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HomeMy WebLinkAboutExhibitCHANGE ORDER No. 14 Project: Computer Aided Dispatch System ("CAD"), Law Records Management System ("RMS" or "LRMS"), Premier Mobile Data Communications System ("PMDC") and Field Based Reporting System ("RMS"); Owner: City of Miami ("City") Contractor Printrak, International, Inc., a wholly owned subsidiary of Motorola, Inc. and Motorola, Inc. ("Motorola") Agreement: Computer Aided Dispatch System Agreement ("Agreement"), No. 03-17510. The above referenced Agreement is amended by this Change Order. 1. Description of Change Order. The parties to the Agreement believe it is in the best interests of both parties to cancel the Fire Department implementation, referred to as Phase 2 of the Agreement. Accordingly, the parties agree to delete the Phase 2 implementation and Contractor agrees to additionally compensate the City for time and expense incurred in accordance with the terms of this Change Order. 2. Document Modification. The Technical and Implementation Documents and all other contract documents are hereby deemed to be amended to delete all references to the Fire Department implementation. 3. Contract Price Adjustments. Summary of contract price adjustments: Original contract price, including Police and Fire $6,710,089 Total of previous Change Orders, Nos. 1-13 $ (255,507) Total contract price $6,454,582 Change Order No. 14, Fire portion, to be deleted $1,201,872 Adjusted contract price $5,252,710 Payments made by City to date $2,303,422 Balance of contract price due $2,949,288 Upon execution of this Change Order, Contractor will submit a detailed invoice the City for the balance due and the City will pay the undisputed portion of $2,769,057 within the time provided by Florida's Prompt Payment Act., Section 218.70, et. Seq., Fla. Stat. Upon conditional acceptance of FBR the City will make a payment of $160,132 and will make a final payment of $20,099 upon final acceptance of FBR, both additional payments will be made within the time provided by Florida's Prompt Payment Act., Section 218.70, et. Seq., Fla. Stat. 4. Termination Credit to City. The City shall receive an in -kind equipment and services credit from Contractor in the amount of $1,812,000 to compensate the City for the time and expense incurred for actions taken by the City as a result of entering into and later terminating the Fire Department portion of the Agreement, including the hiring of IBM as Program Manager, maintaining the City's existing CAD system on the UNISYS mainframe, setting up a potential partnering arrangement between Police and Fire, and other related actions. The credit may be used for the purchase of PrintraklMotoroia equipment and services at Contractor's prices negotiated between the parties and the credit must be used within two years from the effective date of this Change Order. If the credit is not fully used within this two year period an additional two year period shall commence automatically. A List of Equipment and Services totaling $1,812,000 is attached hereto as Exhibit A. With regard to the equipment, services and quantities contained on the List of Equipment and Services, the City shall have the right, in its sole discretion, at any time, to change the type of equipment, services or quantities thereof by an additional written Change Order. Additionally, each year for the five (5) year term of the Maintenance and Support Agreement, attached hereto as Exhibit D, commencing September 3, 2006, Motorola agrees to provide a fifteen (15%) discount from the City's annual maintenance fees, including the four (4%) annual escalation amount, as provided on Exhibit B, Revised Schedule of Covered Products and Maintenance Pricing. 5. Acceptance The parties confirm that Final System Acceptance of the CAD, RMS and PMDC subsystems occurred on September 2, 2005 as evidenced by the parties' execution of the System Acceptance document dated December 19, 2005, and that, as referenced in the System Acceptance Document, the FBR system remains to be completed. Upon final acceptance of the FBR subsystem, the entire system will be considered to be fully complete. 6. Maintenance If the City elects to purchase maintenance and support services in accordance with the Maintenance and Support Agreement, Exhibit D to the Agreement, then the fees will be as specified in the Exhibit C-1 to the Agreement, List of Deliverables and Pricing, reduced by the amount that represents maintenance attributable to the Fire Department portion of the project that is being deleted pursuant to the terms of this Change Order. The revised schedule of covered products and maintenance fees is attached as Exhibit B, Revised Schedule of Covered Products and Maintenance Pricing. The Deccan International software, as a part of Phase 2 of the project that is being deleted under this Change Order, will be removed, unless the Fire Department elects to continue use of the software. If the Fire Department elects to continue use, it will enter into a new contract directly with Deccan and become responsible for the cost associated with use and maintenance of the software after the Effective Date of this Change Order. The annual invoice from Deccan International dated February 7, 2006, showing a charge in the amount of $22,770 for maintenance fees for the period of March, 2006 through February 2007, is attached hereto as Exhibit C. This invoice is presently due and payable and will be prorated between Motorola and the City if the City elects to continue maintenance as of the date of this Change Order. 7. Performance Bond. The Performance Bond shall be released upon final acceptance of the FBR subsystem. 8. General. Except as specifically stated in this Change Order, the Agreement and the previous Change Orders are in all other respects ratified, confirmed and continue in full force and effect. If there are any inconsistencies between the provisions of this Change Order and the provisions of the Agreement and/or any previous Change Order , the provisions of this Change Order will prevail. The compensation and changes agreed upon in this Change Order are the complete equitable adjustments and final payment amount for all costs the City and Contractor have incurred as a result of or relating to the provisions conta�ij cin this Change_Oxder The partie hereby voluntarily and freely{ oveenantinot to sue and)release, discharge, resolve, settle and micably resolve all claims, actions, liabilities, costs or fees, against one another, their successors or assigns, arising or occurring from the Fire Department portion of this Agreement , any prior Change Order, and/or this Change Order. This Change Order constitutes a full, complete and final understanding between the parties as to its subject matter and supersedes ail prior and contemporaneous understandings between the parties as to its subject matter. Effective Date of this Change Order is , 2007 IN WITNESS WHEREOF the parties have executed this Change Order as of the above Effective Date. Printrak International, Inc., and City of Miami , a Florida municipal corporation Motorola, Inc. By: By: Name: Timothy Boyle Name: Pedro G. Hernandez Title: MSSI Vice -President Title: City Manager Public Safety Applications Attest: Priscilla A. THompson, City Clerk Date: Date: Attest: Assistant Corporate Secretary (affix Corporate Seal) Peter Korinis, Director Information Technology Approved as to Insurance Requirements: LeeAnn Brehm, Risk Management Director Approved as to Form and Correctness: Jorge L. Fernand•ez, City Attorney