HomeMy WebLinkAbout12/4/2002 - STAFF REPORTS (14) DATE: December 4, 2002
TO: City Council
FROM: Director of Procurement & Contracting and Director of Information Technology
CONSIDER APPROVAL OF AGREEMENT FOR MOTOROLA RADIO SYSTEM SUPPORT
RECOMMENDATION:
It is recommended that the City Council consider approval of an agreement for maintenance
support of the City's Motorola 800 MHZ Radio System with Motorola Communications and
Electronics, Inc. of Wood Dale, Illinois for the period 7/1102 through 6/30103 in the amount of
$73,127.35.
SUMMARY:
In the past, the City has accepted Motorola's standard terms and conditions for maintenance
and support of the city-wide 800 MHZ radio system which serves public safety, the airport and
all field services. In August, City Council approved the purchase of an additional year of
Motorola support. The City attorney's staff negotiated with Motorola to leverage use of as much
of the City's standard terms and conditions as possible. Since the resultant document still
contains variances with the City's Standard Agreement terms, the agreement is being brought
back to the City Council for consideration. The Agreement and the comments from Burke,
Williams & Sorensen are attached.
BACKGROUND:
The City's Motorola 800 MHZ radio system supports the radio traffic generated by City
departments in delivering services to the community including Police, Fire and Airport. The
proprietary nature of some of the technology utilized in this complex communications system
results in only a single source, Motorola, being capable of delivering the maintenance support
necessary to keep the entire system operable.
On August 7`h,2002, City Council approved the purchase of maintenance support from Motorola
for the City's radio system in an amount not to exceed $75,002. Supporting paperwork
identifying the equipment to be serviced and including terms and conditions were presented to
the City for signature. The City Manager requested that the City Attorney review the paperwork
prior to execution on behalf of the City.
The City Attorney declined to sign off of the supporting documentation (which was on
Motorola's form) citing a number of objectionable terms. The City Attorney noted that in 1993
the City had developed a contract that Motorola accepted (that agreement was for the purchase
of the 800 MHZ system).
In early September the matter was referred to the City Attorney's staff to see if they could
resolve the issues to the City Attorney's satisfaction and the City's benefit.
The City Attorney's staff negotiated with Motorola's legal representatives and have developed
a contract services agreement covering the support services. There are still substantial
differences in this agreement when compared to a City-standard agreement. Because of these
differences, this agreement is being brought back to the City Council for consideration.
Attached are comments from the City Attorney's staff and a copy of the resultant agreement.
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It should be noted that the discount noted in Item 1 of the Memorandum has been taken by the
City in the past. Motorola typically offers this payment option with its initial invoicing. By
requesting City Council to approve the non-discounted amount of$75,002, City staff intended
to reserve the option of paying on a monthly basis in order to maintain the ability to withhold
payment if Contractor performance so warranted.
Funds have been budgeted for this purpose and are available in the following accounts:
001-1120-42980 Information Services Radio Maintenance $53,750
415-6225-42980 Airport Radio Maintenance $21,252
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HAROLD E. GOOD, CPPO JAMES W. ONGE
Director of Procurement & Contracting iz ector of Information Technology
APPROVEd`�__�
City Manager
ATTACHMENTS:
1. Minute Order
2. Office Memorandum from Burke, Williams & Sorensen, LLP
3. Agreement
REVIEWED BY DEPT.OF FINANCE
BURKE,WILLIAMS & SORENSEN, LLP
OFFICE MEMORANDUM
TO: Brice Johnson, Senior Contracting
Specialist CC: David J. Aleshire, City Attorney
David H. Ready, City Manager
FROM: Dawn C. Honeywell, Esq.
Deputy City Attorney
FILE NO. 04195-0001
DATE: November 12, 2002
RE: Comments on Motorola Contract Services Agreement Discrepancy from Standard
Form Contract-For Staff Report Inclusion
Pursuant to your request, we have extensively negotiated with Motorola's legal
representative to obtain a contract services agreement for Motorola's maintenance and servicing
of our communications systems at City facilities. The proposed agreement is considerably more
clear and close to our standard service contract agreement than the originally proposed version.
However,the following areas do differ from our standard services contract and should be pointed
out to Council in their consideration of this agreement.
1. In Section 2, the proposed contract amount is paid in advance on a yearly basis,
rather than being billed on a month-to-month basis for services rendered. This practice allows
the City to receive a 2.5% discount in the overall contract price. Therefore, the contract sum is
$73,127.35,rather than the$75,002.40 amount that it would otherwise be. In addition, the
prepayment for a year would presumably save some administrative time rather than processing
individual monthly contract service statements. This practice of paying a year in advance for this
particular service is consistent with the City's prior practice for this service.
Due to the fact that the services are being paid for a year in advance, the usual
provision about withholding funds in the event of failure to perform is not available. However,
in the event of a termination, a reimbursement of any funds paid in advance would be due.
2. Motorola would not agree to any liquidated damages amount for this contract
price.
3. There is a limit on Motorola's indemnity of their overall liability under the
contract to a maximum amount of the value of the contract. In other words, the $73,000.
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TO: The Honorable Mayor and
The City Council of the City of Palm Springs
November 12, 2002
Page 2
The above represents the significant deviations from our standard requirements in
the Agreement. Any attempt to obtain greater indemnities or other assurances would result in an
increase cost of the service of an undetermined amount.
Respectfally submitted,
Dawn C. Honeywell
Deputy City Attorney
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CITY OF PALM SPRINGS
CONTRACT SERVICES AGREEMENT FOR
THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and
entered into this day of 2002, by and between the CITY OF
PALM SPRINGS, a municipal corporation, (herein "City") and Motorola, Inc. (herein
"Contractor"). (The term Contractor includes professionals performing in a consulting capacity.)
The parties hereto agree as follows:
1.0 SERVICES OF CONTRACTOR
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, the Contractor shall provide those services specified in the "Scope of Services"
attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be
referred to herein as the "services" or "work" hereunder. There are two discrete statements of
work in the Scope of Services in Exhibit A, one for the Depot Infrastructure repair and one for
the Local On-site Infrastructure repair, each has its own Coverages and Exclusions as listed in
each statement of work. In the event of any inconsistency between the terms of Exhibit A and
this Agreement, the terms of this Agreement shall govern. As a material inducement to the City
entering into this Agreement, Contractor represents and warrants that Contractor is a provider of
first class work and services and Contractor is experienced in performing the work and services
contemplated herein and, in light of such status and experience, Contractor covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be of good quality, and appropriate for Public Safety
communications maintenance. For purposes of this Agreement, the phrase "highest
professional standards" shall mean those standards of practice recognized by one or more first-
class firms performing similar work under similar circumstances.
Contractor will provide the Services generally described in this Agreement. Certain
Services may require more particular description or definition, or may require detailed
Statement(s) of Work. If particular descriptions or detailed Statement(s) of Work are required,
and are therefore attached to this Agreement, Contractor and City hereby agree to be bound by
any additional terms included in those Attachments, which are fully incorporated in this
Agreement as set forth in Section 1.
If Contractor is providing Services for Equipment: (i) Contractor parts or parts of equal
quality will be used; (ii) the Equipment will be Serviced as set forth in Contractor's product
service manuals; and, (iii) routine service procedures that are prescribed from time to time by
Contractor for its products will be followed.
Any equipment purchased by City from Contractor that is or becomes part of the same
communications system as the Equipment covered under this Agreement ("Additional
Equipment") will be automatically added to this Agreement and will be billed at the applicable
rates as specified in this Agreement after the warranty period has expired.
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All Equipment must be in good working order on the Date first referenced above or at the
time the Equipment is added to the Agreement. City must provide a complete serial and model
number list either prior to the Start Date or prior to the time that the Equipment is added to the
Agreement.
City must specifically identify any Equipment that is labeled intrinsically safe for use in
hazardous environments.
City must promptly notify Contractor in writing when any Equipment is lost, damaged,
stolen or taken out of service.
1.2 Contractor's Proposal. The Scope of Service shall include the
Contractor's proposal or bid which shall be incorporated herein by this reference as though fully
set forth herein. In the event of any inconsistency between the terms of such proposal and this
Agreement, the terms of this Agreement shall govern.
1.3 Compliance with Law. All services rendered hereunder shall be provided
in accordance with all applicable ordinances, resolutions, statutes, rules, and regulations of the
City, which will be provided by City to Contractor for Contractor's review and confirmation, and
any applicable Federal, State or local governmental agency having jurisdiction in effect at the
time service is rendered.
1.4 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its
sole cost and expense such licenses, permits and approvals as may be required by law for the
performance of the services required by this Agreement. Contractor shall have the sole
obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest,
which may be imposed by law and arise from or are necessary for the Contractor's performance
of the services required by this Agreement, and shall indemnify, defend and hold harmless City
against any such fees, assessments, taxes penalties or interest levied, assessed or imposed
against City hereunder.
1.5 Familiarity with Work. By executing this Contract, Contractor warrants
that Contractor (a) has thoroughly investigated and considered the scope of services to be
performed, (b) has carefully considered how the services should be performed, and (c) fully
understands the facilities, difficulties and restrictions attending performance of the services
under this Agreement. If the services involve work upon any site, Contractor warrants that
Contractor has or will investigate the site and is or will be fully acquainted with the conditions
there existing, prior to commencement of services hereunder. Should the Contractor discover
any latent or unknown conditions, which will materially affect the performance of the services
hereunder, Contractor shall immediately inform the City of such fact and shall not proceed
except at Contractor's risk until written instructions are received from the Contract Officer.
1.6 Care of Work. The Contractor shall adopt reasonable methods during the
life of the Agreement to furnish continuous protection to the work, and the equipment, materials,
papers, documents, plans, studies and/or other components thereof to prevent losses or
damages, and shall be responsible for all such damages, to persons or property to the extent
such damages are attributable to Contractor's negligence.
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1.7 Further Responsibilities of Parties. Both parties agree to use reasonable
care and diligence to perform their respective obligations under this Agreement. Both parties
agree to act in good faith to execute all instruments, prepare all documents and take all actions
as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter
specified, neither party shall be responsible for the service of the other.
1.8 Additional Services. City shall have the right at any time during the
performance of the services, without invalidating this Agreement, to order extra work beyond
that specified in the Scope of Services or make changes by altering, adding to or deducting from
said work. No such extra work may be undertaken unless a written order is first given by the
Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum,
and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written
approval of the Contractor. Any increase in compensation of up to five percent (5%) of the
Contract Sum or $25,000; whichever is less, or in the time to perform of up to one hundred
eighty (180) days may be approved by the Contract Officer. Any greater increases, taken either
separately or cumulatively must be approved by the City Council. It is expressly understood by
Contractor that the provisions of this Section shall not apply to services specifically set forth in
the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges
that it accepts the risk that the services to be provided pursuant to the Scope of Services may
be more costly or time consuming than Contractor anticipates and that Contractor shall not be
entitled to additional compensation therefore during the current service year.
1.9 Special Requirements. Additional terms and conditions of this
Agreement, if any, which are made a part hereof are set forth in the "Special Requirements"
attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a
conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the
provisions of Exhibit "B"shall govern.
2.0 COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement for
the current service year as defined in Section 3.4, the Contractor shall be compensated
$73,127.35 (herein "Contract Sum"), except as provided in Section 1.8. This Contract Sum
reflects a 2.5% discount off the total contract price of $75,002.40 for pre-payment by the City at
the beginning this contract period. If in subsequent years City decides not to pay an annual one
lump sum at the beginning of that contract period, then the Contract Sum for that period will be
increased by 2.5%. City's obligation to pay Service fees ("Service Fees") for Equipment that is
lost, damaged, stolen or taken out of service will terminate at the end of the month in which
Contractor receives such written notice and the reduction in Service Fees will be calculated
using the amount for such equipment as stated in the Scope of Services in Exhibit A.
2.2 Method of Payment. Method of payment will be a lump sum as described
above.
3.0 PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this
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Agreement.
3.2 Schedule of Performance. Contractor shall commence the services
pursuant to this Agreement upon execution of this Agreement and shall perform all services
within the time period(s) established in the "Schedule of Performance" attached hereto as
Exhibit "D", if any, and incorporated herein by this reference. When requested by the
Contractor, extensions to the time period(s) specified in the Schedule of Performance may be
approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days
cumulatively.
3.3 Force Maieure. The time period(s) specified in the Schedule of
Performance for performance of the services rendered pursuant to this Agreement shall be
extended because of any delays due to unforeseeable causes beyond the control and without
the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the
public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine
restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental
agency, including the City, if the Contractor shall within ten (10) days of the commencement of
such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer
shall ascertain the facts and the extent of delay, and extend the time for performing the services
for the period of the enforced delay when and if in the judgment of the Contract Officer such
delay is justified. The Contract Officer's determination shall be final and conclusive upon the
parties to this Agreement. In no event shall Contractor be entitled to recover damages against
the City for any delay in the performance of this Agreement, however caused, Contractor's sole
remedy being extension of the Agreement pursuant to this Section. Notwithstanding the
foregoing, if either party desires to challenge such finding, the party, may proceed to Non-
binding arbitration.
3.4 Term. The service year is from July 1, 2002 to June 30, 2003 ("Service
Year"). Unless earlier terminated in accordance with Section 7.8 of this Agreement, this
Agreement shall continue in full force and effect until completion of the services but not
exceeding one (1) year from the date hereof. The City may renew this Agreement for three
additional one-year terms.
4.0 COORDINATION OF WORK
4.1 Representative of Contractor. The following principals of Contractor are
hereby designated as being the principals and representatives of Contractor authorized to act in
its behalf with respect to the work specified herein and make all decisions in connection
therewith:
It is expressly understood that the experience, knowledge, capability and reputation of
the foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Contractor and devoting sufficient time to personally supervise the
services hereunder. For purposes of this Agreement, the foregoing principals may not be
replaced nor may their responsibilities be substantially reduced by Contractor without the
express written approval of City.
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4.2 Contract Officer. The Contract Officer shall be such person as may be
designated by the City Manager of City. It shall be the Contractor's responsibility to assure that
the Contract Officer is kept informed of the progress of the performance of the services and the
Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless
otherwise specified herein, any approval of City required hereunder shall mean the approval of
the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf
of the City required hereunder to carry out the terms of this Agreement. In order to ensure that
there is coverage during emergencies, City will provide Contractor with designated points of
contact (list of names and phone numbers) that will be manned twenty-four (24) hours per day,
seven (7) days per week and a procedure to enable City's personnel to maintain contact, as
needed, with Contractor.
4.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability and reputation of Contractor, its principals and employees were a
substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not
contract with any other entity to perform in whole or in part the services required hereunder
without the express written approval of the City. Notwithstanding the foregoing, City
understands that in order to provide maintenance to the City, Contractor will from time-to-time
subcontract work under this Agreement. Contractor currently intends to subcontract Services to
ComSerCo; however, in the event ComSerCo is unwilling or unable to perform such Services,
Contractor will provide the name or names of potential subcontractors to the City. The City will
not unreasonably withhold its approval of such subcontractor. If the Services are of an urgent
safety or system matter and Contractor must provide such services City agrees that Contractor
may use whatever subcontractor is capable of completing such urgent Services. In the event
that Contractor subcontracts any part of this Agreement, Contractor agrees to retain all
obligations, duties, responsibilities, and liabilities in the performance of this Agreement.
In addition, neither this Agreement nor any interest herein may be transferred,
assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether
for the benefit of creditors or otherwise, without the prior written approval of City. Except that
Contractor may assign this Agreement to its right to receive payment without the prior written
consent of City. Contractor shall promptly notify City of any such assignment
4.4 Independent Contractor. Neither the City nor any of its employees shall
have any control over the manner, mode or means by which Contractor, its agents or
employees, perform the services required herein, except as otherwise set forth herein. City
shall have no voice in the selection, discharge, supervision or control of Contractor's
employees, servants, representatives or agents, or in fixing their number, compensation or
hours of service. Contractor shall perform all services required herein as an independent
contractor of City and shall remain at all times as to City a wholly independent contractor with
only such obligations as are consistent with that role. Contractor shall not at any time or in any
manner represent that it or any of its agents or employees are agents or employees of City.
City shall not in any way or for any purpose become or be deemed to be a partner of Contractor
in its business or otherwise or a joint venturer or a member of any joint enterprise with
Contractor.
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5.0 INSURANCE, INDEMNIFICATION AND BONDS
5.1 Insurance. The Contractor shall procure and maintain, at its sole cost
and expense, in a form and content satisfactory to City, during the entire term of this Agreement
including any extension thereof, the following policies of insurance:
(a) Commercial General Liability Insurance. A policy of commercial general liability
insurance written on a per occurrence basis with a combined single limit of at least
$1,000,000 bodily injury and property damage including coverages for contractual
liability, personal injury, independent contractors, broad form property damage, products
and completed operations. The Commercial General Liability Policy shall name the City
of Palm Springs as an additional insured The Commercial General Liability Insurance
shall name the City, its officers, and employees as additional insured.
(b) Worker's Compensation Insurance. A policy of worker's compensation insurance
in such amount as will fully comply with the laws of the State of California and which will
include $1,000,000 employer's liability.
(c) Business Automobile Insurance. A policy of business automobile liability
insurance written on a per occurrence basis with a single limit liability in the amount of
$1,000,000 bodily injury and property damage, Said policy shall include coverage for
owned, non-owned, leased and hired cars.
All of the above policies of insurance shall be primary insurance. The insurer shall waive
all rights of subrogation and contribution it may have against the City,,its officers, employees
and agents, and their respective insurers. In the event any of said policies of insurance are
canceled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance
in conformance with this Section 5.1 to the Contract Officer. No work or services under this
Agreement shall commence until the Contractor has provided the City with Certificates of
Insurance or appropriate insurance binders evidencing the above insurance coverages and said
Certificates of Insurance or binders are approved by the City.
The contractor agrees that the provisions of this Section 5.1 shall not be construed as
limiting in any way the extent to which the Contractor may be held responsible for the payment
of damages to any persons or property resulting from the Contractor's activities or the activities
of any person or person for which the Contractor is otherwise responsible.
In the event the Contractor subcontracts any portion of the work in compliance with
Section 4.3 of this Agreement the contract between the Contractor and such subcontractor shall
require the subcontractor to maintain the same polices of insurance that the Contractor is
required to maintain pursuant to this Section.
5.2 Indemnification. Contractor agrees to indemnify the City, its officers,
agents and employees against, and will hold and save them and each of them harmless from,
any and all actions, suits, claims, damages to persons or property, losses, costs, penalties,
obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or
claimed by any person, firm or entity arising out of or in connection with the negligent
performance of the work, operations or activities of Contractor, its agents, employees,
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subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions
of Contractor hereunder, or arising from Contractor's negligent performance:
(a) Contractor will defend any action or actions filed in connection
with any of said claims or liabilities and will pay all costs and expenses, including legal costs
and attorneys' fees incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered against the
City, its officers, agents or employees for any such claims or liabilities arising out of or in
connection with the negligent performance of, operations or activities of Contractor hereunder;
and Contractor agrees to save and hold the City, its officers, agents, and employees harmless
therefrom;
(c) In the event the City, its officers, agents or employees is made a
party to any action or proceeding filed or prosecuted against Contractor for such damages or
other claims arising out of or in connection with the negligent performance of, operation or
activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or
employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys'
fees.
5.3 Performance Bond. Not applicable.
5.4 Sufficiency of Insurer or Surety. Insurance or bonds required by this
Agreement shall be satisfactory only if issued by companies qualified to do business in
California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating
Guide or in the Federal Register, and only if they are of a financial category Class VII or better,
unless such requirements are waived by the City Manager or designee of the City ("City
Manager") due to unique circumstances. During a review of insurance requirements, to be
performed no sooner than every three years, if the City Manager determines that the work or
services to be performed under this Agreement creates an increased or decreased risk of loss
to the City, the Contractor agrees that the minimum limits of the insurance policies and the
performance bond required by this Section 5 may be changed accordingly upon receipt of
written notice from the City Manager or designee; provided that the Contractor shall have the
right to appeal a determination of increased coverage by the City Manager to the City Council of
City within ten (10) days of receipt of notice from the City Manager, and if Contractor is still not
satisfied, City agrees to submit the issue to Non-binding Arbitration.
6.0 REPORTS AND RECORDS
6.1 Reports. Contractor shall periodically prepare and submit to the Contract
Officer such reports concerning the performance of the services required by this Agreement as
the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly
concerned about the cost of work and services to be performed pursuant to this Agreement.
For this reason, Contractor agrees that if Contractor becomes aware of any facts,
circumstances, techniques, or events that may or will materially increase or decrease the cost of
the work or services contemplated herein or, if Contractor is providing design services, the cost
of the project being designed, Contractor shall promptly notify the Contract Officer of said fact,
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circumstance, technique or event and the estimated increased or decreased cost related thereto
and, if Contractor is providing design services, the estimated increased or decreased cost
estimate for the project being designed.
6.2 Records. Except for proprietary records or data, which may include but is
not limited to the following, pricing formulas, product pricing strategies, technical data, employee
lists, or product costs. Contractor shall keep, and require subcontractors to keep, such books
and records as shall be necessary to perform the services required by this Agreement and
enable the Contract Officer to evaluate the performance of such services. The Contract Officer
shall have full and free access to such books and records at all times during normal business
hours of City, including the right to inspect, copy, audit and make records and transcripts from
such records. Such records shall be maintained for a period of three (3) years following
completion of the services hereunder, and the City shall have access to such records in the
event any audit is required.
6.3 Ownership of Documents. All drawings, specifications, reports, records,
documents and other materials prepared by Contractor, its employees, subcontractors and
agents in the performance of this Agreement shall be the property of City and shall be delivered
to City upon request of the Contract Officer or upon the termination of this Agreement, and
Contractor shall have no claim for further employment or additional compensation as a result of
the exercise by City of its full rights of ownership of the documents and materials hereunder.
Any use of such completed documents for other projects and/or use of uncompleted documents
without specific written authorization by the Contractor will be at the City's sole risk and without
liability to Contractor, and the City shall indemnify the Contractor for all damages resulting
therefrom. Contractor may retain copies of such documents for its own use. Contractor shall
have an unrestricted right to use the concepts embodied therein. All subcontractors shall
provide for assignment to City of any documents or materials prepared by them, and in the
event Contractor fails to secure such assignment, Contractor shall indemnify City for all
damages resulting therefrom.
6.4 Release of Documents. The drawings, specifications, reports, records,
documents and other materials prepared by Contractor in the performance of services under
this Agreement shall not be released publicly without the prior written approval of the Contract
Officer.
7.0 ENFORCEMENT OF AGREEMENT
7.1 California Law. This Agreement shall be construed and interpreted both
as to validity and to performance of the parties in accordance with the laws of the State of
California. Legal actions concerning any dispute, claim or matter arising out of or in relation to
this Agreement shall be instituted in the Superior Court of the County of Riverside, State of
California, or any other appropriate court in such county, and Contractor covenants and agrees
to submit to the personal jurisdiction of such court in the event of such action.
7.2 Disputes. In the event of any dispute arising under this Agreement, the
injured party shall notify the injuring party in writing of its contentions by submitting a claim
therefor. The injured party shall continue performing its obligations hereunder so long as the
injuring party commences to cure such default within ten (10) days of service of such notice and
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completes the cure of such default within forty-five (45) days after service of the notice, or such
longer period as may be permitted by the injured party; provided that if the default is an
immediate danger to the health, safety and general welfare, such immediate action may be
necessary. Compliance with the provisions of this Section shall be a condition precedent to
termination of this Agreement for cause and to any legal action, and such compliance shall not
be a waiver of any party's right to take legal action in the event that the dispute is not cured,
provided that nothing herein shall limit City's or the Contractor's right to terminate this
Agreement without cause pursuant to Section 7.8.
7.3 Retention of Funds. Not applicable to this Agreement.
7.4 Waiver. No delay or omission in the exercise of any right or remedy by a
nondefaulting party on any default shall impair such right or remedy or be construed as a
waiver. A party's consent to or approval of any act by the other party requiring the party's
consent or approval shall not be deemed to waive or render unnecessary the other party's
consent to or approval of any subsequent act. Any waiver by either party of any default must be
in writing and shall not be a waiver of any other default concerning the same or any other
provision of this Agreement.
7.5 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the
parties are cumulative and the exercise by either party of one or more of such rights or
remedies shall not preclude the exercise by it, at the same or different times, of any other rights
or remedies for the same default or any other default by the other party.
7.6 Legal Action. In addition to any other rights or remedies, either party may
take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages
for any default, to compel specific performance of this Agreement, to obtain declaratory or
injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.
7.7 Liquidated Damages. Since the determination of actual damages for any
delay in performance of this Agreement would be extremely difficult or impractical to determine
in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and
shall pay to the City the sum of NONE ($ ) as
liquidated damages for each working day of delay in the performance of any service required
hereunder, as specified in the Schedule of Performance (Exhibit "D"). The City may withhold
from any monies payable on account of services performed by the Contractor any accrued
liquidated damages.
7.8 Termination Prior to Expiration Of Term. This Section shall govern any
termination of this Agreement except as specifically provided in the following Section for
termination for cause. The City reserves the right to terminate this Agreement at any time, with
or without cause, upon thirty (30) days' written notice to Contractor, except that where
termination is due to the fault of the Contractor, the period of notice may be such shorter time as
may be determined by the Contract Officer. In addition, the Contractor reserves the right to
terminate this Agreement at any time upon, with or without cause, upon sixty (60) days' written
notice to City, except that where termination is due to the fault of the City, the period of notice
may be such shorter time as the Contractor may determine. Upon receipt of any notice of
Palm Springs 0
termination, Contractor shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer. Except where the Contractor has initiated
termination, the Contractor shall be entitled to compensation for all services rendered prior to
the effective date of the notice of termination and for any services authorized by the Contract
Officer thereafter in accordance with the Schedule of Compensation or such as may be
approved by the Contract Officer, except as provided in Section 7.3. In the event the Contractor
has initiated termination, the Contractor shall be entitled to compensation only for the
reasonable value of the work product actually produced hereunder. In the event of termination
without cause pursuant to this Section, the terminating party need not provide the non-
terminating party with the opportunity to cure pursuant to Section 7.2.
7.9 Termination for Default If either party defaults in the performance of any
of its obligations set forth in this Agreement and the default remains uncured for a period of
thirty (30) days after receipt by such party of written notice from the other party detailing the
specific contractual obligation and the nature of the default thereunder, then the injured party, in
addition to any other rights available to it under law, may immediately terminate this Agreement
effective upon the giving of notice in writing to the defaulting party. Any termination of this
Agreement will not relieve either party of obligations previously incurred pursuant to this
Agreement, including but not limited to payments which may be due and owing at the time of
termination. Upon the effective date of termination, Contractor will have no further obligation to
provide Services.
If this Agreement is terminated any balance for services not rendered will be
refunded to the City.
In the event that any sum of money owed by City is not paid when due and
remains unpaid for a period of thirty (30) days after receipt by Contractor of written notice of
such delinquency, Contractor may terminate this Agreement effective upon thirty (30) days
written notice.
7.10 Attorneys' Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this Agreement,
the prevailing party in such action or proceeding, in addition to any other relief which may be
granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's
fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's
fees shall be entitled to all other reasonable costs for investigating such action, taking
depositions and discovery and all other necessary costs the court allows which are incurred in
such litigation. All such fees shall be deemed to have accrued on commencement of such
action and shall be enforceable whether or not such action is prosecuted to judgment.
8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees. No officer or employee of
the City shall be personally liable to the Contractor, or any successor in interest, in the event of
any default or breach by the City or for any amount which may become due to the Contractor or
to its successor, or for breach of any obligation of the terms of this Agreement.
Palm Springs v4
l Re4ly
8.2 Conflict of Interest. No officer or employee of the City shall have any
financial interest, direct or indirect, in this Agreement nor shall any such officer or employee
participate in any decision relating to the Agreement which effects his financial interest or the
financial interest of any corporation, partnership or association in which he is, directly or
indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that
it has not paid or given and will not pay or give any third party any money or other consideration
for obtaining this Agreement.
8.3 Covenant Against Discrimination. Contractor covenants that, by and for
itself, its heirs, executors, assigns, and all persons claiming under or through them, that there
shall be no discrimination against or segregation of, any person or group of persons on account
of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance
of this Agreement. Contractor shall take affirmative action to insure that applicants are
employed and that employees are treated during employment without regard to their race, color,
creed, religion, sex, marital status, national origin, or ancestry.
9.0 MISCELLANEOUS PROVISIONS
9.1 Notice. Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other party or any other person
shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of
the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM
SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to
the person at the address designated on the execution page of this Agreement. Either party
may change its address by notifying the other party of the change of address in writing. Notice
shall be deemed communicated at the time personally delivered or in seventy-two (72) hours
from the time of mailing if mailed as provided in this Section.
9.2 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or against
either party by reason of the authorship of this Agreement or any other rule of construction
which might otherwise apply.
9.3 Integration; Amendment. It is understood that there are no oral
agreements between the parties hereto affecting this Agreement and this Agreement
supersedes and cancels any and all previous negotiations, arrangements, agreements and
understandings, if any, between the parties, and none shall be used to interpret this Agreement.
This Agreement may be amended at any time by the mutual consent of the parties by an
instrument in writing.
9.4 Severability. In the event that any one or more of the phrases,
sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared
invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such
invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses,
paragraphs, or sections of this Agreement which are hereby declared as severable and shall be
interpreted to carry out the intent of the parties hereunder unless the invalid provision is so
material that its invalidity deprives either party of the basic benefit of their bargain or renders this
Agreement meaningless.
Palm Springs v4
9.5 Corporate Authority. The persons executing this Agreement on behalf of
the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly
authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing
this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the
entering into this Agreement does not violate any provision of any other Agreement to which
said party is bound.
IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as
of the date first written above
ATTEST:
By:
City Clerk
APPROVED AS TO FORM:
By:
City Attorney
Corporations require two notarized signatures: One from each of the following: A. Chairman of
Board, President, or any Vice President: AND B. Secretary, Assistant Secretary, Treasurer,
Assistant Treasurer, or Chief Financial Officer).
CITY OF PALM SPRINGS,
a municipal corporation
By City Manager
[Signatures continued on following page]
Palm Springs v4
/c'2 4416
(Check one: —individual _ Partnership
XXX Corporation)
CONTRACTOR: Motorola, Inc.
By Signature (Notarized)
Larry Ols n
CEVice
Print Name &Title
By: i Q Signature (Notarized)
Daniel P. Russell
Assistant Secretary
Print Name &Title
Mailing Address: Motorola, Inc. - CGI$S
6450 Sequence Drive
San Diego, CA 92121
REVIE1NEO AND APPROVED
AS TO FORA
O NunuA K. PADUUCK
MG I OROLA
GDh'; . .CTS ANP CV.mftIAK E DrPT,
Palm Springs v4
JURAT WITH AFFIANTT STATEMENT
State of
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County of
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❑ See Statement Below (Lines 1 — 11 to be completed only by document signer[s], notthe Notary)
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11 Signature of Document Signer No.1 Signature of Document Signer No.2(il any)
Subscribed and sworn.� IIto (or affirmed) before me
�MARY K. REBBERf this �� day of N , 4g9 0 by
Canmtsslon�124WO Dale Month Year
Notary Public-caRorntti (1) CA,rr�0 f sro
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OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent removal and reattachment of this form to another document.
Wiffiffi
Further Description of Any Attached Document Top of thumb here Top of thumb here
Title or Type of Document:, li-)
Document Date: oy Number of Pages: 13
Signer(s) Other Than Named Above�i��C��
m 1995 National Notary Association•8236 Remmet Ave.,P.O.Box 7184•Canoga Park,CA 91309-7184 Prod.No.5913 Reorder.Call Tall-Free 1-800-976-6827
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JURAT WITH AFFIANTL STATEMENT
State of Qd'fBY l
County of �a r.� 1 QGp� } ss.
I�See Attached Document (Notary to cross out lines 1 — 11 below)
ee Statement Below (Lines 1 — 11 to be completed only by document signer[s], not the Notary)
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Signature of Document Signer Na.7 Signature of Document Slgnar No.2(II any)
Subscribed and sworn, Ito (or affirmed) before me
NARY K.REBBERf this lit day of '` ITVUL4.16✓ #920 UZr by
"C Date p Month Year
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OPTIONAL
Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent
fraudulent removal and reattachment of this form to another document.
Further Description of_A,ny'1`Atttached Document Top of thumb here Top of thumb here
Title or Type of Document:f4'YV'� &-Vcs
Document Date: rw Number of Pages: f 3
Signer(s) Other Than Named Above: TIC fui�
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01995 Natlonal Notary Assoc almn•8235 Pemmet Ave,P.O.Box 7184•Canoga Park,CA 91309-7184 Prod.No.5913 Puri Call Toll-Free i-SM-876-6827
/a,4 /4�
Statement of Work
Depot Infrastructure Repair with Advanced Replacement
1.0 Description of Services
Depot Infrastructure Repair provides repair service to Motorola and select third party
Infrastructure as set forth in the applicable attached Exhibit, all of which are hereby
incorporated by this reference. Equipment is serviced down to the component level at the
Motorola System Support Center(SSC). At Motorola's discretion, select third party
Infrastructure maybe sent to the original equipment manufacturer or third party vendor for
repair. If third party Infrastructure is no longer supported by the original equipment
manufacturer, Motorola may replace Equipment with a comparable/compatible or like
Equipment, when possible.
When available, Motorola will provide Customer with an advanced field replacement unit(s)
(hereinafter "FRU") in exchange for Customer's malfunctioning FRU(s). Non-standard
configurations and Customer-modified units are excluded from this service. Malfunctioning
FRU (s) will be evaluated and repaired by Motorola's System Support Center (SSC) and
returned to the SSC FRU inventory upon completion of repair. In cases where Advanced
Replacement is not an option, such as when the Customer requires the exact serial number in
order for Equipment to be returned, FRU may be available on a rental or loaner basis.
The terns and conditions of this Statement of Work (SOW) are an integral part of the
Motorola Service Agreement or other applicable Agreement to which it is attached and made
a part thereof by this reference. If there are any inconsistencies between the provisions of
this SOW and the provisions of the Service or other applicable Agreement, the provisions of
the Agreement shall prevail.
2.0 Motorola has the following responsibilities:
2.1. Maintain and provide access to an inventory of FRU, subject to availability, that can be
shipped from SSC to Customer or Servicer upon request as described in 3.1. SSC
reserves the right to provide new or reconditioned units as FRU. The FRU will be of the
same kit and version, and will contain similar boards and chips, as the Customer's
malfunctioning FRU(s).
2.2. Program FRU which will be exchanged with Customer's malfunctioning unit to original
operating parameters based on templates provided by Customer. If Customer template is
not provided or is not reasonably usable, a generic template will be used. Motorola
reserves the right to upgrade the FRU at no additional charge to Customer.
2.3. Properly package and ship FRU from the SSC FRU inventory to Customer specified
address.
2.3.1. A FRU is sent next day air (paid by Motorola) via Federal Express Priority
Overnight or UPS Red unless otherwise requested. Shipments outside of the above
mentioned carrier programs, such as NFO (next flight out), are subject to additional
charges to be paid by Customer.
/a A a-1
2.3.2. Motorola will pay shipping and handling during normal operating hours of
Monday through Friday 7:00am to 7:OOpm CST. Shipments outside standard
business hours are subject to additional shipping and handling charges to be paid by
Customer.
2.3.3. When sending the FRU to Customer, provide a return air bill in order for
Customer to return the Customer malfunctioning FRU.
2.4. Receive Equipment from Customer and document its arrival, repair and return. Provide
return authorization numbers when requested as mentioned in 3.1.
2.5. Perform the following on Motorola Equipment:
2.5.1. Perform an operational check on the Equipment to determine the nature of the
problem.
2.5.2. Replace malfunctioning Components with new or reconditioned assemblies.
2.5.3. Verify that Motorola Equipment is returned to Motorola manufactured
specifications, as applicable.
2.5.4. Perform a Box Unit Test on all serviced Equipment.
2.5.5. Perform a System Test on select Equipment.
2.6. Provide service on third party Infrastructure
2.6.1. Perform pre-diagnostic and repair services on select third party Infrastructure to
confirm Equipment malfunction and eliminate sending Equipment with no trouble
found (NTF) to third party vendor for repair, when applicable.
2.6.2. Ship select third party Infrastructure to the original equipment manufacturer or
third party vendor for repair service.
2.6.3. Coordinate and track third-party Infrastructure Equipment sent to the original
equipment manufacturer or third party vendor for service.
2.6.4. Perform a post-test to confirm malfunction Equipment has been repaired and
functions properly in a Motorola System configuration, when applicable.
2.7. Reprogram Equipment to return Equipment to original operating parameters based on
templates provided by Customer. If the Customer template is not provided or is not
reasonably usable, a generic template will be used.
2.8. Properly package and return ship (Motorola will pay return shipping charges) Equipment
to the Customer specified address or if Customer FRU was exchanged with a SSC FRU,
return Customer's FRU(s) to the SSC FRU inventory upon completion of repair.
3.0 Customer has the following responsibilities:
3. 1. Contact the SSC and request an advanced FRU exchange or a return authorization
number (for all other repairs) prior to shipping malfunctioning Equipment or third party
Infrastructure named in the applicable attached Exhibit. The initial call to the SSC may
be from Servicer if, pursuant to a Statement of Work or other applicable Agreement,
Servicer is acting on Customer's behalf.
3.1.1. Provide model description, model number, serial number, type of System and
Firmware version, symptom of problem and address of site location for FRU or
Equipment.
3.1.2. Indicate if the Equipment or third party Infrastructure being sent in for service
was subjected to physical damage or lightning damage. Follow Motorola
instructions regarding inclusion or removal of Firmware and Software applications
from Equipment being sent in for service.
3.1.3. Provide Customer purchase order number to secure payment for any cost as set
forth in paragraph 2.3.1, 2.3.2. or 3.2
3.2. Upon receipt of the FRU from the SSC FRU inventory, properly package Customer's
malfunctioning Equipment and ship the malfunctioning Equipment to the SSC within
five (5) days for evaluation and repair as set forth in 2.4. Customer must send the return
air bill, referenced in 2.3.3 above back to the SSC in order to ensure proper tracking of
the return. Customer will be subject to a replacement fee for FRU not properly returned.
For Equipment repairs that are not exchanged in advance, properly package Equipment
and third party Infrastructure for shipping and ship the malfunctioning Equipment and
third party Infrastructure (freight prepaid by Customer) to Motorola. Clearly print the
return authorization number on the outside of the packaging.
3.3. Maintain templates of Software/applications and Firmware for reloading of Equipment
as set forth in paragraph 2.2 and 2.7.
3.4. Cooperate with Motorola and perform all acts that are reasonable or necessary to enable
Motorola to provide the Infrastructure Repair with Advanced Replacement services to
Customer.
Exhibit A—Coverage and Exclusions for Depot Infrastructure Repair
Covered SmartNet System Notes/ Exceptions
Equipment
Antenna Systems Excludes all Equipment such as bi-directional amplifiers, multicouplers,
combiners, tower top pre-amplifiers, antennas, cables, towers,tower
lighting, and transmission lines
Base Station(s) and Quantar, Quantro, Digital MSF5000, MTR2000, and Desktrac
Repeater(s) L35SUM7000-T Repeaters ONLY. Network Management is not available
on all stations. Please refer to the SOW for details.
Central Electronics Bank(s) Includes Logging Recorder Interface and Network Hub.
Channel Bank(s) Includes Premisys and Telco. Excludes Siemens
Comparator(s) Includes Spectratac, Digitac, and Astrotac Comparators.
Cove.red,SmartNet System Notes/.Exceptions
Equipment
Computers) Includes computers that directly interface with or control the
communications System, including SIP and Systemwatch II. Excludes
laptop computers. Excludes mice and trackballs, unless unique to the
product. Excludes defective or phosphor-burned cathode ray tubes CRT(s)
and burned-in flat panel display image retention.
Console(s) Includes consoles as part of complete Systems ONLY. Centracom 11,
Centracom Gold Classic, Centracom Gold Elite. Excludes Centracom I,
headsetjacks, dual footswitches, and gooseneck microphones.
Controller Includes SmartNet II 28 Channel, Smartworks, Startsite (See IDO
Supportable Product Matrix)
Digital Interface Unit(s)
Digital Signaling Modem(s)
Embassy Switch Includes AEB, AIMI, IAMBI
Management Terminals SIMS II/Site Lens. Excludes all hard drives used for SIMS that is not at
least a 1GB in size
MBEX(s) or NOVA Interconnect
Monitor(s) All monitors connected to computers that directly interface with or control
the communications System. Includes flat panel displays and touch
screen monitors. Excludes defective or phosphor-burned cathode ray
tubes CRT(s) and burned-in flat panel displays image retention.
Moscad As part of System only. Standalone MOSCAD must be quoted
separately. Excludes System Control and Data Acquisition (SCADA)
MOSCAD Systems.
'Network Fault Management Includes Full Vision. Excludes NMC
Printer(s) Includes printers that directly interface with the communications System.
Does not include consumable items such as printer cartridges.
RAS(s) Includes RAS 1101 and RAS 1102. Excludes RAS 1100
Receiver(s) Includes Quantar, MTR2000 and ASTRO-TAC Receivers.
Simulcast Distribution
Amplifier(s)
Site Data Modem(s)
Site Frequency Standard(s) Includes Rubidium, GPS and Netclocks systems sold with the Motorola
System.
Universal Simulcast Controller
Interface(s)
Additional Exclusions:
1. All Equipment over seven (7) years from 6. Consumable items including but not
product cancellation date. limited to batteries, connectors, printer
2. Physically damaged Equipment, cartridges, mice, and trackballs.
3. Third party equipment not shipped by 7. Test Equipment.
Motorola with the original System. 8. Racks, furniture and cabinets.
4. Dictaphones and Recording Equipment. 9. UPS Systems.
5. Microwave Equipment. 10, Firmware and/or Software upgrade
/ a4 ;2V
Statement of Work
Local Fixed Infrastructure Repair
1.0 Description of Services
Local Fixed Infrastructure Repair provides repair service of Equipment named on the
Customer Equipment list by the Servicer. At the Servicer's discretion and responsibility,
Equipment may be sent to Motorola, original equipment manufacturer, or other facility for
repair.
The terms and conditions of this Statement of Work (SOW) are an integral part of the
Motorola Service Agreement or other applicable Agreement to which it is attached and made
a part thereof by this reference. If there are any inconsistencies between the provisions of
this SOW and the provisions of the Service or other applicable Agreement, the provisions of
the Agreement shall prevail.
2.0 Motorola has the following responsibilities:
2.1. Repair Equipment at the Servicer facility or Customer location to be determined by
Motorola. Servicer is responsible for travel costs to a Customer location to repair
Equipment.
2.2. Perform the following on Motorola Equipment:
2.2.1. Perform an operational check on the Equipment to determine the nature of the
problem.
2.2.2. Replace malfunctioning Components with new or reconditioned assemblies.
2.2.3. Verify that Motorola Equipment is returned to Motorola manufactured
specifications.
2.3. Provide the following service on third party Infrastructure
2.3.1. Perform diagnostic on select third party Infrastructure to determine whether there
is an Equipment malfunction. If no malfunction is found, Equipment with no
trouble found (NTF) will not be sent to third party vendor for repair.
2.3.2. If a malfunction is found, ship select third party Infrastructure to the original
equipment manufacturer or third party vendor for repair service.
2.3.3. Coordinate and track third-party Infrastructure Equipment sent to the original
equipment manufacturer or third party vendor for service.
2.4. Reprogram Equipment to return Equipment to original operating parameters based on
templates provided by Customer. If the Customer template is not provided or is not
reasonably usable, a generic template will be used which will be provided by Servicer.
2.5. Notify the Customer upon completion of repair.
2.6. Properly package, return ship or hand deliver Equipment to the Customer specified
address. Servicer will pay return shipping charges, if being sent via overnight carrier.
3.0 Customer has the following responsibilities:
3.1. Contact Servicer and provide the following information:
3.1.1. Provide customer name, address of site location, and symptom of problem
3.1.2. Provide model description, model number, serial number, and type of System and
Firmware version, if known.
3.2. Maintain and/or store backups of all applicable Software applications and Firmware for
reloading, if necessary by Servicer, after repair service is completed.
3.3. Cooperate with Motorola and perform all acts that are reasonable or necessary to enable
Motorola to provide Local hifrastructure Repair services to Customer.
Exhibit A: Coverage and Exclusions for Local Infrastructure Repair
Covered:§nmart Net;System : Noted Exceptions
'Equipment. .'
Antenna Systems Excludes all Equipment such as bi-directional amplifiers,
multicouplers, combiners,tower top pre-amplifiers, antennas, cables,
towers, tower lighting, and transmission lines
Base Station(s) and Repeater(s) Quantar, Quantro, Digital MSF5000, MTR2000, and Desktrac
L35SUM7000-T Repeaters ONLY. Network Management is not
available on all stations. Please refer to the SOW for details.
Central Electronics Bank(s) Includes Logging Recorder Interface and Network Hub.
Channel Bank(s) Includes Premisys and Telco. Excludes Siemens
Comparator(s) Includes Spectratac, Digitac, and Astrotac Comparators.
Computer(s) Includes computers that directly interface with or control the
communications System, including SIP and Systemwatch II. Excludes
laptop computers. Excludes mice and trackballs, unless unique to
the product. Excludes defective or phosphor-burned cathode ray tubes
CRT(s) and burned-in flat panel display image retention.
Console(s) Includes consoles as part of complete Systems ONLY. Centracom II,
Centracom Gold Classic, Centracom Gold Elite. Excludes Centracom
I, headset jacks, dual footswitches, and gooseneck microphones.
Controller Includes SmartNet II 28 Channel, Smartworks, Startsite (See IDO
Supportable Product Matrix)
Digital Interface Unit(s)
Digital Signaling Modem(s)
Embassy Switch Includes AEB, AIMI, IAMBI
Management Terminals SIMS II/Site Lens, Excludes all hard drives used for SIMS that is not
at least a 1GB in size
MBEX(s) or NOVA Interconnect
Monitor(s) All monitors connected to computers that directly interface with or
control the communications System. Includes flat panel displays and
touch screen monitors. Excludes defective or phosphor-burned
cathode ray tubes CRT(s) and burned-in flat panel displays image
retention.
�a2 ' �
CoveredSmartNet System Notes/Exceptions
Equipment
Moscad As part of System only. Standalone MOSCAD must be quoted
separately. Excludes System Control and Data Acquisition (SCADA)
MOSCAD Systems.
Network Fault Management Includes Full Vision. Excludes NMC
Printer(s) Includes printers that directly interface with the communications
System. Does not include consumable items such as printer
cartridges.
RAS(s) Includes RAS 1101 and RAS 1102. Excludes RAS 1100
Receiver(s) Includes Quantar, MTR2000 and ASTRO-TAC Receivers.
Simulcast Distribution Amplifier(s)
Site Data Modem(s)
Site Frequency Standard(s) Includes Rubidium, GPS and Netclocks systems sold with the
Motorola System.
Universal Simulcast Controller
Interface(s)
Additional Exclusions:
1. All Equipment over seven (7) years from 6. Consumable items including but not
product cancellation date. limited to batteries, connectors, printer
2. Physically damaged Equipment. cartridges, mice, and trackballs.
3. Third party equipment not shipped by 7. Test Equipment.
Motorola with the original System. 8. Racks, furniture and cabinets.
4. Dictaphones and Recording Equipment. 9. UPS Systems.
5. Microwave Equipment. 10. Firmware and/or Software upgrades
� 3Aa7
O MOTOROLA Ver.4.5 SERVICE AGREEMENT
1307 East Algonquin Road Agreement Order#
Schaumburg, IL 60196
(800) 247-2346 Supersedes Agreement#(a)
Date: 6/19/2002
Required P.O,:
Company Name: City of Palm Springs Customer#:
Attn: Accounts Payable Bill to Tag#:
Billing Address: 3200 E.Tahquitz Canyon Way Contract Start Date: 07/01/02
City, State, Zip: Palm Springs, CA, 92263-2743 Contract Expiration Date: 06/30/03
Customer Contact: BACKBONE Auto Renew: NO
Phone: Payment Cycle: ANNUAL
Fax: Tax Exempt: NO
PO#:
Qty Model/Option Description Monthly Ext Extended
SVC01SVC1420 Local Infrastructure Repair Service
Local Fixed Infrastructure Repair Service(See Exhibit A)
2 Central Controller* $ 220.50 $ 2,646.00
10 Repeaters* $ 1,102.50 $ 13.230.00
6 Modem for Central Controller* $ 138.90 $ 1,666.80
4 Freestanding Console Interface* $ 139.00 $ 1,668.00
1 Central Electronics Bank(CEB)* $ 159.85 $ 1,918,20
2 Granger Microwave Hops* $ 297.70 $ 3,572.40
4 IBM Dispatcher Computer* $ 115.80 $ 1,389.60
SVCO2SVC0013 SP-Depot Infrastructure Repair
Infrastructure Repair w/Advanced Replacement
1 B1626AD CCII+CEB, 4 Card Cages $ 240.00 $ 2,880.00
4 TDN9131,0 IBM Dispatcher Computer $ 112.00 $ 1,344.00
Addtlonalleans,deMWonS end mndluCrS W hS SERVICE AGREEMENT ere eMl hed SUBTOTAL-RECURRING SERVICES $ 2,526.25 $ 30,315.00
SUBTOTAL-ONE-TIME EVENT SERVICES $ -
SFECiIALINSTRUCTIONS-ATTACHSTATEME eF WORK FOR PERFORMANCE
DESCRIPTIONS I TOTAL $ 2,526.25 $ 30,315.00
additional terms,definitions and conditions of this SERVICE AGREEMENT are TAXES $0.00 I$O.GO
attached. '7x24 service on this equipment. All other equipment serviced 8 am to 5 GRAN D TOTAL $ 2,526.25 1 $ 30,315.00
pm,Monday to Friday. Annual pre-pay discount=2.5%. THIS SERVICE AMOUNT IS SUBJECT TO STATE a LOCAL TAKING
JURISDICTIONS,TO BE VERIFIED BY MOTORCLA.
SUBCONTRACTOR(S) CITY STATE
_�;;;L_ . 0
AUTHORIZED CUSTOMER SIGNATURE TITLE DATE
CUSTOMER(PRINT NAME)
Customer Support Manager
MOTOROLA REPRESENTATIVE(SIGNATURE) TITLE DATE
Mike Mosher (949)437-4260 (949)437-4240
MOTOROLA REPRESENTATIVE(PRINT NAME) PHONE FAX
O MOTOROLA Ver 45 SERVICE AGREEMENT
1307 East Algonquin Road Agreement Order#:
Schaumburg, IL 60196
(800) 247-2346 Supersedes Agreement#(s)
Date: 6/19/20D2
Required P.O.:
Company Name: City of Palm Springs Customer#:
Attn: Accounts Payable Bill to Tag#:
Billing Address: 3200 E. Tahquitz Canyon Way Contract Start Date: 07/01/02
City, State, Zip: Palm Springs, CA,92263-2743 Contract Expiration Date: 06/30/03
Customer Contact: AIRPORT Auto Renew: NO
Phone: Payment Cycle: ANNUAL
Fax: Tax Exempt: No
PO#:
Qty Model/Option Description Monthly Ext Extended
SVC01 SVC1420 Local Infrastructure Repair Service
Local Fixed Infrastructure Repair Service(See Exhibit A)
1 B1460 CEB* $ 119.05 11; 1.428.60
1 B1629 Compact Console* $ 88.20 $ 1,058.40
1 PURC 5000 Paging Transmitter* $ 110.25 $ 1,323.00
1 Pagebridge Paging Encoder* $ 49.60 $ 595.20
SVC395 Subscriber Board Level Repair Services
Local Radio Combo Package
5 Spectra Desktop Base* $ 86.75 $ 1,041,00
10 Maxtrac Mobile $ 69.50 $ 834.00
22 Portable $ 145.20 $ 1,742.40
1 Spectra Mobile $ 6.95 $ 83,40
2 Maxtrac Base Station* $ 34.70 $ 416.40
SVCO2SVC0013 SP-Depot Infrastructure Repair
Infrastructure Repair w/Advanced Replacement
1 B1460AB CCII CEB $ 125.00 $ 1,500.00
1 B1629A CCII Compact Console $ 70.00 $ 840.00
AdGtonaltenrs,deBNtlans and cmd@ona of W.SERVICE AGREEMENT are aflarhed. SUBTOTAL-RECURRING SERVICES $ 905.20 $ 10,862,40
S PECIAL INSTIR UCTIONS-ATTACH STATEMENT orwaRK FOR PERronM CE SUBTOTAL-ONE-TIME EVENTSERVICES $ -
DESCRIPTIONS TOTAL $ 905.20 $ 10,862.40
additional terms,definitions and conditions of this SERVICE AGREEMENT are TAXES $0.00 $0.00
attached. '7x24 service on this equipment. All other equipment serviced 8 am to 5 GRAND TOTAL $ 905,20 $ 10,862.41)
pm,Monday to Friday, Annual prepay discount=2.5%. THIS SERVICE AMOUNT IS SUBJECT TO STATE 6 LOCAL TAXING
JUflISDICTIONS,TO RE VERIFIED BY MOTOROLA
SUBCONTRACTOR(S) ICITY STATE
AUTHORIZED CUSTOMER SIGNATURE TITLE DATE
CUSTOMER(PRINT NAME)
Customer Support Manager
MOTOROLA REPRESENTATIVE(SIGNATURE) TITLE DATE
Mike Mosher (949)437-4260 (949)437-4240
MOTOROLA REPRESENTATIVE(PRINT NAME) PHONE FAX
Exhibit B
Special Provisions
Additional Provisions Required.
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 following completion of
those Services. 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, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
LIMITATION OF LIABILITY
Notwithstanding any other provision, except for personal injury or death, Motorola's total
liability for losses, whether for breach of contract, negligence, warranty, or strict liability
in tort, is limited to the price of the previous twelve months of Services provided under
this Agreement. IN NO EVENT WILL MOTOROLA BE LIABLE FOR LOSS OF USE,
LOSS OF TIME, INCONVENIENCE, LIQUIDATED DAMAGES, COMMERCIAL
LOSS, LOST PROFITS OR SAVINGS, OR OTHER INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES TO THE FULL EXTENT SUCH
MAY BE DISCLAIMED BY LAW.
EXCLUDED SERVICES
Service does not include the repair or replacement of Equipment that has become
defective or damaged due to physical or chemical misuse or abuse from causes such as
lightning, power surges, or liquids, that has been properly documented as such.
Unless specifically included in this Agreement, Service does not include repair or
maintenance of any transmission line, antenna, tower or tower lighting, duplexer,
combiner, or multicoupler. Motorola has no obligation or responsibility for any
transmission medium, such as telephone lines, computer networks, the internet or the
worldwide web, or for Equipment malfunction caused by such transmission medium.
Unless specifically included in this Agreement, Service does not include items that are
consumed in the course of normal operation of the Equipment, such as, but not limited to,
batteries, magnetic tapes, etc.
Unless specifically set forth in this Agreement, Service does not include upgrading or
reprogramming of Equipment; accessories, belt clips, battery chargers, custom or Special
Products, modified units, or software.
Service does not include certification programs of the City's employees for maintenance
on Equipment pursuant to this Agreement, software support, reprogramming of Software
or modifications to Equipment related to assuring the correct processing, providing, or
receiving of date data from, into, or between the year 1999 and the year 2000.
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 agrees to provide Motorola, at no
charge, a non-hazardous work environment with shelter, heat, light, and power and with
full and free access to the Equipment. Waivers of liability from Motorola and/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 that enable Motorola to perform its obligations under
this Agreement. Unless otherwise specified in this Agreement, the hours of Service will
be hours of 8:30 a.m. to 4:30 p.m., excluding weekends and holidays.
MINUTE ORDER NO.
APPROVING AN AGREEMENT FOR
MAINTENANCE SUPPORT OF THE CITY'S
MOTOROLA 800 MHZ RADIO SYSTEM WITH
MOTOROLA COMMUNICATIONS AND
ELECTRONICS, INC. OF WOOD DALE, II IN
THE AMOUNT OF $73,127.35.
I HEREBY CERTIFY that this Minute Order approving an agreement for
maintenance support of the City's Motorola 800 MHZ Radio System with
Motorola Communications and Electronics, Inc. of Wood Dale, Illinois in the
amount of $73,127.35, was adopted by the City Council of the City of Palm
Springs, California, in a meeting thereof held on the 4" of December, 2002.
PATRICIA A. SANDERS
City Clerk
I2�
MINUTE ORDER NO.
DECLINING APPROVAL OF AN AGREEMENT
FOR MAINTENANCE SUPPORT OF THE CITY'S
MOTOROLA 800 MHZ RADIO SYSTEM WITH
MOTOROLA COMMUNICATIONS AND
ELECTRONICS, INC. OF WOOD DALE,
ILLINOIS IN THE AMOUNT OF $73,127.35.
I HEREBY CERTIFY that this Minute Order declining approval of an agreement
for maintenance support of the City's Motorola 800 MHZ Radio System with
Motorola Communications and Electronics, Inc. of Wood Dale, Illinois in the
amount of $73,127.35, was adopted by the City Council of the City of Palm
Springs, California, in a meeting thereof held on the 41h of December, 2002.
PATRICIA A. SANDERS
City Clerk