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Home My WebLink About2021-626-E-Emergency Svc-Motorola Solutions-Radio Maintenance 500 Chic (800 City C QT SPE DESC Site Sub Tec SSC Netw Call Mob Infra I rece which AUT …… CUS MO W Monroe St cago, IL 60661 0) 247-2346 Company N Billing Add y, State, Zip C Customer Co Ph TY MOD LSV0 ECIAL INSTR CRIPTIONS e Equipment: bcontractor(s hnical Support C Network Secu work Managem Center Operat bile Communica astructure Depo ived Statements h is attached to THORIZED C ……………… STOMER (PR TOROLA RE Date: Name: Orang Attn.: Kevin dress: Po Box Code: Hillsbo ntact: Kevin hone: 919-24 EL/OPTION 01S01108A RUCTIONS - A 2 Dispatch Sites s) Operations urity ment Operation tions ations America ot Operations I s of Work that d this Service Ag CUSTOMER S … ……………… RINT NAME) EPRESENTAT 13-APR-202 e County Medlin x 8181 orough, NC 27 Medlin 45-6139 ***** Recu ASTRO S ATTACH STATEMEN s, 18 MCC7500 O s a Inc IDO describe the ser greement, is inc SIGNATURE …… TIVE (SIGNA 1 7278 SERVICES D urring Service SYSTEM ADV T OF WORK FOR PE Ops, 2 AIS’s and rvices provided orporated herei TURE) DESCRIPTIO es ***** VANCED PAC ERFORMANCE 8 CCGW’s. G C S S S S M E d on this Agreem in by this refere T T SER Con Con Contra Contr P ON CKAGE Sub Total Taxes Grand Total THIS SERVICE A JURISDICTIONS W City Schaumburg Schaumburg Schaumburg Schaumburg Morrisville Elgin ment. Motorola's ence. TITLE TITLE RVICE A ntract Numbe ntract Modifie P.O.# Customer # Bill to Tag# act Start Date ract End Date ayment Cycle Currency MONTHL EXT $9,044 $9,044 $0 $9,044 AMOUNT IS SUBJEC WHERE APPLICABLE SOLUT s Service Terms AGREEME r: USC0000 r: R02-JULY #: N/A #: 10007095 #: 0009 e: 01-JUL-2 e: 30-JUN-2 e: MONTHL y: USD LY EXTE 4.05 4.05 0.00 4.05 CT TO STATE AND LO E, TO BE VERIFIED B IONS State IL IL IL IL NC IL s and Condition DATE DATE ENT 003396 Y-2021 553 021 2022 LY ENDED AMT $108,528.60 $108,528.60 $0.00 $108,528.60 OCAL TAXING BY MOTOROLA ns, a copy of DocuSign Envelope ID: 5E4513BA-2943-4827-A7A1-FB7D36DACFAA CSM 10/8/2021 10/26/2021 Bonnie Hammersley County Manager Revised June 16, 2018 SHADWINN BENSON +1(910)9900884 MOTOROLA REPRESENTATIVE (PRINT NAME) PHONE Company Name : Orange County Contract Number : USC000003396 Contract Modifier : R02-JULY-2021 Contract Start Date : 01-JUL-2021 Contract End Date : 30-JUN-2022 DocuSign Envelope ID: 5E4513BA-2943-4827-A7A1-FB7D36DACFAA Revised June 16, 2018 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; DocuSign Envelope ID: 5E4513BA-2943-4827-A7A1-FB7D36DACFAA Revised June 16, 2018 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. INVOICING AND PAYMENT 8.1 Customer affirms that a purchase order or notice to proceed is not required for the duration of this service contract and will appropriate funds each year through the contract end date. 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. 8.2 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. The Customer will pay all invoices as received from Motorola. At the time of execution of this Agreement, the Customer will provide all necessary reference information to include on invoices for payment in accordance with this Agreement. 8.3 For multi-year service agreements, at the end of the first year of the Agreement and each year thereafter, a CPI percentage change calculation shall be performed using the U.S.Department of Labor, Consumer Price Index, all Items, Unadjusted Urban Areas (CPI-U). Should the annual inflation rate increase greater than 3% during the previous year, Motorola shall have the right to increase all future maintenance prices by the CPI increase amount exceeding 3%. All items, not seasonally adjusted shall be used as the measure of CPI for this price adjustment. Measurement will take place once the annual average for the New Year has been posted by the Bureau of Labor Statistics. For purposes of illustration, if in year 5 the CPI reported an increase of 8%, Motorola may increase the Year 6 price by 5% (8%-3% base) 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 DocuSign Envelope ID: 5E4513BA-2943-4827-A7A1-FB7D36DACFAA Revised June 16, 2018 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. 10.3 If the Customer terminates this Agreement before the end of the Term, for any reason other than Motorola default, then the Customer will pay to Motorola an early termination fee equal to the discount applied to the last three (3) years of Service payments for the original Term. 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 DocuSign Envelope ID: 5E4513BA-2943-4827-A7A1-FB7D36DACFAA Revised June 16, 2018 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 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. 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. DocuSign Envelope ID: 5E4513BA-2943-4827-A7A1-FB7D36DACFAA Attachment A AMENDMENT TO SERVICE AGREEMENT This is an Amendment to the Service Terms and Conditions entered into by Orange County, a local political subdivision of the State of North Carolina ("Customer") and Motorola Solutions, Inc. ("Motorola"), Contract Number: USC000003396. 1. 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, Motorola affirms that Motorola and any of their subcontractors are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement, Motorola certifies that they have not been identified and have not utilized any agent or subcontractor's services on the list created by the State Treasurer according to G.S. 147-86.58. By executing this Agreement, Motorola certifies that they have not been identified and have not utilized any agent or subcontractor's services identified on the list created by the State Treasurer according to G.S. 147-86.81. 2. Non Appropriation. Motorola 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 during the term of this Agreement, the Customer agrees to provide Motorola with immediate notice, and this contract terminated on the last day of the fiscal year, funds were appropriated. The Customer will be responsible for services performed and equipment delivered up to the date of notice of non-appropriation of funds. The Customer shall have no further legal obligation according to this Agreement. 3. This Paragraph Supersedes Paragraph 10.3 of the Service Agreement. Termination. The Customer may terminate this Agreement based upon Motorola's material breach of this Agreement; provided, Motorola has taken all reasonable actions to remedy the breach. The Customer shall give Motorola thirty (30) days' prior written notice of its intent to terminate this Agreement for cause. In the event of termination, Motorola shall be paid that portion of the fees and expenses that it has earned by the date of termination, less any reasonable costs or expenses incurred by the Customer due to errors or omissions directly caused by Motorola. The payment of any funds by the Customer under this Agreement or the waiver by the Customer of any breach of this Agreement shall not constitute a waiver of any claim for reasonable damages by the Customer for any breach of this Agreement. 4. Non-Discrimination. Motorola 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 DocuSign Envelope ID: 5E4513BA-2943-4827-A7A1-FB7D36DACFAA and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement, and the County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not restrict the definition of a breach to discrimination. 5. Signatures. 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 North Carolina General Statute Chapter 66. IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year entered in the Original Service Agreement. For Motorola Solutions, Inc.: For Orange County: ______________________________ ___________________________ , Bonnie Hammersley, County Manager DocuSign Envelope ID: 5E4513BA-2943-4827-A7A1-FB7D36DACFAA ORANGE COUNTY---DEPARTMENT USE ONLY---HARD COPY ONLY ______________________________________________________________________________ Department Party/Vendor Name: Motorola Solutions Party/Vendor Contact Person: Chad Benson Contact Phone: 910-990-0884 Party/Vendor Address: 500 W Monroe St City Chicago State: IL Zip: 60661 Department: Emergency Services - 911 Amount: 108,528.60 Purpose: Radio Maintenance Budget Code(s): 35755120-571000 Vendor # 52626 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date budget Approved by Board Yes No Agenda Date: This Agreement is approved as to technical form and content: Department Director’s Signature ________________________________________ Date: ________ Information Technologies (Applicable only to hardware/software purchases or related services) This Agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This Agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of Risk Management_____________________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This Agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ Revised 10/17 DocuSign Envelope ID: 5E4513BA-2943-4827-A7A1-FB7D36DACFAA 10/8/2021 10/25/2021 10/26/2021 10/26/2021