HomeMy WebLinkAbout15-112 Resolution No. 15-112
RESOLUTION
AUTHORIZING EXECUTION OF A SERVICES AGREEMENT WITH
MOTOROLA SOLUTIONS FOR MAINTENANCE OF INTRADO 911 AND
NON-EMERGENCY PHONE SYSTEMS
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that
pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that an
exception to the requirements of the procurement ordinance is necessary and in the best interest of
the city; and
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that
Sean R. Stegall, City Manager, be and is hereby authorized and directed to execute a services
agreement on behalf of the City of Elgin with Motorola Solutions for maintenance of Intrado 911 and
non-emergency phone systems, a copy of which is attached hereto and made a part hereof by
reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: August 12, 2015
Adopted: August 12, 2015
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
MOTOROLA SOLUTIONS SERVICES AGREEMENT
Attn:National Service Support/4th fl Contract Number: S00001025108
1301 East Algonquin Road Contract Modifier:
(800)247-2346
Date: 02/13/2015
Company Name: City of Elgin Required P.O.: No
Attn: Customer#: 1000260737
Billing Address: 151 Douglas Bill to Tag# : 0004
City, State, Zip: Elgin, IL 60120 Contract Start Date: 02/01/2015
Customer Contact: Public Safety Systems Specialist Contract End Date: 01/31/2016
Phone: (847)289-2574 Anniversary Day: Jan 31st
Payment Cycle: ANNUAL
PO#:
QTY MODEL/OPTION SERVICES DESCRIPTION MONTHLY EXTENDED
EXT AMT
***** Recurring Services*****
SVC01SVC1101C INFRASTRUCTURE REPAIR WITH ADV REPL $192.50 $2,310.00
2 SVC060AD INTRADO 911 SITE
SVC01SVC1102C DISPATCH SERVICE $72.50 $870.00
2 SVC084AD INTRADO 911 SITE
SVCO1SVC1405C NETWORK PREVENTATIVE MAINTENANCE A $74.06 $888.72
2 SVC126AD INTRADO 911 SITE
SVC01 SVC 1410C ONSITE INFRASTRUCTURE INCLUDED BELOW
RESPONSE-STANDARD-FSO SUPPORT
2 SVC093AD INTRADO 911 SITE
SVC01SVC1420C SP-LOCAL INFRASTRUCTURE REPAIR $553.85 $6,646.20
2 INTRADO 911 SITE
SVCO2SVC0447A SP-INTRADO ONSITE SUPPORT $3,759.84 $45,118.08
18 911 CALL TAKER POSITION
SVCO2SVC0449A SP-INTRADO SOFTWARE SUBSCRIPTION $3,358.97 $40,307.64
2 INTRADO 911 SITE
SVCO2SVC0450A SP-INTRADO SOFTWARE PROTECTION &TECH $830.77 $9,969.24
SUPPORT
2 INTRADO 911 SITE
SPECIAL INSTRUCTIONS-ATTACH Subtotal- Recurring Services $8,842.49 $106,109.88
STATEMENT OF WORK FOR PERFORMANCE DESCRIPTIONS
Subtotal-One-Time Event
Services $ .00 $ .00
Total $8,842.49 $106,109.88
Taxes - -
Intrado Site IDs: Grand Total $8,842.49 $106,109.88
INTRD01401 D33-911 MAIN DISPATCH THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING
CENTER JURISDICTIONS WHERE APPLICABLE,TO BE VERIFIED BY MOTOROLA.
INTRD01401 D34-911 BACKUP DISPATCH
CENTER
Subcontractor(s) City State
MOTOROLA SYSTEM SUPPORT CENTER ELGIN IL
MOTOROLA-STARCOM 21 (D0999) SCHAUMBU IL
RG
MOTOROLA SYSTEM SUPPORT CTR-CALL SCHAUMBU IL
CENTER D0066 RG
INTRADO INC LONGMONT CO
I received Statements of Work that describe the services provided on this Agreement. Motorola's Service Terms
and Cond' oP ,a copy,, hich is a hed to this Service Agreement, is incorporated herein by this reference.
City o '
By: , 4 �� �/ City Manager August 12, 2015
AUTH I I 'ED CUSTOMS , GNATURE TITLE DATE
Sean R. Stegall
CU TOMER (P NT NAME)
n
Customer Support Manager July 8, 2015
MOTOROL REPRESENTATi {GNATURE) TITLE DATE
PATTY BLOCKER 847-683-9560
MOTOROLA REPRESENTATIVE(PRINT NAME) PHONE
Company Name: City of Elgin
Contract Number: S00001025108
Contract Modifier:
Contract Start Date: 02/01/2015
Contract End Date: 01/31/2016
Service Terms and Conditions
Motorola, I nc. ("Motorola")an d the customer nam ed i n t his Agreement("Customer")her eby 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 I nstallation A greement, as ap plicable; and any of her attachments, al I of which ar e
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 C onditions and a grees t o pay the pr ices set forth i n 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 E quipment will be serviced a t I evels s et forth i n the m anufacturer's product m anuals; and
routine service procedures that are prescribed by Motorola will be followed.
4.3. If C ustomer pur chases f rom Mot orola ad ditional equipment t hat bec omes par t of t he s ame
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 s pecifically identify a ny Equipment t hat i s I abeled intrinsically s afe for us e i n
hazardous environments.
Service Terms and Conditions City of Elgin March 6,2013
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 not ify Mo torola of any E quipment failure. Motorola will r espond to
Customer's notification in a m anner consistent with the I evel of Service pur chased as indicated in t his
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; ac cessories, belt c lips, b attery c hargers, c ustom or s pecial products, m odified un its, or
software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or
tower I ighting,du plexer, combiner,or multicoupler. Mot orola h as no ob ligations for an y t ransmission
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 no n-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 i s i nterfacing s o t hat M otorola m ay per form its Services. U nless otherwise stated in t his
Agreement,the hours of Service will be 8:30 a.m.t o 4:30 p.m., I ocal time, excluding weekends an d
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.
Service Terms and Conditions City of Elgin March 6,2013
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 S ervice. MO TOROLA D ISCLAIMS ALL OTHER WARRANTIES, EX PRESS O R I MPLIED,
INCLUDING T HE I MPLIED WARRANTIES 0 F M ERCHANTABILITY A ND F ITNESS F OR 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. T he 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. I f the n on-performing party f ails t o
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.
10.3 Customer may terminate this Agreement (in whole or in part) at any time. To exercise this right,
Customer must pr ovide t o Mot orola formal written notice at least thirty(30) d ays i n a dvance oft he
effective date of the termination. The notice must explicitly state the effective date of the termination and
whether the contract termination is in whole or in part, and i f in part, which part is being terminated. If
Customer exercises t his right t o terminate for convenience, i t will be I iable t o pay Motorola for: 1) the
portion of the C ontract Price attributable to the Equipment and/or Software delivered, and all services
performed, on or bef ore t he effective dat e of t he termination; 2) for reasonable proposal or c ontract
preparation c osts and ex penses; and 3)c osts and ex penses t hat Mot orola i ncurs as a r esult of the
termination of t he A greement, i ncluding b ut not limited t o c osts and ex penses as sociated with
cancellation of subcontracts, restocking fees, and removal of installation or test equipment. If the portion
of the C ontract P rice and/or the recoverable costs and ex penses attributable t o the termination of the
Agreement are not readily ascertainable, Customer will be liable to pay Motorola for the reasonable value
of such Equipment, Software, services, costs and expenses. Notwithstanding the above, Customer shall
have no right to terminate this Agreement for the purpose of procuring any of the same or substantially
similar Equipment, Software, or services from another vendor, or if Motorola has given Customer a notice
of default and such default has not been cured.
Section 11 LIMITATION OF LIABILITY
Except for per sonal i njury or death, Motorola's total I iability, whether for br each 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 U SE,T IME, DATA, GOOD W ILL, REVENUES, PROFITS 0 R SAVINGS; OR OTHER S PECIAL,
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
Service Terms and Conditions City of Elgin March 6,2013
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 al I prior and c oncurrent agreements and understandings between
the par ties, whether written or or al, r elated t o t he S ervices, and t here a re no agr eements or
representations concerning the subject matter of this Agreement except for those expressed herein. The
Agreement m ay n ot b e a mended or m odified ex cept b y a written agreement s igned b y aut horized
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 par ty be bo and by an y t erms contained in a C ustomer purchase or der,
acknowledgement,or other w ritings u nless: the purchase or der, ac knowledgement, or ot her writing
specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify
this A greement; and the purchase or der, ac knowledgement, or ot her writing is s igned b y au thorized
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 a ny person, or us e confidential information or data for an y purpose other than performing its
obligations u nder t his Agreement. T he o bligations set forth i n t his Section s urvive t he expiration or
termination of this Agreement.
13.2. Unless otherwise agreed in writing, no commercial, financial 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 t o pr ovide C ustomer w ith access t o its c onfidential 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 i s solely responsible for obtaining I icenses or ot her aut horizations required b y t he F ederal
Communications Commission or any other federal, state, or local government agency and for complying
with a II r ules and r egulations r equired b y governmental agencies. N either Motorola n or an y 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 a pplies only to those em ployees of Mot orola or its s ubcontractors 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.
Service Terms and Conditions City of Elgin March 6,2013
a -
Section 16 MATERIALS,TOOLS AND EQUIPMENT
All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola
fort he pu rpose of t his A greement w ill be an d r emain t he s ole pr operty of Mot orola. C ustomer w ill
safeguard all such property while it is in Customer's custody or control, be liable for any loss or damage
to this property, an d return it to Motorola upon request. This property will b e hel d by C ustomer 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 an y c ourt r enders an y portion of t his Agreement unenf orceable, the r emaining t erms w ill
continue in full force and effect.
17.2. This A greement a nd the rights and d uties of the p arties will b e g overned a nd i nterpreted 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 m ay as sign i ts r ights and ob ligations, and m ay s ubcontract a ny portion of i ts
performance, under this Agreement.
17.6. This agreement shall terminate upon the effective date of the warranty coverage related to the
City of Elgin contract# 12-23241/CR.
Service Terms and Conditions City of Elgin March 6,2013
f\AAYOR MEEMBE-RS OF 1 I Y COUNCII E LG I N
THE CITY IN THE SUBURBS`
AGENDA ITEM: E
MEETING DATE: July 8, 2015
ITEM:
Maintenance Agreement with Motorola Solutions, Inc. to Support Intrado 911 and Non-
Emergency Phone Systems
($106,110)
OBJECTIVE:
Provide continued support for the Elgin Emergency Communications and Backup Dispatch cen-
ters emergency 911 and non-emergency phone systems.
RECOMMENDATION:
Authorize the maintenance agreement with Motorola Solutions Inc. for the Intrado 911 and
non-emergency phone systems in the amount of$106,110.
The city council in 2013 approved a backup phone system for both emergency (911) and non-
emergency communication. An annual maintenance agreement for the backup system was in-
cluded as part that approval and was incorporated into the city's operating budget. The warran-
ty period for the backup phone system has expired and the city's first annual payment on the
maintenance agreement is now due.
BACKGROUND
The city council in 2012 authorized the purchase of a new police and fire radio system which
included the purchase of a backup emergency (911) and non-emergency phone systems (Intra-
do). System development sessions occurred in 2013, inclusive of Intrado, Motorola Solutions,
and the city's build team. The system was customized for the city's needs and installed at the
primary and backup communications centers. Upon installation, final configuration and training
occurred. The city went live in February 2014 with the new Intrado system, starting the one-
year warranty period from the manufacturer.
Intrado's system provides the gateway between those calling Elgin's communication center for
help and the city's emergency responders. The warranty period has now ended and the police
and fire departments are seeking continued support for this critical component to public safety.
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OPERATIONAL ANALYSIS
The Intrado systems consist of completely redundant infrastructure at the primary and backup
dispatch centers to ensure that the system remains operational despite the loss of either site's
functionality. Prior to these new systems being implemented, there was only a single control
point that existed at the primary center. As these phone systems are required to be continuous-
ly operational, it is recommended that they be maintained by Motorola Solutions Field Service
Organization for hardware and software, inclusive of advance hardware replacements in the
event of a failure.
Support also includes proactive monitoring of the city's systems by Motorola's Managed Net-
work Operations Center on a 24/7/365 basis. This center will automatically initiate the diagno-
sis of issues and dispatch personnel if needed. The proposed contract will support the system
through December 31, 2015.
INTERESTED PERSONS CONTACTED
None.
FINANCIAL ANALYSIS
The cost of the Maintenance Agreement with Motorola Solutions is $106,110, which is less than
the $117,273 that was estimated when the contract was presented to the city council in 2012.
There are sufficient funds in the Police Communications Repair and Maintenance Services
budget to support this contract.
BUDGET IMPACT
FUND(S) ACCOUNT(S) PROJECT AMOUNT AMOUNT
#(S) BUDGETED AVAILABLE
General Fund 010-2306-731.40-08 N/A $208,100 $182,650
LEGAL IMPACT
The proposed agreement requires an exception to the procurement ordinance which requires
approval by two thirds of the members of the city council.
ALTERNATIVES
The city council may elect not to approve the agreement with Motorola Solutions, Inc. and di-
rect staff to seek alternative support methods.
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NEXT STEPS
Execute Maintenance Agreements with Motorola Solutiorfor RFP's submitted.
Originators: Michael Bayard, Public SafetySystni Specialist
Ana Lalley, Commander
Jeffrey Swoboda, Chief of Police
Final Review: Debra Nawrocki, Chief Financial Ulcer
William A. Cogley, Corporation Consel/Chief Development Officer
Richard G. Kozal, Assistant City Maager/Chief Operating Officer
Sean R. Stegall, City Manager
ATTACHMENTS
A. Motorola Solutions Inc., Maintenance Service Agreement
B. Ten Year Spreadsheet from RFP 12-053
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