2013-257ORDINANCE NO, 2013 -257
AN ORDINANCE APPROVING THE EXPENDITURE OF FUNDS FOR A THREE
(3) YEAR CONTRACT WITH MOTOROLA SOLUTIONS, INC. FOR
MAINTENANCE SERVICES FOR RADIO COMMUNICATIONS NETWORK
EQUIPMENT FOR DENTON MUNICIPAL ELECTRIC (DME) AVAILABLE FROM
ONLY ONE SOURCE IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT
CODE 252.022, EXEMPTING SUCH PURCHASES FROM REQUIREMENTS OF
COMPETITIVE BIDS; PROVIDING FOR THE EXPENDITURE OF FUNDS
THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 4823 - PURCHASE OF
THREE (3) YEAR MAINTENANCE SERVICES FOR RADIO COMMUNICATIONS
NETWORK FOR DME IN THE ANNUAL AMOUNT OF $31,999.92, FOR A THREE
(3) YEAR NOT -TO- EXCEED TOTAL OF $95,999.76).
WHEREAS, Section 252.022 of the Local Government Code provides that
procurement of items that are only available from one source, including; items that are
only available from one source because of patents, copyrights, secret processes or natural
monopolies; films, manuscripts or books; electricity, gas, water and other utility
purchases; captive replacement parts or components for equipment; and library materials
for a public library that are available only from the persons holding exclusive distribution
rights to the materials; and need not be submitted to competitive bids; and
WHEREAS, the City Council wishes to procure one or more of the items
mentioned in the above paragraph; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
Slw'?,' � "I °IONw 1. The following purchase of materials, equipment or supplies, as
described in the "File" listed hereon, and on file in the office of the Purchasing Agent,
and the license terms attached are hereby approved:
FILE
AMOUNT
NUMBER VENDOR ?�._..........
4823 Motorola Solutions, Inc. $95,999.76
SECTION 2. The City Council hereby finds that this bid, and the award thereof,
constitutes a procurement of items that are available from only one source, including,
items that are only available from one source because of patents, copyrights, secret
processes or natural monopolies; films, manuscripts or books; electricity, gas, water and
other utility purchases; captive replacement parts or components for equipment; and
library materials for a public library that are available only from the persons holding
exclusive distribution rights to the materials; and need not be submitted to competitive
bids.
SECTION 3. The acceptance and approval of the above items shall not
constitute a contract between the City and the person submitting the quotation for such
items until such person shall comply with all requirements specified by the Purchasing
Department.
SECTION 4. The City Manager is hereby authorized to execute any contracts
relating to the items specified in Section 1 and the expenditure of funds pursuant to said
contracts is hereby authorized.
SECTION 5. The City Council of the City of Denton, Texas hereby expressly
delegates the authority to take any actions that may be required or permitted to be
performed by the City of Denton under File 4823 to the City Manager of the City of
Denton, Texas, or his designee.
SECTION 6. This ordinance shall become effective immediately upon its
passage andITapproval.
4tnn�-, PASSED AND APPROVED this the _ day of 2013.
Ze a
_ _: ..m,.
MARK A. 61 IZROUGJJS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
.. .....
0 MOrOROLA SOLUTIONS
Attn: National Service Support/4th fl
1301 East Algonquin Road
(800) 247 -2346
Company Name:
Attn:
Billing Address:
City, State, Zip:
Customer Contact:
Phone:
Date: 07/26/2013
Denton, City Of
215 E Mckinney St
Denton,TX,76201
Darrell Washington
(940)349 -7311
SERVICES AGREEMENT
Contract Number: S00001018783
Contract Modifier: RN08- MAY -13 22:45:57
Required P.O.:
Yes
Customer # :
1000720632
Bill to Tag #:
0001
Contract Start Date:
10/01/2013
Contract End Date:
09/30/2016
Anniversary Day:
Sep 30th
Payment Cycle:
ANNUAL
PO #:
TBD
QTY MODEL /OPTION SERVICES DESCRIPTION MONTHLY EXTENDED
EXT AMT
_... .... .. .....
__._
* * * ** Recurring Services * * * **
SVCO2SVC0030C SP - LOCAL REPAIR WITH ONSITE RESPONSE $2,666.66 $95,999.76
1 NETWORK(S)
SPECIAL INSTRUCTIONS - ATTACH _ _ Subtotal - Recurring Services $2,666.66 $95,999.76
STATEMENT OF WORK FOR PERFORMANCE DESCRIPTIONS -
Subtotal - - One -Time Event - " " " "" __-
Services $ .00 $ .00
m _.. ....."
Total $2,666.66 $95,999.76
Taxes - -
Grand Total $2,666.66 $95,999.76
THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING
JURISDICTIONS WHERE APPLICABLE, TO BE VERIFIED BY MOTOROLA.
Subcontractor(s) City State
DFW COMMUNICATIONS INC ARLINGTON TX
I received Statements of Work that describe the services provided on this Agreement. Motorola's Service Terms
and Conditions, a to this Service Agreement, is incorporated herein by this reference.
AIJTC iOpIZEC'CU TOMER SIGNATURE TI1 LE DATE
..
GSx4
MO -f C 1 -A IKPRESENTATIVE(SIGNATURE) TITLE
ANTHONY PROFITA 815- 762 -5050 111111-1-11
MOTOROLA REPRESENTATIVE(PRINT NAME) .....
ME) PHONE
Company Name: Denton, City Of
1!__3
DATE
Contract Number: S00001018783
Contract Modifier: RN08- MAY -13 22:45:57
Contract Start Date: 10/01/2013
Contract End Date: 09/30/2016
Service Terms and Conditions
Motorola Solutions, Inc. ( "Motorola ") and the customer named in this Agreement ( "Customer ") hereby
agree as follows:
Section 1 APPLICABILITY
These Service Terms and Conditions apply to service contracts whereby Motorola will provide to
Customer either (1) maintenance, support, or other services under a Motorola Service Agreement, or (2)
installation services under a Motorola Installation Agreement.
Section 2 DEFINITIONS AND INTERPRETATION
2.1. "Agreement" means these Service Terms and Conditions; the cover page for the Service
Agreement or the Installation Agreement, as applicable; and any other attachments, all of which are
incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities, these
Service Terms and Conditions take precedence over any cover page, and the cover page takes
precedence over any attachments, unless the cover page or attachment states otherwise.
2.2. "Equipment" means the equipment that is specified in the attachments or is subsequently added
to this Agreement.
2.3. "Services" means those installation, maintenance, support, training, and other services described
in this Agreement.
Section 3 ACCEPTANCE
Customer accepts these Service Terms and Conditions and agrees to pay the prices set forth in the
Agreement. This Agreement becomes binding only when accepted in writing by Motorola. The term of
this Agreement begins on the "Start Date" indicated in this Agreement.
Section 4 SCOPE OF SERVICES
4.1. Motorola will provide the Services described in this Agreement or in a more detailed statement of
work or other document attached to this Agreement. At Customer's request, Motorola may also provide
additional services at Motorola's then - applicable rates for the services.
4.2. If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be
used; the Equipment will be serviced at levels set forth in the manufacturer's product manuals; and
routine service procedures that are prescribed by Motorola will be followed.
4.3. If Customer purchases from Motorola additional equipment that becomes part of the same
system as the initial Equipment, the additional equipment may be added to this Agreement and will be
billed at the applicable rates after the warranty for that additional equipment expires.
4.4. All Equipment must be in good working order on the Start Date or when additional equipment is
added to the Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial
and model number list of the Equipment. Customer must promptly notify Motorola in writing when any
Equipment is lost, damaged, stolen or taken out of service. Customer's obligation to pay Service fees for
this Equipment will terminate at the end of the month in which Motorola receives the written notice.
4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in
hazardous environments.
Service Terms and Conditions. Rev 1.12.12.doc (CSA formatted)
4.6. If Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for
any reason, Motorola may modify the scope of Services related to that Equipment; remove that
Equipment from the Agreement; or increase the price to Service that Equipment.
4.7. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to
Customer's notification in a manner consistent with the level of Service purchased as indicated in this
Agreement.
Section 5 EXCLUDED SERVICES
5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged
from use in other than the normal, customary, intended, and authorized manner; use not in compliance
with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect,
acts of God or other force majeure events.
5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the
normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming
Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or
software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or
tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission
medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment
malfunction caused by the transmission medium.
Section 6 TIME AND PLACE OF SERVICE
Service will be provided at the location specified in this Agreement. When Motorola performs service at
Customer's location, Customer will provide Motorola, at no charge, a non - hazardous work environment
with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of
liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer
will provide all information pertaining to the hardware and software elements of any system with which the
Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this
Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and
holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or
expenses associated with helicopter or other unusual access requirements; if these charges or expenses
are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola
for those charges and expenses.
Section 7 CUSTOMER CONTACT
Customer will provide Motorola with designated points of contact (list of names and phone numbers) that
will be available twenty -four (24) hours per day, seven (7) days per week, and an escalation procedure to
enable Customer's personnel to maintain contact, as needed, with Motorola.
Section 8 PAYMENT
Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in
advance for each payment period. All other charges will be billed monthly, and Customer must pay each
invoice in U.S. dollars within thirty (30) days of the invoice date.
Section 9 WARRANTY
Motorola warrants that its Services under this Agreement will be free of defects in materials and
workmanship for a period of ninety (90) days from the date the performance of the Services are
completed. In the event of a breach of this warranty, Customer's sole remedy is to require Motorola to re-
perform the non - conforming Service or to refund, on a pro -rata basis, the fees paid for the non-
Service Terms and Conditions. Rev 1.12.12.doc (CSA formatted)
conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
Section 10 DEFAULT/TERMINATION
10.1. If either party defaults in the performance of this Agreement, the other party will give to the non-
performing party a written and detailed notice of the default. The non - performing party will have thirty
(30) days thereafter to provide a written plan to cure the default that is acceptable to the other party and
begin implementing the cure plan immediately after plan approval. If the non - performing party fails to
provide or implement the cure plan, then the injured party, in addition to any other rights available to it
under law, may immediately terminate this Agreement effective upon giving a written notice of termination
to the defaulting party.
10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred
pursuant to this Agreement, including payments which may be due and owing at the time of termination.
All sums owed by Customer to Motorola will become due and payable immediately upon termination of
this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide
Services.
Section 11 LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty,
negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law,
but not to exceed the price of Services provided under this Agreement. ALTHOUGH THE PARTIES
ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT
MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF
USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL,
INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING
FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO
THIS AGREEMENT. No action for contract breach or otherwise relating to the transactions contemplated
by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except
for money due upon an open account. This limitation of liability will survive the expiration or termination
of this Agreement and applies notwithstanding any contrary provision.
Section 12 EXCLUSIVE TERMS AND CONDITIONS
12.1. This Agreement supersedes all prior and concurrent agreements and understandings between
the parties, whether written or oral, related to the Services, and there are no agreements or
representations concerning the subject matter of this Agreement except for those expressed herein. The
Agreement may not be amended or modified except by a written agreement signed by authorized
representatives of both parties.
12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this
Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no
event will either party be bound by any terms contained in a Customer purchase order,
acknowledgement, or other writings unless: the purchase order, acknowledgement, or other writing
specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify
this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized
representatives of both parties.
Service Terms and Conditions. Rev 1.12.12.doc (CSA formatted)
Section 13 PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY
RIGHTS
13.1. Any information or data in the form of specifications, drawings, reprints, technical information or
otherwise furnished to Customer under this Agreement will remain Motorola's property, will be deemed
proprietary, will be kept confidential, and will be promptly returned at Motorola's request. Customer may
not disclose, without Motorola's written permission or as required by law, any confidential information or
data to any person, or use confidential information or data for any purpose other than performing its
obligations under this Agreement. The obligations set forth in this Section survive the expiration or
termination of this Agreement.
13.2. Unless otherwise agreed in writing, no commercial or technical information disclosed in any
manner or at any time by Customer to Motorola will be deemed secret or confidential. Motorola will have
no obligation to provide Customer with access to its confidential and proprietary information, including
cost and pricing data.
13.3. This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership
right or license under any Motorola patent, copyright, trade secret, or other intellectual property, including
any intellectual property created as a result of or related to the Equipment sold or Services performed
under this Agreement.
Section 14 FCC LICENSES AND OTHER AUTHORIZATIONS
Customer is solely responsible for obtaining licenses or other authorizations required by the Federal
Communications Commission or any other federal, state, or local government agency and for complying
with all rules and regulations required by governmental agencies. Neither Motorola nor any of its
employees is an agent or representative of Customer in any governmental matters.
Section 15 COVENANT NOT TO EMPLOY
During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will
not hire, engage on contract, solicit the employment of, or recommend employment to any third party of
any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This
provision applies only to those employees of Motorola or its subcontractors who are responsible for
rendering services under this Agreement. If this provision is found to be overly broad under applicable
law, it will be modified as necessary to conform to applicable law.
Section 16 MATERIALS, TOOLS AND EQUIPMENT
All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola
for the purpose of this Agreement will be and remain the sole property of Motorola. Customer will
safeguard all such property while it is in Customer's custody or control, be liable for any loss or damage
to this property, and return it to Motorola upon request. This property will be held by Customer for
Motorola's use without charge and may be removed from Customer's premises by Motorola at any time
without restriction.
Section
17.1. If any court renders any portion of this Agreement unenforceable, the remaining terms will
continue in full force and effect.
17.2. This Agreement and the rights and duties of the parties will be 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.
Service Terms and Conditions. Rev 1.12.12.doc (CSA formatted)
17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond
that party's reasonable control, such as strikes, material shortages, or acts of God.
17.5. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its
duties under this Agreement.
17.6. Except as provided herein, neither Party may assign this Agreement or any of its rights or
obligations hereunder without the prior written consent of the other Party, which consent will not be
unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent
will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or
its right to receive payment without the prior consent of Customer. In addition, in the event Motorola
separates one or more of its businesses (each a "Separated Business "), whether by way of a sale,
establishment of a joint venture, spin -off or otherwise (each a "Separation Event "), Motorola may, without
the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement
such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its
affiliates, to the extent applicable) following the Separation Event.
17.7. THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1) YEAR TERM, ON EVERY
ANNIVERSARY OF THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES
A TERMINATION DATE OR ONE PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO
DISCONTINUE THE AGREEMENT NOT LESS THAN THIRTY (30) DAYS OF THAT ANNIVERSARY
DATE. At the anniversary date, Motorola may adjust the price of the Services to reflect its current rates.
17.8. If Motorola provides Services after the termination or expiration of this Agreement, the terms and
conditions in effect at the time of the termination or expiration will apply to those Services and Customer
agrees to pay for those services on a time and materials basis at Motorola's then effective hourly rates.
Service Terms and Conditions. Rev 1.12.12.doc (CSA formatted)
I)FW Communications will provide u24}C7 contract that gives call out k>tbe,
City of Denton. This is for either telephone consultation or on-site response.
A. Provide Two (2) On-site service calls per month. Telephone consuliuLioo with DFW
Communications Technician is unlimited. Labor hours are not limited for each on-
site response per month. DFW Communications iu also available for additional
service request that will be billed u1uo hourly rate of $105 per hour during regular
business hours and $l57.50 per hour during non-business hours.
B. Provide One (l) annual system infrastructure alignment and optimization.
C. This contract does not include any parts, advance board replacement, spares or
lRDkits.
D. The City of Denton will be responsible for shipping auynzu1l-detectivcboardofb/
zrpo{c.I}IW Communications call center will open and track cases.
E. DFW Communications will do an on-site inspection of the system for training
purposes. The oo call technicians for the City of Denton will participate in the training.
This will ensure familiarity with the City of Denton System.
F. Standard response tioze, ix4 hours on-site.
G. Motorola will provide Technical Support hoD}=W Communications during the
contract period.