R-2017-4877 - 10/26/2017 RESOLUTION NO. R-2017-4877
WHEREAS, the City of Round Rock ("City") desires to purchase maintenance and support
services for the Police Department's communication dispatch equipment; and
WHEREAS, Section 252.022(4) of the Texas Local Government states that expenditures for
items available from only one source are exempt from competitive bidding requirements, and
WHEREAS, Motorola Solutions, Inc. is the sole source provider of the Manufacturer's
Services, Maintenance and Software for Motorola Solutions Astro 25 Systems and the certified
subsystems incorporated therein, and
WHEREAS, the City Council desires to purchase maintenance and support services for
dispatch equipment from Motorola Solutions, Inc., Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City an annual
Services Agreement with Motorola Solutions, Inc. for dispatch equipment, a copy of said agreement
being attached hereto as Exhibit "A" and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 26th day of October, 2017.
/,
CRAIGORrk,
ayor
City of oundexas
ATTEST:
%bk - U�ft
SARA L. WHITE, City Clerk
0112.1704; 00388033
EXHIBIT
SERVICE AGREEMENT
9299 EAigonquln Road Contract Number: USCO00007503
Schaumburg,IL 60996 Contract Modifier:
(boo)247-2346
Date: 15-AUG-2017 Required P.O.: 20170081-00
Customer#: 1012884936
Company Name: Round Rock Police Dept gill to Tag#: 0004
Attn: Contract Start date: 01-QCT-2017
Bliling Address: 221 E Main St Contract End date: 30-SEP-2018
City,Province,postal Code: Round Rock,TX,78664 Anniversary
nni Qc e:ANNUALLY
Customer Contact: While, RickPaymentCurre Currency: USD
Phone: 512-218-5524
MONTHLY ENDED
QTY MODEVOPTION SERVICES DESCRIPTION EXT AMT
*****Recurring Services
SVC01SVC1420C SP-LOCAL INFRASTRUCTURE REPAIR 1,079.89 12,958.68
SVCO2SVO0201A ASTRO SUA 11 UO IMPLEMENTATION 553.21 6,638.52
SERVICES 2,38fi.12 28,393.44
SVC04SVC0178A SYS UPGRADE AGRMT II-SITE 186.67 38,000.04
SVCO2SVC0127A NICE GOLD PACKAGE 3,166.67
88 8,238 5B
SVC01 SVC2008C SP-NETWORK PREVENTATIVE
MAINTENANCE 101.20 1,214.40
SVC01 SVC1102C ASTRO DISPATCH SERVICE 128.64 1,643.68
SVC01SVC1104C ASTRO TECHNICAL SUPPORT 825.24 9,902.88
SVC01 SVC1410C ONSITE INFRASTRUCTURE
RESPONSE-STANDARD 192.01 2,304.12
SVC01SVC0335A NETWORK PREVENTIVE MAINT-LEVEL 1 84.84 1,017.60
SVC01SVC1103C ASTRO NETWORK MONITORING 47.76 673.12
SVC01 SVG0033A NETWORK SECURITY MONITORING
Sub Tata1 9,065,42 108,7�604
Taxes 0.00 00
SPECIAL INSTRUCTIONS-ATTAR
Grand Total 9 065.42 108 786.04
STATEEW OP WORK FOR pWWORMANce DE8CRPTIONS TAXES MAY APPLY A8 PSR f HE JliFitSDICtT10NS
M
I received statements of Work that describe the services provided on this
Agreement.Motorola's service Terms and Conditions,a copy or which Is
attached to this service Agreement,is incorporated herein by this reference.
AUTHORIZED CUSTOMER SIGNATURE
TITLE UATE
CUSTOMER(PRINT NAME)
MOTOROLA REPRESENTATIVE(SIGNATURE) TITLE DATE
CASSIOPPI,NICHOLAS J(NICK)C41041
MOTOROLA REPRESENTATIVE(PRINT NAME) PHONE
Company Name ; Round Rock Police Dept
Contract Number ;USCO00007503
Contract Modifier
Contract Start Date:01-OCT-2017
Contract End Date;30-SEP-2016
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Service Terms and Conditions
Motorola Solutions Inc.("Motorola")and the customer named In this Agreement("Customer')hereby agree as follows:
Section 1.APPLICABILITY
These Maintenance Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer
either(1)maintenance,support,or other services under a Motorola Service Agreement,or(2)installation services under a
Motorola Installation Agreement.
Section 2.DEFINITiONS AND INTERPRETATION
2.1. "Agreement"means these Maintenance Service Terms and Conditions;the cover page for the Service Agreement or
the Installation Agreement,as applicable;and any other attachments,all of which are Incorporated herein by this reference.
In Interpreting this Agreement and resolving any ambiguities,these Maintenance Service Terms and Conditions take
precedence over any cover page,and the cover page takes precedence over any attachments,unless the cover page or
attachment states otherwise.
2.2. °Equipment°means the equipment that Is specified In the attachments or Is subsequently added to this Agreement.
2.3. 'Services"means those installation,maintenance,support,training,and other services described In this Agreement.
Section 3.ACCEPTANCE
Customer accepts these Maintenance Service Terms and Conditions and agrees to pay the prices set forth In the
Agreement. This Agreement becomes binding only when accepted in writing by Motorola. The term of this Agreement
begins on the'Start Date°Indicated in this Agreement.
Section 4.SCOPE OF SERVICES
4.1. Motorola will provide the Servicesibed In omerl$uestreement or,Motorola In a more detailed statement of work or other
may also provide additional services at Motorola's
document attached to this Agreement, A Customer's req
then-applicable rates for the services.
the
4.2. if Motorola is providing Services for ma ugfacpturer's, Motorola
manualearts randroutirts of ne seual rvlceprocedures thwill be at are rescribed
ment
will be serviced at levels set forth In theP
by Motorola will be followed.
4.3, if Customer purchases from Motorola additional equipment
Anreement becomeswill be billsdof the same at the applic�.sttem as the b a rates afteral
he
Equipment,the additional equipment may be ad 9
warranty for that additional equipment expires.
4.4. All Equipment must be in good working order on the Start Date or when additional equipment is added to the
Agreement. Upon reasonable request by Motorola,Customer will provide a complete serial and model number list of the
Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost,damaged,stolen or taken out of
service. Customer's obligation to pay Service fees for this Equipment will terminate at the and of the month In which
Motorola receives the written notice.
4.5. Customer must specifically Identify any Equipment that is labeled intrinsically safe for use In hazardous
environments.
4.6. If Equipment cannot,in Motorola's reasonable opinion,be properly or economically serviced for any reason,Motorola
may mods the scope of Services related to that Equipment;remove that Equipment from the Agreement;or Increase the
>y
price to Service that Equipment.
4.7. Customer must promptly notify Motorola of any Equipment failure, Motorola will respond to Customer's notification In
a manner consistent with the level of Service purchased as indicated In this
Agreement.
Section S.EXCLUDED SERVICER
6.1. Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other
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than the normal,customary,Intended,and authorized manner,use not In compliance with applicable Industry standards;
° excessive wear and tear,or acoldent,liquids,power surges,neglect,acts of God or other force ma jeure events.
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5.2. Unless specifically Included in this Agreement,Service excludes Items that are consumed In the normal operation of
the Equipment,such as batteries or magnetic tapes.;upgrading or reprogramming Equipment;accessories,belt clips,
battery changers,custom or special products,modified units,or software;and repair or maintenance of any transmission
line,antenna,microwave equipment,tower or tower lighting,duplexer,combiner,or muiticoupler. Motorola has no
obligations for any transmission medium,such as telephone lines,computer networks,the Internet or the woddwlde web,or
for Equipment malfunction caused by the transmission medium.
Section B.TIME AND PLACE OF SERVICE
Service will be provided at tha location specified In this Agreement. When Motorola performs service at Customer's location,
Customer will provide Motorola,at no charge,a non-hazardous work environment with adequate shelter,heat,light,and
power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be
Imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software
elements of any system with which the Equipment Is interfacing so that Motorola may perform Its Services. Unless
otherwise stated In this Agreement,the hours of Service will be 8:30 a.m.to 4:30 p.m.,local time,excluding weekends and
holidays. Unless otherwise stated in this Agreement,the price for the Services exclude any charges or expenses
associated with helicopter or other unusual access requirements;If these charges or expenses are reasonably Incurred by
Motorola In rendering the Services,Customer agrees to reimburse Motorola for those charges and expenses.
Section 7.CUSTOMER CONTACT
Customer will provide Motorola with designated points of contact(list of names and phone numbers)that will be available
twenty-four(24)hours per day,seven(7)days per week,and an escalation procedure to enable Customer's personnel to
maintain contact,as needed,with Motorola.
Section 8.PAYMENT
Unless alternative payment terms are stated In this Agreement,Motorola will Invoice Customer In advance for each payment
period. All other charges will be billed monthly,and Customer must pay each Invoice In U.S.dollars within twenty(20)days
i of the invoice date. Customer will reimburse Motorola for all property taxes,sales and use taxes,excise taxes,and other
taxes or assessments that are levied as a result of Services rendered under this Agreement(except Income,profit,and
franchise taxes of Motorola)by any governmental entity.
Section 9.WARRANTY
Motorola warrants that Its Services under this Agreement will be free of defects in materials and workmanship for a period of
ninety(90)days from the date the performance of the Services are completed. In the event of a breach of this warranty,
Customer's sale remedy is to require Motorola to re-perform the non-conforming Service or to refund,on a pro-rata basis,
the fees paid for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES,EXPRESS OR
IMPLIED,INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
Section 10.DEFAULTITERMINATION
10.1. If either party defaults in the performance of this Agreement,part, will have party
(30)will days thereafter to provide party written
written and detailed notice of the default. The non�performl g party
plan to cure the default that is acceptable to the other party an begin ipre rr(antithenhth injcureured pa yednaeddltton to any
approval, if the non-performing party fails to provide or implement thecup
other rights available to it under law,may immediately terminate this Agreement effective upon giving a written notice of
termination to the defaulting party.
10.2. Any termination of this Agreement will not relieve either party of ob tf termination p viio All Inco sums owepursuant
ant tomeisto
Agreement,Including payments which may be due and owing at the time o
Motorola will become due and payable immediately upon ter nlnadon of this Agreement. Upon the effective date of
termination,Motorola will have no further obligation to provide Services.
Section 11.LIMITATION OF LIABILITY
Except for personal injury or death,Motorola's total liability,whetherrecoverable a under law,but for breach of contract,
o exyceed the price strict
e oftwelve
liability In tort,or otherwise,will be limited to the direct damages reco
KNOWLEDGE THE POSSIBILITY
(12)months of Service provided under this Agreement. ALTHOUt3H THE LL NOT BERTIES CLIABLE FOR ANY COMMERCIAL
OF SUCH LOSSES OR DAMAGES,THEY AGREE THAT MOTOROLA
WILL
EVENUES,PROFITS OR SAVINGS;OR OTHER
LOSS;INCONVENIENCE;LOSS OF USE,TIME,DATA,GOOD WILL,R
E
SPECIAL,INCIDENTAL,INDIRECT,OR CONSEQUENTIAL DAMAGES iN ANY WAY RELATED TO OR ARISING FROM
THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No
action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more
then one(1)year after the accrual of the cause of action,except for money due upon an open account. This limitation of
liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision.
Section 12.EXCLUSIVE TERMS AND CONDITIONS
12.1. This Agreement supersedes all prior and concurrent agreements and understandings between they parties,whether
written or oral,related to the Services,and there are no agreements or representations concerning the subject matter of this
Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written
agreement signed by authorized representatives of both parties.
12.2. Customer agrees to reference this Agreement on any purchase order Issued in furtherance of this Agreement,
however,an omisslon of the reference to this Agreement will not affect its applicability. In no event will either party be bound
by any terms contained In a Customer purchase order,acknowledgement,or other writings unless:the purchase order,
acknowledgement,or other writing specifically refers to this Agreement;clearly indicate the Intention of both parties to
override and modify this Agreement;and the purchase order,acknowledgement,or other writing is signed by authorized
representatives of both parties.
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Section 13.PROPRIETARY INFORMATION;CONFIDENTIALITY;INTELLECTUAL PROPERTY RiGHTS
i 13.1. Any Information or data In the form of specifications,drawings, reprints,technical information or otherwise fumished
to Customer under this Agreement will remain Motorola's property,will be deemed proprietary,will be kept confidential,and
will be promptly returned at Motorola's request. Customer may not disclose,without Motorola's written permission ores
t required by law,any confidential information or data to any person,or use confidential information or data for any purpose
other than performing its obligations under this Agreement. The obligations set forth In this Section survive the expiration or
termination of this Agreement.
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� 13,2. Unless otherwise agreed in writing,no aommercia(ortechnlcai Information disclosed in any manner or at any time by
Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide Customer with
access to its confidential and proprietary Information,Including cost and pricing data.
13.3. This Agreement does not grant directly or by implication,estoppel,or otherwise,any ownership right or license under
any Motorola patent,copyright,trade secret,or other intellectual property,including any intellectual property created as a
result of or related to the Equipment sold or Services performed under this Agreement.
Section%FCC LICENSES AND OTHER AUTHORIZATIONS
Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications
Commission or any otherfederal,state,or local government agency and for complying with all rules and regulations required
by governmental agencies. Neither Motorola nor any of its employees is an agent or representative of Customer In any
governmental matters.
Section 16.COVENANT NOT TO EMPLOY 8�re thereafter,Customer will not hire,engage on
During the term of this Agreement and continuing for a period of two(2)y
contract,soilcit the employment of,or recommend employment to any third party of any employee of Motorola or its
subcontractors without the prior written authorization of Motorola. This Provision applies only to those employees of
Motorola or Its subcontractors who are responsible for rendering services under this Agreement. If this provision is found to
be overly broad under applicable law,it will be modified as necessary to conform to applicable law.
Section 18.MATERIALS,TOOLS AND EQUIPMENT
All tools,equipment,dies,gauges,models,drawings or other materials paid for or furnished by Motorola for the purpose of
this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while It Is In
Customer's custody or control,be liable for any loss or damage to this property,and return it to Motorola upon request, This
property will be held by Customer for Motorola s use without charge and may be removed from Customer's premises by
Motorola at any time without restriction.
Section 17.GENERAL TERMS
17.1. If any court renders any portion of this Agreement unenforceable,the remaining terms will continue in full force and
effect.
i.
F 17.2. This Agreement and the rights and duties of the parties will be Interpreted to accordance with the laws of the State in
which the Services are performed,
17.3. Failure to exercise any right will not operate as a waiver of that right,power,or privilege.
17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party's
reasonable control,such as strikes,material shortages,or acts of God.
17.6. Motorola may subcontract any of the work,but subcontracting will not relieve Motorola of its duties under this
Agreement.
17.6, Except as provided herein,neither Party may assign this Agreement or any of its rights or obligations hereunder
without the prior written consent of the other Party,which consent will not be unreasonably withheld. Any attempted
assignment,delegation,or transfer without the necessary consent will be void. Notwithstanding the foregoing,Motorola
may assign this Agreement to any of Its affiliates or Its right to receive payment without the prior consent of Customer.in
i addition,in the event Motorola separates one or more of Its businesses(each a`Separated Business'),whether by way of a
sale,establishment of a joint venture,spin-off or otherwise(each a"Separation Event"),Motorola may,without the prior
written consent of the other Party and at no additional cost to Motorola,assign this Agreement such that it will continue to
benefit the Separated Business and Its affiliates(and Motorola and its affiliates,to the extent applicable)following the
Separation Event.
17.7. THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE(1)YEAR TERM,ON EVERY ANNIVERSARY OF
THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE
PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS
THAN THIRTY(30)DAYS OF THAT ANNIVERSARY DATE. At the anniversary date,Motorola may adjust the price of the
Services to reflect its current rates,
17.8. If Motorola provides Services after the termination or expiration of this Agreement,the terms and conditions In effect
at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on a
time and materials basls at Motorola's then effective hourly rates.
17.8 This Agreement may be executed In one or more counterpart,ail of which shall be considered part of the
Agreement.The parties may execute this Agreement in writing,or by electronic signature,and any such electronic signature
shall have the same legal effect as a handwritten signature for the purposes of validity,enforceability and admissibility.In
addition,an electronic signature,a true and correct facsimile copy or computer Image of this Agreement shall be treated as
and shall have the same effect as an original signed copy of this document.
Revised Oct 16,2015
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anv__� M070)gOLA SOLUTIONS
Motorola Solutions, Inc
7904 N Sam Houston Parkway Vilest#325
Houston,TX 77064
October 2,2097
Sole Source Purchase Statement
For the City of Round Rock
My name Is Richard R Russek.My title Is Area Sales Manager-Motorola Solutions,Inc.I am aware that
the City of Round Rock is required to comply with competitive bidding requirements of Chapter 262 of
the Texas Local Government Code.I am aware that the statutory competitive bidding provisions do not
apply to the purchase of an Item that can be obtained from only one source.See,Texas Local
Government Code section 262.003.Sole-source Items Include:
Items for which competition Is precluded because of the existence of patents,copyrights,secret
processes,or monopolies,films,manuscripts,or books,electric power,gas,water,and other utility
services,and captive replacement parts or components for equipment.
I have represented to the City of Round Rock Police Department and I hereby warrant that as of the date
above Motorola Solutions is the sole-source supplier of the following Item:Manufacturer's Services,
Maintenance and Software for Motorola Solutions Astro 25 Systems and the certified subsystems
Incorporated therein..Motorola Solutions Is the sole source supplier of this item because:Motorola
Solutions Is the manufacturer of the ASTRO 25 System and the Dispatch Equipment used by Round Rock
Police Department and the only provider of software,maintenance and services for our manufactured
system.I agree that If I ever cease being the sole-source supplier of this item,I shall immediately make a
full disclosure in writing to the City of Round Rock of all relevant facts and circumstances.
Richard R Russek
Area Sales Manager
Motorola Solutions
Justification Form
Instructions:Complete this form for all Proprietary Purchases that will exceed$3.000.00,where competition Is not being considered
and submit the document to the Purchasing Department.
Request No.: Cost:`ti¢�
' 108'-7 g5,01 _ Data: 09127/2017
Commodity Code: 93972 Briefly describe Goods/Sevices being purchased: Radio Console Matnter►ance Aproomant
Goods/Services
Proposed Vendor: Motorola Vendor No.: 9566
I. The requested goods/services aro proprietary due to(check all that apply):
ElCOMPATIBILITY-Must fit and function without modification on exlsdng piece of equipment.List existing piece of
equipment:
REPLACEMENTIMAINTENANCE-Repair or maintenance from other than original manufaeturar or manufaoturer
authorized service providor would void warranty.List existing piece of equipment: Dispatch radio consatea,tower,and recording syararn
SOLE SOURCE/ONLY KNOWN SOURCE-Available from only one vendor or source.Name of source: j +f6A3
CITY STANDARD(Standards list on file). Standards list provided to Purchaser: n Y or []N
DOTHER-Explanation Required:
II. Provide full explanation,complete descriptions,relovant reasons,and documentation supporting this request.
Maintenance and support for all dispatch radio consoles and towers if not performed by Motorola or their contractors will void warranties.Equipment
that Is owned by Motorola can only be serviced by Motorola.
III. Submit documentation and detailed explanation regarding other providers whose products or services have been evaluated and
the reasons why those products or services do not meet requirements.
IV. By submitting this request,I certify that the above justification is accurate and complete to ilia best of my knowledge and that I
haven nancial or otheme t in lecting the vendor to provide the goods or services Indicated.
Vn
2r - /7
Requostor Dept,
Phone Date
Z'
Date
D t. pproved upervisor/Manager)
**TO BE COMPLETT'; BY PURCHASING**
LBosal ve d(any)attached document(s),I____co ur/ do not concur with this justification.
serlBuycr *-
P.O.#
VI. APPROVED: YESID
'Pwcha-slng Supervis r/Manager
REVISEQ:0812011
SERVICE AGREEMENT
1299 EAlgonquin Road Contract Number: USCO00007503
Schaumburg, 1L 60196 Contract Modifier:
(800)247-2346
Date: 15-AUG-2017 Required P.O.: 20170081-00
Customer#: 1012664935
Company Name: Round Rock Police Dept Bill to Tag#: 0004
Attn: Contract Start date: 01-OCT-2017
Billing Address: 221 E Main St Contract End date: 30-SEP-2018
City, Province, Postal Code: Round Rock,TX,78664 Anniversary Day: Sep 30th
Customer Contact: White, Rick Payment Cycle: ANNUALLY
Phone: 512-218-5524 Currency: USD
MONTHLY EXTENDED
QTY MODELIOPTiON SERVICES DESCRIPTION EXT AMT
***** Recurring Services*****
SVC01SVC1420C SP-LOCAL INFRASTRUCTURE REPAIR 1,079.89 12,958.68
SVCO2SVCO201A ASTRO SUA it UO IMPLEMENTATION 553.21 6,638.52
SERVICES
SVC04SVC0178A SYS UPGRADE AGRMT II-SITE 2,366.12 28,393.44
SVCO2SVC0127A NICE GOLD PACKAGE 3,166. 38,000.04
SVC01SVC2008C SP - NETWORK PREVENTATIVE 519.8888 6,238.56
MAINTENANCE 101.20 1,214.40
SVC01 SVC 1102C ASTRO DISPATCH SERVICE
12$.64 1,543.6$
SVC01SVC1104C ASTRO TECHNICAL SUPPORT 826.24 9,902.88
SVC01 SVC1410C ONSITE INFRASTRUCTURE
RESPONSE-STANDARD 192.01 2,304.12
SVC01SVC0335A NETWORK PREVENTIVE MAINT-LEVEL 1
84.80 1,017.60
SVC01 SVC1103C ASTRO NETWORK MONITORING 47.76 573.12
i SVC01 SVC0033A NETWORK SECURITY MONITORING
w
! Sub Total 9,065.42 108,785,04
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Taxes 0.00 0.00
7SP�EaCI�ALRUCTIONS-ATTACH
Grand Total9,065.42 108,785.04
OR PERFORMANCE DESCRIPTIONS TAXES MAY APPLY AS PER THE JURISDlCT10NS
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I received Statements of work that describe the services provided on this
Agreement.Motorola's Service Terms and Conditions,a copy of which is
attached to this Service Agreement,is incorporated herein by this reference.
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� TITLE DATE
AUTHORIZED CUSTOMER SIGNATURE
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CUSTOMER (PRINT NAME)
MOTOROLA REPRESENTATIVE(SIGNATURE) TITLE DATE
CASSIOPPI, NICHOLAS J (NICK)C41041
MOTOROLA REPRESENTATIVE(PRINT NAME) PHONE
Company Name : Round Rock Police Dept
Contract Number : USCO00007503
Contract Modifier
Contract Start Date: 01-OCT-2017
Contract End Date : 30-SEP-2018
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Service Terms and Conditions
Motorola Solutions Inc. ("Motorola")and the customer named in this Agreement ("Customer") hereby agree as follows:
Section 1.APPLICABILITY
These Maintenance Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer
either(1) maintenance, support, or other services under a Motorola Service Agreement, or(2) installation services under a
Motorola installation Agreement.
Section 2.DEFINITIONS AND INTERPRETATION
2.1. "Agreement"means these Maintenance Service Terms and Conditions;the cover page for the Service Agreement or
the Installation Agreement,as applicable; and any other attachments, all of which are incorporated herein by this reference.
In interpreting this Agreement and resolving any ambiguities, these Maintenance Service Terms and Conditions take
precedence over any cover page, and the cover page takes precedence over any attachments, unless the cover page or
attachment states otherwise.
2.2. "Equipment" means the equipment that is specified in the attachments or is subsequently added to this Agreement.
2.3. "Services" means those installation, maintenance, support,training, and other services described in this Agreement.
Section 3.ACCEPTANCE
Customer accepts these Maintenance Service Terms and Conditions and agrees to pay the prices set forth in the
Agreement. This Agreement becomes binding only when accepted in writing by Motorola. The term of this Agreement
begins on the Start Date indicated in this Agreement.
Section 4.SCOPE OF SERVICES
4.1, Motorola will provide the Services described in this Agreement or in a more detailed statement of work or other
document attached to this Agreement. At Customer's request, Motorola may also provide additional services at Motorola's
then-applicable rates for the services.
4.2. If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be used;the Equipment
will be serviced at levels set forth in the manufacturer's product manuals; and routine service procedures that are prescribed
by Motorola will be followed.
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4.3. if Customer purchases from Motorola additional equipment that becomes part of the same system as the initial
Equipment,the additional equipment may be added to this Agreement and will be billed at the applicable rates after the
warranty for that additional equipment expires.
4.4. All Equipment must be in good working order on the Start Date or when additional equipment is added to the
Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the
Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost,damaged,stolen or taken out of
i service. Customer's obligation to pay Service fees for this Equipment will terminate at the end of the month in which
Motorola receives the written notice.
4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous
environments.
Iserviced for any reason,Motorola
4.6. If Equipment cannot, in Motorola's reasonable opinion,be properly or economically
may modify the scope of Services related to that Equipment; remove that Equipment from the Agreement; or increase the
price to Service that Equipment.
4.7. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in
a manner consistent with the level of Service purchased as indicated in this
1 Agreement.
Section 5.EXCLUDED SERVICES
5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other
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than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards;
excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events.
5.2. Unless specifically included in this Agreement,Service excludes items that are consumed in the normal operation of
the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips,
battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission
line,antenna, microwave equipment,tower or tower lighting, duplexer,combiner, or multicoupler. Motorola has no
obligations for any transmission medium,such as telephone lines,computer networks,the internet or the worldwide web,or
for Equipment malfunction caused by the transmission medium.
Section 6.TIME AND PLACE OF SERVICE
Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer's location,
Customer will provide Motorola, at no charge, a non-hazardous work environment with adequate shelter, heat, light, and
power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be
imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software
elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless
otherwise stated in this Agreement,the hours of Service will be 8:30 a.m.to 4:30 p.m., local time,excluding weekends and
holidays. Unless otherwise stated in this Agreement,the price for the Services exclude any charges or expenses
associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by
Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses.
Section 7.CUSTOMER CONTACT
Customer will provide Motorola with designated points of contact(list of names and phone numbers)that will be available
twenty-four(24) hours per day, seven (7)days per week, and an escalation procedure to enable Customer's personnel to
maintain contact, as needed,with Motorola.
Section 8.PAYMENT
Unless alternative payment terms are stated in this Agreement,Motorola will invoice Customer in advance for each payment
period. All other charges will be billed monthly,and Customer must pay each invoice in U.S.dollars within twenty(20)days
of the invoice date. Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other
taxes or assessments that are levied as a result of Services rendered under this Agreement(except income, profit, and
franchise taxes of Motorola)by any governmental entity.
Section 9.WARRANTY
Motorola warrants that its Services under this Agreement will be free of defects in materials and workmanship for a period of
ninety(90)days from the date the performance of the Services are completed. In the event of a breach of this warranty,
Customer's sole remedy is to require Motorola to re-perform the non-conforming Service or to refund, on a pro-rata basis,
the fees paid for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
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i Section 10.DEFAULT/TERMINATION
10.'1. if either party defaults in the performance of this Agreement,the other party will give to the non-performing party a
written and detailed notice of the default. The non-performing party will have thirty(30)days thereafter tprovide a written
plan to cure the default that is acceptable to the other party and begin implementing the cure plan immedd iately after plan
approval. if the non-performing parry fails to provide or implement the cure plan,then the injured party, in addition to any
other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of
termination to the defaulting party.
j 10.2. Any termination of this Agreement will not relieve either party of obligations previo All uslysums wedurs Cnt tomeis
Agreement, including payments which may be due and owing at the time of
terminationto
Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of
termination, Motorola will have no further obligation to provide Services.
Section 11.LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total liability,whether for brie undch oer law,contract,
of to exceed the price of(twelve
liability in tort,or otherwise,will be limited to the direct damages recoverable un
LEDGE THE POSSIBILITY
12)months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWFOR ANY COMMERCIAL
OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE
LIA LE LOSS; INCONVENIENCE;LOSS OF USE,TIME, DATA,GOOD WILL, REVENUES, PROFITS OR SAVINGS;OR OTHER
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SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM
THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No
action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more
than one(1)year after the accrual of the cause of action, except for money due upon an open account. This limitation of
liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision.
Section 12. EXCLUSIVE TERMS AND CONDITIONS
12.1. This Agreement supersedes all prior and concurrent agreements and understandings between the parties,whether
written or oral, related to the Services,and there are no agreements or representations concerning the subject matter of this
Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written
agreement signed by authorized representatives of both parties.
12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement,
however,an omission of the reference to this Agreement will not affect its applicability. In no event will either party be bound
by any terms contained in a Customer purchase order, acknowledgement, or other writings unless:the purchase order,
acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties to
override and modify this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized
representatives of both parties.
Section 13. PROPRIETARY INFORMATION;CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS
13.1. Any information or data in the form of specifications, drawings, reprints,technical information or otherwise furnished
to Customer under this Agreement will remain Motorola's property,will be deemed proprietary,will be kept confidential,and
will be promptly returned at Motorola's request. Customer may not disclose,without Motorola's written permission or as
required by law, any confidential information or data to any person, or use confidential information or data for any purpose
other than performing its obligations under this Agreement. The obligations set forth in this Section survive the expiration or
termination of this Agreement.
13.2. Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at anytime by
Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide Customer with
access to its confidential and proprietary information, including cost and pricing data.
13.3. This Agreement does not grant directly or by implication,estoppel,or otherwise,any ownership right or license under
any Motorola patent, copyright,trade secret,or other intellectual property, including any intellectual property created as a
result of or related to the Equipment sold or Services performed under this Agreement.
j Section 14. FCC LICENSES AND OTHER AUTHORIZATIONS
I Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications
Commission or any other federal,state,or local government agency and for complying with all rules and regulations required
by governmental agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any
governmental matters.
I Section 15.COVENANT NOT TO EMPLOY ears thereafter, Customer will not hire, engage on
During the term of this Agreement and continuing for a period of two(2)y
i contract, solicit the employment of, or recommend employment to any third party of any employee of Motorola or its
subcontractors without the prior written authorization of Motorola. This provision applies only to those employees of
I Motorola or its subcontractors who are responsible for rendering services under this Agreement. If this provision is found to
be overly broad under applicable law, it will be modified as necessary to conform to applicable law.
I Section 16.MATERIALS,TOOLS AND EQUIPMENT
All tools,equipment, dies,gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of
this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in
Customer's custody or control,be liable for any loss or damage to this property,and return it to Motorola upon request. This
i e without charge and may be removed from Customer's premises by
property will be held by Customer for Motorola's us
Motorola at any time without restriction.
Section 17.GENERAL TERMS
nforceable,the remaining terms will continue in full force and
17.1. If any court renders any portion of this Agreement une
effect.
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17.2. This Agreement and the rights and duties of the parties will be interpreted in accordance with the laws of the State in
which the Services are performed.
17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege.
17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party's
reasonable control, such as strikes, material shortages, or acts of God.
17.5. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this
Agreement.
17.6. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder
without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted
assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola
may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In
addition, in the event Motorola separates one or more of its businesses(each a"Separated Business"),whether by way of a
sale, establishment of a joint venture, spin-off or otherwise(each a"Separation Event"), Motorola may,without the prior
written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to
benefit the Separated Business and its affiliates(and Motorola and its affiliates,to the extent applicable)following the
Separation Event.
17.7. THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1)YEAR TERM, ON EVERY ANNIVERSARY OF
THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE
PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS
THAN THIRTY(30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date. Motorola may adjust the price of the
Services to reflect its current rates.
17.8. If Motorola provides Services after the termination or expiration of this Agreement,the terms and conditions in effect
at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on a
time and materials basis at Motorola's then effective hourly rates.
17.9 This Agreement may be executed in one or more counterparts,all of which shall be considered part of the
Agreement.The parties may execute this Agreement in writing,or by electronic signature,and any such electronic signature
shall have the same legal effect as a handwritten signature for the purposes of validity, enforceability and admissibility. In
addition, an electronic signature,a true and correct facsimile copy or computer image of this Agreement shall be treated as
and shall have the same effect as an original signed copy of this document.
Revised Oct 15,2015
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