HomeMy WebLinkAboutMOTOROLA, INC. 3 - 2000
.i :~~~.. C' NO REQUIRED/WAIVED
'WORK MAY PROCEED
CLERK OF COUNCIL
DATE: J<3/- 00
C' Iv. '" THIS SERVICE AGREEMENT is entered into by and between Motorola, Inc. ("Motorola") and the
. ~t /" customer named in this Agreement's Attachments ("Customer").
fI- d OJ C -0> D
M<\..IROLA STANDARD SERVICE AGREEMV
Section 1
DEFINITIONS
"Service Agreemenf' means this Service Agreement and its Attachments; "Equipment" means,
collectively and in part, the communication equipment that is specified in the Attachments or that
is subsequently added to this Service Agreement.
Section 2
ACCEPTANCE
The terms and conditions set forth in this Service Agreement and in Attachments will become the
Service Agreement only when acknowledged and accepted in writing by Motorola's Schaumburg,
Illinois Service Department.
Section 3
SERVICE DEFINED
A. Motorola agrees to provide services for the Equipment as specified in the Attachments and in
accordance with the following standards: (i) Motorola parts or parts of equal quality that are
new or are warranted as "like new" will be used; (ii) the Equipment will be Serviced at levels
set forth in Motorola's product manuals; and (iii) routine service procedures that are
prescribed from time to time by Motorola for its products will be followed.
B. All communication equipment purchased by Customer from Motorola ("Additional Equipment")
that is part of the same communications system or of similar type as the Equipment covered
under this Service Agreement will be automatically added to this Service Agreement and will
be billed at the applicable rates after the warranty period has expired. Motorola may also
provide additional services ("Above-Contract Services") at Customer's request that will be
billed at Motorola's then applicable service rates.
C. All Equipment must be in working order on the Start Date of the Service Agreement or at the
time the Equipment is added to the Service Agreement. Customer must provide a complete
serial number and model number list either prior to the Start Date or prior to the time that the
Equipment is added to the Service Agreement and must indicate in the Attachments any
Equipment that is labeled intrinsically safe for use in hazardous environments.
D. Customer must immediately notify Motorola in writing when any Equipment is lost, damaged,
or stolen. Customer's obligation to pay Service fees for such Equipment will terminate at the
end of the month in which Motorola receives such written notice.
E. If Equipment cannot, in Motorola's opinion, be properly or economically serviced for any
reason including excessive wear, unavailability of parts, the state of technology, or the
practical feasibility of the scope of Services as specified in the Attachments or Motorola
Statement of Work, Motorola may: (1) modify the scope of Services related to such
Equipment; (2) remove such Equipment from Service Agreement; or (3) increase the price to
Service such Equipment.
F. Customer must notify Motorola or Motorola's Subcontractor immediately of any Equipment
failure. Motorola will respond to Customer's notification in a manner consistent with the level
of service purchased as indicated in the Attachments.
Section 4
EXCLUDED SERVICES
A. Service does not include the repair or replacement of Equipment that has become defective
or damaged due to physical or chemical misuse or abuse from causes such as lightning,
power surges, or liquids.
B. Unless specifically included in the Attachments, Service does not include repair or
maintenance of any transmission line, antenna, tower or tower lighting, dupiexer, combiner, or
multicoupler. Motorola has no obligation or responsibility for any transmission medium, such
as telephone lines, computer networks, or the worldwide web, or for Equipment malfunction
caused by such transmission medium.
Contract No. 00-13069/BKP
Page 1
Rev. 05/01/99
MVROLA STANDARD SERVICE AGREEM.../
C. Unless specifically included in the Attachments, Service of Equipment does not include items
that are consumed in the course of normal operation of the Equipment, such as, but not
limited to, batteries, magnetic tapes, and computer supplies.
D. Service does not include reprogramming of Equipment; accessories, belt clips, or battery
chargers; custom or Special Products; modified units; or software.
E. Service does not include certification programs, software support, reprogramming, or
modifications to Equipment related to assuring the correct processing, providing, or receiving
of date data from, into, or between the year 1999 and the year 2000.
Section 5
RIGHT TO SUBCONTRACT/ASSIGNMENT
Motorola may assign its rights and obligations under this Service Agreement and may subcontract
any portion of Motorola's performance called for by this Service Agreement.
Section 6
TIME AND PLACE OF SERVICE
Service will be provided at the location specified in the Attachments. When Motorola performs
service at the Equipment's location, Customer agrees to provide Motorola, at no charge, a non-
hazardous environment for work with shelter, heat, light, and power and with full and free access
to the Equipment. Customer will provide all information pertaining to the hardware and software
elements of any system with which the Equipment is interfacing that enable Motorola to perform
its obligations under this Service Agreement. Unless otherwise specified in the Attachments, the
hours of Service will be hours of 8:30 a.m. to 4:30 p.m., excluding weekends and holidays.
Section 7
PAYMENT
Motoroia will invoice Customer in advance for each payment period. All other charges will be
billed monthly, and Customer must pay each invoice within thirty (30) days of the invoice date to
the Motorola office designated by Motorola. Customer agrees to reimburse Motorola for all
property taxes, sales and use taxes, excise taxes, and other taxes or assessments (except
income, profit, and franchise taxes of Motorola) now or hereafter imposed on this Service
Agreement by any governmental entity. Motorola does not by this Agreement make any price
guarantees except as stated in the Order Form.
Section 8
WARRANTY
Motorola warrants that its Services under this Service Agreement will be free of defects In
materials and workmanship for a period of ninety (90) days beyond the expiration or termination
of this Agreement. Customer's sole remedies are to require Motorola to re-perform the affected
Service or to refund, on a pro-rata basis, the Service fee paid for the affected Service.
MOTOROLA DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE.
Section 9
CERTIFICATION DISCLAIMER
Unless signed by a Motorola authorized signatory, Motorola specifically disclaims all certifications
regarding the manner in which Motorola conducts its business or performs its obligations under
this Service Agreement.
Section 1 0
DEFAUL TITERMINATION
A. Customer agrees to provide Motorola written notice of any default of this Service Agreement
to state the nature of the default. Noncompliance with regulatory laws or disadvantaged
business entity requirements may not be cause for default. If Motorola does not cure the
default within sixty (60) days, Customer may terminate that portion of the Service Agreement
that is in default by giving Motorola thirty (30) days prior written notice.
B. Any dispute will be resolved by mutual agreement.
Contract No. 00-13069/BKP
Page 2
Rev. 05/01/99
MVROLA STANDARD SERVICE AGREEIII.....,;T
C. Neither party is liable for delays or lack of performance resulting from any causes such as
strikes, material shortages, or acts of God that are beyond that party's reasonable control.
Section 11
LIMITATION OF LIABILITY
Notwithstanding any other provision, Motorola's total liability for losses, whether for breach of
contract, negligence, indemnity, warranty, or strict liability in tort, is limited to the price of twelve
months of Services sold. IN NO EVENT WILL MOTOROLA BE LIABLE FOR LOSS OF USE,
LOSS OF TIME, INCONVENIENCE, LIQUIDATED DAMAGES, COMMERCIAL LOSS, LOST
PROFITS OR SAVINGS, OR OTHER INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW.
Section 12
EXCLUSIVE TERMS AND CONDITIONS
A. Customer acknowledges that the Service Agreement supersedes all prior and concurrent
agreements and understandings, whether written or oral, related to the services performed.
The Service Agreement or Attachments may not be altered, amended, or modified except by
a written agreement signed by both parties.
B. Customer agrees to reference this Service Agreement on all purchase orders issued pursuant
to this Service Agreement. Neither party will be bound by any terms contained in Customer's
purchase order or elsewhere (even if it is attached to the Service Agreement). In the event of
a conflict between the main body of this Service Agreement and any Addenda or
Attachments, the main body of this Service Agreement will take precedence, unless the
Addendum or Attachment specifically states otherwise.
Section 13
FCC LICENSES AND OTHER AUTHORIZATIONS
Customer is solely responsible for obtaining licenses or other authorizations required by the
Federal Communications Commission ("FCC ") or any other federal, state, or local government
agency and for complying with all rules and regulations required by such agencies. Neither
Motorola nor any of its employees is an agent or representative of Customer in any governmental
matters.
Section 14
OWNERSHIP OF INTELLECTUAL PROPERTY
A. This Service 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
products sold or Services performed under this Service Agreement.
B. Motorola reserves the right to limit access to its confidential and proprietary information
including cost and pricing data.
Section 15
GENERAL TERMS
A. If any court renders any portion of this Service Agreement unenforceable, the remaining
terms will continue in full force and effect.
B. THIS SERVICE AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES WILL BE
GOVERNED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF ILLINOIS.
C. Failure to exercise any right will not operate as a waiver of that right, power, or privilege.
D. Except for money due upon an open account, no action may be brought for any breach of this
Service Agreement more than one (1) year after the accrual of such cause of action.
E. The Service Agreement will begin on the Start Date specified in the Attachments. This
Service Agreement will renew, for an additional one year term, on every anniversary of the
Contract No. 00-13069/BKP
Page 3
Rev. 05/01/99
M\.;bROLA STANDARD SERVICE AGREE~
Start Date unless either party notifies the other of its intention to discontinue the Agreement
within thirty days of that anniversary date.
F. If Motorola provides Service after the termination or expiration of this Agreement, the terms
and conditions and any prices in effect at the time of the termi ation or expiration will apply to
that Service.
~
Name: (a...u I 111. w,,-/~
Title: CJJr.f. 0+ P.,I,'c-f.-
Date: ~~&
Contract No. 00-13069/BKP
By:
Name:
Title:
Date:
Page 4
'SOl
.:5i /2.VI ~ L. ,(), Uc--J, fL/
'VI? /&0
Rev. 05/01/99
w
"
"
<)
<)
<;;
~ :it:
w",
" w
w "
il! is
~
, !Ii
. "
.... i ~
z
w
==
w
w
D::
Cl
c(
w
u
:;:
0::
W
CIl
o
o
"'
Oi
i
<'l
.~
<5
0.
~
c
<{
J!l
c
~
<0'"
~o
;;(5
;:;
<0
..
...
('l
N
r-:. 0
~ oS
o t1
0"2
or' ,g
~ &
"
c
~ Q) .~ w
q: ~ 'f; ~ ~
~~~~~
Q: "t: t 7d w
g~~o~
o E" ~ in
::e (3 ~ ~ a
.-
:it 0 :it
a:: ~ G
w ...J ~
~ Cii
>-
en
"
<)
en
"
~
- a. I
'" w
z '"
~ ~ ~
~ '" I
<) "" .
~ " ~ '"
!2.<')Cl~
==0:
~
a.. :it:
:; '"
&1 ~
'"
z
~
""
'l'
"
~
0:
2
c
~
()
u
.,
G
o
<0
in
en
'"
'"
"
"
<{
'"
z
:J
~
'"
~
.2
.
:~
"
E
1.i
!
c
~
c=
~ ~
~
-'
~
'"
::1
~ ~
(i5 ~
:2: z
" 0
<)
'"
'"
~
>-
en
"
<)
N
:::
N
0>
a:
N
~O"
e
15 ~
~
~
<(
()
w
~
>-
en
~
~ ~
~D
~
<
~
.'l
J!l
c
~
'"
i:
(3
'I
i.
o!
II
"
I-
i!
JI
~I'
~!!
~ i
~
~
;: ~
:it .
w,l
~,I
~H
"'I!
~!!
>-j!
en !
" -
"o!
Ii
.1
Il
ji
"
o
o
g
~E
O('l
~
t;;
i
II
I
I
.
I
l
I
i
I
!
!
!
I
i
! I
. I
i
!
.
-l'
.e .
~ .g
.~ ~
3l "E
~ 'i
~G
O~
, .
, .
00
a
NM
x"
Z
"""'
"
"'
>
..
. 0
" ~
g;~
.
. ~
~ -
: E
.e.g
.~ 'g
~ .
. 0
. -
. =
o .
"ii"a
~:2
.
~~
",J!
)(~
'" .
. ~
~ ~
e .
~~
e g
~ ~
o 0
~ ~
. .
. .
u u
H
~~
.
..
~
.
<
(J~
Iii w
q
i:!in~~
lil ~d
P
~I
-~
e
'"
'"
..
"
"
z
\;
'"
~~
~~
ffi~
a.
"
Vl
o
1<;1
if
f,~
d
I//- ~ ~
eIV~..J i
~ -":--1 ~~
~ ~'- ~ ~
~~: I -
i ~~, i t.~
h~ I~l ~\
1~~Ui~~~~a~~H~Hd~~H ~
. N~. - ~
'"
..
!l
.
.
I
~
~"
~
o
u
Iii
~
w
u
w
u
~
W
In
888
ccicill'i
....I:O:!
x )(
1
,
Vl
E_
~ 1!
.. ~
a::.e.
~~
:x: ~al
() w.!5
1--" U.
en ~z ~ g
w ~ () ~
~ ~ ~.
~z ~~
m~ ~i
I
...
...
o
m
r-
eD
"'
...
0;
o
2!
'"
"'0
"'m
"i'm
m_
",0
r-_
0-
oz
"'-
_0.
c
888888
.~g~~~~
~ :!l
~ I
.
! .
i I
Ii
~II ~ )( )( x x x x
.
~ II
a!Hi U
~ Ii' ':; ~ $ j;];
~p& ~ H
liU~Ui
11~~~~g;~
..........Ng~
& -
-
~
:
~
~
-
~
~
!!
]
"
~
~
!.
~
~ ~
~ ll!
I it
~ !
" '"
iF
~
"
I!l
~
~
~
~
~
~~ ~ ~
1'''' ~
H
~ ~
~ .
~ ~
~ i
.
H
B .
~ .
~ ;
Ii:
'"
~ g
~ ~ 10:
'" < ~
~ ~ ~ !!
w
~ ]
x
r;;
z
o
"
"
"
'"
>-
Vl
~
;i.
(3
'"
"-
Vl
~
~ j::" ~
w 4! ~ frl
.... ~ ::) ~ -- Q.
(J ...,j ~ 0::: ~ !!!.
li ~ ~ ~ ~ ffi
\; ~ " !li ~ :
~ <~a::iC
f ~JJJJ
.......,
,....,
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date
and year first above written.
ATTEST:
Ga~;"'L
PatriciaE. Healy
Clerk oflhe Council
APPROVED AS TO FORM:
y
RECOMMENDED FOR APPROVAL:
Paul M. alters, Chief of Police
Santa Ana Police Department
CITY OF SANTA ANA
a municipal corporation of the
State of California
Mi
M
APPROVED AS TO CONTENT:
~/
David N. Ream
City Manager
~
Motor ,I c.
By: ..,q,fSol/t-&1l--- . /
Title:~M.r/lc ~ j)(~
Tax ID# .!1r-1/1~t10