HomeMy WebLinkAboutResolution - 2010-R0515 - Purchase Order Contract - CDW Government Inc./Netmotion Mobility Software - 10/14/2010Resolution No. 2010-RO515
October 14, 2010
Item No. 5.33
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authorized and directed to
execute for and on behalf of the City of Lubbock, Purchase Order Contract No. 14200007
for remote data access for the police patrol division, by and between the City of Lubbock
and CDW Government Inc. of Vernon Hills, Illinois, for Netmotion Mobility Software of
Netmotion Wireless, Inc. of Seattle, Washington, and related documents. Said Purchase
Order Contract is attached hereto and incorporated in this resolution as if fully set forth
herein and shall be included in the minutes of the City Council.
Passed by the City Council on
October 14, 2010
�� �"�
TOM MARTIN, MAYOR
ATTEST:
becca Garza, City
APPROVED AS TO CONTENT:
Mark eai�wooi, Assist6t City Manager
Chief Information Officer
APPROV ID AS TO FORM:
Chad Weaver, Assistant City Attorney
vwxcdocsRES.CDW Government. Inc-PurchaseOrd
September 20, 2010
city of
lubbock PURCHASE ORDER
TEXAS
TO:
CDW GOVERNMENT INC
230 N MILWAUKEE AVENUE
VERNON HILLS Illinois 60061 9740
Page - 1
Date - 10112010
Order Number 14200007 000 OP
t3Ld11L;t1/'?ldL1t t42
SHIP TO:
CITY OF LUBBOCK
MUNICIPAL SQUARE BUILDING
C JASON GOELZER, ROOM 104
916 TEXAS AVENUE
LUBBOCK Texas 79401
INVOICE TO: CITY OF LUBBOCK
ACCOUNTSPAYABLE
P.O. BOX 2000
LUBBOCK, TX 79457 BY:
Ordered 10/04/2010 Freight
Requested 10/28!2010 Taken By D . Torres
Delivery Per J.Goelzer / Req 35760 / TCPN Contract R4713
Description/Supplier Item
Neu -notion NM Mobility XE 100
NM-09ONMXE #1980890
N -M Add NM Mobility XE 251-500
NM-090NMXEC2 #1992025
Netmotion NM NAC/MOD ADV Bndl
NN4-090NMBXE #1980923
N -M Add NAC Police ADV Bnd Lic
NM-090NMBXEC2 #199185b
Netmotion NM Mobility Anly Mod
NM-090NMRXE #1980933
N -M Add NM Anly Lic 101-K
NM-090NMRXEC #1980938
Neu -notion NM Mobility XE Servr
NM-090NMXES #1977165
Netmotion Prem Maint 1 year
NM-090NMPRMMNTI #1977117
Ordered
UM
Unit Cost
UM
Extension
Request Date
1.000
EA
12,426.8900
EA
12,426.89
1028%2010
250.000
EA
107.7100
EA
26,927.50
10'28-2010
1.000
EA
6,627.6800
EA
6,627.68
10.28 2010
250.000
EA
62.1300
EA
15,532.50
10:28!2010
1.000
EA
1,242.6900
EA
1,242.69
10;282010
250.000
EA
12.4200
EA
3,105.00
10.1128.2010
1.000
EA
4,240.1800
EA
4,240.18
10128:'2010
1.000
EA
19,426.1000
EA
19,426.10
1012&2010
city of
lubbo&
TEXAS
TO:
PURCHASE ORDER
CDW GOVERNMENT INC
230 N MILWAUKEE AVENUE
VERNON HILLS Illinois 600619740
SHIP TO:
INVOICE TO: CITY OF LUBBOCK
ACCOUNTSPAYABLE
P.O. BOX 2000
LUBBOCK, TX 79457 BY:
Page -
Date -
Order Number
2
10/11/2010
14200007 000 OP
CITY OF LUBBOCK
MUNICIPAL SQUARE BUILDING
C/O JASON GOELZER, ROOM 104
916 TEXAS AVENUE
LUBBOCK Texas 79401
Ordered 101104/2010 Freight
Requested 10/2812010 Taken By D . Torres
Delivery Per J.Goelzer / Req 35760 / TCPN Contract R4713
Description/Supplier Item Ordered UM Unit Cost UM Extension
Total Order
Terms NET 30 89,528.54
Request Date
This purchase order encumbers funds in the amount of $89,528.54 awarded to CDW Government Inc. of Vernon
Hills, Illinois, on October 14, 2010. The following is incorporated into and made part of this purchase order by
reference: Price quotation dated September 10, 2010 from CDW Government Inc. of Vernon, Illinois.
Resolution# 2010-RO515
CITY OF LUBBOCK
Tom Martin, Mayo ecca Gar a, City Secreta
Page 1
G The Right Technology.
RighrAway. "" SALES QUOTATION
•
QUOTE.
800-80 -4239 VND0828 5198353 9/10/2010
800-808-4239
JASON GOELZER CITY OF LUBBOCK
® 916 TEXAS AVE S H 916 TEXAS AVE
L INFORMATION TECHNOLOGY I INFORMATION TECHNOLOGY
L CITY OF LUBBOCK P JASON GOELZER
T LUBBOCK, TX 79457-0001 T LUBBOCK, TX 79457-0001
0 0 Contact: JASON GOELZER 806-775-2361
Customer Phone # 8067752361 Customer P.O. # NETMOTION QUOTE
ACCOUNT•D TERMS EXEMPTION
JAY CARLILE 866-224-6448 ELECTRONIC DISTRIB Request Terms GOVT -EXEMPT
CITY ITEM NUMBER DESCRIPTION UNIT PRICE EXTENDED
1 1980890 NETMOTION NM MOBILITY XE 100 12426.89 12426.89
Mfg#: N-M-090Nb=
Contract: TCPN CONTRACT #R4713
R4713
250 1992025 NETMOTION ADD NM MOBILITY XE 251-500 107.71 26927.50
Mfg#: N-M-090NMXEC2
Contract: TCPN CONTRACT #R4713
R4713
1 1980923 NETMOTION NM NAC/MOD ADV BNDL 6627.68 6627.68
Mfg#: N-M-090NMBXE
Contract: TCPN CONTRACT #R4713
R4713
250 1991856 NETMOTION ADD NAC/POLIC ADV BND LIC 62.13 15532.50
Mfg#: N-M-090NMBXEC2
Contract: TCPN CONTRACT #R4713
R4713
1 1980933 NETMOTION NM MOBILITY ANLY MOD 1242.69 1242.69
Mfg#: N-M-090NMRXE I
Contract: TCPN CONTRACT #R4713
R4713
250 1980938 NETMOTION ADD NM ANLY LIC 101-1K 12.42 3105.00
Mfg#: N-M-090NMRXEC
Contract: TCPN CONTRACT #R4713
R4713
1 1977165 NETMOTION ADD MOBILITY XE SRV 4240.18 4240.18
TOTAL Continued
CDw Government Please remit payment to:
230 North Milwaukee Ave. CDWGovernment
Vernon Hills, IL 60061 75 Remittance Drive
General Phone: 847-371-5000 Fax: 847-419-6200 Suite 1515
Account Manager's Direct Fax: 312-705-9492 Chicago, IL 60675-1515
Page 2
The Right Technology. SALES QUOTATION
G®
• RightAway '
QUOTEwww.CD. DATE
WG.com VND0828 5198353 9/10/2010
800-808-4239
800-80
JASON GOELZER CITY OF LUBBOCK
9 916 TEXAS AVE S H 916 TEXAS AVE
L INFORMATION TECHNOLOGY I INFORMATION TECHNOLOGY
L CITY OF LUBBOCK P JASON GOELZER
LUBBOCK, TX 79457-0001 LUBBOCK, TX 79457-0001
T 0 Contact: JASON GOELZER 806-775-2361
O
Customer Phone # 8067752361 Customer P.O. # NETMOTION QUOTE
ACCOUNT•• TERMS EXEMPTION
JAY CARLILE 866-224-6448 ELECTRONIC DISTRIB Request Terms GOVT -EXEMPT
QTY
ITEM NUMBER
DESCRIPTION•
PRICE
Mfg#: N-M-090NMXES
Contract: TCPN CONTRACT #R4713
R4713
1
1977117
NETMOTION PREM MNT lY
19426.10
19426.10
Mfg#: N-M-090NMPRMMNTI
Contract: TCPN CONTRACT #R4713
R4713
SUBTOTAL
89528.54
FREIGHT
.00
SALES TAX
.00
US Currency
TOTAL
89,528.54
CDW Government
230 North Milwaukee Ave.
Vernon Hills, IL 60061
General Phone: 847-371-5000 Fax: 847-419-6200
Account Manager's Direct Fax: 312-705-9492
Please remit payment to:
CDW Government
75 Remittance Drive
Suite 1515
Chicago, IL 60675-1515
Page 3
Total I 89,528.54
FMV Lease Option I 2,632.14/Month
Total I 89,528.54
$BO Lease Option I 2,858.65/Month
Monthly payment based on 36 month lease. Other terms and options
are available. Contact you Account Manager for details. Payment
quoted subject to change. **
Why finance?
* Lower Upfront Costs. Get the products you need without
impacting cash flow. Preserve your working capital and
existing credit line.
* Flexible Payment Terms. 100% financing with no money down,
payment deferrals and payment schedules that match your
company's business cycles.
* Predictable, Low Monthly Payments. Pay over time. Lease
payments are fixed and can be tailored to your budget levels
or revenue streams.
* Technology Refresh. Keep current technology with minimal
financial impact or risk. Add-on or upgrade during the lease
term. And choose to return or purchase the equipment at end
of lease.
* Bundle Costs. You can combine hardware, software, and
services into a single transaction! Which means you can
pay for your software licenses over time. We know your
challenges and understand the need for flexibility.
General Terms and Conditions:
**This quote is not legally binding and is for discussion
purposes only. The rates are estimate only and are based on a
collection of industry data from numerous sources. All rates
and financial quotes are subject to final review, approval, and
documentation by our leasing partners. Payments above exclude
all applicable taxes. Financing is subject to credit approval
and review of final equipment and services configuration. Fair
Market,Value leases are structured with the assumption that
the equipment has a residual value at the end of the lease term.
NETMOTION WIRELESS, INC. MAINTENANCE AGREEMENT
(STANDARD AND PREMIUM SUPPORT)
This NetMotion Wireless, Inc. Maintenance
Agreement ("Agreement") is entered into this
15th day of October, 2010 ("Effective Date") by and
between NetMotion Wireless, Inc., a Washington
corporation ("NetMotion"), with its principal office located
at 701 N 34th Street, Suite 250, Seattle, Washington
98103, and The City of Lubbock, TX, ("Customer"), with
its principal office located at 916 Texas, Lubbock, TX
79403
RECITALS
Whereas, NetMotion supplies certain software
which is used in wireless applications; and
Whereas, the parties desire to enter into an
agreement pursuant to which Customer shall purchase
maintenance for NetMotion software on the terms set forth
in this Agreement;
NOW, THEREFORE, in consideration of the
terms and covenants hereinafter set forth, the parties agree
as follows:
1. DEFINITIONS. As used in this Agreement, the
following terms shall have the following meanings:
1.1. "Documentation" shall mean the written or
electronic materials provided with Products by NetMotion.
1.2. "Products" shall mean the components of the
NetMotion's wireless network management software
licensed by Customer from NetMotion, and includes
without limitation all software and Documentation
components thereof.
1.3. "Maintenance" shall mean NetMotion's standard
policies for Standard Maintenance or Premium
Maintenance and support services set forth in Exhibit A
attached hereto.
1.4. "Premium Maintenance" shall mean NetMotion's
standard policies for premium maintenance and support
services set forth in Exhibit A attached hereto.
1.5. "Standard Maintenance" shall mean NetMotion's
standard policies for standard maintenance and support
services set forth in Exhibit A attached hereto.
1.6. '`Tenn" shall have the meaning set forth in
Section 5 below.
NetMotion Maintenance Agreement (Rev 07 06)
NetMotion wireless Confidential
2. CUSTOMER RESPONSIBILITIES
2.1 Customer will be responsible for: (i) installing the
Products or any applicable Error Corrections, Updates or
Upgrades, unless Customer has retained NetMotion to
complete the installation; (ii) maintaining trained
designated representatives with a working knowledge of
Customer's programs and system hardware; and (iii)
notifying NetMotion of suspected errors or need for
service, and upon request, providing written
documentation with respect to any such errors or need for
service. Customer will communicate with NetMotion with
respect to the Maintenance only through NetMotion's
designated representatives.
2.2 Customer shall appoint the following Designated
Contacts to coordinate support from NetMotion to
Customer. NetMotion will only respond to requests for
support from Customer's Designated Contacts. Such
Designated Contacts shall be knowledgeable about the
Products and the Customer products or services and
possess reasonable technical skills so as to facilitate the
provision of support by NetMotion. Customer may change
its Designated Contacts upon written notice to NetMotion.
Designated Contact
Name:
Title:
Address:
Telephone: Fax:
E-mail:
Designated Contact
Name:
Title:
Address:
Telephone: Fax:
E-mail:
NETMOTION MAINTENANCE
3.1 Subject to payment of Maintenance Fees by
Customer to NetMotion, NetMotion shall provide
Maintenance for the Products to Customer in accordance
with the its standard policies for Maintenance set forth in
Exhibit A of this Agreement. NetMotion shall have no
obligation to provide Maintenance with respect to the
Products unless applicable Maintenance fees have been
paid to NetMotion.
3.2 The first year of Maintenance is required for all
Products. After the first year, Maintenance is optional
with the renewal maintenance fee being based on the price
of the Products at the time of the renewal of Maintenance.
In the event that Customer renews Maintenance, Customer
shall renew Maintenance for all of Customer's Products
that are not otherwise covered by Maintenance.
3.3 The tern of the Maintenance to be provided by
NetMotion to Customer will be one (1) year commencing
on the date Customer subscribes to such Maintenance or, if
otherwise specified in Exhibit B, as set forth in Exhibit B.
The Maintenance will automatically renew for one year
terms, unless either party provides written notice of
termination at least thirty (30) days prior to the end of the
then -current term or applicable Maintenance fees have not
been paid to NetMotion by Customer.
3.4 If Customer cancels or does not renew
Maintenance, Customer may reinstate such services at a
later date upon payment of Maintenance fees then in effect
plus an additional fee equal to the current monthly
maintenance charge multiplied by the number of months
during which the support services were interrupted.
3.5 From time to time NetMotion reviews the terns
of its policies for support services or other services which
may be provided under this Agreement. NetMotion shall
notify Customer in writing at least thirty (30) days prior to
modifying the terns of its standard policies for
Maintenance set forth in Exhibit A.
4. PRICES AND PAYMENT.
4.1. Prices. Customer shall pay for Standard
Maintenance fifteen percent (15%) and for Premium
Maintenance twenty-five percent (25%) of NetMotion's
current price for the Products ("Maintenance Fee"), unless
otherwise set forth in Exhibit B. NetMotion reserves the
right to change such prices by providing thirty (30) days
written notice to Customer.
4.2. Payment Terms. NetMotion shall send an
invoice to customer annually. Payment terns shall be net
thirty (30) days from the date of NetMotion's invoice,
subject to approval of credit terms by NetMotion.
NetMotion may change the credit terms in its sole
discretion upon notice to Customer. All invoices not paid
when due will be assessed a finance charge of one and one
half percent (1 %z%) per month or the legal maximum,
whichever is less. Customer agrees to make all payments
in United States dollars.
4.3. Taxes. Customer shall be liable for all sales, use,
NetMotion Maintenance Agreement (Rev 07 06)
NetMotion Wireless Confidential
value added, duties, tariffs or other similar taxes of any
nature whatsoever associated with the maintenance of the
Products. Customer shall provide NetMotion with a copy
of all applicable tax exemption certificates.
TERM AND TERMINATION
5.1 Term. The term of this Agreement shall
commence on the Effective Date and shall remain in effect
until terminated in accordance with this Agreement.
5.2 Termination. Other than as set forth elsewhere in
this Agreement, this Agreement may be terminated upon the
occurrence of the following events:
5.2.1 Either party has the right to terminate this
Agreement if the other party breaches or is in default of any
material obligation, which breach or default remains uncured
more than thirty (30) days after receipt of notice of such
breach or default from the non -defaulting party or within
such additional cure period as the non -defaulting party may
authorize.
5.2.2 Either party elects to not renew Maintenance
upon the end of a Maintenance term for each of the
Products.
6. CONFIDENTIALITY
6.1 "Confidential ]nfonnation" of a party means
nonpublic information marked or designated as Confidential
or information that a reasonable person under the
circumstances would assume to be confidential including,
without limitation, a party's software or hardware products
which may include source code, API data files,
documentation, specifications, data bases, networks,
system design, file layouts, tool combinations and
development methods, bug fix materials, upgrades and
enhancements, trade secrets, inventions as well as
information relating to a party's business or financial
affairs, which may include business methods, marketing
strategies, pricing, competitor information, product
development strategies and methods, customer lists and
financial results, and all tangible materials which contain
Confidential Information, whether written or printed
documents, computer disks or tapes whether user or machine
readable. Confidential Information shall not include any
information that (i) is or becomes publicly known without
the receiving party's breach of any obligation owed to the
disclosing party; (ii) is or becomes known to the receiving
party from a third party other than by the breach of an
obligation of confidentiality owed to the disclosing party;
(iii) is independently developed by the receiving party
without use of the disclosing party's Confidential
Information; (iv) became known to the receiving party
prior to the disclosing party's disclosure of such
information to the receiving party; or (v) is approved for
release by prior written authorization of the disclosing
party.
6.2 Restrictions on Disclosure and Use of Confidential
Information. Each party agrees as follows:
(a) it will maintain the confidentiality of the other
party's Confidential Infonnation;
(b) it will direct its employees to maintain such
confidentiality, and cause such employees to enter into
appropriate confidentiality and nondisclosure agreements;
(c) it will not disclose to any third party, including but
not limited to subcontractors, without written authorization
from the other party, any of the other party's Confidential
Information;
(d) except for the use permitted under this Agreement,
it will not use, for its benefit or the benefit of any third party,
any of the other party's Confidential Inforniation; and
(e) In the event that the parties have entered into a
separate confidentiality agreement, the terms hereof and of
said confidentiality agreement shall be construed and
enforced together in such a manner as to provide the
maximum protection for the Products and the parties'
respective Confidential Information.
(0 The City of Lubbock is subject to Texas Public
Information Act
1'.y/\RI"Zllr'1
NetMotion represents and warrants that Maintenance shall
be provided with a reasonable standard of care, in a
workmanlike and professional manner. OTHER THAN
THE WARRANTIES CONTAINED IN SECTION 7
HEREIN, NETMOTION MAKES NO WARRANTIES,
EXPRESS OR IMPLIED, WITH RESPECT TO
MAINTENANCE, AND ALL OTHER WARRANTIES
AND REPRESENTATIONS WITH RESPECT TO
MAINTENANCE ARE DISCLAIMED AND
EXCLUDED.
8. LIMITATION OF LIABILITY
NEITHER PARTY SHALL BE LIABLE FOR ANY
INDIRECT, CONSEQUENTIAL OR INCIDENTAL
DAMAGE OF ANY NATURE WHATSOEVER,
INCLUDING WITHOUT LIMITATION LOSS OF
PROFITS OR BUSINESS, IN CONNECTION WITH THIS
AGREEMENT. In any event, the liability of NetMotion,
whether for negligence, breach of contract, breach of
warranty, or otherwise, shall not, in the aggregate, exceed the
amount paid to NetMotion by Customer pursuant to this
NetMotion Maintenance Agreement (Rev 07 06)
NetMotion wireless Confidential
Agreement during the preceding twelve (12) months.
MISCELLANEOUS PROVISIONS
9.1. Entire Agreement. This Agreement, including its
exhibits, constitutes the entire agreement between the
parties with respect to its subject matter and supersedes all
prior and contemporaneous communications. This
Agreement shall not be modified except by written
agreement of both parties.
9.2 Modifications Unless otherwise expressed in this
Agreement, neither party shall modify or amend this
Agreement without the written consent of the other party.
9.3 Survivability. Upon the termination or expiration
of this Agreement the parties' obligations under sections
3.4, 6, 7, 8 and Exhibit A -subsection A.6. (Suggestions) of
this Agreement shall survive such termination or
expiration,
9.4. Force Majeure. Neither party shall be liable for
failure or delay in the performance of any of its obligations
under this Agreement if such delay or failure is beyond the
control and not caused by the negligence of the non-
performing party.
9.5. Severability. If a particular provision of this
Agreement is terminated or held by a court of competent
jurisdiction to be invalid, illegal, or unenforceable, that
provision of the Agreement will be enforced to the
maximum extent permissible and the remainder of this
Agreement will continue in full force and effect.
9.6. Waiver. Failure by either party to enforce any
provision of this Agreement will not be deemed a waiver
of future enforcement of that or any other provision. A
waiver to be effective, must be in writing, must set out the
specifics of what is being waived, and must be signed by
an authorized representative.
9.7. No Franchise, Partnership or Agency. Neither
this Agreement, nor any terms and conditions contained
herein, shall be construed as creating a partnership, joint
venture or agency relationship or as granting a franchise.
9.8. Prohibition on Assignment. This Agreement, and
any rights or obligations hereunder, shall not be assigned
or sublicensed by Customer, whether by written
agreement, operation of law or in any other manner
whatsoever, without NetMotion's prior written consent,
which consent shall not be unreasonably withheld.
NetMotion, however, may assign this Agreement in its
sole discretion.
9.9. Section Headings. The section headings used in
this Agreement are intended for convenience only and
shall not be deemed to supersede or modify any
provisions.
9.10. Due Execution. The party executing this
Agreement warrants that he or she has been duly
authorized under that party's charter documents and the
laws of the Territory to execute this Agreement on behalf
of that party.
9.11. Governing Law. This Agreement shall be
governed by the laws of the State of Texas, USA and
Customer consents to jurisdiction and venue in the state
and federal courts sitting in the State of Texas without
reference to its choice of law rules. The parties consent to
service of process upon it by mail or express courier to the
address stated in the Notice and Requests Section.
10. NOTICES AND REQUESTS. Unless otherwise
noted in this Agreement, all notices, authorizations, and
requests in connection with this Agreement shall be
deemed given on the day they are (i) deposited in the U.S.
mails, postage prepaid, certified or registered, return
receipt requested; or (ii) sent by air express courier,
charges prepaid; or transmitted by facsimile; and addressed
as follows (or as may be modified in writing by the
parties):
NOTICES TO CUSTOMER:
Company:
Address:
City, Country
Attn:
Email:----
Fax:---
Copy
mail:Fax:Copy to:
NOTICES TO NETMOTION
NetMotion Wireless, Inc.
701 34th Street, Suite 250
Seattle, WA USA 98103
Attn: Inside Sales
Email: insidesales@netmotionwireless.com
Copy to: Attn: Legal Department
NetMotion Maintenance Agreement (Rev 07 06) 4
NetMotion Wireless Confidential
In Witness whereof, the parties have executed this
Agreement as of the Effective Date. All signed copies of
this Agreement shall be deemed originals,
NetMotion Wireless, Inc.
("NetMotion")
By
Name: I a ►C,� C/E
Title:
Date: oZb J
City of Lubbock
("Customer")
By
Name: Tom Martin
Title: Mayor
Date: October 14, 2010
ATTEST:
("Customer")
B71— 01 -
Name: Rebecca Garza
Title: City Secreta
Date: October 14, 2010
APPROVED S TO CONTENT:
Marc ea ood,►,Assistant City Manager
Chi f Information Officer
AP PRO �' A TO FORM:
,r
Chad Weaver, Assistant City Attorney
NetMotion Maintenance Agreement (Re% 07 06 s q
NetMotion Wireless Confidential
Exhibit A
MAINTENANCE POLICY
NetMotion's standard policy for maintenance or support services is as follows:
A.1. NetMotion offers Standard and Premium Maintenance.
Maintenance Offering Description
Standard
15%
Premium
25%
Technical Support - 6:OOAM — 5:00 PM PST, M -F
✓
Technical Support - 24 x 7
✓
Access to Tech Notes and Web Based Support
✓
✓
Cumulative Quantity Discounts Applied on Additional Device
Licenses.
Discounts on Upgrades
✓
✓
✓
Discounts on New NetMotion Products
✓
✓
Updates Included
✓
✓
Upgrades Included
✓
20% Discount on Consulting Services
✓
Guaranteed Response Times Based on Severity Level
✓
A.2. Term. The initial term of Maintenance to be provided by NetMotion to Customer will be one year.
commencing on the date Customer subscribes to such Maintenance or as set forth in Exhibit B. Maintenance will
renew for one-year terms, unless either party provides written notice of termination or Customer fails to pay for
Maintenance for a term. Reinstatement of Maintenance after termination or non -renewal by Customer may require
payment of a reinstatement fee.
A.3. Customer Installation. Customer shall install the Products and any Error Corrections, Updates, Upgrades
or New Products, unless Customer has retained NetMotion to complete the installation.
A.4. Technical Assistance. NetMotion personnel will provide a reasonable amount of assistance to Customer's
representative to answer questions and resolve problems that Customer is unable to resolve independently.
Maintenance requests will be directed to NetMotion's designated representative during NetMotion's support hours.
A.4.1. Telephone Support. For Standard Maintenance, telephone assistance for the Products will be
available Monday through Friday (except holidays) during normal business hours for at least nine
hours per business day. For support outside normal support hours Customer may leave a
voicemail, email or fax with NetMotion. In the event Customer purchased Premium
Maintenance, telephone assistance for the products will be available twenty four hours per day
seven days per week (241), including holidays for Fault Classes of Severity level 1 or 2.
NetMotion uses voicemail as a backup when technical support representatives are assisting other
customers or are not available by phone or email. NetMotion will make reasonable efforts to
respond to voicemails left during business hours within four (4) business hours after receipt of
the voicemail message.
A.4.2. Online Support. Customer has access to online support via NetMotion's website
(www.netmotionwireless.com support). Online support includes access to technical notes, a
library of Product updates, white papers and Product documentation.
A.4.3. Error Corrections. NetMotion will use commercially reasonable efforts to correct ("Error
Corrections") any errors, defects or malfunctions ("Errors") in the Products, replace the Products
with functionally equivalent software, or provide a work -around or patch for the portion of the
Products containing the Errors. Error Corrections will be deemed part of the Products licensed
under the EULA, and shall be provided subject to the terms and conditions contained in such
EULA.
A.4.4. Updates. From time to time during the Maintenance term, NetMotion may provide Customer
with minor enhancements to or updates for the Products ("Updates") which are released by
NetMotion as part of Customer's Maintenance without additional charge. All Updates will be
NetMotion Maintenance Agreement (Rei 07 06)
NetMotion Wireless Confidential
deemed part of the Products licensed under the EULA, and shall be provided subject to the terns
and conditions contained in such EULA. Nothing herein shall be construed as requiring
NetMotion to make new versions or Updates available.
A.4.5. Upgrades. In the event that the Customer purchased Premium Maintenance, from time to time
during the term of the Maintenance, NetMotion may provide Customer with upgrades of the
Products ("Upgrades") which are released by NetMotion as part of the Customer's Premium
Maintenance without additional charge. All Upgrades will be deemed part of the Products
licensed under the EULA, and shall be provided subject to the terms and conditions contained in
such EULA. Nothing herein shall be construed as requiring NetMotion to make new versions or
Upgrades available.
A.S. Limitations. Maintenance shall not apply to the following:
A.5.1. New Products. Any Product that is designated by NetMotion as a new Product or is separately
licensable will not be provided or included in Maintenance.
A.5.2. Upgrades. In the event the Customer purchased Standard Maintenance, any Product that is
designated by NetMotion as an Upgrade will not be included in Standard Maintenance. Where
NetMotion makes Upgrades available, Customer may obtain such products by issuing a purchase
order to NetMotion. Upon purchasing the Upgrade and paying the then current Maintenance
Fees for the Upgrade the Maintenance described herein will be extended to cover the Upgrade.
A.5.3. End of Life Products. NetMotion will not support versions of the Products which have been
classified by NetMotion as end of life. NetMotion will provide Maintenance for the most current
version of the Product and at least the last preceding major release of the Product. NetMotion
will provide Customer with twelve (12) months advance notice prior to classifying Product as
end of life.
A.5.4. Misuse. NetMotion will not provide Maintenance with respect to problems with the Products
which result from damage caused by accidents, relocation or other movement of any Product,
neglect, misuse or unauthorized use of the Products, failure to maintain proper environmental
conditions of sites, or failure to use the Products in accordance with the applicable
Documentation.
A.5.5. On -Site Support. Maintenance does not include on-site support at Customer's facilities or other
locations unless NetMotion determines in its sole discretion that on-site support is required to
resolve a problem, and on-site support has been requested by Customer.
A.6. Suggestions. NetMotion appreciates suggestions from Customer regarding improvements and
modifications to the Products. In the event that Customer suggests any improvements and modifications to the
Products, the Customer acknowledges and agrees that it assigns all right, title and interest, including all copyrights,
patents, trade secrets, and all other intellectual property rights, in any such suggestions, improvements and
modifications to NetMotion, and will execute any reasonable documentation requested by NetMotion in connection
therewith.
A.7. Faults and Management. A fault is a deviation in the Product that results in an unexpected operational
problem. When Customer experiences a fault, NetMotion follows the management procedures described below in
an effort to resolve such operational problems from re -occurring:
In order for NetMotion to reasonably assist Customer, Customer must document and promptly report all faults,
errors or malfunctions of the Product to NetMotion. Customer also must take all steps necessary to carry out
procedures for the rectification of errors or malfunctions within a reasonable time after such procedures have been
received from NetMotion.
A.7.1. Fault Classes and Procedures. NetMotion classifies a reported fault by its severity. NetMotion
will determine the severity of the issue. Severity levels at NetMotion are currently defined below.
Severih' 1
Profile: The Licensed Software causes disruption or loss of Customer or End User's tools or
services of a critical nature and there is no workaround. The fault prohibits operation of a
NetMotion Maintenance Agreement (Rev 07 06)
NetMotion Wireless Confidential
function or service and is directly related to Licensed Software.
Severin 2
Profile: Licensed Software operating negatively and materially affects the performance of
Customer or End User's tools or services as a result of the use of the Licensed Software
and there is no permanent workaround.
Severi 1, 3
Profile: The Licensed Software contains a non-critical, limited fault. Customer or End Users are
able to function and there is a work around available.
Severity 4
Profile: A report which does not encompass a fault but which instead requests new or improved
functionality in the Licensed Software.
C.7.2. Fault Management Procedures. For Customers with Maintenance, NetMotion provides its fault
management assistance during normal business hours, excluding holidays. And for Customers
with Premium Maintenance, NetMotion further provides its fault management assistance twenty-
four hours per day 7 days per week (24 7), including holidays, for Fault Classes of Severity level 1
or 2. Fault management procedures for Premium Maintenance are currently defined below.
Severit;, I
Procedures: Initial assignment and response immediately with status report to Customer no later than
one (1) hour. Commencement of work on resolution immediately, with workaround
delivered as soon as reasonably available.
Severity 2
Procedures: Initial assignment and response within one (1) hour with status report to customer within
four (4) hours. Commencement of work on resolution within four (4) hours, with
workarounds delivered as soon as reasonably available.
Se verity 3
Procedures: Initial assignment of recourses within eight (8) hours with status report to customer
within twenty-four (24) hours. Fixes delivered with the next Update after resolution.
Severity, 4
Procedures: Initial assignment within thirty (30) business days. Resolution is subject to the terns of a
separate agreement.
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NetMotion Wireless Confidential
Exhibit B
Maintenance Term and Price
Maintenance Period
Description
Price (US$)
October 15, 2010 - October 14th. 2011
Premium Maintenance for 350 Product licenses
$19,426.10
NelMotion Maintenance Agreement (Rev 07 06)
NetMotion Wireless Confidential