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CM-09-09-1860 MOTOROLA Attn: National Service Support 1309 East Algonquin Road Schaumburg, IL 60196 (800) 247-2346 Date: 06/11/2009 Company Name: Attn: Billing Address: City, State, Zip: Customer Contact: Phone: Fax: ROUND ROCK POLICE DEPT 3001 Tellabs Dr Round Rock, TX 78664 SERVICE AGREEMENT Contract Number: S00001013295 Contract Modifier: Supercedes Agreement(s): Required P.O.: Customer # : Bill to Tag#: Contract Start Date: Contract End Date: Anniversary Day: Payment Cycle: Tax Exempt: PO#: No 1012664935 0002 02/01/2009 09/30/2009 Jan 31st MONTHLY Exempt From All Taxes Qty Model/Option Description Monthly Ext Extended 1 1 1 6 1 6 1 6I SVC01 SVC1102C SVC084AD VC01SVC1104C SVC040AD SVC01SVC1405C SVC126AD SVC128AD SVCO1SVC1413C SVC115AD SVC 117AD SVCO1SVC1420C J ***** Recumng Services ***** DISPATCH SERVICE ASTRO25 DISPATCH SITE TECHNICAL SUPPORT SERVICE ASTRO25 DISPATCH SITE NETWORK PREVENTATIVE MAINTENANCE A ASTRO25 DISPATCH SITE ASTRO25 OPERATOR POSITIONS ONSITE INFRASTRUCTURE RESPONSE SERVICE - PREMIER OPTION ASTRO25 DISPATCH SITE ASTRO25 OPERATOR POSITIONS SP - LOCAL INFRASTRUCTURE REPAIR Infrastructure Repair with Advanced Replacement SITE(S) MCC7500 $ 36.25 $ 93.16 $ 120.31 $ 557.36 $ 673.75 $ 290.00 $ 745.28 $ 962.48 $ 4,458.88 $ 5,390.00 SPECIAL INSTRUCTIONS - ATTACH STATEMENT OF WORK FOR PERFORMANCE DESCRIPTIONS Subtotal - Recumng Services $ 1,480.83 $ 11,846.64 Subtotal - One -Time Event Services $ .00 $ .00 Total $1,480.83 $11,846.64 Taxes - - Grand Total $ 1,480.83 $ 11,846.64 THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING JURISDICTIONS WHERE APPLICABLE, TO BE VERIFIED BY MOTOROLA. Subcontractor(s) City State MOTOROLA -CITY OF AUSTIN D0314 SAN DIEGO CA MOTOROLA SYSTEM SUPPORT CTR -CALL CENTER D0066 SCHAUMBURG IL MOTOROLA SYSTEM SUPPORT -TECHNICAL SUPPORT D0068 SCHAUMBURG IL RZ & ASSOCIATES RZ COMMUNICATIONS AUSTIN TX RZ & ASSOCIATES RZ COMMUNICATIONS AUSTIN TX 1 received Statements of Work that describe the services provided on this Agreement. Motorola's Service Terms and Conditions, a copy off which is attached to this Service Ag :. - is incorporated herein by this reference. AUTHORIZED CUSTOM 14/1'er. g - Cl�STO R (PRINT NAME) I 0:j;4(1- MOh'OROLA REPRESE Michael Smith G ATU u% t ?.g, TIVE (SIGNATURE) 414EM044/1413-W— DATE &572p :)efoeAlfir- TITLE 6i9 - 448- (111(, 6,/,(//oti DATE MOTOROLA REPRESENTATIVE (PRINT NAME) PHONE FAX Service Terms and Conditions Motorola, 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 agrees to provide to Customer either (1) maintenance, support and/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 will take precedence over any cover page, and the cover page will take precedence over any attachments, unless the cover page or attachment specifically 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 will become binding only when accepted in writing by Motorola. The term of this Agreement will begin 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 such 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 such 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 such Equipment will terminate at the end of the month in which Motorola receives such written notice. 4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments. 4.6. If Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for any reason, Motorola may modify the scope of Services related to such Equipment; remove such Equipment from the Agreement; or increase the price to Service such 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 intemet or the worldwide web, or for Equipment malfunction caused by such 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 such 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 specifically 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 agrees to reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments levied as a result of Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola) by any govemmental entity. 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 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. 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 shall not affect its applicability. In no event shall either party be bound by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: the purchase order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify this Agreement; and the purchase order,acknowledgement, or other writing is signed by authorized representatives of both parties. Section 13 PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS 13.1. Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished to Customer under this Agreement will remain Motorola's property, will be deemed proprietary, will be kept confidential, and will be promptly retumed 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 itself for any purpose other than performing its obligations under this Agreement. The obligations set forth in this Section will survive the expiration or termination of this Agreement. 13.2. Unless otherwise agreed in writing, no commercial, financial or technical information disclosed in any manner or at any time by Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation 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 such property, and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time without restriction. Section 17 GENERAL TERMS 17.1. If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and effect. 17.2. This Agreement and the rights and duties of the parties will be governed and 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 assign its rights and obligations, and may subcontract any portion of its performance, under this Agreement. 17.6. THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1) YEAR TERM, ON EVERY ANNIVERSARY OF THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, Motorola may adjust the price of the Services to reflect its current rates. 17.7. 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. GIMOTOROLA Statement of Work OnSite Infrastructure Response and Dispatch Service 1.0 Description of Services The Motorola System Support Center (SSC) will receive Customer request for service and dispatch a Servicer. For Mesh system a Servicer will be dispatched only to the central site where the Mobile Integrated System Controller (MISC) is located. The Servicer will respond to the Customer location based on pre -defined Severity Levels set forth in the Severity Definitions Table and Response times set forth in the Response Time Table in order to Restore the System. Motorola will provide Case management as set forth herein. The SSC will maintain contact with the on-site Servicer until System Restoral and Case is closed. The SSC will Continuously track and manage Cases from creation to close through an automated Case tracking process. This Case management allows for Motorola to provide Case activity reports. The terms and conditions of this Statement of Work (SOW) are an integral part of Motorola's Service Terms and Conditions or other applicable Agreement to which it is attached and made a part thereof by this reference. 2.0 Motorola has the following responsibilities: 2.1. Continuously receive service requests. 2.2. Create a Case as necessary when service requests are received. Gather information to perform the following: 2.2.1. Characterize the issue. 2.2.2. Determine a plan of action. 2.2.3. Assign and track the Case to resolution. 2.3. Dispatch a Servicer as required by Motorola standard procedures and provide necessary Case information collected in 2.2. 2.4. Ensure the required personnel have access to Customer information as needed. 2.5. Servicer will perform the following on-site: 2.5.1. Run diagnostics on the Infrastructure or FRU. 2.5.2. Replace defective Infrastructure or FRU, as applicable. Customer, Servicer or Motorola may provide Infrastructure or FRU. 2.5.3. Provide materials, tools, documentation, physical planning manuals, diagnostic/test equipment and any other requirements necessary to perform the Maintenance service. 2.5.4. If a third party Vendor is needed to Restore the System, the Servicer may accompany that Vendor onto the Customer's premises. 2.6. Verify with Customer that Restoration is complete or System is functional, if required by Customer's repair Verification in the Customer Support Plan required by section 3.2. If Verification by Customer cannot be completed within 20 minutes of Restoration, the Case will be closed and the Servicer will be released. 2.7. Escalate the Case to the appropriate party upon expiration of a Response time. 2.8. Close the Case upon receiving notification from Customer or Servicer, indicating the Case is resolved. 2.9. Notify Customer of Case Status as defined required by the Customer Support Plan: 2.9.1. Open and closed; or 2.9.2. Open, assigned to the Servicer, arrival of the Servicer on-site, deferred or delayed, closed. 2.10. Provide Case activity reports to Customer. 3.0 Customer has the following responsibilities: 3.1. Contact Motorola, as necessary, to request service Continuously. 3.2. Provide Motorola with pre -defined Customer information and preferences prior to Start Date necessary to complete Customer Support Plan. 3.2.1. Case notification preferences and procedure. OnSite Infrastructure Response and Dispatch Service Approved by Motorola Contracts and Compliance 1/30/08 page 1 of 3 0 MOTOROLA 3.2.2. Repair Verification preference and procedure. 3.2.3. Database and escalation procedure forms. 3.2.4. Submit changes in any information supplied in the Customer Support Plan to the Customer Support Manager. 3.3. Provide the following information when initiating a service request: 3.3.1. Assigned System ID number. 3.3.2. Problem description and site location. 3.3.3. Other pertinent information requested by Motorola to open a Case. 3.4. Allow Servicers access to Equipment. 3.5. Supply Infrastructure or FRU, as applicable, in order for Motorola to Restore the System as set forth in paragraph 2.5.2. 3.6. Maintain and store in an easily accessible location any and all Software needed to Restore the System. 3.7. Maintain and store in an easily accessible location proper System backups. 3.8. For E911 systems, test the secondary/backup PSAP connection to be prepared in the event of a catastrophic failure of a system. Train appropriate personnel on the procedures to perform the function of switching to the backup PSAP. 3.9. Verify with the SSC that Restoration is complete or System is functional, if required by Repair Verification preference provided by Customer in accordance with section 3.2. 3.10. Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide these services. OnSite Infrastructure Response and Dispatch Service Approved by Motorola Contracts and Compliance 1/30/08 page 2 of 3 MOTOROLA Severity Definitions Table Severity Level Problem Types Severity 1 • Response is provided Continuously Off Deferral • Major System failure Within 2 hours from receipt of Notification Continuously • 33% of System down Time provided by Servicer * • 33% of Site channels down Within 4 hours from receipt of Notification Standard Business Day • Site Environment alarms (smoke, access, temp, AC power. Time provided by Servicer * • This level is meant to represent a major issue that results in an unusable system, sub -system, Product, or critical features from the Customer's perspective. No Work -around or immediate solution is available. Severity 2 • Response during Standard Business Day Time provided by Servicer * • Significant System Impairment not to exceed 33% of system down • System problems presently being monitored • This level is meant to represent a moderate issue that limits a Customer's normal use of the system, sub -system, product, or major non-critical features from a Customer's perspective Severity 3 • Response during Standard Business Day • Intermittent system issues • Information questions • Upgrades/Preventative maintenance • This level is meant to represent a minor issue that does not preclude use of the system, sub -system, product, or critical features from a Customer's perspective. It may also represent a cosmetic issue, including documentation errors, general usage questions, recommendations for product enhancements or modifications, and scheduled events such as preventative maintenance or product/system upgrades. Response Times Table, Customer's Response Time Classi Severity Level Standard Response Time Premier Response Time Limited Response Time Restoral Off Deferral Severity 1 Within 4 hours from receipt of Notification Continuously Within 2 hours from receipt of Notification Continuously Within 4 hours from receipt of Notification Standard Business Day 8 hours Time provided by Servicer * Severity 2 Within 4 hours from receipt of Notification Standard Business Day Within 4 hours from receipt of Notification Standard Business Day Within 4 hours from receipt of Notification Standard Business Day 8 hours Time provided by Servicer * Severity 3 Within 24 hours from receipt of Notification Standard Business Day Within 24 hours from receipt of Notification Standard Business Day Within 24 hours from receipt of Notification Standard Business Day 48 hours Time provided by Servicer * • Please note these are Standard Commitment times. The commitment times should be based on the Customers Support Plan. • Provide update before the specific contractual commitments come due. * Note: Provide update to System Support Center before Deferral time comes due. OnSite Infrastructure Response and Dispatch Service Approved by Motorola Contracts and Compliance 1/30/08 page 3 of 3 411) MOTOROLA Statement of Work Technical Support Service 1.0 Description of Services The Technical Support service provides centralized remote telephone support for technical issues that require a high level of communications systems expertise or troubleshooting on Equipment. The Motorola System Support Center's (SSC) Technical Support Operation is staffed with technologists who specialize in the diagnosis and resolution of system performance issues. Technical Support Service (i) does not include software upgrades that may be required for issue resolution; and (ii) does not include Customer training (iii) is only available for those system types supported and approved by Technical Support Operations. Technical Support is applicable to the following system types: ASTRO®, ASTRO® 25 , ARC 4000, SmartZone® v2.0.3 and higher, SmartZone®/OmniLink®, E911, Private Data v2.0.3 and higher, SmartNet®, Conventional Two -Way, and Wireless Broadband. The terms and conditions of this Statement of Work (SOW) are an integral part of Motorola's Service Terms and Conditions or other applicable Agreement to which it is attached and made a part thereof by this reference. 2.0 Motorola has the following responsibilities: 2.1. Respond to requests for Technical Support for the Restoration of failed Systems and diagnosis of operation problems in accordance with the response times set forth in the Remote Technical Support Response Times Table and the Severity Level defined in the Severity Definitions Table. 2.2. Advise caller of procedure for determining any additional requirements for issue characterization, Restoration, including providing a known fix for issue resolution when available. 2.3. Attempt remote access to System for remote diagnostics, when possible. 2.4. Maintain communication with the Servicer or Customer in the field until close of the Case, as needed. 2.5. Coordinate technical resolutions with agreed upon third party vendor(s), as needed. 2.6. Escalate and manage support issues, including Systemic issues, to Motorola engineering and product groups, as applicable. 2.7. Escalate the Case to the appropriate party upon expiration of a Response time. 2.8. Provide Configuration Change Support and Work Flow changes to Systems that have dial in or remote access capability. 2.9. Determine, in its sole discretion, when a Case requires more than the Technical Support services described in this SOW and notify Customer of an alternative course of action. 3.0 Customer has the following responsibilities: 3.1. Provide Motorola with pre -defined information prior to Start Date necessary to complete Customer Support Plan. 3.1.1. Submit changes in any information supplied in the Customer Support Plan to the Customer Support Manager. 3.2. Contact the SSC in order to access the Technical Support Operation, provide name of caller, name of Customer, System ID number, Service Agreement number, site(s) in questions, and brief description of the problem. 3.3. Supply on-site presence when requested by System Support Center. 3.4. Validate issue resolution prior to close of the Case. 3.5. Allow Motorola remote access to the System by equipping the System with the necessary Connectivity. pl.),',1.1/ page 1 of 2 0 MOTOROLA 3.6. Acknowledge that Cases will be handled in accordance with the times and priorities as defined in Remote Technical Support Response Times Table and the Severity Level defined in the Severity Definitions Table. 3.7. Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide the Technical Support service to Customer. Severity Definitions Table Severity Level Problem Types Severity 1 • Response is provided Continuously Within 4 Hours from receipt of Notification, Standard Business Day • Major System failure • 33% of System down • 33% of Site channels down • Site Environment alarms (smoke, access, temp, AC power. • This level is meant to represent a major issue that results in an unusable system, sub -system, Product, or critical features from the Customer's perspective. No Work -around or immediate solution is available. Severity 2 • Response during Standard Business Day • Significant System Impairment not to exceed 33% of system down • System problems presently being monitored • This level is meant to represent a moderate issue that limits a Customer's normal use of the system, sub -system, product, or major non-critical features from a Customer's perspective Severity 3 • Response during Standard Business Day • Intermittent system issues • Information questions • Upgrades/preventative maintenance • This level is meant to represent a minor issue that does not preclude use of the system, sub -system, product, or critical features from a Customer's perspective. It may also represent a cosmetic issue, including documentation errors, general usage questions, recommendations for product enhancements or modifications, and scheduled events such as preventative maintenance or product/system upgrades. Remote Technical Support Response Times Table SEVERITY RESPONSE Severity 1 Within 1 Hour from receipt of Notification, Continuously Severity 2 Within 4 Hours from receipt of Notification, Standard Business Day Severity 3 Within next Business Day, Standard Business Day i.i' , it i Jipo i dl �'"llclf'1 :OHS page 2 of 2 41) MOTOROLA Servicer Statement of Work Network Preventative Maintenance With Dispatch Service 1.0 Description of Service Network Preventative Maintenance will provide an operational test and alignment, on the Customer's Infrastructure Equipment (infrastructure or fixed network equipment only) to ensure the Infrastructure meets original manufacturer's specifications, as set forth in the applicable attached Exhibit(s), all of which are hereby incorporated by this reference. Customer's System type determines which Exhibit is applicable (i.e. SmartZone system exhibit, SmartNet system exhibit). Network Preventative Maintenance will be performed during Standard Business Days. If the System or Customer requirements dictate this service must occur outside of Standard Business Days, Motorola will provide an additional quotation. Customer is responsible for any charges associated with helicopter or other unusual access requirements or expenses. Network Preventative Maintenance service will be facilitated by the Servicer. The relationship between Motorola and the Servicer shall be as set forth in this Statement of Work. Subcontracts for this Service will be electronically posted by Motorola on Motorola's website for Servicers. Motorola reserves the right to alter, amend or change the scope of work with 30 days written notice to Servicer. All terms or Attachment C -Service Subcontract will remain in full force and effect during the term and any subsequent terms of this SOW. 2.0 Motorola has the following responsibilities: 2.1 Notify the Customer of any possible System downtime needed to perform this service. 2.2 Dispatch the Servicer upon receiving Customer date(s) for a Network Preventative Maintenance to be performed. 2.3 Provide the following information to the Servicer from the SSC: 2.3.1 Dates to perform Network Preventative Maintenance. 2.3.2 2.3.3 2.3.4 Case number. Site identification. Customer and address. 2.3.5 Access requirements. 2.3.6 Close Case upon receiving notice of completion from Servicer technician. 2.4 Provide Infrastructure Equipment list including type and quantity, as available. 2.5 Provide original equipment manufacturer (OEM) Equipment manuals for System specifications, as available. 3.0 Servicer has the following responsibilities: 3.1 Receive page or phone call from SSC for dispatch of Case Continuously 3.2 Call SSC to accept Case. 3.3 Complete Network Preventative Maintenance within allotted dates. 3.4 Assign technical resources to Case and have the diagnostic equipment as specified in the manufacturers service manuals needed to perform service. 3.5 Notify Motorola if the System will be taken down and approximate duration of downtime. 3.6 Physically inspect the Infrastructure in the system (equipment cabinets, general circuitry, fault indicators, cables, and connections). 3.7 Remove any dust, and/or foreign substances from the Infrastructure. 3.8 Clean filters, if applicable. 3.9 Measure, record, align, and adjust the Infrastructure parameters in accordance with the manufacturer's service manuals and the Rules and Regulations of the Federal Communications Commission (FCC), where applicable. 3.10 Consult Equipment manuals for System specifications per system configuration. 3.11 Call the SSC when Case is completed. 3.12 Complete and sign (by Servicer technician) a system checklist of Infrastructure reviewed: 3.12.1 Provide one signed copy of the system checklist to the Customer. 3.12.2 File one signed copy of the system checklist at the Servicer's office location. 3.13 Identify any service problems that require Customer or Motorola action. Approved by Motorola Contracts & Compliance: 1/28/08 4rii) MOTOROLA ASTRO® 25 ARC4000, 6.x, & 7.x Netw ASTRO® 25 ARC4000, 6.x, & 7x Operational Check (where applicable) Reference existing site PM documents for exact measurements CO-LOCATED/REMOTE SITE Repeater(s), Control Station(s) Site Controllers Router/Switches All Equipment TX Frequency in Hz TX Power Output of Station (Forward/Reflected) TX Power Output out of Combiner (Forward/Reflected) TX Low Speed Deviation TX Test Pattern Deviation TX BER RX Tower/Rack Mounted Amplifier RX RF Level at 5% BER at Receiver and Through Multi -Coupler Receiver Desense/ Degradation do to Site Noise and TX Desense Wireline Audio Input & Output Levels Check Lights/Fan Operation Check/Align Frequency Standard Roll to Redundant Controller (pre -approved by customer) Test Site Trunking/Failsoft Modes (pre -approved by customer) Multiple Control Channel Switching (pre -approved by customer) Check Lights/Fan Operation Check Diagnostics/Alarms Power Supply Voltages MASTER/PRIME SITE (RF Equipment) Master/Prime Site Controllers Router/Switches ASTRO-TAC Comparators Channel Bank Check Lights/Fan Operation Roll to Redundant Controller (pre -approved by customer) Check Lights/Fan Operation Check for receiver to Comparator audio path ACTAC 9600 Comparator All sites on line? V.24 link health- link delays Channel Bank/ transport health for all sites (diagnostics/alarms) Roll to Redundant Power Supply (pre -approved by customer) MASTER/PRIME SITE (Servers) Misc Equipment Master Site Servers health (diagnostics/alarms) Complete backup of databases Roll to Redundant Zone Controller (pre -approved by customer) Remote Access Test Check all modems for proper levels & synchronization MBX/Other telco interface common equipment GPS Roll to Redundant Receive Reference Module (pre -approved by customer) Frequency Standards (check 1 PPS, 5 MPPS, composite) Check Power Supply Voltages POWER Check Diagnostics/Alarms UPS AC/DC Voltages/Batteries Switch -Over Operations Generator Switch to Generator Power (pre -approved by customer) AC to DC Power Unit (RF equipment) Switch to Battery Power (pre -approved by customer) Approved by Motorola Contracts & Compliance: 1/28/08 MOTOROLA All Eauinment Check Diagnostics/Alarms CONSOLES POSITIONS/REMOTES Audio Input & Output Level Ethernet Operation CEB/MCC Power Supply Voltage, and AC Ripple Switches, Lights, CRT CEB/MCC Signal Levels Wiring and Grounding for each Position Check and Clean keyboards, CPU. CRTs CEB/AEB/MCC diagnostics TRUNKING TEST (Completed at all sites) Talkgroup Test Multigroup CaII Private CaII Secure CaII Approved by Motorola Contracts & Compliance: 1/28/08 QMOTOROLA Statement of Work SP - Local Infrastructure Repair Infrastructure Repair with Advanced Replacement 1.0 Description of Services Infrastructure Repair is a repair service for Motorola and select third party Infrastructure as set forth in the applicable attached Exhibit(s), all of which are hereby incorporated into this Statement of Work (SOW) by this reference. Customer's System type determines which exhibit is applicable (i.e. SmartZone system exhibit, SmartNet system exhibit). Infrastructure may be repaired down to the Component level, as applicable, at the Motorola Infrastructure Depot Operations (IDO). At Motorola's discretion, select third party Infrastructure may be sent to the original equipment manufacturer or third party vendor for repair. If Infrastructure is no longer supported by the original equipment manufacturer or third party vendor, Motorola may replace Infrastructure with similar Infrastructure, when possible. When available, Motorola will provide Customer with an Advanced Replacement unit(s) or FRU(s) in exchange for Customer's malfunctioning FRU(s). Non-standard configurations, Customer -modified Infrastructure and certain third party Infrastructure are excluded from Advanced Replacement service. Malfunctioning FRU (s) will be evaluated and repaired by IDO and returned to IDO FRU inventory upon completion of repair. In cases where Advanced Replacement is not available or when a Customer requires the exact serial number to be returned, a FRU may be available on a Loaner basis. The terms and conditions of this SOW are an integral part of Motorola's Service Terms and Conditions or other applicable agreement to which it is attached and made a part thereof by this reference. 2.0 Motorola has the following responsibilities: 2.1. Use commercially reasonable efforts to maintain an inventory of FRU. 2.2. Provide new or reconditioned units as FRU to Customer or Servicer, upon request and subject to availability. The FRU will be of similar kit and version, and will contain like boards and chips, as the Customer's malfunctioning Infrastructure. 2.3. Program FRU to original operating parameters based on templates provided by Customer as required in Section 3.5. If Customer template is not provided or is not reasonably usable, a standard default template will be used. 2.4. Properly package and ship Advanced Replacement FRU from IDO's FRU inventory to Customer specified address. 2.4.1. During normal operating hours of Monday through Friday 7:OOam to 7:OOpm CST, excluding holidays, FRU will be sent next day air via Federal Express Priority Overnight or UPS Red, unless otherwise requested. Motorola will pay for such shipping, unless Customer requests shipments outside of the above mentioned standard business hours and/or carrier programs, such as NFO (next flight out). In such cases, Customer will be subject to shipping and handling charges. 2.4.2. When sending the Advanced Replacement FRU to Customer, provide a return air bill in order for Customer to return the Customer's malfunctioning FRU. The Customer's malfunctioning FRU will become property of IDO and the Customer will own the Advanced Replacement FRU. 2.4.3. When sending a Loaner FRU to Customer, IDO will not provide a return air bill for the malfunctioning Infrastructure. The Customer is responsible to arrange and pay for shipping the malfunctioning Infrastructure to IDO. IDO will repair and return the Customer's Infrastructure and will provide a return air bill for the customer to return IDO's Loaner FRU. 2.5. Provide repair return authorization number upon Customer request for Infrastructure that is not classified as an Advanced Replacement or Loaner FRU. 2.6. Receive malfunctioning Infrastructure from Customer and document its arrival, repair and return. 2.7. Perform the following service on Motorola Infrastructure: 2.7.1. Perform an operational check on the Infrastructure to determine the nature of the problem. Approved by2t° ootrc fRAFMR008)- IN FRU or Components. Page 1 of 12 Motorola, Inc. 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A. QMOTOROLA 2.7.3. Verify that Motorola Infrastructure is returned to Motorola manufactured specifications, as applicable 2.7.4. Perform a Box Unit Test on all serviced Infrastructure. 2.7.5. Perform a System Test on select Infrastructure. 2.8. Provide the following service on select third party Infrastructure: 2.8.1. Perform pre -diagnostic and repair services to confirm Infrastructure malfunction and eliminate sending Infrastructure with no trouble found (NTF) to third party vendor for repair, when applicable. 2.8.2. Ship malfunctioning Inffiastructure to the original equipment manufacturer or third party vendor for repair service, when applicable. 2.8.3. Track Infrastructure sent to the original equipment manufacturer or third party vendor for service. 2.8.4. Perform a post-test after repair by Motorola, original equipment manufacturer, or third party vendor to confirm malfunctioning Infrastructure has been repaired and functions properly in a Motorola System configuration, when applicable. 2.9. Re -program repaired Infrastructure to original operating parameters based on templates provided by Customer as required by Section 3.5. If Customer template is not provided or is not reasonably usable, a standard default template will be used. If IDO determines that the malfunctioning Infrastructure is due to a Software defect, IDO reserves the right to reload Infrastructure with a similar Software version. Enhancement Release(s), if needed, are subject to additional charges to be paid by Customer unless the Customer has a Motorola Software Subscription agreement. 2.10. Properly package repaired Infrastructure unless Customer's malfunctioning FRU was exchanged with an IDO FRU. Motorola will return Customer's FRU(s) to IDO's FRU inventory, upon completion of repair. 2.11. Ship repaired Infrastructure to the Customer specified address during normal operating hours set forth in 2.4.1. FRU will be sent two-day air unless otherwise requested. Motorola will pay for such shipping, unless Customer requests shipments outside of the above mentioned standard business hours and/or carrier programs, such as NFO (next flight out). In such cases, Customer will be subject to shipping and handling charges. 3.0 Customer has the following responsibilities: 3.1. Contact or instruct Servicer to contact the Motorola System Support Center (SSC) and request an Advanced Replacement, or Loaner FRU and a return authorization number (necessary for all non - Advanced Replacement repairs) prior to shipping malfunctioning Infrastructure or third party Infrastructure named in the applicable attached Exhibit. 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 Infrastructure. 3.1.2. Indicate if Infrastructure or third party Infrastructure being sent in for service was subjected to physical damage or lightning damage. 3.1.3. Follow Motorola instructions regarding inclusion or removal of Firmware and Software applications from Infrastructure being sent in for service. 3.1.4. Provide Customer purchase order number to secure payment for any costs described herein. 3.2 Pay for shipping of Advanced Replacement or Loaner FRU from IDO if Customer requested shipping outside of standard business hours or carrier programs set forth in section 2.4.1. 3.3 Within five (5) days of receipt of the Advanced Replacement FRU from IDO's FRU inventory, properly package Customer's malfunctioning Infrastructure and ship the malfunctioning Infrastructure to IDO for evaluation and repair as set forth in 2.7. Customer must send the return air bill, referenced in 2.4.2 above back to IDO in order to ensure proper tracking of the returned Infrastructure. Customer will be subject to a replacement fee for malfunctioning Infrastructure not properly returned. For Infrastructure and/or third party Infrastructure repairs that are not exchanged in advance, properly package Infrastructure and ship the malfunctioning FRU, at Customer's expense and risk of loss to Motorola. Customer is responsible for properly packaging the Customer malfunctioning Infrastructure FRU to ensure that the shipped Infrastructure arrives un -damaged and in repairable condition. Clearly print the return authorization number on the outside of the packaging. 3.4 If received, Customer must properly package and ship Loaner FRU back to IDO within five (5) days of receipt of Customer's repaired FRU. Approved by Contract and Compliance 6-3-09 Motorola, Inc. 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A. Page 2 of 12 QMOTOROLA 3.5 Maintain templates of Software/applications and Firmware for reloading of Infrastructure as set forth in paragraph 2.3 and 2.9. 3.6 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. 4.0 In addition to any exclusions named in Section 5 of the Service Terms and Conditions or in any other underlying Agreement to which this SOW is attached, the following items are excluded from Infrastructure Repair with Advanced Replacement: 1. All Infrastructure over seven (7) years from product cancellation date. 2. All Broadband/WiNS Infrastructure three (3) years from product cancellation date. 3. Physically damaged Infrastructure. 4. Third party Equipment not shipped by Motorola. 5. Consumable items including, but not limited to, batteries, connectors, cables, tone/ink cartridges. 6. Test equipment. 7. Racks, furniture and cabinets. 8. Firmware and/or Software upgrades. Approved by Contract and Compliance 6-3-09 Motorola, Inc. 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A. Page 3 of 12 QMOTOROLA ASTRO® 25 Infrastructure Exhibit Inclusions, Exclusions, Exceptions and Notes for Infrastructure Repair 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) Includes Quantar, STR3000, GTR8000, GTR8000 HPD, IntelliRepeater, Network Management (Please refer to the SOW for details) is not available on all stations. Quantar high power booster power amplifier, power supply and control board Excludes Fan Modules, Dual Circulator Tray, Site RMC Tray Central Electronics Bank(s) Includes Logging Recorder Interface and Network Hub, NICE logging recorders Excludes All other technologies Channel Bank(s) Includes Premisys , Telco, IMACS models 600, 800. Excludes Siemens Comparator(s) Includes Spectratac, Digitac, and ASTRO-tac 9600, GMC8000, Comparators. Computer(s)/Workstations/Modems Includes computers (Pentium I, II, III, IV) directly interface with or control the communications System, including SiteLens and Systemwatch II, PT800 tablet HP x1100, HPx2100, HP xw4000-4600, HP VL600, HP VL800, ML850 laptop, MW800, ML900 laptop, Compaq XW4000. Includes keyboards Excludes all other laptop and desktop computer technologies and all 286, 386, 486 computers; defective or phosphor -burned cathode ray tubes CRT(s) and burned -in flat panel display image retention, mice and trackballs. Console(s) Includes consoles (Centracom Gold Series, Centracom Gold Series Elite, Centracom Gold Elite, CommandSTAR lite, MIP5000, MC 1000, MC2000, MC2500, MC3000, MCC5500) Includes headset jacks, dual footswitches, gooseneck microphones and Console Interface Electronics (CIE). Excludes Centracom I. Controller - trunking Includes SmartNet II prime and remote controllers, MTC3600, GCP8000, Site Controller PSC9600, CSC7000, MTC9600, MZC3600, MZC5000. Excludes SSMT and SCMS controllers. CD ROM Drive, Fan Tray Dictaphones and Recording Equipment Excludes all types and models. Digital Interface Unit(s) Included Digital Signaling Modem(s) Included upon modem model availability Digital Voice Modem(s) Included upon modem model availability Embassy Switch Includes AEB, AIMI, ZAMBI, AMB Keyload Variable Loader Included Logging Recorder Includes NICE Excludes All other technologies Management Terminals Includes computers (Pentium I, II, III, IV) directly interface with or control the communications System, including SiteLens and Systemwatch II. Excludes laptop computers and all 286, 386, 486 computers. MBEX(s) or NOVA Interconnect Included Microwave Equipment. Excluded from service agreement but may be repaired on an above contract, time and material basis. All Equipment must be shipped to IDO. Excludes any on-site services. Monitor(s) Includes all Motorola certified monitors connected to computers that directly interface with or control the communications System. Excludes defective or phosphor -burned cathode ray tubes CRT(s) and burned -in flat panel displays image retention. Monitors not shipped by Motorola and/or cannot be confirmed by a Motorola factory order number. Moscad Only NFM (Network Fault Management), as part of communication System only, RTU, SDM Site Manager RTU. Standalone MOSCAD and System Control and Data Acquisition (SCADA) must be quoted separately. Excludes Fire alarming systems. Network Fault Management Includes Full Vision. Excludes NMC Packet Data Gateway Includes Non -Redundant, High Power Data Printer(s) Includes printers that directly interface with the communications System. RAS(s) Excludes RAS 1100, 1101 and 1102 Approved by Contract and Compliance 6-3-09 Motorola, Inc. 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A. Page 4 of 12 MOTOROLA ASTRO 25 Infrastructure Repair con't Inclusions, Exclusions, Exceptions and Notes for Infrastructure Repair Receiver(s) Includes Quantar, MTR2000 and ASTRO-TAC, GTR8000, GTR8000 HPD Receivers. Excludes Fan Modules, Dual Circulator Tray, Site RMC Tray Routers Includes ST5500, ST5598, S2500 -S6000 Servers Includes: Netra 240, cPCI, HP DL360, HP ML370, hp ML 110, hp TC2110, 2120 Data Collection Device Server, HP InfoVista Server. IR8000 series, LX4000 series, Intel Server TSRL-T2, TIGPR2U, Proventia 201 Linux IDSS, Proventia GX4002C,Trak9100. Network Management Server includes cPCI Chassis, Power Supply, Fan Tray, Controller Hard Drive, CD ROM Drive, Tape Drive, CPU, Client PC's, Core Security Management Server, Firewall Servers, Intrusion Detection Sensor Server. Excludes Dell Servers, Monitors, Memory Module 0182915Y02, Rear Fan RLN5352, Central Process Card 0182915Y01 Simulcast Distribution Amplifier(s) Included Site Frequency Standard(s) Includes Rubidium, GPS and Netclocks systems sold with the Motorola System. Switch Avaya Difmity PBX, S8300, S8500. Nortel Passport 7480, Cisco Catalyst 6509, HP 5308 LAN switch, HP ProCurve Switch 2524, 2650, 2626, 3Com PS40, SS1100 Universal Simulcast Controller Interface(s) Included UPS Systems. Excluded from service agreements but may be repaired on an above contract, time and material basis. All UPS Systems must be shipped to IDO for repair. Excludes any on-site services. Excludes all batteries. Workstation Included Approved by Contract and Compliance 6-3-09 Motorola, Inc. 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A. Page 5 of 12 QMOTOROLA Console Only Infrastructure Exhibit Inclusions, Exclusions, Exceptions and Notes for Infrastructure Repair Card Cages Included Central Electronics Bank(s) (CEB) Includes Logging Recorder Interface and Network Hub, NICE logging recorders, Base Interface Module (BIM), Console Operator Interface Module (COIM), Operator Interface Module (OMI). Central Electronic Shelf (CES) Included Computer(s) Includes computers that directly interface with CEB. Includes keyboards, mice and trackballs. Excludes laptop computers and all 286, 386, 486 computers. Defective or phosphor -burned cathode ray tubes CRT(s) and burned -in flat panel display image retention. Console(s) Includes consoles (Centracom Gold Series, Centracom Gold Series Elite, Centracom Gold Elite, CommandSTAR lite, MIP5000, MC1000, MC2000, MC2500, MC3000, MCC5500) Includes headset jacks, dual footswitches, gooseneck microphones and Console Interface Electronics (CIE). Excludes Centracom I. Console Audio Box (CAB) Included Dictaphones, Logging Recorders and Recording Equipment Includes NICE Excludes All other technologies Junction Box Included Microwave Equipment. Excluded from service agreement but may be repaired on an above contract, time and material basis. All Equipment must be shipped to IDO. Excludes any on-site services. Monitor(s) Includes all Motorola certified monitors connected to computers that directly interface with or control the communications System. Excludes defective or phosphor -burned cathode ray tubes CRT(s) and burned -in flat panel displays image retention. Monitors not shipped by Motorola and/or cannot be confirmed by a Motorola factory order number. Site Frequency Standard(s) Includes Netclocks systems Excludes MFS -Rubidium Standard Network Time and Frequency devices UPS Systems. Excluded from service agreements but may be repaired on an above contract, time and material basis. All UPS Systems must be shipped to IDO for repair. Excludes any on-site services. Excludes all batteries. Approved by Contract and Compliance 6-3-09 Motorola, Inc. 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A. Page 12 of 12 DATE: September 17, 2009 SUBJECT: City Manager Approval — September 25, 2009 ITEM: Consider executing Motorola Service Agreement for dispatch equipment dated Feb. 1, 2009 through September 30, 2009. Department: Staff Person: Justification: Police Department Rick White, Administrative Manager The City has for years entered into regular maintenance agreements with Motorola to ensure the smooth function of communications center equipment at the Police Department. During the past year or so, the radio system had been under warranty as a result of the digital radio migration project that concluded in early 2008. The proposed agreement covers the February - to -September period of this fiscal year, or the period in this fiscal year not covered by the warranty. The agreement covers maintenance and service on dispatch consoles and other radio equipment at the Police Department. Funding: Cost: $11,846.64 Source of funds: General Fund Outside Resources: None Background Information: None Public Comment: N/A UPDATED APRIL 2008