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HomeMy WebLinkAboutItem 4.6 - 2230 Replacement of Digital Radios and Equipment Page 1 of 4 STAFF REPORT CITY COUNCIL DATE: October 16, 2018 TO: Honorable Mayor and City Councilmembers FROM: Christopher L. Foss, City Manager SUBJECT: Replacement of Digital Radios and Equipment for Public Safety Needs Prepared by: Nate Schmidt, Captain Dublin Police Services EXECUTIVE SUMMARY: The City Council will consider updating the City’s radio technology, including authorization to purchase new equipment for interoperable communications, police radios and additional radios and technology to service the City’s Emergency Operations Center. STAFF RECOMMENDATION: Adopt the Resolution Waiving the Formal Bid Requirements, Approving the Purchase of Digital Radios and Equipment from Red Cloud, Inc., and Declaring Radios Replaced as Surplus Property; and approve the budget change. FINANCIAL IMPACT: The Fiscal Year 2018-19 Internal Service Fund Budget includes funding for the purchase of 20 Motorola APX 6500 radios for police vehicles and two Motorola APX 8500 radios for Dublin Police motorcycles. Sufficient funding exists in the General Fund Reserve Committed for Emergency Communications to purchase an additional 60 Motorola radios, radio accessories and 89 digital upgrades to existing radios. Fees associated with the additional 60 radios will also be funded by the General Fund Reserve Committed for Emergency Communications. On -going monthly fees requested by EBRSCA shall be budgeted in subsequent years. DESCRIPTION: In 2007, members of public agencies throughout Alameda County and the Bay Area, including the City of Dublin, formed the East Bay Regional Communications Systems Authority (EBRCSA) to enhance interoperable communications between mutual aid response teams and federal, state and local public agencies during emergency situations. In 2013, the EBRCSA system was implemented utilizing Frequency Division Multiple Access (FDMA) which serves approximately 18,500 users in Alameda and Page 2 of 4 Contra Costa Counties and if necessary, 2,500 mutual aid responders from adjoining counties. The FDMA system is nearly at its capacity of users, as a result in December 2017, the EBRCSA Board of Directors adopted a resolution to transition from FDMA to Time Division Multiple Access or TDMA. The transition to TDMA will nearly double the maximum number of users on the EBRCSA system with the goal of having uninterrupted interoperable communications between the greatest number of public agencies. The conversion to TDMA is scheduled to take place June 30, 2020 and will require an update in radio technology. The transition to the TDMA system requires replacement of 22 police radios and the upgrade of 89 existing radios. Staff is also requesting the authorization to purchase an additional 60 radios and associated radio accessories with the upgraded technology to equip the Emergency Operations Center as well as anticipated additions to the vehicle fleet and police staff. The Dublin Municipal Code establishes the procedures for making purchases and requires that purchases in excess of $45,000 be awarded by the Cit y Council. The award is to be made based on formal sealed bids unless one of the allowed exceptions is utilized. Section 2.36.100(B)(4) of the Dublin Municipal Code allows for exceptions to the typical public bidding process when another public agency ha s administered a competitive bidding process and has a current valid agreement for the same or substantially similar consultant or professional services, general services, supplies or equipment. Attachment 1 is Contra Costa County’s Motorola Communications System Agreement as amended and dated June 26, 2018. Motorola has extended the bid pricing to November 15, 2018 with the understanding that the Dublin City Council must first approve the waiver of competitive bid process and authorize Staff to purchase the digital radios. Additionally, Section 2.36.100(B)(4) of the Dublin Municipal Code specifically states that the competitive bidding process can be waived with the approval of City Council when the purchase involves goods of a technical nature where it would be difficult for a vendor to bid on a standard set of specifications, and the Purchasing Agent undertakes a thorough review of known products and a comparison of features which would most closely meet the city’s needs at the lowest costs. Staff, in conjunction with formal bids obtained from Contra Costa County, conducted a comparison of possible digital radio systems and determined the Motorola radio system to be the most cost-efficient option. The Motorola radio system is currently being utilized by Staff and the addition of radios supported by Motorola will ensure interoperable communication utilizing EBRCSA system and updated TDMA technology. Staff conducted additional research to determine which type of Motorola radio would best suit the needs of the City. It was determined the Motorola APX 4000 radio would best meet the needs of the City’s Emergency Operati ons Center (EOC). The APX 4000 radio has the capability to have designated channels. These designated channels for the City’s EOC can also be added to the existing public safety radios to ensure interoperable communication between all entities at the EOC and in the field. Page 3 of 4 It was determined that the Motorola APX 6000 handheld radio best meets the needs of Dublin Police Services. This radio is currently being utilized by DPS and is TDMA capable with a flash upgrade. The additional APX 6000 radios proposed will include TDMA technology. It was determined the Motorola APX 6500 best meets the needs of the DPS vehicles and base radios. APX 6500 radios are currently being utilized in Dublin police vehicles. Existing APX 6500 radios are TDMA capable with a flash upgrade and the requested additional APX 6500 radios will be purchased with TDMA technology included. It was determined the Motorola APX 8500 best meets the needs of the DPS motorcycles. This radio is specifically made for motorcycles and will be purchased with TDMA technology included. The Fiscal Year 2018-19 Internal Service Fund Budget includes funding for the replacement of 22 radios which do not currently have TDMA technology. Staff has obtained quotes from Motorola for 20 Motorola APX 6500 radios and tw o Motorola APX 8500 radios with the cost breakdown listed below. PRICING FOR REPLACEMENT RADIO PURCHASE 20 - Motorola APX 6500 $81,101.39 2 - Motorola APX 8500 $7,905.85 TOTAL: $89,007.24 Sufficient funds exist in the General Fund Reserve Committed for Emergency Communications account to purchase the additional 60 Motorola radios, radio accessories and 89 flash upgrades to existing radios. All newly purchased radios will be equipped with TDMA technology while the flash upgrade purchase will enable existing DPS radios to operate on the TDMA system. Staff has obtained quotes from Motorola for this purchase with the breakdown listed below. PRICING FOR ADDITIONAL RADIOS AND TDMA FLASH UPGRADES 15 - Motorola APX 6000 $52,930.97 4 - Motorola APX 6500 $16,240.28 1 - Motorola APX 8500 $3,952.93 40 - Motorola APX 4000 $108,284.99 89 - Radio TDMA Flash Upgrade $29,212.53 TOTAL: $210,621.70 The above pricing was received from Red Cloud, Inc. who is the assigned Manufacturer’s Representative for Motorola in Alameda County. The above documented pricing as provided under Contra Costa County’s Motorola Communications System Agreement as amended and dated June 26, 2018 Motorola has extended the above pricing to November 15, 2018 with the understanding that the Dublin City Council must first approve the waiver of competitive bid process and Page 4 of 4 authorize staff to purchase the digital radios. Fees are associated with the additional purchase of 60 radios. The fees include a $200.00 one-time cost to add each additional radio onto the EBRCSA system. There is also an approximate $65.00 fee to program each radio with the City of Dubl in designated channels. An increase of $43.00 a month per added radio in EBRCSA fees will also be funded initially by the General Fund Reserve Committed for Emergency Communications. On-going monthly fees requested by EBRSCA shall be budgeted in subsequent years. Finally, Staff is also requesting City Council authorization the disposal of the 22 replaced radios. STRATEGIC PLAN INITIATIVE: Strategy 3: Pursue efforts to help strengthen the City’s infrastructure and technology C. Continue evaluating the feasibility of enhancing and increasing technology such as Automated License Plate Readers (ALPR), video cameras, and other technology to prevent crime, increase community safety and to aid police investigations. NOTICING REQUIREMENTS/PUBLIC OUTREACH: There are no formal noticing requirements. A copy of this staff report has been provided to Tom McCarthy of EBRCSA. ATTACHMENTS: 1. Contra Costa County Motorola Communication Systems Agreement as Amended and dated June 26, 2018 2. Resolution Waiving the Formal Bid Requirements, Approving the Purchase of Digital Radios and Equipment from Red Cloud, Inc., and Declaring Radios Replaced as Surplus Property. Communications System Agreement Motorola, Inc., a Delaware corporation, ("Motorola"), and Contra Costa County ("Customer") enter into this Communications System Agreement ("Agreement"), pursuant to which Customer will purchase and Motorola will sell the System, as described below. Motorola and Customer may be referred to individually as "party" and collectively as "parties." For good and valuable consideration, the parties agree as follows: Section 1 •. EXHIBITS The Exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement will take precedence over the Exhibits and any inconsistency between Exhibits A through E will be resolved in the order in which thf,, are listed. Exhibit A Motorola "Software License Agreement" Exhibit B "Payment Schedule" Exhibit C "Technical and implementation Documents" - C-1 "System Description" dated March 3, 2008 C-2 "Equipment List" dated March 3, 2008 C-3 "Statement of Work" dated February Q, 2007 C-4 "Acceptance Test Plan" or "ATP" dated November 18, 2008 C-5 "Performance Schedule" dated March 3, 2008 Exhibit D "System Acceptance Certificate" Section 2 DEFINITIONS Capitalized terms used in this Agreement shall have the following meanings; "Acceptance Tests" means those tests described in the Acceptance Test Plan. "Beneficial Use" means when Customer first uses the System or a Subsystem for operational purposes (excluding training or testing). "Contract Price" means the price for the System, exclusive of any applicable sales or similar taxes and freight charges. "Effective Date" means that date upon which the last party to sign this Agreement has executed it. "Equipment" means the equipment listed in the Equipment List that Customer is purchasing from Motorola under this Agreement. Infringement Claim means a third -party claim alleging that the Equipment manufactured by Motorola or the Motorola Software infringes upon the third-party's United States patent or copyright. "Motorola Software" means Software that Motorola or its affiliated company owns. "Non -Motorola Software" means Software that a party other than Motorola or its affiliated company owns. "Open Source Software" means software that has Its underlying source code freely available to evaluate, copy, and modify. Open Source Software and the terms "freeware" or"shareware" are sometimes used interchangeably. GSA. Motorola Contract No. "Proprietary Rights" means the patents, patent applications, Inventions, copyrights, trade secrets, trademarks, trade names, mask works, .know-how, and other intellectual property rights In and to the Equipment and Software, Including those created or produced by Motorola under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another party. "Software" means the Motorola and Non -Motorola Software in object code format that is furnished with the System or Equipment and which may be listed on the Equipment List "Specifications" means the functionality and performance requirements described in the Technical and Implementation Documents. "Subsystem" means a major portion of the entire System that performs specific functions or operations as described in the Technical and Implementation Documents. "System" means the Equipment, Software, services, supplies, and Incidental, hardware and materials combined together Into a system as more fully described In the Technical and Implementation Documents. "System Acceptance" means the Acceptance Tests have been successfully completed. Sectlon 3 SCOPE OF AGREEMENT AND TERM 3.1. SCOPE OF WORK. Motorola will provide, ship, install and test the System, and perform its other contractual responsibilities, all in accordance with this Agreement. Customer will perform its contractual. responsibilities In accordance with this Agreement. 3.2. CHANGE ORDERS. Either party may request changes within the general scope of this Agreement. If a requested change causes an Increase or decrease In the cost or time required to perform this Agreement, Motorola and Customer will agree to an equitable adjustment of the Contract Price, Performance Schedule, or both, and will reflect such adjustment in a change order. Neither party Is obligated to perform requested changes unless both parties execute a written change order. 3.3. , TERM. Unless otherwise terminated in accordance with the provisions of this Agreement or extended by mutual agreement of the parties, the term of this Agreement shall begin on the Effective Date -and shall continue until the date of System Acceptance or expiration of the warranty period as set forth In Section 9, whichever occurs last. 3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. For three (3) years after the Effective Date of this Agreement, Customer may order additional Equipment or Software provided it is then available. Each order must refer to this Agreement and must specify the pricing and delivery terms. Notwithstanding any additional or contrary terms in the order, the applicable provisions of this Agreement (except for pricing, delivery, passage of title and risk of loss to Equipment, warranty commencement, and 'payment terms) will govern the purchase and sale of the additional Equipment or Software. Title and risk of loss to additional Equipment will pass at shipment, warranty will commence upon delivery, and payment is due within twenty (20) days after the invoice date. Motorola will send Customer an invoice as the additional Equipment is shipped or Software is licensed. Alternatively, Customer may register with and place such orders through Motorola Online ("MOL"), and this Agreement will be the "Underlying Agreement" for such MOL transactions rather than the MOL On -Line Terms and Conditions of Sale, MOL registration and other Information may be found at httpa.-I/motonitne.mot.com and the MOL telephone number is (800) 814-0601. 3.5. MAINTENANCE SERVICE. During the warranty period for the Equipment and Software, Motorola will provide maintenance services for the Equipment 'and support for the Motorola Software pursuant to the terms of this Agreement. Such services and support are Included in the Contract Price. If Customer wishes to purchase additional maintenance and support services for the Equipment or CSA. 2 Motorola Contract No. Software during the warranty period, or any maintenance and support services for the Equipment or Software after the warranty period, the description of and pricing for such services will be set forth In a separate document. 3.6. MOTOROLA SOFTWARE, Any Motorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement (other than software development kits, if applicable, which have separate software license agreements). Customer hereby. accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement. 3.7. NON-MOTOROLA SOFTWARE. Any Non -Motorola Software Is licensed to Customer In accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non -Motorola Software pursuant to the Software License Agreement, In which case it applies and the copyright owner will have all of Licensor's rights and protections under the Software License Agreement. Motorola makes -no representations or warranties of any kind regarding Non -Motorola Software. Non -Motorola Software -may include Open Source Software. Ali Open Source Software is licensed. to Customer in accordance with, and Customer agrees to abide by, the provisions of the standard license of the copyright owner and not the Software License Agreement. Upon request by Customer, Motorola will use commercially reasonable efforts to (1) determine whether any Open Source Software will be provided under this Agreement; and if so, (11) identify the Open Source Software and provide to Customer a copy of the applicable standard license (or specify where such license may be found); and (ill). provide to Customer a copy of the Open Source Software source code if It Is publicly available without charge (although a distribution fee or a charge for related services may be applicable). 3.8. SUBSTITUTIONS. At no additional cost to Customer, Motorola reserves the right to substitute any Equipment, Software, or services to be provided by Motorola, provided that the substitute meets or excpeds the Specifications and is of equivalent or better quality to the Customer. Any such substitution will be reflected In a change order. 3.9. OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph applies only if a "Priced Options' exhibit is shown in Section 1 of this Agreement, or If the Parties amend this Agreement to add a Priced Options exhibit. During the term of the option as stated in the Priced Options exhibit (or If no term is stated, then for one (1) year after the Effective Date), Customer shall -have the right and option to purchase the equipment, software, and related services that are described and listed in the Priced Options exhibit. Customer may exercise this option by giving written notice to Seller which must designate what equipment, software, and related services Customer is selecting (including quantities, if applicable).. To the extent they apply, the terms and conditions of this Agreement will govern the purchase of the selected equipment, software, and related services. However, the parties acknowledge that certain contractual provisions must be agreed upon, and they agree to negotiate those in good faith promptly after Customer delivers to Seller the optlon exercise notice. Examples of provisions that may need to be negotiated are: specific lists of deliverables, statements of work, acceptance test plans, delivery and implementation schedules, payment terms, maintenance and support provisions, additions to or modifications of the Software License Agreement, hosting terms, and modifications to the acceptance and warranty provisions. Section 4 PERFORMANCE SCHEDULE Motorola and Customer agree that they will perform their respective responsibilities in accordance with the Performance Schedule. By executing this Agreement, Customer authorizes Motorola to proceed with performance of this Agreement. CSA. 3 Motorola Contract No. Section 5 CONTRACT PRICE, PAYMENT AND INVOICING 5.1. CONTRACT PRICE The Contract Price In U.S. dollars is $949,876.00. If applicable, a pricing summary is included with the Payment Schedule. 5.2. INVOICING AND PAYMENT. Motorola will submit invoices to Customer according to the Payment Schedule. Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within twenty (20) days after the date of each invoice. Customer will make payments when due in the form of a wire transfer, check, or cashier's check from a U.S. financial Institution. Overdue Invoices will bear simple Interest at the rate of ten percent (10%) per annum, unless such rate exceeds the maximum allowed by law, in which case it will be reduced to the maximum allowable rate. For reference, the Federal Tax Identification Number for Motorola, Inc. is 36-1115800, 5.3. FREIGHT, TITLE, AND RISK OF LOSS. All freight charges will be pre -paid by Motorola and added to the Invoices. Title to the Equipment will pass to Customer upon shipment, except that title to Software will not pass to Customer at any time. Risk of loss will pass to Custot'ner upon delivery of the Equipment to the Customer. Motorola will pack and ship all Equipment in accordance with good commercial practices. 5.4. INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following address: The city which is the ultimate destination where the Equipment will be delivered to Customer is: The Equipment will be shipped to the Customer at the following address (insert if this Information is known): Customer may change this information by giving written notice to Motorola. Section 6 SITES AND SITE CONDITIONS 6.1. ACCESS TO SITES. in addition to its responsibilities described elsewhere in this Agreement, Customer will provide (1) a .designated project manager, (11) all necessary construction and building permits, zoning variances, licenses, and any other approvals that are necessary to develop or use the sites; and (ill) access to the work sites identified in the Technical and Implementation Documents as reasonably requested by Motorola so that it may perform its duties In accordance with the Performance Schedule and Statement of Work. If the Statement of Work so indicates, Motorola may assist the Customer in the local building permit process. 6.2. SITE CONDITIONS. Customer will ensure that ail work sites it provides will be safe, secure, and In compliance with all applicable industry and OSHA standards. To the extent applicable and unless the Statement of Work specifically states to the contrary, Customer will ensure that these work sites will have (1) adequate physical space for the installation, use and maintenance of the System; (ii) adequate air conditioning and other environmental conditions; (Ili) adequate electrical power outlets, distribution and equipment for the Installation, use and maintenance of the System; and (iv) adequate telephone or other communication lines for the installation, use and maintenance of the System, including modem access, and adequate interfacing networking capabilities. Before installing the Equipment or Software at a work site, Motorola will inspect the work site and advise Customer of any apparent deficiencies or non - conformities with the requirements of this Section. This Agreement is predicated upon normal soil conditions as defined by the version of E.[.A. standard RS-222 in effect on the Effective Date. CSA. Motorola Contract No. 6.3. SiTE ISSUES. If Motorola or Customer determines that the sites identified in the Technical and Implementation Documents are no longer available or desired, or If subsurface, structural, adverse environmental or latent conditions at any site differ from those indicated in the Technical and Implementation Documents, Motorola and Customer will promptly investigate the conditions and will select replacement sites or adjust the Installation plans and specifications as necessary. If such change in sites or adjustment to the installation plans and specifications causes a change In the cost or time to perform, the parties will equitably amend the Contract Price or Performance Schedule, or both, by a change order. Section 7' TRAINING Any training to be provided by Motorola to Customer under this Agreement will be described in a written training plan that is part of the Statement of Work. Customer will notify Motorola Immediately if a date change for a scheduled training program is required. If Motorola incurs additional costs because Customer reschedules a training program less than thirty (30) days before its scheduled start date, Motorola is entitled to recover these additional costs. Section 8 SYSTEM ACCEPTANCE 8.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Customer at least ten (10) days notice before the Acceptance Tests commence. System testing will occur only in accordance with the Acceptance Test Plan. 8.2. SYSTEM ACCEPTANCE. System Acceptance will occur upon successful completion' of'the Acceptance Tests. Upon System Acceptance, the parties will memorialize this event by promptly executing a System Acceptance Certificate. if the Acceptance Test Plan includes separate tests for individual Subsystems or phases of the System, acceptance of the individua€ Subsystem or phase will occur upon the successful completion of the Acceptance Tests for such Subsystem or phase, and the parties will promptly execute an acceptance certificate for the Subsystem or phase. If Customer believes that the System has failed the completed Acceptance Tests, Customer will provide to Motorola a written notice that Includes the specific details of such failure. if Customer does not provide to Motorola such notice within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the System that do not materially impair the operation of the System as a whole will not postpone System Acceptance or Subsystem acceptance, but will be corrected according to a mutually agreed schedule. 8.3. BENEFICIAL USE. Customer acknowledges that Motorola's ability to perform its implementation and testing responsibilities under this Agreement may be Impeded if Customer begins using the System before System Acceptance. Therefore, Customer will not commence Beneficial Use before System Acceptance without Motorola's prior written authorization, which Motorola will not unreasonably withhold. Motorola is not responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the System. 8.4 FINAL PROJECT ACCEPTANCE. Final Project Acceptance will occur after System Acceptance and when all deliverables and other work have been completed. When Final Project Acceptance occurs, the parties will promptly memorialize this final event by so Indicating in the appropriate place on the System Acceptance Certificate. Section 9 REPRESENTATIONS AND WARRANTIES 9.1. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform In accordance with the Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever occurs first, this System functionality representation is fulfilled. Motorola is not responsible for System performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is CSA. Motorola Contract No. attached to or used In connection with the System or for reasons beyond Motorola's control, such as (1) an earthquake, adverse atmospheric conditions, or other natural causes; (i1) the construction of a building that adversely affects the microwave path reliability or radio frequency (RF) coverage; (Ili) the addition of frequencies at System sites that cause RF interference or intermodulation, (iv) Customer changes to load usage or configuration outside the Specifications; or (v) any acts of parties who are beyond Motorola's control. 9.2. EQUIPMENT WARRANTY. For one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. If System Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Equipment. 9.3. MOTOROLA SOFTWARE WARRANTY. Unless otherwise stated in the Software License Agreement, for one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first, Motorola warrants the Motorola Software in accordance with the terms of the Software License Agreement and the provisions of this Section 9 that are applicable to the Motorola Software. If System Acceptance is delayed beyond six (6) months after shipment of the Motorola Software by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Motorola Software. 9.4. EXCLUSIONS TO EQUIPMENT AND MOTOROLA SOFTWARE WARRANTIES. These warranties do not apply to: (1) defects or damage resulting from use of the Equipment or Motorola Software in other than its normal, customary, and authorized manner; (ii) defects or damage occurring from misuse, accident, liquids, neglect, or acts of God; (III) defects or damage occurring from testing, maintenance, disassembly; repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; (iv) breakage of or damage to antennas unless caused directly by defects in material or workmanship; (v) defects or damage caused by Customer's failure to comply with all applicable Industry and OSHA standards, (A) Equipment that has had the serial number removed or made Illegible; (vii) batteries (because they carry their own separate limited warranty); (vlli) freight costs to ship Equipment to the repair depot; (Ix) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment; and (x) normal or customary wear and tear. 9.5. WARRANTY CLAIMS. For Customer to assert a claim that the Equipment or Motorola Software does not conform to these warranties, Customer must.notiiy Motorola in writing of the claim before the expiration of the warranty period. Upon receipt of such notice, Motorola will Investigate the warranty claim. if this investigation confirms a valid warranty claim, Motorola will (at its option and at no additional charge to Customer) repair the defective Equipment or Motorola Software, replace It with the same or equlvalent product, or refund the price of the defective Equipment or Motorola Software. Such action will be the full extent of Motorola's liability hereunder. If this investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding to the claim on a time and materials basis using Motorola's current labor rates. Repaired or replaced product is warranted for the balance of the original applicable warranty period. All replaced products or parts will become the property of Motorola. 9.6. ORIGINAL END USER iS COVERED. These express limited warranties are extended by Motorola to the original user purchasing the System for commercial, industrial, or governmental use only, and are not assignable or transferable. 9.7. DISCLAIMER OF OTHER WARRANTIES.' THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LiEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 10 DELAYS CSA, 6 Motorola Contract No. 10.1. FORCE MAJEURE. Neither party will be liable for Its non-performance or delayed performance if caused by a "Force Majeure' which means an event, circumstance, or act of a third party that is beyond a party's reasonable control, such as an act of God, an act of the public enemy, an act of a government entity, strikes or other labor disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, riots, or any other similar cause. Each party will notify the other if it becomes aware of any Force Majeure that will significantly delay performance. The notifying party will give such notice promptly (but In no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the parties will execute a change order to extend the Performance Schedule for a time period that is reasonable under the circumstances. 10.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER. If the Performance Schedule Is delayed because of Customer (including any of Its other contractors), (1) Customer will make the promised payments according to the Payment Schedule as if no delay occurred; and (if) the parties will execute a change order to extend the Performance Schedule and, if requested by Motorola, compensate Motorola for all reasonable charges Incurred because of such delay. Delay charges may include costs incurred by Motorola or its subcontractors for additional freight, warehousing and handling of Equipment; extension of the warranties; travel; suspending and re -mobilizing the work; additional engineering, project management, and standby time calculated at then current rates; and preparing and Implementing an alternative Implementation -plan. Section 11 DISPUTES 11.1. SETTLEMENT PREFERRED. Motorola and Customer, through their respective project managers, will attempt to settle any dispute arising from this Agreement (except for a claim relating to intellectual property or breach of confidentiality provisions) through consultation and negotiation In gpod faith and a spirit of mutual cooperation: The dispute will be escalated to appropriate higher -level managers of the parties, if necessary. If cooperative efforts fail, the dispute will be mediated by a mediator chosen jointly by Motorola and Customer within thirty (30) days after notice by one of the parties demanding non -binding medlation. Motorola and Customer will not unreasonably withhold consent to the selection of a mediator, and they will share the cost of the mediation equally. The parties may postpone mediation until they have completed some specified but limited discovery about the dispute. The parties may also replace mediation with some other form of non -binding alternative dispute resolution CADR"). 11.2. LITIGATION. Any claim relating to Intellectual property or a breach of confidentiality provisions and any dispute that cannot be resolved between the parties through negotiation or mediation within two (2) months after the date of the Initial demand for non -binding mediation as described above in Section 11.1 may be submitted by either party to a court of competent jurisdiction In the state In which the System Is installed. Each party consents to jurisdiction over It by such a court. The use of ADR procedures will not be considered under the doctrine of [aches, waiver, or estoppel to affect adversely the rights of either party. Either parry may resort to the judicial proceedings described in this.section before the expiration of the two -month ADR period if (1) good faith efforts to resolve the dispute under these procedures have been unsuccessful; or (if) interim relief from the court is necessary to prevent serious and Irreparable Injury to such party or any of its affiliates, agents, employees, customers, suppliers, or subcontractors. Section 12 DEFAULT AND TERMINATION 12.1 DEFAULT BY A PARTY. if either party fails to perform a material obligation under this Agreement, the other party may consider the non -performing party to be in default (unless a Force Majeure causes such failure) and may assert a default claim by giving the non -performing party a written and detailed notice of default. Except for a default by Customer for failing to pay any amount when due under this Agreement which must be cured Immediately, the defaulting party will have thirty (30) days after receipt of the notice of default to either (1) cure the default or (if) if the default is not curable within thirty (30) days, to provide a written cure plan. The defaulting party will begin implementing the cure plan immediately after receipt of notice by the other party that It approves the plan. if Customer is the defaulting party, Motorola may stop work on the project until it approves the Customer's cure plan. CSA. Motorola Contract No. 12.2. FAILURE TO CURE. if a defaulting party fails to cure the default as provided above In Section 12.1, unless otherwise agreed In writing, the non -defaulting party may terminate any unfulfilled portion of this Agreement. In the event of such termination, the defaulting party will promptly return to the non - defaulting party any of its Confidential Information (as defined in Section 15.1). if Customer is the non - defaulting party, terminates this Agreement as permitted by this Section, and completes the System through a third party, Customer may as its exclusive remedy recover from Motorola reasonable costs incurred to complete the System to a capability not exceeding that specified in this Agreement less the unpaid portion of the Contract Price. Customer agrees to use Its best efforts to mitigate such costs and to provide Motorola with detailed Invoices substantiating the charges. Section 13 INDEMNIFICATION 13.1. GENERAL INDEMNITY BY MOTOROLA. Motorola will indemnify and hold Customer harmless from any and all liability, expense, judgment, sult, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Customer to the extent it is caused by the negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties under this Agreement, provided that Customer gives Motorola prompt, written notice of any such claim or suit. Customer shall cooperate with Motorola in Its defense or settlement of such claim or suit. This section sets forth the full extent of Motorola's general Indemnification of Customer from liabilities that are In any way related to Motorola's performance under this Agreement. 13.2. GENERAL INDEMNITY BY CUSTOMER. Customer will Indemnify and hold Motorola harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Motorola to the extent it is caused by the negligence of Customer, its other contractors, or their employees or agents, while performing their duties under this Agreement, provided that Motorola gives Customer prompt, written notice of any such claim or suit. Motorola shall cooperate with Customer in its defense or settlement of such claim or suit. This section sets forth the full extent of Customer's general indemnification of Motorola from liabilities that are in any way related to Customer's performance under this Agreement. 13.3. PATENT AND COPYRIGHT INFRINGEMENT. 13.3.1. Motorola will defend at its expense any suit brought against Customer to the extent that It is based on an Infringement Claim, and Motorola will indemnify Customer for those costs and damages finally awarded against Customer for an Infringement Claim. Motorola's duties to defend and indemnify are conditioned upon: (i) Customer promptly notifying Motorola In writing of such Infringement Claim; (11) Motorola having sole control of the defense of such suit and all negotiations for its settlement or compromise; (lit) Customer providing to Motorola cooperation and, If requested by Motorola; reasonable assistance In the defense of the Infringement Claim. 13.3.2. -If an Infringement Claim occurs, or In Motorola's opinion is likely to occur, Motorola may at its option and expense procure for Customer the right to continue using the Equipment or Motorola Software, replace or modify it so that It becomes non -infringing while providing functionally equivalent performance, or grant Customer a credit for such Equipment or Motorola Software as depreciated and accept its return. The depreciation amount will be calculated based upon generally accepted accounting standards for such Equipment and Motorola Software. 13.3.3. Motorola will have no duty to defend or indemnify for any infringement Claim that is based upon (1) the combination of the Equipment or Motorola Software with any software, apparatus or device not furnished by Motorola; (li) the use of ancillary equipment or software not furnished by Motorola and that Is attached to or used In connection with the Equipment or Motorola Software; (111) any Equipment that Is not Motorola's design or formula; (iv) a modification of the Motorola Software by a party other than Motorola; or (v) the failure by Customer to install an enhancement release to the Motorola Software that Is intended to correct the claimed infringement. The foregoing states the entire liability of Motorola with respect to Infringement of patents and copyrights by the Equipment and Motorola Software or any parts thereof. CSA. Motorola Contract No. Section 14 LIMITATION OF LIABILITY This limitation of liability provision shall apply notwithstanding any contrary provision In this Agreement. Except for personal Injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, Indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of the Equipment, Software, or services with respect to which losses or damages are claimed, ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES iN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of liability will survive the expiration or termination of this Agreement. No action for breach of this Agreement or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of such cause of action, except for money due upon an open account. Section 15 CONFIDENTIALITY AND PROPRIETARY RIGHTS 15J. CONFIDENTIAL INFORMATION. 15.1.1. During the term of this Agreement, the parties may provide each other with Confidential Information. For the purposes of this Agreement, 'Confidential information' is any Information disclosed In written, graphic, verbal, or machine -recognizable form, and is marked, designated, labeled or identified at the time of disclosure- as being confidential or its equivalent; or If in verbal form is identifiecL as confidential or proprietary at the time of disclosure and confirmed in writing within thirty (30) days of such disclosure. Notwithstanding any other provisions of this Agreement, Confidential Information shall not include any Information that: (i) is or becomes publicly known through no wrongful act of the receiving party; (11) is already known to the receiving party without restriction when It Is disclosed; (ill) is, or subsequently becomes, rightfully and without breach of this Agreement, in the receiving party's possession without any obligation restricting disclosure; (Iv) is independently developed by the receiving party without breach of this Agreement; or (v) Is explicitly approved for release by written authorization of the disclosing party. 15.1.2. Each party will: (I) maintain the confidentiality of the other party's Confidential Information and not disclose it to any third party, except as authorized by the disclosing party in writing or as required by a court of competent jurisdiction; (11) restrict disclosure of Confidential Information to its employees who have a "need to know' and not copy or reproduce such Confidential Information; (Ili) take necessary and appropriate precautions to guard the confidentiality of Confidential Information, Including informing Its employees who handle such Confidential Information that It is confidential and not to be disclosed to others, but such precautions shall be at least the same degree of care that the receiving parry applies to Its own confidential information and shall not be less than reasonable care; and (iv) use such Confidential information only in furtherance of the performance of this Agreement. Confidential Information is and shall at all times remain the property of the disclosing party, and no grant of any proprietary rights in the Confidential Information is hereby given or intended, including any express or Implied license, other than the limited right of the recipient to use the Confidential Information in the manner and to the extent permitted by this Agreement. 15.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. 15,2.1. Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non - Motorola Software own and retain all of their respective Proprietary Rights In the Equipment and Software. Nothing In this Agreement is Intended to restrict the Proprietary Rights of Motorola, any copyright owner of Non -Motorola Software, or any third party manufacturer of Equipment. All Intellectual property developed, originated, or prepared by Motorola in connection with providing to Customer the CSA. 9 Motorola Contract No. Equipment, Software, or related services remain vested exclusively In Motorola, and this Agreement does not grant to Customer any shared development rights of Intellectual property. 16.2.2. Except as explicitly provided in the Software License Agreement, nothing in this Agreement will be deemed to grant, either directly or by Implication, estoppel, or otherwise, any right, title or interest In Motorola's Proprietary Rights. Customer agrees not to modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell or export the Software, or permit or encourage any third party to do so. The preceding sentence shall not apply to Open Source Software which Is governed by the standard license of the copyright owner. Section 16 GENERAL 16.1. TAXES. The Contract Price does not include any amount for federal, state, or local excise, sales, lease, service, rental, use, property, occupation, or other taxes, assessments or duties (other than federal, state, and local taxes based on MotoroWs income or net worth), all of which will be paid by Customer except as exempt by law. If Motorola is required to pay or bear -the burden of any such taxes, Motorola will send an Invoice to Customer and Customer will pay to Motorola the amount of such taxes (including any applicable Interest and penalties) within twenty (20) days after the date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property tax purposes. 16.2. ASSIGNABILITY. Neither party may assign this Agreement without the prior written consent of the other party, except that Motorola may assign this Agreement to any of its afflliates or Its right to receive payment without the prior consent of Customer. 16.3. SUBCONTRACTING. Motorola may subcontract any portion of the work, but such subcontracting will not relieve Motorola of its duties under this Agreement. 16.4 WAIVER. Failure or delay by either party to exercise any right or power under this Agreement will not operate as a waiver of such right or power. For a waiver of a right or power to be effective, It must be In writing signed by the waiving party. An effective waiver of a right or power shall not be construed as either (1) a future or continuing waiver of that same right or power, or (11) the waiver of any other right or power. 16.5. SEVERABILITY. if a court of competent jurisdiction renders any provision of this Agreement (or portion of a provision) to be invalid or otherwise unenforceable, that provision or portion of the provision will be severed and the remainder of -this Agreement will continue in full force and effect as If the invalid provision or portion of the provision were not part of this Agreement. 16.6, INDEPENDENT CONTRACTORS. Each party shall perform its activities and duties hereunder only as an independent contractor. The parties and their personnel shall not be considered to be employees or agents of the other party. Nothing in this Agreement shall be interpreted as granting either party the right or authority to make commitments of any kind for the other. This Agreement shall not constitute, create, or in any way be Interpreted as a joint venture, partnership or formal business organization of any kind. 16.7. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are Inserted only for convenience and are not to be construed as part of this Agreement or as a Ilmitation of the scope of the particular section to which the heading refers. This Agreement will be fairly Interpreted in accordance with its terms and conditions and not for or against either party. 16.8. GOVERNING i.AW. This Agreement and the rights and duties of the parties wilt be governed by and Interpreted in accordance with the laws of the State in which the System is installed. 16.9. ENTIRE AGREEMENT. This Agreement, Including all Exhibits, constitutes the entire agreement of the parties regarding the subject matter hereof and supersedes all previous agreements, proposals, 10 csA. Motorola Contract No. and understandings, whether written or oral, relating to such subject matter. This Agreement may be altered, amended, or modified only by a written Instrument signed by authorized representatives of both parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even If a representative of each party signs,such document. 16.10, NOTICES. Notices required under this Agreement to be given by one party to the other must be In writing and either delivered in person or sent to the address shown below by certified mail, return receipt requested and postage prepaid (or by a recognized courier service with an asset tracking system, such as Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and shall be effective upon receipt Motorola, Inc. Attn: Commercial Law Dept. 6450 Sequence Drive San Diego, CA 92121 fax: 658 404-2594 Customer Attn: fax: 16.11. COMPLIANCE WITH APPLICABLE LAWS. Each party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System. Customer will obtain and comply with all Federal Communications Commission ('FCC") licenses and authorizations required for the installation, operation and use of the System before the scheduled Installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer In FCC or other matters. 16.12. AUTHORITY TO EXECUTE AGREEMENT. Each party represents to the other that (i) it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform.its duties under this Agreement, (i1) the person executing this Agreement on its behalf has the authority to do so; (Ili) upon execution and delivery of this Agreement by the parties, it is a valid and binding contract, enforceable In accordance with its terms; and (Iv) the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the party. 16.13. SURVIVAL OF TERMS. The following provisions shall survive the expiration or termination of this Agreement for any reason: Section 3.6 (Motorola Software); Section 3.7 (Non -Motorola Software); if any payment obligations exist, Sections 5.1 and 6.2 (Contract Price and Invoicing and Payment); Sectlon 11 (Disputes); Section 14 (Limitation of Liability); and Section 15 (Confidentiality and Proprietary Rights); and all of the General provisions In Section 10. The parties hereby enter into this Agreement as of the Effective Date. Motorola, Inc. By: Nan IWE. q, Date: ", 7-0 CSA. Motorola Contract No. Customer Title: GAO Date: �z%9 FORM APPROVED 5 i g ra SiCyANo B. MARCHBI. Co ty Co sel By Deputy 1 Amendment No. 2 to Communications System Agreement This Amendment No. 2 to Communications System Agreement (this "Amendment") is made by and between Contra Costa County, a political subdivision of the State of California (the "County" or "Customer") and Motorola Solutions, Inc., formerly known as Motorola, Inc. ("Motorola"). The County and Motorola previously entered into a Communications System Agreement dated May 20, 2009 (the "CSA"). Section 3.4 of the CSA permits the County to make additional purchases of Equipment or Software under the CSA for a three year period from the Effective Date (as defined in the CSA). For the mutual benefit of the County and Motorola, the County and Motorola amended the CSA by Amendment No. 1, effective May 20, 2012, the purpose of which was to extend the rights of the County under Section 3.4 of the CSA for an additional three (3) years (through May 31, 2015) and to extend the term of the contract under Section 3.3 of the CSA to coincide with this time period or until expiration of any unexpired warranty period, whichever occurs last. Similar to Amendment No. 1, the County and Motorola now wish to extend the term of the CSA and the County's rights under Section 3.4 for an additional three (3) years. Therefore, the County and Motorola hereby agree to amend the CSA as follows: i . Section 3.3 of the CSA is hereby deleted and replaced in its entirety with: "TERM. Unless otherwise terminated in accordance with the provisions of this Agreement or extended by mutual agreement of the parties, the term of this Agreement shall begin on the Effective Date (Le., May 20, 2009) and shall continue until May 31, 2018 or expiration of any warranty period, as set forth in Section 9, whichever occurs last." 2. The first sentence of Section 3.4 of the GSA is hereby deleted and replaced with: "Through and including May 31, 2018, Customer may order additional Equipment or Software, provided it is then available, and related services." The remainder of Section 3.4 of the CSA is unchanged. 3. This Amendment is effective as of May 31, 2015. 4. Except as amended by this Amendment, the CSA remains unmodified and in full force and effect. Motorola Solutions, Inc. (formerly known as Motorola, Inc.) By: Name: 1.1 G C r�� _^ MARK W. ANTHONY Title: /'fA-1;51 V.P. f Contra Costa County ^ By; Name:.d S(i�11tj� Title; Q C,O�LPG`4T Approved as to Form.�' Sharon L. Anderson, Contra Costa County Counsel Pull By: �FLAiIVP�� Name: Eric Gelston Title: Deputy County Counsel Amendment No. 3 to Communications System Agreement This Amendment No. 3 to Communications System Agreement (this "Amendment") is made by and between Contra Costa County, a political subdivision of the State of California (the "County" or "Customer") and Motorola Solutions, Inc., formerly Motorola, Inc. ("Motorola"). The Customer and Motorola previously entered into a Communications System Agreement dated May 20, 2009 (the "CSA"). Section 3.4 of the CSA permits the County to make additional purchases of Equipment or Software under the CSA for a three year period from the Effective Date (as defined in the CSA). For the mutual benefit of the County and Motorola, the County and Motorola amended the CSA by Amendment No. 1, effective May 20, 2012, the purpose of which was to extend the rights of the County under Section 3.4 of the CSA for an additional three (3) years (through May 31, 2015) and to extend the term of the contract under Section 3.3 of the CSA to coincide with this time period or until the expiration of any unexpired warranty period, whichever occurs last, For the mutual benefit of the County and Motorola, the County and Motorola further amended the CSA by Amendment No. 2, effective as of May 31, 2015, the purpose of which was to further extend the rights of the County under Section 3.4 of the CSA for an additional three (3) years (through May 31, 2018) and to extend the term of the CSA under Sections 3.3 of the CSA until May 31, 2018 or until expiration of any unexpired warranty period, as set forth in Section 9, whichever occurs last. The parties now wish to further amend the contract to provide a limited offer of reduced pricing on certain equipment, and to extend the term of the CSA and Section 3.4 for an additional two (2) years. Therefore, the County and Motorola hereby agree to amend the CSA as follows: 1. For purchases made under Section 3.4 for certain Equipment identified in Exhibit A to this Amendment No. 3, if the County agrees to take delivery by September 30, 2018, Motorola agrees to provide the special promotional pricing for such Equipment asset forth in Exhibit A. Exhibit A dated June 26, 2018 is attached to this Amendment No. 3 and incorporated herein by this reference. The purpose of the promotional pricing is to provide assistance with migration of radios from FDMA to TDMA. 2. Section 3.3 of the CSA is hereby deleted and replaced in its entirety with: "TERM. Unless otherwise terminated in accordance with the provisions of this Agreement or extended by mutual agreement of the parties, the term of this Agreement shall begin on the Effective Date (i.e., May 20, 2009) and shall continue until May 31, 2020 or until expiration of any unexpired warranty period, as set forth in Section 9, whichever occurs last." 3. The first sentence of Section 3.4 of the CSA is hereby deleted and replaced with: 'Through and including May 31, 2020, Customer may order additional Equipment or Software, provided that it is then available, and related services." The remainder of Section 3.4 of the CSA is unchanged. 4. This Amendment is effective as of June 26, 2018. Except as amended by this Amendment, the CSA remains unmodified and in full force and effect. Motorola Solutions, Inc. Contra Costa County z By: By Z—� o Name: Micah Applewhite Name: \Q ,\ p�.� o La , Title: MSSSI Vice President Title��- ram` a .J Q Date: August 2, 2018 Date: `U ='i 2 e m m Agenda Page 1 of 2 PDF Return C. 91 To: Board of Supervisors •�� t Contra From: Marc Shorr, Chief Information Officer Costa Date: June 26, 2018 ..'h,M1 County Subject: Amendment No. 3 to Motorola Communications System Agreement RECOMMENDATION(S): APPROVE and AUTHORIZE the Chief Information Officer, Department of Information Technology, or designee, to execute the Third Amendment to the Communications Systems Agreement (CSA) with Motorola, Inc., to extend the term through May 31, 2020 and provide access for other state or local government agencies who use the East Bay Regional Communications System Network to purchase equipment, software and services under the terms and pricing of the CSA. FISCAL IMPACT: 100% User Fees - Charged to the ordering department through DoITs billing process (as applicable). © APPROVE ❑ OTHER © RECOMMENDATION OF CNN ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 06/26/2018 © APPROVED AS RECOMMENDED ❑ OTHER Clerks Notes: I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of VOTE OF SUPERVISORS the Board of Supervisors on the date shown. ATTESTED: June 26, 2018 AYE: Jolty Gioia, District I Supervisor David J. Twa, Candace Andersen, District II Supervisor Diane Burgis, District III Supervisor BY: jJune McHuen Deputy Karen Mitcho$ District IV Supervisor Federal D. Glover, District V Supervisor Contact: Wayne Tilley (925) 356-1802 http://64.166.146.245/agenda_publish.cfm?dsp=agm&seq=33897&rev=0&id=&form type=... 9/5/2018 Agenda Page 2 of 2 On May 20, 2009, the County entered into a Communications Systems Agreement (CSA) with Motorola, Inc., for the purchase and installation of Motorola P25 radio hardware. On May 20, 2012, Amendment No. 1 was executed to extend the term through May 31, 2015. The parties then agreed to further extend the term of the agreement through May 31, 2018, under Amendment No. 2, dated of May 31, 2015, also executing Change Order No. 9 to the agreement, providing for purchase and installation of East Cell Channel. Expansion equipment for the East Bay Regional Communications System Authority (EBRCSA) including the equipment, software and services required to add three channels to the sites located at Kregor Peak, Los Vaqueros and Shadybrook. The parties now wish to execute Amendment No. 3 to the contract to allow the right for other state or local government agencies who use the East Bay Regional Communications System the ability to purchase equipment, software or other services under terms and conditions of the contract, with pricing substantially the same as specified in this Agreement. Each such government agency may execute an individual contract with Motorola or issue a purchase order referencing the CSA for receiving and accepting the subject equipment, software, or work and for directly paying Motorola. The County assumes no responsibility or liability for any such contracts entered into by other governmental agencies. In accordance with Administrative Bulletin No 605, County Departments are required to obtain Board approval for contracts exceeding $100,000. The County Administrator's Office has reviewed this request and recommends approval. If the contract extension is not approved, the County and other state or local government agencies who use the EBRCS will not be afforded the discounted pricing offered under this agreement. AgendaQuick®2005 - 2018 Destiny Software Inc., All Rights Reserved http://64.166.146.245/agenda—publish.cfm?dsp=agm&seq=33897&rev=0&id=&form type=... 9/5/2018 ATTACHMENT 2 RESOLUTION NO. XX – 18 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN * * * * * * * * * WAIVING THE FORMAL BID REQUIREMENTS, APPROVING THE PURCHASE OF DIGITAL RADIOS AND EQUIPMENT FROM RED CLOUD, INC., AND DECLARING RADIOS REPLACED AS SURPLUS PROPERTY WHEREAS, on June 30, 2020, the Alameda countywide radio system or East Bay Regional Communications System Authority (EBRCSA) will convert technology from Frequency Division Multiple Access (FDMA) to Time Division Multiple Access (TDMA). The FDMA system is nearly at its capacity of users and the transition to TDMA will nearly double the number of possible users; and WHEREAS, the transition to the TDMA system requires replacement of 22 Dublin Police radios and the upgrade of 89 existing radios; and WHEREAS, the City requires the purchase of additional 60 radios and associated radio accessories to equip the City’s Emergency Operations Center (EOC) and anticipated additions to Dublin Police Services staff and vehicle fleet; and WHEREAS, Section 2.36.100(B)(4) of the Dublin Municipal Code allows for exceptions to the typical public bidding process when another public agency has administered a competitive bidding process and has a current valid agreement for the same or substantially similar consulta nt or professional services, general services, supplies or equipment; and WHEREAS, Formal bids obtained from Contra Costa County, conducted a thorough financial review and determined that the Motorola is the sole provider and most cost-efficient vendor of radios and related support equipment that are compatible with the EBRCSA system; and WHEREAS, Red Cloud, Inc. is the assigned Manufacturer’s Representative for Motorola in Alameda County; and WHEREAS, Section 2.36.100(B)(9) of the Dublin Municipal Code allows for exceptions to the typical public bidding process when the City Council specifically waives the competitive bid process and authorizes staff to negotiate the purchase of good of a technical nature; and WHEREAS, Section 2.36.150 of the Dublin Municipal Code allows the Purchasing Agent to recommend the sale or disposal of all supplies and equipment which cannot be used by the City, or which have become unsuitable for City use; and NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby waives the formal bid requirements and approves the purchase of digital radios and equipment from Red Cloud, Inc. BE IT FURTHER RESOLVED that the City Manager is authorized, as the City’s Purchasing Agent, to procure 22 replacements, 60 additional radios and upgrade 89 radios and related support equipment from Red Cloud, Inc. and take any actions as necessary to carry out the intent of this Resolution. ATTACHMENT 2 BE IT FURTHER RESOLVED that upon placing the new radios in service, all replaced radios are declared surplus property and shall be disposed of to provide the maximum return to the City. PASSED, APPROVED AND ADOPTED this 16th day of October 2018, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ______________________________________ Mayor ATTEST: _______________________________________ City Clerk