Radio System SLERS Harris Maint WIRELESS SERVICES AGREEMENT
This Wireless Services Agreement (this "Agreement is made as of the 3rd day
of Time/ter, 2009 by and between HARRIS CORPORATION, RF
COMMUNICATIONS DIVISION "Provider having a principal place of business at
221 Jefferson Ridge Parkway Lynchburg, VA 24501, and the City of Okeechobee,
Florida "User having a principal place of business at 55 SE 3rd Avenue, Okeechobee,
FL 34974.
WHEREAS, Provider, as successor -in- interest to Com -Net Ericsson Critical
Radio Systems, Inc. and M/A -COM, Inc., is a party to that certain Service and Access
Agreement (the "State Contract dated September 28, 2000 by and between Provider
and the State of Florida, acting by and through the Department of Management Services
"DMS and the State Technology Office acting as administrative agent for the Joint
Task Force on the State Agency Law Enforcement Communications (collectively, the
"State
WHEREAS, Provider owns and operates a network of wired and wireless
telecommunications facilities which provide the State with certain wireless voice and
data communications services, commonly referred to as the Florida Statewide Law
Enforcement Radio System, throughout the State of Florida (the "Wireless Network
WHEREAS, User desires to obtain from Provider, and Provider, subject to
securing the prior written the consent of the State, desires to grant to User, a license
"License to access to the voice communication Radio Portion of the Wireless Network
"Radio Network for use in the Okeechobee County, FL area "Area in accordance
with the terms and conditions set forth herein.
NOW, THEREFORE, for and in consideration of the promises made herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Access to Radio Network. During the period commencing on _NOV. 3 2009 and
continuing through the expiration date of the State Contract but not later than December
31, 2021 (the "Contract Term User shall have the non exclusive right to access the
Radio Network in conjunction with the performance of User's public service radio
operations for voice communications with such coverage as exists on the Radio Network
within the Area. Solely in exchange for such License to use of the Radio Network within
the Area, User shall pay to Provider the Access Fee on a monthly basis throughout the
Contract Term, in accordance with the provisions of Section 2 hereof.
2. Access Fee. Throughout the Contract Term, User shall deliver to Provider the
amount of $9.00 per month (the "Access Fee per radio licensed "Licensed
Radio pursuant to this Agreement, payable on or before the first (1 day of each
calendar month (February 1, March 1, April 1, etc.), without notice, demand or setoff.
The first monthly payment (or pro rata portion thereof if the commencement date is other
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than the first day of a calendar month) of the Access Fee shall be due and payable ten
days following completion of equipment installation and activation of communication
service. Provided it would not interfere in any way, manner or form with the State's use
of the Wireless System, User may request during the Contract Term that the number of
Licensed Radios be increased. If Provider agrees with such request, the number of
Licensed Radios shall be increased following the payment by the User of the Access Fee
for such additional Licensed Radios (on a pro rata basis if such Licensed Radios are
added at any time other than the first day of a calendar month) and thereafter the monthly
Access Fee shall be increased to include such additional Licensed Radios.
3. User's Responsibilities User shall be responsible for securing all approvals,
licenses, and permits necessary, if any, to allow User to use the Radio Network at its sole
cost and expenses. User understands and agrees that its use of the Radio Network shall
not interfere in any way, manner or form with the State's use of the Wireless Network.
4. Representations and Warranties. Provider shall be responsible for repairing and
maintaining the Radio Network in good working order throughout the Contract Tenn. If
during the Contract Term User is unable to access the Radio Network for a period of
more than one (1) day due to Provider's gross negligence or willful misconduct, then
User shall be entitled to a pro rata reduction in the Access Fee for such period. Except as
set forth in this Agreement, Provider makes no representations or warranties of any kind
to User regarding the nature, condition, or capabilities of the Radio Network. All other
User costs including, but not limited to, Dispatch, User terminal maintenance, and User
equipment replacement costs, are to be borne by and at the sole expense of User.
5. Default. In the event that User fails to pay any monthly Access Fee within fifteen
(15) days after User receives a written notice of non payment from Provider, Provider
may terminate this Agreement by written notice to User and User shall thereafter
immediately take all necessary steps, at User's sole cost and expense, to cease its use of
the Radio Network. Notwithstanding the foregoing, Provider shall only be obligated to
provide User with a written notice of non payment one (1) time during any calendar year
during the Contract Term, after which Provider shall be entitled to the foregoing
termination rights if User fails to pay any monthly Access Fee within fifteen (15) days
after the date that the same is due and payable hereunder.
6. Notices. Any notices or payments hereunder shall be given in writing to the party
for whom it is intended at the respective addresses set forth above, or such other address
as may be designated in writing by notice given in accordance herewith, either in person,
by registered or certified mail (return receipt requested and postage prepaid), by first
class mail (postage prepaid) or by a nationally recognized overnight courier providing for
signed receipt of delivery. Any such notice or payment shall be deemed given or
received when delivered in person, when mailed if sent by certified or registered mail,
when received if sent by first class mail, or when deposited for delivery with such
overnight courier, whichever occurs first.
7. Construction of Agreement. This Agreement, which may be executed in multiple
counterparts, is to be construed in accordance with the laws of the United States and the
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State of Florida. This Agreement sets forth the entire contract between the parties hereto,
is binding upon and inures to the benefit of the parties hereto and their respective
successors and assigns, and may be canceled, modified or amended only by a written
instrument executed by both Provider and User.
8. Termination. Either party may terminate this agreement, upon giving ninety (90)
days prior written notice to the other in accordance with the terms hereof for any reason
or no reason at all. Such termination shall be deemed effective at the end of such ninety
(90) day period.
9. Sublet/Subleases. As the demand for direct communication between the various
local law enforcement agencies, first responders, and others, becomes a higher priority,
User might decide it is beneficial to issue a portion of their authorized radio allotment to
another entity. Prior written approval must be obtained from the State of Florida
Department of Management Services and Provider to ensure compliance with the
covenants of the 3 Party Agreement between the State of Florida Department of
Management Services and User. User shall remain ultimately responsible for payment of
all Access Fees as set forth in Sec. 2 above for all equipment activated on the radio
network in accordance with their 3rd Party Agreement. User may, at its discretion, require
payment of radio subscription fees by the entity desiring direct communications as a
condition of usage. User is solely responsible for collecting subscription charges from
any entity in which they issue a radio for direct communications. Regardless of whether
such entity pays such subscription charges, User shall pay the Access Fee set forth in Sec.
2 above for radios even if used by another entity. User's total radio count plus and radios
issued to direct connect entities may not exceed the User's authorized radio allotment
outlined in the 3 Party agreement with the State of Florida Department of Management
Services.
10. Eauivment List. The equipment list is encapsulated into Exhibit A of this
agreement. Upon installation, the equipment list will be amended to contain the
manufacturer's serial number of each radio that will be included on the network.
Additions to the equipment list must be made via fax, email, or regular postal service.
Prior to being added to the network, the additional equipment must be determined not to
exceed the maximum authorized quantity as specified in the State of Florida Department
of Management Services Approval Letter.
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IN WITNESS WHEREOF, this Wireless Services Agreement is entered into as of
the date first written above.
HARRIS CORPORATION, acting through its RF
Communications Division
By: 217,
Y�
P 1 V
Name: (mot.
Its:` D
Date: 4/8 266 5'
City of Okeechobee, Florida
JAM KIRK, M4 or
ATTEST:
By:
LANE GAMIOTEA; City Clerk
'REVIEWED FCR LBC,L SJFFTCIQVCY:
JUN R. QrK, City Attarney
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