HomeMy WebLinkAboutMOTOROLA SOLUTIONS INC MAINTENANCE AND SUPPORT AGREEMENT Maintenance and Support Agreement
Motorola Solutions, Inc., a Delaware corporation, ("Motorola" or "Seller") having a place of business at
1301 E. Aigonquin Road, Schaumburg, Illinois 60196 and Augusta, Georgia, a political subdivision of the
State of Georgia ("Customer"), with its place of business at 530 Greene Street, Augusta, GA U.S.A.
30901, enter into this Maintenance and Support Agreement ("Agreement"), pursuant to which Customer
will purchase and Motorola will sell the maintenance and support services as described below and in the
attached exhibits. Motorola and Customer may be referred to individually as "party" and collectively as
"parties."
For good and valuable consideration, the parties agree as follows.
Section 1 EXHIBITS
The Exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this
Agreement and resolving any ambiguities, the main body of this Agreement will take precedence over the
Exhibits and any inconsistency between the Exhibits will be resolved in the order in which they are listed
below.
Exhibit A "Description of Covered Products"
Exhibit B "Support Plan"
Exhibit C "Support Plan Options and Pricing WorksheeY'
Section 2 DEFINITIONS
"AHMS" means Motorola's Administrative Hearing Management System
"CSR" and "PremierOne CSR" means Motorola's Customer Service Request System
"Equipment" means the physical hardware purchased by Customer from Motorola pursuant to a separate
System Agreement, Products Agreement, or other form of agreement.
"Motorola" means Motorola Solutions, Inc., a Delaware corporation.
"Motorola Software" means Software that Motorola owns. The term includes Product Releases, Standard
Releases, and Supplemental Releases.
"Non-Motorola Software" means Software that a party other than Motorola owns.
"Optional Technical Support Services" means fee-based technical support services that are not covered
as part of the standard Technical Support Services.
"Patch" means a specific change to the Software that does not require a Release.
"Principal Period of Maintenance" or "PPM" means the specified days, and times during the days, that
maintenance and support services will be provided under this Agreement. The PPM selected by
Customer is indicated in the Support Plan Options and Pricing Worksheet.
"Products" means the Equipment (if applicable as indicated in the Description of Covered Products) and
Software provided by Motorola.
"Releases" means an Update or Upgrade to the Motorola Software and are characterized as
"Supplemental Releases," "Standard Releases," or "Product Releases." A"Supplemental Release" is
defined as a minor release of Motorola Software that contains primarily error corrections to an existing
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Standard Release and may contain limited improvements that do not affect the overall structure of the
Motorola Software. Depending on Customer's specific configuration, a Supplemental Release might not
be applicable. Supplemental Releases are identified by the third digit of the three-digit release number,
shown here as underlined: "1.2.3". A"Standard Release" is defined as a major release of Motorola
Software that contains product enhancements and improvements, such as new databases, modifications
to databases, or new servers. A Standard Release may involve file and database conversions, System
configuration changes, hardware changes, additional training, on-site installation, and System downtime.
Standard Releases are identified by the second digit of the three-digit release number, shown here as
underlined: "1.2.3". A"Product Release" is defined as a major release of Motorola Software considered
to be the next generation of an existing product or a new product offering. Product Releases are
identified by the first digit of the three-digit release number, shown here as underlined: "1.2.3". If a
question arises as to whether a Product offering is a Standard Release or a Product Release, Motorola's
opinion will prevail, provided that Motorola treats the Product offering as a new Product or feature for its
end user customers generally
"Residual Error" means a software malfunction or a programming, coding, or syntax error that causes the
Software to fail to conform to the Specifications.
"Services" means those maintenance and support services described in the Support Plan and provided
under this Agreement.
"Software" means the Motorola Software and Non-Motorola Software that is furnished with the System or
Equipment.
"Specifications" means the design, form, functionality, or performance requirements described in
published descriptions of the Software, and if also applicable, in any modifications to the published
specifications as expressly agreed to in writing by the parties.
"Standard Business Day" means Monday through Friday, 8:00 a.m. to 5:00 p.m. local time, excluding
established Motorola holidays.
"Standard Business Hour" means a sixty (60) minute period of time within a Standard Business Day(s).
"Start Date" means the date upon which this Agreement begins. The Start Date is specified in the
Support Plan Options and Pricing Worksheet.
"System" means the Products and services provided by Motorola as a system as more fully described in
the Technical and Implementation Documents attached as exhibits to a System Agreement between
Customer and Seller (or Motorola).
"Technical Support Services" means the remote telephonic support provided by Motorola on a standard
and centralized basis concerning the Products, including diagnostic services and troubleshooting to assist
Customer in ascertaining the nature of a problem being experienced by the Customer.
"Update" means a Supplemental Release or a Standard Release.
"Upgrade" means a Product Release.
Section 3 SCOPE AND TERM OF SERVICES
3.1. In accordance with the provisions of this Agreement and in consideration of the payment by
Customer of the price for the Services, Motorola will provide to Customer the Services in
accordance with Customer's selections as indicated in the Support Plan Options and Pricing
Worksheet, and such Services will apply only to the Products described in the Description of
Covered Products.
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3.2. Unless the Support Pian Options and Pricing Worksheet expressly provides to the contrary, the
term of this Agreement is one (1) year, beginning on the Start Date. This annual maintenance
and support period will automatically renew upon the anniversary date for successive one (1)
year periods unless either party notifies the other of its intention to not renew the Agreement (in
whole or part) not less than thirty (30) days before the anniversary date or this Agreement is
terminated for default by a party.
3.3. This Agreement covers all copies of the specified Soffinrare listed in the Description of Covered
Products that are licensed by Motorola to Customer. If the price for Services is based upon a per
unit fee, such price will be calculated on the total number of units of the Software that are
licensed to Customer as of the beginning of the annual maintenance and support period. If,
during an annual maintenance and support period, Customer acquires additional units of the
Software that is covered by this Agreement, the price for maintenance and support services for
those additional units will be calculated and added to the total price either (1) if and when the
annual maintenance and support period is renewed or (2) immediately when Customer acquires
the additional units, as Motorola determines. Motorola may adjust the price of the maintenance
and support services effective as of a renewal if it provides to Customer notice of the price
adjustment at least forty-five (45) days before the expiration of the annual maintenance and
support period. If Customer notifies Motorola of its intention not to renew this Agreement as
permitted by Section 3.2 and later wishes to reinstate this Agreement, it may do so with
Motorola's consent provided (a) Customer pays to Motorola the amount that it would have paid if
Customer had kept this Agreement current, (b) Customer ensures that all applicable Equipment is
in good operating conditions at the time of reinstatement, and (c) all copies of the specified
Software listed in the Description of Covered Products are covered.
3.4. When Motorola performs Services at the location of installed Products, Customer agrees to
provide to Motorola, at no charge, a non-hazardous environment for work with shelter, heat, light,
and power, and with full and free access to the covered Products. Customer will provide all
information pertaining to the hardware and software with which the Products are interfacing to
enable Motorola to perform its obligations under this Agreement.
3.5. All Customer requests for covered Services will be made initially with the call intake center
identified in the Support Plan Options and Pricing Worksheet.
3.6. Motorola will provide to Customer Technical Support Services and Releases as follows:
3.6.1. Motorola will provide Technical Support Services and correction of Residual Errors during
the PPM in accordance with the exhibits. The level of Technical Support depends upon
the Customer's selection as indicated in the Support Plan Options and Pricing
Worksheet. Any Technical Support Services that are performed by Motorola outside the
contracted PPM and any Residual Error corrections that are outside the scope shall be
billed at the then current hourly rates. Technical Support Services will be to investigate
specifics about the functioning of covered Products to determine whether there is a
defect in the Product and will not be used in lieu of training on the covered Products.
3.6.2. Unless otherwise stated in paragraph 3.6.3 or if the Support Plan Options and
Pricing Worksheet expressly provides to the contrary, Motorola will provide to
Customer without additional license fees an available Supplemental or Standard
Release after receipt of a request from Customer, but Customer must pay for any
installation or other services and any necessary Equipment or third party
software provided by Motorola in connection with such Supplemental or Standard
Release. Any services will be performed in accordance with a mutually agreed
schedule.
3.6.3. Reserved
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3.6.4. Motorola will provide to Customer an available Product Release after receipt of a
request from Customer, but Customer must pay for ali additional license fees,
any installation or other services, and any necessary Equipment provided by
Motorola in connection with such Product Release. Any services will be
performed in accordance with a mutually agreed schedule.
3.6.5. Motorola does not warrant that a Release will meet Customer's particular
requirement, operate in the combinations that Customer will select for use, be
uninterrupted or error-free, be backward compatible, or that all errors will be
corrected. Full compatibility of a Release with the capabilities and functions of
earlier versions of the Software may not be technically feasible. If it is technically
feasible, services to integrate these capabilities and functions to the updated or
upgraded version of the Software may be purchased at Customer's request on a
time and materials basis at Motorola's then current rates for professional
services.
3.6.6. Except as provided in Section 3.6.7, Motorola's responsibilities under this
Agreement to provide Technical Support Services shall be limited to the current
Standard Release plus the two (2) prior Standard Releases (collectively referred ,
to in this section as "Covered Standard Releases."). Notwithstanding the
preceding sentence, Motorola will provide Technical Support Services for a
Severity Level 1 or 2 error concerning a Standard Release that precedes the
Covered Standard Releases unless such error has been corrected by a Covered
Standard Release (in which case Customer shall install the Standard Release
that fixes the reported error or terminate this Agreement as to the applicable
Software).
3.6.7. Motorola's responsibilities under this Agreement to provide Technical Support
Services shall be limited to the current Standard Release concerning the
following Software: Customer Service Request, Case Management, Integration
Framework, and Integration Framework Express.
3.7. The maintenance and support Services described in this Agreement are the only
covered services. Unless Optional Technical Support Services are purchased,
these Services specifically exclude and Motorola shall not be responsible for:
3.7.1. Any service work required due to incorrect or faulty operational conditions,
including but not limited to Equipment not connected directly to an electric surge
protector, or not properly maintained in accordance with the manufacturer's
guidelines.
3.7.2. The repair or replacement of Products or parts resulting from failure of the
Customer's facilities, Customer's personal property and/or devices connected to
the System (or interconnected to devices) whether or not installed by Motorola's
representatives.
3.7.3. The repair or replacement of Equipment that has become defective or damaged
due to physical or chemical misuse or abuse, Customer's negligence, or from
causes such as lightning, power surges, or liquids.
3.7.4. Any transmission medium, such as telephone lines, computer networks, or the
worldwide web, or for Equipment malfunction caused by such transmission
medium.
3.7.5. Accessories, custom or Special Products; modified units; or modified Software.
3.7.6. The repair or replacement of parts resulting from the tampering by persons
unauthorized by Motorola or the failure of the System due to extraordinary uses.
3.7.7. Operation and/or functionality of Customer's personal property, equipment,
and/or peripherals and any application software not provided by Motorola.
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3.7.8. Services for any replacement of Products or parts directly related to the removal,
relocation, or reinstallation of the System or any System component.
3.7.9. Services to diagnose technical issues caused by the installation of unauthorized
components or misuse of the System.
3.7.10 Services to diagnose malfunctions or inoperability of the Software caused by
changes, additions, enhancements, or modifications in the Customer's platform
or in the Software.
3.7.11 Services to correct errors found to be caused by Customer-supplied data,
machines, or operator failure.
3.7.12. Operational supplies, including but not limited to, printer paper, printer ribbons,
toner, photographic paper, magnetic tapes and any supplies in addition to that
delivered with the System; battery replacement for uninterruptible power supply
(UPS); office furniture including chairs orworkstations.
3.7.13. Third-party software unless specifically listed on the Description of Covered
Products.
3.7.14. Support of any interface(s) beyond Motorola-provided port or cable, or any
services that are necessary because third party hardware, software or supplies
fail to conform to the specifications concerning the Products.
3.7.15. Services related to customer's failure to back up its data or failure to use an UPS
system to protect against power interruptions.
3.7.16. Any design consultation such as, but not limited to, configuration analysis,
consultation with Customer's third-party provider(s), and System analysis for
modifications or Upgrades or Updates which are not directly related to a Residual
Error report.
3.8. The Customer hereby agrees to:
3.8.1. Maintain any and all electrical and physical environments in accordance with the System
manufacturer's specifications.
3.8.2. Provide standard industry precautions (e.g. back-up files) ensuring database security, per
Motorola's recommended backup procedures.
3.8.3. Ensure System accessibility, which includes physical access to buildings as well as
remote electronic access. Remote access can be stipulated and scheduled with
customer; however, remote access is required and will not be substituted with on-site
visits if access is not allowed or available.
3.8.4. Appoint one or more qualified employees to perform System Administration duties,
including acting as a primary point of contact to Motorola's Customer Support
organization for reporting and verifying problems, and performing System backup. At
least one member of the System Administrators group should have completed Motorola's
End-User training and System Administrator training (if available). The combined skills of
this System Administrators group should include proficiency with: the Products, the
system platform upon which the Products operate, the operating system, database
administration, network capabilities such as backing up, updating, adding, and deleting
System and user information, and the client, server and stand alone personal computer
hardware. The System Administrator shall follow the Residual Error reporting process
described herein and make all reasonable efforts to duplicate and verify problems and
assign a Severity Level according to definitions provided herein. Customer agrees to use
reasonable efforts to ensure that all problems are reported and verified by the System
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Administrator before reporting them to Motorola. Customer shall assist Motorola in
determining that errors are not the product of the operation of an external system, data
links between system, or network administration issues. If a Severity Level 1 or 2
Residual Error occurs, any Customer representative may contact Motorola's Customer
Support Center by telephone, but the System Administrator must follow up with
Motorola's Customer Support as soon as practical thereafter.
3.9. In performing repairs under this Agreement, Motorola may use parts that are not newly
manufactured but which are warranted to be equivalent to new in performance. Parts replaced by
Motorola shall become Motorola's property.
3.10 Customer shall permit and cooperate with Motorola so that Motorola may periodically conduct
audits of Customer's records and operations pertinent to the Services, Products, and usage of
application and data base management software. If the results of any such audit indicate that
price has been understated, Motorola may correct the price and immediately invoice Customer for
the difference (as well as any unpaid but owing license fees).
3.11. If Customer replaces, upgrades, or modifies equipment, or replaces, upgrades, or modifies
hardware or software that interfaces with the covered Products, Motorola will have the right to
adjust the price for the Services to the appropriate current price for the new configuration.
3.12 Customer shall agree not to attempt or apply any update(s), alteration(s), or change(s) to the
database software without the prior approval of the Motorola.
Section 4. RIGHT TO SUBCONTRACT AND ASSIGN
Motorola may assign its rights and obligations under this Agreement and may subcontract any portion of
Motorola's performance called for by this Agreement.
Section 5. PRICING, PAYMENT AND TERMS
5.1 Prices in United States dollars are shown in the Support Plan Options and Pricing Worksheet.
Unless this exhibit expressly provides to the contrary, the price is payable annually in advance.
Motorola will provide to Customer an invoice, and Customer will make payments to Motorola
within twenty (20) days after the date of each invoice. During the term of this Agreement,
Customer will make payments when due in the form of a check, cashier's check, or wire transfer
drawn on a United States financial institution. Annual maintenance and support pricing increase
each year at 5% over the previous year.
5.2. Overdue invoices will bear simple interest at the rate of ten percent (10%) per annum, unless
such rate exceeds the maximum allowed by law, in which case it will be reduced to the maximum
allowable rate.
5.3 If Customer requests, Motorola may provide services outside the scope of this Agreement or after
the termination or expiration of this Agreement and Customer agrees to pay for those services.
These terms and conditions and the prices in effect at the time such services are rendered will
apply to those services.
5.4 Price(s) are exclusive of any taxes, duties, export or customs fees, including Value Added Tax or
any other similar assessments imposed upon Motorola. If such charges are imposed upon
Motorola, Customer shall reimburse Motorola upon receipt of proper documentation of such
assessments.
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Section 6. LIMITATION OF LIABILITY
This limitation of liability provision shall apply notwithstanding any contrary provision in this
Agreement. Except for personal injury or death, Motorola's (including any of its affiliated
companies) total liability arising from this Agreement will be limited to the direct damages
recoverable under law, but not to exceed the price of the maintenance and support services being
provided for one (1) year under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE
POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA (INCLUDING
ANY OF ITS AFFILIATED COMPANIES) 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, THE SALE OR USE OF THE SYSTEM,
EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT
TO THIS AGREEMENT. This limitation of liability will survive the expiration or termination of this
Agreement. No action for breach of this Agreement or otherwise relating to the transactions
contemplated by this Agreement may be brought more than one (1) year after the accrual of such
cause of action, except for money due upon an open account.
Section 7. DEFAULTITERMINATION
7.1. If Motorola breaches a material obligation under this Agreement (unless Customer or a Force
Majeure causes such failure of performance); Customer may consider Motorola to be in default.
If Customer asserts a default, it will give Motorola written and detailed notice of the default.
Motorola will have thirty (30) days thereafter either to dispute the assertion or provide a written
plan to cure the default that is acceptable to Customer. If Motorola provides a cure plan, it will
begin implementing the cure plan immediately after receipt of Customer's approval of the plan.
7.2. If Customer breaches a material obligation under this Agreement (unless Motorola or a Force
Majeure causes such failure of performance); if Customer breaches a material obligation under
the Software License Agreement that governs the Software covered by this Agreement; or if
Customer fails to pay any amount when due under this Agreement, indicates that it is unable to
pay any amount when due, indicates it is unable to pay its debts generally as they become due,
files a voluntary petition under bankruptcy law, or fails to have dismissed within ninety (90) days
any involuntary petition under bankruptcy law, Motorola may consider Customer to be in default.
If Motorola asserts a default, it will give Customer written and detailed notice of the default and
Customer will have thirty (30) days thereafter to (i) dispute the assertion, (ii) cure any monetary
default (including interest), or (iii) provide a written plan to cure the default that is acceptable to
Motorola. If Customer provides a cure plan, it will begin implementing the cure plan immediately
after receipt of Motorola's approval of the plan.
7.3. If a defaulting party fails to cure the default as provided above in Sections 7.1 or 7.2, unless
otherwise agreed in writing, the non-defaulting party may terminate any unfulfilled portion of this
Agreement and may pursue any legal or equitable remedies available to it subject to the
provisions of Section 6 above.
7.4. Upon the expiration or earlier termination of this Agreement, Customer and Motorola shall
immediately deliver to the other Party, as the disclosing Party, all Confidential Information of the
other, including all copies thereof, which the other Party previously provided to it in furtherance of
this Agreement. Confidential Information shall include: (a) proprietary materials and information
regarding technical plans; (b) any and all other information, of whatever type and in whatever
medium including data, developments, trade secrets and improvements, that is disclosed by
Motorola to Customer in connection with this Agreement; (c) all geographic information system,
address, telephone, or like records and data provided by Customer to Motorola in connection with
this Agreement that is required by law to be held confidential.
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7.5 TERMINATION FOR CONVENIENCE. The Customer may terminate this contract in part or in
whole upon written notice to Motorola. Motorola shall be paid for any services rendered under
this Contract up to the time of termination.
Section 8. GENERAL TERMS AND CONDITIONS
8.1. Notices required under this Agreement to be given by one party to the other must be in writing
and either delivered in person or sent to the address shown below by certified mail, return receipt
requested and postage prepaid (or by a recognized courier service), or by facsimile with correct
answerback received, and shall be effective upon receipt.
Fred Russell, City Administrator
530 Greene Street, Room 801
Augusta, GA 30901
T: 706.821-2400
F: 706.821.
Seller: Motorola Solutions, Inc.
Attn: Judy Jean-Pierre, Law Dept.
1303 E. Algonquin Road, IL01, 8' Floor
Schaumburg, IL 60196
F: 847-576-0721
Email address: Judy.Jean-Pierre@motorolasolutions.com
8.2. Neither party will be liable for its non-performance or delayed performance if caused by an event,
circumstance, or act of a third party that is beyond such party's reasonable control.
8.3. Failure or delay by either party to exercise any right or power under this Agreement will not
operate as a waiver of such right or power. For a waiver to be effective, it must be in writing
signed by the waiving party. An effective waiver of a right or power shall not be construed as
either a future or continuing waiver of that same right or power, or the waiver of any other right or
power.
8.4. Customer may not assign any of its rights under this Agreement without Motorola's prior written
consent.
8.5. This Agreement, including the exhibits, constitutes the entire agreement of the parties regarding
the covered maintenance and support services and supersedes all prior and concurrent
agreements and understandings, whether written or oral, related to the services performed.
Neither this Agreement nor the Exhibits may not be altered, amended, or modified except by a
written agreement signed by authorized representatives of both parties. Customer agrees to
reference this Agreement on all purchase orders issued in furtherance of this Agreement. Neither
party will be bound by any terms contained in Customer's purchase orders, acknowledgements,
or other writings (even if attached to this Agreement).
8.6. This Agreement will be governed by the laws of the United States to the extent that they apply
and otherwise by the laws of the State of Georgia if Licensee is a sovereign government entity, or
the laws of the State of Illinois if Licensee is not a sovereign government entity.
8.7. GOVERNING LAW. The laws of the State of Georgia shall govern the Agreement between
Customer and Motorola with regard to its interpretation and performance, and any other claims
related to this agreement. All claims, disputes and other matters in question between Customer
and Motorola arising out of or relating to the Agreement, or the breach thereof, shall be decided in
the Superior Court of Richmond County, Georgia. Motorola, by executing this Agreement,
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specifically consents to jurisdiction and venue in Richmond County and waives any right to
contest the jurisdiction and venue in the Superior Court of Richmond County, Georgia.
Section 9. CERTIFICATION DISCLAIMER
Motorola specifically disclaims all certifications regarding the manner in which Motorola conducts its
business or performs its obligations under this Agreement, unless such certifications have been expressly
accepted and signed by an authorized signatory of Motorola.
Section 10. COMPLIANCE WITH APPLICABLE LAWS
The Parties shall at all times comply with all applicable regulations, licenses and orders of their respective
countries relating to or in any way affecting this Agreement and the performance by the Parties of this
Agreement. Each Party, at its own expense, shall obtain any approval or permit required in the
performance of its obligations. Neither Motorola nor any of its employees is an agent or representative of
Customer
Section 11. AUGUSTA, GEORGIA PROVISIONS
11.1 VENDOR SYSTEM ACCESS TO AUGUSTA, GEORGIA NETWORK. Motorola will sign a VPN
Vendor Access Agreement with the Licensee, verifying that the Vendor will respect the integrity of
Licensee's network and security protocols. Access to Augusta's network through the firewall will only be
granted after said agreement has been signed.
11.2 GEORGIA OPEN RECORDS ACT. Motorola acknowledges that this Agreement and certain
documentation may be subject to the Georgia Open Records Act (O.C.G.A. § 50-18-70, et seq.).
Motorola shall cooperate fully in responding to such requests and shall make all records, not exempt,
available for inspection and copying as required by law. Motorola shall clearly mark any information
provided to Customer which Motorola contends is Proprietary Information. Each Party shall notify the
other immediately of any Open Records request arising out of this Agreement and shall provide a copy of
any response to the request within three days of the request.
11.3 INSURANCE.
Motorola shall, at all times that this Agreement is in effect, cause to be maintained in force and effect an
insurance policy(s) as set forth below:
A. Worker's Compensation Insurance — in accordance with the laws of the State of Georgia.
B. Commercial Liability Insurance — in an amount of not less that One Million ($1,000,000) Dollars
per occurrence and property damage, including those resulting in death to any one person.
Customer will be included as an additional insured with respect to Motorola's liabilities hereunder in
insurance coverage's identified in items B.
The policies shall be written by a responsible company(s), and shall be non-cancellable except on thirty-
(30) days' written notice to the Customer by Motorola. An Acord certificate of insurance shall be filed with
the Director at within five (5) days of the execution of this Agreement.
11.4 GENERAL ACKNNOLWEDGEMENT OF ALL PARTIES CONTRACTING WITH AUGUSTA,
GEORGIA.
Contractor acknowledges that this Agreement and any changes to it by amendment, modification, change
order or other similar document may have required or may require the legislative authorization of the
Board of Commissioners and approval of the Mayor. Under Georgia law, Contractor is deemed to
possess knowledge concerning Augusta, Georgia's ability to assume contractual obligations and the
consequences of Contractor's provision of goods or services to Augusta, Georgia under an unauthorized
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contract, amendment, modification, change order or other similar document, including the possibility that
the Contractor may be precluded from recovering payment for such unauthorized goods or services.
Accordingly, Contractor agrees that if it provides goods or services to Augusta, Georgia under a contract
that has not received proper legislative authorization or if the Contractor provides goods or services to
Augusta, Georgia in excess of the any contractually authorized goods or services, as required by
Augusta, Georgia's Charter and Code, Augusta, Georgia may withhold payment for any unauthorized
goods or services provided by Contractor. Contractor assumes all risk of non-payment for the provision of
any unauthorized goods or services to Augusta, Georgia. This acknowledgement shall be a mandatory
provision in all Augusta, Georgia contracts for goods and services, except revenue producing contracts.
The County will provide or confirm in writing that all authorizations and approvals have been given prior to
the shipment of any equipment or services rendered.
11.5 E-VERIFY REGISTRATION. All contractors and subcontractors entering into contracts with
Augusta, Georgia for the physical performance of services shall be required to execute an Affidavit
verifying its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the corporation which is
contracting with Augusta, Georgia has registered with and is participating in a federal work authorization
program. All contractors and subcontractors must provide their E-Verify number and must be in
compliance with the electronic verification of work authorized programs operated by the United States
Department of Homeland Security or any equivalent federal work authorization program operated by the
United States Department of Homeland Security to verify information of newly hired employees, pursuant
to the Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, in accordance with the
applicability provisions and deadlines established in O.C.G.A. § 13-10-91 and shall continue to use the
federal authorization program throughout the contract term. All contractors shall further agree that,
should it employ or contract with any subcontractor(s) in connection with the physical performance of
services pursuant to its contract with Augusta, Georgia the contractor will secure from such
subcontractor(s) each subcontractor's E-Verify number as evidence of verification of compliance with
O.C.G.A. § 13-10-91 on the subcontractor affidavit provided in Rule 300-10-01-.08 or a substantially
similar form. All contractors shall further agree to maintain records of such compliance and provide a
copy of each such verification to Augusta, Georgia at the time the subcontractor(s) is retained to perform
such physical services.
11.6 LOCAL SMALL BUSINESS LANGUAGE. In accordance with Chapter 10B of the AUGUSTA,
GA. CODE, Contractor expressly agrees to collect and maintain all records necessary to for Augusta,
Georgia to evaluate the effectiveness of its Local Small Business Opportunity Program and to make such
records available to Augusta, Georgia. The requirements of the Local Small Business Opportunity
Program can be found at www.augustaga.gov. In accordance with AUGUSTA, GA. CODE § 1-10-
129(d)(7), for all contracts where a local small business goal has been established, the contractor is
required to provide local small business utilization reports. Contractor shall report to Augusta, Georgia
the total dollars paid to each local small business on each contract, and shall provide such payment
affidavits, regarding payment to subcontractors as may be requested by Augusta, Georgia. Such
documents shall be in the format specified by the Director of minority and small business opportunities,
and shall be submitted at such times as required by Augusta, Georgia. Failure to provide such reports
within the time period specified by Augusta, Georgia shall entitle Augusta, Georgia to exercise any of the
remedies set forth, including but not limited to, withholding payment from the contractor and/or collecting
liquidated damages.
11.7 GEORGIA PROMPT PAY ACT NOT APPLICABLE. The terms of this Agreement supersede any
and all provisions of the Georgia Prompt Pay Act.
11.8 GENERAL INDEMNITY BY MOTOROLA. Motorola will indemnify and hold Customer harmless
from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death,
or direct damage to tangible property which may accrue against Customer to the extent it is caused by
the negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties
under this Agreement, if Customer gives Motorola prompt, written notice of any the claim or suit.
Customer will cooperate with Motorola in its defense or settlement of the claim or suit. This section sets
PSV MSA Page 10 v. 7-26-12
forth the full extent of Motorola's general indemnification of Customer from liabilities that are in any way
related to Motorola's performance under this Agreement.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and
year first written above.
Motorola Solutions, Inc. Augusta, eorgia
B ��f/f �,.�` B C,��,�
� �i! Y• �
Name: Marshall Wright }((,`IX Name: Deke S. Copenhaver
Title: MSSSI VP & Director Zd �/2 Title: Mayor
Date: September 10, 2012 Date: �����
Attest: ,: .41,...., ��
. �
Signature: 1
�
Name: Le�ia J `Borin �`�? '� `t?
,
Title: Cler� ��or��issic� � `�- �` , ��
_ a � ,�
Date: ` e� a° �
• o•
`�� ��w� � �
PSV MSA Page 11 v. 7-26-12
Exhibit A DESCRIPTION OF COVERED PRODUCTS
MAINTENANCE AND SUPPORT AGREEMENT NO.
CUSTOMER: Augusta, Georgia
The following table lists the Products under maintenance coverage:
Product Descri tion Version Qt
PremierOne CSR PremierOne CSR (10) Concurrent user 4.2.1 10
licenses
PremierOne CSR Contact Center (8) Call 4.2.1 8
center licenses
Citizen Web Intake — site license 4.2.1 1
PremierOne CSR Citizen Mobile Apps 3.5 1
PSV MSA, Exhibit A Page 1
MAINTENANCE AND SUPPORT AGREEMENT NO.
Exhibit B SUPPORT PLAN
This Support Plan is a Statement of Work that provides a description of the support to be
performed.
1. Services Provided. The Services provided are based on the Severity Levels as defined
herein. Each Severity Level defines the actions that will be taken by Motorola for
Response Time, Target Resolution Time, and Resolution Procedure for reported errors.
Severity levels 1 and 2 are for production environments. Because of the urgency
involved, Response Times for Severity Levels 1 and 2 are based upon voice contact by
Customer, as opposed to written contact by facsimile, email or letter. Resolution
Procedures are based upon Motorola's procedures for Service as described below.
� � � r� �; � � 5 � ,
�� �� � �� �� �� � �� ' � � I � � . � 5 y �� � �� � � ��� �
� i" .-f : .r ( Ifi I1`SB' ( !,: t �a- K t r��. � ��'
9
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�m � �i"�°s___.� i) ?� � Y`�i 'x, i r « �i �7 ' ,k x .�_�. � ?� :' ..i� � �� . � ��
1 otal System Failure - occurs when the System is elephone Resolve within
not functioning and there is no workaround; such onference within one enty-four (24)
s a Central Server is down. (1) hour of initial voice hours of initial
notification notification
2 Critical Failure - Critical process failure occurs elephone Resolve within
hen a crucial element in the System that does not onference within even (7)
prohibit continuance of basic operations is not hree (3) Standard Standard
unctioning and there is usually no suitable work- Business Hours of Business Days of
round. Note that this may not be applicable to initial voice initial notification
intermittent roblems. notification
3 Non-Critical Failure - Non-Critical part or elephone or email Resolve within
omponent failure occurs when a System onference within two 180 days in a
omponent is not functioning, but the System is still (2) Standard Motorola-
useable for its intended purpose, or there is a Business Days of etermined Patch
reasonable workaround. initial notification r Release.
4 Inconvenience - An inconvenience occurs when elephone or email t Motorola's
System causes a minor disruption in the way tasks onference within iscretion, may
re performed but does not stop workflow. even (7) Standard be in a future
Business Days of Release.
initial notification
5 Customer request for an enhancement to System Determined by If accepted by
unctionality is the responsibility of Motorola's Motorola's Product Motorola's
Product Management. Management. Product
Management, a
release date will
be provided with
fee schedule,
hen
ro riate.
1.1 Reportinq a Problem. Reporting of problems should be funneled through the customer's
designated primary point person(s). Customer shall assign an initial Severity Level for
each error reported, either verbally or in writing, based upon the definitions listed above.
Because of the urgency involved, Severity Level 1 or 2 problems must be reported
verbally to the Motorola's call intake center. Motorola will notify the Customer if Motorola
makes any changes in Severity Level (up or down) of any Customer-reported problem.
PSV MSA, Exhibit B Page 1
1.2 Motorola Response. Motorola will use best efforts to provide Customer with a resolution
within the appropriate Target Resolution Time and in accordance with the assigned
Severity Level when Customer allows timely access to the System and Motorola
diagnostics indicate that a Residual Error is present in the Software. Target Resolution
Times may not apply if an error cannot be reproduced on a regular basis on either
Motorola's or Customer's Systems. Should Customer report an error that Motorola
cannot reproduce, Motorola may enable a detail error capture/logging process to monitor
the System. If Motorola is unable to correct the reported Residual Error within the
specified Target Resolution Time, Motorola will escalate its procedure and assign such
personnel or designee to correct such Residual Error promptly. Should Motorola, in its
sole discretion, determine that such Residual Error is not present in its Release, Motorola
will verify: (a) the Software operates in conformity to the System Specifications, (b) the
Software is being used in a manner for which it was intended or designed, and (c) the
Software is used only with approved hardware or software. The Target Resolution Time
shall not commence until such time as the verification procedures are completed.
1.3 Error Correction Status Report. Motorola will provide verbal status reports on Severity
Level 1 and 2 Residual Errors. Written status reports on outstanding Residual Errors will
be provided to System Administrator on a monthly basis.
2. Customer Responsibility.
2.1 Customer is responsible for running any installed anti-virus software.
2.2 Operatinq Svstem ("OS") Upqrades. Unless otherwise stated herein, Customer
is responsible for any OS upgrades to its System. Before installing any OS
upgrade, Customer should contact Motorola to verify that a given OS upgrade is
appropriate.
3. Motorola Responsibilitv.
3.1 Reserved
3.2 Reserved
3.3 Reserved
3.4 Remote Installation. At Customer's request, Motorola will provide, for a
fee, remote installation advice or assistance for Updates.
3.5 Software Release Compatibility. At Customer's request, Motorola will provide:
(a) current list of compatible hardware operating system releases, if applicable;
and (b) a list of Motorola's Software Supplemental or Standard Releases
3.6 On-Site Correction. Unless otherwise stated herein, all suspected Residual
Errors will be investigated and corrected from Motorola's facilities. Motorola shall
decide whether on-site correction of any Residual Error is required and will take
appropriate action.
4. Reserved
5. Compliance to Local, Countv, State and/or Federal Mandated Changes. (Applies to
Software and interfaces to those Products) Unless otherwise stated herein, compliance to
local, county, state and/or federally mandated changes, including but not limited to IBR,
UCR, ECARS, NCIC and state interfaces are not part of the covered Services.
PSV MSA, Exhibit B Page 2
Exhibit C
SUPPORT PLAN OPTIONS AND PRICING WORKSHEET
Maintenance and Support Agreement # Term Length 12 Months
Term Start Date TBD Term End Date
CUSTOMER AGENCY Augusta, Georgia BILLING AGENCY Augusta, Georgia
Address 530 Greene St. Annex 101 Address 530 Greene St. Annex 101
City, State, Zip Augusta, GA 30901 City, State, Zip Augusta, GA 30901
Contact Name Mike Blanchard Contact Name Mike Blanchard
Contact Title Deputy Director IT Contact Title Deputy Director IT
Telephone Number 706-821-2862 Telephone Number 706-821-2862
Fax Number 706-821-2530 Fax Number 706-821-2530
Email Address Blanchard au usta o. ov Email Address Blanchard au usta a. ov
For support and updates on products belaw, p�ease cantact Motorola Solutions Rublic Service Appiication'� Custamer Support:
�8t1U) 3�3-��94'� Optian 2, �ption 6a then setect the corresponding product prampts as €ollows:
/■,y:,./,+ /1 py
.... ......... ........n n .r �t��M1. Nvi e � �.F+ ....�ni . n................... . .............................�
9 ��� W+%fi� �l','{���tJ�� ... � . . ...................
, ..n.e..... : �kY�4�� ��F.��W���� ��... �... ��... �' ' . ..,.. ...... . .,
_._..... —.—+irvw.f w ..........__.__�—W Fw . _..._.___ �»w...... . . . ' .
. _.._-.... .._.__._ .......... __...._�_ __ ...._..._ ..._...... ........ .....�. ....... . _._....._ .__...__: e....
� PremierOne CSRF"" ❑ GityWOrks ❑ �
❑ ! ❑ ❑ ❑
� CSR � � Info� Radio Asset Management � � � �] .
� _w.....� � � ��..�.�.��..P.� a.�. �e,,,. _..� .�_.�
; ;� ' ' t1 UTH�R
�~��4 ... .....__� .,�___:. .._._.�.. ._._.. �........ ...,._..: __..._ ._.�... �.�.�..,: _ . ,.,�_r� _._—._.____—.._..�_ ._.�,�
A, J. ..❑ Custom Interfaces `` 0 Qther
� Adminisfrative Hearings (AHMS} ❑
� �
MOTOROLA SOLUTIONS SERVICES TERM FEES THIRD PARTY SERVICES TERM FEES
� STANDARD SUPPORT SERVICES $ 40,125.00 ❑ VENDOR AGENCY: $
1 $ Included ♦ Product Type/Description:
Customer Support Plan
2 Case Management 24X7 $ Included
3 Technical Support Monday through Friday � Term Dates:
8:00 a.m. to 5:00 p.m. Customer local time $ Included
4 Third-party Vendor Coordination $ Included ♦ Service Level
5 On-site Support (when applicable) $ Included -Hours of Coverage:
s $ -Onsite/Software/Parts:
7 SW Releases: Standard & Supplemental $ Included -Other Services:
$ Access to Users Group Site $ Included � System ID #(if applicable):
❑ SUPPLEMENTAL SERVICE OPTIONS
-- -- --._..........__........__._..._......._.........._._...._......._......._.__.._..._ ............._.._ _---......_..._.........---�--._._...----.._......
THIRD PARTY TOTAL $
Service Descriptions Available Upon Request FEES
1 24x7 Technical Support Svcs $ BUNDLED SERVICE OPTIONS DISCOUNT
2 Time and Materials $ ❑ MULTI-SYSTEM (x% Discount) $
3 Professional Seroices Training $ ❑ MULTI-YEAR (x% Discount) $
4 Professional Services Upgrades $ ❑ ONE-TIME (x% Discount) $
5 Preventive Maintenance $ ❑ OTHER (x% Discount) $
6 Users Conference Advance Purchase $ ❑ OTHER (x% Discount) $
7 On-site Support (Dedicated Resource) $
8 GeoFile Services $
_. ..._ ......................._.._..._._._._._._.._,.- -----...._..__._.._.—._.__.. . _._....._.........................................._..............................................----..._._............._..._._....._...------------._.._....._................__..............._................................._—.._............................_..._.._._........._...---�----._....__...............
MOTOROLA SOLUTIONS TOTAL FEES $ 40,125.00 DISCOUNTS $
USERS CONFERENCE ATTENDANCE ADVANCE PURCHASE DETAILS
❑ Users Conference Attendance ($2,650 per Attendee) Year Number Attendees
• Registration fee • Roundtrip travel for event (booked by Motorola Solutions)
• Hotel accommodations (booked by Motorola Solutions) • Rental car (booked by Motorola Solutions)
• Dail meal allowance (determined b Motorola Solutions uidelines
r . � �. TEF2M `GRAN� TQTi4L* $ +4t}�'1�5.i�U
�;� '��xcr�ttes taYes f€� rrc�hre �
PSV MSA, Exhibit C Page 1