R-2018-6062 - 11/8/2018 RESOLUTION NO. R-2018-6062
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 8th day of November, 2018.
lzi 0
CRAIG ORG , Mayor
City of ound R ck, Texas
ATTEST:
n/ S
v s
SARA L. WHITE, City Clerk
0112.1804;00412247
EXHIBIT
"A"
in
TW MOTOROLA SOLUTIONS SERVICE AGREEMENT
1299 E Algonquin Road Contract Number: USCO00007503
Schaumburg,IL 60196 Contract Modifier:
(800)247-2346
Date: 29-MAR-2018
Company Name: Round Rock Police Dept P.0.#:
Customer#: 1012664935
Attn.:
Bill to Tag#: 0004
Billing Address: 221 E Main St Contract Start Date: 01-OCT-2018
City, State, Zip Code: Round Rock, TX 78664 Contract End Date: 30-SEP-2019
Customer Contact: Rick White Payment Cycle: ANNUALLY
Phone: 512-218-5524 Currency: USD
QTY MODEL/OPTION SERVICES DESCRIPTION MONTHLY— EXTENDED AMT
*****Recurring Services ***** —— EXT
s SVC01SVC0033A NETWORK SECURITY MONITORING $49.19 $590.28
vc01 SVCOO 3
s SVCOISVC0335A NETWORK PREVENTIVE MAINT-LEVEL 1 $733.25 $8,799.00
vcol
SVC110 C
SVCOISVC1102C ASTRO DISPATCH SERVICE $104.24 $1,250.88
SVC110 C
SVC1103C ASTRO NETWORK MONITORING
7ssvvcc0o,1 $87.34 $1,048.08
SVC0ISVC1104C ASTRO TECHNICAL SUPPORT $132.50 $1,590.00
SVC01SVC1410C ONSITE INFRASTRUCTURE RESPONSE- $1,962.29 $23,547.48
STANDARD
SVCO2SVC0127A NICE GOLD PACKAGE $3,301.32 $39,615.84
SVCO2SVCO201A ASTRO SUA 11 UO IMPLEMENTATION $569.81 $6,837.72
SERVICES
SVC04SVC01 78A SYS UPGRADE AGRMT 11-SITE $2,437.10 $29,245.20
Sub Total .-$9—X7.04 $11-2-,52--4.48 1
DESCRIPTIONS
Sub
, $0.00-j— $T 0-01
SPECIAL INSTRUCTIONS ATTACH STATEMENT OF WORK FOR PERFORMANCEGrand Total $9,377.04 1 — $112,524.48
THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING
JURISDICTIONS WHERE APPLICABLE,TO BE VERIFIED By MOTOROLA
SOLUTIONS
Subcontractor(s) City Subcontractors)
Technical Support nn-rt()n-rations State
Schaumbur I L
r
s u j
Nice Systems Inc IL
SSC
Network
Paramus NJ
SSC Network S,-rtiritv HE I
f Lj ra I f
I Schaumburg I L
City of Austin FSO -—---------
etwork M, I Austin TX
_PNeork Management Operations
T6 SUA UPGRADE OPERATIONS Austin TX
NIO SSA Team Schaumburg IL
Call Center Operations Schaumburg IL
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.
AUTHORIZED CUSTOMER SIGNATURE TITLE DATE
CUSTOMER(PRINT NAME)
MOTbROLA REPRESENTATIVE (SIGNATURE) TITLE DATE
Reid Russek 832-361-1002
MOTOROLA REPRESENTATIVE (PRINT NAME) PHONE
Company Name Round Rock Police Dept
Contract Number USC000007503
Contract Modifier
Contract Start Date 01-OCT-2018
Contract End Date 30-SEP-2019
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.
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 service. Customers 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.
4.6. If Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for any reason,
Motorola 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
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 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.
Section 10. IDEFAULTfTERMINATION
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 to provide a
written plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately
after plan approval. If the non-performing party 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.
10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this
Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to
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 breach of contract,warranty, negligence,strict
liability in tort, or otherwise,will be limited to the direct damages recoverable under law, but not to exceed the price of
twelve (12)months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE
POSSIBILITY OF SUCH LOSSES OR DAMAGES,THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY
COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR
SAVINGS;OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED
TO OR ARISING FROM THIS AGREEMENT 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 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 14. FCC LICENSES AND OTHER AUTHORIZATIONS
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.
Section 16.COVENANT NOT TO EMPLOY
During the term of this Agreement and continuing for a period of two(2)years thereafter, Customer will not hire, engage
on 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
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 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 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.
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