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HomeMy WebLinkAbout11-71 e t • Resolution No. 11-71 RESOLUTION AUTHORIZING EXECUTION OF SERVICE AGREEMENT NO. S00001007873 WITH MOTOROLA SOLUTIONS, INC. FOR THE MAINTENANCE OF THE CITY-WIDE TRUNKED RADIO SYSTEM 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 Service Agreement No. S00001007873 on behalf of the City of Elgin with Motorola Solutions, Inc. for maintenance of the city-wide trunked radio system, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: April 27, 2011 Adopted: April 27, 2011 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk 0 MOTOROLA SERVICE AGREEMENT Attn:National Service Support/4th fl Contract Number: S00001007873 1301 East Algonquin Road Contract Modifier: RN06-AUG-10 16:28:53 Schaumburg, IL 60196 (800)247-2346 Supersedes Agreement(s): Date: 11/09/2010 Company Name: Elgin Police Dept, City Of Required P.O.: Yes Attn: Customer#: 1000260737 Billing Address: 151 Douglas Bill to Tag#: 0004 City, State, Zip: Elgin, IL 60120 Contract Start Date: 01/01/2011 Customer Contact: Communications Director Contract End Date: 12/31/2011 Phone: (847)289-2778 Anniversary Day: Dec 31st Fax: Payment Cycle: MONTHLY Tax Exempt: Exempt From All Taxes PO#: TBD Qty Model/Option Description Monthly Pay Annual Pay **"*Recurring Services ****' SVC01SVC1101C INFRASTRUCTURE REPAIR WITH ADV REPL $2,165.35 $25,984.20 10 SVC260AA ENH:SMARTNET OPER POSITION 5 SVC260AA ENH:SMARTNET OPER POSITION 1 SVC261AA ENH:CONVENTIONAL SITE 5 SVC262AA ENH:CONVENTIONAL STATION 4 SVC257AA ENH:SMARTNET SITE 20 SVC258AA ENH:SMARTNET STATION SVCO1SVC1102C DISPATCH SERVICE $672.35 $ 8,068.20 1 SVC317AA ENH:911 PSAP(S) 1 SVC317AA ENH:911 PSAP(S) 1 SVC242AC ENH:DISPATCH CENTER LOCATION 1 SVC242AC ENH:DISPATCH CENTER LOCATION 1 SVC242AC ENH:DISPATCH CENTER LOCATION 16 SVC240AA ENH:SMARTNET SITE 4 SVC240AA ENH:SMARTNET SITE 20 SVC241AA ENH:SMARTNET STATION 10 SVC243AA ENH:SMARTNET OPERATOR POSITION 5 SVC243AA ENH:SMARTNET OPERATOR POSITION 1 SVC244AA ENH: CONVENTIONAL SITE 5 SVC245AA ENH: CONVENTIONAL STATION 1 SVC455AE ENH:DISPATCH SITE SVC01SVC1103C NETWORK MONITORING SERVICE $ 560.27 $6,723.24 20 SVC282AA ENH: SMARTNET STATION 10 SVC284AA ENH:SMARTNET OPER POSITION 5 SVC284AA ENH:SMARTNET OPER POSITION 1 SVC273AA ENH:SMARTNET SYSTEM 2 SVC281AA ENH: SMARTNET SITE 4 SVC281AA ENH:SMARTNET SITE SVC01SVC1220C RADIO REPAIR SERVICE(RSA) $ 1,698.60 $20,383.20 41 SVC27AA ENH:XTS5000 50 SVC468AA ENH:RADIO REPAIR MT2000 22 SVCO4AA ENH: CDM1250 352 SVC452AA ENH:RADIO REPAIR HT1000 SVC01SVC1410C ONSITE INFRASTRUCTURE RESPONSE $6,046.15 $72,553.80 1 SVC317AD 911 PSAP 15 SVC318AD 911 PHONE SET 12 SVC319AD 911 CALL TAKER POSITION 17 SVC2I8AA SITES 4 SVC218AA SITES 25 SVC219AA STATION(S) 15 SVC220AA OPERATOR POSITIONS 5 SVC220AA OPERATOR POSITIONS 18 SVC223AA CONTROL STATIONS 8 SVC223AA CONTROL STATIONS 56 SVC224AA REMOTES 1 SVC986AA DISPATCH CENTER LOCATION 1 SVC986AA DISPATCH CENTER LOCATION 1 SVC986AA DISPATCH CENTER LOCATION 1 SVC455AE ENH:DISPATCH SITE SVC01SVC1420C SP-LOCAL INFRASTRUCTURE REPAIR $2,113.27 $25,359.24 67 LIGHT BAR 15 E911 PHONE SET 1 PSAP 12 E911 CALL TAKER POSITION 67 SIREN PACKAGE SVC01SVC1423C LOCAL RADIO SUPPORT SERVICE $ 1,089.07 $ 13,068.84 22 SVCO4AB ENH: CDM1250 19 SVC366AA ENH:LRS MCS2000 15 SVC367AA ENH:LRS MT2000 433 SVC368AA ENH:LRS MTS2000 9 SVC368AA ENH:LRS MTS2000 39 SVC369AA ENH:LRS MTS2000 CONVERTACOM 1671A 28 SVC27AB ENH:XTS5000 22 SVC350AA ENH:LRS HT1000 13 SVC587AB XTL5000-MOBILE SVC01 SVC2007C SP-ONSITE INFRASTRUCTURE RESPONSE $2,251.00 $27,012.00 4 CHANNEL COMBINER 4 UPS 2 GENERATOR 4 MULTICOUPLER 1 SITE(S) 7 PLANT WORKSTATION 2 PLANT VESTA PALLAS SERVER SVC01 SVC2012C SP-CONTRACT ADMINISTRATION SERVICE $441.00 $ 5,292.00 1 SITE(S) 7 PLANT WORKSTATION 1 PLANT VESTA PALLAS SERVER 1 PLANT VESTA PALLAS SERVER SVCO2SVC0015C SP-SUBSCRIBER REPAIR- LOCAL $4,650.71 $ 55,808.52 442 MTS2000 27 MCS2000 SVCO2SVC0029C SP-INFRASTRUCTURE REPAIR/ADVANCED $ 147.15 $ 1,765.80 REPLACEMENT 5 CONSOLE-COMMANDSTAR SVCO2SVC0030C SP-LOCAL REPAIR WITH ONSITE RESPONSE $ 1,048.11 $ 12,577.32 1 NETWORK(S) SVCO2SVC0072A SP- LOCAL TECHNICAL SUPPORT $261.49 $ 3,137.88 1 PSAP SVCO2SVC0081A SP MISSION CONTROL $ 967.90 $ 11,614.80 1 PLANT VESTA PALLAS MTU 1 PSAP 7 PLANT WORKSTATION 2 PLANT VESTA PALLAS SERVER SVCO2SVC0082A SP_SOFTWARE_FIRMWARE_SPT $ 1,002.30 $ 12,027.60 1 PLANT VESTA PALLAS MTU 1 PLANT WORKSTATION 1 PLANT VESTA PALLAS SERVER SPECIAL INSTRUCTIONS -ATTACHSTATEMENTOFWORKFOR Subtotal-Recurring Services $25,114.72 $ 301,376.64 PERFORMANCE DESCRIPTIONS Subtotal-One-Time Event $ .00 $ .00 Services Total $25,114.72 $301,376.64 • Taxes - Grand Total $25,114.72 $301,376.64 THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING JURISDICTIONS WHERE APPLICABLE.TO BE VERIFIED BY MOTOROLA. Subcontractor(s) City State MOTOROLA RADIO SUPPORT ELGIN IL CENTER MOTOROLA SYSTEM SUPPORT ELGIN IL CENTER MOTOROLA-T9 SYSTEM MGR NON IL SCHAUMBURG IL (CE546) MOTOROLA MIDWEST REGION D0074 SCHAUMBURG IL MOTOROLA SYSTEM SUPPORT SCHAUMBURG IL CENTER-NETWORK MGMT D0067 MOTOROLA SYSTEM SUPPORT SCHAUMBURG IL CTR-CALL CENTER D0066 CHICAGO COMMUNICATIONS LLC ELMHURST IL PLANTCML TEMECULA CA PLANTCML TEMECULA CA PLANTCML TEMECULA CA I received Statements of Work that describe the services provided on this Agreement.Motorola's Service Terms and Conditions,a cop of which is attached to thi"eft Agreement, rporated h i this reference. i���/'� City Manager April 27, 2011 AUT RIZED CUSTOMER SI ATURE TITLE DATE City of Elgin CUSTOMER (PRINT NAME) Customer Su :`��' Support Manager March 31. 2011 MOTOROLk REPRESENTATIVE (SIGNATURE) TITLE DATE PATTY BLOCKER 847-683-9560 MOTOROLA REPRESENTATIVE (PRINT NAME) PHONE FAX • 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. Service Terms and Conditions.Rev 8.12.09.doc(CSA formatted) 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. Service Terms and Conditions.Rev 8.12.09.doc(CSA formatted) 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 for work already performed 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 and Customer will not be liable for any work not performed by Motorola. 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 Service Terms and Conditions.Rev 8.12.09.doc(CSA formatted) 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 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. Service Terms and Conditions.Rev 8.12.09.doc(CSA formatted) 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 shall terminate on December 31, 2011, unless otherwise terminated as provided for herin. 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. Service Terms and Conditions.Rev 8.12.09.doc(CSA formatted) AI ► REPORT TO MAYOR & MEMBERS OF CITY COUNCIL E LG I N THE CITY IN THE SUBURBS- AGENDA ITEM: D MEETING DATE: April 13, 2011 ITEM: Renewal of Sole Source Motorola Infrastructure Maintenance Agreement ($301,377) OBJECTIVE: Maintain the operational readiness of the Emergency Radio Communications System telephony infrastructure, as well as the command and control systems of Elgin's weather warning siren network RECOMMENDATION: Authorize the renewal of this sole source Infrastructure Maintenance Agreement with Motorola to maintain the Emergency Communications Infrastructure in the amount of $301,377 BACKGROUND The Elgin emergency communications system in comprised of several systems, described as fol- lows: • Four site Motorola 800MHz Simulcast Trunked Radio system • Primary and backup communications centers • E911 emergency and non-emergency telephone systems • Weather warning siren infrastructure • System monitoring Most of this system has been in place since 1996 and has been maintained by the Motorola Field Service Organization. Due to the high degree of systems that work in concert with one another, Motorola has the unique ability to effectively maintain the system as a whole in order to ensure system integrity. In addition, they have a vast array of replacement parts available to support twenty-four hour maintenance coverage of their systems. Motorola has, throughout its maintenance history, provided excellent service from its technicians. OPERATIONAL ANALYSIS The emergency communications system must be fully operational in order to effectively sup- port public safety personnel in their efforts to provide services to Elgin residents. This is accom- plished by maintaining the related infrastructure on a continuous basis. Over the course of the last two years, several of the system's key components have reached their end of life, further stressing the importance of ensuring that the infrastructure is effectively maintained. Motorola Field Service's access to substantial resources and technical expertise ensures this occurs. INTERESTED PERSONS CONTACTED Public safety personnel from both police and fire have worked together to facilitate the identifi- cation of needs associated with this project. FINANCIAL ANALYSIS The total annual cost of maintenance through Motorola is $301,376.64. This expense is shared among various departments throughout the city. There are sufficient funds budgeted in the ac- count series 40-08— Repair and Maint. /Service Other equipment. BUDGET IMPACT FUND(S) ACCOUNT(S) PROJECT#(S) AMOUNT AMOUNT BUDGETED AVAILABLE Repair& Maint/ Service Other Equip 010-2306-731.40-08 N/A $ 198,100.00 $ 198,100.00 Repair& Maint/ Service Other Equip 010-2802-735.40-08 N/A $ 91,540.00 $ 80,742.00 Repair& Maint/ Service Other Equip 010-3301-751.40-08 N/A $ 62,300.00 $ 58,586.79 Repair& Maint/ Service Other Equip 401-4005-771.40-08 N/A $ 10,290.00 $ 10,290.00 Repair& Maint/ Service Other Equip 430-4202-772.40-08 N/A $ 7,560.00 $ 7,268.00 Repair& Maint/ Service Other Equip 601-4701-796.40-08 N/A $ 5,000.00 $ 5,000.00 Repair& Maint/ Service Other Equip 296-5012-762.40-08 N/A $ 2,820.00 $ 2,820.00 Repair& Maint/ Service Other Equip 401-4002-771.40-08 N/A $ 393,400.00 $ 349,678.18 2 Repair& Maint/ Service Other Equip 401-4004-771.40-08 N/A $ 18,750.00 $ 8,685.76 Repair& Maint/ Service Other Equip 010-1604-717.40-08 N/A $ 5,380.00 $ 5,380.00 Repair& Maint/ Service Other Equip 010-3701-742.40-08 N/A $ 95,000.00 $ 62,974.02 LEGAL IMPACT None. ALTERNATIVES The council may elect not to enter into the maintenance agreement, leaving operational readi- ness of the Emergency Radio Communications System telephony infrastructure, as well as the command and control systems of Elgin's weather warning siren network, unsupported by its manufacturer. NEXT STEPS 1. Execute the Extension to the Maintenance Agreement Originators: Michael Bayard, Public Safety System Specialist Jeffrey Swoboda, Chief of Police Final Review: Colleen Lavery, Chief Financial Officer William A. Cogley, Corporation Counsel/Chief Development Officer Approved: liedi•d• Se n R. Stegall, City Ma er ATTACHMENTS A: Renewal Agreement of Motorola Infrastructure Maintenance 3 • © MOTOROLA SERVICE AGREEMENT Attn:National Service Support/4th fl Contract Number: S00001007873 1301 East Algonquin Road Contract Modifier: RN06-AUG-10 16:28:53 Schaumburg,IL 60196 (800)247-2346 Supersedes Agreement(s): Date: 11/09/2010 Company Name: Elgin Police Dept, City Of Required P.O.: Yes Attn: Customer#: 1000260737 Billing Address: 151 Douglas Bill to Tag#: 0004 City, State, Zip: Elgin, IL 60120 Contract Start Date: 01/01/2011 Customer Contact: Communications Director Contract End Date: 12/31/2011 Phone: (847)289-2778 Anniversary Day: Dec 31st Fax: Payment Cycle: MONTHLY Tax Exempt: Exempt From All Taxes PO# : TBD Qty Model/Option Description Monthly Pay Annual Pay **'F'`* Recurring Services ***** SVC01SVC1101C INFRASTRUCTURE REPAIR WITH ADV REPL $ 2,165.35 $25,984.20 10 SVC260AA ENH: SMARTNET OPER POSITION 5 SVC260AA ENH: SMARTNET OPER POSITION 1 SVC261AA ENH: CONVENTIONAL SITE 5 SVC262AA ENH: CONVENTIONAL STATION 4 SVC257AA ENH: SMARTNET SITE 20 SVC258AA ENH: SMARTNET STATION SVCO1SVC1102C DISPATCH SERVICE $672.35 $ 8,068.20 1 SVC317AA ENH: 911 PSAP(S) 1 SVC317AA ENH:911 PSAP(S) 1 SVC242AC ENH:DISPATCH CENTER LOCATION 1 SVC242AC ENH:DISPATCH CENTER LOCATION 1 SVC242AC ENH:DISPATCH CENTER LOCATION 16 SVC240AA ENH: SMARTNET SITE 4 SVC240AA ENH: SMARTNET SITE 20 SVC241AA ENH: SMARTNET STATION 10 SVC243AA ENH: SMARTNET OPERATOR POSITION 5 SVC243AA ENH: SMARTNET OPERATOR POSITION 1 SVC244AA ENH: CONVENTIONAL SITE 5 SVC245AA ENH: CONVENTIONAL STATION 1 SVC455AE ENH:DISPATCH SITE SVCO1SVC1103C NETWORK MONITORING SERVICE $ 560.27 $6,723.24 20 SVC282AA ENH: SMARTNET STATION 10 SVC284AA ENH: SMARTNET OPER POSITION 5 SVC284AA ENH: SMARTNET OPER POSITION 1 SVC273AA ENH: SMARTNET SYSTEM 2 SVC281AA ENH: SMARTNET SITE 4 SVC281AA ENH: SMARTNET SITE SVCO1SVC1220C RADIO REPAIR SERVICE(RSA) $ 1,698.60 $20,383.20 41 SVC27AA ENH:XTS5000 50 SVC468AA ENH:RADIO REPAIR MT2000 22 SVCO4AA ENH: CDM1250 352 SVC452AA ENH:RADIO REPAIR HT1000 SVCO1SVC1410C ONSITE INFRASTRUCTURE RESPONSE $ 6,046.15 $ 72,553.80 1 SVC317AD 911 PSAP 15 SVC318AD 911 PHONE SET 12 SVC319AD 911 CALL TAKER POSITION 17 SVC218AA SITES 4 SVC218AA SITES 25 SVC219AA STATION(S) 15 SVC220AA OPERATOR POSITIONS • 5 SVC220AA OPERATOR POSITIONS 18 SVC223AA CONTROL STATIONS 8 SVC223AA CONTROL STATIONS 56 SVC224AA REMOTES 1 SVC986AA DISPATCH CENTER LOCATION 1 SVC986AA DISPATCH CENTER LOCATION 1 SVC986AA DISPATCH CENTER LOCATION 1 SVC455AE ENH:DISPATCH SITE SVCO1SVC1420C SP-LOCAL INFRASTRUCTURE REPAIR $2,113.27 $25,359.24 67 LIGHT BAR 15 E911 PHONE SET 1 PSAP 12 E911 CALL TAKER POSITION 67 SIREN PACKAGE SVCO1SVC1423C LOCAL RADIO SUPPORT SERVICE $ 1,089.07 $ 13,068.84 22 SVCO4AB ENH: CDM1250 19 SVC366AA ENH: LRS MCS2000 15 SVC367AA ENH: LRS MT2000 433 SVC368AA ENH:LRS MTS2000 9 SVC368AA ENH:LRS MTS2000 39 SVC369AA ENH:LRS MTS2000 CONVERTACOM 1671A 28 SVC27AB ENH:XTS5000 22 SVC350AA ENH: LRS HT1000 13 SVC587AB XTL5000-MOBILE SVCO1SVC2007C SP-ONSITE INFRASTRUCTURE RESPONSE $2,251.00 $27,012.00 4 CHANNEL COMBINER 4 UPS 2 GENERATOR 4 MULTICOUPLER 1 SITE(S) 7 PLANT WORKSTATION 2 PLANT VESTA PALLAS SERVER SVC01 SVC2012C SP-CONTRACT ADMINISTRATION SERVICE $441.00 $ 5,292.00 1 SITE(S) 7 PLANT WORKSTATION 1 PLANT VESTA PALLAS SERVER 1 PLANT VESTA PALLAS SERVER SVCO2SVC0015C SP-SUBSCRIBER REPAIR- LOCAL $4,650.71 $ 55,808.52 442 MTS2000 27 MCS2000 SVCO2SVC0029C SP- INFRASTRUCTURE REPAIR/ADVANCED $ 147.15 $ 1,765.80 REPLACEMENT 5 CONSOLE-COMMANDSTAR SVCO2SVC0030C SP- LOCAL REPAIR WITH ONSITE RESPONSE $ 1,048.11 $ 12,577.32 1 NETWORK(S) SVCO2SVC0072A SP- LOCAL TECHNICAL SUPPORT $261.49 $ 3,137.88 1 PSAP SVCO2SVC0081A SP MISSION CONTROL $ 967.90 $ 11,614.80 1 PLANT VESTA PALLAS MTU 1 PSAP 7 PLANT WORKSTATION 2 PLANT VESTA PALLAS SERVER SVCO2SVC0082A SP_SOFTWARE_FIRMWARE_SPT $ 1,002.30 $ 12,027.60 1 PLANT VESTA PALLAS MTU 1 PLANT WORKSTATION 1 PLANT VESTA PALLAS SERVER SPECIAL INSTRUCTIONS-ATTACH STATEMENT OF WORK FOR Subtotal - Recurring Services $ 25,114.72 $ 301,376.64 PERFORMANCE DESCRIPTIONS Subtotal-One-Time Event $ .00 $ .00 Services Total $25,114.72 $301,376.64 ---------- Taxes -I Grand Total $ 25,114.721 $ 301.376.64 OCA THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING JURISDICTIONS WHERE APPLICABLE.TO BE VERIFIED BY MOTOROLA Subcontractor(s) City State MOTOROLA RADIO SUPPORT ELGIN IL CENTER MOTOROLA SYSTEM SUPPORT ELGIN IL CENTER MOTOROLA-T9 SYSTEM MGR NON IL SCHAUMBURG IL (CE546) MOTOROLA MIDWEST REGION D0074 SCHAUMBURG IL MOTOROLA SYSTEM SUPPORT SCHAUMBURG IL CENTER-NETWORK MGMT D0067 MOTOROLA SYSTEM SUPPORT SCHAUMBURG IL CTR-CALL CENTER D0066 CHICAGO COMMUNICATIONS LLC ELMHURST IL PLANTCML TEMECULA CA PLANTCML TEMECULA CA PLANTCML TEMECULA CA I received Statements of Work that describe the services provided on this Agreement.Motorola's Service Terms and Conditions,a copy of which is attached to this Service Agreement.is incorporated herein by this reference. AUTHORIZED CUSTOMER SIGNATURE TITLE DATE Cl ITOMER (PRINT NAME) (; t A i J, Customer Support Manager March 31, 2011 MOTOROLA'•REPRESENTATIVE (SIGNATURE) TITLE DATE PATTY BLOCKER 847-683-9560 MOTOROLA REPRESENTATIVE (PRINT NAME) PHONE FAX 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. Service Terms and Conditions.Rev 8.12.09.doc(CSA formatted) 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. Service Terms and Conditions.Rev 8.12.09.doc(CSA formatted) • 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-conformingService or to refund, on apro-rata basis, the feess, 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 for work already performed 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 and Customer will not be liable for any work not performed by Motorola. 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 moneydue upon an open account. This limitation of liabilitywill survive the expiration or termination P P P 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 anypurchase order issued in furtheranceof this gt s 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 Service Terms and Conditions.Rev 8.12.09.doc(CSA formatted) 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 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. Service Terms and Conditions.Rev 8.12.09.doc(CSA formatted) 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 shall terminate on December 31, 2011, unless otherwise terminated as provided for herin. 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. Service Terms and Conditions.Rev 8.12.09.doc(CSA formatted)