HomeMy WebLinkAboutContract 29459 CITY SECRETARYC
CONTRACT NO.
Service Terms and Conditions
Motorola, Inc., through its Commercial, Government, and Industrial Solutions Sector ("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 agrees to provide to Customer
either (1) maintenance, support and/or other services under a Motorola Service Agreement, or (2) installation
services under a Motorola Installation Agreement.
Section 2 DEFINITIONS AND INTERPRETATION
"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 will
take precedence over any cover page, and the cover page will take precedence over any attachments, unless the
cover page or attachment specifically states otherwise. "Equipment" means the communication equipment that is
specified in the attachments or is subsequently added to this Agreement. "Services" means those installation,
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 will become binding only when accepted in writing by Motorola. The term of this Agreement will
begin 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 attachment. At Customer's request, Motorola may also provide additional services at Motorola's then-
applicable rates for such 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 such 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 such Equipment will
terminate at the end of the month in which Motorola receives such written notice.
4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous
environments. .J
4.6. If Equipment cannot be properly or economically serviced for any reason including excessive wear, �Q
unavailability of parts, the state of technology, or practical infeasibility, Motorola may, in consultation with G.
Customer, modify the scope of Services related to such Equipment; remove such Equipment from the Agreement; �"'�
or increase the price to Service such Equipment. E5
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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 such 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, Customer will not hire,
engage on contract, solicit the employment of, or recommend employment to any third party of any employee of
Motorola or its subcontractors without the prior written authorization of Motorola. 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 shall be modified as necessary to
conform to such law.
Section 16 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 such property, and return
it to Motorola upon request. Such 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 governed and 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 such as strikes,
material shortages, or acts of God that are beyond that party's reasonable control.
17.5. Motorola may assign its rights and obligations upon written consent of Customer, which will not be
unreasonably refused, and may subcontract any portion of its performance, under this Agreement.
17.6. 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. ---�
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17.7. 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 such services on a time and materials basis at Motorola's then effective hourly rates.
The parties hereby enter into this Agreement as of the Start Date.
Motorola, Inc. Customer
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By: By: LOC;G0 2!
Name: Name:
Title: A Title: A,ss-r t A4 NN2 C
Date: i�=��� 7 Date: + ,6A
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REVIEWED AND APPROVED Yfll ' — 3tS TO F 01(A K.-) L .�;ALXV t
AE TC FORM
BOB SELF DATE
L. C t. At torney
MOTOROLA
CONTRACTS AND COMPLIANCE DEPT.
A17ESTED BY
contract Authorization
Date
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Service Terms and Conditions Final Rev.8/21/02(CSA formatted)
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OMO7'0l40LA ver.4.6 Build 1004 SERVICE AGREEMENT
Attn:National Service Support Agreement Order#: 0621061444006
1307 East Algonquin Road
Schaumburg,IL 60196 Supersedes Agreement#(s)
(800)247-2346 Date: 9/3/2003
Required P.O.: No
Company Name: City of Fort Worth Customer#: 1012858843
Attn: Peter Ungar Bill to Tag# : Ft.Worth,TX 76102
Billing Address: 1000 Throckmorton Street Contract Start Date: 05/01/2003
City,State,Zip: Ft.Worth,TX,76102 Contract End Date: 04/30/2004
Customer Contact: Peter Ungar Anniversary Date:
Phone: (817)392-7889 Payment Cycle: Quarterly
Fax: (817)392-8489 Tax Exempt: Yes
PO#:
Oty Model/Option Description _ Monthly Ext Extended
SVC01SVC1220 Radio Repair Service $ 5,361.66 $ 64,340.00
550 SVC482AA ENH:MW520 CPU W/OR W/OUT RADIO
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SUBTOTAL-RECURRING SERVICES $ 5,361.66 $ 64,340.00
SPECIAL INSTRUCTIONS-ATTACH STATEMENT OF WORK FOR PERFORMANCE SUBTOTAL-ONE-TIME EVENT SERVICES $ -
DESCRIPTIONS TOTAL $ 5,361.66 $ 64,340.00
TAXES $0.00 $0.00
GRAND TOTAL $ 5,361.66 $ 64,340.00
THIS SERVICE AMOUNT IS SUBJECT TO STATE&LOCAL TAXING
JURISDICTIONS,TO BE VERIFIED BY MOTOROLA
SUBCONTRACTORS) ICITY STATE
Motorola-Rockford-BRANDED Rockford IL
SUBSCRIBERS CL723
I received Statements of Work that describe the services provided on this Agreement.
Motorola's Service Terms&Condition opy of which is attached to this Service
Agreement,is incorpo t e is re rence
AUT ORIZED CUSTOMER SIGNATURE TITLE DAT
te. , A t o.✓4,L.4-
CUSTOMER(PRINT NAME)
_ Customer Support Manager 4
MOTOROLA REPRESENTATIVE(SIGNATURE) TITLE DATE
Jim Slusser (817)788-2640 (817)605-0971 mom
MOTOROLA REPRESENTATIVE(PRINT NAME) PHONE FAX
/ ki"119W60 AND APPROVED
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90B SELF DATE �
MOTOROLA
CONTRACTS AND COMPLIANCE DEPT.
SPC v4.6 Build 1004 Re{ease Date:06/02/03
City of Fort Worth, Texas
"Cagor And Council commu"icatio"
DATE_ REFERENCE NUMBER LOG NAME PAGE
3/25/03 C-19526 1 35MAINT 1 of 2
SUBJECT AUTHORIZE THE EXECUTION OF A MAINTENANCE AGREEMENT FOR MOBILE
DATA COMPUTERS WITH MOTOROLA COMMUNICATIONS
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a maintenance contract
with Motorola Communications (Motorola) for 550 mobile data computers.
DISCUSSION:
On November 29, 2002 (M&C P-9703), the City Council authorized the buy-out of 520 mobile data
computers (MDC's) at a total cost of $445,000. The City was previously provided 30 spare units at no
cost in order to contend with a higher than anticipated failure rate in the early months of the original
lease agreement. At the time of the buy-out, staff indicated that the extended warranty on the MDC's
would expire in May 2003, and a new maintenance contract would be negotiated. Motorola has
extended an offer of a flat rate depot maintenance for each module of the MDC.
Staff recommends that the City enter into an annual agreement covering the 550 CPU modules at an
annual cost of $64,340. For the remainder of the current fiscal year, this cost will be $21,467, split
appropriately between the Police Department and Municipal Court. Staff also recommends that the City
decline annual agreements on keyboard and display repairs and opt for as-needed repairs. Based on a
12-month repair history, the annual expense on an as-needed basis is expected to be approximately
$4,935, unless we begin to experience a higher failure rate. This compares to the annual contract
offered by Motorola at $81,840.
In order to make the buy-out of the MDC's acceptable to the City, three other purchases have been
necessary:
• Funds were used to purchase mounting brackets for the MDC keyboards that adjusted their
angle to improve the backlight visibility at a total cost of $9,540. This addressed one of the
recurring complaints among officers about the existing equipment; and
• Funds of $2,568 will be used to pay for programming costs on the Tiburon software. With the
upgrade to CAD 7.0, some changes were necessary in order to adequately identify all officers
and their locations. Motorola will present a change order to the City for this item, which will be
presented to the City Council separately; and
• Funds of $6,420 will be spent for programming the Police Emergency Key on the mobile data
computers. This key generates a message throughout the fleet when an officer hits the
emergency button, enhancing officer safety. Motorola will present a change order to the City for
this item, which will be presented to the City Council separately.
City of Fort Worth, Texas
"Agar And Council COMI"U"ientio"
DATE REFERENCE NUMBER LOG NAME PAGE
3/25/03 C-19526 1 35MAINT 2 of 2
SUBJECT AUTHORIZE THE EXECUTION OF A MAINTENANCE AGREEMENT FOR MOBILE
DATA COMPUTERS WITH MOTOROLA COMMUNICATIONS
The Police Department has $1.4 million budgeted for MDC leases in the FY2003 Crime Control and
Prevention District (CCPD) budget. Following the scheduled lease payments and the buy-out of the
MDC's, $594,640 in savings resulted. Municipal Court also has $52,000 budgeted in their General
Fund allocation, with savings of approximately $22,000 after their scheduled lease payments and the
buy-out of the 20 MDCs assigned to Municipal Court. These savings are available to cover the cost of
the maintenance agreement, additional programming and the mounting brackets. Following the
expenses outlined above, the FY2002-2003 Mobile Data Computers Program in the CCPD budget will
have savings of approximately $564,185.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current operating budgets, as appropriated,
of the Crime Control and Prevention District Fund and the General Fund.
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Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY
Office by: (to)
Libby Watson 6183
Originating Department Head:
Ralph Mendoza 48386 (from) APPROVED 3/25/03
GR79 539120 0359807 $19,843.00
Additional Information Contact: GG01 539120 0381000 $ 1,624.00
Susan Alanis 48262
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
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, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the
price of the previous twelve (12) months of Service provided under this Agreement. ALTHOUGH THE PARTIES
ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT TO THE FULL
EXTENT SUCH DAMAGES MAY BE DISCLAIMED BY LAW, 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. Except for money due upon an open account, no
action may be brought for a breach of this Agreement more than one (1) year after the accrual of such cause of
action. This limitation of liability will survive the expiration or termination of this Agreement.
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 inadvertent omission of the reference to this Agreement shall not affect its applicability.
In no event shall either party be bound by any terms contained in a Customer purchase order, acknowledgement,
or other writings unless: (i) such purchase order, acknowledgement, or other writings specifically refer to this
Agreement; (ii) clearly indicate the intention of both parties to override and modify this Agreement; and (iii) such
purchase order, acknowledgement, or other writings are 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 such information or data to any person, or use such
information or data itself for any purpose other than performing its obligations under this Agreement. The •.J
obligations set forth in this Section will survive the expiration or termination of this Agreement. Q
13.2. Unless otherwise agreed in writing, no commercial, financial 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 CD
pricing data.
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