HomeMy WebLinkAboutItem #03 Approval of the Renewal of Radio Services Agreement with Motorola, Inc. V
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ocoee
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AGENDA ITEM COVER SHEET
Meeting Date: October 3, 2017
Item #
Reviewed By:
Contact Name: Stephen McCosker 1 Department Director: Charle Br w
Contact Number: 407-905-3160 ext. 3055 City Manager: Robert Fra
Subject: Renewal of Radio Services Agreement with Motorola, Inc.
Background Summary:
In November 1995, the Honorable Mayor and Board of City Commissioners authorized the purchase of the
Motorola 800 MHz Radio system, which is still being utilized by the City in conjunction with Orange County's
radio system. Also purchased with the radio system was a service maintenance agreement. The agreement is
required for equipment that is no longer under factory warranty. Included in the agreement is all covered radio
equipment currently owned by the City of Ocoee with the exception of the radio equipment purchased by the
City for the fire department. Attached is the proposed agreement that takes effect October 1, 2017 and runs
through September 30, 2018. The cost of the service agreement for the next 12 months is $24,661.60 (payable in
monthly payments of$2,055.13).
Issue:
Should the Honorable Mayor and Board of City Commissioners authorize the renewal of the Radio Services
Agreement between Motorola Incorporated and the City of Ocoee, Florida in the amount of$24,661.60?
Recommendations
It is respectfully recommended that the Honorable Mayor and Board of City Commissioners authorize renewal
of the Radio Services Agreement between Motorola Incorporated and the City of Ocoee, Florida in the amount
of$24,661.60.
Attachments:
Motorola Radio Services Agreement 2017-2018
Financial Impact:
The cost of the service agreement for the next 12 months is $24,661.60 (payable in monthly payments of
$2,055.13). $111,520 is allocated in the FY 2017-2018 budget for Equipment Maintenance Contracts.
Type of Item: (please mark with an x')
Public Hearing For Clerk's Dept Use:
Ordinance First Reading X Consent Agenda
Ordinance Second Reading Public Hearing
Resolution Regular Agenda
X Commission Approval
Discussion&Direction
Original Document/Contract Attached for Execution by City Clerk
Original Document/Contract Held by Department for Execution
Reviewed by City Attorney x N/A
Reviewed by Finance Dept. (414x N/A
Reviewed by 0 N/A
2
® MOTOROLA SOLUTIONS SERVICES AGREEMENT
Attn:National Service Support/4th 6 Contract Number: S00001003648
1301 East Algonquin Road Contract Modifier:
(800)247-2346
Date: 08/30/2017
Company Name: Ocoee Police Dept, City Of Required P.O.: Yes
Attn: ACCOUNTS PAYABLE Customer#: 1000290619
Billing Address: 150 N Lakeshore Dr Bill to Tag#: 0002
City, State, Zip: Ocoee,FL,34761 Contract Start Date: 10/01/2017
Customer Contact: John Park Contract End Date: 09/30/2018
Phone: (407)905-3160 Anniversary Day: Sep 30th
Payment Cycle: MONTHLY
PO#: TBD
QTY MODEL/OPTION SERVICES DESCRIPTION MONTHLY EXTENDED
EXT AMT
***** Recurring Services*****
SVCO1SVC1220C ASTRO SFS LITE SERVICE AGREEMENT $561.09 $6,733.10
18 SVC27AA XTS5000
3 SVC680AD XTL5000 CONSOLETTE
80 SVC866AE APX7000
SVCO1SVC1420C SP-LOCAL INFRASTRUCTURE REPAIR $281.73 $3,380.70
1 CLASSIC CRT CONSOLE
SVCO1SVC1422C LOCAL RADIO COMBO PACKAGE $263.13 $3,157.60
62 SVC157AC REMOTE SPEAKER MICROPHONE
SVCO1SVC1423C LOCAL RADIO SUPPORT SERVICE $428.58 $5,142.98
18 SVC27AB ENH: XTS5000
9 SVC587AB XTL5000-MOBILE
34 SVC945AE APX7000
SVCO1SVC1424C ONSITE RESPONSE-LOCAL DISPATCH-STANDARD $368.87 $4,426.47
2 SVC220AD OPERATOR POSITIONS
1 SVC992AA DISPATCH CENTER LOCATION
1 SVC993AA CENTRAL ELECTRONICS BANKS (CEB)
SVCO1SVC2012C SP-CONTRACT ADMINISTRATION SERVICE $151.73 $1,820.75
1 CLASSIC CRT CONSOLE
SPECIAL INSTRUCTIONS-ATTACH Subtotal-Recurring Services $2,055.13 $24,661.60
STATEMENT OF WORK FOR PERFORMANCE DESCRIPTIONS
Subtotal-One-Time Event
Services $ .00 $ .00
Total $2,055.13 $24,661.60
Taxes
The prices quoted via this service contract renewal Grand Total $2,055.13 $24,661.60
are valid only until expiration of the current service
contract. If Customer does not provide to MSI a THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING
Valid,executed contract renewal within 30 days of JURISDICTIONS WHERE APPLICABLE,TO BE VERIFIED BY MOTOROLA.
contract
expiration a one-time administrative fee equal to
5%of the subsequent years annual contract rate
will be billed to the Customer upon
reestablishment of the expired service contract.
Price with 5%Administration fee once delinquent=
$25,894.68
Subcontractor(s) City State
MOTOROLA-ORANGE COUNTY(DO222) LAKE MARY FL
MSI CENTRAL FLORIDA FSO WK001 ORLANDO FL
RADIO SUPPORT CENTER ELGIN IL
I received Statements of Work that describe the services provided on this Agreement. Motorola's Service Terms
and Conditions,a copy of which is attached to this Service Agreement, is incorporated herein by this reference.
AUTHORIZED CUSTOMER SIGNATURE TITLE DATE
CUSTOMER (PRINT NAME)
Pao. -0 1, Customer Support Manager 8/30/2017
TOROLA REPRESENTATIVE(SIGNATURE) TITLE DATE
James Parker 904-832-6947
MOTOROLA REPRESENTATIVE(PRINT NAME) PHONE
Company Name: Ocoee Police Dept, City of
Contract Number: S00001003648
Contract Modifier:
Contract Start Date: 10/01/2017
Contract End Date: 09/30/2018
0 MOTOROLA
Statement of Work
Local Infrastructure Repair
1.0 Description of Services
Local Infrastructure Repair is a repair service provided by the Servicer for Infrastructure named on the
Customer Equipment list. At the Servicer's discretion and responsibility,Infrastructure may be sent to
Motorola,original equipment manufacturer,third party vendor,or other facility for repair.
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 thereof by this reference.
2.0 Motorola Servicer has the following responsibilities:
2.1. Repair or replace Infrastructure at the Servicer facility or Customer location as determined by Servicer.
Any replaced FRU will be of a similar kit and version,and will contain like boards and chips,as the
Customer's malfunctioning FRU(s). Servicer is responsible for travel costs to a Customer location to
repair Infrastructure.
2.2. Perform the following on Motorola Infrastructure:
2.2.1.Perform an operational check on the Infrastructure to determine the nature of the problem.
2.2.2.Repair or replace malfunctioning FRU,as determined by Servicer.
2.2.3.Verify that Motorola Infrastructure is returned to Motorola manufactured specifications.
2.3. Provide the following service on select third party Infrastructure
2.3.1. Perform pre-diagnostic and repair service to confirm Infrastructure malfunction and eliminate
sending Infrastructure with no trouble found(NTF)to third party vendor for repair,when applicable.
2.3.2. Ship malfunctioning Infrastructure to the original equipment manufacturer or third party vendor for
repair service.Servicer is responsible for all shipping and handling charges.
2.3.3.Coordinate and track Infrastructure sent to the original equipment manufacturer or third party vendor
for service.
2.4. Re-program Infrastructure to original operating parameters based on templates provided by Customer
required by Section 3.2. If the Customer template is not provided or is not reasonably usable,a standard
default template will be used.The Servicer will provide the standard template.
2.5. Notify the Customer upon completion of repair or replacement.
2.6. Properly package,return ship or hand deliver Infrastructure to the Customer specified address. Servicer
will pay return shipping charges,if being sent via overnight carrier.
3.0 Customer has the following responsibilities:
3.1. Contact Servicer and provide the following information:
3.1.1. Provide customer name,address of site location,and symptom of problem.
3.1.2. Provide model description,model number,serial number,and type of System and Firmware version,
if known.
3.2. Maintain and/or store backups of all applicable Software applications and Firmware for reloading,if
necessary by Servicer,after repair service is completed.
3.3. Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to
provide Local Infrastructure Repair services to Customer.
Local Infrastructure Repair
Approved by Contracts and Compliance 08-24-07 page 1 of 1
0 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 to which this 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 terms 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 Perform an operational check on the Equipment to determine 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 the 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 Inform 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 flashcode 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 perform all acts that are reasonable or necessary to enable Motorola to
provide the Local Radio Combo Package service to Customer.
Local Radio Combo Package Page 1 of 1
Approved by Contracts&Compliance August 20007
0 MOTOROLA
Statement of Work
Local Radio Combo Package
OnSite Option — Pick up & Delivery
1.0 Description of Service
Equipment will be picked up from and delivered to the Customer's location,within a designated radius of the
Servicer facility.Schedule pickups will be mutually agreed upon and outlined in the Customer Support Plan.
This Option covers Equipment that is specifically named in the applicable Agreement to which this Statement
of Work is attached.
2.0 Motorola has the following responsibilities:
2.1 Use reasonable efforts to pickup and deliver Equipment per the mutually agreed upon Customer location,
days of week,and preferred time. If a pick up/delivery cannot occur according to the preferred schedule,
Customer will be contacted prior to the scheduled pick up/delivery,to arrange a mutually agreeable
alternative date and/or time for pick up/delivery.
2.2 Generate service receipt and leave with Customer.
3.0 Customer has the following responsibilities:
3.1 Designate mutually agreeable location for service pickup and delivery,days of week,and preferred time.
3.2 Provide problem description along with unit.
Local Radio Combo Package Page I of 1
Approved by Contracts&Compliance August 20007
0 MOTOROLA
Statement of Work
Local Radio Combo Package
Radio Survey and Analysis Option
1.0 Description of Service:
Radio Survey and Analysis provides for one annual operation test to ensure the Customer's Equipment meets
manufacturer's specifications. This service will be provided during Standard Business Days at the Servicer
facility. This Option covers Equipment that is specifically named in the applicable Agreement to which this
Statement of Work is attached. There is an additional fee for the Radio Survey and Analysis Option to be
performed at the Customer location.
2.0 Motorola has the following responsibilities:
2.1 Physically inspect the Equipment.
2.2 Remove any dust,and/or foreign substances from the Equipment.
2.3 Measure(original measurements and the adjusted measurements),record,align and adjust the following
applicable Equipment parameters,to the frequency and modulation outlined in the Rules and Regulations
of the Federal Communications Commission(FCC):
2.3.1. Receive frequency
2.3.2. Transmit frequency
2.3.3. Deviation
2.3.4. Transmitter power
2.3.5. Reflected power in antenna line(mobile antennas only)
2.3.6. Receive sensitivity
2.3.7. Audit output levels
3.0 Customer has the following responsibilities:
3.1 Provide preferred schedule for Radio Survey and Analysis to Motorola.
3.2 Contact the Servicer prior to Equipment being brought in for service.
3.3 Deliver portable Equipment and/or drive vehicles with mobile Equipment to Servicer.
Local Radio Combo Package Page 1 of 1
Approved by Contracts&Compliance August 20007
0 MOTOROLA
Statement of Work
Local Radio Combo Package
Antenna Replacement Option for Portables
1.0 Description of Service
The Antenna Replacement Option provides for an operational check and Restoration of the portable antenna.
Due to the nature of this Option,Customer's entire inventory of portables must be covered by this Option.This
Option covers Equipment that is specifically named in the applicable Agreement to which this Statement of
Work is attached.
2.0 Motorola has the following responsibilities:
2.1 Check and replace antenna as needed.
3.0 Customer has the following responsibilities:
3.1 No additional responsibilities.
Local Radio Combo Package Page 1 of I
Approved by Contracts&Compliance August 20007
QMOTOROLA
Statement of Work
Local Radio Combo Package
Remote Speaker Microphone Option for Portables
1.0 Description of Service
Remote Speaker Microphone Option provides for the Restoration and/or replacement of remote speaker
microphones that have become defective through normal wear and usage. This Option includes service to the
remote speaker microphone cord that attaches to the portable. Due to the nature of this Option,Customer's
entire inventory of portables must be covered by this Option. This Option covers Equipment that is specifically
named in the applicable Agreement to which this Statement of Work is attached.
2.0 Motorola has the following responsibilities:
2.1 Restore and/or replace remote speaker microphone as needed.
3.0 Customer has the following responsibilities:
3.1 No additional responsibilities.
Local Radio Combo Package Page 1 of 1
Approved by Contracts&Compliance August 20007
0 MOTOROLA
Statement of Work
Local Radio Combo Package
Remote Control Head Option for Mobiles
1.0 Description of Service
Remote Control Head Option for Mobiles provides for the Restoration of additional remote control heads,
extended control heads,and Direct Entry Keypad(DEK)Plus that have become defective through normal wear
and usage. Due to the nature of this Option,Customer's entire inventory of mobiles must be covered by this
Option.This Option covers Equipment that is specifically named in the applicable Agreement to which this
Statement of Work is attached.
2.0 Motorola has the following responsibilities:
2.1 Restore remote control heads,extended control heads,and/or Direct Entry Keypad(DEK)Plus as needed.
3.0 Customer has the following responsibilities:
3.1 No additional responsibilities.
Local Radio Combo Package Page 1 of I
Approved by Contracts&Compliance August 20007
MOTOROLA
Statement of Work
Local Radio Support
1.0 Description of Service
Local Radio Support provides an operational check of Equipment that is specifically named in the applicable
Agreement to which this Statement of Work is attached. An operational check is an analysis of the Equipment
to identify external or internal defects,
if the Equipment has an external defect.or can be Restored without opening the radio case,the Equipment will
be Restored and returned to Customer. If the Equipment has an internal delict.or is not serviceable without
opening the radio case,then the Equipment will require additional service provided by the Servicer and not
described in this Statement of Work.
Local Radio Support includes service on standard palm microphones and single mobile control heads,provided
that they are required for normal operation of the two-way mobile and are included at the point of manufacture.
Local Radio Support 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 Support 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 terms 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 Perform an operational check on Equipment to determine the nature of the problem.
2.3 Remove/reinstall mobile or data Equipment from/to vehicle as needed for servicing. •
3.0 Customer has the following responsibilities:
3.1 Deliver and pick up Equipment to/from the Servicer facility.
3.2 Inform Servicer of description of problem for Equipment brought in for service.
3.3 Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to
provide the Local Radio Support service to Customer.
0 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 thereof by 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 will leave the Customer site.
2.5 Provide the service ticket document to Customer,when requested. Service ticket document should
include the following:
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 of a
catastrophic failure of a system. Train appropriate personnel on the procedures to perform 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 of a Restoration as described above in
Section 2.4,respond to that request within twenty(20)minutes.
3.9 Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to
provide this service to Customer.
OnSite Infrastructure Response With Local Dispatch
Approved by Motorola Contracts&Compliance:8/10/11 Page 1 of 2
0 MOTOROLA
Severity Definitions Table
Severity Level Problem Types
Severity 1 • 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
• Intermittent system issues
• Information 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:8/10/11 Page 2 of 2
Service Terms and Conditions
Motorola Solutions Inc.("Motorola") and the customer named in this Agreement("Customer) hereby agree as follows:
Section 1.APPLICABILITY
These Maintenance 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 Maintenance 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 Maintenance 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 installation, maintenance, support, training, and other services described in this
Agreement.
Section 3.ACCEPTANCE
Customer accepts these Maintenance 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.
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.
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 Customers
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. 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.
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, Customers 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
liability 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 one(1)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 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 Motorolas 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.
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, 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 will be modified as necessary to conform to applicable 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
Customers 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 Customers 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 partys
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 Motorolas then effective hourly rates.
17.9 This Agreement may be executed in one or more counterparts, all of which shall be considered part of the
Agreement. The parties may execute this Agreement in writing, or by electronic signature, and any such electronic
signature shall have the same legal effect as a handwritten signature for the purposes of validity, enforceability and
admissibility. In addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement
shall be treated as and shall have the same effect as an original signed copy of this document.
Revised Oct 15, 2015