HomeMy WebLinkAbout2014-179 EMS - Motorolla Solutions for Service Agreement $6,235.22 MOrONOtA SOLUTIONS SERVICES AGREEMENT
Attn:National Service Support/4th tl Contract Number: S00001012766
1301 East Algonquin Road
(800)247-2346 Contract Modifier: RN31-JAN-14 02:23:48
Date: 02/28/2014
Company Name: Orange County Required P.O.: No
Attn: Customer#: 1000709553
Billing Address: P O Box 8181 Bill to Tag#: 0002
City, State,Zip: Hillsborough,NC,27278 Contract Start Date: 05/01/2014
Customer Contact: Kevin Medlin Contract End Date: 06/30/2014
Phone: 919-245-6139 Anniversary Day: Apr 30th
Payment Cycle: MONTHLY
PO#:
QTY MODEL/OPTION SERVICES DESCRIPTION MONTHLY EXTENDED
EXT AMT
***** Recurring Services *****
SVC01SVC1102C DISPATCH SERVICE $247.70 $495.40
7 SVC239AA ENH: SMARTZONE OPERATOR POSITION
1 SVC242AC ENH: DISPATCH CENTER LOCATION
SVC01SVC1405C NETWORK PREVENTATIVE MAINTENANCE A $144.08 $288.16
7 SVC213AA ENH: GROUND ACCESSIBLE OPERATO
1 SVC850AA SITE PM ACCESS A
SVC01SVC1413C ONSITE INFRASTRUCTURE RESPONSE-PREMIER $1,064.95 $2,129.90
7 SVC220AC OPERATOR POSITIONS
7 SVC223AC CONTROL STATIONS
1 SVC990AA DISPATCH CENTER LOCATION
SVC01SVC1420C SP-LOCAL INFRASTRUCTURE REPAIR $737.09 $1,474.18
7 GOLD SERIES ELITE
1 SITE(S)
7 XTL5000
SVC01SVC2012C SP-CONTRACT ADMINISTRATION SERVICE $923.79 $1,847.58
1 SITE(S)
SPECIAL INSTRUCTIONS-ATTACH Subtotal-Recurring Services $3,117.61 $6,235.22
STATEMENT OF WORK FOR PERFORMANCE DESCRIPTIONS
Subtotal-One-Time Event
Services $ .00 $ .00
Total $3,117.61 $6,235.22
Taxes - -
Grand Total $3,117.61 $6,235.22
THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING
JURISDICTIONS WHERE APPLICABLE,TO BE VERIFIED BY MOTOROLA.
Subcontractor(s) City State
MOTOROLA SYSTEM SUPPORT CTR-CALL SCHAUMBU IL
CENTER D0066 RG
MOTOROLA SOLUTIONS INC- ROCK HILL SC
CAROLINIANS MGD SVCS D0092
WIRELESS COMMUNICATIONS INC- MORRISVIL NC
0398202 LE
WIRELESS COMMUNICATIONS INC- MORRISVIL NC
0398202 LE
WIRELESS COMMUNICATIONS INC- MORRISVIL NC
0398202 LE
I received Statem is Work a crpe the services provided on this Agreement. Motorola's Service Terms
and Condit! s, y of h' ed o this Service Agreement, is incorporated herein by this reference.
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AU O S OMIE-ITSIGWATURE TITLE DATE
COST MER(PRINT N E)
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M TORO REP ESENTATIVE(SIGNATURE) TITLE DATE
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MOTOROLA REPRESE TATIVE(PRINT NAME PHONE
Company Name: Orange County
Contract Number: 500001012766
Contract Modifier. RN31-JAN-1402:23:48
Contract Start Date: 05/01/2014
Contract End Date: 06/30/2014
For O ge C u my
A roved tech ' 1 content
James raves, Director Date ` 7
Emer encja rvices
App d m a nd legal sufficiency
2L Ann be M.Moore,Staff Attorney Da e
This jn t�rument h Mbeefpre-audited in the manner required by the)Local!government Budget and Fiscal Control Act
(;CQ�,rvv, ,)*- N Z91
Clarence G.Grier,Asst.County Manager/CFO Date
Service Terms and Conditions
Motorola Solutions Inc.("Motorola")and the customer named in this Agreement("Customer")hereby agree as follows:
Section 1.APPLICABILITY
These Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer either(1)
maintenance, support, or other services under a Motorola Service Agreement, or(2)installation services under a Motorola
Installation Agreement.
Section 2. DEFINITIONS AND INTERPRETATION
2.1. "Agreement"means these Service Terms and Conditions;the cover page for the Service Agreement or the
Installation Agreement, as applicable; and any other attachments, all of which are incorporated herein by this reference. In
interpreting this Agreement and resolving any ambiguities, these Service Terms and Conditions take precedence over any
cover page,and the cover page takes precedence over any attachments, unless the cover page or attachment states
otherwise.
2.2. "Equipment"means the equipment that is specified in the attachments or is subsequently added to this Agreement.
2.3. "Services"means those 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 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 Customer's
location, Customer will provide Motorola, at no charge,a non-hazardous work environment with adequate shelter, heat,
light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will
not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and
software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services.
Unless otherwise stated in this Agreement,the hours of Service will be 8:30 a.m.to 4:30 p.m., local time, excluding
weekends and holidays. Unless otherwise stated in this Agreement,the price for the Services exclude any charges or
expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably
incurred by Motorola in rendering the Services,Customer agrees to reimburse Motorola for those charges and expenses.
Section 7. CUSTOMER CONTACT
Customer will provide Motorola with designated points of contact(list of names and phone numbers)that will be available
twenty-four(24)hours per day, seven (7)days per week, and an escalation procedure to enable Customer's personnel to
maintain contact, as needed,with Motorola.
Section 8. PAYMENT
Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each
payment period.All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within twenty
(20)days of the invoice date. 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,
Customer's sole remedy is to require Motorola to re-perform the non-conforming Service or to refund, on a pro-rata basis,
the fees paid for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
Section 10. DEFAULT/TERMINATION
10.1. If either party defaults in the performance of this Agreement,the other party will give to the non-performing party a
written and detailed notice of the default. The non-performing party will have thirty(30)days thereafter to provide a written
plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan
approval. If the non-performing party fails to provide or implement the cure plan,then the injured party, in addition to any
other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of
termination to the defaulting party.
10.2.Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this
Agreement, including payments which may be due and owing at the time of termination.All sums owed by Customer to
Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of
termination, Motorola will have no further obligation to provide Services.
Section 11. LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total liability,whether for breach of contract,warranty, negligence, strict
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 Motorola's property,will be deemed proprietary,will be kept confidential,
and will be promptly returned at Motorola's request. Customer may not disclose,without Motorola's written permission or
as required by law, any confidential information or data to any person, or use confidential information or data for any
purpose other than performing its obligations under this Agreement.The obligations set forth in this Section survive the
expiration or termination of this Agreement.
13.2. Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any time
by Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide Customer with
access to its confidential and proprietary information, including cost and pricing data.
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 tern 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 fumished by Motorola for the purpose
of this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in
Customer's custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request.
This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises
by Motorola at any time without restriction.
Section 17.GENERAL TERMS
17.1. If any court renders any portion of this Agreement unenforceable,the remaining terms will continue in full force and
effect.
17.2.This Agreement and the rights and duties of the parties will be interpreted in accordance with the laws of the State in
which the Services are performed
17.3. Failure to exercise any right will not operate as a waiver of that right, power,or privilege.
17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party's
reasonable control,such as strikes, material shortages,or acts of God.
17.5. Motorola may subcontract any of the work,but subcontracting will not relieve Motorola of its duties under this
Agreement.
17.6. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder
without the prior written consent of the other Party,which consent will not be unreasonably withheld.Any attempted
assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola
may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In
addition, in the event Motorola separates one or more of its businesses(each a"Separated Business"),whether by way of
a sale,establishment of a joint venture, spin-off or otherwise(each a"Separation Event"), Motorola may,without the prior
written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to
benefit the Separated Business and its affiliates(and Motorola and its affiliates,to the extent applicable)following the
Separation Event
17.7.THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1)YEAR TERM, ON EVERY ANNIVERSARY OF
THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE
PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS
THAN THIRTY(30)DAYS OF THAT ANNIVERSARY DATE.At the anniversary date, Motorola may adjust the price of the
Services to reflect its current rates.
17.8. If Motorola provides Services after the termination or expiration of this Agreement,the terms and conditions in effect
at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on
a time and materials basis at Motorola's then effective hourly rates.
Revised Jan 1,2010
18. Compliance with Laws. Provider shall at all times remain in compliance with all applicable local, state,and federal laws,
rules, and regulations including but not limited to all anti-discrimination laws. Pursuant to the terms of North Carolina
General Statute 153A-449(b)no county may enter into a contract with a contractor unless the contractor and the contractor's
subcontractors comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. Where
applicable,failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes
Provider's breach of this Agreement. By executing this Agreement Provider affirms Provider is in compliance with Article 2
of Chapter 64 of the North Carolina General Statutes.
19. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based
upon the availability of public funding under the authority of its statutory mandate.
In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this
Agreement,then this Agreement shall automatically expire without penalty to County immediately upon written notice to
Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this
non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an
emergency fiscal measure during a substantial fiscal crisis.
In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal
legislative or regulatory action,which adversely affects County's authority to continue its obligations under this Agreement,
then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation
or change in County's legal authority.
Client#: 165842 6WIRECOM2
ACORDTM CERTIFICATE OF LIABILITY INSURANCE D 3/20/2roD/YYYY)
3/20/2014
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATION IS WAIVED,subject to
the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER NAME: Pamela Tyson
Willis of Maryland,Inc. ac°,"N Ext:410 771-3838 a No): 410-527-7274
225 Schilling Circle E-MAIL
ADDRESS:
Hunt Valley, MD 21031-0000 INSURER(S)AFFORDINGCOVERAGE NAIC#
410 771-3838
INSURER A:Hartford Fire Insurance Co 19682
INSURED Wireless Communications,Inc. INSURER B:Hartford Casualty Ins.Co. 29424
4800 Reagan Drive INSURER C:Hartford Accident&Indemnity C 22357
Charlotte, NC 28206 INSURER D:Hartford Fire Insurance Co 19682
INSURER E:
INSURER F;
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS
LTR IN R WVD POLICY NUMBER MM/DD/YYYY MM/DDIYYYY
A GENERAL LIABILITY 3000NAM7081 12131/2013 12/3112014 EACHOECCURRENCE $1000000
X COMMERCIAL GENERAL LIABILITY PREMISETO a occurrence) $300 000
CLAIMS-MADE 51 OCCUR MED EXP(Any one person) $10,000
PERSONAL&ADV INJURY $1,000,000
GENERAL AGGREGATE $2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000
JECT
POLICY PRO 7 LOC $
COMNED
D AUTOMOBILE LIABILITY 30UENAM7049 12131/2013 12/31/201 (Ea accident SINGLE LIMIT $1,000,000
IXANY AUTO BODILY INJURY(Per person) $
ALL OWNED SCHEDULED BODILY INJURY(Per accident) $
AUTOS AUTOS
X NON-OWNED PeOaccdentDAMAGE $
HIRED AUTOS AUTOS
B X UMBRELLA LIAR OCCUR 30RHUAM5889 12/31/2013 12/31/2014 EACH OCCURRENCE $10,000,000
EXCESS LIAB HCLAIMS-MADE AGGREGATE $10,000,000
DED I X RETENTION$1),000 $
C WORKERS COMPENSATION 30WECL3818 12/3112013 12131/201 X WC STATU- OTH-
AND EMPLOYERS'LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $11,000,000
OFFICER)MEMBER EXCLUDED? N/A
(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000
If yes,describe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1$1,000,000
D Garage Liability 30UENAM7049 12/31/2013 12/31/2014 $100,000 Auto Only
Each Accident
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required)
Certificate Holder is Additional Insured as relates to the activities of the Named Insured.
CERTIFICATE HOLDER CANCELLATION
Orange County Emergency Services SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
g tY 9 Y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Attention: Michael Talbert ACCORDANCE WITH THE POLICY PROVISIONS.
200 S.Cameron St.
P.O.Box 8181 AUTHORIZED REPRESENTATIVE
Hillsborough,NC 27278-8181
01988-2010 ACORD CORPORATION.All rights reserved.
ACORD 25(2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD
#S803370/M793416 6PTYS