HomeMy WebLinkAbout06-16-2015 C9 Tait Public Safety Radio MaintenanceCity of San Luis Obispo, Council Agenda Report, Meeting Date, Item Number
FROM: Wayne Padilla, Director of Finance and Information Technology
Prepared By: Steve Schmidt, Information Technology Manager
Miguel Guardado, Network Services Supervisor
SUBJECT: PUBLIC SAFETY RADIO SYSTEM MAINTENANCE AND SUPPORT
CONTRACT WITH TAIT COMMUNICATIONS
RECOMMENDATION
1. Approve a sole-source contract award to Tait Communications in the amount of $25,831 per
year to Tait Communications for a five-year maintenance and support contract to maintain
the City’s public safety radio system contingent upon the adoption of the 2015-16 budget.
2. Authorize the Finance and Information Technology Director to execute contract documents
including the extension of the agreement for each of the following four years.
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with Tait Communications to replace the City’s outdated citywide Motorola radio system. The
radio system upgrade project was completed in February 2011 and at that time the City entered
into a two-year maintenance and support contract with Tait Communications. The agreement did
not include extensions to this contract. 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 for the February 2011 – June 30, 2013 time period. In
June of 2013 the support contract was renewed for an additional two years and is scheduled to
expire on June 30, 2015.
The current maintenance and support contract with Tait Communications is nearing the end of its
contract term. 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,
which is needed to provide reliable, critical public safety radio communications.
Sole Source Justification
Staff strongly recommends that the City sole-source their support and maintenance contract to
Tait 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. Contracting with any other radio vendor would require the new vendor
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Tait Communications – Public Safety Radio System Maintenance and Support Contract Page 2
to obtain in-depth training on how the system is designed and operating within our 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.
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.
CONCURRENCES
Network Services staff and Police Department staff have reviewed this report and concur with
the recommendation.
FISCAL IMPACT
Tait Communications has provided a quote for the annual renewal of the support contract in the
amount of $25,831. Funding is currently programmed and available in the Information
Technology contract services operating budget as shown below:
Proposed Purchase
Network Services Contract
Support Budget for 2015-16
Fiscal year
Tait
Communications
Invoice
Balance
Tait Communications
Radio System Support
Contract
$306,937 $25,831 $281,006
ALTERNATIVE
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 that not having support available, should a portion of the system fail, would
severely delay staff time required to fully restore system functionality, and increase the City’s
liability.
ATTACHMENTS
1. Tait Service Advantage Agreement February 2015
\\chstore7\Team\Council Agenda Reports\2015\2015-05-19\Neighborhood Wellness Community Civility Report (Gesell-Johnson)\Council Agenda Report.docx
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Tait Communications Support Agreement Page 1 of 29
SUPPORT AGREEMENT
Tait North America Inc.
And
City of San Luis Obispo, CA
February 2015
Attachment 1
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Tait Communications Support Agreement Page 2 of 29
CONTACT INFORMATION
TAIT Communications Corporate Head Office
Tait 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 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 Limited.
The word Tait and the Tait logo are trademarks of Tait Limited.
All trade names referenced are the service mark, trademark or registered trademark of the respective
manufacturers.
Attachment 1
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Tait Communications Support Agreement Page 3 of 29
CONTENTS
Contact Information ....................................................................................................................................... 1
Support Agreement ....................................................................................................................................... 3
Section A – Agreement Details ..................................................................................................................... 6
Section B – Roles, Responsibilities & Escalation Contacts .......................................................................... 7
Section C – Support Services ....................................................................................................................... 8
Section D – Additional Charges .................................................................................................................. 17
Section E – General Terms & Conditions ................................................................................................... 18
Section F – Glossary of Terms.................................................................................................................... 27
Appendix A – Critical Spares Inventory ...................................................................................................... 30
Attachment 1
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Tait Communications Support Agreement Page 4 of 29
SUPPORT AGREEMENT
THIS Support Agreement is made on ........ day of ............... 201 ..... “Agreement”.
BETWEEN “TAIT”
TAIT North America Inc.
15342 Park Row Blvd,
Houston, Texas 77084,
United States of America
AND “Client”
City of San Luis Obispo, CA
990 Palm Street, San Luis Obispo, CA 93401
BACKGROUND:
1. Tait has supplied a 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.
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.
The Parties have entered into and signed this Support Agreement this .......... day of ............ , 201 .... on
their behalf by duly authorized officers:
Attachment 1
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Tait Communications Support Agreement Page 5 of 29
Signed for Tait: Date
Name
Signed for the Client:
Name Date
Attachment 1
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Tait Communications Support Agreement Page 6 of 29
SECTION A – AGREEMENT DETAILS
AGREEMENT DETAILS
1 Client City of San Luis Obispo, CA
2 Client Address for Notices 990 Palm Street, San Luis Obispo, CA 93401
3 Client Support Manager Miguel Guardado
805-781-7017
mguardado@slocity.org
4 Client Solution and Products including
licensed Software
All Tait-branded equipment and software associated with the
original system installation.
5 Commencement Date Upon execution of the Agreement
6 Term of Agreement 5 Years
7 Support Fee $25,831 per annum
8 Review of Support Fee and Additional
Charges
Support Fees will be reviewed as Products are added or
removed from the network
Each anniversary of the Commencement Date
Attachment 1
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Tait Communications Support Agreement Page 7 of 29
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
Pete Sinclair
619-348-7779
Client Representative
Miguel Guardado
805-781-7017
Support Services Manager
Brian Roark
281-944-3540
Operational Manager
Miguel Guardado
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.
Clause 14.6 shall apply.
Escalation Points Regional Vice President Services
Leah Gibson
281-600-8277
Attachment 1
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Tait Communications Support Agreement Page 8 of 29
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.
Optional support services are not included in the price of Extended Warranty or Service Advantage.
Optional support services require purchase of Service Advantage.
Extended Warranty Service Advantage
Service Desk Business Hours 24 x 7
Return for Repair Defects Only Defects Only
Asset Management Included
Online Client Service Portal Included
Software Maintenance Included
Onsite Dispatch/Restoration Option
Onsite Preventative Maintenance Option
*Software Maintenance includes software releases within your licensed feature set for covered Products.
Attachment 1
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Tait Communications Support Agreement Page 9 of 29
EXTENDED WARRANTY
1. Extended Warranty
1.1 Client is entitled to Tait Warranty as described in Section E-9 on Products purchased from Tait for
the Warranty Period indicated in Section A-7.
1.2 Extended Warranty extends Client’s warranty rights and obligations under the same terms
outlined in the Tait Warranty.
1.3 Client shall contact Tait for Warranty Services via the Tait Service Desk.
Included Yes ☐ No ☒
Agreed Extension Period N/A. Extended Warranty included in Service Advantage.
Custom Elements
Attachment 1
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Tait Communications Support Agreement Page 10 of 29
SERVICE ADVANTAGE
Service Advantage includes the following services as explained below in addition to the provisions made
available in Tait Extended Warranty: Tait Service Desk: 24 x 7 Technical Support, Asset Management,
Online Client Service Portal and Technical Resources, and Software Maintenance.
2. Tait Service Desk: 24 x 7 Technical Support
2.1 Tait will provide a Service Desk solution to the Client that includes:
a. Single point of contact for all support related 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 2.6.
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.
2.2 The Service Desk serves as the single point of contact regarding Client support and the reporting
of Incidents.
2.3 The Service Desk will provide email and telephone support in troubleshooting failed Products,
and will arrange for a Return Material Authorization (RMA) for any Product that has failed under
Warranty or Extended Warranty.
2.4 Client must ship or return the Product to the service depot nominated by the Service Desk.
2.5 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 this Agreement.
Included Yes ☒ No ☐
Attachment 1
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Tait Communications Support Agreement Page 11 of 29
2.6 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 Service 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 carry spare equipment to cater for network
outages.
Table 2.6
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.
Attachment 1
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Tait Communications Support Agreement Page 12 of 29
3. Asset Management
3.1 For the period of this agreement, Tait will provide Client with access to Tait’s asset management
solution – Anywhere Asset Manager.
3.2 The Products as referenced in Section A – Agreement Details are eligible for use with Anywhere
Asset Manager at no additional cost.
3.3 By accepting this agreement and using Asset Management services, Client agrees to the Special
Particulars and General Terms and Conditions regarding Anywhere Asset Manager provided in
the Anywhere Asset Manager Service Agreement.
4. Online Client Service Portal and Technical Resources
4.1 Tait will provide access to the Online Client Service Portal and Technical Resource web site.
4.2 Tait will issue the Client applicable login(s) and password(s).
4.3 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
Attachment 1
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Tait Communications Support Agreement Page 13 of 29
5. Software Maintenance
5.1 Client is entitled to receive: Software and firmware releases relevant to and within the licensed
feature set of the Products purchased by the Client (see Section A-4)
5.2 Access to the Software releases referred to in section C-4.3 is provided through the Online Client
Service Portal.
5.3 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).
5.4 Tait will provide Technical Support (described in Section C-2) for the current and up to three
previous releases of Software and firmware. Technical Support for previous Software releases is
at Tait’s discretion and may be subject to Additional Charges,
5.5 Tait shall maintain (i.e. provide bug fixes, modifications 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 Software in order to remedy such
Problem.
5.6 This Section and the Support Fess, 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 reasons, decline the request
Attachment 1
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Tait Communications Support Agreement Page 14 of 29
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:
6. Onsite Preventative Maintenance
6.1 Tait will perform an annual Preventive Maintenance Inspection (PMI) at each Site covered by this
Agreement.
6.2 Tait shall:
6.2.1 check and record overall system performance.
6.2.2 take alarm logs from all equipment; and
6.2.3 check backup battery systems.
6.3 Following the PMI, Tait shall provide to the Client a report detailing the tests performed and the
findings with any recommendations will be presented to the Client.
6.4 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 PMI.
Included Yes ☒ No ☐
Client Specific Notes
Attachment 1
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Tait Communications Support Agreement Page 15 of 29
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.
Included Yes ☐ No ☒
Client Specific Notes
Attachment 1
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Tait Communications Support Agreement Page 16 of 29
SECTION D – ADDITIONAL CHARGES
Standard labor rate for on-site support not covered by this Agreement is $1,400 USD per day plus travel
and living expenses with 15% administrative fee applied to these expenses.
Attachment 1
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Tait Communications Support Agreement Page 17 of 29
SECTION E – GENERAL TERMS & CONDITIONS
1. Term
1.1 The Term of this Agreement shall be the term specified in Section A 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 between 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
(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 Agreement (“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.
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 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);
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;
Attachment 1
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Tait Communications Support Agreement Page 18 of 29
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 Part 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 refused 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 Additional 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 clause 14.2 of this Agreement.
Attachment 1
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Tait Communications Support Agreement Page 19 of 29
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 Services.
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 date 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 reasonable
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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Tait Communications Support Agreement Page 20 of 29
4.3 The Client agrees that it is responsible for primary power source, PABX and 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
maintenance 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 additionally
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.
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Tait Communications Support Agreement Page 21 of 29
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.
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 rights,
trade secrets, knowhow and rights of confidence and any other intellectual or industrial 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 applicable
to the products, equipment, software or systems which they replace or to which they relate.
8.3 Unless otherwise indicated, as in paragraph 4.2 above, information provided to the Client via the
Online Client Service Portal (see Section C4) is copyrighted by and proprietary to Tait Ltd (Tait)
and may not be copied, reproduced, 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 shall 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.
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Tait Communications Support Agreement Page 22 of 29
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 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 OTHERWISE,
EVEN IF THAT PARTY HAS BEEN PREVIOUSLY 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 liable 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 been 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 both 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 fulfill or otherwise discharge any of its obligations (except
obligations to pay money) under the Agreement 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 revocation 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 public 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 performance is not
resumed within 90 days of that notice the non-delaying Party may at any time thereafter but in any
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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.
12. Confidentiality
12.1 Nothing in this Agreement shall affect any related 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
Agreement shall be the confidential information of Tait and shall not 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, court or
stock exchange provided, however, that the receiving party shall notify the disclosing
party as soon as lawfully and practically possible of the requirement to make such a
disclosure.
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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 administrator, 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 specific
performance of either Party is hereby expressly excluded.
13.3 Tait shall be entitled to suspend contractual 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 obligations
pursuant to Clause 4.
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 Maintenance 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 obligations
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 writing
and signed by duly authorized representatives of both parties.
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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 determination
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 ventures 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 California. 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 intended 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 servicing U.S.A 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 Product sourced by Tait from a third party and sold 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
Required list of critical spares to be held by the Client (if different from those supplied by the Supply
Agreement/-s covered by this SMA]
Tait Item Number Description Quantity Required
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