R00-037RESOLUTION NO. R 00-,~'
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING
AND DIRECTING THE MAYOR AND CITY CLERK TO
EXECUTE AN INTERLOCAL AGREEMENT BETWEEN
THE SOUTH PALM BEACH COUNTY
COMMUNICATIONS COOPERATIVE AND PALM
BEACH COUNTY; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, each of the parties to this Agreement have established via
interlocal Agreement the South Palm Beach County Communications
Cooperative for the purpose of expanding the geographic use of available
frequencies for mutual assistance and daily activities and the establishment and
operation of radio communication systems; and
WHEREAS, it is deemed mutually advantageous to enter into this
Agreement which set forth the parameters under which the radio systems of the
Cities and the CountY can be connected saving the taxpayers money of both the
County and the Cities as well as the opportunity to receive the public safety
benefit of interoperability; and
WHEREAS, Section 163.01, Florida Statutes authorizes local
governments to cooperate with other localities on the basis of mutual advantage.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION
OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
Section 1. The City Commission of the City of Boynton Beach, Florida
hereby authorizes and directs the Mayor and City Clerk to execute an Interlocal
Agreement between THE South Palm Beach County Communications
Cooperative and Palm Beach County providing for expansion of the geographiC
use of available frequencies for mutual assistance and daily activities and the
establishment and operation of radio communications systems, said Agreement
being attached hereto as Exhibit "A".
Section 2. This Resolution shall become effective immediately upon
passage.
PASSED AND ADOPTED this
ATTEST:
. day of March, 2000.
~ice Mayor
m
Commissioner
Commissioner
aid - SPBC - County of PB
INTE~OC~ AGREEMENT
This INTERLOCAL AGREEMENT, is made and entered into this day of ,2000, by
and between PALM BEACH COUNTY, a political subdivision of the State of Florida
("COUNTY") and the cities of BOCA RATON ("BOCA RATON") and DELRAY BEACH
("DELRAY BEACH") and BOYNTON BEACH ("BOYNTON BEACH"), each a separate
municipal corporation existing Under the laws of the State of Florida.
WITNESSETH
WHEREAS, the Cities of Boca Raton, Delray Beach, and Boynton Beach, have established
via inteflocal Agreement the South Palm Beach CoUnty Public Safety Communications
Cooperative for the purpose of expanding the geographic use of available frequencies for
mutual assistance and daily activities and the establishment and operation of radio
communications systems; and
WHEREAS, the COUNTY has committed to the purchase, design, installation, and operation
of an 800 MHz Tnmked Radio System to meet the needs of the Palm Beach County Sheriffs
Office, Palm Beach County Fire Rescue, Palm Beach County Emergency Management
Service, and various Palm Beach County general government agencies; and
WHEREAS, the COUNTY and the Cities have determined that the ability to provide
interoperable systems is critical to the effective and efficient provision of public safety
services; and
WHEREAS, it has been determined mutually beneficial to all Parties to exeeute this
Agreement which sets forth the parameters under whieh the radio systems of the Cities and
the COUNTY can be connected saving the taxpayers money of both the COUNTY and the
Cities as well as the opportunity to receive the public safety benefit ofinteroperability; and
WHEREAS, Section 163.01, Florida Statutes, permks public agencies to enter into Interlocal
Agreements to jointly exercise any Power, privilege, or authority which such agencies share
in common and which each might exercise separately:
NOW THEREFORE, in conjunction with the mutual covenants, promises and representations
contained herein the parties hereto agree as follows.
SECTION 1: Purpose
The purpose of this Agreement is to set forth the parameters under which the
COUNTY will make specific components of its 800 MHz Trunked Radio System available to
the COOPERATIVE in order to facilitate the planning, design and installation of the
COOPERATIVEs communication systems in the short term and, in the long term, provide
Page 1 of 14
for interoperable radio communications between the COUNTY and the cities participating
in the COOPERATIVE.
SECTION 2: Definitions
2.01
communications
Boynton Beach.
BOYNTON BEACH Site The City of Boynton Beach's primary radio
site located in Tract B, Rolling Green Ridge Second Addition, City of
2.02 Central Hub The Central Hub consists of the radio communications
system operated by the City of West Palm Beach and includes those cities utilizing the
system through interlocal agreement with the City of West Palm Beach.
2.03 Cities The City of Boca Raton, the City of Delray Beach, and the City
of Boynton Beach, as individual entities, but used in context of this Agreement to mean each
city acting in the collective.
2.04 City-County Roaming Talk Group Talk groups established on a
municipal radio communications system for which the SmartZone controller will assign
channel resources on the County's communications systems when units from the talk group
are registered on the System.
2.05 Common Countywide Talk Groups Talk groups established on the
County's communications system that are made available to municipalities and other non-
County agencies. These talk groups must be programmed into agency radios and be selected
by the user.
2.06 Controller The Controller is the group of equipment components that
provide audio routing and control signaling functions required to interface various
independent communications system and provides interoperable operations between the
individual systems.
2.07 COOPERATIVE The South Palm Beach County Public Safety
Communications Cooperative which was established by BOCA RATON, DELRAY BEACH
AND BOYNTON BEACH to collectively provide a radio communications system which
provides radio communications for the three cities. All references to the COOPERATIVE
shall also refer to each of the Cities of Boca Raton, Dekay Beach and Boynton Beach and to
the approval of all actions of the COOPERATIVE by the Cities pursuant to the Inteflocal
Agreement establishing the COOPERATIVE dated 2/2/98.
2.08 COOPERATIVE's System The 800 MHz trunked radio system or systems,
funded, purchased, installed, maintained and owned by the COOPERATIVE or the individual
cities. The system, or systems, shall include the _fixed network and field radio transmitting
Page 2 of 14
and receiving equipment, microwave equipment and/or leased communication transport
lines as required for communications between sites, dispatch center equipment and facilities
required for the operations of each city's public safety and government services functions,
and the towers and physical facilities require to house and maintain the system equipment.
2.09 Microwave System A communications system utilizing frequencies in
the microwave range to route audio and control signals between sites in a multi-site
communications system.
2.10 North Hub The North Hub is a COOPERATIVEly established
communications system proposed to be developed by the municipalities in the northern
County area.
2.11 parties All entities that have executed this Agreement Which include
the COUNTY, BOCA RATON, DELRAY BEACH AND BOYNTON BEACH.
2.12
Prime Site The location of the COUNTY's SmartZoneTM Controller.
2.13 Roaming Feature A feature of the SmartZone controller that allows
units from specified talk groups to register onto communications systems associated with
the SmartZone controller when beyond the coverage of their primary system. Additionally
these talk groups are assigned communications channels on the systems where units
registered when there is talk group activity.
2.14 South Hub The South Hub refers to the communications system,
facilities and operations proposed by the South Palm Beach County Communications
COOPERATIVE.
2.15 System The 800 MHz Trunked Radio system funded, purchased,
installed, maintained and owned by the County. The system will include fixed and field
transmitting and receiving equipment, a microwave system for communications between
sites, remote and prime site control and management equipment, dispatch consoles and
related equipment and a SmartZone controller located at the prime site.
SECTION 3: COUNTY'S 800 MHz Trtmked Radio System
3.01 The COUNTY will purchase, install, and operate a SmartZoneTM Controller,
capable of expansion to 48 ports, at its Prime Site. The COUNTY will solely fund the
purchase and own the Controller. The COUNTY will allow the COOPERATIVE to connect
to the Controller utilizing a maximum of 6 ports. The COOPERATIVE acknowledges that the
COUNTY has upsized the Controller to be able to accommodate the capacity requirements
of the COOPERATIVE as transmitted to the COUNTY on August 28, 1998. The
COOPERATIVE also acknowledges that by entering into this Agreement, the COUNTY must
Page 3 of 14
increase the capacity of the Controller to a level sufficient to accommodate the anticipated
requirements of the South, Central and North Hub as conceptualized in the Countywide
Public Safety Communications System for Municipalities prepared in 1995.
3.02 Subject to Section 3.06, the COOPERATIVE agrees to pay its fair share
of the operation and maintenance costs associated with the Controller on pro rata basis. The
operations and maintenance costs to be included are: system administration costs (which
includes personnel costs), utilities, equipment, software and component renewal,
replacement costs, and controller maintenance costs (which may be out-sourced or
performed by the County).
3.03 Subject to Section 3.06, the COOPERATIVE will be solely responsible
for any and all permitting and/or licensing costs associated with its use of the Controller.
3.04 Subject to Section 3.06, the COOPERATIVE will be solely responsible
for any and all costs associated with the purchase of equipment components, modules,
interfacing hardware and the installation services required to utilize the SmartZoneTM
Controller.
3.05 The COOPERATIVE agrees that only the COUNTY will connect to,
expand, or otherwise modify System components which are owned by the COUNTY. The
COOPERATIVE will fund such actions to be undertaken by the COUNTY on the
COOPERATIVE's behalf, and pursuant to the terms of this Agreement.
3.06 The COOPERATIVE will onlybe financially responsible for those actions
undertaken on the COOPERATIVE's behalfwhenthe COOPERATIVE has agreed to the costs
in writing prior to commencement of the activity.
3.07 In order to facilitate the COOPERATIVE's needs, the COUNTY agrees
to make the SmartZone Controller available to the COOPERATIVE within 30 days of the
COUNTY's acceptance of the SmartZone Controller and the Prime Site. Acceptance is
defined to be when Motorola has fulfilled its contract requirements for the SmartZone
Controller and the site and building improvements of the Prime Site, regardless of the
progress/status of the remainder of the contract requirements or project status. The
COOPERATIVE acknowledges that the microwave communications system will not be in
place at the time of early acceptance of the SmartZone Controller and the Prime Site, and
will be solely financially responsible for the communications costs associated with
transporting the signals to the Prime Site.
Page 4 of 14
SECTION 4: COUNTY'S Digital Microwave Communications System
4.01 Pursuant to a separate agreement between the COUNTY and BOYNTON
BEACH, the COUNTY will locate digital microwave communications equipment at the
Boynton Site. The COUNTY will allow the COOPERATIVE to use the microwave system as
a communication path between the COOPERATIVE and the Controller located at the
COUNTY's Prime Site.
4.011 At the time of execution of this agreement it is anticipated by the
COOPERATIVE that Boynton Beach will solely utilize the 6 T1 capacity in the
Microwave System reserved for use by the COOPERATIVE pursuant to
separate agreement and that Delray Beach and Boca Raton will transport from
their systems to the COLTNTY's Prime Site via leased Tls and not via the
Microwave System, If that continues to be the case, ail references to ~the
COOPERATIVE~ in Sections 4.02 through 4.05 will change to Boynton Beach.
4.012 If Delray Beach and Boca Raton subsequently decide to utilize the
Microwave System directly from their respective systems to the COUNTY's
Prime Site, the individual City will be totally responsible for all costs
associated with the purchase, instailation, ownership, operations and
maintenance of equipment solely for its benefit. The provisions of Section
4.03, 4.04 and 4.05 will aiso then apply to Dekay Beach and/or Boca Raton.
4.02 The COUNTY will be responsible for the purchase, installation,
ownership and physicai maintenance and operation of the microwave equipment at the
Boynton site. The COOPERATIVE agrees to pay its fair share of the operation and
maintenance costs associated with the Microwave System between the Boynton site and the
COUNTY's Prime Site, on pro rata basis. The operations and maintenance costs to be
included are: system administration costs (which includes personnel costs), utilities,
equipment, software, and component renewal and replacement costs, and microwave
equipment maintenance costs (which may be out-sourced or performed by the County),
4.03 Subject to Section 3.06, the COOPERATIVE will be solely responsible
for all costs associated with interfaces between the Microwave System and the
COOPERATIVE's radio system.
4.04 The COOPERATIVE agrees that only the COUNTY will connect to,
expand, or otherwise modify Microwave System components which are owned by the
COUNTY. Subject to Section 3.06, the COOPERATIVE will fund such actions to be
undertaken by the COUNTY on the COOPERATIVE's behaif, and pursuant to the terms of
this Agreement.
Page .5 of 14
4.05 The COOPERATIVE must provide conceptual design d~tails, space
requirements, power needs and capacity requirements for their interface requirements for
both the Boynton site and the COUNTY's prime site. Adequate time shall be allowed for
the COUNTY to review and respond to the requirements, and any modifications necessary
on behalf of the COOPERATIVE shall not impact the schedule or cost of the COUNTY's
System.
SECTION 5: COOPERATIVE's Notification of Intent to Participate and Conditions
Precedent to COOPERATIVE's Participation
5.01 The COOPERATIVE agrees to provide the COUNTY with adequate
written notice of its intent to utilize the Controller. Such notice will include the date upon
which it desires to connect, necessary capacity requirements, as well as evidence
documenting BOCA RATON'S, DELRAY BEACH'S, AND BOYNTON BEACH'S financial ability
to implement the COOPERATIVE's radio system. Notice which does not include such
financial information will not be considered adequate notice by the COUNTY.
5.02 Within 40 days of the receipt of the Notice described in Section 5.01,
the COUNTY shall provide the COOPERATIVE with a cost estimate associated with the
COOPERATIVE's connection to the Controller. The estimate provided by the COUNTY shall
include supporting cost documentation from MotorOla on those items which it will directly
provide and/or install. The COOPERATIVE will review the estimate and provide to the
COUNTY funding in an amount equal to the estimate so that the COUNTY may undertake
the equipment additions and modifications to accommodate the COOPERATIVE's
interconnection to the COUNTY's Controller interface. In the event that the actual costs are
less than the estimate, the remaining funds will be returned to the COOPERATrVE. The
COUNTY must receive the funds no later than 60 days prior to the connection date
identified in the notice described in Section 5.01. Failure of the City to provide such funding
by this time, may delay the actual date of connection to the Controller.
5.03 Upon receipt by the COUNTY of the COOPERATrVE's notice pursuant
to Section 5.02, the COUNTY and the Cities will commence negotiations and enter into an
interlocal agreement which addresses, at a minimum, the following items.
5.031 The method of calculation for the operation and maintenance fees
associated with the Controller, pursuant to Section 3.02 of this Agreement.
5.032 The method of calculation for the operation and maintenance fees
associated with the Microwave System, pursuant to Section 4.02 of this
Agreement.
Page 6 of 14
5.033 The timing and manner of payment of operation and maintenance fees
to the COUNTY. This section will also identify the frequency by which the fee
schedule will be updated.
5.034 Identification of the documentation necessaryto demonstrate that any
and all permitting or licensing fees have been or will be paid by the
COOPERATIVE or the Cities, which are specific to the COOPERATIVE or the
Cities use, to the appropriate permitt~g or licensing entity.
5.035 The means and methods of interoperability between the individual
agencies and establishing control and management methods, authority levels
and authority appointments required to administer interoperable
communications between participating agencies will be a section of the
agreement. This part of the agreement shall establish the administrative
authority, the software and hardware mechanisms, and the operational
methods required to protect participating systems from unauthorized or
excessive loading, to manage, modify, and maintain the unit identification,
talk group configuration, and talk group assignment data for the participating
systems, and to define the methods of operation required to coordinate inter-
system activities.
5.036 The amount and manner of involvement of the COOPERATIVE in the
daily and on-going administration of the System.
5.037 Provisions for notification of times when the System will be out of
service for planned maintenance or modification, as well .as notification in the
event of fai!ure or emergency.
5.038 The term of use of the System by the COOPERATIVE.
5.04 The COOPERATIVE will not be permitted to connect to the System until
such inteflocal agreement is executed by the COUNTY and the Cities.
SECTION 6: System Capacity Forecast Assumptions
The COUNTY and the COOPERATIVE agree that it would be mutually beneficial to
maximize the number of city-county talk groups with capabilities for System-wide roaming.
The system design forecast does not project any System capacity is available to achieve this
objective. However, as the System is used, the COUNTY will have actual System use data
that can be used in lieu of the System use assumptions used for the original system capacity
projection. The COUNTY agrees to periodically reevaluate law enforcement's use of the
System compared to the use projections. The specifics of this evaluation are identified in
Attachment A to this Agreement.
Page 7 of 14
SECFION 7: COOPERATIVE's Acknowledgement of COUNTY Expenditure
The COOPERATIVE acknowledges that by entering into this Agreement, the COUNTY
has allowed the COOPERATIVE to save in excess of $1,000,000 as well as avoid costs
associated with establishing a microwave link from the Boynton site to the Prime Site in
excess of $125,000.
SECTION 8: COUNTY'S Obligations to COOPERATIVE's System
Nothing in this Agreement shall represent a commitment by the COUNTY, or shall
be construed as intent by the COUNTY, to fund any portion of the COOPERATIVE's System.
SECTION 9: Frequencies
The Parties agree that the frequencies held by Palm Beach County and the
frequencies held bythe COOPERATIVE shall be separate and shall be implemented and used
at the sole discretion of the individual parties.
SECTION 10: Liability
The parties to this Agreement and their respective officers and employees shall not
be deemed to assume any liability for the acts, omissions and negligence of the other party.
Further, nothing herein shall be construed as a waiver of sovereign immunity by either
party, pursuant to Section 768.28, Florida Statutes.
SECTION 11: Term of Agreement
The term of this Agreement shall be for a period of four (4) years from execution.
The Agreement may be renewed for a period of (2) years upon written modification by all
Parties.
SECTION 12: Amendments to this Agreement
12.01 This Agreement may be amended from time to time by written amendment
by all Parties.
12.02 In the future, if the County enters into an agreement(s) with other
municipalities which terms are more favorable than those contained in this Agreement, the
County agrees to amend this agreement, by written amendment executed by the County
Administrator or his designee, the Director of Facilities Development & Operations to match
the more favorable. This provision does not apply to Sections 3.01, 4.01, 4.02, and 7 of this
Agreement.
Page 8 of 14
SECTION 13: Termination
13.01 This Agreement may be terminated by any party at any time prior to receipt
of notice pursuant to Section 5.01, with or without cause, and with 60 days notice to all
other Parties.
13.02 After receipt of notice pursuant to Section 5.01, the COUNTY can only
terminate if the Parties fail to enter into an agreement pursuant to Section 5 of this
Agreement, or as a result of any other default by the Cities pursuant to this Agreement.
SECTION 14: Annual Budget Appropriations
The COUNTY'S and Cities' performance and obligation to pay pursuant to this
Agreement are contingent upon annual appropriation for its purpose by the Board of County
Commissioners and each individual City Coundl.
SECTION 15: Notices
Any notice given pursuant to the terms of this Agreement shall be in writing and
done by Certified Mail, Return Receipt Requested. The effective date of such notice shah be
the date of receipt, as evidenced by the Return Receipt. All notices shall be addressed to the
following:
As to the COUNTY:
Director, Facilities Development & Operations
3323 Belvedere Road, Building 503
West Palm Beach, Florida 33406
With copy to:
Director of Communications Division
3323 Belvedere Road, Building 505
West Palm Beach, Florida 33406
County Attorney's Office
301 North Olive Ave, Suite 601
West Palm Beach, Florida 33402
Page 9 of 14
As to BOCA RATON:
City Manager
City of Boca Raton
201 W. Palmetto Park Rd.
Boca Raton, F1 33432
With copy to:
Chief of Police
City of Boca Raton
100 NW Boca Raton Blvd
Boca Raton, Fl. 33432
As to DELRAY BEACH:
City Manager
City of Delray Beach
100 NW First Ave.
Delray Beach, Fl. 33444
With copy to:
Chief of Police
City of Delray Beach
300 W. Atlantic Ave
Delray Beach, FL 33444
As to BOYNTON BEACH:
City Manager
City of Boynton Beach
100 E. Boynton Beach Blvd.
Boynton Beach, Fl. 33435
With copy to:
Chief of Police
City of Boynton Beach
100 E. Boynton Beach Blvd.
Boynton Beach, Fl. 33435
Page 10 of 14
SECTION 16: Applicable Law/Enforcement Costs
This Agreement shall be governed by the laws of the State of Florida. In the event
that any action, or suit proceeding is commenced with respect to the interpretation or
enforcement of this Agreement, the prevailing party in such action, suit, or proceeding shall
be entitled to recover all costs, expenses and fees including without limitation, reasonable
attomey's fees, incurred by such party in connection therewith.
SECTION 17: Filing
A copy of this Agreement shall be filed by Palm Beach County with the Clerk of the
Circuit Court in and for Palm Beach County.
SECTION 18: Delegation of Duty
Nothing contained herein shall be deemed to authorize the delegation of the
Constitutional or Statutory duties of any party.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day
and year first written above.
ATTEST:
DOROTHY H. WILKEN, Clerk
PALM BEACH COUNTY, FLORIDA BY ITS
BOARD OF COUNTY COMMISSIONERS
BY: BY:
Legal Sufficiency:
Chair
County Attorney
Page 11 of 14
CITY OF BOCA RATON, Clerk
CITY OF BOCA RATON, BY ITS CITY
COMMISSIONERS
BY:
BY:
Mayor
Legal Sufficiency:
City Attorney
CITY OF DELRAY BEACH, Clerk
CITY OF DELRAY BEACH, BY ITS CITY
COMMISSIONERS
BY:
BY:
Mayor
Legal Sufficiency:
City Attorney
CITY OF BOYNTON BEACH, Clerk
Legal Sufficiency:
City Attorney
CITY OF BOYNTON BEACH, BY ITS crrY
COMMISSIONERS
Cw_~' Mayor
..~.0~0~*. ~ ~
LIIll~
Page 12 of 14
Attachment A
System Capacity Forecast Re-evaluation
In order to implement Section 6 of the Agreement, the COUNTY agrees to the following.
Two (2) years after final acceptance of the System and complete migration of PBSO to the
system and every three (3) years thereafter, the forecast of System capacity will be re-
evaluated. The re-evaluation will entail the substitution of actual System use data for
System use assumptions used to determine System capacity. The re-evaluation will be done
by performing an Erlang study based on actual system usage data, actual unit quantities and,
revised unit quantity growth for the remaining system build-out.
The System use assumptions used to determine the original system capacity projections are
identified as follows:
System Build-out: 2013
Number of Voice Channels: 27 (See note below)
Galculation Model: Erlang-G
Standard Call- Seconds/Units: 3.778 seconds
Loading: Gall/Hour/Unit: 1.7036 call-seconds
Working Ghannel Overhead: 0.5 seconds
Maximum Acceptable Delay: 1 second
Average Message: 4.278 seconds
Offered Load: 14.3634 erlangs
Basic Grade of Service: 0.20 percent
Delayed Gall Grade of Service: 0.01 percent
Percentage of Time each Ghannel in Use: 53.2%
Agency Parameters:
Law Enforcement Fire-Rescue/EMS Gen. Govern.Total
Unit Quantity by 2013
Peak Erlang by 2013
3412 1405 2278 7095
6.91 2.84 4.61 '14.36
Note: Implementation of two additional channels capable of countywide coverage is
required to meet the operational minimums for the full 15 year system life cycle.
To determine the availability of system capacity to support city-county talk groups, the
above assumptions will be compare with actual use data and the assumptions will be
adjusted accordingly for law enforcement. Using the adjusted parameters an Erlang-C study
shall be performed to determine capadty usage.
Page 13 of 14
In the event that the re-evaluation indicates that overall law enforcement usage is less than
that computed by the assumptions (including the projected growth in number of COUNTY
law enforcement radios and the actual use for those projected radios), the COUNTY will re-
direct that law enforcement capacity difference to allow for certain talk groups to have the
roaming feature activated. Municipalities proposing roaming talk groups shall provide
Erlang study data to demonstrate the identified available capacity can support the call traffic
from the proposed city-county talk groups. To ensure comparable Eflang study results,
municipal studies shall be based on the same methods and calculation model as used for the
County's study.
The number of specific city-county talk group to use the roaming feature will be based on
an evaluation of all city-county talk groups, capacity needs for each talk group, the capacity
available, the number of radios with access to the talk group, the risk/stress involved in
activities using each talk group, and any monitoring requirements.
All cities in the County will be able to participate in the identification of law enforcement
city-county talk groups for consideration to go to System-wide roaming. The COOPERATIVE
acknowledges that any capacity which may be re-assigned to enable city-county talk groups
with the roaming feature is available to all cities in the County not only those in which the
COOPERATIVE routinely partidpates.
As the System has countywide coverage it will not be necessary for COUNTY users to
activate a roaming feature. As a result, any costs associated with the re-programming of
subscriber units and the SmartZone Controller will be borne in its entirety by the entity
proposing the city-county talk group.
The re-assignment of any capacity initially forecasted to fire rescue and general government
users, is at the sole discretion of the COUNTY.
h:southubagr
Page 14 of 14
MOTOROLA SOFTWARE LICENSE AGREEMENT- EXHIBIT B.
This Software Licen_se Agreement is between Motorola, Inc., a Delaware corporation ("Motorola"), and the
Licensee listed on Page 3.
Section 1 SCOPE
Licensee may acquire from Motorola's Commemial, Government, and Industrial Solutions Sector CCGISS")
radio communication products ("Products") that contain embedded or pre-loaded Motorola software such as in a
ROM, PROM, or EPROM, or other Motorola software provided on media sUch as a floppy disk, tape, diskette, or
CD-ROM. All such software (including Radio Service Software and FLASHport® Software) is referred to as
"Motorola Software." In addition, third party software may be included which Motorola does not own but is
licensed to distribute. The terms of this Agreement apply to any such third party software unless an additional
license agreement pertaining to the third party software is enclosed, in which case the terms of such license apply
to said third party software. This Agreement contains the terms under which Licensee may use Motorola
Software acquired from CGISS.
Section 2 GRANT OF LICENSE
Motorola hereby grants to Licensee a personal, non-exclusive license under Motorola's applicable proprietary
rights to use Motorola Software in accordance with the terms of this Agreement.
Section 3 LIMITATIONS ON USE
Licensee may use Motorola Software only for Licensee's internal business purposes and- only as described in the
Motorola Software or Product documentation. Any other use 'of Motorola Software is strictly prohibited and will
be deemed a breach of this Agreement. Licensee may not copy, modify, adapt, merge with other software,
reverse engineer, prepare derivative works of, or disassemble any: Motorola Software for any reason, except that
Licensee may make at most two copies of Motorola Software provided with infrastructure equipment for back-up
purposes. Licensee must purchase a copy of Radio Service Software for each site at which Licensee uses Radio
Service Software; Licensee may make one additional copy for each computer owned or controlled by Licensee at
each such site. Licensee may temporarily use Radio Service Software on portable or lap-top computers at other
sites. Prior to acquiring any Radio Service Software or upon Motorola's request, Licensee must provide a written
list of all sites where Licensee uses or intends to use Radio Service Software. Licensee must reproduce all
Motorola copyright and trademark notices on all copies of Motorola Software.
Section 4 TRANSFERS
If Licensee transfers ownership of Products to a third party, Licensee may assign its rights to use Motorola
Software (other than Radio Service Software and FLASHport® Software) embedded in or furnished for use with
those Products provided that (a) Licensee transfers all copies of such Motorola Software to the new owner and (b)
Motorola receives a transfer form (which Motorola will provide upon request) completed and signed by the new
owner. Otherwise, Licensee may not transfer or make available any Motorola Software to any third party.
Section 5 OWNERSHIP AND TITLE
Title to all copies of Motorola Software in any form, including all rights in patents, copyrights, trade secrets, and
other intellectual properties, remains vested exclusively in Motorola.
Section 6 CONFIDENTIALITY
Licensee acknowledges that all Motorola Software contains valuable proprietary information and trade secrets and
that unauthorized dissemination, distribution, modification, reverse engineering, disassembly, or other improper
Page 1 (Rev. 03/10/00)
MOTOROLA SOFTWARE LICENSE AGREEMENT- EXHIBIT B, I
I
use of Motorola Software will result in irreparable harm to Motorola for which monetary damages would be
inadequate. Accordingly, Licensee will limit access to Motorola Software to those of its employees and agents
who need to use Motorola Software for Licensee's internal business purposes, and Licensee will take appropriate
action with those employees and agents to preserve the confidentiality of Motorola Software.
Section 7 LIMITED WARRANTY
For the Warranty Period specified in the Communications System Agreement, Motorola warrants that the
Motorola Software, when used properly, will be free from reproducible defects that eliminates the functionality of
a feature critical to the primary functionality of a system. The primary functionality .of a voice communication
system is subscriber-to-subscriber, subscriber-to-dispatcher, and dispatcher-to- subscriber voice communication.
The primary functionality of a data system is point-to-point data transmission. Motorola does not warrant that
Licensee's use of the Motorola Software or the Products will be uninterrupted or error-free or that the Motorola
Software or the Products will meet Licensee's particular requirements. This limited software warranty does not
include any warranty covering the processing of date data from, into, and between the year 1999 and the year
2000. Any such warranty would be provided expressly in a separately executed agreement. MOTOROLA'S
TOTAL LIABILITY, AND LICENSEE'S SOLE REMEDY, FOR ANY BREACH OF THIS WARRANTY
WILL BE LIMITED TO, AT MOTOROLA'S OPTION, REPAIR OR REPLACEMENT OF THE MOTOROLA
SOFTWARE OR PAYMENT OF LICENSEE'S DIRECT DAMAGES LIP TO THE AMOUNT PAID TO
MOTOROLA FOR THE MOTOROLA SOFTWARE OR THE INDIVIDUAL PRODUCT IN WHICH THE
MOTOROLA SOFTWARE IS EMBEDDED OR FOR WHICH IT WAS PROVIDED. THIS WARRANTY
EXTENDS ONLY TO THE FIRST LICENSEE; SUBSEQUENT TRANSFEREES MUST ACCEPT THE
MOTOROLA SOFTWARE "AS IS" AND WITH NO WARRANTIES OF ANY KIND. MOTOROLA
DISCLAIMS AI.I. OTHER WARRANTIES, EXPRESS' OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Section 8 LIMITATION OF LIABILITY
IN NO EVENT WILL MOTOROLA BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Section 9 TERM AND TERMINATION
Licensee's right to use Motorola Software will begin when Licensee sends a duly executed copy of this
Agreement to Motorola, and either (a) Motorola returns a fully executed Agreement to Licensee or (b) Motorola
ships Motorola Software or a Product containing Motorola Software to Licensee, and will continue in perpetuity
unless terminated as follows. Licensee's right to use Motorola Software will terminate without notice upon a
breach of this Agreement by Licensee. In addition, if Licensee breaches this Agreement with respect to Radio
Service Software or FLASHport~ Software, Motorola may, by notice to Licensee, terminate Licensee's right to
use such Motorola Software. Upon termination, Motorola will be entitled to immediate injunctive relief without
proving damages and, unless Licensee is a sovereign government entity, Motorola will have the right to repossess
all Radio Service Software and FLASHport® Software in Licensee's possession. Within thirty days after
termination of Licensee's right to use any Motorola Software, Licensee must certify in writing to Motorola that all
copies of such Motorola Software have been returned to Motorola or destroyed.
Section 10 NOTICES
All notices, consents, and waivers permitted or required under this Agreement will be deemed given upon receipt
and must be delivered in writing to the below addresses. Change of address must be in writing to the other party.
Page 2 (Rev. 04/01/99)
MOTOROLA SOFTWARE LICENSE AGREEMENT- EXHIBIT B. I
COOPERATIVE
City of Boca Raton
Attn.: Deputy Chief Ken Pachnek
100 N.W. Boca Raton Blvd.
Boca Raton, FL 33432
Motorola, Inc.
Attn: Contract and Compliance Manager
8000 West Sunrise Boulevard, Room 1189
Plantation, FL 33322
Section 11 GENERAL
A. COPYRIGHT NOTICES. The existence of a copyright notice on Motorola Software will not be
construed as an admission or presumption that public disclosure of Motorola Software or any trade secrets
associated with Motorola Software has occurred.
B. CAUSES OF ACTION. Licensee.must bring any action under this Agreement within one year after the
cause of action arises.
C. WAIVERS. No waiver of a right or remedy of a party will constitute a waiver of another right or remedy
of that party.
D. -ASSIGNMENTS. Motorola may assign any of its rights or subcontract any of its obligations unde~ this
Agreement, or encumber or sell any of its rights in any Motorola Software, without prior notice to or consent of
Licensee.
E. ENTIRE AGREEMENT AND AMENDMENT. This Agreement contains the parties' entire agreement
regarding Licensee's use of Motorola Software and may be'amended only in a writing signed by both parties,
except that Motorola may modify this Agreement as necessary to comply with applicable laws and regulations
including FCC regulations.
F. GOVERNING LAW. This Agreement will be governed by the laws of the State of Florida.
Page 3 (Rev. 04/01/99)
MOTOROLA SOFTWARE LICENSE AGREEMENT - EXHISlT B, I
In witness whereof, the parties have caused duly authorized representatives to execute this Agreement on the
dates set forth below.
LICENSEE:
SOUTH PALM BEACH COUNTY PUBLIC SAFETY COMMUNICATIONS COOPERATIVE
Attest:
By: By:
CITY OF BOCA RATON
(Designated Authority)
Approved as To Form:
By:
(City Attorney)
Attest:
By: By:.
CITY OF DELRAY BEACH
(Designated Authority)
Approved as To Form:
Attest:~'
Date: March 24, 2000
By:
By:
(City Attorney)
_ / (Designate~d~ Authority)
Approved as To Form:
By:
(City Attorney)
Attest:
MOTOROLA, INC.
By:~
A~llroved l.~ TO Fon~
I~IOTOR(~..A
Cor,,'a-acts & Comp~m~m
Page 4 (Rev. 04/01/99) ,j