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Motorola Solutions Inc; 2015-05-11;
RATIFICATION OF AMENDMENT NO. 2 TO EXTEND AND AMEND AGREEMENT FOR RADIO MAINTENANCE SERVICES MOTOROLA SOLUTIONS, INC. M This Ratification of Amendment No. 2 is entered into as of the \ '7J,1A,_, day of ~"-' , 20_2.o, but effective as of the 11th day of May, 2019, extending and amending the agreement dated May 11, 2015 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Motorola Solutions, Inc., ("Contractor") (collectively, the "Parties") for Radio Maintenance Services. RECITALS A. On June 30, 2017, the Parties executed Amendment No. 1 to the Agreement to extend and fund the agreement for a period of two years ending on May 12, 2019; and B. The Agreement, as amended from time to time expired on May 12, 2019 and Contractor continued to work on the services specified therein without the benefit of an agreement; and C. The Parties desire to update sections of the original Agreement, specifically the City Radio Contacts section and the city contact information for Notices in section 15 as referenced in Exhibit A to this Amendment; and D. The Parties desire to extend the Agreement for a period of two (2) years.; and NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The retroactive extension and amendment of the Agreement is ratified. 2. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will record updated information as described in Exhibit "A". With this ratification to extend and amend, the total annual Agreement amount shall not exceed one hundred thousand dollars ($100,000). 4. City will pay Contractor for all work associated with those services described in the Agreement on a time and materials basis not-to-exceed one hundred thousand dollars ($100,000) per agreement year. Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 5. Contractor will complete all work by May 12, 2021. 6. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 7. All requisite insurance policies to be maintained by the Contractor pursuant to the City Attorney Approved Version 1/30/13 Agreement, as may have been amended from time to time, will include coverage for this Amendment. 8. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that the h ve the legal power, right and actual authority to bind Contractor to the terms and conditions f th amendment. CONTRACTOR By: (sign here) H-G. C/20-<,o~ , M $~ff v.p. (print name/title) By: (sign here) David Little, Assistant Secretary (print name/title) Cl O CARLSBAD, a municipal · n f the State of California By: BARBARA ENGLESON City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney By: twAMr /{. (fit!£~ Assistant City Attorney City Attorney Approved Version 1/30/13 2 EXHIBIT "A" 1. Update to Original Agreement, Page 5, Section 15. NOTICES For City Name Shea Sainz Title Sr. Contract Administrator Department Finance Department City of Carlsbad Address 1635 Faraday Avenue Carlsbad CA 92008 Phone No. 760-602-2467 For Contractor Name John Carson Title Customer Support Manager Address 16080 Treena St. San Diego CA 92131 Phone No. 858-956-9143 Email John. Carson@motorolasolutions.com 2. Update to Original Agreement, Page 19, CITY RADIO CONTACTS Park Maint.: Contact: Phone: Location: Facility Maint.: Contact: Phone: Location: Temujin Matsubara 760-434-2844/760-434-2824 Parks Administration 1166 Carlsbad Village Dr. Carlsbad CA 92008 Cristina Rangel 760-434-2943 Public Works -Facilities 405 Oak Avenue Carlsbad CA 92008 Utilities Maint. & Operations: Contact: Don Wasko Phone: 760-434-2722 Location: Public Works -Utilities 5950 El Camino Real Carlsbad CA 92008 Community Development Contact: Laureen Ryan Phone: 760-602-4615 Location: Fire Dept: Contact: Phone: Location: 1635 Faraday Avenue Carlsbad CA 92008 Jennifer Marinov 760-931-2135 2560 Orion Way Carlsbad CA 92008 3 Fleet Maint.: Contact: Phone: Location: Street Maint.: Contact: Phone: Location: Edwin Barr 760-931-2192 Fleet Operations 2480 Impala Drive Carlsbad CA 92010 Frances Ballard 760-434-2943 Public Works -Streets 405 Oak Avenue Carlsbad CA 92008 Construction Management/Engineering: Contact: Jennifer Chapman Phone: 760-602-2780 Location: Public Works -CMI 1635 Faraday Avenue Carlsbad CA 92008 Police Communications Center Contact: Lee Henderson Phone: 760-931-2197 Location: 2560 Orion Way Carlsbad CA 92008 Police Dept: Contact: Phone: Location: Jessica Field 760-931-2215 2560 Orion Way Carlsbad CA 92008 City Attorney Approved Version 1/30/13 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ~ } County o~~ ~E&-0 (\ ·. . Mu Z. Zo?O before me, ~~~ CJ\tis.m}J~orJ Dot~ 1 L, _jjere Insert Name and Title of the Officer pers ally appeared ~)) \T1lt- Name(s) of Signer(s) ----------------- who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. HILU CHRISTOPHERSON t COMM. #2223403 z Notary Public -California ~ San Diego County .... ~~:v M Comm. Ex ires Nov. 25, 2021 Place Notary Seal and/or Stamp Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an~-tended document. Description of Attached D~~~~-_al . ~ , ; Title or Type of Document: ~J. L fl.C,fuDf\./ Document Date: ____________________ Number of Pages: ___ _ Signer(s) Other Than Named Above: _______________________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ___________ _ Signer's Name: □ Corporate Officer -Title(s): ______ _ □ Corporate Officer -Title(s): ______ _ □ Partner -□ Limited □ General □ Partner -□ Limited □ General □ Individual □ Attorney in Fact □ Individual □ Attorney in Fact □ Trustee □ Guardian of Conservator □ Trustee □ Guardian of Conservator □ Other: □ Other: Signer is Representing: ________ _ Signer is Representing: ________ _ • ©2017 National Notary Association CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. ,-~~-'-'-=-+~r-"ZD_2-----=Uoetore me,~ LJi,__,__; Cfaucs:,uL2,~ - Date ~ /7 Here Insert Name and Title of the Officer ally appeared -±3:QW~ l;t::\,3f.((E ------- Name(s) of Signer(s) ------who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s). or the entity upon behalf of which the person(s) acted, executed the instrument. HILU CHRISTOPHERS 0 0N t COMM. #2223403 z Notary Public • California ~ Sen Diego County .... M Comm. Ex ires Nov. 25, 2021 Place Notary Seal and/or Stamp Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. OPTIONAL Completing this information can deter alteration of the document or Description of Attached DoPi\~'!1!n.t...__, ~ \ , , I fraudulent reattachment of this form to a~nintended document. Title or Type of Document: ~Ybrc: \Vo .l-nt.ic\ior--J Document Date: ____________________ Number of Pages: ___ _ Signer(s) Other Than Named Above: _______________________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ___________ _ Signer's Name: ___________ _ □ Corporate Officer -Title(s): ______ _ □ Corporate Officer -Title(s): ______ _ □ Partner -□ Limited □ General □ Partner -□ Limited □ General □ Individual □ Attorney in Fact □ Individual □ Attorney in Fact □ Trustee □ Guardian of Conservator □ Trustee □ Guardian of Conservator □ Other: □ Other: _____________ _ Signer is Representing: ________ _ Signer is Representing: ________ _ ·~ ©2017 National Notary Association ~ I DATE(MMIDDIYYYY) ACC>RD• CERTIFICATE OF LIABILITY INSURANCE ~ 06/10/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Aon Risk Services central, Inc. PHONE (866) 283-7122 I rta. No.): (800) 363-0105 Chicago IL office (A/C. No. Ext): 200 East Randolph E-MAIL Chicago IL 60601 USA ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURED INSURER A: Lloyd's syndicate No. 4711 AA1120090 Motorola solutions, Inc. INSURER B: Liberty Mutual Fi re ms co 23035 Attn: Karen Napier Liberty Insurance corporation 42404 500 west Monroe INSURERC: Chicago IL 60661 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570076654481 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, Limits shown are as reauested INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSO WVD (MM/ODNYYY) (MM/0D/YYYY) B X COMMERCIAL GENERAL LIABILITY y TB2641005169079 07/01/L019 07/01/2020 EACH OCCURRENCE $2,000,000 -D 0occuR vf"\1w1n..;,1.. IV "'-'~IP:;U $250,000 CLAIMS-MADE PREMISES (Ea occurrence) -MED EXP (Any one person) $10,000 -PERSONAL & ADV INJURY $2,000,000 GEN'LAGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $4,000,000 ~ POLICY □PRO-□LOG $2,000,000 JECT PRODUCTS -COMP/OP AGG OTHER B AUTOMOBILE LIABILITY AS2-641-005169-019 07/01/2019 07/01/2020 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 -X ANY AUTO BODILY INJURY ( Per person) --SCHEDULED BODILY INJURY (Per accident) OWNED AUTOS ONLY AUTOS --PROPERTY DAMAGE HIRED AUTOS NON-OWNED (Per accident) -ONLY -AUTOS ONLY UMBRELLA LIAB H OCCUR EACH OCCURRENCE -AGGREGATE EXCESS LIAB CLAIMS-MADE OED I I RETENTION C WORKERS COMPENSATION AND WA764D005169089 07/01/2019 07/01/2020 X I PER STATUTE I JoTH-EMPLOYERS' LIABILITY All Other States ER Y/N $1,000,000 ANY PROPRIETOR I PARTNER I ~ WC7641005169099 07/01/2019 07/01/2020 E.L EACH ACCIDENT C EXECUTIVE OFFICER/MEMBER N/A (Mandatory in NH) WI E.L DISEASE-EA EMPLOYEE $1,000,000 ~~;i~ftfi~ ~1igPERATIONS below E.L DISEASE-POLICY LIMIT $1,000,000 A E&o-MPL-Primary FSCE01900661 07/01/2019 07/01/2020 Each claim $1,000,000 Policy Aggregate $1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Radio Maintenance Services A~reement. The with respect to the General Liability Policy. the City. City of General Carlsbad, its officials and employees are included as Additional Insured Liability is Primary with respect to any other insurance maintained by CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Carlsbad AUTHORIZED REPRESENTATIVE 1635 Faraday Avenue Carlsbad CA 92008 USA ~~~--, ~~ ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD co .... ✓ .... "' <D <D ,._ 0 0 ,._ "' 0 z ~ <J i;::: '2 ., 0 ✓ POLICY NUMBER: TB2-641-005169-079 COMMERCIAL GENERAL LIABILITY CG 2010 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury'', "property damage" or "personal and advertising injury'' caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): All Entities as required in writing prior to the date of loss Location(s) Of Covered Operations All locations as required by a written contract or agreement entered into prior to an "occurrence" or offense Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CG 2010 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR RADIO MAINTENANCE SERVICES MOTOROLA SOLUTIONS, INC. T�is Amendment No. 1 is entered into and effective as of the 30tt--\ day of l�\lJN,, , 2017, extending the agreement dated May 11, 2015 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Motorola Solutions, Inc., ("Contractor") (collectively, the "Parties") for Radio Maintenance Services. RECITALS A.On May 11 , 2015 the Parties entered into a two (2) year Agreement for RadioMaintenance Services; and C.The Parties desire to extend and fund the Agreement for a period of two (2) years. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1.The Agreement, as may have been amended from time to time, is hereby extendedfor a period of two (2) years ending on May 12, 2018 in an amount not to exceed $100,000.00 per Agreement year. 2.All other provisions of the Agreement, as may have been amended from time totime, shall remain in full force and effect. 3.All requisite insurance policies to be maintained by the Contractor pursuant to theAgreement, as may have been amended from time to time, shall include coverage for this Amendment. Ill Ill Ill Ill Ill City Attorney Approved Version 1/30/13 4.The individuals executing this Amendment and the instruments referenced onbehalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTRACTOR By: By: (sign here) { �-ert.; e f15S5£ V, a f rt'Sicl.e;, f (print name/title) (sign here) D�\l;J L-,r·lff-t ff'5� > e [ rt �Y (print name/title) 1 CITY OF CARLSBAD, a municipal corporation of the State of California By: City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation mY!1 attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: City Attorney Approved Version 1 /30/13 2 AGREEMENT FOR RADIO MAINTENANCE SERVICES MOTOROLA SOLUTIONS, INC. THIS AGREEMENT is made and entered into as of the / /� day of /tl� , 2015, by and between the CITY OF CARLSBAD, a municipal corporation,ity"), and Motorola Solutions, Inc., a Corporation, ("Contractor"). RECITALS A.City requires the professional services of a radio maintenance contractor that isexperienced in providing professional services and advice related to radio and fixed end communications equipment. B.Contractor has the necessary experience in providing professional services andadvice related to providing professional services and advice related to radio and fixed end communications equipment. C.Contractor has submitted a proposal to City and has affirmed its willingness andability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A" Statement of Work, which is incorporated by this reference in accordance with this Agreement's terms and conditions. In the event that Motorola Solutions Inc. Terms and Conditions (Attachment "A"), which is incorporated herein by this reference, conflict with the City of Carlsbad Contract, the City of Carlsbad contract will take precedence. Section 12.1 of Motorola Solutions Inc. Terms and Conditions is deleted in its entirety. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of two (2) years from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional two (2)year periods or parts thereof in an amount not to exceed One Hundred Thousand dollars ($100,000.00) per Agreement term. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. This paragraph takes precedence over Motorola Solutions Inc. Terms and Conditions paragraph 17.6 (Attachment "A"). 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. City Attorney Approved Version 2/24/15 1 of 36 5.COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be per unit cost as outlined in Exhibit "B" Monthly Cost of Services. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed One Hundred Thousand dollars ($100,000.00) per Agreement term. Incremental payments, if applicable, should be made as outlined in attached Exhibit "B". 6.STATUS OF CONTRACTORContractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30)days for any tax, retirement contribution, social security, overtime payment, unemploymentpayment or workers' compensation payment which City may be required to make on behalf ofContractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balanceowing to Contractor. 7.SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. The City of Carlsbad agrees to the use of Day Wireless Communications, of San Diego, California, as the authorized distributor of goods and services provided by this contract on behalf of Motorola Solutions Inc. 8.OTHER CONTRACTORSThe City reserves the right to employ other Contractors in connection with the Services. 9.INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys' fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 2/24/15 2 of36 The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10.INSURANCEContractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII". OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of two years following the date of expiration of the contract. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be included as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 Contractor agrees this insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City Attorney Approved Version 2/24/15 3 of36 City sent by United States mail pursuant to the Notice provisions of this Agreement. If the cancellation is due to non-payment of premium, the notice period shall be ten (10) days. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach and may terminate this Agreement 11.BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12.ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to City's costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. Contractor's duties are limited to records it ordinarily keeps for its business purposes and that are directly pertinent to this Agreement. Contractor has no duty to disclose confidential trade secret information. 13.OWNERSHIP OF DOCUMENTSAll work product produced by Contractor specifically for City and not for internal or more general use pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all such work product produced by Contractor pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14.COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in Contractor. II II II II II II II II II II II II II II City Attorney Approved Version 2/24/15 4of36 15.NOTICESThe name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name John DeRego Title Buyer & Contract Administrator Department Finance Department City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2467 For Contractor Name �-h/2r-r;,.,,11, Title tar 'vfllV �/a>i Hwmuyr Address fol{SrJ �j Utftft--)r,'Vl-Sci#l 'b 1 '<-!J , c It 1 -i,, ),-r Phone No.. 7h O 7 l 1 . '--{ IJC,J Email IL-4Ji ��r:5Mi1/k �W\b��?•l·i.W�·t-"1n Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16.CONFLICT OF INTERESTContractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17.GENERAL COMPLIANCE WITH LAWSContractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18.DISCRIMINATION AND HARASSMENT PROHIBITEDContractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19.DISPUTE RESOLUTIONIf a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten ( 10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding City Attorney Approved Version 2/24/15 5of36 upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20.TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by United States mail of the alleged default and a thirty (30) day opportunity to cure before termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21.COVENANTS AGAINST CONTINGENT FEESContractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22.CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23.JURISDICTION AND VENUEAny action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for City Attorney Approved Version 2/24/15 6 of36 a change of venue in these proceedings to any other county. 24.SUCCESSORS AND ASSIGNSIt is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld, except on reasonable notice to the City Contractor may assign this Agreement without City's consent if the assignment is part of a merger, acquisition or major corporate restructuring. 25.ENTIRE AGREEMENTThis Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. II II II II II II II II II II II II II II II II II II II II II II II II II II II II II II II II II City Attorney Approved Version 2/24/15 7 of36 26.AUTHORITYThe individuals executing this Agreement and the instruments referenced in it on behalf ofContractor each represent and warrant that they have the legal power, right and actual authorityto bind Contractor to the terms and conditions of this Agreement. CONTRACTOR (print ndme/title) By: _/ --c7 � � (sign here) {) ut v.� L 11-f � ft< { i _)e< (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California B� C�taRt Git;' D4ana9er as .at:tthori2:ed BY �"1e City Me1,ege1- Kathryn B. Dodson ATTEST: zjm�Qk BARBARA ENGlSN City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President MARK W. ANTHONY ( 1/r?rr,tL)1,t1Jf// Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: City Attorney Approved Version 2/24/15 8 of36 EXHIBIT "A" .MOTOROLA Statement of Work Infrastructure Repair with Advanced Replacement 1.0 Description of Services Infrastructure Repair with Advanced Replacement 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. Infrastructure may be repaired down to the Component level, as applicable, at the Motorola Infrastructure Depot Operations (mO). 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) wi,ll be evaluated and repaired by mo and returned to mo FRU inventory upon completion of repair. 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 mo or select third party FRU inventory to Customer specified address. 2.4. l. During normal operating hours of Monday through Friday 7:00am to 7:00pm CST, excluding holidays, FRU will be sent next day air via Federal Express Priority Overnight or UPS Red, unless otherwise requested. Select third party FRU may ship second day air via Federal Express Priority Overnight or UPS red as noted in the attached exhibit(s). 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 ofIDO or select third party and the Customer will o,m the Advanced Replacement FRU. 2.4.3. When sending a Loaner FRU to Customer, mo 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 mo. 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. Motorola, Inc. Page I of 16 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance 1 l /20/09 Version 2.0 5116113 9 of36 •MOTOROLA 2.7.2. Replace malfunctioning FRU or Components. 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. Perfonn a System Test on select Infrastructure. 2.8. Provide the following service on select third party Infrastructure: 2.8. l. 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 Infrastructure 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. IflDO 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 JOO FRU. Motorola will return Customer's FRU(s) to TDO'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. l. 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. l . l. 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 iflnfrastructure 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. l. 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 JDO 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. Motorola, Inc. 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance I I/20/09 Version 2.0 5116/13 Page 2 of 16 10 of 36 .MOTOROLA 3.4 Ifreceived, Customer must properly package and ship Loaner FRU back to IDO within five (5) days of receipt of Customer's repaired FRU. 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 For Digital In-Car Video Infrastructure, remove video from equipment prior to sending Infrastructure in for repair. Video retrieval is a separate service and is not included as part of this SOW. Additional services and fee applies. 3. 7 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: l.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.Video retrieval from Digital In-Car Video equipment. 7.Test equipment. 8.Racks, furniture and cabinets. 9.Firmware and/or Software upgrades. Motorola, Inc. 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance I 1/20/09 Version 2.0 5116113 Page3 of 16 11 of 36 .MOTOROLA Statement of Work Network Preventative Maintenance l .O 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. 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 Notify the Customer of any possible System downtime needed to perform this service. 2.2 Physically inspect the Infrastructure Equipment in the system (equipment cabinets, general circuitry, fault indicators, cables, and connections). 2.3 Remove any dust, and/or foreign substances from the Infrastructure. 2.4 Clean filters, if applicable. 2 .5 Measure, record, align, adjust the Infrastructure Equipment parameters in accordance with the manufacturer's service manuals and the Rules and Regulations of the Federal Communications Commission (FCC), where applicable. 3.0 Customer has the following responsibilities: 3.1 Provide preferred schedule for Network Preventative Maintenance to Motorola. 3.2 Authorize and acknowledge any scheduled System downtime. 3.3 Maintain periodic backup of databases, Software applications and Firmware. 3.4 Establish and maintain a suitable environment (heat, light, and power) for the Equipment location and provide the Servicer full, free, and safe access to the Equipment so that the Servicer may provide services. All sites shall be accessible by standard service vehicles. 3.5 Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide the Network Preventative Maintenance services to Customer. Approved by Motorola Contracts & Compliance: 1/28108 12 of 36 .MOTOROLA SmartZone -Network Preventative Maintenance Checklist si•��i:1orffl1tmitr:¢: · .. ····•><}•·•·•·=··.·· •••·Q��ttoii1:t,�1.·iit+�t¢·.·•nntita�1i1· ... ·: ··: Repeater(s), Control Station(s) Transmitter modulation RF PQWer output/reflected RF Freauency Measured/adjusted Receiver Sensitivity Measured/Adjusted Audio Input & Output Level Check Low Soeed Data Combiners & Circulator Loss Receiver Desense (Full Duplex Only) Power Suooly voltages Consoles Positions/Remotes Audio Input & Output Level Ethernet Operation CEB Power Suoolv Voltaae, and AC Rioole Switches, Lights, CRT CEB Sianal Levels Wiring and Groundina for each Position Check and Clean keyboards, CPU. CRTs CEB Diaanostics Central Controllers, DIGITAC Comparators Central Controller and Power Supplies T Bar Switched Simulcast Controller Simulcast Remote Controller Distribution Amp DIGITAC Comparator Receiver Multi-Couplers and Tower Mounted Amplifier Check for receiver to Comoarator audio path. Check for proper audio to Status Tone ratio Confirm that all Receiver RX Notch Filters are either IN or OUT GPS Roll to Redundant Receive Reference Module Check Freauencv Standards Check Power Suoolv Voltaaes Site Equipment Audio Network Analvzer Baseline Database Server System Manaaer Terminal Site Test/System Calibration Eauipment Power Check Diagnostics/Alarms UPS AC/DC Voltaaes/Batteries Switch-Over Operations Generator Switch to Generator Power AC to DC Power Unit (RF equipment) Switch to Battery Power All Eauipment Check Diagnostics/Alarms Other Equipment Check all system printers Check all modems for prooer levels & svnchronization MBX/Other telco interface common eouioment Approved by Motorola Contracts & Compliance: 1128/08 13 of 36 .MOTOROLA Servicer Statement of Work OnSite Infrastructure Response With Local Dispatch The Servicer will provide OnSite Infrastructure Response services to the Customer. The relationship between Motorola and the Servicer shall be as set forth in this Statement of Work (SOW). Subcontracts for OnSite Infrastructure Response 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. 1.0 Description of Service OnSite Infrastructure Response provides for on-site technician Response by the Servicer. 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. 2.0 Motorola has the following responsibilities: 2.1 Provide the following Customer information to Servicer: 2.1. l Customer name, contact and address 2.1.2 System type and Equipment descriptions 2.1.3 Site identification (site names, site ids, addresses and zip codes) 2.1.4 Site access requirements 2.1.5 Provide Equipment list including type and quantity, when available. 2.2 Provide technical support, when requested. 2.3 Provide Infrastructure/Component/FRU if Customer has purchased and malfunctioning Infrastructure is covered under service agreement with IDO such as Infrastructure Repair or Infrastructure Repair with Advanced Replacement 3.0 Servicer has the following responsibilities: 3.1 Receive service request Continuously from Customer. 3.2 Assign technical resources and provide estimated time of arrival (ETA) to Customer. 3.3 Respond to the Customer site within Response time commitment set forth in the Response Time Table 3.4 Maintain virus protection software, operating system patches for any equipment that may interact with the Customers System Equipment. 3.5 Servicer will perform the following on-site: 3.5.1 Run diagnostics on the Infrastructure or FRU. 3.5.2 Replace defective Infrastructure or FRU, as applicable. Customer, Servicer or Motorola may provide Infrastructure or FRU. IfIDO is providing the FRU, Servicer is responsible for requesting the return authorization. 3.5.3 Provide materials, tools, documentation, physical planning manuals, diagnostic/test equipment and any other requirements necessary to perform the Maintenance service. 3.5.4 If a third party Vendor is needed to Restore the System, the Servicer should accompany Vendor onto the Customer's premises. 3 .6 Call Customer upon Restoration and request Verification. If Customer cannot be contacted within twenty (20) minutes, the Servicer is released from the Customer site. Provide service ticket document to Customer and to Motorola representative upon request. Service ticket documentation shall include: 3.6.l Resolution action. 3.6.2 Technical infonnation on application product or system 3.6.3 Defective FRU or part number (model#) used 3.7 Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide this service to Customer. OnSite Infrastructure Response w/ Local Dispatch Approved by Motorola Contracts & Compliance: 8110/11 Page I of2 14 of 36 •MOTOROLA Severity Definitions Table Severity Level Problem Types Severity l •Response is provided Continuously•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 unusablesystem, sub-system, Product, or critical features from the Customer'sperspective. 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'snormal use of the system, sub-system, product, or major non-criticalfeatures 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 ofthe system, sub-system, product, or critical features from a Customer'sperspective. It may also represent a cosmetic issue, includingdocumentation errors, general usage questions, recommendations forproduct enhancements or modifications, and scheduled events such aspreventative maintenance or product/system unerades. Response Times Table Severity Regular Premier Level Response Time Response Time Severity l Within 4 hours from Within 2 hours from Notification Notification Continuous Iv Continuously Severity 2 Within 4 hours from Within 4 hours from Notification Notification Standard Business Day Standard Business Day Severity 3 Within 24 hours from Within 24 hours from Notification Notification Standard Business Day Standard Business Day OnSite Infrastructure Response w/ Local Dispatch Approved by Motorola Contracts & Compliance: 8/10/// Limited Response time Within 4 hours from Notification Standard Business Day Within 4 hours from Notification Standard Business Day Within 24 hours from Notification Standard Business Day Page 2 of2 15 of 36 Statement of Work Service From the Start - LITE End Users 1.0 Description Service From the Start-LITE provides board level service for the Equipment that is specifically named in the applicable agreement to which this Statement of Work (SOW) is attached or any of the agreement's subsequent revisions. Services are performed at the Radio Support Center (RSC), or Federal Technical Support Center. In addition to Equipment specifically named in the applicable agreement to which this Statement of Work is attached, Service From the Start LITE includes service on single mobile control heads provided that they are required for normal operation of the Equipment and are included at the point of manufacture. Service From the Start LITE excludes repairs to: optional accessories; standard mobile palm microphones; non standard mobile microphones; IDEN accessories; IDEN mobile microphones; portable remote speaker microphones; optional or additional control heads; mobile external speakers; single and multiple unit portable chargers; batteries; mobile power and antenna cables; mobile antennas; portable antennas, and power supplies. Engraving service is not covered under standard Service From the Start LITE. This service does not cover defects, malfunctions, performance failures or damage to the unit resulting from physical, liquid, or chemical damage. An estimate for non-covered repairs will be provided for units displaying extensive damage. Service From the Start LITE is non-cancelable and non-refundable,. If Equipment is added to the agreement subsequent to the Start Date, these units are also non-cancelable and non-refundable for the agreement duration. All added Equipment must be in "good working order" on the Start Date or when additional Equipment is added to the agreement. To ensure "good working order", added equipment will incur a time and material (T&M) repair fee if a repair is requested on that equipment within 3 0 days after being added to the agreement. Equipment may only be added to the agreement, via a customer signed or emailed Motorola Inventory Adjustment Form (IAF). Complete and accurate serial numbers and model descriptions must be supplied or the added unit will not be included under the agreement and will incur a T &M repair fee. All inventory adjustment requests for add-on subscriber units received prior to the 15th of the month will be effective the l st of the following month. Equipment add-on requests received after the 15th of the month will be effective the I st of the next succeeding month. Equipment deletions from the agreement may only be deleted under the following limited conditions: a) Equipment was stolen and proof of theft is provided to Motorola; or b)Motorola determines Equipment is damaged beyond repair; or c) Motorola determines Equipment is no longer supportable or is obsolete; or d)Equipment had already been under a previous contract for at least the twelve month requirement. Equipment deletions, where applicable, will be effective at the end of the month in which the request was received. The terms and conditions of this Statement of Work ate 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 the Motorola Service Agreement or other applicable agreement and this Statement of Work, the provisions of this Statement of Work shall prevail. Service From the Start-LITE 08-25-14 16 of 36 2.0 Motorola has the following responsibilities: 2.1 Test and Restore the Equipment to Motorola factory specifications, including Factory Mutual (FM), and Mine Hazard Safety Association (MHSA). 2.2 Reprogram Equipment to original operating parameters based on the Customer template, if retrievable, or from a Customer supplied backup. If the Customer template or code plug is not usable, a generic template or code plug utilizing the latest Radio Service Software (RSS) or Customer Programming Software (CPS) version for that Equipment will be used. The Equipment will require additional programming by the Customer to Restore the original template. All Firmware is upgraded to the latest release for each individual product line. 2.3 Clean external housing of the Equipment. External components of unit will only be replaced when functionality has been diminished. 2.4 Pay the outbound freight charges. Motorola will pay the inbound freight charges if the Customer uses the Motorola designated delivery service. 2.5 Provide the Motorola repair request and Inventory Adjustment Form (IAF) via Motorola On Line (MOL). 2.6 Process inventory adjustment requests received by email or fax from Customer. If the request is received by email, Motorola will email an acknowledgement to the sender. 2. 7 Perform covered services as requested by Customer on the Motorola repair request form.2.8 If applicable, notify Customer of changes in Motorola designated inventory adjustment email address orfax number. 3.0 Customer has the following Responsibilities: 3. l Supply Motorola complete and accurate serial numbers and model description.3.2 Utilize the Motorola designated delivery service program to obtain Motorola payment for inboundshipping 3.3 Access the Motorola repair request form and Inventory Adjustment Form (IAF) through Motorola On Line (MOL). 3.4 Initiate service request via Motorola On Line (MOL) or complete a Motorola repair request form with contract number referenced, and submit with each unit of Equipment sent in for service. Mobile control heads or accessory items sent in must reference the serial number of the main unit. 3.5 If desired, supply Motorola with a Software template or programming in order to assist in returning the Equipment to original operating parameters. This step must be completed for Equipment that will not power up. If applicable, record the current flashcode for each radio. 3.6 If Motorola must utilize a generic template or code plug to Restore Equipment to operating condition, Customer is responsible for any programming required to Restore Equipment to desired parameters. 3.7 Provide a signed or emailed Motorola Inventory Adjustment Form (IAF) for all Equipment additions. 3.8 Local services or annual maintenance required for maintaining normal operation of the equipment, unless specified on the service agreement. Service From the Start-LITE 08-25-14 17 of 36 Radio Maintenance Contract Scope of Services All Equipment Maintenance, repair, installation and removal of all radio equipment as listed in Attachments A, and B. Annual Preventive Maintenance Inspection: (Annual Preventative Inspection applies to fixed end Includes all parts and labor charges. equipment only) Telephone consultation and support, 24ll. Fixed-End Equipment Includes, but is not limited to all equipment listed in Attachment AService will be provided 24 hours per day, 7 days per week. Repairs will be performed on site when possible and off-site with the permission of the City. Mobile and Portable Equipment Maintenance, repair, installation and removal of all mobile and portable radios as listed in Attachment B. Service will be provided Monday thru Friday, 8am to 5pm. Pick-up and delivery to/from the appropriate city radio contact listed below. The specific procedures for repair scheduling, pick up and return of police mobile and portable radio equipment are detailed in Attachment D. VHF AND LOW-BAND EQUIPMENT ( Not included) Maintenance, repair, installation and removal of all Low-Band equipment if added to department inventory and to the maintenance contract. ( quote will be provided model # and quantities are necessary) Service will be provided Monday thru Friday, 8am to 5pm. PC'S AT EACH DISPATCH POSITION ( Clarification) There is one PC at each Dispatch position that runs the Motorola Gold Elite software. The selected vendor will be the single point contact for the maintenance and repair of these PC's. The PC's will have a 3 year/next day service contract with Hewlett Packard. The selected vendor will be responsible for troubleshooting any problems with the PC, contacting HP for the appropriate repairs, and contacting the County for software reinstallation if necessary. The selected vendor will also be responsible for temporarily installing a City provided spare, either from another position or (customer provided inventory)storage, to keep the radio position up and running until the repairs are completed. 18 of 36 CITY RADIO CONTACTS Parks Contact: Phone: Location: Facilites Contact: Phone: Location: Paul Meadows 760-434-2857 /760-434-2985 Parks Administration1166 Carlsbad Village DriveCarlsbad, CA 92008 Pat Wise 760-434-2943 Streets/Facilities Maint. Yard 405 Oak Avenue Carlsbad, CA 92008 Maintenance & Ops Contact: Don Wasko Phone: 760-438-2722 Location: Maintenance & Ops5950 El Camino Real Carlsbad, CA 92008 Community Development Contact: Michele Masterson Phone: 760-602-4615 Location: 1635 Faraday Avenue Carlsbad, CA 92008 Fire Department Contact: Brianne Daley Phone: 760-931-2135Location: Safety Center2560 Orion WayCarlsbad, CA 92010 Fleet Contact: Phone: Location: Edwin Barr 760-931-2192/760-434-2949Fleet Operations2480 Impala Drive Carlsbad, CA 92010 Streets Contact: Phone: Location: Christina Rodriguez 760-434-2980 Streets/Facilities Maint. Yard405 Oak Avenue Carlsbad, CA 92008 Engineering Contact: Jennifer Gowen Phone: 760-602-2780 Location: Construction Management &Inspections 5950 El Camino RealCarlsbad, CA 92008 Police Communication Center Contact: Joan Mabrouk Phone: 760-931-2197Location: Safety Center Police Contact: Phone: Location: 2560 Orion Way Carlsbad, CA 92010 Jessica Field 760-931-2215Safety Center2560 Orion WayCarlsbad, CA 92010 19 of36 ATTACHMENT A: Fixed End Equipment CITY OF CARLSBAD POLICE COMMUNICATIONS CENTER All equipment listed on this page, with the exception of the computer, the Motorola Elite software and the Microsoft Windows software will be maintained by the radio maintenance contractor: Six Dispatch Positions (in addition to 1 spare computer) Each Motorola Gold CRT dispatch position has the following equipment associated with the 800 MHz Regional Communications System: •LCD monitor•Keyboard and mouse•Desk microphone and foot switch•Console Interface Electronics (CIE) box with the select and unselect audiospeakers•Computer to run Motorola Elite and Microsoft Windows software. Modds need to known or specified for quoting maintenance or providing a quote for a repair. E . Exception We can provide options inclusive of the elements below depending on the equipment we areNon-warranty qu1pment asked to repair. This will be offered on a case by case basis.dependign on the equipment. 1.City is interested in possibility to maintain non-warranty equipment if cost effective.2.Pick-up and delivery included.3.Fee for providing repair estimate will be applied to repair cost if City decides torepair radio.4.If vendor cannot provide parts for repair, City will not be charged for estimate fee. 20 of36 CITY OF CARLSBAD POLICE COMMUNICATIONS EQUIPMENT ROOM •Rack #2 contains equipment for the call logging recorder and Operator Position #6. This equipment will be maintained by the radio maintenance contractor. Rack #2also contains various switches, routers and firewalls that will not be maintained by the radio maintenance contractor. Rack#2 1 2 3 4 5 6 7 8 9 10 BLN6845A BLN6845A BLN6845A BLN7061B COIM BFN6008A BFN6008A AEI Op. LORI LORI logging Pos. recorder #3 (2)RS-232 Circuit Cards for slots 4 & 5 above 21 of 36 CITY OF CARLSBAD POLICE COMMUNICATIONS EQUIPMENT ROOM All equipment listed on this page will be maintained by the radio maintenance contractor. RCS/County Wireless will perform all software and firmware upgrades and assist in troubleshooting any problems that occur. •Rack #3 is the Central Electronics Bank (CEB) which interfaces with Gold EliteDispatch positions with the 800 MHz Regional Communications System. C dC #1 ar age 1 2 3 4 5 6 7 8 9 10 Blank Blank Blank BLN6845A BLN7061b COIM BLN1165C BLN1165C BLN1165C BLN70238 AEI LOMI Op. 161/0 161/0 161/0 AIMI A logging Carlsbad Pos. Sally 1 Sally2 Sally3 recorder #3 Slots tl6 and #10 have BLN6755C auxiliary cards C dC ar age #2 1 2 3 4 5 6 7 8 9 10 BLN1165C BLN1165C BLN6654D BLN11458 COIM COIM BLN11458 BLN11458 Blank ?/FN6008A PD primary PD TAC BIM Spare Green Op. Op. CHP/OPD Sheriff LORI log comparator vote Open Pos Pos TAC No/Sheriff recorder comparator #2 #4 Vista C dC ar age #3 1 2 3 4 5 6 7 8 9 10 BLN6654D BLN6654D BLN6654D BLN6654D COIM COIM Op. BLN6654D BLN6654D Blank BLN7023B BIM BIM BIM SIM Op. Pos. #5 BIM BIM Fire AIMI B (PD (PD TAC ) Mutual Aid (Public Pos. Supervisor (Fire Local Bek Primary) Works )· #2 Primary) Slots #1 and #10 have BLN6755C auxiliary cards (1)Aux 1 BLN 6664Bfor Card Cage #3(1) RS-232 Circuit Card for slot 6 above BPN 1009A Power Supply for Card CaQe #1 BPN 1009A Power Supply for Card Cage #2 BPN 1009A Power Supply for Card Cage#3 9 batteries GLOSSARY COIM: Console Operator Interface Module BIM: Base Interface Module AEI: Audio Expansion Interface LORI: Logging Recorder Interface AIMI: Ambassador Interface Multiplex Interface 22 of 36 CITY OF CARLSBAD POLICE COMMUNICATIONS EQUIPMENT ROOM All equipment on this page is maintained by RCS/County wireless and is listed for the contractor's information only: •Rack #4 is Microwave Equipment Rack#4 Harris Farinon Division DVMXT Microwave Radio Transmitter/Receiver Harris Versa T1 lity Multiplexer Channel Bank 3 COM Superstack Modem Motorola UDS Modem 23 of36 CITY OF CARLSBAD POLICE COMMUNICATIONS EQUIPMENT ROOM All equipment on this page is maintained by RCS/County wireless and is listed for the contractor's information only: Rack #5 consists of uninterrupted power supply (UPS), panels that connect the backup power to various electronic equipment, Motorola MOSCAD which allows for the remote control (open and closing) of gates, doors, windows and monitoring of remote electronic equipment, and Andrew antenna cable conditioning equipment. Rack#S La Marche UPS SIMENS Fuse Panel Premisys fMACS 800 Channel Bank Motorola MOSCAD 2 CPUS One 60 Digital input One 16 Digital input Andrew Dryline MT-050 Pressurizer La Marche UPS 24 of 36 RCS RADIO EQUIPMENT PORTABLES XTS3000 WITHOUT DEPT WARRANTY Police Department 69 Fire Department 11 MOBILES ASTRO SPECTRA WITHOUT DEPT WARRANTY Police Department 90 Fire Department 21 ATTACHMENT B XTSS0OO XTSSOOO unknown XTSSOOO WITH WITHOUT APX6000 WITH warranty WARRANTY WARRANTY WARRANTY 25 until 10-9-15 49 40 until 11-7-16 65 8 XTLSOO0 XTLSOOO UNKNOWN WITHOUT APX6500 WITH WARRANTY WARRANTY WARRANTY 19 17 until 12-9-16 10 4 25 of36 ATTACHMENT C Police Department Radio Transfer Procedures Transfer of radio equipment This attachment deals with specific procedures for repair, scheduling, pick-up, and returns of police mobile and portable radio equipment. Generally, all arrangements for the scheduling of repairs to police mobile radios, and the pick-up and return of mobile radios, will be through the Fleet Maintenance Facility at 760-931-2192. All radios will be returned to a Fleet employee, who will sign the vendor'sreceipt for the return. The point of contact for the pick-up and return of police portable radios is through Police Administration at 760-931-2215. When the vendor determines that a mobile radio must be removed from a police vehicle for repairs, the vendor will contact the Fleet Maintenance Facility and request a back-up radio. When the radio is removed, it will be identified to the vehicle from where it came from by paint marker or recorded to the work order for the vehicle. The back-up radio will be installed in the vehicle and a receipt for the radio to be repaired will be given to a Fleet employee. The vendor should consider availability of the Fleet and Police employees when scheduling work. Fleet and Police Administration are available on weekdays. It is recommended that the vendor confirm the availability of the employee prior to scheduling a technician. It shall be the responsibility of the Fleet and Police to notify the vendor of any changes in personnel authorized to accomplish the transfer of equipment. Due to access to security areas, the Vendor's employees may be required to present identification acceptable to the City. The City reserves the right to perform a background check and/or random background checks on Vendor's employees. Acceptance of the contract signifies the Vendor's agreement to provide a list of employees who will be working at City facilities when requested by the City. The City of Carlsbad will determine the frequency of background checks and will notify the Vendor in writing of the acceptability of the Vendor's employees. The Vendor agrees the City of Carlsbad will be the sole judge of the suitability of the Vendor's employees to perform any work on City of Carlsbad owned or maintained property. 26 of36 GENERAL INSTALLATION PROCEDURES AND GUIDELINES •Remote, trunk mount, and/or dash mount radios are to be installed so that technicians will have reasonable access to programming or testing ports. •Manufacturers strain reliefs must be used on cabling. •Appropriate slack must be left in cabling for testing, troubleshooting or programming radios. •Placement of radio or control head must not interfere with any vehicle controls orindicators (i.e. shifters, pedals, gauges, etc.) in passenger compartment. •Placement of radio or control head, microphone or any associated equipment oraccessories must not interfere with the deployment of passenger or driver airbags! Vehicle manufacturer's guidelines must be followed. •Under no circumstances should insulated butt splices be used on cables or wiring! •Radios and control heads should be orientated for easy viewing and minimum reflections on displays. •Radio and control heads should be placed so that vehicle operator has easyaccess to controls. •RCS does not recommend or condone using inappropriate radio control types forhidden or "under cover" applications, Motorola Hand Held type controls should beused. CABLE AND WIRING GUIDELINES •The red (positive) power lead should be connected to a power distributionterminal in the engine compartment connected directly to positive terminal of the battery with appropriate current delivering ability. Connection directly to sidemount terminal on batteries in some GM vehicles is permitted with Motorola adaptor part number 66-803 88AI 3 or equivalent. •The fuse on the red lead should be as close to the battery or distribution point as practical. Fuse holders under the hood should be weather-proof type. Fuses shallbe visible and accessible. 27 of36 •Red power leads must be terminated with a ring lug that is crimped, soldered andprotected with shrinkable tubing. •Fuse holders on green and orange leads shall be installed as per Motorolainstallation instructions making sure to crimp and solder metal fuse clips. •All cables or wires to control heads or dash mount radios shall be neatly dressedand out of view when practical or possible. •When cabling or wiring is exposed, it must be secured with tie-wraps or clampsand encased in loom. •Placement of cabling or wiring must not interfere with any function of the vehicle(mechanical or otherwise). Placement of cabling or wiring shall be such that it does not become damaged by any degree from proximity to heat, abrasion ormechanical functions of the vehicle. •Ground leads long enough to reach well into engine compartment must beconnected at the battery-connection to the vehicle body (This is usually a 6, 8, or 10 A.W.G black wire from the battery negative terminal to a screw at the wheelhouse or radiator support). •If an alternate ground is used, the paint must be removed from a one-inchdiameter area of body panel where ground lead is to be connected. Lead must be connected with crimped and soldered ring lug and fastened with nut, bolt and lock-washer. •Ground connection must be crimped and soldered with a ring lug with shrink tubein engine compartment. 28 of36 REMOTE OR TRUNK MOUNT INSTALLS GUIDELINES •If not part of integrated equipment rack the radio mounting bracket or pan is to bemounted on 314" plywood one to two inches larger than radio. Trunk mounts intrucks can be mounted on back wall behind seat with plywood. •Trunk mounts are to be placed on raised shelves inside the back of the trunkcompartment NOT in center or bottom or the trunk. Installations must beaccessible to service and removal with reasonable time and effort. •Take care not to mount radios in close proximity to vehicular electronic modulesin trunk. •Cabling will be routed in existing troughs or channels whenever possible. •Do not route cabling under floor mats! ANTENNA GUIDELINES •Antenna installation shall strictly adhere to Motorola installation instructions. •RCS recommends Motorola TAD or "NMO" type antenna mounts for flexibility inantenna selection and electrical and mechanical considerations. •RCS system acceptable performance of mobile radios is based on 3 db gainantenna mounted on center of roof of vehicle. Therefore, every effort should bemade to install it thusly. •If agency has request for antenna to be mounted in another position, they do sowith the understanding that performance will be degraded. •If agency chooses to go with alternate antenna positioning, RCS can recommendothers in order of preference. 1)Roof mounting other than center due to obstructions or other antennasretained by user for other systems. 2)Center of trunk lid with 3 db gain antenna. 3)Cowl or fender mounts in disguised under cover applications. Recommend 29 of36 STI-CO antenna. 4)"On Glass" style antennas.•RCS does NOT authorize use of antennas mounted in rear deck of passengercompartment. •Installer will test antenna for proper match with accepted industry methods andstandards upon completion of install. •Installer will document results of test in V.S.W.R and have documentationavailable to RCS in practical form. REPAIR/PROGRAMMING •If a Qualified Vendor has an authorized RCS issued Advance System Key onlythe agreed upon programming functions will be performed, no changes to existing radio codeplugs will be made, the radios may be defaulted to send forrepair and only the unchanged original codeplug will be programmed in the radio at return. •If an RCS radio is sent to the Motorola Repair Depot for repair a default disk must accompany the radio. This is to ensure proper programming. To obtain thisdisk please call the County Radio Shop at 858-694-3027. •All radios that have been repaired by the vendor or the Motorola Repair Depotmust be adjusted to the proper transmitter power level of 10 watts beforereturning them to the RCS customer. DOCUMENTATION AND TESTING •Installer or operator will "air check" installation upon completion and documentresults. Documentation to be available to RCS. End of Exhibit "A" 30 of36 EXHIBIT "B" PROPOSED MONTHLY COST OF SERVICE CHART Charges For Equipment Listed In Attachment A "fixed End Equipment" $ 1437.88 TOTAL: $ 1437.88 Charges For Equipment Listed In Attachment B "RCS Mobile & Portable Inventory" MODEL EST UNIT COST UNIT COST QTY UNDER WITHOUT REMARKS WARRANTY WARRANTY Astra Spectra 110 $ n/a $ 15.70 SP Local Support with mobiles Best Effort see SOW XTL5000 mobiles 29 $ 6.00 $ 12.20 APX6500 mobiles 21 $ 6.00 $ 12.20 SP Local Support with XTS3000 80 $ n/a $ 11.50 Best Effort see SOW portables XTS5000 139 $ 3.00 $ 7.20 portables APX6000 48 $ 3.00 $7.20 portables XTS5000 charger 4 $ n/a $ n/a More cost effective to banks -·-'•-c-----... ' APX6000 1 $ n/a $ n/a time and material charQer bank 31 of 36 ATTACHMENT "A" MOTOROLA Service Terms and Conditions Motorola, Inc. ("Motorola") and the customer named in this Agreement ("Customer") hereby agree as follows: Section 1 APPLICABILITY These Service Tenns and Conditions apply to service contracts whereby Motorola wilt provide to Customer either (1) maintenance, support, or other services under a Motorola Service Agreement, or (2) installation services under a Motorola Installation Agreement Section 2 DEFINITIONS AND INTERPRETATION 2.1. • Agreemenr means these Service Terms and Conditions; the cover page for the Service Agreement or the Installation Agreement, as applicable; and any other attachments, au of which are incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities, these Service Terms and Conditions take precedence over any cover page, and the cover page takes precedence over any attachments, unless the cover page or attachment states otherwise. 2.2. ·Equipmenr means the equipment that is specified in the attachments or is subsequently addedto this Agreement. 2.3. "Services" means those installation, maintenance, support, training, and other services described in this Agreement. Sectlon3 ACCEPTANCE Customer accepts these Service T enns and Conditions and agrees to pay the prices set forth in the Agreement This Agreement becomes binding only when accepted in writing by Motorola. The term ofthis Agreement begins on the "Start Date" indicated in this Agreement. Section4 SCOPE OF SERVICES 4.1. Motorola will provide the Services described in this Agreement or in a more detailed statement of work or other document attached to this Agreement At Customer's request, Motorola may also provide additional services at Motorola's then-applicable rates for the services. 4.2. If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be used; the Equipment wiD be serviced at tevefs set forth in the manufacturer's product manuals; and routine service procedures that are prescribed by Motorola will be followed. 4.3. If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial Equipment the additional equipment may be added to this Agreement and will be billed at the applicable rates after the warranty for that additional equipment expires. 4.4. Alf 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 witl provide a complete serial and model number list of the Equipment Customer must promptly notify Motorola in writing when any Equipment is Jost, damaged, stolen or taken out of service. Customer's obligation to pay Service fees for this Equipment will terminate at the end of the month in which Motorola receives the written notice. 4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments. Service Terms and Conditions.FINAL. 1.10.05.doc (CSA fomlatted) Commercial, Government & Industrial Solutions Sector 1�1� l==�c:t A•nnnn,1in An::iri C:rk�11mh11rn II J::f\10� Tolonh,....no· /Q,t7\ t:;?t:.�::;Ann 32 of36 G MOTOROLA 4.6. If Equipment cannot, in Motorola's reasonable opinion, be property or economicaUy serviced for any reason, Motorola may modify the scope of Services related to that Equipment; remove that Equipment from the Agreement; or increase the price to Service that Equipment 4.7. · Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer"s notification in a manner consistent with the level of Service purchased as indicated in this Agreement Section 5 EXCLUDED SERVICES 5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident. liquids, power surges, neglect, acts of God or other force majeure events. 5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products. · modified units, or software; and repair or maintenance of any transmission line, antenna. microwaVe equipment tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the wor1dwide web, or for Equipment malfunction caused by the transmission medium. Section& 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 wiU 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 wiU not be imposed as a site access requirement Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses. Section 7 CUSTOMER CONTACT Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer's personnel to maintain contact, as needed, with Motorola. Section 8 PAYMENT Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment period. All other charges will be billed monthly, and Customer must pay each Invoice in U.S. dollars within twenty (20) days of the invoice date. Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments that are levied as a result of Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola) by any governmental entity. Service Terms and Conditions.FINAL 1. 10.05.doe (CSA formatted} Commercial, Government & Industrial Solutions Sector 1:-1:. F;:,d Alnnnn11in An"rl Sr,h:111mh1irn II i:;n,o,:; T<>l<>nhnnp· IR'17\ 'i7fi.<;()l)fl 33 of36 "MOIOROLA 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 reperform the non-conforming Service or to refund, on a pro-rata basis, the fees paid for the nonconforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 10 DEFAULTITERMINATION 10.1. If either party defaults in the performance of this Agreement. the other party wiU give to the nonperforming 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 andbegin implementing the cure plan immediately after plan approval. If the non-performing party fails toprovide or implement the cure plan, then the injured party, in addition to any other rights available to itunder law, may immediately terminate this Agreement effective upon giving a written notice of terminationto 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 AL THOUGH 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 CONDmONS 12.1. This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether written or oral, related to the Services, and there are no agreements or representations concerning the subject matter of this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties. 12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party be bound by any terms contained in a Customer purchase order, acknowledgement. or other writings unless: the purchase order, acknowledgement or other writing specifically refers to this Agreement; clearly indicate the intention of both parties to ovenide and modify Service Terms and Conditions.FINAL.1.10.05.doc (CSA formatted) Commercial. Government & Industrial Solutions Sector 34 of36 -MOTOROLA this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized representatives of both parties. Section 13 RIGHTS PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY 13. 1. Any information or data in the form of specifications, drawings, reprints, technical information orotherwise furnished to Customer under this Agreement will remain Motorola's property, wiH be deemedproprietary, will be kept confidential, and will be promptly returned at Motorola's request Customer maynot disclose, without Motorola's written permission or as required by law, any confidential information or ·data to any person, or use confidential information or data for any purpose other than performing itsobligations under this Agreement The obligations set forth in this Section survive the expiration ortermination 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 wiH be and remain the sole property of Motorola. Customer will safeguard au such property while it is in Customer's custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time without restriction. Section 17 GENERAL TERMS 17.1. If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and effect Service Tenns and Condilions.FINAL.1.10.05.doc (CSA fonnatted) Commercial, Government & Industrial Solutions Sector 1�1� r::�c:t Alnnnn11in An:.rl C::rh!:111mh1,rn 11 h010h Ta:slonhnno· tRL17\ ,;7;:;�;;rv,n 35 of36 -MOTOROLA 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 perfonnance, under this Agreement 17.6. THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1) YEAR TERM, ON EVERYANNIVERSARY OF THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE PARTY NOTIFIES THE OTHER IN WRmNG 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. Service Terms and Conditions.FINAL 1.10.05.doc (CSA formatted) Commercial, Government & Industrial Solutions Sector 36 of36