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HomeMy WebLinkAboutItem #03 Approval of Motorola Radio Service Agreement center of Gooct L, ~. AGENDA ITEM COVER SHEET Meeting Date: January 15, 2008 Item # :3 Contact Name: Contact Number: J. Decaul X3021 Reviewed By: Department Director: City Manager: Subject: Motorola Radio Service Agreement FY 2007/2008 Background Summary: The City of Ocoee maintains a radio service maintenance agreement with Motorola, Inc. to service its 800 MHz radio system. The most recent agreement expired as of September 30, 2007. Attached is the proposed agreement that takes effect October 1, 2007 through September 30, 2008. Issue: Should the Honorable Mayor and Board of City Commissioners authorize the Mayor and City Clerk to execute the Service Agreement between Motorola Incorporated and the City ofOcoee, Florida in the amount of$28,352.04? Recommendations It is respectfully recommended that the Honorable Mayor and Board of City Commissioners authorize the Mayor and City Clerk to execute the Service Agreement between Motorola Incorporated and the City of Ocoee, Florida in the amount of$28,352.04. Attachments: Agreement is hyperlinked in the Staff Report Financial Impact: $70,785.00 is budgeted in the FY 2007-2008 budget for Equipment Maintenance Contracts (001-521-4606). Type of Item: (please marl< with an "x') _ Public Hearing _ Ordinance First Reading Ordinance Second Reading Resolution ~ Commission Approval Discussion & Direction For Clerk's Deaf Use: _ Consent Agenda _ Public Hearing _ Regular Agenda X Original Document/Contract Attached for Execution by City Clerk == Original Document/Contract Held by Department for Execution Reviewed by City Attorney Reviewed by Finance Dept. Reviewed by ( ) =::m:almer Dec 19, 2007 , 1Il fjLfk1.-Dt1JJt--< ~GiiJ N/A N/A N/A City Manae-er Robert Frank Commissioners Garv Hood, District 1 Scott Anderson, District 2 Rustv Johnson. District 3 Joel Keller, District 4 Mavor S. Scott Vandere-rift STAFF REPORT TO: The Honorable Mayor and City Commissioners FROM: Ron Reffett, Chief of Police DATE: January 15,2008 RE: Motorola Radio Service Agreement FY 2007/2008 ISSUE Should the Honorable Mayor and Board of City Commissioners authorize the Mayor and City Clerk to execute the Services Agreement between Motorola Incorporated and the City of Ocoee, Florida in the amount of $28,352.04? BACKGROUND/DISCUSSION In November 1995, the Honorable Mayor and Board of City Commissioners authorized the purchase of the Motorola 800 MHz Radio system currently being utilized by the City in conjunction with Orange County's radio system from Motorola, Inc. Also purchased with the radio system was a service maintenance agreement. The most recent agreement expired as of September 30, 2007. Attached is the proposed agreement that takes effect October 1, 2007 through September 30, 2008. Included in the agreement is all covered radio equipment currently owned by the City ofOcoee with the exception of the radio equipment purchased by the City for the Fire Department. The cost of the service agreement for the next 12 months is $28,352.04 (payable in monthly payments). Last year's agreement was $27,683.07. $70,785.00 was budgeted in the FY 2007-2008 budget for Equipment Maintenance Contracts. Foley and Lardner has reviewed and approved the proposed service agreement. 1 . MOTOROLA ORIGINAL SERVICE AGREEMENT Attn: National Service Support 1307 East Algonquin Road Schaumburg, IL 60196 (800) 247-2346 Contract Number: 800001003648 Contract Modifier: RN02-JUL-07 22:26:44 8upercedes Agreement(s): Date: 08/01/2007 Company Name: Ocoee Police Dept, City Of Attn: Billing Address: 150 N Lakeshore Dr City, State, Zip: Ocoee, FL 34761 Customer Contact: Jazz Decaul Phone: 407-905-3160 Fax: Required P.O.: No Customer #: 1000290619 Bill to Tag #: 0002 Contract Start Date: 10/01/2007 Contract End Date: 09/30/2008 Anniversary Day: Sep 30th Payment Cycle: MONTHLY Tax Exempt: Exempt From All Taxes PO#: VC01SVC1220C SVC01SVC1420C SVC01SVC1422C VC01SVC1423C SVC01 SVC1424C Descri tion ***** Recurring Services ***** RADIO REPAIR SERVICE SP - LOCAL INFRASTRUCTURE REPAIR LOCAL RADIO COMBO PACKAGE LOCAL RADIO SUPPORT SERVICE ONSITE INFRASTRUCTURE RESPONSE WITH LOCAL DISPATCH SERVICE Month I Ext Extended $ 552.3 $ 502.9 $ 339.9 $ 580.2 $ 387.1 $ 6,628.6 $ 6,035.4 $ 4,079.5 $ 6,963.2 $ 4,645.2 - ATTACH STATEMENT OF WORK FOR PERFORMANCE DESCRIPTIONS I received Statements of Work that descrtbe the services provlded on this Ag....ment. Motorola's Service Tenns end Conditions, a copy of which Is attached to this Service Agreement, Is Incorporated herein by this reference. f AUTHORIZED CUSTOMER SIGNATURE Subcontractor(s) City State RADIO SUPPORT CENTER ELGIN IL WIRELESS TECHNOLOGY ORLANDO FL EQUIPMENT COMPANY INC WIRELESS TECHNOLOGY ORLANDO FL EQUIPMENT COMPANY INC WIRELESS TECHNOLOGY ORLANDO FL EQUIPMENT COMPANY INC WIRELESS TECHNOLOGY ORLANDO FL EQUIPMENT COMPANY INC TITLE DATE Luis Alba C. :So TITLE MOTOROLA REPRESENTATIVE (PRINT NAME) PHONE FAX CITY OF OCOEE SIGNATURE PAGE ATTEST: Beth Eikenbeny, City Clerk (SEAL) APPROVED: CITY OF OCOEE, FLORIDA S. Scott Vandergrift, Mayor DATE: FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA APPROVED AS TO FORM AND LEGALITY ON this _ day of , 2008. APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ,2008, FOLEY & LARDNER LLP By: City Attorney UNDER AGENDA ITEM 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 (I) 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; 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. ORLA_390734.1 4.6 rfEquipment cannot, in Motorola's opinion, be properly or economically serviced for any reason including excessive wear, unavailability of parts, the state of technology, or practical infeasibility, Motorola may modify the scope of Services related to such Equipment; remove such Equipment from the Agreement; or increase the price to Service such Equipment. 4.7 Customer must promptly notify Motorola directly 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; 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, magnetic tapes, etc.; 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 such 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 such 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 specifically 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 undisputed invoice in U.S. dollars within twenty (20) days of the invoice date. Customer agrees to reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or 2 ORLA_390734.1 assessments levied as a result of Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola) by any governmental entity. 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 following completion of those Services. 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 MERCHANTABll..JTY 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 defaulting party a written and detailed notice of the default. The defaulting 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 undisputed 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, each party'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 MA Y BE DISCLAIMED BY LAW, NEITHER PARTY 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 (I) 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. 3 ORLA_390734.1 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 to the extent permitted by law, 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 obligations set forth in this Section will survive the expiration or termination of this Agreement. 13.2 Unless otherwise agreed in writing, no business 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 its confidential and proprietary information, including cost and pricing data, to Customer. 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 EMWLOY 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. This provision shall not apply to Customer's announcement of lob openings and its employment engagernents resulting therefrom. 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 4 ORLA_390734.1 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 upon reasonable advance notice to Customer. 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 customer is located. 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, and may subcontract any portion of its performance, under this Agreement with Customer's concurrence. 17.6 THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1) YEAR TERM, ON EVERY ANNNERSARY OF THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A CONTRACT END DATE OR ONE PARTY NOTIFIES THE OTHER IN WRlTING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS THAN THIRTY (30) DAYS OF THAT ANNNERSARY DATE. At the anniversary date, Motorola may adjust the price of the Services to reflect its current rates. 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. 5 ORLA_390734.1 ,., MOTOROLA Statement of Work Definitions 1.0 Definitions 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 Svstem Agreement or other applicable agreement (collectively, "Agreement") have the following meanings: - 1.1 Box Unit Test: Unit is tested in a fiXNre 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. 1.4 Component(s): Motorola new or refurbished partS of equal quality. 1.5 Configuration Change Sup pan: A change in a user-defined parameter, which may include a change in the placement of a dispatch console talkgroup window. Fleetmapping is not included 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) hours a day, including holidays. 1.8 Core Release: A new version of Software that adds Standard Features and major enhancements. These new versions are signified by changes to the first digit of the version identifier number (e.g. SmartZone 2.0.3 to SmartZone 3.0). 1.9 Customer: The end-user Customer as identified in the Agreement. 1.10 Customer Support Plan: A document mutually developed by Motorola and the Customer that provides infonnation 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. 1.11 Elements: Those device types present on the Customer's System whose status may be communicated to the SSC. 1.12 Enhancement Release: A superseding issue of Software, which adds to, improves, or enhances the perfonnance of Standard Features contained in the then currently shipping Software version. These releases are signified by changes to the second digit of the version identifier number (e.g. SmartZone 3.1 to SmartZone 3.2). ] .13 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. 1.14 Enhanced System Support (ESS) Period: The 12 month period commencing at the start of the Warranty Period for Equipment and Software as defmed by the Agreement. 1.15 Event: An alann or infonnational notification received by Motorola through the Network Management tools. 1.16 Feature: A Software functionality \.17 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. 1.18 Firmware: Software in object code fonn that is implanted or embedded in hardware. 1.19 FRU: Field Replaceable Unit, typically a board or module, contained within the Infrastructure. 1.20 InfrastrUcture: The fixed Equipment excluding mobiles, portables, and accessories. 1.21 Infrastructure Depot Operations (100): A Motorola facility located in Elgin, Illinois, the purpose of which is to serve as Motorola's centralized location for infrastructure repair. Page 1 00 \ Defillitions Approved by Mororola Contracts & Compliance - 04/30/04 f>> MOTOROLA 1.22 lSD: The Integrated Solutions Division of Motorola's Commercial, Government, and Industrial Solutions Sector, including Motorola's affiliated company, Printrak International, Incorporated ("Printrak "). 1.23 Loaner: Infrastructure that is owned by Motorola and serves as a temporary replacement while the Customer's Infrastructure is being repaired. 1.24 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. 1.25 Motorola Software: Software whose cop)'right is owned by Motorola or its affiliated company. 1.26 Non-Motorola Software: Software whose copyright is owned by a party other than Motorola or its affiliated company. 1.27 Notification: The point in time when the Customer contacts Motorola and requests service. 1.28 Optional Feature: An additional Feature issIJed with a Core Release that is available to Customer at additional cost. 1.29 Radio Support Center (RSC): A Motorola facility located in Elgin, Illinois, the purpose of which is to serve as Motorola's centralized location for radio repair. 1.30 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. 1.31 RestorelRestorationlRestoral: The effort required to bring Equipment to the level for which it was designed, engineered and adjusted for perfonnance in accordance with the manufacturer's published specifications, although sllch Equipment may not necessarily be malfunctioning. 1.32 Servicer: A Motorola Authorized Service Station or Motorola Field Service personnel. 1.33 Severity Level: The degree of adverse impact of an issue or Event. 1.34 Software: The software furnished with the System, including any Motorola Software and Non- Motorola Software. 1.35 Software License Agreement: The agreement or ponion of an agreement pursuant to which Motorola licenses Software to Customer, including Core Releases and Enhancement Releases. 1.36 Special Product Feature: A Feature that is specially developed for Customer and which contains a functionality that is unique to Customer. 1.37 Standard Business Day: Monday through Friday, 8:30 a.m. to 4:30 p.m., local time, excluding Motorola holidays. 1.38 Standard Feature: A software functionality for components of Customer's System that is available to Customer in the standard software release. 1.39 Start Date: Effective start date as listed on the Agreement. 1.40 System: The communications system as dermed in the Communications System Agreement or other applicable Agreement. 1.41 System Acceptance: Unless otherwise defined in the Communications S}'stem Agreement, the date upon which Motorola has successfully completed all of the System Tests as described in the acceptance test plan. 1.42 System Support Center (SSC): A Motorola facility located in Schaumburg, lIIinois, the purpose of which is to serve as Motorola's centralized system support facility to compliment the field support resources. 1.43 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. 1.44 Systemic: A recurring Software or hardware defect that significantly affects the operation of the System. 1.45 Technical Support Operations (TSO); A centralized telephone support help desk that provides technical support for Motorola customers who have purchased products from Motorola (Commercial Government and Industrial Solutions Sector) or who have a contract for technical support services. ( Defmitions Approved by Motorola Contracts & Compliance - 04/30104 Page 2 of3 '" MOTOROLA 1.46 V end or: Any manufacturer or third party that services or repairs Infrastructure or subscriber equipment. 1.47 Verification: Contacting the appropriate designated person to verify the System is operational (original problem resolved) and closing the Case. 1.48 Work-around: A change in the followed procedures or data supplied by Vendor to avoid error without substantially impairing use of the Equipment. 1.49 Work Flow: A step-by-step process including instruction or direction for routing, handling, and processing information at a given agency. Definitions Approved by Motorola Contracts & Compliance - 04/30/04 Page 3 of3 \, " MOTOROLA Statement of Work Radio Repair 1.0 Description Radio Repair provides component level service for the Equipment {hat is specifically named in the applicable agreement to which this Statement of Work (SOW) is attached or any oflhe 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, Radio Repair 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. Additional mobile control heads are covered only with purchase of tile applicable service option. Radio Repair excludes repairs to: optional accessories; non-standard mobile microphones; iDEN accessories; iDEN 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. Optional accessories are serviced individually and are not part of the Radio Repair. Engraving service is not covered under standard Radio Repair. New Equipment purchases will only be added upon Customer request. The terms and conditions ofthis Statement of Work are an integral part oftbe Motorola service agreement or other applicable agreement to which it is attached and made a part thereof by this reference. Ifthere are any inconsistencies between the provisions of the Motorola service agreement or other applicable agreement and this Statement of Work, the provisions of this Statement of Work shall prevail. 2.0 Motorola has the following responsibilities: 2.1 Test and Restore the Equipment to Y1otorola factory specifications, 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. lfthe Customer template 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 requirc additional programming by the Customer to restore the original template. All Firmware is upgraded to thc latest release for each individual product line. 2.3 Clean external housing ofthe Equipment. External components of unit will only be replaced when functionality has been diminished. 2.4 Pay the outbound freight charges for next day shipping. Motorola will pay the inbound freight charges if tbe Customer uses the Motorola designated delivery service. 2.5 Provide Customer with the Motorola repair request form and Inventory Adjustment Form (lAF). 2.6 Perform covered services as requested by Customer on the Motorola repair request fonn. 2.? Process inventory adjustment requests received by email or fax from Customer. If the request is received by emaiI, Motorola will em ail an acknowledgement to the sender. 2.8 If appHcable, notify Customer of changes in Motorola designated inventory adjustment email address or fax number. 3.0 Customer has the following Responsibilities: 3. I 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. I \ Radio Repair Approved by Contracts & Compliance 4-30-04 Page I of2 fa MOTOROLA 3.3 Access the Motorola repair request fonn and Inventory Adjustment Fonn (IAF) through Motorola On Line. 3.4 Initiate service request via Motorola On Line or complete a Motorola repair request fonn with eontract number referenced, and submit it 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 flash code 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 em ailed Motorola Inventory Adjustment Fonn (lAF) for all Equipment additions. Page 2 of2 Radio Repair Approved by Contracts & Compliance 4-30-04 I>> MOTOROLA Statement of Work Radio Repair Control Head Option for Mobiles 1.0 Description of Service The Control Head Option for Mobiles ("Option") provides for the Restoration of additional mobile control heads, extended control heads, and Direct Entry Keypad (DEK) Plus. This Option covers Equipment that is specifically named in the applicable Agreement to which this Statement of Work is anached. 2.0 Motorola has the following responsibilities 2.1 Restore additional mobile control heads, extended control heads, and Direct Entry Keypad (DEK) Plus to Motorola factory specifications. 3.0 Customer has the following responsibilities: 3.1 No additional responsibilities. Radio Repair Control Head Option for Mobiles Approved by Contracts & Compliance 4-30-04 Page I of I fa MOTOROLA Statement of Work OnSite Infrastructure Response With Local Dispatch 1.0 Description of Service OnSite Infrastructure Response provides for on-site technician Response by a Servicer. A Servicer will respond to the Customer location based on pre-defined Severity Levels set forth in the Severity Definitions Table and Response times set forth in the Response Time Table in order to Restore the System. The terms and conditions of this Statement of Work (SOW) are an integral part of Motorola's Service Terms and Conditions or other applicable Agreement to which it is attached and made a part thereofby this reference. 2.0 Motorola Servicer has the following responsibilities: 2.1 Continuously receive service requests. 2.2 Assign and dispatch technical resources and provide estimated time of arrival (ETA) to Customer. 2.3 Servicer will perform the following on-site: 2.3.1 Run diagnostics on the Infrastructure or FRU. 2.3.2 Replace defective Infrastructure or FRU, as applicable. Customer, Servicer or Motorola may provide Infrastructure or FRU. 2.3.3 Provide materials, tools, documentation, physical planning manuals, diagnostic/test equipment and any other requirements necessary to perform the Maintenance service. 2.3.4 If a third party Vendor is needed to Restore the System, the Servicer may accompany that Vendor onto the Customer's premises. 2.4 Verify with Customer that Restoration is complete or System is functional. If Customer cannot be contacted within twenty (20) minutes of Restoration, the Servicer wi1l1eave the Customer site. 2.5 Provide the service ticket document to Customer, when requested. Service ticket document should include the foJlowing: 2.5.1 Resolution action. 2.5.2 Provide defective FRU or part number (model #) used. 3.0 Customer has the following responsibilities: 3.1 Contact Servicer, as necessary, to request service Continuously. 3.2 Allow Servicers access to Equipment. 3.3 Supply Infrastructure or FRU as needed in order for Motorola to Restore the System as set forth in paragraph 2.3.2. 3.4 Maintain and store in an easily accessible location any and all Software needed to Restore the System. 3.5 Maintain and store in an easily accessible location proper System backups. 3.6 For E911 systems, test the secondary/backup PSAP connection to be prepared in the event ofa catastrophic failure of a system. Train appropriate personnel on the procedures to perfonn the function of switching to the backup PSAP. 3.7 Contact the Servicer upon expiration of Response time goal. 3.8 Upon being contacted by the Servicer requesting Verification ofa Restoration as described above in Section 2.4, respond to that request within twenty (20) minutes. 3.9 Cooperate with Motorola and perfonn all acts that are reasonable or necessary to enable Motorola to provide this service to Customer. OnSi11l Jnfrastructure Response With Local Dispatch Approved by Motorola ConJracts & Compliance J2-29-0J Page J ofl o MOTOROLA Severity Definitions Table Severity Level Problem T)'pes Severity I . Response is provided Continuously . Major System failure . 33% of System down . 33% of Site channels down . Site Environment alarms (smoke, access, temp, AC power. . This level is meant to represent a major issue that results in an unusable system, sub-system, Product, or critical features from the Customer's perspective. No Work-around or immediate solution is available. Severity 2 . Response during Standard Business Day . Significant System Impairment not to exceed 33% of system down . System problems presently being monitored . This level is meant to represent a moderate issue that limits a Customer's normal use of the system, sub-system, product, or major non-critical features from a Customer's perspective Severity 3 . Response during Standard Business Day . Intennittent system issues . Infonnation questions . Upgrades/preventative maintenance . This level is meant to represent a minor issue that does not preclude use of the system, sub-system, product, or critical features from a Customer's perspective. It may also represent a cosmetic issue, including documentation errors, general usage questions, recommendations for product enhancements or modifications, and scheduled events such as preventative maintenance or product/system upgrades. Response Time Table (Customer's Response Time Classification is designated in the Service Agreement) Severity Regular Premier Limited Level Response Time Response Time Response Time Severity 1 Within 4 hours from receipt Within 2 hours from receipt Within 4 hours from of Notification of Notification receipt of Notification Continuously Continuously Standard Business Day Severity 2 Within 4 hours from receipt Within 4 hours from receipt Within 4 hours from of Notification of Notification receipt of Notification Standard Business Day Standard Business Day Standard Business Day Severity 3 Within 24 hours from Within 24 hours from Within 24 hours from receipt of Notification receipt of Notification receipt of Notification Standard Business Day Standard Business Day Standard Business Day OnSite Infrastructure Response With Local Dispatch Approved by Motorola Contracts & Compliance J 2.29.03 Pagel 0[2 . MOTOROLA Statement of Work Infrastructure Repair with Advanced Replacement 1.0 Description of Services Infrastructure Repair is a repair service for Motorola and select third party Infrastnlcture as set forth in the applicable attached Exhibit(s), all of which are hereby incorporated into this Statement of Work (SOW) by this reference. Customer's System type determines which exhibit is applicable (i.e. SmartZone system exhibit, SmartNet system exhibit). Infrastructure may be repaired down to the Component level, as applicable, at the Motorola Infrastructure Depot Operations (IDO). At Motorola's discretion, select third party Infrastructure may be sent to the original equipment manufacturer or third party vendor for repair. If Infrastructure is no longer supported by the original equipment manufacturer or third paTty vendor, Motorola may replace Infrastructure with similar Infrastructure, when possible. \Vhen available, Motorola will provide Customer with an Advanced Replacement unites) or FRU(s) in exchange for Customer's malfunctioning FRU(s). Non-standard config\lrations, Customer-modified Infrastructure and certain third party Infrastructure are excluded from Advanced Replacement service. Malfunctioning FRU (s) will be evaluated and repaired by 100 and returned to IDO FRU inventory upon completion of repair. In cases where Advanced Replacement is not available or when a Customer requires the exact serial number to be returned, a FRU may be available on a Loaner basis. The terms and conditions of this SOW are an integral part of Motorola's Service Tenns and Conditions or other applicable agreement to which it is attached and made a part thereofb7 this reference. 2.0 Motorola has the following responsibilities: 2.1. Use commercially reasonable effortS to maintain an inventory of FRU. 2.2. Provide new or reconditioned units as FRU to Customer or Servicer, upon request and subject to availability. The FRU will be of similar kit and version, and will contain like boards and chips, as the Customer's malfunctioning Infrastructure. 2.3. Program FRU to original operating parameters based on templates provided by Customer as required in Section 3.5. If Customer template is not provided or is not reasonably usable, a standard default template will be used. 2.4. Properly package and ship Advanced Replacement FRU from IDO's FRU inventory to Customer specified address. . 2.4.1. During nonnal operating hours of Monday through Friday 7:00am to 7:00pm CST, excluding holidays, FRU will be sent next day air via Federal Express Priority Overnight or UPS Red, unless otherwise requested. Motorola will pay for such shipping, unless Customer requests shipments outside of the above mentioned standard business hours and/or carrier programs, such as NFO (next flight out). In such cases, Customer will be subject to shipping and handling charges. 2.4.2. When sending the Advanced Replacement FRU to Customer, provide a return air bill in order for Customer to return the Customer's malfunctioning FRU. The Customer's malfunctioning FRU will become property oflOO and the Customer will own the Advanced Replacement FRU. 2.4.3. When sending a Loaner FRU to Customer, 100 will not provide a return air bill for the malfunctioning InfrasOilcture. The Customer is responsible to arrange and pay for shipping the malfunctioning InfrastrUcture to IDO. IDO will repair and return the Customer's Infrastructure and will provide a return air bill for the customer to return IDO's Loaner FRU. 2.5. Provide repair return authorization number upon Customer request for Infrastructure that is not classified as an Advanced Replacement or Loaner FRU. 2.6. Receive malfunctioning Infrastructure from Customer and document its arrival, repair and return. 2.7. Perform the following service on Motorola Infrastructure: 2.7.1. Perform an operational check on the Infrastructure to determine the nature of the problem. 2.7.2. Replace malfunctioning FRU or Components. 2.7.3. Verify that Motorola Infrastructure is returned to Motorola manufactured specifications. as applicable 2.7.4. Perform a Box Unit Test on all serviced Infrastructure. lnfrastructure Repair with Advanced Replacemenr Approved by Motorola Contracl and Compliance 1- I 5-04 page 1 of 3 ( . MOTOROLA 2.7.5. Perform a System Test on select Infrastructure. 2.8. Provide the following service on select third party Infrastructure: 2.8.1. Perform pre-diagnostic and repair services to confirm Infrastructure malfunction and eliminate sending lnfrastrucrure with no trouble found (NTF) to third party vendor for repair, when applicable. 2.8.2. Ship malfunctioning Infrastructure to the original equipment manufacturer or third party vendor for repair service, when applicable. 2.8.3. Track Infrastructure sent to the original equipment manufacturer or third party vendor for service. 2.8.4. Perfonn a post-test after repair by Motorola, original equipment manufacrurer, or third party vendor to confirm malfunctioning Infrastructure has been repaired and functions properly in a Motorola System configuration, when applicable. 2.9. Re-program repaired Infrastrucrure to original operating parameters based on templates provided by Customer as required by Section 3.5. If Customer template is not provided or is not reasonably usable, a standard default template will be used. IfIDO detennines that the malfunctioning InfrastrUcture is due to a Software defect, IDO reserves the right to reload Infrastructure with a similar Software version. Enhancement Release(s), if needed. are subject to additional charges to be paid by Customer unless the Customer has a Motorola Software Subscription agreement. 2.10. Properly package repaired Infrastructure unless Customer's malfunctioning FRU was exchanged with an IDO FRU. Motorola will return Customer's FRU(s) to 1D0's FRU inventory, upon completion of repair. 2. 11. Ship repaired Infrastructure to the Customer specified address during nonnal operating hours set forth in 2.4.1. FRU will be sent two-day air unless otherwise requested. Motorola will pay for such shipping, unless Customer requests shipments outside of the above mentioned standard business hours and/or carrier programs, such as NFO (next flight out). In such cases, Customer will be subject to shipping and handling charges. 3.0 Customer has the following responsibilities: 3.1. Contact or instruct Servicer to contact the Motorola System Support Center (SSC) and request an Advanced Replacement, or Loaner FRU and a return authorization number (necessary for all non- Advanced Replacement repairs) prior to shipping malfunctioning Infrastructure or third part)' InfrastrUcrure named in the applicable attached Exhibit. 3.1.1. Provide model description, model number, serial number, type of System and Firmware version, symptom of problem and address of site location for FRU or Infrastructure. 3.1.2. Indicate if Infrastructure or third party Infrastructure being sent in for service was subjected to physical damage or lighming damage. 3.1 J. Follow Motorola instructions regarding inclusion or removal of Firmware and Software applications from rnfrastrUcture being sent in for service. 3.1.4. Provide Customer purchase order number to secure pa}'ment for any costs described herein. 3.2 Pay for shipping of Advanced Replacement or Loaner FRU from IDO if Customer requested shipping outside of standard business hours or carrier programs set forth in section 2.4. I. 3.3 Within five (5) days of receipt of the Advanced Replacement FRU from IDO's FRU inventory, properly package Customer's malfunctioning Infrastructure and ship the malfunctioning InfrastrUcture to IDO for evaluation and repair as set forth in 2.7. Customer must send the return air bill, referenced in 2.4.2 above back to IDO in order to ensure proper tracking of the returned Infrastructure. Customer will be subject to a replacement fee for malfunctioning Infrastructure not properly rerurned. For Infrastnlcture and/or third party Infrastrucrure repairs that are not exchanged in advance, properly package Infrastructure and ship the malfunctioning FRU, at Customer's expense and risk ofloss to Motorola. Customer is responsible for properly packaging the Customer malfunctioning Infrastructure FRU to enSure that the shipped Infrastrucrure arrives un-damaged and in repairable condition. Clearly print the return authorization number on the outside of the packaging. 3.4 If received, Customer must properly package and ship Loaner FRU back to 100 within five (5) days of receipt of Customer's repaired FRU. 3.5 Maintain templates of Software/applications and Firmware for reloading of Infrastructure as set forth in paragraph 2.3 and 2.9. 3.6 Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide the Infrastructure Repair with Advanced Replacement services to Customer. lnfrastruc/Ure Repair wilh Advanced Replacement Approved by Motorola Contract and Compliance 1 -1 $-04 page 2 0[3 ( . MOTOROLA 4.0 In addition to any exclusions named in Section 5 of the Service Terms and Conditions or in any other underlying Agreement to which this SOW is attached, the following items are excluded from Infrastructure Repair with Advanced Replacement: 1. All InfrasU'Ilcture over seven (7) years from product cancellation date. 2. Physically damaged Infrastructure. 3. Third party Equipment not shipped by Motorola. 4. Consumable items including, but not limited to, batteries, connectors, cables, tone/ink cartridges. 5. Test equipment. 6. Racks, fumiture and cabinets. 7. Finnware and/or Software upgrades. Infrastructure Repair with Advanced Replacement Approv~d by MOlorola ContraCI and Complianc, }.} 5-04 ~ Console Only In frastructure Exhibit Card Cages Central Electronics Bank(s) (CEB) Computer(s) Console(s) Dictaphones, Logging Recorders and Recording Equipment Microwave Equipment. Monitor(s) Site Frequency Standard(s) UPS Systems. \, page 3 of J . MOTOROLA Inclusions, Exclusions, Exceptions and Notcs for Infrastructure Repair Included Includes Logging Recorder Interface and Network Hub. Includes Base Interface Module (BIM), Console Operator Interface Module (COIM), Operator Interface Module (OMI).\ Excludes Nice Logging Recorders Includes computers (Pentium I, II, III, IV) directly interface with CEB. Includes keyboards, mice and trackballs. Excludes laptop computers and all 286, 386,486 computers. Excludes defective or phosphor-burned cathode ray tubes CRT(s) and bumed-in flat panel display image retention. Includes consoles (Centracom II, Centracom Gold Classic, Centracom Gold Elite, Commandstar and Commandstar Lite) Includes headset jacks, dual footswitches, gooseneck microphones and Console Interface Electronics (CIE). Excludes Centracom I. Excludes all types and models. Excluded from service agreement but may be repaired on an above contract, time and material basis. All Equipment must be shipped to IDO. Excludes anyon-site services. Includes all monitors connected to computers that directly interface with the CEB. Includes flat panel displays and touch screen monitors. Excludes defective or phosphor-bumed cathode ray tubes CRT(s) and burned-in flat panel displays image retention. Includes Netclocks systems Excluded from service agreements but may be repaired on an above contract, time and material basis. All UPS Systems must be shipped to !DO for repair. Excludes anyon-site services. Excludes all batteries. o MOTOROLA Statement of Work Local Radio Combo Package 1.0 Description Local Radio Combo Package provides operational check and board level repair services for mobile, portable, two-way and mobile data. An operational check is an analysis of the Equipment to identify external or internal defects. Local Radio Combo Package also includes service on standard palm microphones and single mobile controls heads, provided that they are required for normal operation of the two-way mobile and are included at the point of manufacture. Service is only included on Equipment specifically named in the applicable Agreement [0 which [his Statement of Work is attached. Local Radio Combo Package excludes repairs to: optional accessories; iDEN accessories; iDEN mobile microphones; non-standard mobile microphones, mobile external speakers; optional or additional control heads, single and multiple unit portable chargers; batteries, mobile antennas; mobile power & antenna cables and power supplies. The following are excluded from Local Radio Combo service unless they are purchased as an option for an additional fee. The options are OnSite. Radio Survey and Analysis, Portable Remote Speaker Microphones, Portable Antenna Replacements Mobile Remote Control Heads. The tenns and conditions of this SOW are an integral part of Motorola's Service Terms and Conditions or other applicable agreement to which it is attached and made a part thereof by this reference. 2.0 Motorola has the following responsibilities: 2.1 Service to be performed at the Servicer facility during Standard Business Days. 2.2 Perfonn an operational check on the Equipment to detenninc the nature of the problem. 2.3 Remove/reinstall mobile or data Equipment from/to Customer's vehicle as needed for additional servicing. 2.4 Test and Restore the Equipment to Motorola factory specifications. 2.5 Remove any dust, and/or foreign substances from the Equipment. 2.6 Reprogram Equipment necessary to return Equipment to original operating parameters based on the template in the Equipment, if the template information can be retrieved from the Equipment, or from a backup diskette provided by Customer containing tbe template information. If the Customer template is not provided or not reasonably usable, a generic template utilizing the latest Radio Service Software (RSS) version for that Equipment will be used. The Equipment will require additional programming by the Customer to Restore the original template. 2.7 Notify Customer upon completion of repair for pickup of Equipment. 3.0 Customer has the following Responsibilities: 3.1 Deliver and pick up Equipment to/from the Servicer facility. 3.2 Infonn Servicer of description of problem for Equipment brought in for service. 3.3 If the Equipment will not power up, or if desired, supply Servicer with a backup diskette with the Software template or programming in order to assist in returning the Equipment to original operating parameters. If applicable, record the current nashcode for each radio. 3.4 If Motorola must use a generic template to restore Equipment to operating condition, Customer is responsible for any programming required to Restore Equipment to desired parameters. 3.5 Cooperate with Motorola and perfonn all acts that are reasonable or necessary to enable Motorola to provide the Local Radio Combo Package service to Customer. \ Local Radio Combo Package Approved by Motorola Contracts & Compliance 04/30/04 Page 1 of 1 j