HomeMy WebLinkAbout2018-712-E Emergency Svc - Mobile Communications America 911 maintenance agreementSERVICE AGREEMENT
1. DEFINITIONS. “MCA” shall mean Mobile Communications America, Inc.; “Customer” shall mean the Customer names in the Agreement; and “Product” shall collectively mean the Equipment and Software which MCA
Service Agreement. Such Product is listed on the front of this Agreement.
2. ACCEPTANCE. The terms and conditions set forth on the front and reverse side of this Agreement is an offer to purchase Service by Customer which shall become a Service Agreement when acknowledged in writing by
negotiation or other use of any payment shall not constitute an acceptance by MCA. It is agreed that Service shall be provided only on the terms and conditions contained in this Agreement. MCA shall not be bound be term
elsewhere unless expressly agreed to on writing. Upon acceptance by MCA’s Service Department, MCA’s interest in the Agreement is assigned to Mobile Communications America, Inc.
3. SERVICE DEFINED
a. MCA agrees to provide service for the Customer for the Product listed on the front side of this Agreement. Such Product shall be serviced according to the terms and conditions on the front and reverse side of th
and end on the dates set forth on the front side of this Agreement. MCA shall also Service other Product purchased by Customer during the term of this Agreement on the same terms and conditions set forth in t
Product. Upon delivery of such other Product to Customer, service fees for Service on such other Product shall be added to the billing cycle following the expiration of the labor warranty on such other Product.
Service of any Product, Customer shall immediately report the loss, damage, theft or removal in wiring to MCA. In this even, Customer’s obligation to pay service fees with respect to any such Product shall term
receives such written report.
b. Mobile Product shall be removed and reinstalled in different vehicles at Customer’s request for the service fee in effect at the time of the Customer’s request.
c. This Agreement does not include service of any transmission line, antenna, tower or tower lighting, unless such work is described on the front of the Agreement. Service shall include the labor and parts required
through normal wear and usage. This does not include consumables and the Installation. Service does not include the repair or replacement of Product which has otherwise become defective, including, but not l
electronic abuse or misuse, acts of God, fires or other casualty. Service performed for non-covered repairs shall be billed at MCA’ above contract rate applicable for such Service. Product under contract must be
in the product specifications and damage resulting from environmental conditions not conforming to the specifications is not covered by this Agreement.
d. Where telephone lines and Product are used in conjunction with MCA maintained Product, MCA shall have no obligations or responsibility for such telephone lines or Product but shall, upon request, assist the T
at the appropriate above contract rate.
e. Customer shall indicate on the front side of this Agreement any Product which is intrinsically safe so that appropriate parts and procedures may be used to maintain such status.
f. At the expiration of twelve (12) months after the commencement of Service hereunder (or any time thereafter), if Product cannot in MCA’s opinion be properly or economically repaired, because (but not limited
parts, MCA, at its sole option, upon thirty (30) days prior written notice to customer sent by certified mail, may either: (1) remove such Product from this Agreement; or may increase the price to Service such Pr
notice of price increase to object to such increase. If Customer properly objects to such increase MCA shall then have the option to remove such Product from coverage by the Agreement. Customer’s obligation
from this Agreement shall terminate at the end of the month during which such Product is removed.
4. SERVICE STANDARDS. The Product shall be serviced by MCA in accordance with the following standards: (I) MCA part or parts of equal quality shall be used; (ii) the Products shall be serviced at levels set forth in MC
procedures prescribed from time to time by MCA for its Product shall be followed.
5. TIME AND PLACE OF SERVICE.
a. Service shall be done at the location specified on the front side of this Agreement. Where Service is to be performed at the location of the Product, Customer shall furnish shelter, heat, light and power at these loc
Product failure, allow MCA full and free access to the Product, and cooperate fully with MCA in MCA’s servicing of the Product. Waiver of liability by MCA against Customer or other restrictions shall not be im
Customer shall allow MCA full and free access to the Product. Customer shall allow MCA to use necessary machines, communications, facilities, features and other product (except as normally supplied by MCA
shall be delivered by Customer to the MCA Service Center indicated on the front side of this Agreement.
b. Hours of Service under this Agreement shall be the normal working hours, excluding holidays, or MCA’s Service Center unless otherwise indicated on the front side of this Agreement.
6. PAYMENT/TAXES. On or about the date each payment is dues as set forth on the front side of this Agreement; MCA shall send Customer an invoice covering the Service fees for the next Payment Period. All other charg
pay the amount of each invoice within ten (10) days of its date to MCA office designated by MCA. Each invoice shall be due and payable whether or not the Product is operating and MCA may terminate this Agreement by
mail if Customer defaults in its payment to MCA. Customer shall reimburse MCA for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments now or hereafter imposed by authority of any Federa
to the Service of the Product except Federal income and profit taxes of MCA and income and franchise taxes of MCA.
7. RIGHT TO SUBCONTRACT. MCA shall have the right to subcontract in whole or in part the Service called for by this Agreement. MCA shall notify Customer of the name and address of each subcontractor.
8. REVISION OF FEES. Prior to the anniversary of the “Expiration Date” indicated on the front side of this Agreement, MCA may revise the Service fees set forth on the front side of this Agreement by giving Customer wri
(60) days in advance of the Anniversary date. Upon receipt of any such notice, Customer may terminate this Agreement on the Expiration Date or any Anniversary of it upon thirty (30) days prior written notice to MCA sen
Agreement; otherwise the new fees shall become effective on the Anniversary date. In the event of such termination, all accrued and unpaid charges shall be due and payable immediately upon termination.
9. AUTOMATIC RENEWAL. After the Expiration Date indicated on the front side of this Agreement shall continue for successive additional periods of one year, provided that either MCA or Customer may terminate this A
upon thirty (30) days prior written notice to the other party sent by certified mail to the address indicated in this Agreement.
10. INTERRUPTION OF SERVICE. Customer shall notify the servicing agency in the event of the failure of any Product. If the servicing agency fails to repair the Product within a reasonable time, Customer shall notify the
from Customer to the servicing agency and to the MCA office designated by MCA. MCA shall be liable for any interruption or interference affecting the use of transmission through the Product maintained to the extent of a
for the time such interruption or interference is attributable to the fault of MCA or its subcontractor. MCA does not assume and shall have no liability under this Agreement for failure to provide or delay in providing service
beyond the control of MCA, including, but not restricted to, acts of God, acts of public enemy, acts of the United States, any State, Territory of the United States, or any political subdivision of the foregoing, or the District o
agents, employees or subcontractors, fires, floods, casualty, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather conditions or defaults of MCA subcontractors due to any such causes.
11. WARRANTY LIMITATIONS. EXCEPT AS SPECIFIED IN THIS AGREEMENT, MCA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITAION, THE IMPLIE
AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL MCA BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES TO THE FULL EXTENT SUCH MAY BE DISCLAIM
12. FCC AND OTHER GOVERNMENT MATTERS. Although MCA may assist in preparation of the FCC license application, Customer is solely responsible for obtaining any licenses or other authorizations required by th
any Federal, State, or Local governmental agency. Customer is solely responsible for complying with the applicable FCC rules and regulations and the applicable rules and regulations of any other Federal, State, or Local go
employees is an agent of Customer in FCC or other governmental matters. MCA, however, may assist in preparation of the FCC license application at no charge to Customer.
13. ENTIRE AGREEMENT. Customer acknowledges that it has read and understands the terms and conditions of the Agreement and agrees to be bound by them, that it is the complete and conclusive statement of the Agreem
forth the entire agreement and understanding between the parties relating to the subject matter hereof and all understandings and agreements, oral and written, heretofore made between MCA and Customer, are merged in thi
expresses their agreement.
14. AMENDMENT. No modification of or additions to this Agreement shall be binding upon MCA unless such modification is in writing and signed by the MCA Division Service Vice President authorized to make such revis
15. VALIDITY. If any term or provision of this Agreement shall to any extent be held by a court or other tribunal to be invalid, void, or unenforceable, then that term or provision shall be inoperative and avoid insofar as it is in
provisions of the Agreement shall nevertheless continue in full force and effect and the rights and obligations of the parties shall be construed and enforced as if this Agreement did not contain the particular term or provision
16. HEADINGS. Section and paragraph headings used in this Agreement are for convenience only and are not to be deemed or construed to be part of this agreement.
17. LAW. THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES SHALL BE GOVERNED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CA
18. ASSIGNMENT. No assignment or transfer, in whole or in part, of this Agreement by Customer shall be binding upon MCA without its prior Written consent.
19. WAIVER. Failure or delay on the part of MCA or Customer to exercise any right, power or privilege under this Agreement shall not operate as a waiver of any right, power, or privilege of this Agreement.
20. TIME TO SUE. Except for money due upon an open account, no action shall be brought for any breach of this Agreement more than two (2) years after the accrual of such cause of action except where a shorter limitation p
21. AUTOMATIC RENEWAL. After the Expiration Date indicated on the front side of this Agreement, this Agreement shall continue for successive additional periods of one year, provided that either MCA or Customer may
written notice to the other party prior to the Expiration Date or thirty (30) days written notice to the other party prior to the Expiration Date’s anniversary during any one year renewal period.
NOTE: See Attachment A, Amendment to Service Agreement for additional terms and conditions.
DIRECT INQUIRES ABOUT THIS AGREEMENT TO YOUR LOCAL MOBILE COMMUNCATIONS AMERICA OFFICE AT 4800 NORTH I-85, CHARLOTTE, NC 28206 OR 315 KITTY HAWK DRIVE, MO
DocuSign Envelope ID: 89BA35B0-F8DF-442B-B186-2B1ADDFF0653
Attachment A
ADDITIONAL TERMS AND CONDITIONS
These additional Terms and Conditions are an Addendum to the Service Agreement entered into on
October 26, 2018 (“Effective Date”) by and between Mobile Communications America, Inc. (“MCA”)
and Orange County, North Carolina, a body politic and corporate (“Customer”).
1. MCA shall at all times remain in compliance with all applicable local, state, and federal laws,
rules, and regulations including but not limited to all state and federal anti-discrimination laws,
policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange
County Living Wage Policy (each policy is incorporated by reference and may be viewed at
http://www.orangecountync.gov/departments/purchasing_division/contracts.php). Any violation
of this requirement is a breach of this Agreement and Customer may immediately terminate this
Agreement without further obligation on part of the Customer. This paragraph is not intended to
limit and does not limit the definition of breach to discrimination. By executing this Agreement,
MCA affirms that MCA is and shall remain in compliance with Article 2 of Chapter 64 of the
North Carolina General Statutes. By executing this Agreement, MCA certifies that MCA has not
been identified, and has not utilized the services of any agent or subcontractor on the list created
by the State Treasurer pursuant to G.S. 147-86.58.
2. Non-Appropriation. MCA acknowledges that Customer 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 Customer’s obligations under this Agreement, then this Agreement shall
automatically expire without penalty to Customer immediately upon written notice to Provider of
the unavailability and non-appropriation of public funds.
It is expressly agreed that Customer 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 Customer’s statutory authority, mandate and/or mandated
functions, by state and/or federal legislative or regulatory action, which adversely affects
Customer’s authority to continue its obligations under this Agreement, then this Agreement shall
automatically terminate without penalty to Customer upon written notice to MCA of such
limitation or change in Customer’s legal authority.
3. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of
respective parties hereunder shall be governed by the laws of the State of North Carolina. By
executing this Agreement Provider affirms that Provider and any subcontractors of Provider are
and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General
Statutes. By executing this Agreement Provider certifies that Provider has not been identified,
and has not utilized the services of any agent or subcontractor identified, on the list created by the
State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that
Provider has not been identified, and has not utilized the services of any agent or subcontractor
identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81.
DocuSign Envelope ID: 89BA35B0-F8DF-442B-B186-2B1ADDFF0653
4. Termination. The Customer may terminate this Agreement based upon MCA's material breach of
this Agreement; provided, MCA has not taken all reasonable actions to remedy the breach. The
Customer shall give MCA seven (7) days' prior written notice of its intent to terminate this
Agreement for cause. In the event of termination, MCA shall be paid that portion of the fees and
expenses that it has earned to the date of termination, less any costs or expenses incurred or
anticipated to be incurred by the Customer due to errors or omissions of MCA. The payment of
any sums by the Customer under this Agreement or the failure of Customer to require compliance
by MCA with any provisions of this Agreement or the waiver by the Customer of any breach of
this Agreement shall not constitute a waiver of any claim for damages by the Customer for any
breach of this Agreement or a waiver of any other required compliance with this Agreement.
5. This Agreement together with any amendments or modifications may be executed electronically.
All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article
11A and Article 40 of the North Carolina General Statutes Chapter 66.
Orange County: Mobile Communications America, Inc.
By: _____________________________ By: __________________________
Bonnie Hammersley, County Manager , Vice President
DocuSign Envelope ID: 89BA35B0-F8DF-442B-B186-2B1ADDFF0653
11-800-346-5525 SERVICE A GREEM ENT MMotorola Authorized Service Station
(PLEASE PRINT)
4800 Reagan Dr .OFFICE USE ONLY
Char l o t t e, NC 28206 CUSTOMER/AGREEMENT
DATE:23-Aug-18 NUMBER
CUSTOMER NAME:Orange County SERVICE LOCATION Raleigh
ATTN:Kevin Medlin CUSTOMER #:
BILLING ADDRESS:De
CITY / STATE / ZIP:HillsboroughNC27278 CUSTOMER CONTACT:
CUSTOMER PHONE #'s:
CONTRACT START DATE:AUTOMATIC RENEWAL:EXPIRATION DATE:Fax # -
10/16/2018 XX YESNO 110/15/2019 WHEN THIS AGREEMENT IS ACCEPTED BY Mob
ORDER REFERENCED ABOVE WILL BE SERVICE
QTY DESCRIPTION & SERIA L NUMB ERS TYPE OF SERVICE MONT HL Y SVC AMOUNT CONDITIONS PRINTED ON THE REVERSE SIDE.
CUSTOMER SERVICE 24 Ho u r EXTENDED ANTENNAS OR BATTERIES, OR SERVICE OF AN
L OCA T ION CCENT ER EMERG. *LIGHTING UNLESS SUCH WORK IS DESCRIBED
1Geo-Diverse Vesta 911 System including:X X 2,216.82 SPECIAL INSTRUCTIONS:
11Call Taker Workstations X X
11Touchscreen Monitors X X
7CommandPost Units X X
1Spare Parts X X
2Spectracom Netclocks X X
1Airbus Software Support XX X 1,851.04
1Airbus 24x7 Remote Monitoring XX X 1,793.75 For Service Call SEERVICE CENTER:
Charlotte, NC
Toll Free 1-877-786-0891
Covers Parts and Labor, all normal terms and conditions apply.
Normal Business Hours Service 8 to 5.X NEWSU
Includes 1 Annual Preventive Maintenance Check AGREEMENT AG
TOTAL PER $5,861.61 ADDITI0NAL TERMS, DEFINITIONS AND CONDITIONS OF TH
PA YMENT CYCL E:T AX EXEMPT:MONTH
AUTHORIZED CUSTOMER SIGNATUR
X ANNUALLYYES, ATTACH EXEMPTTAXES
QUARTERLYCERTIFICATE $70,339.32 IS P.O. REQUIRED?YE
MONTHLY X NO
OTHER (SPECIFY IN SPECIAL INSTRUCTIONS)THE ABOVE SERVICE AMOUNT XX NO Bruce Williams
IS SUBJECT TO STATE AND
LOCAL TAXING JURISDICTIONS,Bruce Williams
TO BE VERIFIED BY MOBILE COMM>MOBILE COMM. SALES/SERVICE REP
ANNUAL
TOTAL
Kevin Medlin
919-245-6139
510 Meadowlands Drive
DocuSign Envelope ID: 89BA35B0-F8DF-442B-B186-2B1ADDFF0653