contract No. 08-23048/CR
by law. If Motorola is required to pay any of these taxes, Motorola will send an invoice to Village of North
Palm Beach and Village of North Palm Beach will pay to Motorola the amount of the taxes (including any
interest and penalties) within twenty (20) days after the date of the invoice. Village of North Palm Beach
will be solely responsible for reporting the Equipment for personal property tax purposes, and Motorola
will be solely responsible for reporting taxes on its income or net worth.
16.2. ASSIGNABILITY AND SUBCONTRACTING. Neither Party may assign this Agreement without
the prior written consent of the other Party, except that Motorola may assign this Agreement to any of its
affiliates or its right to receive payment without the prior consent of Village of North Palm Beach.
Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under
this Agreement.
16.3 WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will
not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a
writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either
a future or continuing waiver of that same right or power, or the waiver of any other right or power.
16.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or
unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and
effect.
16.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement only
as an independent contractor. The Parties and their personnel will not be considered to be employees or
agents of the other Party. Nothing in this Agreement will be interpreted as granting either party the right
or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or
be interpreted as a joint venture, partnership or formal business organization of any kind.
16.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are
inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of
the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in
accordance with its terms and conditions and not for or against either Party.
16.7. GOVERNING lr4W. This Agreement and the rights and duties of the Parties will be governed by
and interpreted in accordance with the laws of the State in which the System is installed. Venue for any
proceeding arising out of this Agreement shall lie exclusively in Palm Beach County, Florida or any United
Stated District Court of competent jurisdiction.
16.8. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement
of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements,
proposals, and understandings, whether written or oral, relating to the subject matter. This Agreement
may be amended or modified only by a written instrument signed by authorized representatives of both
Parties. The preprinted terms and conditions found on any Village of North Palm Beach purchase order,
acknowledgment or other form will not be considered an amendment or modification of this Agreement,
even if a representative of each Party signs that document.
16.9. NOTICES. Notices required under this Agreement to be given by one Party to the other must be
in writing and either delivered personally or sent to the address shown below by certified mail, return
receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express,
UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt:
Motorola, Ine.
Attn: Law Dept-Commercial Counsel
1301 E. Algonquin Rd., SH5
Schaumburg, IL 60196
fax: 847-576-0721
North Palm Beach, FL -Cons and Subs
Motorola Contract No. OB-23048/CR
Village of North Palm Beach
Attn: Chief Steve Canfield
560 US Highway One
North Palm Beach, FL 33408
fax: (561) 882-1141
10
16.10. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal,
state, and local laws, regulations and rules concerning the performance of this Agreement or use of the
System. Village of North Palm Beach will obtain and comply with all Federal Communications
Commission ("FCC") licenses and authorizations required for the installation, operation and use of the
System before the scheduled installation of the Equipment. Although Motorola might assist Village of
North Palm Beach in the preparation of its FCC license applications, neither Motorola nor any of its
employees is an agent or representative of Village of North Palm Beach in FCC or other matters.
16.11. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all
necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties
under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon
execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in
accordance with its terms; and the execution, delivery, and performance of this Agreement does not
violate any bylaw, charter, regulation, law or any other governing authority of the Party.
16.12. SURVIVAL OF TERMS. The following provisions shall survive the expiration or termination of
this Agreement for any reason: Section 3.6 (Motorola Software); Section 3.7 (Non-Motorola Software); if
any payment obligations exist, Sections 5.1 and 5.2 (Contract Price and Invoicing and Payment);
Subsection 9.7 (Disclaimer of Implied Warranties); Section 11 (Disputes); Section 14 (Limitation of
Liability); and Section 15 (Confidentiality and Proprietary Rights); and all of the General provisions in
Section 16.
The Parties hereby enter into this Agreement as of the Effective Date.
Motorola, Inc.
eve ~~
Name: Marshall Wright
Title: MSSI VP & Director, Sales
Date: S/9~~
Village of North Palm Beach
ey~~~ .,~ // //~//~f -
Name: 1~~~//~'/I dC„ /a'(,~1.~/
Title: ~~02
Date: ~~~z/ °
REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY
North Palm Beach, FL -Cons and Subs
Motorola Contract No. 08-23048/CR
11
Exhibit A
SOFTWARE LICENSE AGREEMENT
This Exhibit A Software License Agreement ("Agreement") is between Motorola, Inc., ("Motorola"), and the
Village of North Palm Beach ("Licensee').
For good and valuable consideration, the parties agree as follows:
Section 1 DEFINITIONS
1.1 "Designated Products" means products provided by Motorola to Licensee with which or for which the
Software and Documentation is licensed for use.
1.2 "Documentation" means product and software documentation that specifies technical and
performance features and capabilities, and the user, operation and training manuals for the Software
(including all physical or electronic media upon which such information is provided).
1.3 "Open Source Software" means software with either freely obtainable source code, license for
modification, or permission for free distribution.
1.4 "Open Source Software License" means the terms or conditions under which the Open Source
Software is licensed.
1.5 "Primary Agreement" means the agreement to which this exhibit is attached.
1.6 "Security Vulnerability" means a flaw or weakness in system security procedures, design,
implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited)
and result in a security breach such that data is compromised, manipulated or stolen or the system
damaged.
1.7 "Software' (i) means proprietary software in object code format, and adaptations, translations, de-
compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications,
enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain
one or more items of software owned by a third party supplier. The term "Software" does not include any
third party software provided under separate license or third party software not licensable under the terms of
this Agreement.
Section 2 SCOPE
Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary
Software or products containing embedded or pre-loaded proprietary Software, or both. This Agreement
contains the terms and conditions of the license Motorola is providing to Licensee, and Licensee's use of the
Software and Documentation.
Section 3 GRANT OF LICENSE
3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola
grants to Licensee a personal, limited, non-transferable (except as permitted in Section 7) and non-exclusive
license under Motorola's copyrights and Confidential Information (as defined in the Primary Agreement)
embodied in the Software to use the Software, in object code form, and the Documentation solely in
connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to
source code.
Motorola G&PS Exhibit SLA 031308
3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the
terms and conditions governing the use of such Open Source Software are in the Open Source Software
Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and
conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing
Licensee's use of the Open Source Software, the terms and conditions of the license grant of the applicable
Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested
by Licensee, Motorola will use commercially reasonable efforts to: (i) determine whether any Open Source
Software is provided under this Agreement; (ii) identify the Open Source Software and provide Licensee a
copy of the applicable Open Source Software License (or specify where that license may be found); and, (iii)
provide Licensee a copy of the Open Source Software source code, without charge, if it is publicly available
(although distribution fees may be applicable).
Section 4 LIMITATIONS ON USE
4.1. Licensee may use the Software only for Licensee's internal business purposes and only in
accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the
general nature of these restrictions, Licensee will not make the Software available for use by third parties on
a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial
rental or sharing arrangement.
4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble,
peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human
perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works
of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to
any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or
take any action that would cause the Software or Documentation to be placed in the public domain; (iv)
remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights;
(v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit
the use of the Software by any third party or on any machine except as expressly authorized by this
Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a
copy of the Software solely by activating a machine containing the Software. Licensee may make one copy
of Software to be used solely for archival, back-up, or disaster recovery purposes; provided that Licensee
may not operate that copy of the Software at the same time as the original Software is being operated.
Licensee may make as many copies of the Documentation as it may reasonably require for the internal use
of the Software.
4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any
third party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or (ii)
copy onto or transfer Software installed in one unit of a Designated Product onto one other device. Licensee
may temporarily transfer Software installed on a Designated Product to another device if the Designated
Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary
transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to
another device must be discontinued when the original Designated Product is returned to operation and the
Software must be removed from the other device. Licensee must provide prompt written notice to Motorola
at the time temporary transfer is discontinued
4.4. When using Motorola's Radio Service Software ("RSS"), Licensee must purchase a separate license
for each location at which Licensee uses RSS. Licensee's use of RSS at a licensed location does not entitle
Licensee to use or access RSS remotely. Licensee may make one copy of RSS for each licensed location.
Licensee shall provide Motorola with a list of all locations at which Licensee uses or intends to use RSS upon
Motorola's request.
4.5. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter,
accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an
independent third party ("Auditor") may inspect Licensee's premises, books and records, upon reasonable
prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and
Motorola G&PS Exhibit SLA 031308
security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any
information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor
and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement.
Section 5 OWNERSHIP AND TITLE
Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software
and Documentation, including, but not limited to, all rights in patents, patent applications, inventions,
copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software
and Documentation (including any corrections, bug fixes, enhancements, updates, modifications,
adaptations, translations, de-compilations, disassemblies, emulations to or derivative works from the
Software or Documentation, whether made by Motorola or another party, or any improvements that result
from Motorola's processes or, provision of information services). No rights are granted to Licensee under
this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to
Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in
connection with providing the Software, Designated Products, Documentation or related services, remains
vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual
property rights.
Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY
6.1. The commencement date and the term of the Software warranty will be a period of one (1) year from
Motorola's shipment of the Software (the "Warranty Period"). If Licensee is not in breach of any of its
obligations under this Agreement, Motorola warrants that the unmodified Software, when used properly and
in accordance with the Documentation and this Agreement, will be free from a reproducible defect that
eliminates the functionality or successful operation of a feature critical to the primary functionality or
successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with
reference to the Documentation. Motorola does not warrant that Licensee's use of the Software or the
Designated Products will be uninterrupted, error-free, completely free of Security Vulnerabilities, or that the
Software or the Designated Products will meet Licensee's particular requirements. Motorola makes no
representations or warranties with respect to any third party software included in the Software.
6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use
reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will
involve either replacing the media or attempting to correct significant, demonstrable program or
documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable
time, then at Motorola's option, Motorola will replace the defective Software with functionally-equivalent
Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the
license and refund the Licensee's paid license fee.
6.3. Warranty claims are described in the Primary Agreement.
6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any
and all other warranties (express or implied, oral or written) with respect to the Software or
Documentation, including, without limitation, any and all implied warranties of condition, title, non-
infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether or not
Motorola knows, has reason to know, has been advised, or is otherwise aware of any such purpose
or use), whether arising by law, by reason of custom or usage of trade, or by course of dealing. In
addition, Motorola disclaims any warranty to any person other than Licensee with respect to the
Software or Documentation.
Motorola G&PS Exhibit SLA 031308
Section 7 TRANSFERS
Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written
consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee
paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products
are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third
party, Licensee may assign its right to use the Software (other than RSS and Motorola's FLASHpolt®
software) which is embedded in or furnished for use with the radio products and the related Documentation;
provided that Licensee transfers all copies of the Software and Documentation to the transferee, and
Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the
transferee to be bound by this Agreement.
Section 8 TERM AND TERMINATION
8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is
signed by both parties and will continue for the life of the Designated Products with which or for which the
Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in
which case this Agreement and Licensee's right to use the Software and Documentation may be terminated
immediately upon notice by Motorola.
8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to
Motorola that all copies of the Software have been removed or deleted from the Designated Products and
that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee
and are no longer in use by Licensee.
8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the
development, marketing, and distribution of the Software and Documentation and that Licensee's breach of
this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate
If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available
remedies at law or in equity (including immediate injunctive relief and repossession of all non-embedded
Software and associated Documentation unless Licensee is a Federal agency of the United States
Government).
Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS
This Section applies if Licensee is the United States Government or a United States Government agency.
Licensee's use, duplication or disclosure of the Software and Documentation under Motorola's copyrights or
trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial
Computer Software-Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable, unless they are
being provided to the Department of Defense. If the Software and Documentation are being provided to the
Department of Defense, Licensee's use, duplication, or disclosure of the Software and Documentation is
subject to the restricted rights set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and
Computer Software clause at DFARS 252.227-7013 (OCT 1988), if applicable. The Software and
Documentation may or may not include a Restricted Rights notice, or other notice referring to this
Agreement. The provisions of this Agreement will continue to apply, but only to the extent that they are
consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS mentioned
above, as applicable to the particular procuring agency and procurement transaction.
Section 10 CONFIDENTIALITY
Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary and
Confidential Information and are Motorola's trade secrets, and that the provisions in the Primary Agreement
concerning Confidential Information apply.
Motorola G&PS Exhibit SLA 031308
Section 11 LIMITATION OF LIABILITY
The Limitation of Liability provision is described in the Primary Agreement.
Section 12 NOTICES
Notices are described in the Primary Agreement.
Section 13 GENERAL
13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed
as an admission or presumption of publication of the Software or public disclosure of any trade secrets
associated with the Software.
13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws and
regulations of the United States and Licensee will comply with all applicable laws and regulations, including
export laws and regulations of the United States. Licensee will not, without the prior authorization of
Motorola and the appropriate governmental authority of the United States, in any form export or re-export,
sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or
indirect products sold or otherwise furnished to any person within any territory for which the United States
Government or any of its agencies at the time of the action, requires an export license or other governmental
approval. Violation of this provision is a material breach of this Agreement.
13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its
obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or
consent of Licensee.
13.4. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent that
they apply and otherwise by the internal substantive laws of the State to which the Software is shipped if
Licensee is a sovereign government entity, or the internal substantive laws of the State of Illinois if Licensee
is not a sovereign government entity. The terms of the U.N. Convention on Contracts for the International
Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction Act, any
version of this Act, or a substantially similar law (collectively "UCITA") becomes applicable to a party's
performance under this Agreement, UCITA does not govern any aspect of this Agreement or any license
granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The
governing law will be that in effect prior to the applicability of UCITA.
13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely far the benefit of Motorola
and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and
no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or
supplier of third party software included in the Software will be a direct and intended third party beneficiary of
this Agreement.
13.6. SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement.
13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary
Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this
Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subject matter.
13.8 SECURITY. Motorola's Information Assurance Policy addresses the issue of security. Motorola
uses reasonable means in the design and writing of its own Software and the acquisition of third party
Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security
Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section 6 of
this Agreement.
Motorola G&PS Exhibit SLA 031308
PAYMENT SCHEDULE -EXHIBIT B
Except for a payment that is due on the Effective Date, Customer will make payments to
Motorola within twenty (20) days after the date of each invoice. Customer will make
payments when due in the Form of a check, cashier's check, or wire transfer drawn on a
U.S. financial institution and in accordance with the following milestones.
30% due upon contract execution;
65% of the Contract Price upon shipment of equipment;
5% of the Contract Price upon final acceptance;
Motorola reserves the right to make partial shipments of equipment and to request
payment upon shipment of such equipment. In addition, Motorola reserves the right to
invoice for installations or civil work completed on a site-by-site basis, when applicable.
OR
Except for a payment that is due on the Effective Date, Customer will make payments to
Motorola within twenty (20) days after the date of each invoice. Customer will make
payments when due in the form of a check, cashier's check, or wire transfer drawn on a
U.S. financial institution and in accordance with the following milestones.
1. 30% due upon contract execution;
2. 60% of the Contract Price upon shipment of equipment;
3. 5% of the Contract Price upon completion of installation;
3. 5% of the Contract Price upon final acceptance;
Motorola reserves the right to make partial shipments of equipment and to request
payment upon shipment of such equipment. In addition, Motorola reserves the right to
invoice for installations or civil work completed on a site-by-site basis, when applicable.
Motorola Contract No. Ol-_/hhm Page 1 (Rev. 8-1-O1)
Exhibit C
Technical and Implementation Documents
North Palm Beach, FL -Cons and Subs
Motorola Contract No. 08-23048/CR
Village of North Palm Beach, Florida
Gold Elite Consoles High Level System Description
I=11i~h bevel System ®escripti®n
System Overview
The Village of North Palm Beach has requested pricing to supply and install two, Motorola Gold Elite,
Radio Operator Positions (ROP) in the police dispatch center. The ROPs will be integrated into the
Palm Beach County SmartZone (SZ) Trunking System allowing the Village of North Palm Beach
dispatch personnel full functionality in the County's radio system and interoperability with all
participating agencies.
Radio Operator Positions
A Radio Operator Position (ROP) has three major components, Personal Computer (PC), 21-inch LCD
Touch Screen (TS) monitor, and a Console Interface Electronics (CIE). The PC and monitor give the
user control and a graphical status display of radio resources. The CIE provides audio interface,
microphone, headset jacks, two speakers, and Volume Unit (VU) display to the ROP. The CIE aze
positioned on a desktop within reach of the user while the PC is placed under the counter. The operation
of the ROP is conducted through the TS monitor or mouse inputs.
Console Electronics Bank (CEB)
A Console Electronics Bank (CEB) provides a gateway into the SZ infrastructure and allows local
Village of North Palm Beach radio resources to be connected to the console system. The CEB will be
installed in the dispatch equipment room and connected to the PBC Ambassador Electronics Bank
(AEB) at the Forest Hill site. CIE units are connected to the CEB via a seven pair cable under the raised
flooring. One Base Interface Module (BIM) is provided and is capable of Tone Remote Control (TRC)
or Extended Local Control (ELC) connections.
Console Local Area Network (LAN)
The Console LAN connects the ROP PC to the Console and Alias Database Manager (CDM, ADM).
The CDM configures the CEB resources and the ADM stores the individual user naming conventions.
The CDM is maintained by Motorola service and the ADM is automatically updated by the SZ Database
Manager. The County's radio system manager updates the database from input supplied from the local
agencies administration. The console LAN available at Riviera Beach will be extended to the Village of
North Palm Beach dispatch site
Dispatch Site Connectivity
A redundant AEB-CEB link (two Tl circuits) will be carried on the County's Microwave (MW) system
to the Connemaza site. Anew PTP58600 link will connect the dispatch site to the Connemara site. By
utilizing the existing transport assets and the 5.8GHz link, a highly reliability, low cost transport solution
is achieved.
~.~ MOTOROLA
Pale 2 - 1
engineering, end pricing information eamained in this aRering is ronsidered vonfidemial, propriemry, end trade secret may not be ahered with any person or agenry mt directly euociated
with the addmree without the express written mmem of Motorola, Inc., or its dnigneea "
LINE ITEM REPORT
List Name:
Sold To Name:
List ID:
Curcency:
Date:
VILLAGE OF NORTH PAL
Not Assigned
SC14013502
U. S. DOLLAR
Item APC Qty Nomenclature Description
24-Mar-OS
1 404 1 81811BB CENTRACOM GOLD CENTRAL ELECTRONICS
1a 404 1 CA00301AA
1b 404 1 CA00301AB
10 404 1 CA00301AC
id 404 1 K9958C ALT: MODULES, AMBASSADOR INTERFACE
1e 228 1 K259 ADD: CABLE, 25-PAIR, 15 FOOT AND PU
1f 404 1 K206AF ADD: BATTERY, BACK-UP TO CEB (FOR D
ig 228 1 X643 AEB-CEB Tt -Single T1 per AIMI
ih 185 1 K837AB EHN: EXTENDED WARRANTY,2CARD CAGE
1i 228 3 K742AB ALT: CABLE, 25-PAIR, 100 FOOT PLENU
1j 404 2 CA00301AD
ik 404 2 CA00301AK
11 404 1 CA00301 AL
1m 404 1 CA00301AM
1n 404 1 CA00301AQ
10 404 4 CA003018V
2 404 1 81840 CENTRACOM GOLD INTERFACE MODULE FOR
2a 228 1 K700 ADD: RELAY, PTT OUTPUT (M-LEAD CONT
3 404 1 81814 CENTRACOM GOLD SPARES FOR CLASSIC C
4 404 1 B18508A CENTRACOM GOLD INTERFACE MODULES FO
4a 404 1 CA00301AS
4b 404 1 CA00301AE
5 404 1 81827 CENTRACOM GOLD SOFTWARE LICENSE MAN
5a 404 1 X597AE ADD: SOFTWARE LICENSE, CONVENTIONAL
5b 404 2 X293 ADD: SOFTWARE LICENSE, ELITE OPERAT
5t 404 1 X300 ADD: SOFTWARE LICENSE, ANALOG SMART
6 404 1 B18228 CENTRACOM GOLD ELITE INTERFACE ELEC
6a 404 1 CA00301AY
6b 404 1 CA00301BH
6c 404 1 CA00301AD
6d 404 1 CA003018F
6e 404 1 CA003018E
6f 404 1 CA003016D
6g 404 1 CA003018C
6h 404 1 CA00301B8
6i 404 1 CA00301AZ
6j 404 1 CA00301AX
6k 404 1 CA00301AW
61 404 1 CA00301AV
6m 404 1 CA00301AU
Bn 404 1 CA003018G
60 404 1 CA003018A
6p 404 1 CA00301AT
6q 404 1 K704AE ADD: HEADSET JACK, #2 W/13 FOOT CAB
6r 228 1 K570AE ADD: HEADSET JACK, W/15 FOOT CABLE
6s 228 1 K572AF ADD: FOOTSWITCH
6t 404 1 K703 ADD: MICROPHONE, GOOSENECK, 9 INCH
6u 228 1 K742AJ ADD: 100 PLENUM CBL 7 PAIR
7 228 1 BKN6170 CABLE, TELEPHONE HEADSET INTERFACE
8 228 1 CRTDATA Personality Data
9 228 1 CRTDATA Personality Data
10 228 1 CRTDATA Personality Data
11 228 1 CRTDATA Personality Data
12 228 1 CRTDATA Personality Data
13 228 1 CRTDATA Personality Data
14 228 1 CRTDATA Personality Data
15 228 1 CRTDATA Personality Data
i6 404 1 818226 CENTRACOM GOLD ELITE INTERFACE ELEC
16a 404 1 CA00301 AY
16b 404 1 CA00301BH
16c 404 1 CA00301AD
t6d 404 1 CA003018F
16e 404 1 CA003018E
16f 404 1 CA00301 BD
16g 404 1 CA00301 BC
16h 404 1 CA00301 B6
16i 404 1 CA00301AZ
16j 404 1 CA00301AX
16k 404 1 CA00301AW
i61 404 1 CA00301AV
16m 404 1 CA00301AU
16n 404 1 CA003016G
160 404 1 CA003018A
16p 404 1 CA00301 AT
16q 404 1 K704AE ADD: HEADSET JACK, #2 W/13 FOOT CAB
i6r 228 1 K570AE ADD: HEADSET JACK, W/15 FOOT CABLE
16s 228 1 K572AF ADD: FOOTSWITCH
16l 404 1 K703 ADD: MICROPHONE, GOOSENECK, 9 INCH
16u 228 1 K742AJ ADD: 100 PLENUM CBL 7 PAIR
17 228 1 BKN6170 CABLE, TELEPHONE HEADSET INTERFACE
18 228 1 CRTDATA Personality Data
19 228 1 CRTDATA Personality Data
20 228 1 CRTDATA Personality Data
21 228 1 CRTDATA Personality Dala
22 228 1 CRTDATA Personality Dala
23 228 1 CRTDATA Personality Data
24 228 1 CRTDATA Personality Data
25 228 1 CRTDATA Personality Data
26 708 2 L3531 CERTIFIED GOLD ELITE WORKSTATION
26a 708 2 ZA00268AA ADD: DUAL IRR CARD & PC SPKER
27 708 1 DSJ4900B HP PROCURVE SWITCH 26268
28 708 2 DS213BLKT5 21.3" MVA 4:3 LCD, BLACK, WITH TOUC
29 129 4 DSCAI2CD PTT ADAPTER FOR ALL H SERIES HEADSE
30 129 8 CDN6287 ENCORE BINAURAL HEADSET TOP
31 147 1 ST2500 52500 MULTIPROTOCOL WAN ROUTER
32 147 2 ST2512 52500 ROUTER TtlEi DAUGHTER BOARD
33 224 1 BP5830BH-2C PTP58600: 5.8 GHZ 300 MBPS
34 224 1 WB7811A PTP 400/600 SERIES EMC CABLE GLAND
35 224 4 RRDN5794 ALPO-ORT SURGE SUPPRESSOR FOR 300 M
36 708 1 DSEYN728A1 fOUTDOOR-RATED CAT5E WlGEL, 100MHZ,
37 606 1 CTCATS-01A CAT 5 CBL TSTR
38 34 H46UCD9PW; X7S 2500 Model 1.5 (No Key Pad)
38a 34 0443 INT: 3600 Baud Software
38b 34 0393 ALT: Battery Impress
38c 34 H885K ENH: 2yr Extended Warranty
39 34 RMN5074 Public Safety Microphone 30"
40 34 NTN9857 Battery Impress, FM 2000 MAH
41 34 Charger Pkg Single Unit Conditioning Charger
42 34 NAF5042 3" Stubby Antenna
43 2 X7Lt5dd PKG XTL 1500 Mobile Radio 764-870 MHz
43a 2 G809 Analog Baud
43b 2 G335 Antenna 1/4 Wave
43c 2 818 Auxilary 5 watt speaker
43d 2 G24 ENH: 2yr Extended Warranty
44 276 1 L20URS9PW1 10-35W 762-870MHZ XTL 5000 CONSOLET
44a 185 1 G24 ENH: 2 YEAR REPAIR SERVICE ADVANTAG
44b 276 1 G50 ENH: SMARTNET OPERATION
44c 276 1 G80 ADD: W7 HW SETUP CONSOLETTE
44d 276 1 G241 ENH: SOFTWARE ASTRO READY ANALOG TE
44e 276 1 G799 ADD: PRINTED TEST RESULTS
44T 276 1 L73 DEL: MICROPHONE SPECTRA DESKTOP
44g 276 1 L746 ADD: TONE REMOTE CONTROL XTL5000
45 374 1 TRN7466 MOUNTING BRACKET EIA 191NCH
46 371 1 RVN4186AC CPS R11,00.00 ASTRO 25 PORT/MOBILE
47 721 1 HKN6155 PROGRAMMING/FLASH CABLE, ASTRO SPEC
48 207 1 TDF6483 ANTENNA 836-896 MHZ OMNI NFE UNITY
49 207 1 L1705 1/2" LDF HELIAX POLY JKT PER FT
50 207 4 DDN9386 N MALE POSITIVE STOP CONNECTOR, FOR
51 207 1 CDN6510 1/2" SURE GROUND
52 207 1 TDN9289 CABLE WRAP WEATHERPROOFING
53 207 1 DSISB50LNC 2 COAX PROTECTOR
Statement of Work
Village of North Palm Beach
Gold Elite Console Expansion
April 4, 2008
This Statement of Work (SOW) outlines the services required to install and
integrate two (2) new Gold Elite Dispatch Operator Consoles at the Village of
North Palm Beach PD. The consoles will be connected to the Palm Beach
County 800 MHz SmartZone Trunking System using a 3 Mbit (PTP5860), high
speed, point to point non-licensed microwave Link. The point to point link will be
installed between the Village Dispatch Center and the Connemera Transmitter
Site for connectivity of the console CEB T1 circuits and the console database
manager (CDM) LAN circuits to the county system. The console CEB T1 links
will be inserted into the county's 6 GHz microwave system and transmitted to the
Forest Hill Site for dispatch audio processing and distribution. The CDM LAN
circuit will be routed from the Connemera Site to the City of Riviera Beach
Dispatch Center, using the existing Microwave hop, for connection to the console
database manager network.
This SOW provides:
• A description of the responsibilities for both Motorola and Village of North
Palm Beach
The qualifications and assumptions taken into consideration during the
development of this proposal.
For purposes of this proposal: the word "Customer" indicates "Village of
North Palm Beach."
Motorola's Field Implementation support and coordination services will be
provided at a level consistent with the complexity of this project. In general,
these services include the following:
• Project Initiation
• Order Entry and Processing
• Manufacturing and Shipping Coordination
• Installation Coordination
• Optimization and Testing
Project Finalization
1
RESPONSIBILITIES
A successful project requires responsibilities to be managed by both Motorola
and Village of North Palm Beach. These responsibilities are outlined throughout
this proposal.
Motorola Responsibilities:
• Village of North Palm Beach PD Dispatch Center
1. Install and configure a two cage Central Electronics Bank
(CEB), with a 3 track LOMI and one BIM
2. Install and configure 2 new Gold Elite Remote Operator Console
Positions
3. Install and configure one ST2500 Router and LAN Switch for
CDM Connectivity to City of Riviera Beach Dispatch
4. Install one PTP58600 (Point-to-Point radio), on roof of dispatch
center, for CEB link connectivity, at Forest Hill Site, and Console
DataBase Manager (CDM) at City of Riviera Beach Site. Will
used existing conduit for PTP cable run.
5. Connect all new equipment to existing 120 VAC power.
6. Conduct functional trunking ATP on new Gold Elite Consoles
• Connemera Site
1. Install one PTP58600 (Point-to-Point radio) at location identified
by Palm Beach County Radio Communications Office.
2. Expand County microwave system for addition of new T1
circuits and add M1x2 multiplex cards.
3. Terminate and connect CEB (T1) links from Point to Point radio
to County 6 GHz microwave system.
4. Install (1) new 120 VAC circuit for addition of new PTP58600
radio
• Forest Hill Site
1. Expand County microwave system for addition of new T1
circuits and add M1x2 multiplex cards
2. Terminate T1 circuits and connect to Ambassador Electronics
Bank (AEB)
3. Reprogram the AEB for addition of new CEB
AEB: Move CEB 17 5E link to existing Ambassador card
in cage 1, slot ID 1, port 8
• AEB: Configure Ambassador card in cage 1, slot ID 9,
port B for CEB 21 5E
• AEB: Configure Ambassador card in cage 2, slot ID 9,
port B for CEB 21 5F
2
• Riviera Beach Site
1. Install ST2512 T1 interface card in the ST2500 Router at Riviera
Beach
2. Route LAN T1 from Rivera Beach to Connemara microwave
spur
3. Terminate LAN T1 in ST2500 router and configure main CDM
for additional con
Village of North Palm Beach Responsibilities:
• Assign project manager that will work with Motorola to coordinate
installation, provide site access, have signature approval for all work
completed and provide final acceptance signature at completion of
work
• Coordinate with user community for planned channel down-time during
the upgrade
Provide necessary 120 VAC power at North Village Dispatch Center
• Provide necessary space for addition of 2 new consoles and new CEB
card cage
• Facilitate and work with Motorola to coordinate installation of new
audio and LAN cabling inside the Village Dispatch Site.
ASSUMPTIONS /COMMENTS
This project will be considered complete upon installation,
programming and optimization.
All installation efforts will be done in accordance with Motorola's R56
Quality Standards, with consideration given to existing conditions.
It is assumed that Customer facility has raised computer flooring for
ease of cable installation
• All inter-local agreements and approvals are in place prior to start of
installation
All 120VAC UPSlGen power, at PD Dispatch, to be provided by
Customer
• Environment conditions, at Village Dispatch, should be kept within
normal equipment operating specifications.
• Customer is responsible to provide adequate space for proposed
equipment.
• Motorola will use existing conduit run, between equipment room and
roof, for installation of point to point microwave cables.
• Motorola will supply and install point to point microwave radio antenna
and mount on roof PD dispatch
3
• It is understood that the Palm Beach County Communications office
will include the point to point microwave antenna equipment in the new
roof plan and neither Motorola nor customer are responsible for this
process.
• Motorola and its subcontractors will perform all work and tasks
required to implement and optimize the new equipment supplied by
this contract. All manufacturers' recommendations will be strictly
adhered to for the assembly of this equipment
• Motorola has identified in the equipment proposal all equipment
required to implement the outlined system. If the Customer desires to
supply substitute equipment, said equipment must be approved by
Motorola as being compatible with the overall system design and
integrity
• Motorola will commence work at the customer location when all
equipment has been received, all pre-tests have been performed, and
the site is ready for equipment to be installed. The start of this work
will be coordinated with the customer project manager. Normal
installation costs have been quoted in this proposal, however, any
changes to the physical system's final layout or design may require a
Change Order of this Statement of Work.
• Either Party may request changes within the general scope of this
Agreement. If a requested change causes an increase or decrease in
the cost or time required to perform this Agreement, the Parties will
agree to an equitable adjustment of the Contract Price, Performance
Schedule, or both, and will reflect the adjustment in a change order.
Neither Party is obligated to perform requested changes unless both
Parties execute a written change order.
• Work will commence during normal working hours Monday through
Friday (t3 - 5 PM).
• No site improvements, of any kind, planned for this project other than
what is specific above under Motorola responsibilities and listed in this
list of assumptions.
• Standard system warranty(s) provided with this proposal
• It is highly recommended that customer purchase a full compliment of
system spares for both the dispatch center equipment and point to
point microwave equipment.
• No equipment PTP spares included in this proposal
4
Prepared For. Steve Canflekl
Director of Wdlc Safety
OBke (581)882-1143
Fax (6811881-1141
Village of North Palm Beach
4ry Modal Dwerlpdon Extended
Gold Elke Console ~twte UnH PACs
2 Gold Ellla Console OparMer Positions $68,368.80 1112,700.88
Note: Pleats refer to ettsehad aqulpmant Ibt for
detelb on descAptlons and quentHlw
OAhwon PoIM to Point Llnk
1 PfP 4001800 SeAw Llnk (Wlrebss Beck Haul) E29,67400 529,574.00
Note: Sae aqulpmant Ibl for delalb
1 Imte11at1onlProleet ManaoemeMlEnolnwdno
Installetbn and DpBmtraDOn
E38,229.00
539,229.00
Note: Includes ell ebCtACeI vrork end permHllnp
1 Pro)eU Mene0emeM and Silo Coordlna0on 513,617.00 522,617.00
1 ErglineeArp Services 55,984.00 55,964.00
Fixed Equipment Sub•Tatal 5210,101.00
Palm Beach County Fixed EqulpmaM ObcouM 1f14.274.001
Fhted Equipment Summery PAeing 51tP3,530.00
Subscriber Ultlts
S 2500 PoA
hb R
db
34 e
a
XT
wsucoewvsm+ MS 2500 Model 1.5 (No Key Ped) 51,817.00 581,775.00
34 H555K ENH: 2yr 6dended Womanty(ProNdes 3yre covera5e) 554.00 f0.00
34 RMN5074 Public Salary Microphone 30' (Avellebb In 15' 630') 5128.00 54,362.OD
34 N7N9857 Battery Impress, FM 2000 MAH 56880 f1,972.00
34 Char0er Pkg Single Un6 CondkbMng Charger, Adpeler Ph, 555.75 51,856.84
34 NAF5042 3'$IUbbyAMerme 510.40 5593.60
2 XTL 16110 Mohlb Radb
X7L1500 PKG XTL 15110 Mobile Radb 754$70 MHz
51,523.00
53.045.00
2 G24 ENH: 2yr Extended WerroMy(ProNdw 3yre Coverage) 5121.00 SOHO
8ubecAt»r U6H Few
38 Progremming SutxccAber UnlLa (Progremmirlg Free OFCharge) 520.00
2 Inelalbtion Field lnslallatbn(i'leq YeleY aermnarrfroo.oo nx vMVtlsl 5125.00
2 Tempate Fes Orm Time Template Creatl4n 5300.00
Note: Piave rotor to second taD for daulb OF
hlghllSMad Noma In rod
Order iota) Summary
Prepared BY Troy Hirres
Sr. Account Manager
50.00
(260.00
5800.00
5270,417M
Equipment PAUnp
(954) 723.8912 Oflke
(954) 723$779 Fax 4J16/09
Exhibit D
Service Terms and Conditions
North Palm Beach, FL -Cons and Subs
Motorola Contract No. OB-23048/CR
Service Terms and Conditions
Motorola, Inc. ("Motorola") and the Village of North Palm Beach hereby agree as follows
Section 1 APPLICABILITY
These Service Terms and Conditions apply to service contracts whereby Motorola will provide to Village
of North Palm Beach either (1) maintenance, support and/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
Village of North Palm Beach 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 Village of North Palm Beach'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 Village of North Palm Beach 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 the 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, Village of North Palm Beach will provide
a complete serial and model number list of the Equipment. Village of North Palm Beach must promptly
notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. Village of
North Palm Beach's obligation to pay Service fees for such Equipment will terminate at the end of the
month in which Motorola receives the written notice.
4.5. Village of North Palm Beach must specifically identify any Equipment that is labeled intrinsically
safe for use in hazardous environments.
North Palm Beach, FL -Cons and Subs
Motorola Contract No. 08-23048/CR
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 such Equipment; remove that
Equipment from the Agreement; or increase the price to Service such Equipment.
4.7. Village of North Palm Beach must promptly notify Motorola of any Equipment failure. Motorola
will respond to Village of North Palm Beach'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, duplexer, 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 such 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
Village of North Palm Beach's location, Village of North Palm Beach 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. Village of North Palm Beach 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 6y Motorola in
rendering the Services, Village of North Palm Beach agrees to reimburse Motorola for those charges and
expenses.
Section 7 VILLAGE OF NORTH PALM BEACH CONTACT
Village of North Palm Beach 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 Village of North Palm Beach's personnel to maintain contact, as needed,
with Motorola.
Section 8 PAYMENT
Unless alternative payment terms are stated in this Agreement, Motorola will invoice Village of North Palm
Beach in advance for each payment period. All other charges will be billed monthly, and Village of North
Palm Beach must pay each invoice in U.S. dollars within twenty (20) days of the invoice date. Village of
North Palm Beach 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
North Palm Beach, FL -Cons and Subs
Motorola Contract No. 0843048/CR
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, Village of North Palm Beach'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 Village of North Palm Beach 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 such 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. Village of North Palm Beach 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 Village of North Palm
Beach purchase order, acknowledgement, or other writing 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.
North Palm Beach, FL -Cons and Subs 4
Motorola Contract No. 0843048/CR
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 Village of North Palm Beach under this Agreement will remain Motorola's property,
will be deemed proprietary, will be kept confidential, and will be promptly returned at Motorola's request.
Village of North Palm Beach 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, financial or technical information disclosed in
any manner or at any time by Village of North Palm Beach to Motorola will be deemed secret or
confidential. Motorola will have no obligation to provide Village of North Palm Beach 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
Village of North Palm Beach is solely responsible for obtaining licenses or other authorizations required
by the Federal Communications Commission or any other federal, state, or local government agency and
for complying with all rules and regulations required by such agencies. Neither Motorola nor any of its
employees is an agent or representative of Village of North Palm Beach in any governmental matters.
Section 15 COVENANT NOT TO EMPLOY
During the term of this Agreement and continuing for a period of two (2) years thereafter, Village of North
Palm Beach 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 shall be modified as necessary to conform to such law.
Section 16 MATERIALS, TOOLS AND EQUIPMENT
All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola
for the purpose of this Agreement will be and remain the sole property of Motorola. Village of North Palm
Beach will safeguard all such property while it is in Village of North Palm Beach's custody or control, be
liable for any loss or damage to this property, and return it to Motorola upon request. This property will be
held by Village of North Palm Beach for Motorola's use without charge and may be removed from Village
of North Palm Beach'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 governed and interpreted in
accordance with the laws of the State in which the Services are performed. Venue for any proceeding
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Motorola Contract No. 08-23048/CR
arising out of this Agreement shall lie exclusively in Palm Beach County, Florida or any United Stated
District Court of competent jurisdiction.
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 assign its rights and obligations, and may subcontract any portion of its
performance, under this Agreement.
17.6. 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.
17.7. 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 Village of
North Palm Beach agrees to pay for those services on a time and materials basis at Motorola's then
effective hourly rates.
17.8. Nothing contained in this Agreement shall create a contractual relationship with or cause of action
in favor of a third party against either Motorola or the Village, nor shall this Agreement be construed a
waiver of sovereign immunity beyond the waiver provided in § 766.28, Florida Statutes.
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North Palm Beach, FL -Cons and Subs
Motorola Contract No. OB-23048/CR
Exhibit E
System Acceptance Certificate
Customer Name: Village of North Palm Beach, Florida
Project Name:
This System Acceptance Certificate memorializes the occurrence of System Acceptance. Motorola and
Village of North Palm Beach acknowledge that:
1. The Acceptance Tests set forth in the Acceptance Test Plan have been successfully completed.
2. The System is accepted.
Village of North Palm Beach Representative:
Signature: _
Print Name:
Title:
Date:
FINAL PROJECT ACCEPTANCE:
Motorola has provided and Village of North Palm Beach has received all deliverables, and Motorola has
performed all other work required for Final Project Acceptance.
Village of North Palm Beach Representative:
Signature: _
Print Name:
Title:
Date:
Motorola Representative:
Signature: _
Print Name:
Title:
Date:
Motorola Representative:
Signature: _
Print Name:
Title:
Date:
North Palm Beach, FL -Cons and Subs 7
Motorola Contract No. 0843048/CR