B Memo of Negotiation Exhibit B
EXHIBIT B
MEMORANDUM OF NEGOTIATION
City of Miami Beach, FL
Motorola Contract No.-02-19333
2-11-03
MEMORANDUM OF NEGOTIATION #1
Digital Voice Technoloav
(Section 1.2 of the Statement of Work)
The Equipment, Flashware and Software provided under this procurement shall
be the latest versions available at the time of shipment to the Customer.
City of Miami Beach, FL
Motorola Contract No.-02-19333
2-11-03
MEMORANDUM OF NEGOTIATION # 2
Workmanship
The Equipment shipped will be new.
City of Miami Beach, FL
Motorola Contract No.-02-l9333
2-11-03
MEMORANDUM OF NEGOTIATION # 3
Serviceabilitv
Motorola will agree to repair all functionality defects necessary to maintain all
functionalities outlined in the Statement of Work and Acceptance Test Plan, and
maintain the System, including both Equipment and Software so that it continues
to operate as designed, tested and accepted in accordance with the terms of this
Agreement for as long as the City remains on a 3600 BAUD system and
purchases an annual Maintenance Agreement with Motorola as quoted in the
Pricing Summary Attachment, Addendum 1, Page 14 of 18. which includes the
following services:
. Dispatch Service
. Technical Support Service
. Infrastructure Repair
. Radio Repair Service
. Onsite Infrastructure Response Service
. Microwave Repair
This commitment will expire ten (10) years from the date of System Acceptance.
Motorola will be responsible for the cost of Software, Equipment and installation
labor necessary to meet its commitment as stated above. As further clarification,
the following is offered as an example of the intent of this commitment: Motorola
will be responsible for the cost of Software, Equipment and installation labor
necessary to maintain complete System functionality when the underlying
Microsoft Operating System requires upgrading to resolve a Motorola
functionality defect. The City will be responsible for all costs of software,
hardware and installation labor related to other enhancements, upgrades or
system modifications they elect to install. Motorola will maintain Motorola
manufactured subscriber equipment for seven (7) years from the date of System
Acceptance.
City of Miami Beach, FL
Motorola Contract No.-02-19333
2-11-03
Memorandum of Neaotiation #4
Liauidated Damaaes
If Motorola fails to deliver and install the Equipment in accordance with the
Agreement, it is understood and Motorola hereby agrees, that the amount of
$1000 per day, for a period of up to ninety (90) days shall be deducted from the
monies due to Motorola for each intervening day of delay beyond the 365 days
from the date of mutual acceptance of the DDR and any approved changes
thereto, not as a penalty, but as liquidated damages. Except, Motorola shall not
be liable if failure to perform arises out of causes beyond any Excuseable
Delays. After ninety (90) days Customer reserves the right to enforce the
provisions of the performance bond or continue the $1000 per day liquidated
damages for a period, not to exceed, an additional ninety (90) days.
City of Miami Beach, FL
Motorola Contract No.-02-19333
2-11-03
Memorandum of Neqotiation # 5
Future Subscriber Pricinq
The City may for a period of seven (7) years after the Effective Date of this
Agreement purchase additional subscribers pursuant to the pricing and
conditions set forth below:
1) Provided that the City gives Motorola an Executable Purchase Order for
subscribers, Motorola will provide City with a 15% discount off subscriber list
price at the time of order.
2) Provided that the City gives Motorola a Blanket and Executable for Purchase
Order for products to be shipped within 24 months of order, Motorola will provide
City of Miami Beach with $300 for each XTS subscriber trade-in for quantity
orders of 200 or more.
3) Provided that the City gives Motorola a Blanket and Executable for Purchase
Order for products to be shipped within 24 months of order, Motorola will provide
City with $100 for each XTS subscriber trade-in for quantity orders of less than
200.
4) Provided that the City gives Motorola a Blanket and Executable for Purchase
Order for products to be shipped within 24 months of order, Motorola will provide
City with $100 for each MTS subscriber trade-in for quantity orders of 200 or
more.
5) Pursuant to this pricing arrangement, Motorola will, for the time period
specified above, sell the City XTS 5000 subscribers, exclusive of promotion
pricing, at the same price of the XTS 3000 subscribers.
THE PRICING PROVISION HEREIN IS EXCLUSIVE TO THE CITY OF MIAMI
BEACH AND CANNOT BE USED BY ANY OTHER MUNICIPAL OR
GOVERNMENTAL ENTITY.
City of Miami Beach, FL
Motorola Contract No.-02-19333
2-11-03
Memorandum of Neaotiation # 6
Replacement Site(s)
If for any reason, any of the proposed sites cannot be utilized due to reasons
beyond the control of Motorola, the costs identified in the Exhibits and associated
with site changes and/or delays including, but not limited to, re-engineering,
schedule delays, site preparations, re-mobilization, etc. will be identified in a
'Memorandum of Change' and will be negotiated with the City via the change
order process as follows:
1. all costs for the site to be eliminated will be subtracted from the Contract
Price;
2. costs of the new site will be added to the Contract Price per mutually
agreed Change Order;
3. any Equipment used for the new sites will be at the price included in
Motorola's Proposal;
4. all replacement site costs will be available to the City or its agents for
review prior to any payment by the City; however, Motorola shall not be
required to disclose any of its confidential or proprietary cost or pricing
data.
Costs associated with the change of the 75th Street Water Reservoir Site to a
building top site, will not exceed those as originally proposed. The City will
be responsible for filings and fees to the corresponding agency(s) for
procurement of all radio system frequencies relating to the relocation. It shall
be understood, the City is responsible for obtaining all radio frequencies. The
City will be responsible to conduct all negotiations for acquisition of property
for the lease or joint use of sites not owned. Prior to the start of work, the City
will provide properly executed leases and/or owned property with legal
description of site including Latitude and Longitude in accordance with State
regulatory Agency(s). The City shall provide a copy of current documents
that clearly state the proposed use is permitted. If changes or generation of
these documents are required, a separate quotation, and costs will be
negotiated via the change order process.
City of Miami Beach, FL
Motorola Contract No.-02-19333
2-11-03
Memorandum of NeClotiation #7
Turnkey System
Motorola's Proposal is "turnkey" and shall include all Equipment, Software and services
required to implement the System. User quantities are complete and accurate. All
additional portables, mobiles and control stations required to fully implement digital
public safety dispatch operations are included in the price proposal. There are no
additional components and related costs require to meet the requirements of the City's
SOW for a turnkey system as mutally amended in the Communications System
Agreement.
City of Miami Beach, FL
Motorola Contract No.-02-19333
2-11-03