PURCHASE AGREEMENT FOR LAPTOP COMPUTERS FOR POLICE DEPT.
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PURCHASEAGREEMENT~@D
This Agreement is made and entered into this;-day of~,~ by and between Dell
Marketing L.P ,. (hereinafter referred to as "DMLP"), a 1$xas limited partnership having its offices at
One Dell Way, Round Rock, TX 78682, and the City of Clearwater, a political subdivision of the State
of Florida, (hereinafter referred to as "CITY"), as represented by the CITY Police Department's Office,
having its office at 645 Pierce Street, Clearwater, FL 33756. The term "DMLP" shall refer to the
company, its agents, and its sub-contractors, if any.
RECITALS
WHEREAS, the CITY Police Department has requirements for "State of Art" Laptop Computers
suitable for field law enforcement use for field reporting, mobile data, word processing and graphics
capabilities; and
WHEREAS, CITY has investigated various laptop computer systems in order to ascertain which would
best serve the functional and technical requirements of the Department and has determined that the
DMLP Latitude laptop system best meets the needs of the Police Department; and
WHEREAS, CITY desires to contract with DMLP for delivery of certain hardware, installation of
operating system software, and hardware maintenance and other services described in this Agreement
and DMLP desires to contract with CITY to provide said hardware, licenses to the Software, hardware
maintenance, and those services described in this Agreement;
NOW THEREFORE, in consideration of the mutual covenants, promises and undertakings contained
herein, the parties agree as follows:
PART I - AGREEMENT FOR ACQUISITION
1.1 Agreement. DMLP hereby agrees to sell the hardware, install the operating software,and
provide related services to and for the CITY
CITY hereby agrees to purchase the hardware, the operating system software, and procure
related services from DMLP, all upon the terms, conditions and provisions of this Agreement.
1.2 System Price. The scope of work included in the Agreement is included herewith in Exhibit A.
The purchase price for all hardware, Three Year Next Business Day on-site maintenance service,
operating system software, and fees for a 3 year service contract and Priemier Access
certifications identified within the scope of work is payable as provided in Part IV of this
Agreement.
1.3 Price Change. IfDMLP's established retail price falls below the price offered for any fully
configured system delivered hereunder shall be less on the date of order receipt than the price
for such equipment as specified herein, this contract shall be deemed to stipulate such lower
price; if such price shall be higher, the prices set forth herein shall prevail.
1.4 Scope of Work. The Work includes the provision of all hardware, software installation and
maintenance services and Premier Access certification required to provide the System described
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by the functional spe"lfications contained in City of ClearwateJs RFP 100-99 and as modified
by DMLP's proposal No, 299070066.
1.5 Order of Precedence. The parties' entire agreement concerning the System consists of: (1) this
Agreement, (2) the RFP 100-99, and (3) DMLP's corresponding RFP Response and (4) the
exhibits to this Agreement. The parties' agreement concerning the System shall be interpreted by
taking all documents as being cumulative and reading them together, hereinafter referred to as
the Agreement. Any contradiction between or among the documents shall be resolved by giving
the City RFP 100-99 and corresponding response in DMLP's proposal controlling interest in
matters related to system functional specifications or performance requirements,
PART II - ACQUISITION OF SYSTEM
2.1 Order and Delivery. All hardware and software shall be delivered by DMLP in time to comply
with a mutually agreed to Implementation Schedule between DMLP and CITY. Title to the
products passes from DMLP to the City on shipment from DMLP's facility, Loss or damage that
occurs during shipping by a carrier selected by DMLP is DMLP's responsibility, Loss or damage
that occurs during shipping by a carrier selected by the City is the City's responsibility. Timely
acquisition of the hardware is the sole responsibility ofDMLP, All expense of delivery of the
hardware and software to CITY shall be borne by DMLP.
2.2 Equipment Condition and Availability. Equipment specified as manufactured by DMLP must
be furnished as industry standard or higher quality, new, and still in production,
The type of equipment, features, and attachments DMLP furnishes CITY must be installed and
operational in an actual site in the United States, outside DMLP's related facilities for a
minimum of six (6) months.
2.3 Site Preparation. CITY shall prepare at its own expense its installation site(s),
2.4 Acceptance. The City's acceptance of the System shall be as provided in Part IV of this
Agreement.
PART III - WARRANTIES
3.1 DMLP Commitments, Warranties and Representations. Any written commitment by DMLP
within the scope of this Agreement including all Exhibits shall be binding upon DMLP, Such
written commitments include 1) any warranty or representation made by DMLP in the Proposal
as to equipment performance, total System performance, or other physical or functioning
characteristics of a machine; 2) any warranty or representation made by DMLP concerning the
characteristics of the items described and 3) any written notification of or affirmation or
representation as to the above which is made by DMLP in or during the course of negotiations
and which is incorporated into a formal amendment to the Proposal.
3.2 Maintenance. DMLP agrees to provide all parts, labor and support necessary to keep the
System in good operating condition in accordance with the provisions contained in DMLP's
Standard Warranty and Service Contract.
The limited warranties applicable to Dell-branded products are included in the documentation
along with the products, and there are no warranties for services, DMLP makes no express
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warranties except thosl stated in this section and in DMLP's apJlicable warranty statement in
effect on the date of the invoice, Any such warranties will be effective, and DMLP will be
obligated to honor any such warranties, only upon DMLP's receipt of payment in full for the
item to be warranted, DMLP disclaims all other warranties, express or implied, including
without limitation implied warranties of mechantability and fitness for a particular purpose.
DMLP's responsibility for warranty claims is limited to repair and replacement as set forth in
DMLP's applicable warranty statement in effect on the date of the invoice. DMLP reserves the
right to modify its warranty at any time, in its sole discretion. All software is provided subject to
the license agreement that is part of the package, Customer agrees that it will be bound by the
license agreement once the package is opened or its seal is broken. DMLP does not warrant any
software under this Agreement. Warranties, if any, for the software are contained in the license
agreement that governs its purchase and use,
3.3 Single Call Problem Resolution. The System Administrator(s) or designated alternate may
contact DMLP's Support Center to ask questions, seek advice, or obtain diagnostic analysis
relating to the use of the System using a toll free number provided by DMLP. Trained and
competent DMLP Support Center personnel shall answer inquiries and assist the System
Administrator(s) or designated alternate in utilizing the System, provide advice, analyze
problems, provide workarounds, if and where possible, and correct or remedy any problems
encountered with the System, DMLP will provided next business day on-site service when
required for the DMLP branded systems and desktop docking stations (DMLP C/Port).
Products purchased as DellWare or ReadyWare products carry different return and warranty
policies than DMLP products, These products may be returned to DMLP in accordance with
their respective return policies in effect on the date of invoice. Any warranty and technical
support provided on these products are provided by the original manufacturer, not by DMLP.
The warranties and technical support may vary from product to product.
As the DMLP Port Replicators must be modified by the Installation Vendor in order to mount
them in the Vehicle, and as this will void the DMLP warranty, DMLP will provide to the CITY,
at no additional cost, ten (10) Port Replicators as backup units, Upon initial delivery of the
systems DMLP will provide five (5) Port Replicators. The additional five (5) will be delivered
as needed throughout the term of the Contract.
DMLP will open a trouble ticket with the DMLP Support Center immediately upon contact from
the System Administrator(s) and will coordinate any problem referral.
3.4 Continuing Standards of Performance. DMLP agrees that subsequent to completion of the
successful performance period and acceptance of the System by CITY, the availability,
performance requirements and criteria established in Section 3.2, in this section, and further
referenced in the Exhibits will be met throughout the full term of the agreement.
3.4.1 Response Time. If your DMLP system has a covered hardware failure while it is under a
next-business-day, on-site* service contract purchased through DMLP, and ifDMLP has
forwarded a service request to the third-party service provider before 5:00 p.m. customer's local
time in the continental U.S., or 4:00 p,m, customer's local time in Canada, Monday through
Friday, a technician, if needed, will arrive at your location to address the problem by the end of
the next business day. In the rare event that the technician does not arrive as promised, contact
DMLP, Your situation will receive top priority for resolution, and you will receive an additional
month of service for free. **
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* When availableJon-site service is provided by an indeperLent third-party service provider,
** The on-site service response guarantee applies to registered owners ofDMLP
Dimension@ systems purchased after August 2, 1993, and registered owners ofDMLP
OptiPlex systems and Latitude XPiand CP systems, Please understand that this guarantee
does not apply to service calls missed for reasons clearly outside ofDMLP's control, such as
interrupted telephone service, the closure of airports required for parts delivery, or parts
shortages. This guarantee applies to the continental U.S. and Canada only, The guarantee
may not be available in some remote locations where next-business-day shipping is not
available. This guarantee is subject to change without notice,
3.4.2 Remedies for Failure to Perform. In the event DMLP breaches a warranty or fails to perform
within the requirements and criteria established in RFP 100-99, Paragraph 40 and this
Agreement, CITY, besides any other rights or remedies it may have, shall have the right to
terminate this Contract forthwith, and recover immediately from DMLP all damages directly
caused by DMLP's default, including reasonable court costs, reasonable expert's fees and
reasonable attorneys' fees, No action by CITY pursuant to this Section, however shall be
deemed to terminate this Contract unless 30 day written notice of termination is given by CITY
to DMLP.
3.4.3 Remedies for False Problems. In the event DMLP determines that problems alleged by the
City were not caused by DMLP systems but by improper use of the system, operator's errors or
similar causes, DMLP shall be entitled to a credit adjustment equal to the number of work-
hours spent on diagnosing and correcting the problem times at a rate equal to DMLP's standard
billing rates, plus any credit adjustments previously assessed by CITY for such false problems
3.5 Need for Equipment Due to Emergency. DMLP shall make every reasonable effort to assist
CITY in procuring use of equipment compatible with that provided under this Agreement to
meet emergencies such as a major breakdown or unforeseen peak loads,
3.6 Documentation. DMLP shall provide current, accurate hardware and software documentation
for the System as prescribed in City's RFP 100-99.
3.7 Price of Maintenance Services. In addition to DMLP's Standard Service and Support Policy
and 30 Day Satisfaction Guarantee, DMLP agrees to provide Three years of Next Business Day
On-Site, parts and labor maintenance services for the Laptops and the Deskside ClPort docking
stations as part of the cost of the system.
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PART IV - IMPLEMENT~ION, PAYMENT SCHEDULE AND kLATED SERVICES
4.1 Implementation Schedule. Delivery of Hardware with Software installed shall be completed by
the week of February 7, 2000 in accordance with a mutually agreed to implementation schedule
between DMLP and the City
4.2 Delivery and Installation. DMLP shall deliver the proposed hardware and installed software to
CITY sites. Installation services will be performed by another Vendor, who is contracted
directly by CITY
4.3 DMLP Certification. When the System is delivered, by DMLP in accordance with all
requirements of the Specifications, then DMC shall certify that fact to CITY in writing ("DMLP
Certification") via a standard DMLP invoice, Such invoice shall be construed to imply DMLP's
statement that no mechanic's or other liens are of record upon the hardware for work, any
subcontractor, or their employees, and that no claim or demand exists in favor of materials
and/or labor furnished or supplied in the performance of the Work. Thereafter, an acceptance
test shall be performed by the City in accordance with procedures set forth in Sections 4.4 and
4.5 of this Agreement,
4.4 Functional Acceptance. Within twenty (20) days ofDMLP's giving ofDMLP Certification,
City of Clearwater shall run the functional and benchmark tests CITY deems necessary to
determine that the functions of the System match those of the Specifications contained in the
RFP 100-99,
CITY's determination that the System operation and functionality substantially matches the
Specifications shall be deemed Functional Acceptance of the System, Functional Acceptance
shall not prejudice CITY's right to accept or reject the System under Section 4,5 ofthis
Agreement.
4.5 Final System Acceptance. Acceptance of the System and other portions of the Work shall be as
provided in this Section 4.5, the completion of which shall be deemed Final System Acceptance.
4.5.1 Final System Acceptance Procedures. Concurrent with the Functional Acceptance, CITY shall
begin the process to accept or reject the System by operating the system in accordance with its
normal operating practices over a 20 day period to determine if the System meets the
Specifications and the reliability standards set forth in Exhibit A of this Agreement. CITY's
acceptance, conditional acceptance or rejection shall be by written notice given within twenty
(20 ) days of the Functional and Final Acceptance being completed and, if a conditional
acceptance or rejection is made, CITY's notice shall set forth in reasonable detail the basis for its
position, DMLP shall have ten (10) days to cure, or if cure within that time is not possible, to
begin and diligently pursue the cure of, the defects noted by CITY by either (a) modifying or
adjusting the System to meet the Specifications (b) replacing or adding such components as may
be necessary to make the system meet the Specifications; or (c) at the option of CITY, returning
the system under DMLP's Thirty Day Total Satisfaction Guarantee.
4.6 Payment Terms. Payment is net 30 days from date of invoice, If the City is not satisfied with
the products, the City may return them to DMLP up to thirty (30) days from the date of invoice
for a full refund of the product purchase price if already paid.
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4.7 Training. DMLP wil provide training through its Tier 1 PreJer Access Program for one
person at a cost of $179,00. The Premier Access Program is outlined in DMLP's response to
RFP 100-99.
4.8 Non-Exclusiveness of Remedies. Any right or remedy on behalf of CITY on behalf of any
other entity possessing the right or permission to buy under these specifications) provided for in
any part of these specifications, including, but not limited to any guaranty or warranty or any
remedy for DMLP's non-performance, shall be in addition to, and not a limitation of, any right
or remedy otherwise available by law, equity, or statute unless otherwise modified in this
Agreement or those documents incorporated by reference.
PART V - INSTALLATION DEPENDENCIES AND DELAYS
5.1 Delays by DMLP or Delays by CITY. A mutually agreed upon delivery and implementation
schedule shall be established between DMLP and City. In the event that either party expects or
experiences a delay in the established schedule, they are to notify the other party within 48
hours of the delay, Should the delay by either party be deemed reasonable by both parties, the
schedule shall be revised accordingly. Should the delay be deemed unreasonable, either party
may employ the remedies as provided for in Part VI, Section 6.2 - 6.2,1.4 of this Agreement.
5.2 Penalties for Late Delivery - Penalty Clause will be negotiated once a firm delivery and
rollout schedule is established.
PART VI - ADDITIONAL TERMS AND CONDITIONS
6.1 Change Orders. DMLP and City shall negotiate in good faith and in a timely manner as to the
price of change orders, If the parties reach an agreement, the contract terms shall be modified
accordingly.
6.2 Termination. This Agreement will terminate or may be terminated as provided in this Section
6.2.
6.2.1 Termination by City. Within 30 days written notice this Agreement may terminate or may be
terminated by CITY for any or all of the following reasons:
(i) For any default by DMLP,
(ii) For the convenience of CITY,
(iii) In the event of the insolvency of, or declaration of bankruptcy by, DMLP, or
(iv) In the event sufficient appropriated, otherwise un-obligated funds no longer exist for the
payment of CITY's future obligations hereunder, as each of these is described in the
following subsections,
In the event CITY elects to terminate purchases, it shall pay DMLP for all products ordered and
received prior to such termination or shall return such products under DMLP's returns policy
then in effect.
6.2.1.1 Termination for Default. The failure ofDMLP to comply substantially with any material term,
condition, or provision of this Agreement shall constitute a default. In the event of default,
CITY shall notify DMLP of the specific act or omission by DMLP, which constitutes default.
DMLP shall have thirty (30) business days from the date of receipt of such notification to cure
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such default or, ifsucl default is not capable of being cured wiLin ten (30) business days, to
begin and diligently pursue such cure. In the event of default, and during the above specified
grace period, performance under this Agreement shall continue as though the default had never
occurred, In the event the default is not cured within the above specified grace period, then
CITY may, at its sole option, terminate this Agreement for default. Such termination shall be
accomplished by written notice of termination and shall be effective at the close of business on
the date specified in the notice,
6.2.1.2 Termination for Convenience. CITY may terminate performance of work under the agreement
in whole or in part whenever for any reason CITY shall determine that such termination is in the
best interest of CITY. In the event that CITY elects to terminate the agreement pursuant to this
provision, it shall so notify DMLP and the termination shall be effective as of the date specified
in the notice, The agreement shall terminate without further obligation of CITY as of that
moment, except DMLP shall be paid for all work performed to the effective date of termination.
In the event CITY elects to terminate purchases for its convenience, it shall pay DMLP for all
products ordered and received prior to such termination or shall return such products under
DMLP's returns policy then in effect.
6.2.1.4 Termination for Unavailability of Funds. Notwithstanding any other provision of this
Agreement, the parties hereto agree that the charges hereunder are payable by CITY solely
from funds received by CITY from normal operations, In the event such funds are determined
in the sole discretion of the CITY Council to no longer exist or to be insufficient with respect
to the charges payable hereunder, this Agreement shall terminate without further obligation of
CITY as of that moment, except DMLP shall be paid for all services rendered and systems
shipped to the effective date of termination. In such event, the City Council shall certify to
DMLP the occurrence thereof, and such certification shall be conclusive,
In the event CITY elects to terminate purchases for its convenience, it shall pay DMLP for all
products ordered and received prior to such termination or shall return such products under
DMLP's returns policy then in effect.
6.2.1.5 Procedure on Termination. Upon termination of this Agreement by the City as provided by this
subsection 6.2.1, DMLP shall:
(i) Stop work under the agreement on the date and to the extent specified in the notice of
termination.
(ii) Place no further orders or subcontract for materials. services or facilities. except as mav
be necessary for completion of such portion of the work under the agreement as is not
terminated.
(iii) Terminate all orders and subcontracts to the extent that thev relate to the performance of
work terminated by the notice of termination,
(iv) With the approval of CITY, settle all outstanding liabilities and all claims arising out of
such termination of orders and subcontracts, the cost of which would be reimbursable in
whole or in part, in accordance with the provisions of the agreement,
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(v) Take such action as may be necessary, or as CITY may direct, for the protection and
preservation of any and all property or information related to the agreement which is in
the possession of DMLP and in which CITY has or may acquire an interest, and
(vi) Within thirty (30) business days from the effective date of the termination, DMLP shall
deliver to CITY all and standard written materials necessary to the continued
performance of the System as specified by CITY. All materials shall be licensed by
DMLP to CITY under the terms of Part III of this Agreement.
6.2.1.6 Payment on Termination for Convenience. If this Agreement is terminated for the
convenience of CITY under the provisions of subsection 6.2,1.2 of this Agreement, then the
City shall pay DMLP for services rendered by and products shipped by DMLP up to the date of
termination as mutually agreed upon by DMLP and CITY.
6.3 Laws to be Observed. DMLP shall perform the Work in compliance with all federal and state
laws and local ordinances which in any manner affect those engaged or employed in the Work
or which in any manner affect the conduct of the Work unless otherwise modified herein
6.4 Governing Laws. The validity, interpretation, performance, and enforcement of this agreement
shall be governed by the laws of Florida,
6.5 Taxes, Insurance and Miscellaneous Expenses. All statements of prices, fees and charges
payable to DMLP are net to CITY, including sales tax, delivery, transit insurance and other
expenses of delivery.
6.6 Limitation of Liability.
6.6.1 Force Majeure. Neither party shall be responsible for delays resulting from causes beyond the
control of the party including, but not limited to industry wide part shortages, delays resulting
from governmental action, inability to obtain services, power failures, acts of God and the
failure of any product or service not manufactured or provided by the party.
6.6.2 No Third Party Beneficiaries. This Agreement is not intended to create any right in or for the
public, or any member of the public, any subcontractor, supplier or any other third party, or to
authorize anyone not a party to this Agreement to maintain a suit to enforce or take advantage of
its terms. The duties, obligations and responsibilities of the parties to this Agreement with
respect to third parties shall remain as imposed by law.
6.6.3 Consequential Damages. In no event will either DMLP or the City be liable for any
consequential, special indirect or punitive damages even if notification has been given as to the
possibility of such damages.
6.7 Nondiscrimination Standards. DMLP will not discriminate against employees or applicants
for employment because of physical or mental disability in regard to any position for which the
employee or applicant for employment is qualified. DMLP agrees to take affirmative action to
employ, advance in employment and otherwise treat qualified disabled individuals without
discrimination based upon their physical or mental disability in all employment practices such
as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff
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or termination, rates J. payor other forms of compensation anJ selection for training, including
apprenticeship.
6.8 Conflict of Interest. DMLP hereby certifies that no officer, agent or employee of CITY who
may have a pecuniary interest in this Agreement has participated in the contract negotiations on
the part of CITY, that the Proposal was submitted in good faith without fraud, collusion or
connection of any kind with any other service provider for the same call for proposals and
DMLP has competed solely in its own behalf without obligation to any undisclosed person or
firm.
6.9 Notices. Notices shall be in writing and deemed given when received from the United States
mail, first class postage prepaid, return receipt requested, addressed to the person to whom
notice is given at the addresses set forth below or at any other address designated by notice by a
party:
If to the City:
Deputy Chief William 0, Baird
645 Pierce Street
Clearwater, FL 33756
Telephone: (727)562-4187
Tax: (727) 562-4198
If to DMLP:
Mike McGill
Contract Specialist
Dell Marketing L.P.
One DMLP Way
Round Rock, TX 78682
Telephone: (800)981-3355, ext. 88267
FAX: 512-512-728-5893
6.10 Insurance. DMLP shall file with the City, a certificate of insurance, in companies acceptable to
the City, with a Best's Rating of no less than A: VII showing (or better),
6.10.1 Workers' Compensation Insurance. Workers' Compensation Insurance shall be provided as
required by any applicable law or regulation. Employers liability insurance shall be provided in
amounts not less than $500,000 each accident for bodily injury by accident, $500,000 policy
limit for bodily injury by disease, and $500,000 each employee for bodily injury by disease.
If there is an exposure of injury to DMLP's employees under the U. S. Longshoremen and
Harbor Workers' Compensation Act, the Jones Act or under laws, regulations or statutes
applicable to maritime employees, coverage shall be included for such injuries or claims.
Each Workers' Compensation policy shall be endorsed with the following specific language:
(i) Cancellation Notice. This policy shall not be canceled or materially changed without first
giving thirty (30) days' prior written notice to the CITY,
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6.10.2 General Liability Insurance.
(i) Comprehensive General Liability or Commercial General Liability Insurance covering all
operations by or on behalf ofDMLP, providing insurance for bodily injury and property
damage liability for the limits of liability in the amount of $1 ,000,000 each occurrence,
$1,000,000 in the aggregate in one of the following forms: 1) Comprehensive General
Liability, 2) Commercial General Liability (Occurrence), or 3) Commercial General
Liability (Claims Made), If the policy does not have an endorsement providing that the
General Aggregate Limit applies separately, or if defense costs are included in the aggregate
limits, then the required limits shall be $2,000,000,
(ii) Endorsements. Each comprehensive or Commercial General Liability policy shall be
endorsed with the following specific language:
A. The City of Clearwater, its officers, agents, employees, and volunteers are to be covered
as insured for all liability arising out of the operations by or on behalf of the named
insured in the performance of this Agreement.
B. The insurance provided is primary coverage to the CITY with respect to any insurance or
self insurance programs maintained by the CITY, and no insurance held or owned by the
CITY shall be called upon to contribute to a loss,
C. This policy shall not be canceled or materially changed without first giving thirty (30)
days' prior written notice to the CITY.
6.10.3 Automobile Insurance. Automobile Liability Insurance covering bodily injury and property
damage in an amount no less than $1,000,000 combined single limit for each occurrence.
6.10 Miscellaneous Provisions.
6.10.1 Modifications. This Agreement may be modified only by mutual agreement by both parties,
6.10.2 Waiver. No term or condition of this Agreement shall be deemed to have been waived, nor shall
there be an estoppel against the enforcement of any provision, except by written instrument of
the party charged with such waiver or estoppel. No such written waiver shall be deemed a
continuing waiver unless specifically stated therein and each such waiver shall operate only as to
the specific term or condition waived and shall not constitute a waiver of such term or condition
for the future or as to any act other than that specifically waived,
6.10.3 Headings. The headings of parts, sections and subsections used in this Agreement are included
solely for convenience of reference and shall not control the meaning or interpretation of any of
the provisions of the agreement.
6.10.4 Number and Gender. Whenever applicable within this Agreement, the singular shall include
the plural and the plural shall include the singular and a pronoun of one gender shall refer to any
appropriate gender,
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6.10.5
Severability. Unless Ixpressly provided otherwise, theprovisilns of this Agreement are
severable, and the un-enforceability of any provision shall not affect the enforceability of any
other provision of this Agreement.
6.10.6 Inurements. The terms of this Agreement shall inure to the benefit of the parties, including their
successors and permissible assigns, if any,
6.10.7 Counterparts. This Agreement may be executed simultaneously or concurrently in one or more
counterparts, each of which shall be deemed a duplicate original but all of which together shall
constitute one and the same agreement.
6.10.8 Entire Agreement. The making, execution and delivery of this Agreement has been induced by
no representations, statements, warranties or other agreements except as expressed by the
written terms of this Agreement and all exhibits, including the City's RFP 100-99. The City
acknowledges that no employee, agent or representative ofDMLP has the authority to bind
DMLP to any representation not expressly contained in a written agreement signed by an
executive officer ofDMLP. This Agreement embodies the entire understanding of the parties
and supersedes all prior or contemporaneous proposals, purchase orders, understandings,
representations, conditions, warranties, covenants and other telecommunications between the
parties, whether oral or written, relating to the subject of the agreement unless expressly set
forth or referred to in the agreement. The parties agree that this Agreement may not in any way
be contradicted by a prior or existing course of dealing between them or by any usage of trade or
custom,
6.10.9 Hold Harmless. DMLP agrees to save harmless and to indemnify the City from every claim or
demand, which may be made for injury or death, or damage to property including Employers
Liability for injured workers to the extent the injury is caused directly by DMLP during the term
of this Agreement. Such duty shall be irrespective of the date upon which the claim or demand
is asserted,
If any judgment is rendered against the City for any injury, death or damage cause by DMLP
during the terms of this Agreement, DMLP shall, at its own expense, satisfy and discharge any
judgment.
Neither of the foregoing paragraphs shall be applicable if the injury, death or damage is caused
by the City's negligence,
As used above, the term CITY or City means CITY, or its officers, agents, employees, or
volunteers.
CITY agrees to save harmless and to indemnify DMLP from every claim or demand which may
be made for any injury or death, or damage to property including Employers Liability for
injured workers to the extent caused directly by CITY during the term of this Agreement. Such
duty shall be irrespective of the date upon which the claim or demand is asserted,
If any judgment is rendered against the DMLP for any injury, death or damage cause by DMLP
during the terms of this Agreement, CITY shall, at its own expense, satisfy and discharge any
judgment.
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Neither of the foregolg paragraphs shall be applicable if the ijury, death or damage is caused
by DMLP's negligence.
As used above, the term DMLP or DMLP means DMLP, or its officers, agents, employees, or
volunteers.
6.10.10 DMLP's Power and Authority. DMLP warrants that it has full power and authority to grant
the rights herein granted and will hold CITY hereunder harmless from and against any loss, cost,
liability, and expense (including reasonable attorney fees) arising out of any breach of this
warranty, Further, DMLP agrees that it will not enter into any arrangement with any third party
which might abridge any rights of CITY under this Agreement.
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Exhibit A - Scope of Work
1, Manufacture systems and install operating systems during normal manufacturing process. CITY
responsible for obtaining license for use of software,
2, Delivery of Latitude Cpi notebook systems, deskside C/Port docking stations and vehicle Port
Replicators per mutually agreed to Implementation Schedule between DMLP and CITY,
3. Three year Next Business Day Service Contract for Latitude Cpi notebooks and deskside
docking stations for sub-stations,
4, As the DMLP Port Replicators must be modified by the Installation Vendor in order to mount
them in the Vehicle, and as this will void the DMLP warranty, DMLP will provide to the CITY,
at no additional cost, ten (10) Port Replicators as backup units. Upon initial delivery ofthe
systems DMLP will provide five (5) Port Replicators. The additional five (5) will be delivered
as needed throughout the term of the Contract.
Cost Summary
Item
Notebook
Deskside C/Port
Vehic1e Port Replicators
Priemer Access
TOTAL
Qty
200
20
135
1
Unit Cost
$2,647.95
$ 316.00
$ 229,00
$ 179,00
Purchase
Total
$529,590.00
$ 6,320.00
$ 30,915,00
$ 179,00
$567,004.00
,.0/
. IN WITNESS WHEREOF, wi have hereto set our hands and seals the Ly first above written,
Attest:
Ci of Clearwater, Florida
Michael 1. Roberto
City Manager
Approved as to form:
Countersigned:
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ohn Carassas
Assistant City Attorney
--..
~40
Brian Aungst
Mayor-Commissioner
Dell Marketing L.P.
~./!:,~ IN;)-
Witness
u//~
V{fke Schneider,
Manager Opportunity Management
State and Local Government
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