HomeMy WebLinkAboutItem 10 - Public Safety Tait System Maintenance and Support ContractDepartment Name: Admin & IT
Cost Center: 1101
For Agenda of: June 16, 2020
Placement: Consent
Estimated Time: N/A
FROM: Greg Hermann, Deputy City Manager
Prepared By: Lynn Wilwand, Administrative Analyst
SUBJECT: PUBLIC SAFETY TAIT RADIO SYSTEM MAINTENANCE AND SUPPORT
CONTRACT
RECOMMENDATION
Approve a five-year contract with Tait Communications for the maintenance and support of the
Public Safety radio system in the amount of $25,831 paid annually for a total of $129,155.
DISCUSSION
Background
In October 2009, after issuing a Radio System Upgrade RFP, the City entered into a contract
with Tait Communications to replace the City’s outdated citywide radio system. The radio
system upgrade project was completed in February 2011 and at that time the City entered into a
maintenance and support contract with Tait Communications. The contract allowed the Network
Services staff to contact Tait Communications Support directly for any issues associated with the
radio system. It also allowed Tait support to access the City radio system to identify and resolve
any problems. The maintenance and support contact was renewed in 2013 for two years and in
June 2015 the contract was renewed for an additional five years and is set to expire on June 30,
2020.
Staff is recommending extending the support contract with Tait Communications for another
five-year period to be paid in yearly increments of $25,831. The support that Tait
Communications provides is for both hardware equipment and software and is 24/7/365 support,
as well as annual on-site system health checks which are needed to provide reliable, critical
public safety radio communications.
Tait Communications designed, installed, and programmed the citywide radio system. This
system serves the Police, Fire, Public Works, Utilities and Parks and Recreation Departments
radio communications. Contracting with any other radio vendor would require the new vendor to
obtain in-depth training on how the system is designed and operating within the City. The radio
system backend equipment is manufactured by Tait and is proprietary. Tait Communications has
been very responsive and able to solve all required hardware and software support needs without
service interruptions.
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Covid-19 – Fiscal Health Contingency Plan Evaluation of Necessity
Police and Fire provide essential public safety services for the City of San Luis Obispo. In order
to provide these services, the City radio system is in use daily, 24 hours, 7 days a week. The
radio system hardware and software are critical for emergency services to be dispatched to
ensure public health and safety. IT staff was able to negotiate no increase to the contract price
given the COVID-19 emergency.
Previous Council or Advisory Body Action
On June 16, 2015, Council approved a five-year contract renewal with Tait Communications for
maintenance and support of the radio system.
Policy Context
The City’s purchasing ordinance under chapter 3.24.060 stipulates that bidding procedures use is
not required when:
D. when supplies or equipment have been uniformly adopted in the City or
otherwise standardized.
As stated above, the City has standardized on Tait Communications radio equipment.
CONCURRENCE
Network Services staff and Police Department staff have reviewed this report and con cur with
the recommendation.
ENVIRONMENTAL REVIEW
The California Environmental Quality Act does not apply to the recommended action in this
report, because the action does not constitute a “Project” under CEQA Guidelines Sec. 15278.
FISCAL IMPACT
Budgeted: Yes Budget Year: 2020-21
Funding Identified: Yes
Fiscal Analysis: The funding was approved by Council for the FY21 on June 2, 2020 with the
budget adoption in the Network Services operating budget.
Funding Sources Current FY Cost
Annualized
On-going Cost
Total Project
Cost
General Fund $25,831 $25,831 $129,155
State
Federal
Fees
Other:
Total $25,831 $25,831 $129,155
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ALTERNATIVES
Not Award Contract to Tait Communications. Staff does not recommend this option. The radio
system is a mission critical component of the day to day operations for public safety and other
City Departments. Not having support available, should a portion of the system fail, would
severely impact staff’s ability to fully restore system functionality, and increase the City’s
liability.
Attachments:
a - SLO Service Advantage Quote Five years
b - Tait San Luis Obispo Agreement June 2020
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Tait North America Inc
15354 Park Row Drive
Houston
Texas 77084
United States of America
For the attention of:
Client City of San Luis Obsipo
Quote Number 5292020-01
Total Price 129,155.00 Incoterm:CIP
Currency USD Validity:30 Calendar Days
Date Friday, May 29, 2020
Project Name San Luis Obispo - Option for up to 5 years Coverage
Project Description
Prepared by:Danielle Mellado
Section Part Number Description Qty Unit Sell Ext'd Sell Section Total
100 Lab system SA Coverage and Managed Services 1 129,155.00
100.01 Service Advantage Annual Fee Year 1 coverage 1 25,831.00$ 25,831.00$
100.02 Service Advantage Annual Fee Optional Year 2 coverage 1 25,831.00$ 25,831.00$
100.03 Service Advantage Annual Fee Optional Year 3 coverage 1 25,831.00$ 25,831.00$
100.04 Service Advantage Annual Fee Optional Year 4 coverage 1 25,831.00$ 25,831.00$
100.05 Service Advantage Annual Fee Optional Year 5 coverage 1 25,831.00$ 25,831.00$
Total 129,155.00
Quotation
By submitting a purchase order, signing a Quote from Tait, or placing an order via Tait's customer service representatives, the Customer agrees that Tait Standard Equipment Terms and Conditions of Sale will
govern the supply by Tait and the purchase by the Customer of the Equipment, Software licenses and/or Services described in the Quote, purchase order and/or orders taken by customer service representatives.
Continuation of existing Service Advantage agreement, which includes a Tait-provided 3-day health check for the system. Tait
will provide Service Desk support and software upgrades on Tait system infrastructure. Third party products are excluded from
this agreement as it has been in the past. The contract duration is up to 5 years, with an option to exercise each year's coverage
after year one.
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SUPPORT AGREEMENT
Tait North America, Inc.
And
City of San Luis Obispo, CA
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CONTACT INFORMATION
TAIT Communications Corporate Head Office
Tait International Limited
P.O. Box 1645
Christchurch
New Zealand
For regional offices address and telephone numbers, refer to http://www.taitradio.com.
COPYRIGHT AND TRADEMARKS
All information contained in this document is the property of Tait International Limited. All rights reserved.
This manual may not, in whole or in part, be copied, photocopied, reproduced, translated, stored, or reduced
to any electronic medium or machine-readable form, without prior written permission from Tait International
Limited.
The word Tait and the Tait logo are trademarks of Tait International Limited.
All trade names referenced are the service mark, trademark or reg istered trademark of the respective
manufacturers.
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CONTENTS
Contact Information ..................................................................................................................................... 2
Support Agreement ..................................................................................................................................... 4
Section A – Agreement Details ................................................................................................................... 6
Section B – Roles, Responsibilities & Escalation Contacts ......................................................................... 7
Section C – Support Services ..................................................................................................................... 8
Section D – Additional Charges ................................................................................................................ 14
Section E – General Terms & Conditions.................................................................................................. 15
Section F – Glossary of Terms .................................................................................................................. 24
Appendix A – Critical Spares Inventory ..................................................................................................... 27
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SUPPORT AGREEMENT
THIS Support Agreement (“Agreement”) is made on the 23rd day of June, 2020
BETWEEN “TAIT”
Tait North America Inc.
15354 Park Row Drive
Houston, Texas 77084,
United States of America
AND “Client”
City of San Luis Obispo, CA
990 Palm St.
San Luis Obispo, CA 93401
BACKGROUND:
1. Tait has supplied a Tait QS2 radio communications system to the Client.
2. Tait has agreed to provide and Client has agreed to purchase certain Support Services in accordance
with the terms of this Support Agreement.
3. This Support Agreement defines the principal activities and responsibilities of all parties for the support
of the Client Communications Solution.
4. Variations to this Support Agreement are subject to mutual agreement between Tait and Client and
will be addressed in accordance with Section E clause 14.2 (Variations).
AGREEMENT OVERVIEW
This Agreement consists of this front cover and the following Sections:
Section A Agreement Details
Section B Roles, Responsibilities, Escalation Points
Section C Support Agreement
Section D Additional Charges
Section E General Terms and Conditions
Section F Glossary of Terms
Appendix A Critical Spares
In case of any conflict between the Sections the earlier listed shall take precedence.
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AGREED and Signed by Tait North America Inc:
__________________________________________________
Name:
Title:
Date
AGREED and signed by the Client: City of San Luis Obispo, CA
__________________________________________________
Name:
Title:
Date:
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SECTION A – AGREEMENT DETAILS
AGREEMENT DETAILS
1 Client City of San Luis Obispo, CA
2 Client Address for Notices 990 Palm St.
San Luis Obispo, CA 93401
3 Client Support Manager Miguel Guardado
mguardad@slocity.org
805-781-7017
4 Client Solution and Products
including licensed Software
All Tait-branded infrastructure products associated with the
original equipment installation.
5 Commencement Date July 01, 2020
6 Term of Agreement One year with the option to exercise four additional one-
year terms. To exercise each additional year, Client must
email orders.us@taitradio.com at least 30-days in advance
of next service year.
7 Support Fee $25,831 to be paid annually at least 30 days in advance of
Commencement Date for each year the option to extend is
exercised.
8 Review of Support Fee and Additional
Charges
Support Fees will be reviewed as Products are added or
removed from the network upon each anniversary of the
Commencement Date.
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SECTION B – ROLES, RESPONSIBILITIES, ESCALATION CONTACTS
Tait Client
Role Under This Agreement Tait is responsible for providing the
Support Services described in
Section C
The Client is responsible for providing
First Level Support described in clause
4 of Section E (General Terms and
Conditions).
Account Manager
Fatima Garcete
Channel Enablement Manager,
West Territory
832-627-8566
Fatima.Garcete@taitradio.com
Client Representative
Miguel Guardado
mguardad@slocity.org
805-781-7017
TAIT 24x7x365 Support Desk
1-844-491-9818
serviceadvantage@taitradio.com
(low priority email address)
Operational Manager
Miguel Guardado
mguardad@slocity.org
805-781-7017
The parties shall endeavour to cooperatively resolve any disputes arising in
connection with this Agreement and the Support Services. If a dispute or
difference cannot be resolved within the normal course of business then either
party may refer the dispute to the nominated escalation points below.
Section E, Clause 14.6 (Disputes) shall apply.
Escalation Points VP, Field Services and Operations
Alan Gutsell
281-600-8257
alan.gutsell@taitradio.com
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SECTION C – SUPPORT SERVICES
Tait Support Plans
Client has selected the Tait Support Agreement plan set out below. Elements are described in the
remainder of this Section C (Support Services).
Optional support services are not included in the price of Extended Warranty or Service Advantage.
Optional support services require purchase of Service Advantage.
Manufacturer’s Warranty Service Advantage
Service Desk Business Hours 24 x 7
Return for Repair Defects Only Defects Only
Online Client Service Portal Included
Software Maintenance Included
Optional Elements of
Service Advantage –
Not included unless explicitly
marked as “Included”
Extended Warranty Not Included
Annual System Audit Included
Preventative Maintenance Not Included
Onsite Dispatch/Restoration Not Included
*Software Maintenance includes software releases within your licensed feature set for covered Products.
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SERVICE ADVANTAGE
Service Advantage includes the following services as explained below: Tait Service Desk: 24 x 7 Techn ical
Support, Online Client Service Portal and Technical Resources, and Software Maintenance.
1. Tait Service Desk: 24 x 7 Technical Support
1.1 Tait will provide a Service Desk solution to the Client that includes:
a. Single point of contact for all support re lated matters for Products covered by this Support
Agreement including Partner Products.
b. 24 x 7 Response in accordance with the times set out in Table 1.6.
c. Telephone access to Tait Engineering personnel to log / identify / troubleshoot faults and
issues with the Solution and Products covered under this Agreement.
d. Remote diagnostics and restoral where possible.
e. Access to repair and warranty information.
f. Access to technical, Product and Solution information.
g. General support queries, configuration queries, requests for quotations for enhancements.
1.2 The Service Desk serves as the single point of contact regarding Client support and the reporting
of Incidents.
1.3 The Service Desk will provide email and telephone support in troubleshooting failed Pr oducts, and
will arrange for a Return Material Authorization (RMA) for any Product that has failed under
Warranty or Extended Warranty.
1.4 Client must ship or return the Product to the service depot nominated by the Service Desk.
1.5 Tait shall repair or replace returned Products (or arrange for the repair / replacement of Partner
Products) and dispatch to the Client, subject to the terms of th is Agreement.
1.6 Target Response and Target Restoration Times
Response Time is defined as the time from when Client reports an Incident to the Service Desk
and ends when a suitably qualified Tait Support Engineer contacts Client.
Restoration Time is defined as the time from when Client reports an Incident to the Ser vice Desk
and ends when the Product or Radio Solution is re-stabilized and carrying normal traffic levels
which may be via a workaround or replacement Product(s) as applicable. Where replacement
products are required it is assumed that the Client will carr y spare equipment to cater for network
outages.
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Table 1.6
Incident
(type) Response (Hours) Restoration (Target - Hours)
Priority 1* 0.5 4
Priority 2* 1 8
Priority 3** 8 48
Priority 4** 8 168
*Priority 1 and 2 incidents will be responded to and managed continuously 24 hours a day, 365 days a year.
**Priority 3 and 4 incidents will be responded to and managed during Business Hours.
2. Online Client Service Portal and Technical Resources
2.1 Tait will provide access to the Online Client Service Portal and Technical Resource web site.
2.2 Tait will issue the Client applicable login(s) and password(s).
2.3 The Client will be able to access the following information, Software, firmware, applications and
case management updates via the Online Client Service Portal and Technical Resource sites:
▪ Documentation: Accessories, Installation, Integration, Product Specifications, Standard
User, Service
▪ Frequently Asked Questions and Search Facility
▪ Programming and Calibration Application (Downloadable)
▪ Service Kit (Downloadable)
▪ Service Case: Creation, History, Status Updates
▪ Technical and Software Release Notes
3. Software Maintenance
3.1 Client is entitled to receive: Software and firmware releases relevant to and within the licensed
feature set of the Tait-Branded Products purchased by the Client (see Section A-4: Client Solution
and Products including licensed Software).
3.2 Access to the Software releases referred to in section C-3.1 shall be requested through the Online
Client Service Portal or via email serviceadvantage@taitradio.com .
3.3 Any Tait Services or hardware required for the implementation of a Software release may be
purchased from Tait at an additional charge (unless stated otherwise in this Agreement).
3.4 Tait will provide Technical Support (described in Section C -2: Online Client Service Portal and
Technical Resources) for the current and up to three previous releases of Soft ware and firmware.
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Technical Support for previous Software releases is at Tait’s discretion and may be subject to
Additional Charges,
3.5 Tait shall maintain (i.e. provide bug fixes, mo difications and improvements) only the current
Software release for any Product. If Client has a Problem with a non -current release of Software,
Client may be required to install the most current version of So ftware in order to remedy such
Problem.
3.6 This Section and the Support Fees, do not include the provision of Client requested enhancements,
modifications, or developments. Any such enhancement, modification or development may be
requested by Client via the Tait Service Desk. Tait at its option may (a) provide the Client with a
quotation for undertaking the request; and / or (b) endeavor to include the request in a future
Software release; or (c) where not feasible for commercial, technical or other reaso ns, decline the
request.
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Optional Elements
The following optional support elements are not included in the price of Extended Warranty or Service
Advantage, but can be added for an additional cost:
4. Extended Warranty
4.1. Client is entitled to Tait Warranty as described in Section E-9 (Warranty) on each of the following
products purchased from Tait for the Warranty Period indicated in Section A -6 (Term of
Agreement):
4.2. Extended Warranty extends Client’s warranty rights and obligations under the same terms outlined
in the Tait Warranty.
4.3. Client shall contact Tait for Warranty Services via the Tait Service Desk.
5. Annual System Audit
5.1 Tait will provide a Field Service Engineer for one (1) week, comprised of two (2) travel days, and
three (3) working days on site with the Client under this agreement.
5.2 The Field Service Engineer will perform a Tait HealthCheck high level system audit for each site,
which will include the following activities:
5.2.1 Check and record overall system performance.
5.2.2 Take alarm logs from all equipment; and
5.2.3 Check backup battery systems.
5.3 Following the visit, Tait shall provide to the Client a report detailing the tests performed and the
findings with any recommendations will be presented to the Client.
Included Yes ☐ No ☒
Notes
[This option not included.
Included Yes ☒ No ☐
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5.4 This Service is available to the Client once per year of the Agreement and must be arranged in
advance by calling the Service Desk with a six (6) week notice of the preferred date(s) for
undertaking the Annual System Audit.
6. Preventative Maintenance
6.1 Tait will perform a yearly preventative maintenance visit to each site within the Client
communication system, the duration to be defined based on the size of the customer system.
6.2 The following test measurements shall be logged annually
6.2.1 Power out measurement from each transmitter shall be taken at the antenna
connector on the back of each radio, prior to the combining equipment.
6.2.2 The Power out measurement from each transmitter shall be taken at the output of the
combining system.
6.2.3 The Reflected Power measurement shall be taken at the output of the combining
system. This measurement may be taken with any one of the transmitters keyed. It is
not necessary to record all transmitters.
6.2.4 Frequency error measurement shall be taken on each transmitter. Thi s measurement
may be taken off the air.
6.2.5 Transmit Deviation measurement of each transmitter shall be taken. This
measurement may be taken off the air. (Modulation fidelity for P 25, FSK Error for
DMR)
6.2.6 CTCSS Deviation measurement of each transmitter shall be taken. This
measurement may be taken off the air. (Not applicable to P25 or DMR channels)
6.2.7 Receiver sensitivity measurement at 12db SINAD shall be taken. The Signal shall be
injected at the antenna connector on the back of each receiver. (5% BER for P25 and
DMR)
6.2.8 The Battery voltage shall be taken while the batteries are under load. The charger to
the batteries shall be shut off and the battery voltage monitored and recorded ev ery
5 minutes for a period of 30 minutes. The charger shall be turned back on and t he
charging voltage recorded. The charging current shall be read from the charger and
recorded.
6.3 For any problems found with equipment covered under this agreement , Tait will attempt to adjust
and reconfigure equipment as necessary to bring equipment into s pecification and / or replace
equipment with available spares, provided maintenance can be performed within the quoted
duration allotted for the Preventative Main tenance visit. Tait will also coordinate return and repair
of defective equipment.
Notes
Annual health check to be performed
Optional Yes ☐ No ☒
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6.4 Following the Preventative Maintenance, Tait shall provide to the Client a report detailing the tests
performed, adjustments made, and the findings with any recommendations will be presented to the
Client.
6.5 This Service is available to the Client once per year of th e Agreement and must be arranged in
advance by calling the Service Desk with a six (6) week notice of the preferred date(s) for
undertaking the Preventative Maintenance.
7. Onsite Dispatch/Restoration
7.1 When Tait is unable to return the Client’s Solution to normal operation through remote technical
support, Tait will dispatch a technician/engineer to attend site to diagnose and restore the Client’s
radio network.
7.2 The rates for Onsite dispatch include standard travel expenses to locations with regular commercial
air service and readily accessible sites. Special rates apply to networks without commercial air
service or readily accessible sites.
SECTION D – ADDITIONAL CHARGES
Standard labor rate for on-site support not covered by this Agreement is $1,500 USD per day plus travel
and living expenses with 15% administrative fee applied to these expenses.
Notes
[ This option not included.
Included Yes ☐ No ☒
Notes
This option not included
On-site support beyond the annual hours shall be billed at the rates in Section D below (Additional Charges).
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SECTION E – GENERAL TERMS & CONDITIONS
1. Term
1.1 The Term of this Agreement shall be the term specif ied in Section A (Agreement Details)
commencing on the Commencement Date, provided that the parties may mutually agree in writing
to extend this Agreement on terms and conditions to be mutually agreed betw een the parties prior
to the expiry of the then current Term.
2. Tait Support
2.1 During the Term Tait shall provide the Support Services set out in Section C of this Agreement
(Support Services) in consideration of payment by Client of the Support Fees.
2.2 Services shall be supplied for the Products at the Sites and unless agreed otherwise in writing, Tait
shall not be obligated to provide the Services for the Products located at any other site(s). Any
products and/or systems not listed in the Agreeme nt (“Additional Products”) shall only be covered
by the Agreement where agreed in writing by the Parties. Each of the expressions “Term”,
“Products”, “Sites” and “Support Fees” shall mean the term, products, sites and support fees
identified in Section A of this Agreement (Agreement Details).
2.3 Except in response to warranty claims during the warranty period for any Product, Tait may supply
new, second-hand or reconditioned replacement parts in the performance of Services or Excepted
Services.
2.4 Only the Services described in Section C (Support Services) as being in scope for this Agreement
shall be provided. Tait shall not provide the Excepted Services.
Excepted Services
2.5 The Services shall not include the following services (the “Excepted Services”):
a) provision of the Services for Products or Solution not set out in Section A-4 of this Agreement;
b) provision of the Support Services at a location other than the Site(s);
c) correction of faults due to Client’s failure to meet its First Line Support obligations (see clause
4: Obligations of the Client);
d) correction of faults due to Client’s modification, neglect or misuse of the Products, failure to
maintain a suitable environment for the operation and maintenance of the Products (including
without limitation power supply, air conditioning or humidity control) in accordance with normal
industry practices and as set out in the published data sheets, manuals or other written
instructions for the Products;
e) correction of damage caused by any accident or disaster, fire, flood, water, wind, lightning,
vandalism or theft;
f) correction of faults in any attachments or associated equipment (whether or not supplied by
Tait) which do not form part of the Products;
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g) painting or refinishing of the Products;
h) the relocation or transportation of Products, or the rectification of any faults caused by such
relocation or transportation, (save where performed by Tait);
i) the provision of any software release designed to provide new or enhanced functionality unless
this is incidental to the Support Services or provided for under Section C-3 (Software
Maintenance) above;
j) services required to implement changes to the Solution or configurations which were not a
requirement of the specifications under the supply contract /-s for the Products listed in this
Agreement or otherwise committed to by Tait in writing;
k) correction of any fault which would be remedied by a software release or other repair which
meets the original specifications for the Products and which has been refu sed by Client.
2.6 If Client requests Tait to provide any Excepted Services, Tait shall be entitled to charge for the
same at rates to be agreed in advance between the parties, or failing such advance agreement Tait
standard Additional Charges for the relevant services. If requested, Tait shall provide a written
quotation and estimated completion date for provision by Tait of any Excepted Services.
3. Support Fees and other payments
3.1 Support Fees will be invoiced by Tait and paid by Client . All Invoices including invoices for
Additional Charges are payable within 30 days of the date of invoice.
3.2 All fees and charges referred to in the Agreement are exclusive of sales, use, value added or goods
and services taxes. Where appropriate such taxes will be added to the invoice and paid by Client
unless Client provides Tait with evidence of payment or certificate of exemption. Support Fees are
also exclusive of any customs, import or export duties, and should any such duties arise, these
shall be payable by Client.
3.3 To the fullest extent permissible by law, Client’s right of set-off is excluded. No payment shall be
deemed to have been received until Tait has received cleared funds.
3.4 If Client is overdue with any payment then, without prejudice to any other right or remedy available
to Tait: (i) Client shall be liable to pay interest on the overdue amount at the rate of one per cent
per complete month until Tait has received payment of the overdue amount together with interest
that has accrued; and (ii) Tait reserves the right to suspend contractual performance and/or
exercise a lien over Products returned for repair or replacement Products until Client has made
such overdue payment in full.
3.5 Tait may increase the Support Fee and the rates for A dditional Charges from each anniversary of
the Commencement Date by written notice to the Client. The amount of such increase will not
exceed the increase in the Consumer Price Index or its equivalent in the country the Support
Services are provided. Tait shall also be entitled to vary the Support Fee if Client requests an
increased level of Support Services, Support Services for Additional Products, if Products are
upgraded during the Term or if there is any other variation requested by Client with respect to this
Agreement. Such variation shall be agreed in accordance with Section E, clause 14.2 of this
Agreement (Variations).
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3.6 If Client requests Tait to provide any Excepted Services, Tait shall be entitled to charge for the
same at rates to be agreed in advance between the parties, or failing such advance agreement Tait
standard Additional Charges for the relevant services. If requested, Tait shall provide a written
quotation and estimated completion date for provision by Tait of any Excepted Servic es.
4. Obligations of the Client
4.1 First-Line Support - the Client shall undertake the following First Line Support actions and
acknowledges that the commitments and pricing provided by Tait under this Agreement are
dependent on the prompt and proper performance of those First Line Support obligations:
4.1.1 engage the Services by contacting the Service Desk as set out in Section B of this
Agreement;
4.1.2 immediately after making a request for Tait support, provide Tait where possible with an
example of the relevant defect or error;
4.1.3 keep Tait fully informed with up to d ate product, site and configuration details for the
Products, including without limitation product serial numbers, locations, contact
information, and site personnel qualified to submit service incident requests;
4.1.4 have personnel with sufficient Product related training to be able to (i) carry out basic
operating system housekeeping, and (ii) work through complex procedures with remote
guidance provided by Tait;
4.1.5 carry out procedures for the rectification of errors or malfunctions within a reasonab le time
after such procedures have been received from Tait;
4.1.6 provide a mutually agreed form of communications link for remote diagnostics and promptly
granting access rights to Tait and its partners when required;
4.1.7 replace defective Products with a Critical Spare where required and promptly shipping the
defective Products to Tait designated service centre in accordance with Tait reasonable
directions;
4.1.8 maintain and make available the required type and number of Client owned and managed
Critical Spares in accordance with clause 5.4 of this Agreement;
4.1.9 ensure that the personnel responsible for carrying out First Level Support obligations are
suitably qualified, trained and/or experienced; and
4.1.10 provide Tait with all reasonable co-operation to facilitate the efficient discharge of its
obligations under this Agreement including, without limitation, (i) granting reasonable
access to the Site(s) and the Products, (ii) ensuring the Site(s) comply with all relevant
health and safety codes, and (iii) providing on request, a suitably qualified or informed
representative, agent or employee to accompany Tait personnel and to advise Tait on
access or on any other matter within the Client’s knowledge or control which will assist Tait
in complying with its obligations under the Agreement.
4.2 System Backup. It is the Client’s responsibility to ensure systems backups (including all programs
and data) are kept up to date.
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4.3 The Client agrees that it is responsible for primary power source, PABX an d PSTN connections or
lines, RF (Radio Frequency) coverage performance subsequent to Coverage Verification Test
acceptance, the provision of suitable inter-site and inter node links, and further installation of the
equipment at the Sites.
4.4 The Client shall provide secure and adequate facilities adjacent to or in reasonable proximity to the
Products for the storage by Tait of tools and other items necessary for the proper maintenan ce of
the Products and the Client shall permit Tait to have access to such storage facilities at all
reasonable times.
4.5 The Client is responsible for maintaining the confidentiality of any logon(s) and password(s)
required to access Services. Access to Tait Client Service Portal is only permitted for current Client
employees or contractors. The Client must manage and remove access rights for departing
employees (for example by changing passwords) and Tait shall not be liable for any loss or damage
incurred by the Client due to Client’s failure to comply with this clause.
5. Replacement and spare parts
5.1 Where parts of the Products have been replaced and provided by Tait, title in the parts replaced
will pass to Tait upon removal of those parts from the Client system.
5.2 Subject to clause 5.1, title in all replacement parts for the Products provided by Tait in performing
the Services (except for Software) will pass to the Client upon installation.
5.3 In the case of products and services for which an Additional Charge is payable by the Client, title
in such replacement parts shall pass to the Client on full payment of the Additional Charge.
5.4 Tait requires Client to purchase and store at the Site (or other location agreed in writing between
the Parties) the Critical Spares set out in Appendix A. From time to time Tait may a dditionally require
the Client to purchase and store at the Site such spare parts, as Tait considers necessary for the
provision of effective Support Services. Typically, this may equate to 2% of Products purchased.
5.5 Tait will not be liable for any failure or delay in providing the Services where such failure or delay is
the direct or indirect result of the failure of the Client to comply with the previous clause.
6. Health and Safety
6.1 Each Party shall comply with all relevant Health and Safety laws and regulations in all respects in
relation to its obligations under the Agreement (including without limitation a safe working
environment and methods of working), and shall indemnify the other Party in respect of all costs,
liabilities, damages or expenses incurred as a result of any failure to do so.
7. Exclusivity
7.1 The Client shall only permit maintenance, repairs or adjustments to Products by a third party with
the prior written consent of Tait.
7.2 In the event the Client effects repairs, additions or alterations to the Products, the Client represents,
warrants and agrees to use only Tait approved parts and procedures as directed by Tait for the
operation of the equipment.
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8. Software and Intellectual Property Rights
8.1 All patents, trademarks, service marks or business names, registered designs, copyrights, design
rights, utility models, topography rights, applications to register any of the aforementioned ri ghts,
trade secrets, knowhow and rights of confidence and any other intellectual or ind ustrial property
rights of any nature whatsoever in any part of the world (“IPR”) arising under the Agreement, except
to the extent that they comprise or incorporate IPR supplied by Client, shall vest in and be owned
by Tait absolutely and Client shall acquire no right, title or interest therein.
8.2 Any computer program, firmware or other software forming part of the Products or supplied by Tait
to Client pursuant to the Agreement (“Software”) and/or IPR provided to Client under the Agreement
shall remain the exclusive property of Tait (or its partners) and such Software and IPR shall, unless
otherwise agreed in writing, be licensed to Client under the license terms appl icable to the products,
equipment, software or systems which they replace or to which they relate.
8.3 Unless otherwise indicated, as in paragraph 8.2 above, information provided to the Client via the
Online Client Service Portal (see Section C-2) is copyrighted by and proprietary to Tait International
Ltd (Tait) and may not be copied, repr oduced, transmitted, displayed, performed, distributed,
sublicensed, altered, stored for subsequent use or otherwise used in whole or in part in any manner
without Tait's prior written consent.
9. Warranty
9.1 Tait warrants that it shall perform the Services in a professional and workmanlike manner, subject
to a claim against this warranty being notified to Tait within 90 days of provision of the relevant
Support Services. Client’s sole and exclusive remedy and Tait’s entire liability for such breach of
the above warranty or any claim related to the Support Services sha ll be re-performance of the
Support Services.
9.2 Warranties given in this Clause 9 are unique to, and may not be assigned or transferred in whole
or in part by, Client.
9.3 THE WARRANTIES SET FORTH HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT
LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUALITY OF SERVICE.
9.4 The Client acknowledges that while Tait may be called upon to give consultative advice under this
Agreement and while Tait will use its reasonable endeavours to give the best advice it can to the
Client, Tait advice is dependent upon inter alia the information supplied to Tait by the Client and
third parties and accordingly the Client may make no claim against Tait or its personnel for the
appropriateness of such advice.
10. Limitation of Liability
10.1 NEITHER PARTY WILL BE LIABLE FOR ANY (I) LOSS OF PROFITS; (II) LOSS OF TURNOVER;
(III) LOSS OF OR DAMAGE TO REPUTATION; (IV) LOSS OF, OR LOSS OF THE USE OF ANY
SOFTWARE OR DATA; (V) LOSSES OR LIABILITIES IN RELATION TO ANY OTHER
CONTRACT; OR (VI) INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS OR
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DAMAGE INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE IN
CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT HOWEVER IT ARISES,
WHETHER FOR BREACH OR IN TORT, UNDER AN INDEMNITY, EQUITY OR OTHERWI SE,
EVEN IF THAT PARTY HAS BEEN PREVIO USLY ADVISED OF THE POSSIBILITY OF SUCH
DAMAGE.
10.2 Each party’s aggregate liability (other than the Client’s obligation to pay Support Fees, Additional
Charges and penalty interest) to the other for claims relating to this Support Agreement, whether
for breach or in tort under an indemnity, equity or otherwise, shall be limited to the amount paid by
the Client for Services under this Agreement in the 12 month period preceding such claim.
10.3 Notwithstanding anything in this Agreement Tait will not be l iable for any claim by the Client in
relation to this Agreement unless the claim is received in writing by Tait within 3 months of the date
of when the alleged claim ought reasonably to have come to the attention of the Client.
10.4 Client agrees that it shall take such reasonable precautions (relative to the importance to Client of
the Products), including without limitation backing up software and data at reasonable intervals,
implementing back-up systems or redundancy and maintaining suitable numbers of spare units at
suitable locations (at a minimum to Tait recommended spares levels). Tait shall have no liability for
any losses suffered by Client to the extent that the loss concerned would have be en prevented by
the taking of such reasonable precautions.
10.5 The provisions of this Clause 10 have been considered by the Parties in the light of the availability
of insurance and the relative positions, risks and responsibilities of the Parties and bot h Parties
agree that they are fair and reasonable.
11. Force Majeure
11.1 Neither Party shall be liable for any loss or damage suffered or incurred by the other arising from
the first Party’s delay or failure to fulfil or otherwise discharge any of its obligations (except
obligations to pay money) under the Agre ement to the extent that such delay or failure is caused
by any cause or circumstance beyond its reasonable control including but not limited to act of God,
governmental act, withholding, delay or r evocation of export or import control approval or other
license, war, terrorist activity, fire, flood, earthquake, tsunami, explosion, civil commotion, industrial
dispute (other than industrial disputes related solely to the employees of the Party claiming force
majeure), or the unavailability or failure of any p ublic telecommunications network (“Force
Majeure”).
11.2 Subject to the delaying Party promptly notifying the other Party in writing of the reason for and likely
duration of the delay, the performance of the delaying Party’s obligations, to the extent affected by
the delay, shall be suspended during the period that the cause persists provided that each Party
shall use all reasonable efforts to avoid the effect of that cause provided that if performa nce is not
resumed within 90 days of that notice the non -delaying Party may at any time thereafter but in any
event prior to resumption of obligations by the delaying Party by notice in writing terminate the
affected portion of the Agreement.
11.3 If Tait is unable to perform its obligations within 60 Working Days after the commencement of the
Force Majeure event, the Client or Tait may terminate this Agreement by notice in writing.
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12. Confidentiality
12.1 Nothing in this Agreement shall affect any re lated non-disclosure agreement between the Parties,
which shall continue in full force and effect and shall apply to the subject matter of the Agreement.
All pricing, Software and technical information provided by Tait under or in relation to the Agreemen t
shall be the confidential information of Tait and shall n ot be disclosed to any third party by Client.
12.2 Each Party undertakes not to (and to procure that its employees and contractors shall not) divulge
the terms of this Agreement or any information of a confidential nature disclosed to it by the other,
whether oral or written, and shall not use such information except as contemplated by the
Agreement. This obligation shall cease to apply to information which:
12.2.1 is or becomes part of the public domain without violation of the Agreement;
12.2.2 is known and on record at the receiving party prior to disclosure by the disclosing party;
12.2.3 is lawfully obtained by the receiving party from a third party without similar restrictions to
those herein contained;
12.2.4 is developed by the receiving party completely independently of any such disclosure by the
disclosing party;
12.2.5 is required to be disclosed by competent government or regulatory agencies, c ourt or stock
exchange provided, however, that the receiving party shall notify the disclosing party a s
soon as lawfully and practically possible of the requirement to make such a disclosure.
13. Termination and Suspension
13.1 Either Party may terminate the Agreement immediately at any time by written notice to the other:
13.1.1 in accordance with Clause 11 (Force Majeure) above; or
13.1.2 if the other Party commits a material breach of the Agreement which it fails to remedy within
30 days of receiving written notice requiring it to do so; or
13.1.3 if the other Party becomes insolvent, has an administr ator, receiver or manager appointed
of the whole or any part of its assets or business, makes any composition or arrangement
with its creditors, takes or suffers any similar action in consequence of debt or an order or
resolution is made for its winding-up dissolution or liquidation (other than for the purpose
of solvent amalgamation or reconstruction) or any event occurs in a foreign jurisdiction
analogous to, or comparable with any of the above.
13.2 Except as expressly stated elsewhere in the Agreement, any termination of the Agreement
(howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it
affect the coming into force or the continuance in force of any provision which is expressly or by
implication intended to come into force or continue in force on or after that termination.
Notwithstanding the foregoing, the Parties agree that the equitable remedy of specif ic performance
of either Party is hereby expressly excluded.
13.3 Tait shall be entitled to suspend co ntractual performance under the Agreement (with Services
beginning as soon as reasonably practicable after rectification of the ground(s) for suspension) (i)
pursuant to Clause 3.4(ii); or (ii) where Client is in default in respect of any of its obligation s pursuant
to Clause 4 (Obligations of the Client).
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13.4 Consequences of Termination
Upon termination of the Agreement Tait shall cease the provision of the Services and Client shall
have no further access to the Online Client Service Portal, Software Main tenance or 24x7 Service
Desk. The Client may contact the Tait Service Desk during business hours and will receive a
quotation for any service it wishes to access. Note that in order to resume Support Services after a
period of termination Client may be required to pay a service resumption fee.
14. General Terms
14.1 Assignment. Neither party may assign its rights nor obligations under this Agreement without the
prior written consent of the other party except that Tait may subcontract its support obligati ons to a
third party, provided that Tait will remain responsible for the actions of such third party and advise
the Client in writing prior to the assignment.
14.2 Variations. Any amendment or variation to the Services or to this Agreement shall be in wri ting
and signed by duly authorized representatives of both parties.
14.3 Severability. In the event that any part or parts of this Agreement are held illegal, invalid or
unenforceable by any Court or administrative body of competent jurisdiction, such d etermination
shall not affect the legality, validity or enforceability of the remaining parts of this Agreement which
shall remain in full force and effect. Where relevant, the Parties shall use commercially reasonable
efforts to find a new stipulation resembling the invalid one in its commercial consequence as much
as possible
14.4 Waiver. The failure of either Party to enforce any term of this Agreement does not constitute a
waiver of it and shall in no way affect the right later to enforce the terms.
14.5 Independent Contractor. Nothing herein contained shall be construed to constitute the parties
hereto as partners or joint ventur es or the agent of the other Party in any sense of these terms
whatsoever, and no party may act for or bind another party in any dealings with a third party.
14.6 Disputes. The Parties shall attempt to resolve in good faith any disputes arising under or in relation
to or in connection with this Agreement or its subject matter. If good faith negotiations between the
parties fail to resolve the dispute then, prior to issuing court proceedings, the parties shall give due
consideration to the use of mediation or alternative dispute resolution techniques and reference to
independent experts.
14.7 Jurisdiction. The construction, validity and performance of this Agreement shall be governed by
the laws of the State of Texas, excluding its conflicts-of- law rules which might apply the laws or
refer the matter to a different jurisdiction. Notwithstanding the foregoing, the Parties shall attempt
to resolve in good faith any disputes arising and shall give due consideration to the use of mediation
or alternative dispute resolution techniques and reference to independent experts prior to the issue
of court proceedings.
14.8 Entire Agreement. This Agreement shall constitute the entire agreement between the Parties in
relation to its subject-matter and shall supersede all previous undertakings, agreements,
representations or commitments, whether express or implied, written or oral and is i ntended as a
final expression of this Agreement between the Parties.
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SECTION F – GLOSSARY OF TERMS
Beneficial use “Beneficial Use” means when Customer first uses the System or a
Subsystem for operational purposes (excluding training or testing or by
written permission from System Integrator).
Business Hours Under this Agreement, Business Hours means 8.30am-5pm Monday to
Friday, excluding Public Holidays where the service desk is located which
is servicing the Client. Tait service desks are located in Brisbane and
Melbourne servicing Australian Clients. Christchurch servicing New
Zealand Clients. Houston (Texas) servicing North and South American
Clients. Huntingdon (UK) servicing U.K, Europe, Middle East and African
Clients.
Client Specific Development System component which is not a standard product but has been
developed to the specification of the Client.
Commencement Date The commencement date for the Support Services set out in Section A of
this Agreement.
Critical Spares The required critical spares for the System set out in Appendix A – Critical
Spares Inventory.
Emergency An emergency is an unforeseen Incident at Priority Level 1 or 2 which
prevents critical communications Products being usable by or available to
the Client.
Enhancement Request A request from a Client for a change to existing Product functionality.
First Line Support The first level of support group involved in the resolution of Incidents. Client
First Line Support obligations are described in Section D of this Agreement.
Hardware Means any equipment and tangible Product described in Section A of this
Agreement.
Incident An incident is any event which is not part of the standard operation of the
System and which causes, or may cause, an interruption or a reduction of
the quality of the service provided by the System.
Online Client Service Portal A web based application for the Client to interact and receive information
from Tait.
Partner Product or Third-Party Product Product sourced by Tait from a third party and s old by Tait as part of the
Solution
Priority Category used to identify the relative importance of an Incident, Problem
or change requested by the Client pursuant to the Supply Agreement.
Priority is based on impact and urgency, and is used to identify required
times for actions to be taken.
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Priority 1 Priority 1 – Critical: In relation to the network provided by the System,
conditions exist that severely affect service, capacity/traffic capability and
require immediate corrective action regardless of time of day or day of
week as viewed by the Client. For Terminals, it means a defect that is likely
to result in hazardous or unsafe conditions, where the user’s life may be at
risk.
Priority 2 Priority 2 - Major: In relation to the network provided by the System,
conditions exist that seriously affect System operation maintenance and
administration of the System and require immediate attention as viewed by
the Client. The urgency is less than in critical situations because of a lower
immediate or impending effect on System performance, Clients and the
Client operations and revenue.
For Terminal Products, it means a defect that is likely to result in failure of
the essential performance, critical functionality or usability of the Product.
Priority 3 Priority 3 - Minor: In relation to the network provided by the System
conditions exist that do not significantly impair the functions of the System
and do not significantly affect service to Clients. These Problems or
Incidents are not traffic impairing. For Terminals, it means a defect that is
not likely to substantially reduce the essential performance, critical
functionality or usability of the Product.
A Priority 1 or Priority 2 issue may be reclassified as Priority 3 if there is a
workaround in place resulting in a Priority 3 classification.
Priority 4 Priority 4 – Advisory: There is a minor issue or an opportunity for product
improvement. This issue does not affect the making of calls on the network
provided by the System.
There is a minor inconvenience to the user, but the Product and feature /
functionality still operates within specification. Client requests more
information or an explanation.
Problem A condition often identified as a result of multiple Incidents that exhibit
common symptoms. Problems can also be identified from a single
significant Incident, for which the cause is unknown, but which significantly
impacts service or Product availability.
Products
The products (which consist of Hardware and Software) described in
Section A of this Agreement.
Release A new version of previously released standard software made available for
use by Clients
Response Time
Commences when Client reports an Incident to the Service Desk and ends
when a suitably qualified Tait Client Support Engineer contacts Client.
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Restoration or Resolution Means providing a fix, Workaround or replacement Product which re-
stabilizes the System or Product (as applicable) and allows normal traffic
levels or functionality to resume.
Restoration Time Commences when Client reports an Incident to the Service Desk and ends
when the Product or System is re-stabilized and carrying normal traffic
levels which may be via a workaround or replacement Product(s) as
applicable.
Second and Third Line Support The Support Services provided by Tait following the notification of an
Incident or Problem by Client in accordance with its First Line Support
obligations.
Service Desk The single point of contact service desk between the Tait and the Client.
Service Request A request from a Client for information or advice, or for a Standard change
to the scope of the Support Services.
Site Means the sites set out in Section A of this Agreement.
Software Means any computer program, firmware or other software included in a
Product
Supply Agreement The agreement between Tait and the Client specifying the terms and
conditions for the supply of the Products and / or System.
Support Fee The support fee set out in Section A of this Agreement.
Services The combination of Support and Options selected by Client and which are
described in Section C of this Agreement.
Solution The combination of Products described in Section A of this Agreement
forming a radio communications solution.
Term The term of this Agreement as specified in Section A.
Terminal Means a Product which is either a portable radio or a mobile radio supplied
by Tait under the Supply Agreement also known as a ‘subscriber unit’ in
the communications industry.
Warranty Means the warranty provided by Tait to the Client in relation to the Products
under the Supply Agreement.
Workaround Reducing or eliminating the impact of an Incident or Problem for which a
full Resolution is not yet available. For example, by restarting a failed
configuration item.
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APPENDIX A – CRITICAL SPARES INVENTORY
Critical spares to be held as previously defined by original supply agreement
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