Loading...
HomeMy WebLinkAbout2017 Resolution No. 041RESOLUTION NO. 41 SERIES OF 2017 A RESOLUTION AWARDING A SOLE SOURCE CONTRACT WITH MOTOROLA SOLUTIONS FOR MAINTENANCE OF POLICE DISPATCH CONSOLES WHEREAS, Section 116(b) of the Englewood Home Rule Charter and Section 4-1-3-1 of the Englewood Municipal Code 2000, allow contracts for public works or improvements to be negotiated, provided that contracts for which no competitive bids have been requested to be approved by Resolution declaring the reason for the exception to the competitive bidding requirement; and WHEREAS, the five-year Services Agreement with Motorola Solutions provides for the maintenance of City of Englewood Police Department dispatch consoles; and WHEREAS, the guaranteed, total Agreement amount is $127,975.26, and will be paid annually for five years; and WHEREAS, the City of Englewood dispatch consoles are Motorola equipment and are currently supported by Motorola Solutions to be in compliance and compatible with the State of Colorado Digital Trunked Radio System, which are used by agencies in Arapahoe County. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, AS FOLLOWS: Section 1. The Englewood City Council hereby authorizes the five-year Services Agreement from Motorola Solutions for the maintenance of the City of Englewood Police Department dispatch consoles, in lieu of the competitive bid process as allowed by Section 116(b) of the Englewood Home Rule Charter in the total amount of $127,975.26, attached hereto as Exhibit A. ADOPTED AND APPROVED this 3rd day of Apr:'l, 2017. ATTEST: I, Stephanie Carlile, Acting City Clerk for the City of Englewood, Colorado, hereby certify the above is a true copy of Resolution No. 41, Series of 2017. . g City Clerk j I • MO-rOROLA SOLUTIONS SERVICES AGREEMENT Attn: National Service Support/4th fl 1301 East Algonquin Road Contract Number: S00001024422 Contract Modifier: RN09-JAN-1716:29:44 (800) 247-2346 Date: 02/21/2017 Company Name: Englewood Police Department, City Of Attn: Billing Address: 3615 S Elati St City, State, Zip: Englewood,CO,80110 Customer Contact: Vance Fender Phone: (303)762-2442 Required P.O.: No Customer#: 1011361342 Bill to Tag # : 0001 Contract Start Date: 04/01/2017 Contract End Date: 03/31/2022 Anniversary Day: Mar 31st Payment Cycle: ANNUAL PO#: QTY MODEUOPTION SERVICES DESCRIPTION MONTHLY EXTENDED EXT AMT ***** Recurring Services ***** LSV01O00394A ESSENTIAL PLUS TECH SUPPORT $254.46 $3,053.49 1 SVC938AH DISPATCH SITE LSV01O00395A ESSENTIAL PLUS DISPATCH $127.25 $1,527.03 1 SVC026AJ DISPATCH SITE LSV01O00396A ESSENTIAL PLUS ONSITE INF RESP STD $6,729.14 $80,749.62 1 SVC049AJ DISPATCH SITE 5 SVC050AJ OPS POSITION LSV01O00397 A ESSENTIAL PLUS NETWK PREV MAINT 1 $712.50 $8,550.00 1 SVC103AJ DISPATCH SITE 5 SVC104AJ OPS POSITION LSV01Q00418A ESSENTIAL PLUS INFR RPR W/ADV REPL $2,400.18 $28,802.10 1 SVC990AH DISPATCH SITE 5 SVC993AH OPS POSITION SVC01SVC1103C ASTRO NETWORK MONITORING $441.09 $5,293.02 1 SVC088AH DISPATCH SITE SPECIAL INSTRUCTIONS -ATTACH Subtotal -Recurring Services STATEMENT OF WORK FOR PERFORMANCE OESCRIPTIONS $10,664.61 $127,975.26 Subtotal-One-Time Event Services $.00 $.00 Total $10,664.61 $127,975.26 Taxes -- The prices quoted via this service contract renewal Grand Total $10,664.61 $127,975.26 are valid only until expiration of the current service contract. If the Customer does not provide to MSI a THIS SERVICE AMOUNT IS SUBJECT TO STATE ANO LOCAL TAXING valid, executed contract renewal within 30 days of JURISDICTIONS WHERE APPLICABLE , TO BE VERIFIED BY MOTOROLA contract expiration, a one-time administrative fee equal to 5% of the subsequent year's annual ~ontract rate will be billed to the Customer upon reestablishment of the expired service contract. Subcontractor(s) City State OTOROLA SYSTEM SUPPORT CENTER ELGIN IL MOTOROLA SYSTEM SUPPORT SCHAUMBU IL CENTER-NE1WORK MGMT DO067 RG MOTOROLA SYSTEM SUPPORT CTR~CALL SCHAUMBU IL CENTER 00066 RG MOTOROLA SYSTEM SCHAUMBU IL SUPPORT-TECHNICAL SUPPORT DO068 RG WIRELESS ADVANCED COMMUNICATIONS EVANS co I received f Work that describe the services provided on this Agreement. Motorola's Service Terms and Con f which is attached to this Service Agreement, is incorporated herei · b this reference. CUSTOMER (PRINT NAME) MOTOROLA REPRESENTATIVE(SIGNATURE) Amber Betterman MOTOROLA REPRESENTATIVE(PRINT NAME) Company Name: Englewood Police Department, City Of Contract Number: 500001024422 Contract Modifier: RN09-JAN-17 16 :29 :44 Contract Start Date: 04/01/2017 Contract End Date : 03/31/2018 TITLE 850-345-1761 PHONE D DATE Annual Breakdown 2017-2022 Year1 $23,595.05 Year2 $24,595.05 Year3 $25,595.05 Year4 $26,595.05 Year5 $27,595.05 Service Terms and Conditions Motorola Solutions Inc. ("Motorola") and the customer named in this Agreement ("Customer") hereby agree as follows: Section 1. APPLICABILITY These Maintenance 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 Maintenance 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 Maintenance 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 Maintenance 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. 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. 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 ANO PLACE OF SERVICE Service will be provided at the location specified in this Agreement. When Motorola performs service at Customers 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 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. 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, Customers sole remedy is to require Motorola to re-perform the non-conforming Service or to refund, on a pro-rata basis, the fees paid for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 10. DEFAULT/TERMINATION 10.1 . If either party defaults in the performance of this Agreement, the other party will give to the non-performing party a written and detailed notice of the default. The non-performing party will have thirty (30) days thereafter to provide a written plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan approval. If the non-performing party fails to provide or implement the cure plan, then the injured party, in addition to any other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of termination to the defaulting party. 10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of termination , Motorola will have no further obligation to provide Services. Section 11. LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANTTO 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. 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, estoppal, 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. 13.4 In the event that a disclosing party receives an Open Records request, the disclosing party shall notify the other party to this Agreement of such request. 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 NOTTO 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 Customers 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 Customers premises by Motorola at any time without restriction. Section 17. GENERAL TERMS 17.1. If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and effect. 17 .2. This Agreement and the rights and duties of the parties will be 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 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. 17. 9 This Agreement may be executed in one or more counterparts, all of which shall be considered part of the Agreement. The parties may execute this Agreement in writing, or by electronic signature, and any such electronic signature shall have the same legal effect as a handwritten signature for the purposes of validity, enforceability and admissibility. In addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. 17 .1 O The parties understand and acknowledge that each party is subject to Article X, §20 of the Colorado Constitution ("TABOR"). The parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi-fiscal year direct or indirect debt or obligation within the meaning of TABOR and, notwithstanding anything in this Agreement to the contrary, all payment obligations of the Customer are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Customer's current fiscal period ending upon the next succeeding December 31. Financial obligations of the Customer payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of the Customer and applicable law. Upon the failure to appropriate such funds, this Agreement shall be deemed terminated. Revised Oct 15, 2015