R17-112 1 RESOLUTION NO. R17-112
2 I
3
4 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA,
5 AUTHORIZING THE CITY MANAGER TO SIGN REQUIRED
6 DOCUMENTS UPON CITY ATTORNEY REVIEW AND APPROVAL
7 FOR THE PURCHASE, INSTALLATION, IMPLEMENTATION,
8 TRAINING AND SUPPORT OF A PUBLIC SAFETY SOFTWARE
9 SOLUTION FROM SPILLMAN TECHNOLOGIES, INC., OF SALT
10 LAKE CITY, UT IN THE AMOUNT OF $925,000; APPROVE THE
11 MAINTENANCE AND SUPPORT AGREEMENT FOR YEARS TWO
12 THROUGH SIX; APPROVE FINANCING DOCUMENTS WITH
13 MOTOROLA SOLUTIONS CREDIT COMPANY,LLC.,TO FINANCE
14 THE PURCHASE PRICE OF $925,000 LESS A $350,000 DOWN
15 PAYMENT FOR FOUR YEARS FOR AN ANNUAL PAYMENT OF
16 $156,804.63; AND PROVIDING AN EFFECTIVE DATE.
17
18
19 WHEREAS,on January 10,2017,Procurement Services opened nine(9)proposals in
20 response to the Request for Proposals for "Public Safety Software" which was issued to
21 secure a Computer Aided Dispatch/Records Management solution that would provide the
22 Police Department with a single platform for reporting,traffic crash reports,citations,crime
23 analysis, computer aided dispatch and evidence; and
24 WHEREAS, on May 16, 2017, the initial ranking meeting was held and after
25 evaluation and scoring the Committee shortlisted three (3) firms; and
26 WHEREAS,the City Commission approved the final ranking recommended by the
27 selection committee on August 15,2017 and authorized City Staff to negotiate an Agreement
28 with Spillman Technologies, Inc.,to be brought back to the City Commission for approval;
29 and
30 WHEREAS,staff has recommended that the City Commission approve and authorize
31 the City Manager to sign documents to be reviewed and approved by the City Attorney for
32 the purchase, installation, implementation, training and support of a Public Safety Software
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33 solution from Spillman Technologies,Inc.,of Salt Lake City,UT in the amount of$925,000;
34 approve maintenance and support agreement for years two through six;financing documents
35 with Motorola Solutions Credit Company,LLC.,to finance the purchase price of(25,000 less
36 a$350,000 down payment for four years with an interest rate of 3.57%for an annual payment
37 of$156,804.63; and to participate in the Motorola Solutions VIP Program as a strategic
38 partner in marketing efforts that may include logos and other public information about the
39 City.
40 NOW,THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
41 THE CITY OF BOYNTON BEACH,FLORIDA,THAT:
42 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
43 being true and correct and are hereby made a specific part of this Resolution upon adoption
44 hereof.
45 Section 2. The City Commission of the City of Boynton Beach, Florida, hereby
46 authorizes and directs the City Manager to sign documents to be reviewed and approved by the
47 City Attorney for the purchase, installation, implementation, training and support of a Public
48 Safety Software solution from Spillman Technologies,Inc.,of Salt Lake City,UT in the amount
49 of$925,000; approve maintenance and support agreement for years two through six; financing
50 documents with Motorola Solutions Credit Company, LLC., to finance the purchase price of
51 (25,000 less a$350,000 down payment for four years with an interest rate of 3.57%for an annual
52 payment of$156,804.63;and to participate in the Motorola Solutions VIP Program as a strategic
53 partner in marketing efforts that may include logos and other public information about the City.
54 Section 3. This Resolution shall become effective immediately upon passage.
55
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56 PASSED AND ADOPTED this 7th day of November, 2017.
57 CITY OF BOYNTON BEACH, FLORIDA
58
59 YES NO
60 Mayor—Steven B. Grant
61
62 Vice Mayor—Justin Katz
63
64 Commissioner—Mack McCray
65
66 Commissioner—Christina L. Romelus
67
68 Commissioner—Joe Casello
69
70
71 VOTE , 'U
72 ATTEST:
73 �^ I
74 . ./ ,1/ (.0
75 Ju.; A. Pyle, CMC �
76 C.,y Clerk
77
78
79 (City Seal)
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•
� 1 ^ ' ` �
AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH
AND SPILLMAN TECHNOLOGIES, INC.
THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to
as "the City", and SPILLMAN TECHNOLOGIES, INC., hereinafter referred to as "VENDOR", in
consideration of the mutual benefits, terms, and conditions hereinafter specified.
1. PROJECT DESIGNATION: PUBLIC SAFETY SOFTWARE.
2. SCOPE OF SERVICES. Vendor agrees to perform the services as outlined in RFP No. 007-
2110-17/JMA, the Purchase and License Agreement, Exhibit A — Maintenance and Support
Agreement, Exhibit B — Purchases Products and Services, and incorporated herein.
"No modifications will be made to the original scope of work without the written approval of
the City Manager or her designee.
3. TIME FOR PERFORMANCE. Work under this agreement shall commence upon written
notice by the City to the VENDOR to proceed. Vendor shall perform all services and provide
all work product required pursuant to this agreement upon written notice to proceed.
4. TERM: This Agreement shall be in accordance with Purchase and License Agreement,
Exhibit A — Maintenance and Support Agreement, Exhibit B — Purchases Products and
Services.
5. PAYMENT. The total amount of the system purchase is $925,000. The City will enter into a
separate financing agreement with Motorola Solutions Credit Company, LLC.
The Vendor's records and accounts pertaining to this agreement are to be kept available for
inspection by representatives of the City and State for a period of three (3) years after the
termination of the Agreement. Copies shall be made available upon request.
6. OWNERSHIP AND USE OF DOCUMENTS. All documents, and other materials produced
by the Vendor in connection with the services rendered under this Agreement shall be the
property of the City.
7. COMPLIANCE WITH LAWS. Vendor shall, in performing the services contemplated by this
Agreement, faithfully observe and comply with all federal, state and local laws, ordinances
and regulations that are applicable to the services to be rendered under this agreement.
8. INDEMNIFICATION.
A. General Indemnification. Spillman agrees to defend, indemnify and hold harmless, the
City of Boynton Beach, Florida, its officers, commissioners, employees, and agents and
volunteers agents who are users of the Software furnished, against any and all claims
arising from any personal injuries, death, or damages to tangible property caused by the
negligence or willful misconduct of Spillman, its agents or employees, and Spillman will
pay any final judgment or amounts agreed in settlement, including, any reasonable
attorneys' fees, costs and expenses. The foregoing excludes any claims related to the
functionality or use of, or bugs or errors in, the Software provided by Spillman, which
shall be governed solely by the terms of Spillman's license agreement. The City shall
provide reasonable notice to Spillman after receipt by the City of any claim, suit or action
against the City arising directly or indirectly from the operations of Spillman hereunder,
for which the City may be entitled to a defense or indemnity by Spillman, under the
provisions of this Contract. Spillman shall have the right to control the defense of any
such claim, suit, or actions. The City shall provide such information and assistance as is
necessary to enable Spillman to defend, compromise or settle such claim. Spillman
shall also be liable to the City for all reasonable costs, expenses, attorneys' fees and
damages which may be incurred or sustained by the City by reason of Spillman's breach
of any of the provisions of the contract.
B. Intellectual Property Spillman agrees to defend Customer against any and all third party
claims, demands, lawsuits or legal actions arising out of any actual or alleged
infringement of any U.S. copyright, or patent misappropriation of trade secret or
trademark, by the Software furnished, and Spillman will pay any damages, costs and
expenses (including reasonable attorneys' fees) finally awarded in such action or paid to
settle the action.
Spillman will not be required to indemnify Customer unless (i) Customer promptly
notifies Spillman of any such claim; (ii) Customer gives Spillman sole control of the
defense and all settlement negotiations, and the authority to represent Customer in
defending the claim; and (iii) Customer provides Spillman with any information and
assistance that Spillman reasonably requests in defending against the claim. Customer
may, at its option and expense, be represented by separate counsel in any such action.
If a court or other legal authority finds that any part of the Software infringes on a third
party's intellectual property rights, or if Spillman believes that it infringes, Spillman will
use reasonable efforts to obtain a license under the rights that have been infringed, to
modify the Software so it is no longer infringing, or to provide to Customer substitute
software that is non-infringing; provided that if in Spillman's judgment such options are
not commercially reasonable, Spillman may terminate the license for the Software or the
infringing portion thereof upon written notice to Customer. Spillman will have no liability
for infringement arising out of modification of the Software by any party other than
Spillman, use of an outdated version of the Software, or the combination or use of the
Software with any other software, hardware, equipment, product, or process not
furnished by Spillman, if use of the Software alone and in its current, unmodified form
would not have been an infringement. Spillman is not liable for any infringement claims
based upon Third Party Software or hardware. This Section 11.7 states Spillman's entire
obligation with respect to any claim for infringement or misappropriation of any third
party intellectual property rights.
9. INSURANCE. The Vendor shall secure and maintain in force throughout the duration of this
contract commercial general liability insurance, including Products Liability with a minimum
coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury; and
property damage workers' compensation insurance, and vehicular liability insurance.
Said general liability policy shall include the City of Boynton Beach as an "additional insured"
and if there is a cancellation of said policy, Spillman shall give the City thirty (30) days' prior
written notice. Certificates of coverage as required by this section shall be delivered to the
City within fifteen (15) days of execution of this agreement.
10. INDEPENDENT CONTRACTOR. The Vendor and the City agree that the Vendor is an
independent contractor with respect to the services provided pursuant to this agreement.
Nothing in this agreement shall be considered to create the relationship of employer and
employee between the parties hereto. Neither Vendor nor any employee of Vendor shall be
entitled to any benefits accorded City employees by virtue of the services provided under
this agreement. The City shall not be responsible for withholding or otherwise deducting
federal income tax or social security or for contributing to the state industrial insurance
2
program, otherwise assuming the duties of an employer with respect to Vendor, or any
employee of Vendor.
11. COVENANT AGAINST CONTINGENT FEES. The Vendor warrants that he has not
employed or retained any company or person, other than a bona fide employee working
solely for the Vendor, to solicit or secure this contract, and that he has not paid or agreed to
pay any company or person, other than a bona fide employee working solely for the Vendor,
any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent
upon or resulting from the award or making of this contract.
For breach or violation of this warranty, the City shall have the right to annul this contract
without liability or, in its discretion to deduct from the contract price or consideration, or
otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift,
or contingent fee.
12. DISCRIMINATION PROHIBITED. The Vendor, with regard to the work performed by it
under this agreement, will not discriminate on the grounds of race, color, national origin,
religion, creed, age, sex or the presence of any physical or sensory handicap in the
selection and retention of employees or procurement of materials or supplies.
13. ASSIGNMENT. The Vendor shall not sublet or assign any of the services covered by this
Agreement without the express written consent of the City.
14. NON-WAIVER. Waiver by the City of any provision of this Agreement or any time limitation
provided for in this Agreement shall not constitute a waiver of any other provision.
15. TERMINATION.
a. The City reserves the right to terminate this Agreement at any time by giving thirty
(30) days written notice to the Vendor.
b. In the event of the death of a member, partner or officer of the Vendor, or any of its
supervisory personnel assigned to the project, the surviving members of the Vendor
hereby agree to complete the work under the terms of this Agreement, if requested to do
so by the City. This section shall not be a bar to renegotiations of this Agreement
between surviving members of the Vendor and the City, if the City so chooses.
16. DISPUTES. Any disputes that arise between the parties with respect to the performance of
this Agreement, which cannot be resolved through negotiations, shall be submitted to a
court of competent jurisdiction in Palm Beach County, Florida. This Agreement shall be
construed under Florida Law.
17. NOTICES. Notices to the City of Boynton Beach shall be sent to the following address:
Lori LaVerriere, City Manager
City of Boynton Beach
P.O. Box 310
Boynton Beach, FL 33425-0310
Notices to Vendor shall be sent to the following address:
SPILLMAN TECHNOLOGIES, INC.
3
4625 LAKE PARK BLVD.
SALT LAKE CITY, UTAH 84120
18. INTEGRATED AGREEMENT. This agreement, together with attachments or addenda,
represents the entire and integrated agreement between the City and the Vendor and
supersedes all prior negotiations, representations, or agreements written or oral. This
agreement may be amended only by written instrument signed by both City and Vendor.
19. PUBLIC RECORDS. Sealed documents received by the City in response to an invitation
are exempt from public records disclosure until thirty (30) days after the opening of the Bid
unless the City announces intent to award sooner, in accordance with Florida Statutes
119.07.
The City is public agency subject to Chapter 119, Florida Statutes. The Contractor shall
comply with Florida's Public Records Law. Specifically, the Contractor shall:
A. Keep and maintain public records required by the CITY to perform the service;
B. Upon request from the CITY's custodian of public records, provide the CITY with a copy
of the requested records or allow the records to be inspected or copied within a
reasonable time at a cost that does not exceed the cost provided in chapter 119, Fla.
Stat. or as otherwise provided by law;
C. Ensure that public records that are exempt or that are confidential and exempt from
public record disclosure requirements are not disclosed except as authorized by law for
the duration of the contract term and, following completion of the contract, Contractor
shall destroy all copies of such confidential and exempt records remaining in its
possession once the Contractor transfers the records in its possession to the CITY; and
D. Upon completion of the contract, Contractor shall transfer to the CITY, at no cost to the
CITY, all public records in Contractor's possession All records stored electronically by
Contractor must be provided to the CITY, upon request from the CITY's custodian of
public records, in a format that is compatible with the information technology systems of
the CITY.
E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS:
JUDY PYLE, CITY CLERK
100 E BOYNTON BEACH BLVD.
BOYNTON BEACH, FLORIDA, 33435
561-742-6061
PYLEJ@BBFL.US
4
DATED this day of c4. r Z , 20 ('1
CITY OF BOYNTON BEACH
dca,
City Manager Vendor
Attest/Authenticated:
Title
^� � (Corporate Seal)
C. Clerk 1,./ Q
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Approved as to Form: Attest/Authenticated:
a � c
ffice of the Ci , tto y fit. Secretary
5
Exhibit A
Maintenance and Support Agreement
This Maintenance and Support Agreement(the "Support Agreement"), dated effective as of the date this
Agreement is signed by both parties below, is by and between Spillman Technologies, Inc. ("Spillman")
and The City of Boynton Beach ("Customer"). In connection with the Purchase and License Agreement
between the parties (the "License Agreement"), Customer desires to purchase from Spillman certain
maintenance and support services for the Software.All capitalized terms used and not otherwise defined
herein shall have the meanings set forth in the License Agreement.
In consideration of the mutual agreements set forth herein, the sufficiency of which is hereby
acknowledged,the parties agree as follows:
Section 1: Definitions
1.1 "Coverage Hours" means the hours between 8:00 a.m. and 8:00 p.m., Eastern Time, Monday
through Friday,excluding regularly scheduled holidays of Spillman.
1.2 "Enhancement" means any modification or addition that,when made or added to the Software,
changes its utility, efficiency, functional capability, or application, but that does not constitute
solely an Error Correction. Spillman may designate Enhancements as minor or major, depending
on Spillman's assessment of their value and of the function added to the preexisting Software.
1.3 "Error" means any failure of the Software to conform in all material respects to its functional
specifications as published from time to time by Spillman, subject to the exceptions set forth in
Section 4.
1.4 "Error Correction"means either a software modification or addition that,when made or added
to the Software,establishes material conformity of the Software to the functional specifications,or a
procedure or routine that, when observed in the regular operation of the Software, eliminates the
practical adverse effect on Customer of such nonconformity.Error Correction services are subject to
the exceptions set forth in Section 4.
1.5 "Releases" means new versions of the Software containing Error Corrections and Enhancements,
where there is a change in the version number either to the left or immediately to the right of the
decimal.Spillman's current numbering system is to designate Release versions by the year to the left
of the decimal,and by the Release number in that year to the right of the decimal(e.g.,2017.1,2017.2,
and 2017.3). For reference, the two Releases of the Software prior to version 2017.1 are versions 6.1
and 6.2.
1.6 "Response Time" means six (6) or less Coverage Hours, from the time Customer first notifies
Spillman of an Error until Spillman initiates work toward development of an Error Correction.
1.7 "Support Term" means the entire period during which Customer is receiving support services
for the Software under the terms of this Support Agreement, beginning on the installation date of
the Software. Support services are included during the Software's Warranty Period, as defined in
Section 11.1 of the License Agreement, which is the"Initial Support Term." Thereafter, the Support
Term shall automatically renew for successive periods of one year each, unless and until
terminated pursuant to Section 8 hereof. In no event, however, shall the Support Term extend
beyond the term of the License Agreement.
Section 2: Eligibility For Support
2.1 Support Termination. Spillman's obligation to provide the support and maintenance services
described in this Support Agreement with respect to the Software may be terminated pursuant to
Section 8.22 or suspended, at Spillman's discretion, if at any time during the term of this Support
Agreement any of the following requirements are not met:
2.1.1 The License Agreement must remain valid and in effect at all times;
2.1.2 The Software must be operated on a hardware platform, operating system and version
approved by Spillman;and
2.1.3 Customer must be current on payment of maintenance and support fees.
2.2 SAA Replacement. Spillman may require Customer to appoint a new Spillman Application
Administrator ("SAA") in order to continue receiving support services or increase Customer's
support fees, if Spillman reasonably determines that the acting SAA does not have the training or
experience necessary to communicate effectively with Spillman support personnel.
Section 3: Scope of Services
During the Support Term,Spillman shall render the following services in support of the Software, during
Coverage Hours:
3.1 Support Center. Spillman shall maintain a Support Services Control Center capable of
receiving from the SAA reports of any software irregularities, and requests for assistance in use of
the Software.
3.2 Services Staff. Spillman shall maintain a trained staff capable of rendering support services set
forth in this Support Agreement.
3.3 Error Correction. Spillman shall be responsible for using all reasonable diligence in correcting
verifiable and reproducible Errors when reported to Spillman in accordance with Spillman's
standard reporting procedures.Spillman shall, after verifying that such an Error is present, initiate
work within the Response Time in a diligent manner toward development of an Error Correction.
Following completion of the Error Correction, Spillman shall provide the Error Correction through
a"temporary fix"consisting of sufficient programming and operating instructions to implement the
Error Correction, and Spillman shall include the Error Correction in all subsequent Releases of the
Software. Spillman Technical Services supports two (2) releases back from the most recent release.
However, Spillman may, but is not obligated to, provide Error Corrections for any release of the
Software other than the most recent production release. Additionally, Spillman may require the
customer to move to the most current production release.
3.4 Software Releases. Spillman may, from time to time, issue new Releases of the Software to its
Customers generally, containing Error Corrections, minor Enhancements, and, in certain instances,
if Spillman so elects, major Enhancements.Spillman reserves the right to require additional license
fees for major Enhancements.Spillman shall provide Customer with one copy of each new Release,
without additional charge. Spillman shall provide reasonable assistance to help Customer install
and operate each new Release, provided that such assistance, if required to be provided at
Customer's facility, shall be subject to the supplemental charges set forth in Spillman's current Fee
Schedule.The current fee schedule for Technical Services is as follows:
- Custom Support$168 per hour
-After Hours Support Monday—Saturday$247.50 per hour
-After Hours Support Sunday and Holidays$226 per hour
The Customer will be made aware of circumstances where fees might apply, prior to any work
commencing.
3.5 Enhancements. Spillman shall consider and evaluate the development of Enhancements for the
specific use of Customer and shall respond to Customer's requests for additional services
pertaining to the Software (including, without limitation, data conversion and report-formatting
assistance),provided that such assistance,if agreed to be provided,shall be subject to supplemental
charges mutually agreed to in writing by Spillman and Customer.
Section 4: Services Not Covered by this Support Agreement
The services identified in this section are NOT covered by this Support Agreement. Spillman strongly
recommends that Customer secure a separate support agreement with third party vendors for all non-
Spillman products. Spillman may, in its discretion, provide such services to Customer upon request, for
an additional fee as the parties may agree in writing.
4.1 Third Party Products. Spillman will not provide support for any third party products,
including hardware, or support for hardware failure due to the use of any third party products.
Spillman may in its discretion provide first-line support for Third Party Software distributed by
Spillman; if not, Spillman will refer Customer to the vendor of such software for resolution of
support issues.
4.2 Customized Interfaces and Software. Spillman's standard support does not include
support for any custom interfaces or other customized Software developed by Spillman or any
third party for Customer.Support and maintenance services for customized Software are subject to
an additional support fee, if agreed in writing between the parties. Such support and maintenance
services include bug fixes and minor modifications to the custom interface or software. They do
NOT include major revisions or rewrites, such as those required to make a custom interface work
with a new or upgraded version of the applicable third party software. Custom interfaces and
support therefore are specific to the designated version of the applicable third party software or
system.Any major changes to such third party software or system will require a new custom quote
for Spillman to modify the custom interface to work with the new version of the third party
software or system. Spillman's support fees may also differ for the new version of the custom
interface.
4.3 Network Failures. Spillman will not provide support for any network failures or problems
including, but not limited to, cabling, communication lines, routers, connectors, and network
software.
4.4 Data Recovery. Spillman's standard support does not include restoration and/or recovery of
data files and/or the operating system. Spillman will, upon request of Customer and subject to its
then-current fees for such services,use reasonable efforts to assist Customer in recovering lost data.
4.5 Unauthorized Use. Spillman will not provide support where the problem arises out of any
breach of warranty, damages to the Software or its database, data corruption, or support issues,
security issues,or performance issues arising out of Customer's or a third party's use of the Utilities
or any software not specifically licensed by Spillman to Customer for use in connection with the
Software. Any assistance provided by Spillman in resolving such problems shall be charged to
Customer on a time and materials basis.Additionally,any unauthorized use of the Utilities or other
software in connection with the Software by Customer (or by a third party with Customer's
knowledge) may result, at Spillman's sole option, in voidance of warranties, an increase in the
annual maintenance and support fees under this Support Agreement, and/or loss of rights to
upgrades under this Support Agreement.
4.6 Database Modifications. Spillman will not provide support for any damages to or problems
with the Software or its database, data corruption, support issues, security issues, or performance
issues arising from Customer's utilization of the "write" feature of the ODBC interface to write to
or modify the database in any way.
4.7 Misuse or Damage. Spillman will not provide support for Software problems caused by
Customer misuse, alteration or damage to the Software or Customer's combining or merging the
Software with any hardware or software not supplied by or identified as compatible by Spillman,
customizing of programs, accident, neglect, power surge or failure, lightning, operating
environment not in conformance with the manufacturer's specifications (for electric power, air
quality,humidity or temperature),or Third Party Software or hardware malfunction.
4.8 Operating System. Spillman is not responsible for supporting, configuring, maintaining, or
upgrading the operating system, including,but not limited to,backups,restores, fixes,and patches,
or for providing assistance with problems caused by operating system installation, configuration,
errors,maintenance or repair,or using incorrect versions of the operating system.
4.9 Onsite Visits. Onsite service visits to Customer's facility by Spillman are subject to additional
charges,as set forth in Section 7.5.
4.10 Printers. Spillman is not responsible for supporting printers connected to the back of
terminals/personal computers(commonly called pass-through printing)or network printers are not
supported by Spillman.
Section 5: Obligations of Customer
5.1 Software Connectivity. Customer must maintain and provide, at no cost to Spillman, a CJIS-
approved broadband intemet connection to the server used with the Software,24 hours per day, 7
days per week,to facilitate remote support utilities enabling Spillman support personnel to connect
to and provide assistance with the server used with the Software. Third party connectivity tools,
such as client VPN software, which must be installed on Spillman equipment, cannot be required
by Customer.No unescorted virtual access will be permitted.
5.2 Customer Representative During Onsite Visits. Customer's SAA or another authorized
representative of Customer must be present when any onsite support is provided.Customer agrees
that if such representative is not present when the Spillman representative arrives onsite, the
Spillman representative shall notify an appropriate representative of Customer, if feasible, that
there is no Customer IT representative present. If Customer's IT representative does not arrive
within a reasonable time, no work will be performed and Customer will be charged for Spillman's
expenses relating to the visit. If Spillman's onsite support person determines that changes to
Customer's system (hardware or software) are required or advisable, it will inform Customer's
representative. If such representative is not authorized to make or approve changes to Customer's
system,as applicable,Customer will promptly make available such a person.
5.3 English Language. All communications between Customer and Spillman must be in the
English language.
5.4 SAA Assignment. Customer is responsible for providing one or more qualified Spillman
Application Administrators as described in Section 6 of this Support Agreement. At least one
authorized representative, as specified in Appendix 1 attached hereto, must be available at all
times;however, after-hours availability is required only when and if Customer is requesting after-
hours support from Spillman.
5.5 Security. Customer is responsible for providing all network and server security.
5.6 Error Information. Customer must provide Spillman with information sufficient for Spillman
to duplicate the circumstances under which an Error in the Software became apparent.
5.7 CJIS Compliance. Customer is responsible for its own adherence to the FBI Criminal Justice
Information Services(CJIS)Security Policy,the Health Insurance Portability and Accountability Act
of 1996 (HIPAA) (to the extent applicable) and any other applicable security and privacy laws and
regulations.Spillman will reasonably cooperate with Customer in connection therewith.
Section 6: SAA and Support Contact Requirements
6.1 Certification. Customer's designated SAA must be certified by Spillman within one year of the
date of Customer's cutover to live operation of the Software("Go-live").The designated SAA must
meet the following requirements in order to certify at the basic level:
6.1.1 Attend and participate in, and successfully pass the final written and practical
examinations from the following courses within one hundred twenty (120) days of
installation of the Software:
i. System Introduction—Inquiry,
ii. System Introduction—Data Entry&Modification,
iii. Basic System Administration,and
iv. General training applicable to the Software used by Customer.
6.1.2 Pass the Basic SAA exam within one year after the agency's Go-live date.
6.2 SAA Training Costs. Customer will be responsible for the costs of such training, including any
course fees,travel,and lodging expenses.
6.2.1 In the event that Boynton Beach host a regional SAA certification course, Spillman will
waive the course certification fee for Boynton Beach Personnel.
6.3 SAA and Support Contact Information. Contact information for Customer's SAA(s) and
other authorized support contacts must be provided by Customer to Spillman's Technical Services
department. Any changes to Customer's SAA and support contacts names and contact information
must be promptly provided to Spillman's support department.
6.4 Qualifications. Each designated SAA and Customer support contact must be qualified to
address, or have other support resources to address, without the aid of Spillman, all problems
relating to hardware,software,or operating system not directly associated with the Software.
Section 7: Fees and Charges
7.1 Support Fees. During the Initial Support Term, support services are included as part of the
initial purchase price paid by Customer. Thereafter, Customer shall pay Spillman the support fee
identified in Exhibit B (Purchased Products and Services) or Spillman support invoice, and any
other charges or fees described herein. Spillman reserves the right to change its support fee,
effective upon no less than 90 days written notice to Customer prior to the end of the current
annual period.
7.2 Support Fee Invoices. Spillman shall invoice Customer for annual Support Fees at the
beginning of each contract year.In the event that additional billable work is performed, all billable
charges and expenses will be invoiced to Customer at the beginning of the month following the
month in which those charges and expenses accrued or were incurred. Customer shall pay the
invoiced amounts immediately upon receipt of such invoices. Any amount not paid within thirty
(30) days after the invoice date shall bear interest at the rate of eighteen(18)percent per year or the
highest rate allowed by applicable law,whichever is less.
7.3 Equipment Fees. Customer shall be responsible for and agrees to pay the fees and charges
incurred for procuring, installing, and maintaining all equipment, telephone lines, modems,
communications interfaces,networks,and other products necessary to operate the Software.
7.4 After-Hours Charges. Customer agrees to pay additional charges according to the Spillman
Fee Schedule for all work required by Customer and performed outside of Coverage Hours.These
charges are applicable for any work performed outside of the Coverage Hours, REGARDLESS OF
THE CAUSE, even if the requested work was reported and/or initiated during normal Coverage
Hours.
7.5 Onsite Support If Customer requests onsite support services, Customer shall reimburse
Spillman for all labor, travel, and related expenses incurred by Spillman in providing such support
services.
7.6 Additional Fees. Additional support fees may be required by Spillman if there is a significant
increase in Customer's size with respect to use of the Software. An increase in size may arise either
out of Customer's internal growth or out of a Host Agency/Shared Agency arrangement as
described in Section 4.4 of the License Agreement,if applicable. Relevant factors include number of
employees,number of dispatchers and/or number of jail beds.Payment of such additional Support
Fees is due within thirty (30) days of the date of the invoice for such fees. Such fees will be
prorated, based upon the date during the contract year the increase in Customer's size occurred.
Additionally, Spillman may adjust support fees based on changes in (1) additional licenses or
modules purchased by Customer, (2) Customer's hardware, (3) the Coverage Hours selected by
Customer, or (4) Customer's violation of the restrictions set forth in Section 4.5 of this Support
Agreement.
Section 8: Termination
8.1 Automatic Termination. This Support Agreement shall automatically terminate immediately
upon termination of the License Agreement for any reason.
8.2 Termination by a Party. Either party may terminate this Support Agreement as follows:
8.2.1 If either Spillman or Customer provides a written notice to the other party, at least 90
days prior to the end of the then-current Support Term, of its intent to terminate this
Support Agreement at the end of such Support Term;or
8.2.2 Upon 30 days prior written notice, if the other party has materially breached any
provision of this Support Agreement and the offending party has not cured such
breach within the 30-day notice period.
8.3 Final Invoicing upon Termination. Following termination of this Support Agreement,
Spillman shall immediately invoice Customer for all accrued fees, charges, and reimbursable
expenses;and Customer shall pay the invoiced amount immediately upon receipt of such invoice.
Section 9: General
9.1 Incorporation of General Terms.The terms of Section 11:Limited Warranty and Limitation
of Liability; Indemnification and Section 13: Miscellaneous of the License Agreement are hereby
incorporated into this Support Agreement by reference; provided, however, that for any breach by
Spillman or claim against Spillman arising under this Support Agreement, Spillman's cumulative
liability will be limited the support fees paid by Customer to Spillman during the preceding twelve
(12) month period.
IN WITNESS WHEREOF, the parties have caused this Support Agreement to be executed by their duly
authorized representatives as set forth below.
The City of Boynton Beach
Signature:
Print Name: /0„, ie G/ernex/I' APPROVED AS TO FORM:
Title: 6-1 ki-k-ye.,-// C: `Ari lam, .�.i._
Date: //-21—/7 . oil 'lir
Spillman Technologies, Inc.
Signature:
Print Name: &{-21Sn A)( /1li-PietzA
Title: V[CL
Date:
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The City of Boynton Beach
Police Department
s
illman
technologies, inc.
a Motorola Solutions Company
Purchase and License Agreement
Spillman®
Purchase and License Agreement
Table of Contents
Purchase and License Agreement 2
Section 1: Definitions 2
Section 2: Purchases of Professional Services and Third Party Products3
Section 3: License 3
Section 4: Scope of Rights 4
Section 5: Fees and Payments 5
Section 6: Maintenance and Support Services 5
Section 7: Customer Responsibilities 5
Section 8: Proprietary Protection and Restrictions 6
Section 9: Confidential Information 7
Section 10: Utilities; Restrictions on Usage 7
Section 11: Limited Warranty and Limitation of Liability; Indemnification8
Section 12: Term of Agreement; Termination 10
Section 13: Miscellaneous 11
Exhibit A Maintenance and Support Agreement Error! Bookmark not defined.
Section 1: Definitions Error! Bookmark not defined.
Section 2: Eligibility For Support Error! Bookmark not defined.
Section 3: Scope of Services Error! Bookmark not defined.
Section 4: Services Not Covered by this Support Agreement Error!
Bookmark not defined.
Section 5: Obligations of Customer Error! Bookmark not defined.
Section 6: SAA and Support Contact Requirements Error! Bookmark not
defined.
Section 7: Fees and Charges Error! Bookmark not defined.
Section 8: Termination Error! Bookmark not defined.
Section 9: General Error! Bookmark not defined.
Purchase and License Agreement
This Purchase and License Agreement(the"Agreement")is made and entered into effective as of the date
this Agreement is signed by both parties below(the"Effective Date"),and is by and between:
Spillman Technologies, Inc. ("Spillman")
4625 Lake Park Blvd.
Salt Lake City, UT 84120
and
The City of Boynton Beach ("Customer")
100 E. Boynton Beach Blvd.
Boynton Beach, FL 33435
Customer desires to purchase from Spillman licenses for certain Spillman software, professional services,
maintenance services, and third party hardware, software and services, as set forth in Exhibit B
(Purchased Products and Services), and Spillman desires to sell such licenses, services and products to
Customer,pursuant to the terms and conditions of this Agreement.
In consideration of the mutual agreements set forth herein, the sufficiency of which is hereby
acknowledged,the parties agree as follows:
Section 1: Definitions
1.1 "Confidential Information" means any non-public information provided by either party to
the other in connection with this Agreement, including the Software, Spillman's pricing, future
product plans, trade secrets; know-how; a party's non-public business and financial information;
customer lists; and any written materials marked as confidential and any other information,
including visual or oral information, which reasonably should be understood to be confidential.
Confidential Information does not include information that a party can prove: (a) is now or later
becomes generally available to the public without fault of the party who received such information;
(b) was rightfully in the receiving party's possession prior to its disclosure by the disclosing party;
(c) is independently developed by the receiving party without the use of any Confidential
Information of the disclosing party; or (d) is obtained by the receiving party without obligation of
confidentiality from a third party who has the right to disclose it.Additionally, the receiving party
may disclose Confidential Information to the extent required by a judicial or legislative order or
proceeding, or by any applicable federal or state open records act or freedom of information act
requirements provided that it gives the disclosing party prompt prior notice of the intended
disclosure and an opportunity to respond or object to the disclosure,if permissible.
1.2 "Documentation" means all written or electronic user documentation for the Software
provided by Spillman to Customer.Documentation does not include Spillman marketing materials.
1.3 "Software" means the package of Spillman computer program(s), interfaces and/or data, in
machine-readable form only, as well as related materials, including Documentation, identified in
Exhibit B (Purchased Products and Services) and Exhibit C(Existing Interfaces-Technical Product
Documents) or subsequently licensed by Customer pursuant to the terms of this Agreement.
Software also includes all Utilities, modifications, new Releases and Enhancements (as defined in
2
Exhibit A (Maintenance and Support Agreement)). "Software" specifically excludes Third Party
Software,except to the extent otherwise expressly stated in this Agreement.
1.4 "Third Party Software" means software owned by third parties, whether (i) licensed by the
third party to Spillman for distribution to Spillman's customers with the Software,such as mapping
software,database software,paging software or open source software,or(ii)separately acquired by
Customer as necessary or appropriate for use in conjunction with the Software, such as word
processors,spreadsheets,terminal emulators,etc.
1.5 "Spillman Application Administrator" means an agent of Customer appointed by
Customer,who has been certified on the Software by Spillman,pursuant to the procedures set forth
in Section 6 of Exhibit A (Maintenance and Support Agreement), and is able to communicate
effectively with Spillman support personnel in the description and resolution of problems
associated with the Software.
1.6 "Utilities" means the software utilities and tools provided by Spillman as part of the Software,
including Spillman's XML Query, ODBC interface and implementation code, ctperl, dbdump, and
dbload, as well as any other software utilities provided by Spillman in connection with the
Software.
Section 2: Purchases of Professional Services and Third Party Products
2.1 Professional Services. Customer agrees to purchase the Spillman professional services listed
in Exhibit B (Purchased Products and Services).
2.2 Third Party Products. Customer agrees to purchase from Spillman the third party products
identified in Exhibit B (Purchased Products and Services). Spillman makes no warranties with
respect to such third party products, but agrees to pass through to Customer any warranties
provided by the manufacturers of such products,to the extent permitted.If Third Party Software is
provided to Customer by Spillman and is not subject to a separate third party license agreement,
then Spillman sublicenses such Third Party Software to Customer pursuant to the terms of this
Agreement that are applicable to the Software, provided, however, that Spillman does not make
any warranties to Customer or agree to indemnify Customer for any claims regarding Third Party
Software. Third Party Software may be used only in conjunction with Spillman's Software and,
where applicable,the hardware with which such Third Party Software is intended to be used.
Section 3: License
3.1 Grant of License. In consideration of the payment of the license fees set forth in Exhibit B
(Purchased Products and Services), Spillman grants Customer a nonexclusive, non-transferable
license to use the Software, subject to the terms of this Agreement, including without limitation the
restrictions with respect to Utilities set forth in Section 10.
3.2 Ownership. The Software and all related documentation and materials provided by Spillman are
licensed (not sold)to Customer.Spillman retains sole and exclusive ownership of all rights, title, and
interest in and to the Software, all related materials, and all modifications and enhancements thereof
(including ownership of all trade secrets, copyrights and other intellectual property rights pertaining
3
thereto), subject only to the licenses expressly granted to Customer herein by Spillman, regardless of
whether Customer, its employees, or contractors may have contributed to the conception or
development of any part of the Software, including enhancements or customized Software. Any
Third Party Software distributed by Spillman is separately licensed to Spillman from third party
licensors.
Such Third Party Software is sublicensed to Customer and protected pursuant to the terms of this
Agreement, and may be used only in conjunction with the Software. This Agreement does not
provide Customer with title or ownership of the Software or any component thereof, but only a
limited license. Spillman and its licensors specifically reserve all rights not expressly granted to
Customer in this Agreement.Customer must keep the Software free and clear of all claims,liens,and
encumbrances.
Section 4: Scope of Rights
4.1 Location of Software. Customer may install and use the Software only in Customer's own
facilities, including any authorized mobile sites. Customer shall give Spillman two (2) weeks prior
written notice of any change in the location of Customer's primary facility where the server-based
Software is installed. If an immediate change in location is required due to an emergency or
disaster recovery,Customer may do so provided that it notifies Spillman as soon as is feasible.
4.2 Customer Use Only. Customer may use and execute the Software only for purposes of serving
the internal needs of Customer's business,except as specifically set forth in this Agreement.
4.3 Copies. Customer may make one copy of the Software in machine-readable,object code form, for
backup and archival purposes only, provided that Spillman's copyright notice is included. Such
backup copy shall not be used for productive use, except to the extent required if the primary
Software installation is not functioning. Customer may reproduce (photocopy or electronic copy)
the Documentation as reasonably necessary and appropriate for Customer's authorized use of the
Software. Customer may not distribute any Documentation for use outside of Customer's primary
place of business.
4.4 Shared Agency Arrangements. If Customer and another agency(a"Shared Agency")desire
to enter into an arrangement whereby Customer will act as a"Host Agency" and permit the Shared
Agency to access the Software through Customer, the Shared Agency and Spillman will execute a
Shared Agency Agreement for such arrangement and attach it to this Agreement as an additional
exhibit.Customer agrees to be responsible for timely payment of Spillman's invoices for the Shared
Agency's license and services, whether such invoices are to be paid by the Shared Agency or
Customer. Customer shall require the Shared Agency to comply with the terms of this Agreement
and shall notify Spillman and cooperate as reasonably requested by Spillman in the event of any
non-compliance by the Shared Agency.
4
4.5 Cooperative Purchasing ("Piggyback"). Upon request of a third party state or local
agency located in the same state as Customer (the "New Agency"), Spillman will negotiate an
agreement with such New Agency that contains the same terms and conditions as this Agreement
(excepting the terms described below), subject to the eligibility and validity of such piggybacking
arrangement under state law, and provided that Spillman and the New Agency agree in writing
upon the software,products and services to be licensed and purchased by the New Agency and the
prices therefor,which shall be paid by the New Agency.
Section 5: Fees and Payments
5.1 Fees. The license fee for the Software and the price for all services and third party products
purchased by Customer from Spillman are specified in Exhibit B (Purchased Products and
Services). All invoices are payable within thirty (30) days of the date of the invoice, unless a later
payment due date is agreed to in Exhibit B. Customer must pay such fees directly to Spillman
according to the agreed payment terms set forth in Exhibit B(Purchased Products and Services).
5.2 Taxes. Customer is solely responsible for any and all taxes resulting from this Agreement and its
purchase of the products and services described herein(excluding taxes on Spillman's net income).
It shall be the responsibility of Spillman to collect and remit applicable taxes. If Customer is a tax-
exempt organization, Customer will provide Spillman with documentation required by the taxing
authority to support such exemption.
5.3 Late Payments. If Customer fails to pay any amounts owed when due, Spillman may assess
interest at one-and-one-half percent (1.5%) per month on all overdue amounts, or the highest rate
permitted by law, whichever is less. Customer shall also be liable for all costs of collection,
including reasonable attorney's fees,whether or not a suit is instituted.
Section 6: Maintenance and Support Services
6.1 Support Agreement. Spillman will provide maintenance and support services to Customer
with respect to the Software pursuant to the terms of the Maintenance and Support Agreement
attached as Exhibit A hereto (the "Support Agreement"), subject to Customer's payment of the
applicable annual support and maintenance fees after the Warranty Period ends.
Section 7: Customer Responsibilities
7.1 Spillman Application Administrator. Customer is responsible for designating a Spillman
Application Administrator ("SAA") who is qualified to operate the Software on Customer's own
equipment,has been certified as set forth in Exhibit A(Maintenance and Support Agreement), and is
familiar with the information,calculations,and reports that serve as input and output of the Software.
7.2 Spillman Support Contacts. Customer will provide contact information for its SAA and
other personnel who are authorized to contact Spillman support to Spillman's support department.
Each designated SAA and Customer support contact must be qualified to address, or have other
support resources to address, without the aid of Spillman, all problems relating to hardware,
software,or operating system not directly associated with the Software.
5
7.3 Additional Components. Other components (hardware and/or Third Party Software) may be
required for the use of the Software, including without limitation workstations, personal
computers, networks, operating systems, and Internet connectivity. Spillman assumes no
responsibility under this Agreement for obtaining and/or supporting such components except as
expressly agreed in writing.
7.4 Proper Environment. Customer is responsible for ensuring a proper environment and proper
utilities for the computer system on which the Software will operate, including housing and
operating the server equipment in a secure environment and according to the specifications for the
equipment as specified by its manufacturer.
7.5 Data Conversion Services. Spillman assumes no responsibility under this Agreement for
converting Customer's data files for use with the Software, except as listed in Exhibit B (Purchased
Products and Services)and detailed in a data conversion scope of work.
7.6 Improper Use. Customer shall use reasonable efforts to prevent its employees and independent
contractors from making unauthorized copies of the Software, improperly using the Software, or
otherwise breaching this Agreement. If Customer discovers any such problems, it will promptly
notify Spillman and take commercially reasonable actions to resolve the problem as soon as
reasonably possible. Customer is liable for any breach of this Agreement by any employee or agent
of Customer.
Section 8: Proprietary Protection and Restrictions
8.1 Third Party Access and Queries. Customer may not allow any other agency, entity, or
individual to use or have access to the Software in any manner other than inquire-only, unless
expressly authorized by Spillman. Except as specifically authorized by Spillman, queries may be
conducted solely for Customer's internal business purposes, and Customer may not query the
Software,or permit any third party to query the Software,for a third party's business purposes.
8.2 Restrictions. Customer may not use, copy, modify, rent, share, or distribute the Software
(electronically or otherwise), or any copy, adaptation, transcription, or merged portion thereof,
except as expressly authorized in writing by Spillman.Customer may not translate,modify,reverse
assemble,reverse compile,or otherwise reverse engineer the Software.
8.3 Competitive Use. Customer may not utilize or permit a third party to access or utilize any part
of the Software (including the Utilities) in any manner that competes, directly or indirectly, with
any product or service provided by Spillman.This includes, without limitation, using the Software
(or its Utilities)to develop any software, interfaces,or other products that compete with Spillman's
products or services, or using interfaces or other products connecting to the database of the
Software in connection with a third party's competing product.
8.4 Limitations on Service Bureau Work and Sharing Arrangements. No service
bureau work, multiple-user license, or time-sharing arrangement is permitted, except as expressly
authorized in writing by Spillman as set forth in Section 4.4.Customer may not install the Software
6
in any other computer system or use it at any other location without Spillman's express
authorization obtained in advance(which will not be unreasonably withheld).
8.5 Inspection. Customer hereby authorizes Spillman to enter Customer's premises in order to
inspect the Software in any reasonable manner during regular business hours, with or without
prior notice,to verify Customer's compliance with the terms of this Agreement.
Section 9: Confidential Information
9.1 Confidentiality Terms. Each party shall keep confidential all Confidential Information
provided to it by the other party, and shall not use such Confidential Information for any purpose
other than the proper purposes contemplated by this Agreement. A party may disclose
Confidential Information only to its employees and contractors who need to know such
information, and who are also bound to keep such information confidential. A party may also
disclose Confidential Information to the extent required by the open records act or other freedom of
information laws or regulations, provided that it gives the other party reasonable prior notice of
such disclosure and, if feasible, the opportunity to object to or seek to limit such disclosure. Each
party shall give the other party's Confidential Information at least the same level of protection as it
gives its own confidential information of similar nature, but not less than a reasonable level of
protection.
9.2 Restrictions on Disclosure. Customer must not disclose the Software, its Documentation, or
any other Spillman documentation, (i)to any competitor of Spillman,or(ii)to any other third party
unless it has a need to know such information for the proper purposes of this Agreement.
Section 10: Utilities; Restrictions on Usage
10.1 Utilities. Spillman provides certain software Utilities as part of the Software.Spillman may add,
modify, or remove Utilities from the Software during the term of this Agreement. The Utilities
contain material that is proprietary to Spillman and/or its licensors, and may be used only as
permitted by this Agreement.
10.2 Use of Utilities. Customer is permitted to use the Utilities for read-only operations in
connection with the authorized use of the Software, but may not allow third parties to use the
Utilities unless an authorized official of Spillman consents in writing.With the exception of Open
Data Base Connectivity (ODBC), Customer is NOT permitted to utilize the Utilities or any other
software tools to write to Spillman's database in any manner, due to the potential for data
corruption and system slowdown or damage.Due to the potential for data corruption and system
slowdown or damage,Customer agrees that it does so solely at its own risk.
10.3 Disclaimer. Spillman permits customers to use the Utilities, but solely at the customers' own
risk. Spillman is NOT responsible for any breach of warranty, damages to the Software or its
database, data corruption, support issues, security issues or performance issues arising out of
Customer's or a third party's use of the Utilities (even if permitted by Spillman) or use of any
other software not specifically licensed in this Agreement (including any third party querying or
writing to the database).
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Section 11: Limited Warranty and Limitation of Liability; Indemnification
11.1 Functionality. Spillman warrants for a period of 12 months (the "Warranty Period"), and for
Customer's benefit alone, that the Software conforms in all material respects to the specifications
for the current version of the Software provided by Spillman. The Warranty Period will begin
upon the earlier of(i)the date of Customer's cutover to live operation of the Software(Go-live);or
(ii) twelve (12) months after the Effective Date. This warranty is expressly conditioned on
Customer's observance of the operation, security, and data-control procedures set forth in the
Documentation included with the Software.
11.2 Limitations. Spillman is not responsible for obsolescence of the Software that may result from
changes in Customer's requirements.The warranty set forth in Section 11.1 shall apply only to the
most current version of the Software issued by Spillman. Customer must notify Spillman of any
warranty issues or breaches within the Warranty Period; after the end of the Warranty Period,
Software errors and defects will be handled under Exhibit A (Maintenance and Support
Agreement). Issuance of updates does not result in a renewal or extension of the Warranty Period.
Spillman assumes no responsibility for the use of superseded,outdated,or uncorrected versions of
the Software. Such warranty also excludes non-performance issues that result from third party
hardware or software malfunction or defect; modification of the Software by any person other
than Spillman,or defects or problems that are outside the reasonable control of Spillman.
Customer will reimburse Spillman for its reasonable time and expenses for any services provided
at Customer's request to remedy excluded non-performance issues. Additionally, Spillman is not
responsible for any problems or errors with the Software or Customer's system resulting from use
of the ctperl or dbload Utilities in any manner other than read-only. Customer expressly
acknowledges that any use of the "write" or "update" features of these Utilities may damage
Customer's database or cause other problems with its system.
11.3 Remedies. As Customer's exclusive remedy for any material defect in the Software for which
Spillman is responsible, Spillman shall use reasonable efforts to correct or cure any reproducible
defect by'issuing corrected instructions, a fix or a workaround. In the event Spillman does not
correct or cure such nonconformity or defect after Spillman has had a reasonable opportunity to
do so,Spillman's liability shall be limited to the amount paid as the license fee for the defective or
non-conforming module of the Software. Spillman shall not be obligated to correct, cure, or
otherwise remedy any nonconformity or defect in the Software if Customer has made any changes
whatsoever to the Software, if the Software has been misused or damaged in any respect, or if
Customer has not reported to Spillman the existence and nature of such nonconformity or defect
promptly upon discovery thereof.
11.4 Limitation of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
SPILLMAN AND ITS LICENSORS DISCLAIM ANY AND ALL PROMISES,
REPRESENTATIONS,AND WARRANTIES WITH RESPECT TO THE SOFTWARE, INCLUDING
ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE
EXISTENCE OF ANY LATENT OR PATENT DEFECTS, TITLE, NON-INFRINGEMENT, AND
ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. Customer
agrees that Spillman is not responsible, and Spillman disclaims all liability, for any claims or
8
damages arising out of or related to any unauthorized persons hacking into or accessing
Customer's database or the Software.
11.5 Limitation of Liability. THE CUMULATIVE LIABILITY OF SPILLMAN AND ITS
LICENSORS TO CUSTOMER FOR ALL CLAIMS RELATING TO THE SOFTWARE AND THIS
AGREEMENT, INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR
STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL LICENSE FEES
PAID TO SPILLMAN HEREUNDER. This limitation of liability is intended to apply without
regard to whether other provisions of this Agreement have been breached or have proven
ineffective. Spillman shall have no liability for the loss of data or documentation, it being
understood that Customer is responsible for reasonable backup precautions.
11.6 Limitation of Damages. IN NO EVENT SHALL SPILLMAN AND ITS LICENSORS BE
LIABLE FOR ANY LOSS OF PROFITS; ANY INCIDENTAL, SPECIAL, PUNITIVE, OR
CONSEQUENTIAL DAMAGES; OR ANY CLAIMS OR DEMANDS BROUGHT AGAINST
CUSTOMER BY THIRD PARTIES, EVEN IF SPILLMAN OR ITS LICENSORS HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS. This limitation upon
damages and claims is intended to apply without regard to whether other provisions of this
Agreement have been breached or have proven ineffective.
11.7 Indemnification.
A. General Indemnification. Spillman agrees to defend, indemnify and hold
harmless, the City of Boynton Beach, Florida, its officers, commissioners,
employees, and agents and volunteers agents who are users of the Software
furnished, against any and all claims arising from any personal injuries,
death, or damages to tangible property caused by the negligence or willful
misconduct of Spillman, its agents or employees, and Spillman will pay any
final judgment or amounts agreed in settlement, including, any reasonable
attorneys' fees, costs and expenses. The foregoing excludes any claims
related to the functionality or use of, or bugs or errors in, the Software
provided by Spillman, which shall be governed solely by the terms of
Spillman's license agreement. The City shall provide reasonable notice to
Spillman after receipt by the City of any claim, suit or action against the City
arising directly or indirectly from the operations of Spillman hereunder, for
which the City may be entitled to a defense or indemnity by Spillman, under
the provisions of this Contract. Spillman shall have the right to control the
defense of any such claim, suit, or actions. The City shall provide such
information and assistance as is necessary to enable Spillman to defend,
compromise or settle such claim. Spillman shall also be liable to the City for
all reasonable costs, expenses, attorneys' fees and damages which may be
incurred or sustained by the City by reason of Spillman's breach of any of the
provisions of the contract.
A. Intellectual Property Spillman agrees to defend Customer against any and all
third party claims, demands, lawsuits or legal actions arising out of any
9
actual or alleged infringement of any U.S. copyright, or patent
misappropriation of trade secret or trademark, by the Software furnished,
and Spillman will pay any damages, costs and expenses (including
reasonable attorneys' fees) finally awarded in such action or paid to settle
the action.
Spillman will not be required to indemnify Customer unless (i) Customer
promptly notifies Spillman of any such claim; (ii) Customer gives Spillman
sole control of the defense and all settlement negotiations, and the authority
to represent Customer in defending the claim; and (iii) Customer provides
Spillman with any information and assistance that Spillman reasonably
requests in defending against the claim. Customer may, at its option and
expense, be represented by separate counsel in any such action. If a court or
other legal authority finds that any part of the Software infringes on a third
party's intellectual property rights, or if Spillman believes that it infringes,
Spillman will use reasonable efforts to obtain a license under the rights that
have been infringed, to modify the Software so it is no longer infringing, or to
provide to Customer substitute software that is non-infringing; provided that
if in Spillman's judgment such options are not commercially reasonable,
Spillman may terminate the license for the Software or the infringing portion
thereof upon written notice to Customer. Spillman will have no liability for
infringement arising out of modification of the Software by any party other
than Spillman, use of an outdated version of the Software, or the
combination or use of the Software with any other software, hardware,
equipment, product, or process not furnished by Spillman, if use of the
Software alone and in its current, unmodified form would not have been an
infringement. Spillman is not liable for any infringement claims based upon
Third Party Software or hardware. This Section 11.7 states Spillman's entire
obligation with respect to any claim for infringement or misappropriation of
any third party intellectual property rights.
Section 12: Term of Agreement; Termination
12.1 Term of Agreement. Customer's license of the Software shall become effective upon the
execution of this Agreement and shall continue perpetually unless otherwise terminated as
provided herein.
12.2 Support Required. Customer is required to continue purchasing support and maintenance
services from Spillman throughout the term of this Agreement, as a condition to the license of the
Software under this Agreement.This Agreement shall automatically terminate if Customer ceases
paying the required fees for maintenance and support of the Software, unless Spillman terminates
the Support Agreement without cause.
12.3 Termination without Cause. Customer may terminate this Agreement at any time upon
ninety (90) days' prior written notice to Spillman, without cause, subject to any outstanding
10
obligations and financial commitments of Customer under this Agreement (e.g., Customer's
obligation to pay license fees is not rescinded by such termination).
12.4 Termination for Cause. Either party may terminate this Agreement, in addition to seeking
any other available remedies, if the other party breaches any material term of this Agreement -
including the Support and Maintenance Agreement (Exhibit A) or any Statement of Work
executed by the parties - and does not correct such breach within thirty (30) days following
written notice of the breach from the other party. Repudiation or failure to accept the Software
without cause constitutes a material breach of this Agreement. In addition to or in lieu of
termination, a party may seek any other remedies that may be available at law or in equity.
12.5 Termination for Loss of Funding. Customer may also terminate or suspend this
Agreement upon thirty (30) days prior written notice in the event of the elimination of an
appropriation for, or the non-availability of, sufficient funds for the purposes of this Agreement.
In such case Spillman will be entitled to recover from Customer,upon appropriate documentation,
the costs of all labor performed up to and including the effective date of the termination,profit on
all labor performed up to and including the effective date of termination, and the cost of all
materials and supplies that have been purchased.
12.6 Effect of Termination. Upon termination of this Agreement, all rights granted to Customer
will terminate and revert to Spillman and/or its licensors. Promptly upon termination of this
Agreement for any reason or upon discontinuance or abandonment of Customer's possession or
use of the Software, Customer must return or destroy, as requested by Spillman, all copies of the
Software in Customer's possession (whether modified or unmodified), and all related
Documentation, Confidential Information and other materials pertaining to the Software
(including all copies thereof). Customer agrees to certify Customer's compliance with such
obligation upon Spillman's request. Customer will permit Spillman to repossess the Software and
any products sold hereunder for which Customer has not fully paid the license fees or purchase
price, as applicable. If Customer has any outstanding payment obligations under this Agreement,
Spillman may accelerate and declare all such obligations of Customer immediately due and
payable by Customer as a liquidated sum and proceed against Customer in any lawful way for
satisfaction of such sum. The terms of Sections 2.2, 32, 52, 5.3, 9, 10.3, 11.4, 11.5, 11.6, 11.7, 12.6
and 13 shall survive termination of this Agreement.
Section 13: Miscellaneous
13.1 Entire Agreement - Amendment. This Agreement, together with its exhibits, which are
attached hereto and incorporated herein by reference,constitutes the complete agreement between
the parties with respect to the Software and other subject matter hereof. No modification of this
Agreement shall be binding unless it is in writing and is signed by an authorized representative of
each party.
13.2 Assignment. Customer may not assign or transfer this Agreement or any of its rights or duties
hereunder to any third party without Spillman's prior written consent.
13.3 Governing Law. This Agreement will be governed by the laws of the state where Customer's
primary facility is located, not including conflicts of laws provisions. In any legal action between
11
the parties, the prevailing party shall be entitled to an award of its reasonable costs and attorneys'
fees from the other party. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
13.4 No Waiver. Any waiver by either party of a default or obligation under this Agreement will be
effective only if in writing.Such a waiver does not constitute a waiver of any subsequent breach or
default. No failure to exercise any right or power under this Agreement or to insist on strict
compliance by the other party will constitute a waiver of the right in the future to exercise such
right or power or to insist on strict compliance.
13.5 Injunctive Relief. Customer acknowledges that, in the event of Customer's breach of any of the
confidentiality terms or scope of use restrictions in this Agreement, Spillman will not have an
adequate remedy in money or damages.Spillman shall therefore be entitled to obtain an injunction
against such breach from any court of competent jurisdiction immediately upon request,without the
necessity of posting bond, in addition to any other remedies that may be available at law or in
equity.
13.6 Limitation of Actions. No action,whether based on contract, strict liability,or tort,including
any action based on negligence, arising out of the performance of services under this Agreement,
may be brought by either party more than three (3) years after such cause of action occurred.
However, action for nonpayment may be brought within three (3) years of the date the last
payment was received by Spillman.
13.7 Notices. Any notices required or permitted under this Agreement shall be in writing and
delivered in person or sent by registered or certified mail, return receipt requested, with proper
postage affixed,or sent by commercial overnight delivery service with provisions for a receipt.
13.8 Severability. If any term of this Agreement is held to be invalid or void by any court or
tribunal of competent jurisdiction, it shall be modified by such court or tribunal to the minimum
extent necessary to make it valid and enforceable. If it cannot be so modified, it shall be severed
from this Agreement and all the remaining terms of this Agreement shall remain in full force and
effect.
13.9 Force Majeure. A party shall be excused from delays or failure to perform its duties, other
than payment obligations, to the extent such delays or failures result from acts of nature, riots,
war, acts of public enemies, fires, epidemics, labor disputes, or any other causes beyond its
reasonable control. The parties will promptly inform and consult with each other as to any of the
above causes that in their judgment may or could be the cause of a substantial delay in the
performance of this Agreement. Either party may, in its discretion, terminate this Agreement if a
delay in performance by the other party exceeds or is reasonably expected to exceed six (6)
months.
13.10 Export. In the event export of the Software is expressly permitted in writing by Spillman,
Customer may only export the Software (including any related materials) as authorized by U.S.
law and any other applicable jurisdiction. In particular, the Software may not be exported into
any country where such export is prohibited by law,regulation,or governmental order.
12
13.11 U.S. Government Restricted Rights. Any software obtained for or on behalf of the
United States of America, its agencies and/or instrumentalities ("U.S. Government") is provided
with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to
restrictions in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for
Department of Defense transactions, DFAR 252.227-7015 (Technical Data - Commercial Items)
and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software
Documentation).
Spillman desires that Customer be confident that the Software will suit Customer's needs. Although
Customer must make that determination, Spillman is prepared to fully discuss the Software with
Customer and answer questions. By executing this Agreement, Customer acknowledges that it has been
given an adequate opportunity to investigate Customer's computer and Software needs and that based
on its examination of the Software,Customer finds the Software to be satisfactory.
13
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives as set forth below.This Agreement is not effective,and the license of the Software will not
commence,until it has been executed by an authorized representative of both Customer and Spillman.
Accepted and Approved by:
The City of Boynton Beach
Signature: GG/�"'" :rT..� APPROVED AS TO FORM:
l l
Print Name:641
h/'' �iyV���'e �I I o"''Ev
Title:
Date: // -1717
Spillman Technologies, Inc.
Signature: ab_
Print Name: CH4lcT1AJE /�I4 I42.1t
Title: VI GL PiZL=3JDL- i
Date:
14
Spillifiall.
echnologies,inc.
City of Boynton Beach, FL a Motorola Solutions Company
•
Exhibit B
Purchased Products and Services
Boynton Beach Police Dept.
Integrated Public Safety technologies, inc.
Software Purchase Agreement a Motorola Solutions Company
Expiration Date: December 29, 2017 Prepared By: Russell Andrus
Software, Services and Hardware
Inclusions Price
Total Software $730,565
Total Professional Services/Implementation $175,375
Hardware and Data Conversion $90,872
Grand Total $996,812
Motorola Solutions VIP Program Discount (Details $71,812
included at the end of this price proposal)
Project Grand Total $925,000
Ongoing Maintenance
Inclusions Price
First Year of Maintenance Included
Second Year of Maintenance $85,849.17
Third Year of Maintenance $88,424.65
Fourth Year of Maintenance $91,077.39
Fifth Year of Maintenance $93,809.71
Sixth Year of Maintenance $96,624.00
Spillman agrees to maintenance reduction and a 3%cap on annual maintenance increase for
subsequent years on all products listed within this agreement, as part of the Motorola Solutions VIP
Program.
1
Spillifian
echnologies,inc.
City of Boynton Beach, FL a Motorola Solutions Company
System Core (Hub)
Modules Licensing Price
Master Tables - Name, Vehicle & Property
• Stores all system information,which can be accessed from one central Site License $79,552
repository.Including master name,vehicle and property
StateLink — FCIC/NCIC
• Easily query State and National databases from within the system Site License $29,450
GIS
• Integrates GIS data with CAD,Mobile and RMS Site License $0
Data Replication
• Pull data from live database into a replicated secondary database for Site License $0
reporting
Learning Management System (LMS)
• Allows users to have continued training and ease of training new hires Site License $3,602
and easy refresher training
Message Center
• Integrated message center for ease of department wide communication Site License $0
Warrants
• Store and track outstanding warrants and communicate with RMS and Site License $0
CAD
Imaging & File Attachment
• Easily attach and view images and various file attachments Site License $24,542
Insight (Data Sharing Tool)
• Share data with surrounding agencies utilizing Spillman's Insight tool Site License $14,724
Crystal Reports
• Allows users to pull statistics from Spillman utilizing Crystal Reports Site License 5563
System Core (Hub) Total: $152,433
Computer-Aided Dispatch (CAD)
2
splilman
inc.
City of Boynton Beach, FL a Motorola Solutions Company
Modules Licensing Price
CAD
• All system modules are fully integrated,dispatchers can easily access Site License $49,079
data from any table with a single login
CAD Mapping, Pin Mapping and AVL
• Provides users with powerful access to location and call information Site License $24,830
based on full integration with the CAD system
E9-1-1 Interface
• Populates ANI/ALI automatically into the Spillman CAD system Site License $7,362
Response Plans
• Provides dispatchers with a pre-determined list of response Site License $24,542
assignments and instructions for various incidents
Premises and HazMat Information
• Allows dispatch to quickly access premise and hazmat information Site License $14,724
for location of incident
ProQA Interface
• Interface with the ProQA Medical product to allow for seamless call Site License $18,751
handling
Alarm Tracking and Billing
• Easily track alarms and false alarms with the ability to bill those Site License $14,724
locations
Rapid Notification (Rip n Run)
• Allows users to configure based on call nature and the station to send
emails or texts to smartphones,faxes,or a message to a network Site License $18,751
printer
CAD Management Dashboard
• Quickly access and view the current statistics and call data related to Site License $15,194
Dispatch
CAD Total: $187,957
3
Spillifiall.echnologies,inc.
City of Boynton Beach, FL a Motorola Solutions Company
Spillman Mobile
Modules Licensing Price
Mobile Records
• Provides field system data access without officers leaving the vehicle or Site License $18,751
requiring dispatcher assistance
Mobile Law and Field Interview Forms
• Enables officers to quickly complete forms directly from the patrol Site License $24,542
vehicle
Mobile Mapping and AVL
• Tracks the location of all fleet units in real-time through Global Site License $18,751
Positioning System(GPS)receivers
Mobile Quickest Route
• Utilize GPS and GIS data to provide units with quickest routes for each Site License $12,270
call
FL TraCS Interface
• Interface with FL TraCS for all accident and citation reporting Site License $41,656
Mobile Voiceless Dispatch (Mobile CAD)
• Enables personnel to quickly update status,as well as add/view call Site License $18,751
comments
Spillman Touch (Smartphone/Tablet)
• Provides access to dispatch information,and receiving call assignments
using a mobile device as well as searching for name,vehicle,property, Site License $24,542
and incident records from a mobile device
Mobile Premise & HazMat
• Quickly access premise and hazmat information for location of incident Site License $7,362
Mobile State and National Queries
• Allows users to search databases for name,vehicle,property,guns,and Site License $18,751
wanted person records and images
Spillman Mobile Total: $185,376
Records Management System (RMS)
4
sniliman
1 technologies,inc.
City of Boynton Beach, FL a Motorola Solutions Company
Modules Licensing Price
RMS (Law Records)
• Consolidates all law incident records into one database Site License $49,075
Evidence Management
• Maintains complete and accurate chain of custody for all evidence Site License $23,966
received
Evidence Barcode and Audit — includes 2 barcode equipment bundles
• Allows for simplified data entry,precise labeling,and hand-held Included in
Site License
auditing of storage locations Evidence
UCR/NIBRS Reporting
• State UCR interface and NIBRS interface Site License $29,450
Traffic Information and Citations
• Delivers consistent,accurate data for shaping sound traffic safety Site License $14,724
procedures
Pin Mapping
• Provides accurate and timely data to analyze incidents and crime Site License $14,724
trends
Offender Tracking
• Track SORNA information,including offense records and risk levels Site License $14,724
Personnel
• Prevents redundant entry of information based on system-wide Site License $14,724
integration
CompStat Management Dashboard
• Quickly access and view the current statistics and crime trend analysis Site License $43,412
of the department
RMS Total: $204,799
Hardware and Data Conversion
5
sililhinan
technologies,inc.
City of Boynton Beach, FL a Motorola Solutions Company
Hardware and Data Conversion
Products Price
Hardware
-3:•800GB SSD Drives(2.5in)for Storwize 3700 SAN(2072-24C-ACMF)
-6:2TB 7.2 2.5 Inch NL HDD for Storwize 3700(ACLU)
-24: 16GB(1x16GB,2Rx4, 1.5V)PC3-14900 CL13 ECC DDR3 1866MHz LP RDIMM 24
(00D5048) $49,882
-6:VMware vSphere Enterprise Plus(v.6)-upgrade license-1 processor(VS6-STD-
EPL-UG-C CDW)
-12:VMware Support and Subscription Production-technical support-for VMware
(V56-OEPL-P-SSS-C)
Data Conversion $40,990
-See attached scope of work for details of this conversion
Hardware, Third Party & Interfaces Total: $90,872
6
spiliman
echnologies,inc.
City of Boynton Beach, FL a Motorola Solutions Company
Professional and Implementation Services
With over 35 years of experience and more than 1,900 customer agencies throughout the United
States, Spillman has a long history of maintaining successful business partnerships. During
Spillman's time providing public safety solutions, we have an unprecedented implementation
success rate.
Professional Services
Department Price
Project Management — Up to 678 Hours of service and on-site approximately 5 times
• All of Spillman's project managers are PMP-certified by the PMI
• Single point of contact coordinates each project milestone from start to finish
GIS Specialist
• GIS Specialists train agency personnel Geobase set up and operation
• Trainers are onsite to help build the system's street and address database
Installation — Technicians provide up to 725 hours of services and on-site approximately
2 times
• Installation team installs the Spillman software,as well as tests,adjusts,and
configures the operating system
• Manages server configuration,oversees system installation,and coordinates
installation of external interfaces
Training — Provide up to 589 hours of services and on-site approximately 25 times
• Onsite during implementation to teach every employee how to effectively use all
Spillman applications
• Trainers troubleshoot live databases,identifying best practices for improvement
Go-live
• The Spillman project manager and training personnel provide onsite hands-on
assistance at Go-live to ensure a successful transition to the Spillman software
Customer Support
• Achieved a 39%success rate with our one-call initiative—support needs were
resolved in a single call
Ongoing Training and Services
• Access to Spillman Learning Management System(LMS)to allow for continued
training and ease of training new hires and easy refresher training
Professional Services Total*: $175,375
*Professional Services Total includes all travel and per-diem for implementation
7
Spiliman
echnologies,inc.
City of Boynton Beach, FL a Motorola Solutions Company
The following payment terms reflect when the Customer will pay Spillman. Milestones will be
completed and verified by the Customer prior to payment to Spillman.
Boynton Beach Payment Terms
Upon Contract Signing 20% $185,000
Onsite Pre-Implementation Meeting with Project Manager 20% $185,000
Installation of Hardware 20% $185,000
Installation of State Specific and third party Interfaces 10% $92,500
Project Go-live 30% $277,500
Grand Total 100% $925,000
If Boynton Beach finances the purchase the above milestones may be subject to change.
8
s illman
1 technologies,inc.
City of Boynton Beach, FL a Motorola Solutions Comaany
October 26, 2017
City of Boynton Beach, FL
100 East Boynton Beach Blvd.
Boynton Beach,FL 33425
Motorola Solutions VIP Program
Motorola Solutions works with its customers to develop materials that highlight
successful implementations of Motorola products, solutions and services. In exchange
for a significant discount on the initial purchase and ongoing maintenance, Motorola
Solutions requests that Boynton Beach participate in the Motorola Solutions VIP
program as an exclusive strategic partner in Palm Beach, Broward and Miami-Dade
Counties. We use this agreement to secure the City of Boynton Beach's approval of the
content included in this document.
These marketing efforts will focus on the following Motorola products, services and/or
solutions: Spillman Flex Public Safety Software.
These customer experience materials may include your trademarks, service marks, logos
and other public information about your city. The materials may include direct quotes
given by you or your employees,along with their names and titles.
We ask that you review the materials, provide any edits, and allow us to use the final
approved materials without compensation for sales, marketing and communications
purposes on the Motorola website and in Motorola print publications and presentations
as detailed in this document.
With your final approval,you confirm that the materials accurately reflect your customer
experience and do not reveal information that you know is confidential.You also confirm
that all specific claims or facts in the materials, such as cost savings or performance
improvements, are accurate and supported by data and release Motorola from any and all
claims for damages for defamation or any other claim based upon its use. You also
acknowledge that you have not received anything of material value from Motorola in
exchange for participation in the customer experience materials.
If someday your situation changes and you feel the customer experience materials are no
longer accurate, let us know so we can remove them from our Motorola online properties,
or revise accordingly. We will also use commercially reasonable efforts to notify our
channel partners so they can also stop using the materials. We'll stop using the materials
and advise our channel partners accordingly once you have notified us within 30 days.
1
splilman
echnologies,inc.
City of Boynton Beach,FL a Motorola Solutions Company
The following list outlines some of the possible promotional activities that Motorola may
request of Boynton Beach. The Motorola marketing and sales departments will work with
Boynton Beach to determine the appropriate activities.
Sample List of Possible Promotional Activities
Blog Post. Customer participates in a blog post for joint use showcasing the customer's
innovations and accomplishments with Motorola as a partner.
Case Study. Customer participates in a Motorola-published case study highlighting the
customer's business challenge, solution/ service/products provided by Motorola and
benefits/results realized as a result. This could be a print or a video case study.
Customer Name/Logo. Customer agrees to allow Motorola to use their company name and
logo in Motorola sale and marketing materials.
Customer Quote. Customer allows Motorola to publish a quote in Motorola sales or
marketing materials or on the web. May also be used for earnings announcements and/or
executive presentations.
Multimedia Demonstration in Motorola marketing centers, Motorolasolutions.com and
Motorola intranets and for other uses, such as in an exhibit booth.
Podcast/Webinar. Customer participates in a video and/or audio recording or broadcast of
reference content, either as a speaker or through an interview format.
Press Activity/Press Release. Customer is willing to participate in a press release and/or
customer speaks with reporters to provide background for published articles in business
and/or trade press.
Speaking Engagement/Event Participation. Customer is willing to participate in a panel
discussion or present at an industry conference, analyst event or Motorola-sponsored
event.
Success Story Slide. Customer allows Motorola to create a PPT slide or slide set on their
engagement.
Reference Call. Customer agrees to speak via telephone with a prospective Motorola
customer.
Written Reference. Willing to complete a question/metrics document for a prospective
customer proposal.
RFI/RFP. Customer company name and contact listed in Motorola-submitted proposals to
2
splilMaR
echnologies,inc.
City of Boynton Beach, FL a Motorola Solutions Comaany
prospective customers.
Site Visit.Customer agrees to host a prospective Motorola customer at their site.
Regional Trainings. Customer agrees to host potential regional trainings and/or users' group
meetings.
Open House. Customer agrees to host potential open house marketing events, which highlight
the product and the agency's use of the product to neighboring agencies.
3
LESSEE FACT SHEET
Please help Motorola Solutions, Inc, provide excellent billing service by providing the
following information:
• 1. Complete Billing Address CITY OF BOYNTON BEACH
100 E. BOYNTON BEACH BLVD.
BOYNTON BEACH, FL 33425
E-mail Address: AP@BBFL.US
Attention: ACCOUNTS PAYABLE
Phone: 561-742-6317
2. Lessee County Location: PALM BEACH COUNTY
59-6000282
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: TBA / POLICE DEPT.
5. Equipment description that you would like to appear on your
invoicing: SPILLMAN PUBLIC SAFETY SOFTWAREp
Appropriate Contact for Documentation /System Acceptance Follow-up:
6. Appropriate Contact& BOYNTON BEACH POLIC DEPT.
Mailing Address
ATTN: CPT. RICH MCNEVIN
100 E. BOYNTON BEACH BLVD.
BOYNTON BEACH, FL 33425
Phone: 561- 742-6124
Fax:
N/A EMAIL: MCNEVINR@BBFL.US
7. Payment remit to address: Motorola Solutions Credit Company LLC
P.O. Box 71132
Chicago IL 60694-1132
Thank you
ELPA FL Short C 72816
EQUIPMENT LEASE-PURCHASE AGREEMENT
Lease Number: 24274
LESSEE: LESSOR:
CITY OF BOYNTON BEACH Motorola Solutions, Inc.
100 East Boynton Beach Blvd. 500 West Monroe
Boynton Beach,FL 33425 Chicago IL 60661
Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor,the equipment and/or software described in
Schedule A attached hereto("Equipment")in accordance with the following terms and conditions of this Equipment
Lease-Purchase Agreement("Lease").
fl, 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 therefore 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
ELPA FL Short C 72816
the Equipment was delivered and is operational as if Lessee had in fact executed and delivered to Lessora 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 IMPLIED 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
therefore, 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.
ELPA FL Short C 72816
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 requirements 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 I I 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 exciudibility (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,the Contract, any
licensing or other agreement, 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 and/or install all parts,mechanisms, updates,upgrades 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, [or 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. Lessee shall pay, when due, all charges and taxes (local, state and federal) which may now or
hereafter be imposed upon the ownership, licensing, leasing, rental, sale, purchase, possession or 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 loss of or damage to the Equipment nor defect therein nor
ELPA FL Short C 72816
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 applied to the cost of such repair. If Lessor
determines that any item of Equipment is lost, stolen, destroyed or damaged beyond repair (an "Event of Loss"),
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 owed by Lessee to Lessor under this Lease,
including the Lease payment due on such date;and(ii)an amount equal to all remaining Lease Payments to be paid
during the Lease Term as set forth in Schedule B.
In the event that Lessee 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 applicable 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 and Lessor or its Assignee as an additional insured, and will contain a clause requiring the
insurer to give Lessor at least thirty(30)days prior written notice of any alteration in the terms of such policy or the
cancellation thereof. The proceeds of any such policies will be payable to Lessee and Lessor or its Assignee as their
interests 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. INDEMNIFICATION. Lessee shall,to the extent permitted by law, 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.
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 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
ELPA FL Short C 72816
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.
ELPA FL Short C 72816
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 Schedule A Equipment
Lease-Purchase Agreement,Schedule B,Evidence of Insurance, Statement of Essential Use/Source of Funds,
Certificate of Incumbency,Certified Lessee Resolution(if any),Bank Qualified Statement,Information Return for
Tax-Exempt Governmental Obligations and 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.
ELPA FL Short C 72816
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 WITNESS WHEREOF,the parties have executed this Agreement as of the day of ,2017
LESSEE: LESSOR:
CITY OF BOYNTON BEACH MOTO A S * TIONS NC.
By:
Title: ZiOlL.,,, - Title: Assis t Tr .surer
CERTIFICATE OF INCUMBENCY
I, `-J 6.N r1 -- \ O do hereby certify that I am the duly elected or
(Printed Name of Secretary/Cl rk)
appointed and acting Secretary or Clerk of CITY OF BOYNTON BEACH,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 individual(s)executing this agreement is/are the duly elected or appointed officer(s)of such entity
holding the office(s)below his/her/their respective name(s). I further certify that(i)the signature(s)set forth above
his/her/their respective name(s)and title(s)is/are his/her/their true and authentic signature(s)and(ii)such officer(s)
have the authority on behalf of such entity to enter into that certain Equipment Lease Purchase Agreement
number24274 between CITY OF BOYNTON BEACH and Motorola Solutions,Inc.If the initial insurance
requirement on Schedule B exceeds$1,000,000, attached as part of the Equipment Lease Purchase Agreement is a
Certified Lessee Resolution adopted by the governing body of the entity.
IN WITNESS WHEREOF,I have executed this certificate and affixed the seal of CITY OF BOYNTON •
BEACH ��
hereto this J 'day of ijece tom/ier,2017.
By: _ r� _ . SEAI,4
(Signa :re of Secretary/Clerk)
OPINION OF COUNSEL P.a 42>
C
With respect to that certain Equipment Lease-Purchase Agreement# n_ � . . between Motorola
Solutions, Inc. and the Lessee, I am of the opinion that:(i)the Lessee is,with 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•
sufficient monies available to make all payments required to be paid under the Lease during the current fiscal year of
the Lease, and such monies have been properly budgeted and appropriated for this purpose in accordance with State
law. This opinion may be r-lied upon.4 the'1essor and any assignee of the Lessor's rights under the Lease.
/ goi0e,„4(.7
/ _
Attorney for CITY OF BOYNTON BEACH
•
ELPA FL Short C 72816
SCHEDULE A
EQUIPMENT LEASE-PURCHASE AGREEMENT
Schedule A 24274
Lease Number:
This Equipment Schedule is hereby attached to and made a part of that certain Equipment Lease-
Purchase Agreement Number 24274 ("Lease"), between Lessor and CITY OF BOYNTON BEACH, 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
QUANTITY DESCRIPTION (Manufacturer,Model, and Serial Nos.)
Refer to attached Equipment List.
Equipment Location:
Initial Term: 48 Months Commencement Date: 12/29/17
First Payment Due Date: 12/15/18
4 annual payments of$156,669.50 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.
ELPA FL Short C 72816
sptecttoiogies,
City of Boynton Beach, FL a Motorola Saluttens Camparry
Exhibit B
Purchased Products and Services
Boynton Beach Police Dept sp
jib
technologies, inc.
aIl
Integrated Public Safety
Software Purchase Agreement a Motorola Solutions Company
Expiration Date: December 29,2017 Prepared By: Russell Andrus
Software, Services and Hardware
Inclusions Price
Total Software $730,565
Total Professional Services/Implementation $175,375
Hardware and Data Conversion $90,872
$996I 812
Motorola Solutions VIP Program Discount (Details
$71,012
included at the end of this price proposal)
Project Grand Total $925,000
Ongoing Maintenance
inciusiono Price
First Year of Maintenance Included
Second Year of Maintenance $85,849,17
Third Year of Maintenance $88,424.65
Fourth Year of Maintenance $91,07739
Fifth Year of Maintenance $93,809.71
Sixth Year of Maintenance $96,624.00
Spillman agrees to maintenance reduction and a 3%cap on annual maintenance increase for
subsequent years on all products listed within this agreement,as part of the Motorola Solutions VIP
Program.
1
S .
lechnologics,inc.
,City of Boynton Beach,FL a Moroala Solutions Company
System Core ( Hub)
Modules Licensing Price
Master Tables - Name, Vehicle & Property
• Stores all system information,which can be accessed from one central Site License $79,552
repository.Including master name,vehicle and property
StateLink - FCIC/NCIC
• Easily query State and National databases from within the system Site License $29,450
GIS
• Integrates GIS data with CAD, Mobile and RMS Site License $0
Data Replication
• Pull data from live database into a replicated secondary database for Site License $0
reporting
Learning Management System (LMS)
• Allows users to have continued training and ease of training new hires
Site License $3,602
and easy refresher training
Message Center
• Integrated message center for ease of department wide communication Site License $0
Warrants
• Store and track outstanding warrants and communicate with RMS and Site License $0
CAD
Imaging & File Attachment
• Easily attach and view images and various file attachments Site License $24,542
Insight (Data Sharing Tool)
• Share data with surrounding agencies utilizing Spillman's Insight tool Site License $14,724
Crystal Reports
• Allows users to pull statistics from Spillman utilizing Crystal Reports Site License $563
System Core (Hub) Total: $152,433
Computer-Aided Dispatch (CAD)
2
spillrnan
technologies,Inc.
City of Boynton Beach, FL morDrale SoMona Company
Modules Licensing Price
CAD
• All system modules are fully integrated,dispatchers can easily access
Site License $49,079
data from any table with a single login
CAD Mapping, Pin Mapping and AVL
• Provides users with powerful access to location and call information
Site License S24,830
based on full integration with the CAD system
E9-1-1 Interface
• Populates ANT/ALT automatically into the Spillman CAD system Site License $7,362
Response Plans
• Provides dispatchers with a pre-determined list of response
Site License $24,542
assignments and instructions for various incidents
Premises and HazMat Information
• Allows dispatch to quickly access premise and hazrnat information
Site License $14,724
for location of incident
ProQA Interface
• Interface with the ProQA Medical product to allow for seamless cal/
Site License $18,751
handling
Alarm Tracking and Billing
• Easily track alarms and false alarms with the ability to bill those
Site License $14,724
locations
Rapid Notification (Rip n Run)
• Allows users to configure based on call nature and the station to send
emails or texts to smartphones,faxes,or a message to a network Site License $18,751
printer
CAD Management Dashboard
• Quickly access and view the current statistics and call data related to
Site License $15,194
Dispatch
CAD Total: $187,957
3
U '
(echaologies,Inc.
City of Boynton Beach,FL a INomolaSolutions Company
Spillman Mobile
Modules Licensing Price
Mobile Records
• Provides field system data access without officers leaving the vehicle or Site License $18,751
requiring dispatcher assistance
Mobile Law and Field Interview Forms
• Enables officers to quickly complete forms directly from the patrol
vehicle Site License $24,542
Mobile Mapping and AVL
• Tracks the location of all fleet units in real-time through Global
Site License $18,751
Positioning System(CPS)receivers
Mobile Quickest Route
• Utilize CPS and GIS data to provide units with quickest routes for each Site License $:2,270
call
FL TraCS Interface
• Interface with FL TraCS for all accident and citation reporting Site License $41,656
Mobile Voiceless Dispatch (Mobile CAD)
• Enables personnel to quickly update status,as well as add/view call
Site License $18,751
comments
Spillman Touch (Smartphone/Tablet)
• Provides access to dispatch information,and receiving call assignments
using a mobile device as well as searching for name, vehicle,property, Site License $24,542
and incident records from a mobile device
Mobile Premise & HazMat
• Quickly access premise and hazmat information for location of incident Sire License $7,362
Mobile State and National Queries
• Allows users to search databases for name,vehicle, property,guns,and Site License $18,751
wanted person records and images
Spillman Mobile Total: $185,376
Records Management System (RMS)
4
Spillma
1 technologies,inc.
City of Boynton Beach,FL a Motorola Solutions Company
Modules Licensing Price
RMS (Law Records)
• Consolidates all law incident records into one database Site License $49,075
Evidence Management
• Maintains complete and accurate chain of custody for all evidence Site License $23,966
received
Evidence Barcode and Audit - includes 2 barcode equipment bundles
• Allows for simplified data entry,precise labeling,and hand-held Site License Included in
auditing of storage locations Evidence
UCR/NIERS Reporting
• State UCR interface and MBRS interface Site License $29,450
Traffic Information and Citations
• Delivers consistent,accurate data for shaping sound traffic safety Site License $14,724
procedures
Pin Mapping
• Provides accurate and timely data to analyze incidents and crime Site License $14j24
trends
Offender Tracking
• Track SORNA information,including offense records and risk levels Site License $14,724
Personnel
• Prevents redundant entry of information based on system-wide
Site License $14,724
integration
CompStat Management Dashboard
• Quickly access and view the current statistics and crime trend analysis Site License $43,412
of the department
RMS Total: $204,799
Hardware and Data Conversion
5
Silmn.
Slechnoiogies,Inc.
City of Boynton Beach,FL a Motorola Solutions Company
Hardware and Data Conversion
Products Price
Hardware
-3:800GB SSD Drives(2.5in)for Storwize 3700 SAN(2072-24C-ACMF)
-6:2TB 7.2 2.5 Inch NL HDD for Storwize 3700(ACLU)
-24: 16GB(1x16GB,2Rx4, 1.5V)PC3-14900 CL13 ECC DDR3 1866MHz U'RDIMM 24
(00D5048) $49,882
-6:VMware vSphere Enterprise Plus(v.6)-upgrade license-1 processor(VS6-STD-
EPL-UGC CDW)
-12:VMware Support and Subscription Production-technical support-for VMware
(VS6-OEPL-P-SSS-C)
Data Conversion
$40,990
-See attached scope of work for details of this conversion
Hardware, Third Party&Interfaces Total: $90,872
6
S ,
lechnoiogtes,Inc.
City of Boynton Beach,FL a Motorola Salaam*Company
Professional and Implementation Services
With over 35 years of experience and more than 1,900 customer agencies throughout the United
States, Spillman has a long history of maintaining successful business partnerships. During
Spillman's time providing public safety solutions, we have an unprecedented implementation
success rate.
Professional Services
Department Price
Project Management - Up to 678 Hours of service and on-site approximately 5 times
• All of Spillman's project managers are PMP-certified by the PMI
• Single point of contact coordinates each project milestone from start to finish
GIS Specialist
• GIS Specialists train agency personnel Geabase set up and operation
• Trainers are onsite to help build the system's street and address database
Installation - Technicians provide up to 725 hours of services and on-site approximately
2 times
• installation team installs the Spillman software,as well as tests,adjusts,and
configures the operating system
a Manages server configuration,oversees system installation,and coordinates
installation of external interfaces
Training - Provide up to 589 hours of services and on-site approximately 25 times
• Onsite during implementation to teach every employee how to effectively use all
Spillman applications
• Trainers troubleshoot live databases,identifying best practices for improvement
Go-live
• The Spillman project manager and training personnel provide onsite hands-on
assistance at Go-live to ensure a successful transition to the Spillman software
Customer Support
• Achieved a 39%success rate with our one-call initiative-support needs were
resolved in a single call
Ongoing Training and Services
• Access to Spillman Learning Management System(LMS)to allow for continued
training and ease of training new hires and easy refresher training
Professional Services Total*: $175,375
*professional Services Total includes all travel and per-diem for implementation
7
s ill ��an.
1 technologies,inc.
City of Boynton Beach,FL a Motorola Solutions Company
The following payment terms reflect when the Customer will pay Spillman. Milestones will be
completed and verified by the Customer prior to payment to Spillman.
Upon Contract Signing 20% $185,000
- f
Onsite Pre-Implementation Meeting with Project Manager 20% $185,000
Installation of Hardware 20% $185,000
Installation of State Specific and third party Interfaces 10% $92,500
Project Go-live 30% $277,500
Grand Total 100% $925,000 3
If Boynton Beach finances the purchase the above milestones may be subject to change.
City of Boynton Beach Schedule B (Lease #24274)
Compound Period: Annual
Nominal Annual Rate: 3.570%
CASH FLOW DATA
Event Date Amount Number Period End Date
1 Loan 12/29/2017 $575,000.00 1
2 Payment 12/15/2018 $156,669.50 4 Annual 12/15/2021
AMORTIZATION SCHEDULE-Normal Amortization,360 Day Year
Date Payment Interest Principal Balance
Loan 12/29/2017 $575,000.00
1 12/15/2018 $156,669.50 $ 20,014.31 $136,655.19 $438,344.81
2 12/15/2019 $156,669.50 $ 15,648.91 $141,020.59 $297,324.22
3 12/15/2020 $156,669.50 $ 10,614.47 $146,055.03 $151,269.19
412/15/2021 $156,669.50 $ 5,400.31 $151,269.19 $ -
Grand Totals $626,678.00 $ 51,678.00 . $575,000.00
INITIAL INSURANCE REQUIREMENT: $ 575,000.00
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.
ELPA FL Short C 72816
EVIDENCE OF INSURANCE
Fire, extended coverage,public liability and property damage insurance for all of the Equipment listed on
Schedule A number 24274 to that Equipment Lease Purchase Agreement number 24274 will be maintained by
CITY OF BOYNTON BEACH as stated in the Equipment Lease Purchase Agreement.
This insurance is provided by:
PREFERRED GOVERNMENTAL INSURANCE TRUST (PGIT)
Name of insurance provider
PO BOX 958455
Address of insurance provider
LAKE MARY, FL 32795
City, State and Zip Code
321-832-1400
Phone number of local insurance provider
LIABILITYCLAIMS@PGCS-TPA.COM
E-mail address
In accordance with the Equipment Lease Purchase Agreement Number 24274, City of Boynton Beach, FL,
hereby certifies that following coverage are or will be in full force and effect:
Type Amount Effective Expiration Policy
Date Date Number
(incl . in property)
10-1-16 10-1-18 PX2FL1 050200316-02
Fire and Extended Coverage
Property Damage $300, 000 10-1-16 10-1-18 PX2FL1 050200316-02
Public Liability
$4 , 000, 000 10-1-16 10-1-18 PX2FL1 050200316-02
Certificate shall include the following:
Description: All Equipment listed on Schedule A number 24274 to that Equipment Lease Purchase Agreement
number 24274. Please include equipment cost equal to the Initial Insurance Requirement on Schedule B to
Equipment Lease Purchase Agreement number 24274 and list any deductibles
Certificate Holder:
MOTOROLA SOLUTIONS, INC. and or its assignee as additional insured and loss payee
500 W Monroe
Chicago, IL 60661
If self insured, contact Motorola representative for template of self insurance letter.
ELPA FL Short C 72816
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, please address the following questions by completing this
form or by sending a separate letter:
1. What is the specific use of the equipment?
SPILLMAN CAD/RMS SYSTEM AND RELATED HARDWARE
2. Why is the equipment essential to the operation of CITY OF BOYNTON BEACH?
CAD/RMS IS REQUIRED TO DOCUMENT ALL POLICE ACTIVITIES FOR AGENCY.
RELATED HARDWARE IS NEEDED TO RUN THE SPILLMAN SOFTWARE.
3. Does the equipment replace existing equipment?
YES .
If so, why is the replacement being made?
CURRENT SYSTEM IS ANTIQUATED AND REDUNTANT CAUSING MANY EXTRA MAN
HOURS TO COMPLETE REPORTS.
4. Is there a specific cost justification for the new equipment?
YES .
If yes, please attach outline of justification.
SEE ATTACHED JUSTIFICATION FOR NEW EQUIPMENT
5. What is the expected source of funds for the payments due under the Lease for
the current fiscal year and future fiscal years?
PUBLIC SERVICE DEBT/FUND BALANCE
ELPA FL Short C 72816
Bank Qualified Statement
LESSEE CERTIFIES THAT IT HAS NOT DESIGNATED THIS LEASE AS A QUALIFIED TAX-
EXEMPT OBLIGATION IN ACCORDANCE WITH SECTION 265(b)(3) OF THE CODE AND IF THE
LESSEE HAS DESIGNATED THIS LEASE AS A QUALIFIED TAX-EXEMPT OBLIGATION, 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.
ELPA FL Short C 72816
CERTIFIED LESSEE RESOLUTION
At a duly called meeting of the Governing Body of the Lessee (as defined in the Lease) held on or before the
execution date of the Lease, the following resolution was introduced and adopted.
BE IT RESOLVED by the Governing Board of Lessee as follows:
Determination of Need. The Governing Body of Lessee has determined that a true and very real need exists for
the acquisition of the Equipment or other personal property described in the Lease between CITY OF
BOYNTON BEACH (Lessee)and Motorola Solutions,Inc. (Lessor).
1. Approval and Authorization. The Governing body of Lessee has determined that the Lease,
substantially in the form presented to this meeting, is in the best interests of the Lessee for the
acquisition of such Equipment or other personal property, and the Governing Board hereby approves the
entering into of the Lease by the Lessee and hereby designates and authorizes the following person(s)
referenced in the Lease to execute and deliver the Lease on Lessee's behalf with such changes thereto as
such person deems appropriate, and any related documents, including any escrow agreement, necessary
to the consummation of the transactions contemplated by the Lease.
2. Adoption of Resolution. The signatures in the Lease from the designated individuals for the Governing
Body of the Lessee evidence the adoption by the Governing Body of this Resolution.
ELPA FL Short C 72816
Form 8038-G Information Return for Tax-Exempt Governmental Obligations
(Rev.September 2011) P.Under Internal Revenue Code section 149(e) OMB No.1545-0720
►See separate instructions.
Department v of the Treasury Caution:If the issue price is under$100,000,use Form 8038-GC.
Internal Revenue Service
Part I Reporting Authority If Amended Return,check here ► 0
1 Issuer's name 2 Issuer's employer identification number(EIN)
City of Boynton Beach 59 — 4000222
3a Name of person(other than issuer)with whom the IRS may communicate about this return(see instructions) 3b Telephone number of other person shown on 3a
4 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 5 Report number(For IRS Use Only)
100 East Boynton Beach Blvd. ( 3
6 City,town,or post office,state,and ZIP code 7 Date of issue
Boynton Beach,FL 33425 12/29/2017
8 Name of issue 9 CUSIP number
Equiprttent Lease-Purchase Agreement 24274
10a Name and title of officer or other employee of the issuer whom the IRS may call for more Information(see 10b Telephone number of officer or other
instructions) employee shown on 10a
Part 11 Type of Issue(enter the issue price).See the instructions and attach schedule.
11 Education i 11
12 Health and hospital 12
13 Transportation 13
14 Public safety 14 $575,000.00
15 Environment(including sewage bonds) 15
16 Housing 16
17 Utilities 17
18 Other. Describe ► f8
19 If obligations are TANs or RANs,check only box 19a ► ❑
If obligations are BANs,check only box 19b ► ❑
20 If obligations are in the form of a lease or installment sale,check box ► E
Part HI Description of Obligations. Complete for the entire issue for which this form is being filed.
(C)Stated redemption (d)Weighted Final maturity date (b)Issue price
price at maturity average maturity (e)Yield
21 12/15/2021 $ 575,000.00 $ 575,000.00 4 years 3.57 %
Part IV Uses of Proceeds of Bond Issue(including underwriters'discount)
22 Proceeds used for accrued interest 22
23 Issue price of entire issue(enter amount from line 21,column(b)) 23 S575,000.00�
24 Proceeds used for bond issuance costs(including underwriters'discount) . . 24
25 Proceeds used for credit enhancement 25
26 Proceeds allocated to reasonably required 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 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) . , 30
Part V Description of Refunded Bonds.Complete this part only for refunding bonds.
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 advance refunded . . , ► years
33 Enter the last date on which the refunded bonds will be called(MM/DD/YYYY) ►
34 Enter the date(s)the refunded bonds were issued►(MM/DD/YYYY)
For Paperwork Reduction Act Notice,see separate instructions. Cat.No.63773S Form 8038-G(Rev.9-2011)
Form 8038-G(Rev.9-2011) Page 2
Part VI Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC) (see instructions) 36a
b Enter the final maturity date of the GIC►
o Enter the name of the GIG provider►
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units 37
38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box► ❑and enter the following information:
b Enter the date of the master pool obligation►
C Enter the EIN of the issuer of the master pool obligation 110'-
d
d Enter the name of the issuer of the master pool obligation to-
39
39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III)(small issuer exception),check box . . . ► ❑
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box OP-
41a
Ota if the issuer has identified a hedge,check here► ❑ and enter the following information:
b Name of hedge provider Pi-
c
c Type of hedge►
d Term of hedge II-
42
42 If the issuer has superintegrated the hedge,check box ► ❑
43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations(see instructions),check box ► ❑
44 If the issuer has established written procedures to monitor the requirements of section 148,check box I. El
45a If some portion of the proceeds was used to reimburse expenditures,check here► ❑ and enter the amount
of reimbursement ►
b Enter the date the official intent was adopted►
Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge
Signature and belief,they are true,correct,and cojnplete.1 further declare that I consent to the IRS's disclosure of the issuer's return information,as necessary to
and process this return, o the persona have authorized above.
Consent ^ ✓ ,I_.1 � / / /V a - -moi /A �c�U�L/
Signature o issuer's authorized representative Date ' r Type or print name and title
Paid Print/Type preparer's name Preparer's signature { Date PTIN
Check❑ if
Preparer _.___- _ i self-employed
Use Only Firm's name ► Firm's EIN ►
Firm's addren ► Phone no.
Form 8038-G(Rev.9-2011)
NEW/MODIFIED CAPITAL I_ JECT
STATEMENT OF NEED FORM
Date Prepared: 02/11/2016
Submitted By: Suzanne Crawford, Police Department Project Modification 0
Division Director: Jeffrey Katz, Chief of Police New Project '
PROPOSED PROJECT NAME:
Police CAD Records Management System
STATEMENT OF NEED/JUSTIFICATION:
The current system we utilize is antiquated, labor intensive and inefficient. A new RMS
system will save valuable time during call taking/dispatching of calls for service allowing
more efficiency department wide. In addition,we will be able to share/pool information with
neighboring agencies contributing to regional intelligence gathering and increasing our case
clearances. Currently,we are the only law enforcement agency in the Southern Region of
Palm Beach County that is incapable of contributing to this effort.Additionally, our current
system restrains our ability to analyze crime trends and deploy our resources in a way that
maximizes our effectiveness. A new RMS system will be more user friendly linking modules
cutting down on input time. Lastly,we will be able to integrate our payroll /workforce
management system saving manpower hours.
PROJECT SCOPE/DESCRIPTION:
Replacement of a new CAD Records Management System. Recommend funding in CIP to cover
costs in 2017.
TIMING/SCHEDULE/PROPOSED STARTING DATES:
FY16/17, Starting
DELAY IMPACTS/OTHER ISSUES IF NOT STARTED AS REQUESTED:
We will maintain the existing RMS system and upgrade as needed to maintain the status quo.
PROJECT CRITERIA ESTIMATED COST:
Replacement of Facilities/Equipment $1,004,500
(New) X Planning/Design $
Expansion of Facilities(Modification) Construction
Enhance Service to Public X
Regulatory or Commission Mandate Art(1%of Constr. > $250K) $
Reduce Cost X Environmental $
Generate Revenue Equipment/Information Tech.
$1,142,442.00
Health& Safety X
Operating Budget Impact $189,000.00
Security/Fire Control
ADA Compliance
1 of 2
SOURCE(S) OF FUNDING: $
Fund Balance/Reserves $
Debt $
Grant $
Impact Fees $
Fund Transfer( ) $
Other Source(CIP) $1,142,442.00
PROJECT PRIORITY
High(Critical—tied to mandates or safety) X
Medium(Maintain level of service,savings)
Low(Moderate benefit)
•
Please submit to Anthony Davidson—davidsona(abbfl.us
•
2 of 2
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 No.: 24274 Lease Schedule A No. : 24274
EQUIPMENT INFORMATION
QUANTITY MODEL NUMBER EQUIPMENT DESCRIPTION
Equipment referenced in lease Schedule A
#24274. See Schedule A for a detailed
Equipment List.
LESSEE:
CITY OF BOYNTON BEACH
By: giu- oQ•�"�`'
Date: k. 2-412--I 1 l
ELPA FL Short C 72816