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HomeMy WebLinkAboutContract 39633VMOTOROLA Atin: National Service Support 1309 East Algonquln Road Schaumburg, IL 60196 (800) 247-2.346 Date: 08/06/2009 vCNRACTly N 39 SERVICE AGREEMENT Contract Number: S00001012975 Contract Modifier: RN01 Supercedes Agreement(s): Company Name: FORT WORTH, CITY OF Required P.O.: Yes Attn: Customer # : 1012858843 Billing Address: 1515 11th Ave Bill to Tag # : 0001 City, -State, Zip: Fort Worth, TX 76102 Contract Start Date: 10/01/2009 Customer Contact: Gary Smith Contract End Date: 09/30/2010 Phone: (817)392-6049 Anniversary Day: Sep 301h Fax: Payment Cycle: ANNUAL Tax Exempt: Exempt From All Taxes PO # : Qt Model/O tion Description MonthlyExt Extended ***** Recurring Services VCOISVC1220C RADIO REPAIR SERVICE(RSA) $ 3,247036 $ 38,968.32 118 SVC542A MW800 CPU WITH OR W/O RADIO 118 SVC543AB MW800 DISPLAY 118 SVC544AB MW800 KEYBOARD SPECIAL INSTRUCTIONS - ATracN sraTeMENr of woRX FOR PERFORMANCE DESCRIPTIONS received Statements of Work that describe the services provided on Ibis Agreement. Motorola's Servke Terms and Conditions, a copy of which Is attached to t;7 Service Agreement, is Incorporated herein by this reference. AUTHORIZED CUSTOMER SIGNA Karen L. �lantgomery XORO � EPR�SATIVE (SIGNATURE) MOTOROLA REPRESENTATIVE (PRINT NAME) } H I I V tYl�tl� Y Subtotal - Recurrin4 Services Subtotal -One-Time Event Services Total Taxes Grand Total $ 3,247.3bj $ 38 $ .0 $3,247.36 $38 $ 3,247.36 $ 381 ATE AND LOCAL TAXING �ERIFIE0 BY MOTOROLA- Subcontractors City State MOTOROLA RADIO SUPPORT CENTER ELGIN IL TITLE TITLE (J PHONE Austad by. f OFFtClA� t�ECORD CITY St;CRETARY Service Terms and Conditions Motorola, Inc. ("Motorola") and the customer named in this Agreement ("Customer") hereby agree as follows: Section 1 APPLICABILITY These Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer either (1) maintenance, support, or other services under a Motorola Service Agreement, or (2) installation services under a Motorola Installation Agreement, Section 2 DEFINITIONS AND INTERPRETATION 2.1. "Agreement" means these Service Terms and Conditions; the cover page for the Service Agreement or the Installation Agreement, as applicable; and any other attachments, all of which are incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities, these Service Terms and Conditions take precedence over any cover page, and the cover page takes precedence over any attachments, unless the cover page or attachment states otherwise. 2.2. "Equipment" means the equipment that is specified in the attachments or is subsequently added to this Agreement. 2.3. "Services" means those instal►ation, maintenance, support, training, and other services described in this Agreement. Section 3 ACCEPTANCE Customer accepts these Service Terms and Conditions and agrees to pay the prices set forth in the Agreement. This Agreement becomes binding only when accepted in writing by Motorola. The term of this Agreement begins on the "Start Date" indicated in this Agreement. Section 4 SCOPE OF SERVICES 4.1. Motorola will provide the Services described in this Agreement or in a more detailed statement of work or other document attached to this Agreement. At Customer's request, Motorola may also provide additional services at Motorola's then -applicable rates for the services. 4.2. If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be used; the Equipment will be serviced at levels set forth in the manufacturer's product manuals; and routine service procedures that are prescribed by Motorola will be followed. 4.3. If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial Equipment, the additional equipment may be added to this Agreement and will be billed at the applicable rates after the warranty for that additional equipment expires. 4.4. All Equipment must be in good working order on the Start Date or when additional equipment is added to the Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. Customer's obligation to pay Service fees for this Equipment will terminate at the end of the month in which Motorola receives the written notice. 4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments. Service Terms and Conditions. Rev 8.12.09.doc (CSA formatted) 4,6. If Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for any reason, Motorola may modify the scope of Services related to that Equipment; remove that Equipment from the Agreement; or increase the price to Service that Equipment, with the approval of Customer. 4.7. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the level of Service purchased as indicated in this Agreement. Section 5 EXCLUDED SERVICES 5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events. 5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment malfunction caused by the transmission medium. Section 6 TIME AND PLACE OF SERVICE Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer's location, Customer will provide Motorola, at no charge, a non -hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses. Section 7 CUSTOMER CONTACT Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer's personnel to maintain contact, as needed, with Motorola. Section 8 PAYMENT Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within twenty (20) days of the invoice date. Unless Customer established an exemption from payment of taxes, Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments that are levied as a result of Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola) by any governmental entity. Service Terms and Conditions. Rev 8.12.09.doc (CSA formatted) Section 9 WARRANTY Motorola warrants that its Services under this Agreement will be free of defects in materials and workmanship for a period of ninety (90) days from the date the performance of the Services are completed. In the event of a breach of this warranty, Customer's sole remedy is to require Motorola to re - perform the non -conforming Service or to refund, on a pro-rata basis, the fees paid for the non- conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, Section 10 DEFAULT/TERMINATION 10.1. If either party defaults in the performance of this Agreement, the other party will give to the non- performing party a written and detailed notice of the default. The non -performing party will have thirty (30) days thereafter to provide a written plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan approval. If the non -performing party fails to provide or implement the cure plan, then the injured party, in addition to any other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of termination to the defaulting party. 10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide Services. Section 11 LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liabty in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Service provided under this Agreement. 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 OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than four (4) year after the accrual of the cause of action, except for money due upon an open account. This limitation of liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision. Section 12 EXCLUSIVE TERMS AND CONDITIONS 12.1, This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether written or oral, related to the Services, and there are no agreements or representations concerning the subject matter of this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties. 12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party be bound by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: the purchase order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify Service Terms and Conditions. Rev 8.12.09.doc (CSA formatted) this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized representatives of both parties. Section 13 PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS 13.1. Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished to Customer under this Agreement will remain Motorola's property, will be deemed proprietary, will be kept confidential, and will be promptly returned at Motorola's request. Customer may not disclose, without Motorola's written permission or as required by law, any confidential information or data to any person, or use confidential information or data for any purpose other than performing its obligations under this Agreement. The obligations set forth in this Section survive the expiration or termination of this Agreement. 13.2. Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any time by Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide Customer with access to its confidential and proprietary information, including cost and pricing data. Notwithstanding the foregoing, until the expiration of three (3) years after final payment under this Agreement, Customer shall have limited access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of Motorola involving transactions relating to this Agreement at no additional cost to the Customer. Motorola agrees that Customer shall have limited access during normal working hours to all necessary Motorola facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. Motorola's books, documents, papers and records provided to Customer pursuant to this provision shall not be used, duplicated or disclosed to any other third party without the express written permission of Motorola. In no circumstances will Motorola be required to create or maintain documents not kept in the ordinary course of Motorola's business operations, nor will Motorola be required to disclose any information, including but not limited to product cost data, which it considers confidential or proprietary to Motorola. Customer shall give Motorola 30 days prior written notice of intended audits. 13.3. This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under any Motorola patent, copyright, trade secret, or other intellectual property, including any intellectual property created as a result of or related to the Equipment sold or Services performed under this Agreement. Section 14 FCC LICENSES AND OTHER AUTHORIZATIONS Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission or any other federal, state, or local government agency and for complying with all rules and regulations required by governmental agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any governmental matters. Section 15 COVENANT NOT TO EMPLOY During the term of this Agreement and continuing for a period of two (2) years thereafter, neither party will hire, engage on contract, solicit the employment of, or recommend employment to any third party of any employee of Motorola, Customer or Motorola's subcontractors without the prior written authorization of the other party. This provision applies only to those employees of Motorola or its subcontractors who are responsible for rendering services under this Agreement. If this provision is found to be overly broad under applicable law, it will be modified as necessary to conform to applicable law. Service Terms and Conditions. Rev 8.12.09.doc (CSA formatted) a Section to MATERIALS, TOOLS AND EQUIPMENT All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in Customer's custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time without restriction. Section 17 GENERAL TERMS 17.1, If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and effect. 17.2. This Agreement and the rights and duties of the parties will be interpreted in accordance with the laws of the State in which the Services are performed. 17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege. 17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party's reasonable control, such as strikes, material shortages, or acts of God. 17.5. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 17.6. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. 17.7. THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1) YEAR TERM, ON EVERY ANNIVERSARY OF THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, Motorola may adjust the price of the Services to reflect its current rates. 17.8. If Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in effect at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on a time and materials basis at Motorola's then effective hourly rates. Service Terms and Conditions. Rev 8.12.09.doc (CSA formatted) Statement of Work Prepared For FART WQRTH, CITY OF 151511TH .�►.�TE FORT yV'ORTH9 TX 76102 Statement of Work Repair Service Advantage (Service Agreement) End Users. . 1.0 Description Repair Service Advantage provides board level service for the Equipntcnt that is specifically named in the applicable agreement to which this Statement of Work (SOW) is attached or any of the agreement's subsequent revisions. Services are performed at the Radio Support Center (RSC), or Federal Technical Support Center. In addition to Equipment specifically named in the applicable agreement to which this Statement of Work is attached, Repair Service Advantage includes service on standard mobile palm microphones and single mobile control heads provided that they are required for normal operation of the Equipment and are included at the point of manufacture. Repair Service Advantage oxcludes repairs to: optional accessories; nan-standard mobile microphones; iDEN accessories; MEN mobile microphones; portable remote speaker microphones; optional or additional control heads; mobile external speakers; single and multiple unit portable chargers; batteries; mobile power and antenna cables; mobile antennas; portable antennas, and power supplies. Engraving service is not covered under standard Repair Service Advantage. Repair Service Advantage is non -cancelable and non-refundable. Il' Equipment is added to the agreement subsequent to the at Date, these units are also non -cancelable and non-refundable for the agreement duration. All Equipment must be in good working order on the Start Date or when additional Equipment is added to the agreement. Equipment may only be added to the agreement, via acustomer signed or emailed Motorola Inventory Adjustment Form (IAF). Complete and accurate serial numbers and model descriptions must be supplied. All inventory adjustment requests for add -on subscriber units received prior to the 15(h of the month will be effective the lst of the following month. Equipment add -on requests received after the 15th of the month will he effective the 1 st of the next succeeding, month. Equipment deletions from the agreement may only he deleted under the fallowing limited conditions: a) Equipment was stolen and proof of theft is provided to Motorola; or b) Motorola determines Equipment is damaged beyond repair; or c) Motorola determines Equipment is no longer supportable or is obsolete; or d) Equipment had already been under a previous contract for at least the twelve month requirement. 1quipment deletions, where applicable, will be effective at the end of the month in which the requcst was received. The teens and conditions of this Statement of Work are an integral part of the Motorola service agreement or other applicable agreement to which it is attached and made a part thereof by this reference. If there are any inconsistencies between the provisions of the Motorola service a;rcement or other applicable agreement and this Statement of Work, the provisions of this Statement of Work shall prevail. i' 2.0 Motorola has the following responsibilities: 2. I Test and Rest%Mw the Equipment to Motorola 11tetory specitications, including Factory Mutual (FM), and Mine Hazard Safety Association (MHSA). 2.2 Reprogram Equipment to original operating parameters based on the Customer template, if retrievable, or from a Customer supplied backup diskette. If the Customer template or code plug is not usable, a generic template or code plug utilizing the latest Radio Service Software (RSS) or Customer Programming Software (CPS) version for that Equipment will be used. The Equipment will require additional programming by the Customer to Restore the original template. All Firmware is upgraded to the latest release for each individual product line. 2.3 Clean external housing of the Equipment. External components of unit will only be replaced when functionality, has beet* diminished. 2A Pay the outbound freight charges, Motorola will pay the inbound freight charges if the Customer uses the Motorola designated delivery service. 2.5 Provide the Motorola repair request and Inventory Adjustment Form (IAF) via Motorola On Line (MOL). 2.6 Process inventory, adjustment requests received by email or fax from Customer. If the request is received by email, Motorola will email an acknowledgement to the sendcr. 23 Perform covered services as requested by Customer on the Motorola repair request form. 2.8 If applicable, notify Customer of changes in Motorola designated inventory adjustment email address or fax number, 3.0 Customer has the following Responsibilities: 3.1 Supply Motorola complete and accurate serial numbers and model description. 3.2 Utilize the Motorola designated delivery service program to obtain Motorola payment for inbound shipping 3.3 Access the Motorola repair request form and Inventory Adjustment Form (IAF) through Motorola On Line (MOL). 3*4 Initiate service request via Motorola On Line (MOL) or complete a Motorola repair request form with contract number referenced, and submit with each unit of Equipment sent in for service, Mobile control heads or accessory items sent in must reference the serial number of the main unit. 3.5 If desired, supply Motorola with a 3.5" backup diskette with the Software template or programming in order to assist in returning the Equipment to original operating parameters. This step must be completed for Equipment that will not power up. If applicable, record the current flashcode for each radio. 3.6 If Motorola must utilize a generic template or code plug to Restore Equipment to operating condition, Customer is responsible for any programming required to Restore Equipment to desired parameters. 3.7 Provide a signed or emailed Motorola Inventory Adjustment Form (IAF) for all Equipment additions. 3.8 Local services or annual maintenance required for maintaining normal opetattion of the equipment, unless specified on the service agreement. Repair Service Advantage -Updated on 02-200T Reviewed August 2007 Inventory Management Service Statement of Work Definitions I.0 Dr;finitions These defined terms might not apply to every Statement of Work. Capitalized terms below and not otherwise defined within the Statement of Work, or in the Communications System Agreement or other applicable agreement (collec(ively, "Agreement") have the following meanings: l.1 13ox Unit Tcsr. Unit is. tested in a fixture that simulates the functions for which it was designed, engineered, or manufactured to insure that it meets manufacturer specifications. 1.2 Case: Electronic tracking document for requests for service through the System Support Center. 1.3 Case Status: Identifier of the status. of a Case from beginning to end. . IA Component(s): Motorola new or refurbished parts of equal quality. 1.5 Configuration Change Support: A change in a user -defined parameter, which may include a change in the placement of it dispatch console talkgroup window. Fleetmapping is not is in Configuration Change Support. 1.6 Connectivity: Establishment of remote access to the System via dial up or fixed dedicated links. 1.7 Continuously/Continuous: Seven (7) days per week, twenty-four (24) flours a day, including holidays. 1.8 Customer: The end -user Customer as identified in the Agreement. 1.9 Customer Support Plan: A document mutually developed by Motorola and the Customer that provides information about the Customer and the System and describes the specific processes by which Motorola will deliver and the Customer will receive the services described in this Statement of Work. 1.10 Elements: Those device types present on the Customer's System whose status may be communicated to the SSC. 1. l 1 Equipment: The equipment specified in the Equipment List as set forth in the Agreement, including any additions to the Equipment List during the Warranty Period. 1.12 Enhanced System Support (ESS) Period: The 12 month period commencing at the start of the Warranty. Period 1'or Equipment and Software as defined by, the Agreement. 1913 Event: An alarm or informational notification received by Motorola through the Network Management tools. I. l4 Feature: A Software functionality. 1.1 S Federal Technical Center: A Motorola facility located in Lanham, Maryland, the purpose of which is to serve as Motorola's centralized location for radio repair for United States Federal Government Customers. t.16 Firmware: Software in object code form that is implanted or embedded in hardware. 1.17 FRU: Field Replaceable Unit, typically a board or module, contained within the Infrastructure. 1 A 9 infrastructure: The fixed Equipment excluding mobiles, portables, and accessories. 1.19 infrastructure Depot Operations (IDO): A Motorola facility, which serves as Motorola's centralized location for infrastructure repair, 1.20 Loaner: Infrastructure that is owned by Motorola and serves as a temporary replacement while the Customer's Infrastructure is being repaired. 1.21 Maintenance: The process for determining the cause of Equipment failure, removing, repairing, or replacing Components necessary to conform the Equipment with the manufacturer's specifications along with system -specific specifications, delivering and reinstalling the Components„ and placing the Equipment back into operation, 1.22 MCNS: Mission Critical Network Services l .23 Motorola Software: Software whose copyright is owned by Motorola or its affiliated company 1.24 Non -Motorola Software: Software whose copyright is owned by a party other than Motorola or its affiliated company.. 1.25 Notification: The point in time when the Customer contacts Motorola and requests service. 1.2E Optional Feature: An additional Feature issued with a System Release that is available to Customer at additional cost. 1.27 Radio Support Center (RSQ: A Motorola facility which serves as Motorola's centralized location for radio repair. 1.28 Response: The event when a technician, a remote systems technologist or a remote network specialist begins actively to work on the technical issue, remotely or on -site, as determined by Motorola. I.29 Restore/Restoration/Restoral: The effort required to bring Equipment to the level for which it was. designed, engineered and adjusted for performance in accordance with the manufacturer's published specifications, although such Equipment may not necessarily be oral functioning. 1.30 Servicer: A Motorola Authorized Service Station or Motorola Field Service personnel. 131 Severity Level: The degree of adverse impact of an issue or Event. 132 Software: The software furnished with the System, including any Motorola Software and Non -Motorola Software. 1.33 Software License Agreement: The agreement or portion of an agreement pursuant to which Motorola licenses Software to Customer, including System Releases. 1.34 Special Product Feature: A Feature that is specially developed for Customer and which contains a functionality that is unique to Customer. 1.35 Standard Business Day: Monday through Friday., 8:30 a.m. to 4:10 p.m., local time, excluding Motorola holidays. 1.36 Standard Feature: A software functionality for components of Customer's System that is available to Customer in the standard software release 1.37 Start Date: Effective start date as listed on the Agreement. 1.38 System: The communications system as defined in the Communications System Agreement or other applicable Agreement. 139 System Acceptance: Unless, otherwise defined in the Communications System Agreement, the date upon which Motorola has successfully completed all of the System Tests as described in the acceptance test plan. 1.40 System Support Center (.SSC): A Motorola facility which serves as Motorola's centralized system support facility to compliment the field support resources 1.41 System Release: One software version release on a particular platform. ASTRO 25 6.3 example is where 6 is the platform indicator and .3 is software version release indicator. 1.42. System Test: Unit is. tested in a Motorola manufactured system of similar type from which the unit was designed to test all functionality of the unit to insure that it meets manufacturer specifications. 1 A3 Systemic: A recurring Software or hardware defect that significantly affects the operation of the System. 1.44 Technical Support. Operations. (TSO): A centralized telephone support help desk that provides technical support for Motorola customers who have purchased products from Motorola (Networks & Enterpriseor who have a contract for technical support services. 1 A5 Vendor: Any manufacturer (other than Motorola}or third party that services or repairs Infrastructure or subscriber equipment t.46 Verification: Contacting the appropriate designated person to verify the System is operational (original problem resolved) and closing the Case. 1.47 Work -around: A change in the followed procedures or data supplied by Vendor to avoid error without substantially impairing use of the Equipment. 1.48 Work Flow: A step-by-step process including instruction or direction for routing, handing, and processing inFormntion at a given agency. bclini[ions Approved by Motorola Conh•acts & Compliance 10-31.2006 M&C Review City Co oncil Agenda FO RT WO RT InI DATE: CODE: COUNCIL ACTION; Approved on 12115/20019 C TYPE: C-23992 LOG NAME: 04MDC MAINTENANCE NON -CONSENT PUBLIC NO HEARING: SUBJECT: Authorize the Execution of a Sole Source Service Agreement for the Maintenance of Public Safety Mobile Data Computers with Motorola Communications for an Amount Not to Exceed $295,237.00 RECOMMENDATION: It is recommended that the City Council authorize execution of a Sole Source Service Agreement with Motorola Communications for the maintenance of public safety mobile data computers for an amount not to exceed $295,237.00. DISCUSSION: The City's Police, Fire and City Marshal Departments utilize mobile data computers (MDC) in their vehicles. These computers are used by officers and firefighters to access information such as dispatch details, criminal information databases, GPS mapping and other information critical to the performance of their duties. To ensure proper operation of the City's mobile computers, the City has contracted with the MDC manufacturer, Motorola Communications, (Motorola) for maintenance services. Motorola is the documented sole source provider for service of these MDCs. The City has negotiated maintenance rates directly with Motorola in order to achieve a higher discount than those available under approved purchasing cooperatives. M/WBE — An M/WBE goal is not assigned when making a purchase agreement with a provider identified as the sole source for the required service. AGREEMENT TERMS -Upon City Council approval, this Agreement will be effective October 1, 2009, and expire on September 30, 2010. RENEWAL OPTIONS —This Agreement may be renewed for up to three additional one year terms at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligation during the renewal term. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies funds'are available in the current operating budget, as appropriated, of the General Fund. TO Fund/Account/Centers FROM Fund/Account/Centers GG01 539120 0361000 GG01 539120 0352440 38 968.32 256 267.80 http://apps.cfwnet.org/council packet/mc_review.asp?ID=12642&councildate=l2/15/2009 (1 of 2) [12/15/2009 4:54:27 PM] M&C Review Submitted for City Manager °s Office by: Originating Department Head: Additional Information Contact: ATTACHMENTS Karen Montgomery (6222) Peter Anderson (8781) Steve StIt; iffert (2221) http://apps.cfwnet.org/council packet/mc_review.asp?ID=12642&councildate=l2/15/2009 (2 of 2) [12/15/2009 4:54:27 PM]