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RESOLUTION 91-20256 RESOLUTION No. 91-20256 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE MAYOR AND THE CITY CLERK TO EXECUTE AN AGREEMENT WITH MOTOROLA COMMUNICATIONS AND ELECTRONICS, INC. FOR THE PROVISION OF MAINTENANCE SERVICES FOR THE CITY OF MIAMI BEACH COMMUNICATION EQUIPMENT (UNDER CITY CODE 31A10) BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, THAT, , WHEREAS, the City of Miami Beach purchased a new communication system solely manufactured by MOTOROLA COMMUNICATIONS AND ELECTRONICS, INC. ; and, WHEREAS, the warranty of the installed system expires on March 15, 1991; and, WHEREAS, the City requires continuous maintenance services for its communication equipment; and, WHEREAS, the negotiated service agreement with the manufacturer of this equipment, MOTOROLA COMMUNICATIONS AND ELECTRONICS, INC. , will provide for the required services. NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the MAYOR and the CITY CLERK are hereby authorized and directed to execute an agreement with MOTOROLA COMMUNICATIONS AND ELECTRONICS, INC. for maintenance service for the communication equipment in the City of Miami Beach. PASSED AND ADOPTED THIS 6th DAY OF March , 1991 . YOR � ATTEST BY: FORM APPROVED • LEGAL DEPT. CITY CLERK ey Date ;2X4 ")0'/ eat./ 71440d Fead :'QP31 , FLORIDA 3 3 1 3 9 VACATIONLANL) U. S. A. " * INCORP'iORATED�*4 •' OFFICE OF THE CITY MANAGER CITY HALL ROB W.PARKINS 1700 CONVENTION CENTER DRIVE CITY MANAGER TELEPHONE: 673-7010 COMMISSION MEMORANDUM NO. cO-ICI 1 DATE: 2/20/91 TO: Mayor Alex Dao • and Members of e City Corn ssi FROM: Rob W. Par ns A4r( City Manager er • LEW r� 1 SUBJECT: FILE REFERENCE NO. 75-90/95; AGREEMENT FOR MAINTENANCE OF CITY OF MIAMI BEACH COMMUNICATION EQUIPMENT (COMPUTERS & COMMUNICATIONS) BACKGROUND: The City purchased a new communication system with ARC Bonds from Motorola Communications and Electronics, Inc. The system has been installed and the one year warranty/repair will expire on March 15, 1991. MAINTENANCE, REPAIR, INSTALLATION AGREEMENT: The equipment installed under the original contract is solely manufactured by Motorola and can only be maintained by Motorola or Motorola trained technicians. The City has only two (2) choices for maintenance. 1. Accept a Maintenance Service Contract from Motorola, or 2 . City to employ Motorola trained service personnel . The Computers & Communication Department investigated these options and has provided a budget figure for City of Miami Beach in-house maintenance service. With that estimate in hand, the City was able to negotiate with Motorola to reach an agreement for a maintenance contract at a comparable price. The final quoted price, with no increase in cost over the five (5) year contract term is as follows: Period Proposed Motorola Costs 1 Mar 91 - Sept 91 (28 wks) $104 , 117 . 56 2 Oct 91 - Sept 92 (1 year) $151, 523 . 41 3 Oct 92 - Sept 93 (1 year) $158 , 775 . 02 4 Oct 93 - Sept 94 (1 year) $166, 389 . 21 5 Oct 94 - Sept 95 (1 year) $174 , 384 . 11 $755, 189 . 31 01 AGENDA ITEM DATE FILE REFERENCE NO. 75-90/95; AGREEMENT FOR MAINTENANCE OF CITY OF MIAMI BEACH COMMUNICATION EQUIPMENT (COMPUTERS & COMMUNICATIONS) FEBRUARY 20, 1991 PAGE —2— AMOUNT AND FUNDING: $104 , 117 . 56 (For first year) Funds are available in Budget Account No. 550. 1750. 000325 . ADMINISTRATION RECOMMENDATION: That the City Commission, under Section 31A 10E, Waiver of Competitive Bidding by Resolution adopted by five-sevenths vote and authorize the Mayor and City Clerk to execute the negotiated agreement. RWP:EJD:ses • C FUNDING APPROVED Iv1 nagernent and LSI:eget 0 2 AGREEMENT . THIS AGREEMENT is entered into as of the last date of execution hereof by and between THE CITY OF MIAMI BEACH, Florida, a body corporate of the State of Florida, having a mailing address at 1700 Convention Center Drive, Miami Beach, Florida 33139 , (hereafter referred to as "CMB") , and MOTOROLA COMMUNICATIONS AND ELECTRONICS, INC. , a Illinois Corporation (hereafter referred to as "MOTOROLA") . • WITNESSETH WHEREAS, CMB has purchased a communication system (RFP No. 33- _ 85/90) from MOTOROLA and that system has been installed and the warranty shall expire on March 15, 1991; and WHEREAS, CMB desires to have MOTOROLA provide certain maintenance services pursuant to the specific manufacturers recommendation. NOW, THEREFORE, in consideration of these premises and the mutual covenants set forth below, the parties hereto agree as follows: -1- 1. DEFINITIONS. A. Maintenance Service. Shall mean preventive maintenance and repair to all CMB communication equipment purchased on RFP No 33-85/90 . Al. Standards of Work. MOTOROLA agrees that the performance of work described in this Agreement and pursuant to this Agreement shall be done in a professional manner and shall conform to industry standards. MOTOROLA warrants that all equipment and parts replacement provided under this Agreement shall be components that are in good working condition. B. "CMB" shall include the employees and agents of the City of Miami Beach, Florida, unless otherwise indicated. 2 . PROMPT PAYMENT. The CITY shall make every effort to pay MOTOROLA the amount of each invoice received, within thirty (30) days in accordance with the payment terms set forth in Paragraph 26, but in any event the payment shall be made within sixty (60) days. 3 . CITY FACILITIES, ACCESS 3 . 1 Access. The CITY shall provide MOTOROLA ingress and egress to CITY ' s facilities and have its facilities available for maintenance and repair. -2- MOTOROLA will have unlimited access to an enclosed air- conditioned area for storage of communications equipment required by CMB as well as access to the RF Screen Room in the CMB Radio Shop. 4 . INDEMNIFICATION. A. MOTOROLA, at its own expense and without exception, shall indemnify, defend and pay all damages, costs, expenses, including attorney fees, and otherwise hold harmless CMB and its employees, consultants and agents from any liability of any nature or kind, for or on account of any infringement or claim of infringement based upon a trademark, copyright, patent, or non-patented secret invention, process, or article manufactured, as a result of equipment, replacement equipment or other goods delivered pursuant to or used in the performance of this Agreement. If MOTOROLA' s subcontractor, uses any design, device, or materials protected by letters patent, or a trademark, copyright or trade secret, MOTOROLA shall be responsible for all royalties or costs arising from the use of such protected design, device, or materials in any way involved in the work. B. MOTOROLA will indemnify and hold harmless CMB, its agents, and employees from or on account of any personal injury (including death) or property damage (excluding the loss of use thereof) sustained by any person or -3- persons proximately caused by the negligent acts or omissions of MOTOROLA or its subcontractor during operations connected with this Agreement (excluding negligence by CMB, its agents or employees) . MOTOROLA further agrees to indemnify and hold harmless CMB, its agents or employees, against liability arising from or based upon the violation of any Federal, State, County, City or other applicable laws, bylaws, ordinances or regulations by MOTOROLA where such damage is proximately caused by such violation. The indemnification provided above will obligate MOTOROLA to defend, at its own expense, any and all claims arising under Section 4 . 5 . SAFETY. A. MOTOROLA shall take precautions necessary and shall bear sole responsibility for the safety and adequacy of the methods and means employed in performing the work required under this Agreement. MOTOROLA shall, at all times in the performance of its work, and the work of its subcontractors, comply with and provide the safeguards required by CMB, Federal, State, and local laws, rules, and regulations concerning Occupational Safety and Health Act of 1970 ("OSHA") and all applicable State labor laws, regulations, and standards. -4- MOTOROLA warrants that any work performed in a location partially or entirely under MOTOROLA's control shall be performed in accordance with OSHA and the Federal Communications Commission requirements. Materials and all equipment, replacement equipment or other goods furnished under this Agreement shall conform to and comply with applicable provisions of OSHA and the associated regulations and standards. MOTOROLA shall require these warranties of adherence to OSHA from each contractor and supplier MOTOROLA employs in its performance under this Agreement. MOTOROLA shall indemnify and hold harmless CMB from and against all liabilities, suits, damages, costs and expenses (including attorney' s fees) which may be imposed on, incurred by or asserted against CMB, its consultants, agents or employees, because of the failure of MOTOROLA or MOTOROLA' s subcontractors, or suppliers, to comply with OSHA or State labor laws or for the failure of any of the materials or items furnished under this Agreement to so comply. -5- INSURANCE REQUIREMENTS SEE CHECK LIST FOR APPLICABILITY TO THIS CONTRACT. (Exhibit A) I. The contractor shall be responsible for his work and every part insured and approved by the City's Risk Manager. thereof, and for all materials, tools, appliances and property of every description, used in connection with this particular project. IV. The liability insurance coverage shall extend to and include He shall specifically and distinctly assume, and does so assume, the contractual indemnity and hold harmless agreement set forth all risks of damage or injury to property or persons used or in Paragraph 4 of the Agreement: employed on or in connection with the work and of all damage or injury to any person or property wherever located, resulting from A. The contractor will notify his insurance agent without delay any action or operation under the contract or in connection with of the existence of the Hold Harmless Agreement contained within the work. It is understood and agreed that at all times the this contract, and furnish a copy of the Hold Harmless Agreement contractor is acting as an independent contractor. to the insurance agent and carrier. II. The contractor, at all times during the full duration of work B. The contractor will obtain and maintain contractual liability under this contract, including extra work in connection with this insurance in adequate limits for the sole purpose of protecting project shall meet the following requirements: the City of Miami Beach under the Hold Harmless Agreement from any and all claims arising out of this contractual operation. A. Maintain Worker's Compensation and Employer's Liability Insurance to meet the statutory requirements of the State of V. The contractor will secure and maintain policies of Florida. subcontractors. All policies shall be made available to the City upon demand. Compliance by the contractor and all subcontractors B. Maintain Comprehensive General Liability Insurance in with the foregoing requirements as to carrying insurance and amounts prescribed by the City (see checklist for limits) to furnishing copies of the insurance policies shall not relieve the protect the contractor in the interest of the City against all contractor and all subcontractors of their liabilities and risks of injury to persons (including death) or damage to obligations under any Section or Provisions of this contract. property wherever located resulting from any action or Contractor shall be as fully responsible to the City for the acts operation under the contract or in connection with the work. and omissions of the subcontractor and of persons employed by them This policy is to provide coverage for premises/operations, as he is for acts and omissions of persons directly employed by independent contractor, broad form property damage, him. products/completed operations and contractual liability. VI. Insurance coverageorequired in these specifications shall be C. Maintain Automobile Liability Insurance including Property in force throughout the contract term. Should any awardee fail Damage covering all owned, non-owned or hired automobiles and to provide acceptable evidence of current insurance within seven equipment used in connection with the work. days of receipt of written notice at any time during the contract term, the City shall have the right to consider the contract D. Maintain any additional coverages required by the Risk breached and justifying the termination thereof. Manager as indicated on the Insurance Check List. VII. If bidder does not meet the insurance requirements of the E. Name the City of Miami Beach as an additional insured on specifications; alternate insurance coverage, satisfactory to the all liability policies required by this contract. When naming Risk Manager, may be considered. the City of Miami Beach as an additional insured onto your policies, the insurance companies hereby agree and will endorse VIII. It is understood and agreed that the inclusion of more than the policies to state that the City will not be liable for the one insured under these policies shall not restrict the coverage payment of any premiums or assessments. A copy of the provided by these policies for one insured hereunder with respect endorsement(s) naming the City of Miami Beach as an additional to a liability claim or suit by another insured hereunder or an insured is required and must be submitted to the City's Risk employee of such other insured and that with respect to claims Manager. against any insured hereunder, other insureds hereunder shall be considered members of the public; but the provisions of this Cross F. - No change or cancellation in insurance shall be made Liability clause shall apply only with respect to liability without thirty (30) days written notice to the City of Miami arising out of the ownership, maintenance, use, occupancy or Beach Risk Manager. repair of such portions of the premises insured hereunder as are not reserved for the exclusive use of occupancy of the insured G. All insurance policies shall be issued by companies against whom claim is made or suit is filed. authorized to do business under the laws of the State of Florida and these companies must have a rating of at least B+:VI or better per Best's Key Rating Guide, latest edition. H. Original signed Certificates of Insurance, evidencing such coverages and endorsements as required herein, shall be filed with and approved by the City of Miami Beach Risk Manager before work is started. The certificate must state Bid Number and Title. Upon expiration of the required insurance, the contractor must submit updated certificates of insurance for as long a period as any work is still in progress. I. It is understood and agreed that all policies of insurance provided by the contractor are primary coverage to any insurance or self-insurance the City of Miami Beach possesses that may apply to a loss resulting from the work performed in this contract. III. All policies issued to cover the insurance requirements herein shall provide full coverage from the first dollar of exposure. No deductibles will be allowed in any policies issued on this contract unless specific safeguards have been established to assure an adequate fund for payment of deductibles by the 7 . EQUIPMENT TO BE SERVICED. 7 . 1 Fixed end system equipment to be serviced 24 hour service: 24 Hour Service- Unlimited service calls, 24 hours a day, 7 days a week, 365 days a year with necessary required personnel to complete repair quickly and efficiently. COMPLETE MICROWAVE SYSTEM SATELLITE RECEIVER SYSTEM TRUNKING CONTROLLER SYSTEM FOR TWO SITES REMOTE SITE CONTROLLER SYSTEM FOR FOUR SITES TRUNKING BASE STATIONS FOR TWO SITES SIMS SYSTEM CENTRACOM II CONSOLE SYSTEM TELEPHONE INTERCONNECT AT ONE S ISE INTRAC SYSTEM AT ALL SITES WITH ALL USER TERMINALS NCP PROCESSOR GEMINI BASE STATIONS AT TWO SITES MUTUAL AID BASE STATIONS UPS SYSTEM AT ALL SITES HI-TECH SUPPORT IS INCLUDED ON SITE CONTROLLER, CENTRACOM CONSOLE SYSTEMS AND SIMS SYSTEM REPEATERS 7 . 2 Mobile Equipment List to be serviced 8 : 00 am to 5 : 00 pm, Monday through Friday, holidays excluded, with required personnel necessary to complete repairs. STX PORTABLES SINGLE UNIT CHARGERS MULTI-UNIT CHARGERS KDT MOBILES W/RF PACKAGE -7- SYNTOR X MOBILES SPECTRA MOTORCYCLE RADIOS MAXTRAC MOBILES SYNTOR 9000 MOBILES PRIVACY PLUS MOBILES 7 . 3 MOTOROLA to maintain the following parts on site within the cab: A. SPARE SIMS MODEMS B. SPARE COLOR MONITORS C. SPARE INTRAC BOARDS D. SPARE SIMS PC'S E. SPARE UDS MODEMS, MODELS 201 & 208 F. SPARE MICROWAVE BATTERY CHARGER OR A POWER SUPPLY 7 . 4 Service Response Time. 7 . 4 . 1 MOTOROLA must respond on-site to major system failures within two (2) hours and resolve the problem within eight (8) hours. Failure to do so will result in liquidated damage (s) claim by CMB until correct. The following represent major systems: A. Two (2) or more Centracom II Dispatch Consoles fail. B. Excessive busy signals C. System goes into Fail-soft. D. Multiple failures of communications between the dispatcher and units on the street. E. Total system failure F. Two or more Microwave Receiver Sites fail . -8- 7 . 4 . 2 MOTOROLA must respond on-site to minor system failures within four (4) hours and resolve the problem within twenty-four (24) hours. Failure to do so will result in liquidated damage (s) claim by CMB, until corrected. The following represent minor systems: A. COMPLETE MICROWAVE SYSTEM B. SATELLITE RECEIVER SYSTEMS C. TRUNKING CONTROLLER SYSTEM FOR TWO SITES D. REMOTE SITE CONTROLLER SYSTEM FOR FOUR (4) SITES E. TRUNKING BASE STATIONS FOR TWO (2) SITES F. SIMS SYSTEM G. CENTRACOM II CONSOLE SYSTEM H. TELEPHONE INTERCONNECT AT THE MAIN SITE I . INTRAC SYSTEM AT ALL SITES WITH ALL USER TERMINALS . J. NCP PROCESSOR K. GEMINI BASE STATIONS AT TWO (2) SITES L. UPS SYSTEMS AT ALL SITES M. SUPER BATTERY CHARGER UNITS AT ALL SITES 7 . 5 Sale of Test Equipment. The City of Miami Beach shall have the option to sell the Motorola 2001 Trunking Analyzer with accessories and the RF Screen Room anytime during the Agreement term. Motorola must purchase the equipment at market value provided equipment is in good working order. 7 . 6 Moving and Installation of Back-Up Console. Motorola agrees to move the backup radio console from Fire Station No. 2 . to the main Police Station with no charge for labor. The City agrees to purchase the hardware. -9- 7 . 7 Inspections. MOTOROLA must perform scheduled inspections of all Radio Sites on a monthly basis. A checklist of items inspected should be completed and signed by the inspecting technician. The Motorola Service Center Manager should submit completed inspection checklists to CMB no later than one week after the scheduled inspection date verifying that all system components are functioning properly. The check list will be developed jointly by CMB and Motorola. All UPS batteries will be checked under load by a Motorola technician in the presence of CMB employee. Motorola will replace any batteries that fail . 7 . 8 Special Time & Materials Pricing - For work done above the Agreement such as physical abuse; lightning damage or any special work that is requested. 8-5 Service - 70. 00 Per Hour After Hours - 100 . 00 Per Hour Batteries and antennas are not included in the service agreement pricing of the mobile equipment. Antennas that become defective will be replaced at parts cost only, the labor will be at no charge. Batteries and antennas on the fixed end of the system is not included in the Service Agreement pricing. Replacement of such items will be done at prevailing parts and labor rates. Additional equipment purchased after this agreement takes effect may be added at rates to be quoted. -10- 7 . 9 Installation Price Schedule. The City Manager shall approve price schedule changes each year. The current price schedule from Agreement date through September 30, 1991 is stated in Attachment B, attached hereto and incorporated herein. 8 . FAILURE TO COMPLETE THE REPAIR ON TIME. Amount of Liquidated Damages and Estimated Cost of Supervision Per Day-$500. 00 Per Day for equipment maintained under Section 7 . 1, and $300 . 00 Per Day for equipment covered under Section 7 . 2 . Nothing in this clause shall be construed as limiting the right of the City of Miami Beach to declare the Agreement terminated, to take over the Work, or to claim damages for the failure of MOTOROLA to abide by each and every one of the terms of this Agreement as set forth. 9 . APPROVAL AND SUBSTITUTION OF MAINTENANCE COORDINATOR. The Maintenance Coordinator shall be subject to the approval and continuing approval of CMB. MOTOROLA shall have the right to substitute its Maintenance Coordinator during the term of this Agreement, subject to the approval and continuing approval of CMB. CMB shall not unreasonably withhold its approval or continuing approval of the Maintenance Coordinator appointed or substituted by MOTOROLA. 10. WORKMANSHIP AND INSPECTIONS Work shall be continually subject to scrutiny and approval by CMB. In the event service workmanship is found incomplete, unsafe, or otherwise unsatisfactory in the reasonable judgement of CMB, MOTOROLA - shall, upon notice, immediately correct any such CMB noted discrepancies or deficiencies. Such corrective actions shall be completed at MOTOROLA's expense. 11 .DAMAGE AND DISFIGUREMENT. MOTOROLA shall be responsible for replacing, restoring, resealing, or bringing to original condition any damage to floors, ceilings, walls, firewalls, doors, furniture, grounds, or other equipment caused by the fault of MOTOROLA, MOTOROLA'S subcontractors or their personnel and operations. Damages and disfigurements so caused shall be restored by MOTOROLA at MOTOROLA' s expense. -11- 12 . CLEAN-UP. MOTOROLA shall, at no cost to CMB, remove all debris and excess material resulting from installation or maintenance on a daily basis, and upon completion of work, depart the premises leaving them clean and in good order. Disposition of MOTOROLA's surplus equipment, devices, and materials which are beyond that required under this Agreement shall be entirely at MOTOROLA' s expense and labor. 13 . SERVICE CHANGE REQUESTS. CMB shall submit to MOTOROLA requests for routine changes in service such as, but not limited to, new installations, removals, re-arrangements, or class of service designations. MOTOROLA shall respond to CMB within five (5) working days with a schedule and completion date. 14 . TERM AND TERMINATION. A. Term. This Agreement shall commence as of the date of execution of the last of the parties hereto and shall expire September 30, 1995. B. Option to Renew. CMB shall have the option, in its sole discretion, to extend the term of this Agreement, only as the extension pertains to maintenance service for an additional four (4) year period upon the same terms and conditions as provided herein, except for the consideration which shall be subject to negotiation. CMB shall give MOTOROLA ninety (90) days written notice of its exercise of this option. C. Termination. This Agreement may be terminated by either party within thirty (3 0) days by written notice. For purposes of this paragraph C of Section 14 , the thirty (30) day period shall not begin to run against CMB until the notice is made to the Commission during one of its normal bi-monthly meetings. -12- 15 . IMPLEMENTED BY PURCHASE ORDER. This Agreement shall serve as a master agreement between the parties and all replacement equipment and parts or other goods covered by this Agreement, and shall only become obligations hereunder upon issuance of a purchase order by CMB covering part or all of a facility and making reference to this Agreement. Upon such issuance, the terms and conditions of this Agreement shall apply. The type of purchase order used by CMB as of the date of this Agreement is attached hereto and incorporated herein as Attachment "C" . 16 . COMPLIANCE WITH LAWS. A. Equal Employment Opportunity. MOTOROLA shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, or national origin. MOTOROLA shall take affirmative action to ensure that minority and disadvantaged applicants are employed and employees are treated during their employment without regard to race, religion, color, sex, or national origin. MOTOROLA shall further require its subcontractors to comply with this Section. B. Compliance with Laws and Regulations. MOTOROLA's performance of the work shall comply with applicable Federal, State and local laws, rules and regulations. MOTOROLA shall give required notices, shall procure necessary governmental - licenses (except for FCC licenses) and inspections, and shall pay without burden to CMB all taxes, fees and charges in connection therewith unless specifically provided otherwise. In the event of violation, MOTOROLA shall pay all fines and penalties, including attorney' s fees, appellate fees, and other defense costs and expenses in connection therewith. -13- C. Federal Communications Commission. Equipment, replacement equipment and parts, or other goods requiring FCC type approval or registration shall have received such approval, and shall be appropriately identified. D. Underwriter' s Laboratory. All equipment, replacement equipment or other goods shall be UL listed, where such rating has been established by UL for the item offered and furnished. Not all Motorola manufactured equipment is UL listed. 17 . MERGER CLAUSE. This Agreement, and its Attachments, constitute the sole agreement between the g parties hereto and supersedes all prior agreements whether written or oral, between the parties relating to the subject matter hereof. 18 . ADVERTISING. Neither party shall use this Agreement or any facts regarding the service by CMB under this Agreement as a part of any commercial advertising without prior approval of the other party. 19 . READINGS. Section and paragraph headings in this Agreement are for convenience only and are not to be considered as a part of this Agreement. 20. AMENDMENTS. This Agreement can be amended only by a written document signed by duly authorized representatives of MOTOROLA and CMB and only after approval by the Commission in open session. 21. NOTICES. For purposes of giving notice under this Agreement, the following persons shall be designated to receive notices, unless specifically stated to the contrary herein: -14- FOR CMB: CITY MANAGER CITY ATTORNEY City of Miami Beach City of Miami Beach 1700 Convention Center Dr. 1700 Convention Center Dr. Miami Beach, FL 33139 Miami Beach, FL 33139 FOR VENDOR: MOTOROLA COMMUNICATION AND ELECTRONIC, INC. 1006 N.W. 1st Court Hallandale, Florida 33009 Attn: Service Center Manager Either party may change the person designated to receive notices or designate additional persons to receive special type notices (e.g. , maintenance reports) upon written notification to the other party. • All notices hereunder shall be made by United States Postal Service first class mail in a postage paid envelope addressed to the person designated to receive such notice and shall be --- effective upon receipt. Notices sent by either United States Postal Service Express, Certified or Registered Mail, or by well known private express delivery companies shall also be acceptable. 22 . INDEPENDENT CONTRACTOR. - MOTOROLA is and shall remain an independent contractor with respect to CMB, and MOTOROLA agrees not to represent itself as an agent of CMB for any matter unless prior written authority to do so has first been obtained. 23 . WAIVER. Failure by either party to insist, in any instant, upon strict conformance by the other to any term herein or failure by either party to act in . the event of a breach shall not be construed as a consent to or waiver of any subsequent breach of the same or of any term contained herein. -15- 24 . SEVERABILITY. If any part of this Agreement is declared invalid, illegal or unenforceable, then the remaining parts of the Agreement shall still remain in full force and effect unless a material alteration in the position of one or both of the parties had resulted due to the elimination of the invalid, illegal or unenforceable Section. 25 . FLORIDA LAW. This Agreement shall be construed and the legal relationships between the parties shall be determined in accordance with the laws of the State of Florida. 26 . CONSIDERATION. Maintenance and Service cost, as listed, is based on current equipment installed and payable monthly per period: Period 1 Mar 91 - Sept 91 (28 wks) $104 , 117 . 56 2 Oct 91 - Sept 92 (1 year) $151, 523 . 41 3 Oct 92 - Sept 93 (1 year) $158 , 775 . 02 4 Oct 93 - Sept 94 (1 year) $166, 389 . 21 5 Oct 94 - Sept 95 (1 year) $1741384 . 11 $755, 189 . 31 -16- IN WITNESS WIiEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as ofthe dates set forth below. FOR: CITY OF MIAMI BEACH, FLORIDA BY: ill(----- >./ EX DAOU• , MAYOR ATTEST: FORM APPROVED Cc,�N,A � 1>v-0,0-- LEGAL DEPT. CITY CLERK B *C 2 (2`' - Date 444/____ FOR: MOTOROLA COMMIINICATIONS ., AND ELECTRONICS, INC. SEAL /. WITNESS: kl,,Le � BY: e .i , 4/-6- t' zc.t c /�`" VICE-PRESIDENT • WITNESS: DATE: EJD:ses -17- ATTACHMENT "A" INSURANCE CHECK LIST XXX 1. Workers ' Compensation and Employer's Liability per the Statutory limits of the state of Florida. . XXX 2 . Comprehensive General Liability (occurrence form) , limits of liability $1, 000, 000. 00 per occurrence for bodily injury property damage to include Premises/ Operations; Products and Completed Operations; Independent Contractors; Broad Form Property Damage Endorsement and Contractual Indemnity (Hold harmless endorsement exactly as written in "insurance requirements" of specifications) . XXX 3 . Automobile Liability - $100, 000/$300, 000. 00 - $50, 000 . 00 each occurrence - owned/non-owned/hired automobiles included. 4 . Excess Liability - $ . 00 per occurrence to follow the primary coverages. • XXX 5. The City must be named as and additional insured on the liability policies; and it must be stated on the certificate. 6. Other Insurance as indicated: Builders Risk completed value $ . 00 Liquor Liability $ . 00 Fire Legal Liability $ . 00 Protection and Indemnity $ . 00 Employee Dishonesty Bond $ . 00 Other $ . 00 - XXX 7 . Thirty (30) days written cancellation notice required. XXX 8 . Best ' s guide rating B+:VI or better, latest edition. XXX 9 . The certificate must state the bid number and title BIDDER AND INSURANCE AGENT STATEMENT: We understand the Insurance Requirements of these specifications and that evidence of this insurance may by required within five (5) days after bid opening. Bidder Signature of bidder ATTACHMENT "A" ATTACHMENT "B" INSTALLATION PRICE SCHEDULE FOR 1991 INSTALL REMOVAL SYNTOR MOBILE 100. 00 30. 00 SPECTRA MOTORCYCLE 125. 00 30. 00 MAXTRAC MOBILE 85. 00 30. 00 CVC (CONVERTACOM) 85. 00 30 . 00 KDT MOBILE 125. 00 45 . 00 ' SIREN 80. 00 30. 00 LIGHT BAR 80. 00 30. 00 A. INSTALLATION PRICING INCLUDED WORK DONE Al• ANY CITY OF MIAMI BEACH LOCATION BETWEEN THE HOURS OF 8AM-5PM MONDAY THROUGH FRIDAY. B. REMOVAL DONE AT THE SAME TIME OF AN INSTALLATION IS AT NO EXTRA CHARGE. C. QUANTITY DISCOUNTS MAY APPLY ON INSTALLATION. D. INSTALLATION PRICING DOES NOT INCLUDE ANY PARTS. E. INSTALLATION PRICING FOR THE REMAINING YEARS WILL REFLECT A 5% INCREASE PER YEAR, PROVIDED MOTOROLA HAS A PRICE INCREASE THAT YEAR. ADDITIONAL OR REPLACEMENT ANTENNA KITS GAIN ANTENNA KIT 39. 00 QUARTER WAVE ANTENNA KIT 28 . 00 GAIN WHIPS 19 . 10 QUARTER WAVE WHIPS N/C • ATTACHMENT "B" DEPARTMENT/DI VISION ATTACHMENT "C" BUYER NO. REF.DOC. CITY OF MIAMi BEACH 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139 (305) 673-7490 FAX NO. (305) 673-7074 No. THIS NUMBER MUST BE SHOWN ON ALL INVOICES,PACKAGES,CORRESPONDENCE,E INVOICE TO: TO: City of Miami Beach Finance Dept. - Accounts Payable 1700 Convention Center Drive Miami Beach, FL 33139 ACKNOWLEDGEMENTS& CORRESPONDENCE TO: City of Miami Beach SHIP TO: Office of the Purchasing Agent 1700 Convention Center Drive, Miami Beach, FL 33139 For further information, contact: PLEASE FURNISH US IN ACCORDANCE WITH ALL TERMS AND CONDITIONS SPECIFIED IN THIS ORDER INCLUDING THE REVERSE SIDE HEREOF AND ALL ATTACHMENTS HERETO,TO THE FOLLOWING. DATE DATE REQUIRED TERMS VIA F.O.B. TOM DESCRIPTION/BUDGET CODE QUANTITY UM UNIT PRICE AMOUNT COMMODI CODE THIS ISA NON—TRANSFERABLE ORDER THIS ORDER IS SUBJECT TO ALL TERMS AND CONDITIONS ON THE REVERSE SIDE. By U. S. TREASURY DEPT. TAX EXEMPTION UNDER REG. NO. F59-6000312 PURCHASING AGENT STATE OF FLORIDA TAX EXEMPTION CERTIFICATE 04-00097-09-23 AN EQUAL OPPORTUNITY EMPLOYER Xi NDoF ORIGINAL RESOLUTION NO. 91-20256 Authorizing the Mayor and the City Clerk to execute an agreement with Motorola Communications and Electronics, Inc. for the provision of maintenance services for the City of Miami Beach communication equipment (under City Code 31A10)