HomeMy WebLinkAboutCity of Tamarac Resolution R-2008-105Temp. Reso # 11433
June 17, 2008
Page 1
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2008-
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF TAMARAC, FLORIDA, AUTHORIZING THE
APPROPRIATE CITY OFFICIALS TO ACCEPT AND
EXECUTE AN AGREEMENT FOR THE ACQUISITION OF
RADIO EQUIPMENT FOR THE REPLACEMENT OF THE
CITY'S 800 MHZ RADIO SYSTEM VIA THE USE OF A SOLE
SOURCE LEASE -PURCHASE AGREEMENT FROM
MOTOROLA, INC. UTILIZING BROWARD SHERIFF'S OFFICE
AGREEMENT #07C-206 IN THE AMOUNT OF $544,554.79;
AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO
ADMINISTER THE CONTRACT; PROVIDING FOR
CONFLICTS; PROVING FOR SEVERABILITY, AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, successful radio communications is necessary to provide City agencies
with an effective means of communications between departments and other local
governmental agencies; and
WHEREAS, the City's radio system is utilized to centrally monitor and control 120
remote sites in the City's water distribution system; and
WHEREAS, it is necessary to maintain compatibility with existing Motorola radio
equipment utilized by Broward County and the Broward Sheriffs Office, in order to facilitate
inter -agency communications in the event of an emergency situation; and
WHEREAS, the existing equipment has been in service for over sixteen (16) years,
and has outlived its useful life; and
WHEREAS, The Information Technology Department has recognized the need to
acquire updated replacement radio communications equipment; in order to facilitate
effective communications capabilities; and
WHEREAS, the requirement for compatibility requires this purchase to be made as
Temp. Reso # 11433
June 17, 2008
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a sole source purchase; and
WHEREAS, the purchase of equipment from this agreement with Motorola will
provide the necessary level of compatibility required; and
WHEREAS, Section 6-151, paragraph 3 provides that noncompetitive supplies and
services available from only one source may be exempted from the requirements for
competitive bid; and
WHEREAS, in recognition of the sole source situation, the Broward Sheriff's Office
has awarded agreement #07C-206 to Motorola, Inc., in order to allow County and other
governmental agencies to purchase compatible Motorola radio equipment and installation,
a copy of said agreement is on file with the City Clerk; and
WHEREAS, Section 6-155 of the City of Tamarac Code of Ordinances provides that
the purchasing officer may procure, without following purchasing procedures, supplies,
materials and equipment, which are the subject of contracts with other governmental
agencies; and
WHEREAS, Motorola, Inc. and the City have agreed on terms and conditions as
shown in the attached agreement between Motorola, Inc. and the City, attached herein as
Exhibit A; and
WHEREAS, current budgetary constraints require that the City utilize a lease
purchase plan in order to successfully facilitate the acquisition of necessary radio
equipment, which will cost $544,554.79; and
WHEREAS, the City is seeking grant funds to help defray the cost of purchasing the
system; and
WHEREAS, the Director of Financial Services has determined that the use of a
lease purchase agreement is the most advantageous method of acquisition for this
Temp. Reso # 11433
June 17, 2008
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equipment; and
WHEREAS, Motorola Inc. and the City have agreed to the terms and conditions of
the Equipment Lease Purchase Agreement attached hereto as Exhibit B; and
WHEREAS, the Director of Information Technology, the Director of Financial
Services and the Purchasing and Contracts Manager recommend the acceptance and
execution of both the Communications System Agreement (Exhibit A) and the Equipment
Lease Purchase Agreement (Exhibit B); and
WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in
the best interest of the citizens and residents of the City of Tamarac to approve, accept
and execute both the Communications System Agreement (Exhibit A) and the Equipment
Lease Purchase Agreement (Exhibit B) with Motorola, Inc., utilizing the Broward Sheriffs
Office Agreement #07C-206 in the amount of $544,554.79.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA:
SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and
confirmed as being true and correct and are hereby made a specific part of this Resolution
upon adoption hereof.
SECTION 2: The appropriate City officials are hereby authorized and
directed to accept and to execute both the Communications System Agreement (Exhibit A)
and the Equipment Lease Purchase Agreement (Exhibit B) with Motorola, Inc., as the same
may be amended or modified, and with the assistance and approval of the City Attorney,
utilizing the Broward Sheriff's Office Agreement #07C-206 in the amount of 1544,554.79.
SECTION 3: All resolutions or parts of resolutions in conflict herewith are
hereby repealed to the extent of such conflict.
Temp. Reso # 11433
June 17, 2008
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SECTION 4: If any clause, section, other part or application of this Resolution
is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or
application, it shall not affect the validity of the remaining portions or applications of the
Resolution.
SECTION 5: This Resolution shall become effective immediately upon its
passage and adoption.
PASSED, ADOPTED AND APPROVED this day of , 2008.
ATTEST:
MARION SWENSON, MMC
CITY CLERK
I HEREBY CERTIFY that
I have approved this
RESOLUTION as to form.
,7
AMUEL S. GOREN
CITY ATTORNEY
RECORD OF COMMISSION VOTE:
MAYOR FLANSBAUM-TALABISCO
DIST 1: COMM PORTNER /
DIST 2: COMM ATKINS-GRAD L
DIST 3: V/M SULTANOF
DIST 4: COMM. DRESSLE -"
1
1
1
Communications System Agreement
(Lease Financing)
Motorola, Inc. ("Motorola") and the City of Tamarac, Florida ("Customer") enter into this "Agreement,"
pursuant to which Customer will purchase and Motorola will sell the System, as described below.
Motorola and Customer 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 [Intentionally Omitted]
Exhibit C "Technical and Implementation Documents"
Exhibit D Above Warranty Services Statement(s) of Work and Service Terms and Conditions (if
applicable).
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 Customer 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; 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 Customer purchases from Motorola under this
Agreement. Equipment that is part of the System is described in the Equipment List.
2.7. "Equipment Lease -Purchase Agreement" means the agreement by which Customer finances all
or a portion of the Contract Price.
2.8. "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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Motorola Contract No. 08-23067/CR
2.9. "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.
2.10. "Motorola Software" means Software that Motorola or its,affiliated company owns.
2.11. "Non -Motorola Software" means Software that another party owns.
2.12. "Open Source Software" (also called "freeware" or "shareware") means software that has its
underlying source code freely available to evaluate, copy, and modify.
2.13. "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.
2.14. "Software" means the Motorola Software and Non -Motorola Software in object code format that is
furnished with the System or Equipment.
2.15. "Specifications" means the functionality and performance requirements that are described in the
Technical and Implementation Documents.
2.16. "Subsystem" means a major part of the System that performs specific functions or operations.
Subsystems are described in the Technical and Implementation Documents.
2.17. "System" means the Equipment, Software, and incidental hardware and materials that are
combined together into a system; the System is described in the Technical and Implementation
Documents.
2.18. "System Acceptance" means the Acceptance Tests have been successfully completed
2.19. "Warranty Period" means one (1) year from the date of System Acceptance or Beneficial Use,
whichever occurs first.
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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. Customer 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,
Customer may order and purchase additional Equipment or Software if it is then available, Each order
must refer to this Agreement and must specify the pricing and delivery terms. Alternatively, Customer
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
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Motorola Contract No. 08-23067/CR
http://www.motorola.com/businessandgovernment/ and the MOL telephone number is (800) 814-0601.
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 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 Customer an invoice as
the additional Equipment is shipped or Software is licensed. Unless lease financing arrangements are
mutually agreed in writing concerning the additional Equipment or Software orders, they are not covered
by the Equipment Lease -Purchase Agreement.
3.5. MAINTENANCE SERVICE. During the Warranty Period for the Equipment and Software,
Motorola will provide maintenance services for the Equipment and support for the Motorola Software
pursuant to this Agreement. Those services and support are included in the Contract Price. If Customer
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 the services will be set forth in a separate document. If Customer 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 those 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
Customer solely in accordance with the Software License Agreement. Customer 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 Customer 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 Customer in accordance with,
and Customer agrees to abide by, the provisions of the standard license of the copyright owner and not
the Software License Agreement. Upon request by Customer, 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 Customer a copy of the applicable standard license (or
specify where that license may be found); and provide to Customer 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 Customer, 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 Customer. Any substitution will be reflected in a change order.
3.9. OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph applies only if a "Priced Options"
exhibit is shown in Section 1, or if the parties amend this Agreement to add a Priced Options exhibit.
During the term of the option as stated in the Priced Options exhibit (or if no term is stated, then for one
(1) year after the Effective Date), Customer has the right and option to purchase the equipment, software,
and related services that are described in the Priced Options exhibit. Customer may exercise this option
by giving written notice to Seller which must designate what equipment, software, and related services
Customer is selecting (including quantities, if applicable). To the extent they apply, the terms and
conditions of this Agreement will govern the transaction; however, the parties acknowledge that certain
provisions must be agreed upon, and they agree to negotiate those in good faith promptly after Customer
delivers the option exercise notice. Examples of provisions that may need to be negotiated are: specific
lists of deliverables, statements of work, acceptance test plans, delivery and implementation schedules,
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Motorola Contract No. 08-23067/CR
payment terms, maintenance and support provisions, additions to or modifications of the Software
License Agreement, hosting terms, and modifications to the acceptance and warranty provisions.
Section 4 PERFORMANCE SCHEDULE
The Parties will perform their respective responsibilities in accordance with the Performance Schedule.
By executing this Agreement, Customer authorizes Motorola to proceed with contract performance.
Section 5 CONTRACT PRICE, PAYMENT AND INVOICING
5.1. CONTRACT PRICE. The Contract Price in U.S. dollars is $544,554.79. Customer will not make
a down -payment. The full amount of the Contract Price will be paid via the disbursement of the financing
proceeds pursuant to the Equipment Lease -Purchase Agreement executed between the parties. For
Customer's reference, the Federal Tax Identification Number for Motorola, Inc. is 36-1115800.
5.2. FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre -pay and add all freight charges to the
invoices. Unless otherwise stated in the Equipment Lease -Purchase Agreement, title to the Equipment
will pass to Customer upon shipment. Title to Software will not pass to Customer at any time. Risk of
loss will pass to Customer upon delivery of the Equipment to the Customer. Motorola will pack and ship
all Equipment in accordance with good commercial practices.
Section 6 SITES AND SITE CONDITIONS
6.1. ACCESS TO SITES. In addition to its responsibilities described elsewhere in this Agreement,
Customer 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 Customer in the local building permit process.
6.2. SITE CONDITIONS. Customer 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, Customer 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
Customer 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
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 Customer will be described in the Statement of Work.
Customer will notify Motorola immediately if a date change for a scheduled training program is required.
If Motorola incurs additional costs because Customer reschedules a training program less than thirty (30)
days before its scheduled start date, Motorola may recover these additional costs.
Tamarac, FL — Radio Equipment
Motorola Contract No. 08-23067/CR
Section 8 SYSTEM ACCEPTANCE
8.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Customer 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 Customer believes
the System has failed the completed Acceptance Tests, Customer will provide to Motorola a written notice
that includes the specific details of the failure. If Customer 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. Motorola's ability to perform its implementation and testing responsibilities
may be impeded if Customer begins using the System before System Acceptance. Therefore, Customer
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, Customer 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 Customer changes to load usage or configuration outside the Specifications.
9.2. 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
Customer's control, this warranty expires eighteen (18) months after the shipment of the 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 Customer'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
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Motorola Contract No. 08-23067/CR
God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not
provided or authorized in writing by Motorola; Customer'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, Customer 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 Customer) 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 Customer 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 (15) 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.
10.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER. If Customer (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
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.
Section 12 DEFAULT AND TERMINATION
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Motorola Contract No. 08-23067/CR
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 Customer 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 Customer is the
defaulting Party, Motorola may stop work on the project until it approves the Customer's cure plan.
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 Customer is the non -defaulting Party, terminates
this Agreement as permitted by this Section, and completes the System through a third party, Customer
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.
Customer 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 Customer 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 Customer 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 Customer gives Motorola prompt, written notice of any the claim or suit.
Customer 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 Customer from liabilities that are in any way
related to Motorola's performance under this Agreement.
13.2. GENERAL INDEMNITY BY CUSTOMER. To the extent permitted by law and subject to the
limitations contained in § 768.28, Florida Statutes, Customer 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 Customer, its other contractors, or their employees or agents, while performing their duties
under this Agreement, if Motorola gives Customer prompt, written notice of any the claim or suit.
Motorola will cooperate with Customer in its defense or settlement of the claim or suit. This section sets
forth the full extent of Customer's general indemnification of Motorola from liabilities that are in any way
related to Customer's performance under this Agreement. Nothing herein is intended to serve as a
waiver of the Customer's sovereign immunity or as consent by the Customer to be sued by third parties in
any manner arising out of this Agreement or any other contract.
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13.3.1. Motorola will defend at its expense any suit brought against Customer to the extent it is based on
an Infringement Claim, and Motorola will indemnify Customer for those costs and damages finally
awarded against Customer for an Infringement Claim. Motorola's duties to defend and indemnify are
conditioned upon: Customer 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
Customer 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 Customer 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 Customer a credit for the Equipment or Motorola Software as depreciated and accept its return.
Tamarac, FL — Radio Equipment
Motorola Contract No. 08-23067/CR
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 Customer to install an enhancement release to the Motorola Software that is intended to
correct the claimed infringement. The foregoing states the entire liability of Motorola with respect to
infringement of patents and copyrights by the Equipment, Motorola Software, or any of their parts.
Section 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 Contract Price. 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.
Section 15 CONFIDENTIALITY AND PROPRIETARY RIGHTS
11I/_101il1re] :7Ji/_�I[o7T
This agreement is governed by the Florida Public Records Law, § 119.07, Florida Statutes. 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 required by Florida law or by court order, or as authorized by the disclosing Party in
writing or as required by a court of competent jurisdiction; restrict disclosure of the Confidential
Information to its employees who have a "need to know" and not copy or reproduce the Confidential
Information; take necessary and appropriate precautions to guard the confidentiality of the Confidential
Information, including informing its employees who handle the Confidential Information that it is
confidential and is not to be disclosed to others, but these precautions will be at least the same degree of
care that the receiving Party applies to its own confidential information and will not be less than
reasonable care; and use the Confidential Information only in furtherance of performing this Agreement.
Confidential Information is and will at all times remain the property of the disclosing Party, and no grant of
any proprietary rights in the Confidential Information is given or intended, including any express or implied
license, other than the limited right of the recipient to use the Confidential Information in the manner and
to the extent permitted by this Agreement.
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 Customer the Equipment,
Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant to
Customer any shared development rights of intellectual property. Except as explicitly provided in the
Software License Agreement, Motorola does not grant to Customer, either directly or by implication,
estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Customer will not
Tamarac, FL — Radio Equipment
Motorola Contract No. 08-23067/CR
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 Customer represents and warrants that it is a tax exempt entity. 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 Customer except as exempt by law. Customer 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 Customer. 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 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 LAW AND VENUE. 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 litigation filed in relation to this Agreement shall be in state court located in Broward
County, Florida.
16.8. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement
of the Parties regarding the subject matter of this Agreement and supersedes all previous agreements,
proposals, and understandings, whether written or oral, relating to this 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 Customer 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:
Tamarac, FL — Radio Equipment 9
Motorola Contract No. 08-230671CR
Motorola, Inc. Customer
Law Dept. — Gov't & Comm. Mkts. — Americas City of Tamarac
Attn: Commercial Counsel Attn: City Manager
1301 E. Algonquin Rd., SH5 7525 N.W. 88th Avenue
Schaumburg, IL 60196 Tamarac, FL 33321
fax: 847-576-0721
Copy to:
Goren, Cherof, Doody & Ezrol, P.A.
Attn.: City Attorney
3099 East Commercial Blvd., Suite 200
Fort Lauderdale, FL 33308
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. Customer 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 Customer in the preparation of its FCC
license applications, neither Motorola nor any of its employees is an agent or representative of Customer
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 survive the expiration or termination of the
Agreement: Section 3.6 (Motorola Software); Section 3.7 (Non -Motorola Software); if any payment
obligations exist, Sections 5.1 (Contract Price); Subsection 9.7 (Disclaimer of Implied Warranties);
Section 11 (Disputes); Section 14 (Limitation of Liability); and Section 15 (Confidentiality and Proprietary
Rights); and all General provisions in Section 16.
REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY
Tamarac, FL — Radio Equipment 10
Motorola Contract No. 08-230671CR
IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective
dates under each signature. CITY OF TAMARAC, signing by and through its Mayor and City Manager,
and CONTRACTOR, signing by and through its MSSI Vice President, duly authorized to execute same.
CITY OF TAMARAC
eth f laps aum- abisco, Mayor
V /l m
Date
i� -e
A- T: Jeffrey VfAillef, City Manager
Marion Swenson, CMC
City Clerk .
Date
A EST:
A _Jtj,�
ignature of A ant Corporate Secretary
Christine rochena
Type/Print Name of Assistant Corporate Secy
(CORPORATE SEAL)
Tamarac, FL -- Radio Equipment
Motorola Contract No. 08-23067/CR
7/ / >elej-- -
Date
Appro d as to form and le al su ciency:
t i, L�
City A orney
Date
Company Name
MOTOROLA, INC.
Signature of
Type/Print Name of Authorized Representative
' D
Date
IE
STATE OF �� S
T / mm�:SS
COUNTY OF
I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in
the County aforesaid to take acknowledgments, personally appeared i w,.' [w erS f
, of 0 prO
a Del 4 cJQ r-G Corporation, to me known to be the person(s) described in and who
executed the foregoing instrument and acknowledged before me that he/she executed the same.
WITNESS my hand and official seal this day of 7a-,,7e / /,, , 20 08
PATRICIA M. BALLINGER
Signature of Nota&public
Notary Public, State of Texas
State of efge
My Commission Expires
re
November 04, 2009
Print, Type or Stamp
Name of Notary Public
Personally known to me or
❑
Produced Identification
Type of I.D. Produced
❑
DID take an oath, or
DID NOT take an oath.
Tamarac, FL — Radio Equipment 12
Motorola Contract No. 08-23067/CR
MO MOTOROLA
June 16, 2008
Mr. Levent Sucuoglu
CITY OF TAMARAC
7525 NW 88`h Ave.
Tamarac, FL 33321
Dear Mr. Sucuoglu:
Enclosed for your review, please find the Municipal Lease documentation in connection with the radio equipment
to be leased from Motorola. The interest rate and payment streams outlined in Equipment Lease -Purchase
Agreement #22954 are valid for contracts that are executed and returned to Motorola on or before June 27, 2008.
After 6/27/08, the Lessor reserves the option to re -quote and re -price the transaction based on current market
interest rates.
Please have the documents executed where indicated and forward the documents to the following address:
Motorola Credit Corporation
Attn: Bill Stancik / 5`s Floor
1301 East Algonquin Road
Schaumburg, IL 60196
Should you have any questions, please contact me at 847-538-4531.
Thank You,
MOTOROLA CREDIT CORPORATION
Bill Stancik
LESSEE FACT SHEET
Please help Motorola, Inc. provide excellent billing service by providing the following information:
1. Complete Billing Address CITY OF TAMARAC
Attention:
Phone:
2. Lessee County Location:
3. Federal Tax I.D. Number
4. Purchase Order Number to be referenced on invoice (if necessary) or other "descriptions" that may assist in
determining the applicable cost center or department:
S. Equipment description that you would like to appear on your
invoicing:
Appropriate Contact for Documentation / System Acceptance Follow-up:
6. Appropriate Contact &
Mailing Address
Phone:
Fax:
7. Payment remit to address: Motorola Credit Corp.
P.O. Box 71132
Chicago IL 60694-1132
Thank you
EQUIPMENT LEASE -PURCHASE AGREEMENT
Lease Number: 22954
LESSEE: LESSOR:
CITY OF TAMARAC Motorola, Inc.
7525 NW 88`" Ave 1301 E. Algonquin Rd.
Tamarac FL 33321 Schaumburg, IL 60196
Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, the Equipment described
in any Schedule A now or hereafter attached hereto ("Equipment") in accordance with the following
terms and conditions of this Equipment Lease -Purchase Agreement ("Lease").
I. Term. This Lease will become effective upon the execution hereof by Lessor. The Term of
this Lease will commence on the Commencement Date specified in Schedule A and unless terminated
according to terms hereof or the purchase option, provided in Section 18, is exercised this Lease will
continue until the Expiration Date set forth in Schedule B attached hereto ( "Lease Term").
2. Rent. Lessee agrees to pay to Lessor or its assignee the Lease Payments (herein so called),
including the interest portion, in the amounts specified in Schedule B. The Lease Payments will be
payable without notice or demand at the office of the Lessor (or such other place as Lessor or its assignee
may from time to time designate in writing), and will commence on the first Lease Payment Date as set
forth in Schedule B and thereafter on each of the Lease Payment Dates set forth in Schedule B. Any
payments received later than ten (10) days from the due date will bear interest at the highest lawful rate
from the due date. Except as specifically provided in Section 5 hereof, the Lease Payments will be
absolute and unconditional in all events and will not be subject to any set-off, defense, counterclaim, or
recoupment for any reason whatsoever. Lessee reasonably believes that funds can be obtained sufficient
to make all Lease Payments during the Lease Term. Lessee will seek funding each year as a part of its
budget process. It is Lessee's intent to make Lease Payments for the full Lease Term if funds are legally
available therefor and in that regard Lessee represents that the Equipment will be used for one or more
authorized governmental or proprietary functions essential to its proper, efficient and economic operation.
Lessee's obligation to make Lease Payments and to pay any other amounts payable under this
Lease constitutes a current obligation payable only to the extent permitted by law and exclusively from
legally available funds and shall not be construed to be an indebtedness within the meaning of any
applicable constitutional or statutory limitation or requirement. Lessee has not pledged and will not
pledge its full faith and credit or its taxing power to pay any Lease Payments or any other amounts under
this Lease. Neither Lessor nor any Assignee (described below) may compel the levy of any ad valorem
taxes by Lessee to pay Lease Payments or any other amounts under this Lease.
3. Delivery and Acceptance. Lessor will cause the Equipment to be delivered to Lessee at the
location specified in Schedule A ( "Equipment Location "). Lessee will accept the Equipment as soon as it
has been delivered and is operational. Lessee will evidence its acceptance of the Equipment by executing
and delivering to Lessor a Delivery and Acceptance Certificate in the form provided by Lessor.
Even if Lessee has not executed and delivered to Lessor a Delivery and Acceptance Certificate, if
Lessor believes the Equipment has been delivered and is operational, Lessor may require Lessee to notify
Lessor in writing (within five (5) days of Lessee's receipt of Lessor's request) whether or not Lessee
deems the Equipment (i) to have been delivered and (ii) to be operational, and hence be accepted by
Lessee. If Lessee fails to so respond in such five (5) day period, Lessee will be deemed to have accepted
the Equipment and be deemed to have acknowledged that the Equipment was delivered and is operational
as if Lessee had in fact executed and delivered to Lessor a Delivery and Acceptance Certificate.
4. Representations and Warranties. Lessor acknowledges that the Equipment leased hereunder
is being manufactured and installed by Lessor pursuant to contract (the "Contract") covering the
Equipment. Lessee acknowledges that on or prior to the date of acceptance of the Equipment, Lessor
intends to sell and assign Lessor's right, title and interest in and to this Agreement and the Equipment to
an assignee ( "Assignee "). LESSEE FURTHER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN
THE CONTRACT, LESSOR MAKES NO EXPRESS OR IMPLIIED WARRANTIES OF ANY NATURE OR KIND
WHATSOEVER, AND AS BETWEEN LESSEE AND THE ASSIGNEE, THE PROPERTY SHALL BE ACCEPTED BY
LESSEE "AS IS" AND "WITH ALL FAULTS." LESSEE AGREES TO SETTLE ALL CLAIMS DIRECTLY WITH LESSOR
AND WILL NOT ASSERT OR SEEK TO ENFORCE ANY SUCH CLAIMS AGAINST THE ASSIGNEE. NEITHER LESSOR
NOR THE ASSIGNEE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES OF ANY CHARACTER AS A RESULT OF THE LEASE OF THE EQUIPMENT, INCLUDING
WITHOUT LIMITATION, LOSS OF PROFITS, PROPERTY DAMAGE OR LOST PRODUCTION WHETHER SUFFERED BY
LESSEE OR ANY THIRD PARTY.
Lessor is not responsible for, and shall not be liable to Lessee for damages relating to loss of value
of the Equipment for any cause or situation (including, without limitation, governmental actions or
regulations or actions of other third parties).
5. Non -Appropriation of Funds. Notwithstanding anything contained in this Lease to the
contrary, in the event the funds appropriated by Lessee's governing body or otherwise available by any
means whatsoever in any fiscal period of Lessee for Lease Payments or other amounts due under this
Lease are insufficient therefor, this Lease shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to Lessee of any kind whatsoever, except as to
the portions of Lease Payments or other amounts herein agreed upon for which funds shall have been
appropriated and budgeted or are otherwise available. The Lessee will immediately notify the Lessor or
its Assignee of such occurrence. In the event of such termination, Lessor may request by written notice
that Lessee promptly deliver the Equipment to Lessor or its Assignee. In the event that Lessee agrees to
deliver the Equipment to Lessor, Lessee hereby agrees to transfer title to and deliver possession of the
Equipment in accordance with Section 17.1 of this Lease. In the event that Lessee does not return the
Equipment to Lessor, Lessor may proceed by appropriate court action or actions, either at law or in
equity, to recover damages.
6. Lessee Certification. Lessee represents, covenants and warrants that: (i) Lessee is a state or
a duly constituted political subdivision or agency of the state of the Equipment Location; (ii) the interest
portion of the Lease Payments shall be excludable from Lessor's gross income pursuant to Section 103 of
the Internal Revenue Code of 1986, as it may be amended from time to time ( the "Code"); (iii) the
execution, delivery and performance by the Lessee of this Lease have been duly authorized by all
necessary action on the part of the Lessee; (iv) this Lease constitutes a legal, valid and binding obligation
of the Lessee enforceable in accordance with its terms; (v) Lessee will comply with the information
reporting requirements of Section 149(e) of the Code, and such compliance shall include but not be
limited to the execution of information statements requested by Lessor; (vi) Lessee will not do or cause to
be done any act which will cause, or by omission of any act allow, the Lease to be an arbitrage bond
within the meaning of Section 148(a) of the Code; (vii) Lessee will not do or cause to be done any act
which will cause, or by omission of any act allow, this Lease to be a private activity bond within the
meaning of Section 141(a) of the Code; (viii) Lessee will not do or cause to be done any act which will
cause, or by omission of any act allow, the interest portion of the Lease Payments to be or become
includible in gross income for Federal income taxation purposes under the Code; and (ix) Lessee will be
the only entity to own, use and operate the Equipment during the Lease Term.
Lessee represents, covenants and warrants that (i) it will do or cause to be done all things
necessary to preserve and keep the Lease in full force and effect, (ii) it has complied with all public
bidding and Bond Commission requirements (as defined in the Code) where necessary and by due
notification presented this Lease for approval and adoption as a valid obligation on its part, and (iii) it has
sufficient appropriations or other funds available to pay all amounts due hereunder for the current fiscal
period.
If Lessee breaches the covenant contained in this Section, the interest component of Lease
Payments may become includible in gross income of the owner or owners thereof for federal income tax
purposes. In such event, notwithstanding anything to the contrary contained in Section 11 of this
Agreement, Lessee agrees to pay promptly after any such determination of taxability and on each Lease
Payment date thereafter to Lessor an additional amount determined by Lessor to compensate such owner
or owners for the loss of such excludibility (including, without limitation, compensation relating to
interest expense, penalties or additions to tax), which determination shall be conclusive (absent manifest
error). Notwithstanding anything herein to the contrary, any additional amount payable by Lessee
pursuant to this Section 6 shall be subject to the limitations set forth in Sections 2 and 5 hereof.
It is Lessor's and Lessee's intention that this Agreement not constitute a "true" lease for federal
income tax purposes and, therefore, it is Lessor's and Lessee's intention that Lessee be considered the
owner of the Equipment for federal income tax purposes.
7. Title to Equipment. During the Lease Term, title to the Equipment will vest in Lessee and
Lessor will have no security interest therein. Notwithstanding the obligations of Lessee to pay the Lease
Payments, this Lease shall not result in the creation of any lien, charge, security interest or other
encumbrance upon the Equipment and Lessor shall have no right to involuntarily dispossess Lessee of the
use and enjoyment of or title to the Equipment.
8. Use; Repairs. Lessee will use the Equipment in a careful manner for the use contemplated
by the manufacturer of the Equipment and shall comply with all laws, ordinances, insurance policies and
regulations relating to, and will pay all costs, claims, damages, fees and charges arising out of the
possession, use or maintenance of the Equipment. Lessee, at its expense will keep the Equipment in good
repair and furnish all parts, mechanisms and devices required therefor.
9. Alterations. Lessee will not make any alterations, additions or improvements to the
Equipment without Lessor's prior written consent unless such alterations, additions or improvements may
be readily removed without damage to the Equipment.
10. Location; Inspection. The Equipment will not be removed from, for if the Equipment
consists of rolling stock, its permanent base will not be changed from] the Equipment Location without
Lessor's prior written consent which will not be unreasonably withheld. Lessor will be entitled to enter
upon the Equipment Location or elsewhere during reasonable business hours to inspect the Equipment or
observe its use and operation.
11. Liens and Taxes. Lessee shall keep the Equipment free and clear of all levies, liens and
encumbrances. Lessor and Lessee acknowledge that the Lessee is currently a tax-exempt entity. Lessee
shall pay, when due, all charges and taxes (local, state and federal)which may now or hereafter be
--- ._. imp-O'WA .unn� n the_rental, sale, leasing,ossession-ror—use
of the Equipment,
excluding however, all taxes on or measured by Lessor's income. If Lessee fails to pay said charges and
taxes when due, Lessor shall have the right, but shall not be obligated, to pay said charges and taxes. If
Lessor pays any charges or taxes , Lessee shall reimburse Lessor therefor within ten days of written
demand.12. Risk of Loss: Damage; Destruction. Lessee assumes all risk of loss or damage to the
Equipment from any cause whatsoever, and no such lass of or damage to the Equipment nor defect
therein nor unfitness or obsolescence thereof shall relieve Lessee of the obligation to make Lease
Payments or to perform any other obligation under this Lease. In the event of damage to any item of
Equipment, Lessee will immediately place the same in good repair with the proceeds of any insurance
recovery applied400 the cost of such repair. If Lessor determines that any item of Equipment is Iost,
stolen, destroyed -or damaged beyond repair, Lessee at the option 'of Lessor will: either (a) replace the
same with like equipment in good repair; or (b) on the next Lease Payment date, pay Lessor the sum of:
(i) all amounts then ow' d by Lessee to Lessor under this Lease, including the Lease payment due on such
date; and (ii) an amouequal to all remaining Lease Payments to be paid during the Lease Term as set
e event that ssee is obligated to make such payment with respect to less than all of the
Equipment, Lessor will provide Lessee with the pro rata amount of the Lease Payment and the Balance
Payment (as set forth in Schedule B) to be made by Lessee with respect to that part of the Equipment
which has suffered the Event of Loss.
13. Insurance. Lessee will, at its expense, maintain at all times during the Lease Term, fire and
extended coverage, public liability and property damage insurance with respect to the Equipment in such
amounts, covering such risks, and with such insurers as shall be satisfactory to Lessor, or, with Lessor's
prior written consent, Lessee may self -insure against any or all such risks. All insurance covering loss of
or damage to the Equipment shall be carried in an amount no less than the amount of the then applicabl
Balance Payment with respect to such Equipment. The initial amount of insurance required is set forth in
Schedule B. Each insurance policy will name Lessee as an insured.
of any such policies will be payable to Lessee and Lessor or its Assi nee as their interestssThe proceeds
$ may appear.
Upon acceptance of the Equipment and upon each insurance renewal date, Lessee will deliver to Lessor a
certificate evidencing such insurance. In the event that Lessee has been permitted to self -insure, Lessee
will furnish Lessor with a letter or certificate to such effect. In the event of any loss, damage, injury or
accident involving the Equipment, Lessee will promptly provide Lessor with written notice thereof and
make available to Lessor all information and documentation relating thereto.
14. Indemn 7cation. Lessee shall, to the extent permitted by law, and subject to the limitations
contained in Section 768.28, Fla. Stat., indemnify Lessor against, and hold Lessor harmless from, any and
all claims, actions, proceedings, expenses, damages or liabilities, including attorneys' fees and court costs,
arising in connection with the Equipment, including, but not limited to, its selection, purchase, delivery,
possession, use, operation, rejection, or return and the recovery of claims under insurance policies
thereon. Nothing herein is intended to serve as a waiver of Lessee's sovereign immunity. Nothing herein
shall be construed as consent by the Lessee to be sued by third parties in any matter arising out of this
Agreement or any other contract.
15. Assignment, Without Lessor's prior written consent, Lessee will not either (i) assign,
transfer, pledge, hypothecate, grant any security interest in or otherwise dispose of this Lease or the
Equipment or any interest in this Lease or the Equipment or; (ii) sublet or lend the Equipment or permit it
to be used by anyone other than Lessee or Lessee's employees. Lessor will endeavor to provide prior
notice to the Lessee and may assign its rights, title and interest in and to this Lease, the Equipment and
any documents executed with respect to this Lease and/or grant or assign a security interest in this Lease
and the Equipment, in whole or in part. Any such assignees shall have all of the rights of Lessor under
this Lease. Subject to the foregoing, this Lease inures to the benefit of and is binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.
Lessee covenants and agrees not to assert against the Assignee any claims or defenses by way of
abatement, setoff, counterclaim, recoupment or the like which Lessee may have against Lessor. No
assignment or reassignment of any Lessor's right, title or interest in this Lease or the Equipment shall be
effective unless and until Lessee shall have received a notice of assignment, disclosing the name and
address of each such assignee; provided, however, that if such assignment is made to a bank or trust
company as paying or escrow agent for holders of certificates of participation in the Lease, it shall
thereafter be sufficient that a copy of the agency agreement shall have been deposited with Lessee until
Lessee shall have been advised that such agency agreement is no longer in effect. During the Lease Term
Lessee shall keep a complete and accurate record of all such assignments in form necessary to comply
with Section 149(a) of the Code, and the regulations, proposed or existing, from time to time promulgated
thereunder. No further action will be required by Lessor or by Lessee to evidence the assignment, but
Lessee will acknowledge such assignments in writing if so requested.
After notice of such assignment, Lessee shall name the Assignee as additional insured and loss
payee in any insurance policies obtained or in force. Any Assignee of Lessor may reassign this Lease and
its interest in the Equipment and the Lease Payments to any other person who, thereupon, shall be deemed
to be Lessor's Assignee hereunder.
16. Event of Default. The term "Event of Default", as used herein, means the occurrence of any
one or more of the following events: (i) Lessee fails to make any Lease Payment (or any other payment)
as it becomes due in accordance with the terms of the Lease, and any such failure continues for ten (10)
days after the due date thereof; (ii) Lessee fails to perform or observe any other covenant, condition, or
agreement to be performed or observed by it hereunder and such failure is not cured within twenty (20)
days after written notice thereof by Lessor; (iii) the discovery by Lessor that any statement,
representation, or warranty made by Lessee in this Lease or in writing ever delivered by Lessee pursuant
hereto or in connection herewith is false, misleading or erroneous in any material respect;
(iv) proceedings under any bankruptcy, insolvency, reorganization or similar legislation shall be instituted
against or by Lessee, or a receiver or similar officer shall be appointed for Lessee or any of its property,
and such proceedings or appointments shall not be vacated, or fully stayed, within twenty (20) days after
the institution or occurrence thereof, or (v) an attachment, levy or execution is threatened or levied upon
or against the Equipment...
17. Remedies. Upon the occurrence of an Event of Default, and as long as such Event of Default
is continuing, Lessor may, at its option, exercise any one or more of the following remedies: (i) by
written notice to Lessee, declare all amounts then due under the Lease, and all remaining Lease Payments
due during the Fiscal Year in effect when the default occurs to be immediately due and payable,
whereupon the same shall become immediately due and payable; (ii) request by written notice that Lessee
promptly deliver the Equipment to Lessor or its Assignee; and (iii) exercise any other right, remedy or
privilege which may be available to it under applicable laws of the state of the Equipment Location or any
other applicable law or proceed by appropriate court action to enforce the terms of the Lease or to recover
damages for the breach of this Lease or to rescind this Lease as to any or all of the Equipment. If Lessor
terminates this Lease and receives possession of the Equipment, Lessor may sell or lease the Equipment
or sublease it for the account of Lessee. If the proceeds of such sale, lease or sublease are not sufficient to
pay the balance of any Lease Payments or other amounts owed by Lessee under the Lease, Lessor may
pursue such other remedies as are available at law or in equity to collect the balance of such Lease
Payments or other amounts from Lessee's legally available funds. In addition, Lessee will remain liable
for all covenants and indemnities under this Lease and for all legal fees and other costs and expenses,
including court costs, incurred by Lessor with respect to the enforcement of any of the remedies listed
above or any other remedy available to Lessor.
17.1. Return of the Equipment. In the event that Lessee determines to return the Equipment to
Lessor or its Assignee pursuant to Section 5 or 17 hereof, Lessee agrees to transfer title to and deliver
possession of the Equipment in the condition hereafter required by preparing and appropriately protecting
the Equipment for shipment and, at Lessor's option, (i) surrendering the Equipment to Lessor at the
Equipment Location specified in Schedule A hereto, or (ii) loading the Equipment on board such carrier
as Lessor shall specify and shipping the same, freight collect, to Lessor at the place designated by Lessor.
In the event of any such delivery of the Equipment to Lessor, Lessee shall execute and deliver such
documents as may reasonably be required to transfer title to and possession of the Equipment to Lessor,
free and clear of all liens to which the Equipment has become subject.
Upon such delivery of the Equipment to Lessor, if the Equipment is damaged or otherwise made
less suitable for the purposes for which it was manufactured than when delivered to Lessee (reasonable
wear and tear excepted), Lessee agrees, at its option, to: (a) repair or restore such Equipment to the same
condition in which it was received by Lessee (reasonable wear and tear excepted) and, at its expense,
promptly return such Equipment to Lessor (or to a location identified in a written notice to Lessee) or
(b) pay to Lessor the actual cost of such repair, restoration and return.
There is no intent to create under any provision of this Lease a right in Lessor to involuntarily
dispossess Lessee of the legal title to or the use of the Equipment. Lessor hereby irrevocably waives any
right to specific performance of any covenant of Lessee to transfer legal title to and return possession of
the Equipment.
18. Purchase Option. Upon thirty (30) days prior written notice from Lessee to Lessor, and
provided that no Event of Default has occurred and is continuing, or no event, which with notice or lapse
of time, or both could become an Event of Default, then exists, Lessee will have the right to purchase the
Equipment on the Lease Payment Dates set forth in Schedule B by paying to Lessor, on such date, the
Lease Payment then due together with the Balance Payment amount set forth opposite such date. Upon
satisfaction by Lessee of such purchase conditions, Lessor will transfer any and all of its right, title and
interest in the Equipment to Lessee as is, without warranty, express or implied, except that the Equipment
is free and clear of any liens created by Lessor.
19. Notices. All notices to be given under this Lease shall be made in writing and mailed by
certified mail, return receipt requested, to the other party at its address set forth herein or at such address
as the party may provide in writing from time to time. Any such notice shall be deemed to have been
received five days subsequent to such mailing.
20. Section Headings. All section headings contained herein are for the convenience of
reference only and are not intended to define or limit the scope of any provision of this Lease.
21. Governing Law. This Lease shall be construed in accordance with, and governed by the laws
of, the state of the Equipment Location.
22. Delivery of Related Documents. Lessee will execute or provide, as requested by Lessor, such
other documents and information as are reasonably necessary with respect to the transaction contemplated
by this Lease.
23. Entire Agreement; Waiver. This Lease, together with the Delivery and Acceptance
Certificate and other attachments hereto, and other documents or instruments executed by Lessee and
Lessor in connection herewith, constitutes the entire agreement between the parties with respect to the
Lease of the Equipment, and this Lease shall not be modified, amended, altered, or changed except with
the written consent of Lessee and Lessor. Any provision of this Lease, which is prohibited or
unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability, without invalidating the remaining provisions hereof. To the extent
permitted by applicable law, Lessee and Lessor hereby waive any provision of law that prohibits or
renders unenforceable any provision of this Lease in any respect.
The waiver by Lessor of any breach by Lessee of any term, covenant or condition hereof shall not
operate as a waiver of any subsequent breach thereof.
24. Execution in Counterparts. This Lease may be executed in several counterparts, each of
which shall be deemed an original and all of which shall constitute but one and the same
instrument.
IN WrrNEss WHEREOF, the parties have executed this Agreement as of the day of )644 ,
20,d.
LESSEE:
CITY OF TAMARAC
By:
Title: __
LESSOR:
MOTOROLA, INC.
Title: ,41--(ZUt9 stye)
OPINION OF COUNSEL
With respect to that certain Equipment Lease -Purchase Agreement dated ... by and between
Motorola, Inc. and the Lessee, I am of the opinion that: (i) the Lessee is, within the meaning of Section 103 of the
Internal Revenue Code of 1986, a state or a fully constituted political subdivision or agency of the State of the
Equipment Location described in Schedule A hereto; (ii) the execution, delivery and performance by the Lessee of
the Lease have been duly authorized by all necessary action on the part of the Lessee, (III) the Lease constitutes a
legal, valid and binding obligation of the Lessee enforceable in accordance with its terms; and (iv) Lessee has
properly budgeted and appropriated funds during the current fiscal year to make payments for this Lease in
accordance with State an al law.
Attorney for CITY OF TAMARAC
SCHEDULE A
EQUIPMENT LEASE -PURCHASE AGREEMENT
Schedule A 22954
Lease Number:
This Equipment Schedule dated as of 7 IKIL is being executed by MOTOROLA, INC. ("Lessor") and
CITY OF TAMARAC (Lessee"), as a supplement to, and is hereby attached to and made a part of that certain
Equipment Lease -Purchase Agreement Number 22954 dated as of N A ("Lease"), between Lessor and
Lessee.
Lessor hereby leases to Lessee under and pursuant to the Lease, and Lessee hereby accepts and leases
from Lessor under and pursuant to the Lease, subject to and upon the terms and conditions set forth in the Lease
and upon the terms set forth below, the following items of Equipment
UANTITY
DESCRIPTION Manufacturer Model and Serial Nos.
Refer to attached Equipment List.
Equipment Location:
Initial Term: 36 Months Commencement Date: 7/1/2008
First Payment Due Date: 7/1/2009
3 Annual Payments of $197,124.02 as outlined in the attached Schedule B, plus Sales/Use Tax of $0.00,
payable on the Lease Payment Dates set forth in Schedule B.
EXECUTED as of the date first herein set forth.
LESSEE:
CITY OF TAMARAC
By:
Title:
WW0i]Ab
Motorola, Inc.
By:
Title: /� -�e�� •�-�-� J r�,� �'?'
City of Tamarac Equipment List PRICING updated 6/6/08
1
- 424
1
02980
4 CHANNEL DIGITAC COMPARATOR
$ 10 504.00
$ 10 504.00
15%
$ 8 928.40
8,928.40
1
a 424
1
C301
ADD: TEST HANDSET
$ 145.00
$ 145.00
15%
123,25
123.25
1
b 424
1
C175AGSP
ADD: TONE KEYING WITH PRIORITY
$ 2550.00
$ 2,550.00
15%
$ 2,167.50
$ 2,167,50
11
424
1
CA42413AA
ADD: STANDARD POWER SUPPLY
810,00
$ 810,00
15%
688.50
688,50
1
d 424
1
C372ACSP
ADD: EXTENDER CARD
$ 295.00
$ 295.00
15%
$ 250,75
$ 250.75
1
e 424
1
C617AASP
ADD: PUNCH BLOCK PANEL 1 TERM BLOCK
$ 720.00
$ 720.00
15%
$ 612.00
$ 612.00
1
f 424
1
TBD
CABINET OPTION
695.00
495,00
15%
$ 590.75
590.75
2
- 12071
1
1 DSOP8208
POWER DIST. UNIT SURGE PROTECT
850,00
$ 850.00
15%
722-501$
722.50
3
- 424
1
Q2980
4 CHANNEL DIGITAC COMPARATOR
$ 10 504.00
$ 10 504.00
15%
$ 8928.40
$ 8,928.40
3
a 424
1
C301
ADD: TEST HANDSET
$ 145.00
$ 145.00
15%
$ 123,25
$ 123.25
3
b 424
1
C175AGSP
ADD: TONE KEYING WITH PRIORITY
$ 2,550.00
2 550.00
15%
$ 2167,50
$ 2 167.50
3
c 424
1
C372ACSP
ADD: EXTENDER CARD
295.00
295.00
15%
$ 250.75
$ 250,75
3
d 424
1
C617AASP
ADD: PUNCH BLOCK PANEL 1 TERM BLOCK
720.00
$ 720.00
15%
612.00
612.00
3
e14241
1
ITBD
CABINET OPTION
$
15%
$
$
3
f 14241
1
CA42413DD
ADD: NO POWER SUPPLY
$
15%
$
4
-12071
1
DSOP8208
POWER DIST. UNIT SURGE PROTECT
850.00
850.00
15%
$ 722,50
722 50
5
- 4241
1
Q2980
4 CHANNEL DIGITAC COMPARATOR
10 504.00
$ 10 504.00
15%
8 928.40
$ 8,928.40
5
a 4241
1
C301
ADD: TEST HANDSET
$ 145.00
$ 145.00
15%
$ 123.25
$ 123.25
5
b 4241
1
C175AGSP
ADD: TONE KEYING WITH PRIORITY
$ 21550.00
2,550.00
15%
$ 2,167.50
$ 2,167.50
5
c 4241
1
C372ACSP
ADD: EXTENDER CARD
295.00
295,00
15%
1 250,75
250.75
5
d 4241
1
C617AASP
ADD: PUNCH BLOCK PANEL 1 TERM BLOCK
$ 720,00
$ 720.00
15%
612.00
$ 612,00
5
e 4241
1
TBD
CABINET OPTION
$
15%
5
f 4241
1
CA42413DD
ADD: NO POWER SUPPLY
15%
$
6
- 2071
1
DSOP820B
POWER DIST. UNIT SURGE PROTECT
$ 850.00
$ 850,00
15%
$ 722.50
$ 722,50
7
- 5091
1
IT5365
QUANTAR/QUANTRO FAMILY MODEL
$ 785000
7,850.00
15%
$ 6,672.50
6,672.50
7
a 509
1
X750
ADD: 800 MHZ BAND RX 806-825 MHZ(TX 851-870 MHZ, 100-
20 WATTS
$ 6,314.00
$ 6,314.00
15%
$ 5,366,90
$ 5,366.90
7
b 448
1
X597 A
ENH: CONVENTIONAL ANALOG OPERATION
525.00
525,00
15%
446.25
446.25
7
c 509
1
X622
ADD: BASE STATION OPERATION
$
15%
$
7
d 509
1
TBD
CABINET OPTION
696,00
$
15%
590,75
$ 590.15
7
e 509
1
X269
ENH: SPECTRA TAC CONVENTIONAL
$ 264.00
$ 254.00
15%
$ 215.90
$ 215.90
7
f 509
1
X432
ADD: MANUAL SERVICE
$ 200,00
$ 200.00
15%
170.00
$ 170.00
7015091
1
U752
ADD: POWER CORD 12 FT AC QTAR
$ 50.00
50.00
15%
$ 42.50
$ 42.50
8
-15091
1
T5365
QUANTAR/QUANTRO FAMILY MODEL
$ 7.850.00
$ 7,850.00
15%
$ 6.672.50
$ 6,672.50
8
a 509
1
X750
ADD: $00 MHZ BAND RX 806-825 MHZ/TX 851-870 MHZ, 100-
20 WATTS
$ 6,314.00
$ 6,314.00
15%
$ 5,366.90
$ 5,366.90
81
b 14481
1 IX597
A
ENH: CONVENTIONAL ANALOG OPERATION
525.00
525.00
15%
E 446.25
446.25
81
cl 509
1 1 IX022
ADD: BASE STATION OPERATION
$
$
15%
$
8
C115091
1
TBq
CABINET OPTION
$
$
15%
$
8
815091
1
X269
ENH: SPECTRA TAC CONVENTIONAL
$ 254.00
$ 254.00
15%
$ 215.90
$ 215.90
8
1`15091
1
X432
ADD: MANUAL SERVICE
$ 200.00
200.00
15%
$ 170.00
1 170.00
8915091
1
U752
ADD: POWER CORD 12 FT AC QTAR
$ 50.00
50.00
15%
$ 42.50
42.50
9
-15091
1
T5365
QUANTAR/QUANTRO FAMILY MODEL
7 850,00
$ 7,850.00
15%
6,672,50
$ 6,672.50
9
a 509
1
X750
ADD: 800 MHZ BAND RX 806-825 MHZM 851-870 MHZ, 100-
20 WATTS
$ 6,314.00
$ 6,314.00
15%
$ 5,366,90
$ 5,366.90
9
b 14481
1 IX597
A
ENH: CONVENTIONAL ANALOG OPERATION
$ 525.00
$ 525.00
15%
$ 446.25
446.25
9
C15091
1 Ix622
ADD: BASE STATION OPERATION
$
15%
$
9
d15091
1 IT130
CABINET OPTION
$
$
15%
$
9
e15091
1 IX269
ENH: SPECTRA TAC CONVENTIONAL
$ 254.00
1 254.00
15%
$ 215.90
215 90
9
f 509
1 IX432
ADD: MANUAL, SERVICE
$ 200.00
$ 200.00
15%
170.00
$ 170,00
9
q 150911
U752
ADD: POWER CORD 12 FT AC QTAR
50,00
$ 50.00
15%
$ 42,50
$ 42.50
10
- 207
2
DSSC488SFISNF
COLLINEAR OMNI 10 DBD STANDARD DUTY RADOME 806-
869 MHZ
$ 1,895.00
$ 3,790.00
8%
$ 1,743.40
$ 3,486.80
11
- 12071500
1
L3323
7/8" AVA HELIAX POLY JKT PER FOOT
$ 7.00
$ 3,500.00
8%
$ 6.44
$ 3,220.00
$
$
12-
12071
1 IDSWIJD86204S
COMB WAV-G 851-869 4CH 7116 ANT 150 KHZ MIN SEP
$ 7,301.00
1 7,301,00
8%
$ 6,716.92
6 716.92
13
- 12071
1 ITDF6670A
MULTICOUPLER RECEIVER 12 CHANNEL
$ 4,635,00
4 635.00
8%
$ 4 26420
$ 4,264,20
14
- 12071
1 IDSRMC80OPF05
OPTIONAL 5 MHZ FILTER KIT FOR RMC TRAY
$ 124200
$ 1,242.00
8%
$ 1,142,64
1,142.64
WATER PLANT
15
-15091
1 IT5365
QUANTAR/QUANTRO FAMILY MODEL
7,850,00
$ 7,850.00
15%
$ 61672,50
$ 6,672.50
15
a 1 509
1
X750
ADD: 800 MHZ BAND RX 806-825 MHZlfX 851-870 MHZ, 100-
20 WATTS
$ 6,314,00
$ 6,314.00
15%
$ 5.366.90
$ 5,366.90
15
b14481
1 IX597
A
ENH; CONVENTIONAL ANALOG OPERATION
525,00
$ 525.00
15%
$ 446.25
$ 446.25
15
cl w9l
1 IX580
ADD: REPEATER OPERATION
$
$
15%
$
$
15
d 1 509
1
X182
ADD: FACTORY INSTALLED DUPLEXER, VHF, UHF, 800, 900
MHZ
$ 1.380.00
$ 1,380.00
15%
$ 1.173.00
$ 1,173.00
15
a 509
1 X52
A
ALT: CABINET 30" 15RU INDOOR
$ 360.00
$ 360.00
15%
$ 306.00
306.00
15
f 509
1 X432
ADD: MANUAL SERVICE
$ 200.00
$ 200.00
15%
$ 170.00
1 170.00
15L-2
1
U752 ADD:
POWER CORD 12 FT AC OTAR
$ 50.00
$ 50.00
16%
$ 42.50
$ 42.50
J$
16
1 DSSC488SFISNF
889
COLLINEAR OMNI 10 DBD STANDARD DUTY RADOME 806-
MHZ
$ 1,895.00
$ 1,895.00
8%
$ 1,743.40
$ 1,743.40
17
250 L3323
718'
AVA HELIAX POLY JKT PER FOOT
$ 7.00
$ 1 750.00
8%
8.44
1,61000
SPECTRUM SITE
18
-17431
3
IT5589
ASTRO TAC SATELLITE RECEIVER
2,900,00
8 700.00
15%
2,465.00
7 395.00
18
a 509
3
X800
ADD: RECEIVER SATELLITE 800 MHZ
$ 1 595.00
$ 4,785.00
15%
1,355.75
4,067,25
15
h 4481
3
X597 A
ENH: CONVENTIONAL ANALOG OPERATION
$ 525.W
1,575.00
15%
446,25
1,338.75
18
b 7431
3
X153
ADD: SATELLITE RX RACK MOUNT HDWR
$
$
15%
$
$
18
c 5091
3
X269
ENH: SPECTRA TAC CONVENTIONAL
$ 254.00
762.00
15%
$ 215.90
$ 647,70
19
- 207
1
DSSC488SFISNF
COLLINEAR OMNI 10 DBD STANDARD DUTY RADOME 806-
869 MHZ
$ 1,895.00
$ 1.895,00
8%
$ 1,743.40
$ 11743.40
20
-12071
50
IL3323
7/8" AVA HELIAX POLY JKT PER FOOT
7.00
350.00
8%
$ 6.44
$ 322,00
21
- 12071
1
TDF6670A
MULTICOUPLER RECEIVER 12 CHANNEL
4,635.00
4 635.00
8%
$ 4,264,20
§ 4,264.20
22
- 12071
1
DSRMC80OPF05
OPTIONAL 5 MHZ FILTER KIT FOR RMC TRAY
$ 1,242.00
$ 1,242.00
8%
$ 1,142,64
$ 1,142.64
RAMADA SITE
23
- 7431
3
T5589
ASTRID TAC SATELLITE RECEIVER
2,900.00
j 8 700.00
15%
$ 2465.00
$ 7,395,00
23
a 5091
3
X600
ADD: RECEIVER SATELLITE 800 MHZ
1,595.00
$ 4 785.00
15%
$ 1 355.75
4,06725
15
1 4481
3
IX597 A
ENH: CONVENTIONAL ANALOG OPERATION
$ 525,00
$ 1,575.00
15%
$ 446,25
$ 1,338,75
23
b 743
3
X153
ADD: SATELLITE RX RACK MOUNT HDWR
$
$
15%
$ -
$
23
c 509
3
X269
ENH: SPECTRA TAC CONVENTIONAL
$ 254.00
$ 762.DO
15%
$ 215,90
$ 647.70
24
- 207
1
DSSC488SF1SNF
COLLINEAR OMNI 10 DBD STANDARD DUTY RADOME 806-
869 MHZ
$ 1,895.00
$ 1,895.00
8%
$ 1,743.40
$ 1,743,40
25
- 207
50
L3323
7/8" AVA HELIAX POLY JKT PER FOOT
7,00
350.00
8%
$ 6.44
$ 322.00
26
- 207
1
TDF6670A
MULTICOUPLER RECEIVER 12 CHANNEL
$ 463500
4,636,00
8%
$ 4,264.20
4 264.20
27
- 207
1
DSRMC80OPFOS
OPTIONAL 5 MHZ FILTER KIT FOR RMC TRAY
1 2 42.00
$ 1,242.00
8%
1 142.64
1 142,64
SPARES
28
- 5091
1
1688108BE90
MANUAL SERV QUANTAR/QUANTRO
$ 208,00
$ 208.00
23%
160.161$
160,16
29
- 5091
1 16881096EOS
MANUAL QUANTER ALL BAND
$ 77.75
$ 77.75
23%
$ 59,87
$ 59.87
30
- 2251
1 ITLN3307
FRU 800 EXCITER
$ 1,200.00
1 200.00
23%
$ 924.00
924.00
31
- 2251
1
TLN3315
FRU 800 RECEIVER
1,200,00
1,200,00
23%
$ 924.00
924.00
32
- 2251
1
TLN3442
FRU 800 100W POWER AMP
3,700.00
3,700.00
23%
$ 2849.00
2,849.00
33
- 5091
1
TLN3260
FRU 626 W AC PS W/BATT REV
A2,300.00
2,300,00
23%
1771.00
1 771.00
34
- 15091
1
CLN1621
FRU: EPIC III CTRL MOD
j 2,000.00
2,000.00
23%
1540.00
1 540.00
35
- 424
1
ORN4304
COMPARATOR KERNEL BOARD
$ 1,578.00
$ 1,578,00
23%
1215.06
$ 1,215.06
36
- 4241
1
QRN4305
BOARD COMPARATOR PERIPHERAL
$ 992.00
992,00
23%
$ 763.84
763.84
37
- 4241
1
ORN4307 IBOARD
COMPARATOR OUTPUT
907.00
907,00
23%
$ 698.39
698,39
38
- 4241
1
ORN4515
BOARD CONTROL XMT
1 601.00
1 601.00
23%
1,232.77
1,232.77
39
- 424
1
ORN4516
BOARD AUDIO EXTERNAL MOUNT
950.00
960,00
23%
$ 731.50
731.50
11
CANOPY EQUIPMENT
40
- TBDI
4
570OBHRF20BC
5.7 Ghz 20M s BACKHAUL MODULE W/ REFLECTOR
$1 795.00
7,180,00
15%
$ 1,525.75
6 103.00
41
- TBD
1
1070CKD13
CLUSTER MANAGEMENT MODULE
$1 395.00
$ 1,395.00
15%
1,185.75
$ 1,185,75
42
- TBD
1
99999
CUSTOM TOWER MOUNT FOR CMM
$3,500.00
$ 500.00
8%
3,220,00
3,220.00
43
- lTBDl
4 1
600SSB
ETHERNET SURGE SUPRESSOR
$30.00
$ 120.00
15%
25,50
$ 102,00
44
- ITBDI
4 1
RRDN6077A
VMUX 4 FXO VOICE CHANNEL
$2,100.00
$ 0,400.00
15%
$ 1,785.00
$ 7,140.00
SPARE CANOPY EQUIPMENT
45
- TBD
1
5700BHRF20BC
5.7 Ghz 20M s BACKHAUL MODULE W/ REFLECTOR
$1 795.00
1795.00
15%
$ 1 525.75
1 525.75
46
- TBD
1
RRDN6077A
VMUX 4 FXO VOICE CHANNEL
$2 100.00
2 100.00
15%
$ 1,785.00
1 785.00
EQUIPMENT LIST PRICE $ 221,959.75
INSTALLATION HARDWARE AND LABOR, CONFIGURATION AND OPTIMIZATION OF
THE RADIO SYSTEM PER ATTACHED DETAIL
DESIGN, ENGINEERING, SPECTRUM ANALYSIS, INSTALLATION LABOR,
CONFIGURATION AND OPTIMIZATION OF THE CANOPY SYSTEM PER ATTACHED
PROJECT MANAGEMENT
ENGINEERING AND SYSTEM INTEGRATION
R-56 ON SITE AUDIT
FREIGHT
EQUIPMENT CONTRACT PRICE $ 191,159.43
INSTALLATION, CONFIGURATION,
OPTIMIZATION, FREIGHT, PROGRAM
MANAGEMENT AND SYSTEM
INTEGRATION PER SOW,
CONTRACT PRICE $ 243,236.00
$ 196,886,12
$ 6,700.00
$ 15.980,00
$ 18,280,00
$ 3,500,00
1 1,889.88
$ 243,236.00
YEAR 1, 24 X 7 WARRANTY WRAP, RADIO SYSTEM $ 10,041,00
YEARS 2.5, 24 X 7 SERVICE CONTRACT, RADIO SYSTEM $ 100,118.36
TOTAL CONTRACT PRICE $ 544,554.79
® MOTOROLA Um o, disdoa me of tNs pupoaat is subject to the rasMctims oa tna t/aa page.
Motorata Coa8d"al Proprietary
May 30, 2W8
UPDATED 616108
06/16/2008 Pagel
City of Tamarac (Schedule B)
Compound Period .......: Annual
Nominal Annual Rate ...: 4.240 %
Effective Annual Rate ..: 4.240 %
Periodic Rate ..............: 4.2400 %
Daily Rate ...................: 0.01162 %
CASH FLOW DATA
Event Start Date Amount
t Number Period
1 Loan 07/01 /2008 544, 554.79 1
2 Payment 07/01 /2009 197,124.02 3 Annual
AMORTIZATION SCHEDULE - Normal Amortization
Date
Loan 07/01 /2008
2008 Totals
1 07/01 /2009
2009 Totals
2 07/01 /2010
2010 Totals
3 07/01 /2011
2011 Totals
Grand Totals
Payment Interest
0.00
197,124.02
197,124.02
197,124.02
197,124.02
197,124.02
197,124.02
591,372.06
INITIAL INSURANCE REQUIREMENT:
0.00
23,089.13
23,089.13
15,710.05
15,710.05
8,018.09
8,018.09
46,817.27
$544,554.79
Principal
0.00
174,034.89
174,034.89
181,413.97
181,413.97
189,105.93
189,105.93
544, 554.79
End Date
07/01 /2011
Balance
544,554.79
370,519.90
189,105.93
0.00
Except as specifically provided in Section five of the Lease hereof, Lessee agrees to pay to Lessor or its assignee the Lease Payments, including the
interest portion, in the amounts and dates specified in the above payment schedule.
LESSEE: LESSOR:
CITY OF TAMARAC Motorola, Inc.
Title:
Date:
By: :
Title: t ; ?Jr
��.w...
Date: '2L <_
CERTIFICATE OF INCUMBENCY
1124 do hereby certify that I am the duly elected or
(Signature of Secretary/Clerk )
appointed and acting Secretary r Clerk of the CITY OF TAMARAC , an entity duly organized and existing
under the laws of the State of Florida that I have custody of the records of such entity, and that, as of the date
hereof, the individuals named below are the duly elected or appointed officers of such entity holding offices set
forth opposite of their respective names. I further certify that (i) the signatures set opposite their respective
names and titles are their true and authentic signatures and (ii) such officers have the authority on behalf of such
entity to enter into that certain Equipment Lease Purchase Agreement number 22954 dated G7� , and
Schedule A number 22954 dated ' a , between CITY OF TAMARAC and Motorola, Inc..
Name Title Signature
L. miuc��rid,in
.(Individual who signed Lease documents should be listed h where applicable)
IN WITNESHEREOF, I hAve executed this certificate and affixed the seal of CITY OF TAMARAC,
hereto this - ay of , 200$.
{Signature of. Secretary/CPerk)
SEAL
E
Fire, ext nded coverage, public liability and property damage insurance for all of the Equipmen listed on Schedule A number 22954 dated
_.-•i? to that certain Equipment Lease Purchase Agreement number 22954 dated "T t '�u's will be maintained by the CITY OF
TANTARAC as stated in the Equipment Lease Purchase Agreement.
'Phis insurance sball name MOTOROLA, INC. or its assignee as loss payee for the term of the Schedule A number 22954 dated
This insurance is provided by:
Name of insurance provider
_ .------- -----
Address of insurance provider
City, State and Zip Code
Thane number of insurance provider
In accordance with the Equipment Lease Purchase Agreement Number 22954, CITY OF TAMARAC , hereby certifies that following
coverage are or will be in full force and effect:
TYPE Amount Effective Expiration Policy
Date Date Number
Firo acid Extended Coverage
Prop, ay Damage
Public Liability
Lessee:
CITY OF TAMARAC
v d h
Y'
Its: G
----------- -
Dais: oe
STATEMENT OF ESSENTIAL USE/SOURCE OF FUNDS
To further understand the essential governmental use intended for the equipment together with an understanding
of the sources from which payments will be made, Ip ease.address the following; questions by completing this
form or by sending a separate letter:
What is the specific use of the equipment?
2. Why is the equipment essential to the operation of CITY OF TAMARAC?
3. Does the equipment replace existing equipment?
If so, why is the replacement being made?
4. Is there a specific cost justification for the new equipment?
If yes, please attach outline of justification.
5. What is the expected source of funds for the payments due under the Lease for
the current fiscal year and future fiscal years?
Lessee: CITY OF TAMARAC
Q>y: ..�-
Its: C —i ✓.
Date: 7ZI�/o�-
EQUIPMENT LEASE PURCHASE AGREEMENT DELIVERY AND
ACCEPTANCE CERTIFICATE
The undersigned Lessee hereby acknowledges receipt of the Equipment described below ("Equipment') and Lessee
hereby accepts the Equipment after full inspection thereof as satisfactory for all purposes of lease Schedule A to the
Equipment Lease Purchase Agreement executed by Lessee and Lessor.
Equipment Lease Purchase Agreement Date:
Lease Schedule A Date: Ir
Equipment Lease Purchase Agreement No.: 22954 Lease Schedule A No.: 22954
EQUIPMENT INFORMATION
QUANTITY MODEL NUMBER EQUIPMENT DESCRIPTION
Equipment referenced in lease Schedule A#
22954 dated . See Schedule A
for a detailed Equipment List.
LESSEE:
CITY OF TAMARAC
\ I\ By:
Date: l�
Bank Qualified
LESSEE CERTIFIES THAT IT HAS DESIGNATED THIS LEASE AS A QUALIFIED TAX-EXEMPT OBLIGATION IN
ACCORDANCE WITH SECTION 265(b)(3) OF THE CODE, THAT IT HAS NOT DESIGNATED MORE THAN $10,000,000 OF
ITS OBLIGATIONS AS QUALIFIED TAX-EXEMPT OBLIGATIONS IN ACCORDANCE WITH SUCH SECTION FOR THE
CURRENT CALENDAR YEAR AND THAT IT REASONABLY ANTICIPATES THAT THE TOTAL AMOUNT OF TAX-
EXEMPT OBLIGATIONS TO BE ISSUED BY LESSEE DURING THE CURRENT CALENDAR YEAR WILL NOT EXCEED
$10,000,000.
Lessee:
CITY OF TAMARAC
V , By:
Title!•-
- 7// 4: � 9 __
Form 8038-G Information Return for Tax -Exempt Governmental Obligations
(Rev. November 2000) Under Internal Revenue Code Section 149 (a)
0 See separate instructions
Daps"'"°""the rras,ary Caution: Use Form 8038-GC if the issue price is under $100,000
Irasmsl Revenue Se Ics
OMB No. 1545-0720
�� Reporting Authority It erne. A -A n........ ('k—L. he.... / f" 1
1 Issuer's name
2 Issuer's employer Identification
CITY OF TAMARAC
3 Number and street (or P. O. box if mail is not delivered to Street address)
Room/suite
4 Report number
7525 NW 88th Ave
2008 -
5 City, town, or post office, state, and ZIP code
6 Date of Issue
Tamarac FL 322U_
7/1 /2008
7 Name of issue
8 CUSIP number
Equipment Lease Purchase Agreement # 22954
N/A
9 Name and title of officer or legal representative whom the IRS may
10 Telephone number of officer or legal representative
call for more information
Levent Sucuoglu
officer or legal representative
ype yr issue tcnecK appucaore coxtes) and enter me Issue price) lee instructions and attacn schedule
11 Education .................................................... 11
12 ❑ Health and hospital .. ............. . . . . . . ....... .... ... .... ..... ... 12
13 Transportation . .. ..... ... ... ... .. ... .. . ..... ..... ..... . ... .. ... 13
14 Public safety ..... ............... .... . ....... .. .. ..... ........ . 14 544,554.79
15 Environment (including sewage bonds) .. ......... ... ........ ...... ... ... .. 15
18 Housing ................................................... 16
17 Utilities..................................................... 17
1$ 0/18
Other. Describe (sae instructions)
19 If obligations are TANS or RANs, check box / If obligations are BANs, check box FVM
20 If obligations are in the form of a lease or installment sale, check box /
el�:lielleteti UesCrinTia l nr t)nntiatlArfSe i(:mmnlata tnr tha antirm iccl IC fnr Whii+h fhio fnrm io hoinn CI —Al
(a) Final Maturity date
(b) Issue Price
( c) Stated redemption
price at maturity
(d) Weighted
average maturity
a Yield
21 7/1/2011
544,564.79
N/A
3 years
4.24%
-
uses or rroceeas oT tionas Issue incivain underwriters, discount
N/A
22
Proceeds used for accrued interest I ........ .. ....... . .. .. ... .... ... ... .. ........
22 0.00
23
Issue Price of entire issue (Enter amount from line 21, column (b) ... ..............
........
23
24
Proceeds used for bond issuance costs (including underwriters' discount) .......... .. .
24
25
Proceeds used for credit enhancement ................ . . .. .. ...... . ..
25
26
Proceeds allocated to reasonably require reserve or replacement fund .............
26
27
Proceeds used to currently refund prior issues ... ......... . ....... .... ...
27
28
Proceeds used to advance refund prior issues .......... ... .. .. ... .... . ..
28
29
Total (add lines 24 through 28) ... .. ....... ...... . . .........................
....
29
30
Noniefundin proceeds of the issue subtract line 29 from line 23 and enter amount here
30
Description of Refunded Bonds (Complete this part only for refunding
bonds. N/A
31
Enter the remaining weighted average maturity of the bonds to be currently refunded ....... ..
. ... .. ... / years
32
Enter the remaining weighted average maturity of the bonds to be advanced refunded ... . .. ..
. .... .... 0 years
33
Enter the last date on which the refunded bonds will be called .. . . . . . . . . .. . . .. . . . .
. . . . . . . . . . /
34
Enter the dates(s) the refunded bonds were issued /
gimiga Miscellaneous WA
35 Enter the amount of the state volume cap allocated to the issue under section 141 (b)(5) .. .... . .... .. .....E37a
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions)
b Enter the final maturity date of the guaranteed investment contract /
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box / and enter the name of the
issuer and the date of the issue /
38 If the issuer has designated the issue under section 265 (b)(3)(8)(i)(1II) (smaller issuer exception), check box . ..... .......... /
39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ... . ......... ...... ... .. ... .. . .. /
40 If the issuer has identified a hedge, check box ... . .. . .. /
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and
Plbelief, they are true, correct and complete.
ease
Sign
Here