R-2019-0335 - 8/22/2019 RESOLUTION NO. R-2019-0335
WHEREAS, the City of Round Rock ("City") desires to purchase a Communications System;
and
WHEREAS, Motorola Solutions, Inc. ("Motorola") desires to sell a Communications System
to the City; and
WHEREAS, Houston-Galveston Area Council ("H-GAC"), acting as the agent for various
local goveriunental entities who are "End Users" under Interlocal Agreements, including the City, has
solicited proposals for radio communications equipment and conducted discussions with Motorola
concerning its proposal and, where applicable, in accordance with the competitive procurement
procedures of Texas law; and
WHEREAS, H-GAC and Motorola entered into that certain Contract dated as of May 1, 2018,
which provided that End Users may purchase radio communications equipment from Motorola
pursuant to certain terms contained therein; and
WHEREAS, the City desires to purchase radio communications 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 a System
Purchase Agreement (Radio Systems) with Motorola Solutions, Inc., 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 Govermnent Code, as amended.
0112.1902;00429477
RESOLVED this 22th day of August, 2019.
m /
CRAIG MO GAN Mayor
City of Round Roe , Texas
ATTEST:
w4(1E
SARA L. WHITE, City Clerk
2
EXHIBIT
k. «A„
SYSTEM PURC1LXSE AGREEMENT(Radio Systems)
IIIIS AGREEMENT ("Agreement") is made and entered into this __ ........... day of by
and between Motorola Solutions, Inc., a Delaware corporation duly authorized to
conduct business in the State of'Texas (".Motorola" or "Seller") and the City of Round Rock,
Texas, a body corporate and politic("Purchaser").
WITNESSETH.:
WHEREAS, the Purchaser desires to purchase a Communications System; and
WHEREAS, Motorola desires to sell a Communications System to Purchaser; and
W1-II REAS, Houston Galveston Area Council ("H-GAG"), acting as the agent for various local
governmental entities who are "End Users" under interlocal agreements (including the
Purchaser) has solicited proposals for radio communications equipment and conducted
discussions with Motorola concerning its proposal and, where applicable, in.accordance with the
competitive procurement procedures of Texas law;and
WHEREAS, 1.1-GAC and Motorola entered into that certain Contract dated as of May 1, 2018
(the "Contract"), which provided that End users may purchase radio communications equipment
from Motorola pursuant to certain terms contained therein; and
WHEREAS, pursuant to Article 6 of the Contract, Motorola and Purchaser now wish to enter
into this System Purchase Agreement to delineate the specific terms of the purchase of radio
communications equipment from Motorola by the Purchaser.
THEREFORE, the parties hereby enter into an agreement pursuant to which Motorola shall
perform the work and furnish the equipment and services as more fillly set forth herein and in the
following exhibits, which are either attached hereto or incorporated by .reference and hereby
made a part of this Agreement:
Exhib it A General Provisions.
Exhibit B Motorola Software License Ag-eement
Exhibit C Technical and Implementation Documents, consisting of. MCC7500 Console
Expansion Project for Fire Dispatch Paging dated April 18, 2019.
Exhibit O Motorola/H-GAC Contract dated May 1,2018.
Exhibit E Warranty and Maintenance Plan and Service Terms and Conditions (if
applicable).
NOW, 'HIEREFORE, for and in consideration of the mutual promises and covenants contained
herein, the parties agree as follows:
Motorola Contract No. I - Systern Purchase Agreement 9.8.2011
Section 1. SCOPE OF WORK
A. Motorola shall furnish all of the equipment and software as outlined in Exhibit C and
provide the tools, supplies, labor and supervision necessary for the installation of the items
purchased in accordance with Exhibit C.
B. In addition to responsibilities described in the Statement of Work, Purchaser shall
perform the following coincident with the performance of this Agreement:
(1) Provide a designated Project Director.
(2) Provide ingress and egress to Purchaser's facilities and/or sites as requested by Motorola
and have such.facilities available for installation of the equipment to be installed.
(3) Provide adequate telephone or other communications lines (including modem access and
adequate interfacing networking capabilities) for the installation, operation and support of the
equipment.
(4) Provide adequate space, air conditioning and other environmental conditions, and
adequate and appropriate electrical power outlets, distribution, equipment and connections for
the installation, operation and support of the equipment.
(S) Provide a designated work area with adequate heat and light, and a secure storage area for
equipment delivered to the Purchaser. The Purchaser shall be solely liable for loss or damage to
equipment prior to, during and following installation when. such equipment is on or within
Purchaser's facilities and/or vehicles.
Section 2 SITES
This Agreement is predicated on the utilization of sites and site configurations, which have been
selected either by the Purchaser or by Motorola and set forth in Exhibit C. In either situation,
should. it be determined by either Motorola or Purchaser during the course of performance on this
Agreement that the sites or configuration selected are no longer available or desired, new or
replacement sites or configuration will be selected and approved by both Motorola and the
Purchaser. If any price or schedule adjustments are necessary as a result of these new or
replacement sites, such adjutstments will be added to this Agreement by change order in
accordance with Section 4 of the General Provisions.
Section 3 SUBSURF..A►►CE/STRUCY RAL, CONDITIONS
This Agreement is predicated upon normal soil conditions defined by E.I.A. standard RS-222
(latest revision). Should Motorola encounter subsurface, structural, adverse environmental
and/or latent conditions at any site differing from those indicated on the specifications, or as used
in the preparation of the bid price, the Purchaser will be given unmediate notice of such
conditions before they are further disturbed. Thereupon, Motorola and the Purchaser shall
Motorola Contract No. -2- System Purchase Agreement 9.8.2011
promptly investigate the conditions and, if found to be different, will adjust the plans and/or
specifications as may be necessary. Any changes that cause an adjustment in the contract price
or in time required for the performance of any part of the contract shall result in a contract
modification in accordance with Section 4 of the General Provisions.
Section 4 PERIOD OF PERFORMANCE
A. Motorola projects that it will be able to obtain fuial acceptance and completion of the
Acceptance "fest Plan within the time interval specified in Exhibit C (if applicable). A more
detailed timeline shall be provided to Purchaser after the design review and customer kick-off
meeting.
B. Whenever a party knows or reasonably should know that any actual or potential condition
due to circumstances beyond its control is delaying or threatens to delay the timely performance
of the work, the party shall within thirty (30) days give the other party notice thereof and may
request an extension of time to perform the work.
C. In order to successfidly integrate and implement this project, shipments will be made
F.Q.B. Destination to Purchaser facilities, local Motorola staging facilities, warehousing
facilities, or any combination thereof It is agreed that this plan is acceptable to Purchaser and
that Motorola will advise prior to shipment of actual destination and that Purchaser will accept
shipment, and make payment as required by this Agreement.
D. It is also agreed that equipment shipping dates reflected in this Agreement are estimates
only, and that shipment may be made at any time prior to, or subsequent to these estimated
shipping dates.
Section 5 ACCEPTANCE CRITERIA
A. Motorola will test the Communications System in accordance with the Acceptance Test
Plan. System acceptance will occur upon the successful completion of such testing ("System
Acceptance') at which time both parties shall promptly execute a certificate of system
acceptance. If the Acceptance 'best Plan includes separate tests for individual subsystems or
phases of the System, both parties shall promptly execute certificates of subsystem acceptance
upon the successful completion of testing of such subsystems or phases. Minor omissions or
variances in performance which do not materially affect the operation of the Communications
System as a whole will not postpone System Acceptance. Purchaser and Motorola will jointly
prepare a list of such omissions and variances which Motorola will correct according to an
agreed upo n sc hed ule.
B. Motorola agrees to notify Purchaser when the Communications System is ready for
acceptance testing. Motorola and Purchaser agree to commence acceptance testing within ten
(10) business days after receiving such notification. If testing is delayed for reasons within the
control of Purchaser or its employees, contractors, agents or consultants for more than ten (10)
business days after notification, final payment will be due within thirty (30) days after such
notification and the Warranty Period will commence immediately.
Motorola Contract No. -3- System Purchase Agreement 9.8.2011
C. Motorola may, but is not obligated to, issue written authorization for Purchaser to use the
Communications System or its subsystem(s) for limited trainuig or testing purposes, prior to the
completion of testing by Motorola. Any use of the Communications System without prior written
authorization by Motorola shall constitute System Acceptance.
Section 6 PAYMENT SCHEDULE
A. Motorola agrees to sell all of the equipment and perform the services as outlined in the
Scope of Work, and Purchaser agrees to buy the aforementioned equipment and services for the
sum of Ninety-Nine Thousand Two Hundred Fifty-Eight and No/100 Dollars ($99,258.00),
which includes the I-GAC administration fee. The final price may be adjusted by
change orders approved pursuant to Statement of Work attached hereto as Exhibit
Customer affirms that a purchase order or notice to proceed is not required for contract
performance or for subsequent years of service, if any, and that Customer will appropriate
fiinds according to the Payment Schedule. 'rhe Customer will pay all invoices as received
from Motorola and any changes in scope will be subject to the change order process as
described in this Agreement. At the time of execution of this Agreement, the Customer will
provide all necessary reference information to include on invoices for payment in accordance
with this Agreement.
B. Payments to Motorola shall be made according to the following milestones:
1. 20%of the total contract price is due when Purchaser executes this Agreement;
2. 60% of the total contract price will be invoiced immediately after the Equipment is
shipped fiom Motorola's facilities;
3. 10°'0' of the total contract price will be invoiced inunediately after the Fquipment is
installed at the sites specified in the Exhibits; and
4. 10%of the total contract price will be invoiced immediately after System Acceptance.
Motorola reserves the right to make partial shipments of equipment and to request payment upon
shipment of such equipment. In addition, Motorola reserves the right to invoice for installations
or civil work completed on a site-by-site basis, when applicable.
C. In the event of failure or delay by the Purchaser in providing sites, space, approvals,
licenses, or any other Purchaser obligations required preceding delivery of Motorola equipment,
it is agreed that Motorola, at its sole discretion, may ship equipment as planned and that the
Purchaser will accept the equipment and make payment in accordance with the terms of this
Agreement. Any additional costs incurred by Motorola for storage of equipment will be
invoiced and paid by Purchaser.
D. Payments to Motorola shall be made as follows:
MotorolaConti-act No. -4- System Purchase agreement 9.8,201 1
Section 5 LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total liability whether for breach of
contract, warranty, negligence, hide mnification, strict liability in tort or otherwise, is
limited to the price of the particular products or services sold hereunder with respect to
which losses or damages are claimed. IN NO EVENT WILL,%4OTOROLA BE LIABLE
FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL
LOSS, LOST PROFITS OR SAVINGS OR O'I71ER INCIDENTAL, SPECIAL,
INDIRECT OR CONSEQtJ1ENTIAL DAMAGES TO THE FULL EXTENT SUCH
MAY BE DISCLAIMED BY LAW. This limitation of liability provision. survives the
expiration or termination of the Agreement and applies notwithstanding any contrary
provision. No action shall be brought for any breach of this contract more than two (2)
years after the accrual of such cause of action except for money due upon an open
account.
Section 6 EXCUSABLE.DELAYS
A. Neither Motorola nor the Purchaser shall be responsible for delays or lack of
performance resulting from acts beyond the reasonable control of the party or parties.
Such acts shall include, but are not be limited to, acts of God; fire; strikes; material
shortages;compliance with laws or regulations;riots; acts of war;or any other conditions
beyo rid the reaso nab le co ntro I o f the p arty o r part ies.
B. :Delays as identified herein may cause an impact on the Period of Performance
stated in the Agreement. Such delays will be subject to an Agreement addendum as
described in Section 4.
Section 7 DEFAULT
A. If either party fails to perforin a material obligation under this Agreement, the
other party may consider the non-performing party to be in default (unless such failure
has been caused by the conditions set forth in Section 6 of these General Provisions) and
may assert a default claim by giving the non-performing party a written and detailed
notice of default. Except for a default by Purchaser for failing to pay any amount when
due under this Agreement which must be cured immediately, the defaulting party will
have thirty (30) days after receipt of the notice of default to either cure the default or, if
the default is not curable within thirty ('10) days, provide a written cure plan. The
defaulting party will begin implementing the cure plan immediately after receipt of notice
by the other party that it approves the plan. If Purchaser is the defaulting party, Motorola
may stop work on the project until it approves the Purchaser's cure plan.
B. If a defaulting party fails to cure the default as provided above in Section 7.A,
unless otherwise agreed in writing, the non-defaulting party may terminate any
unfulfilled portion of this .Agreement. In the event of termination for default, the
defaulting party will promptly return to the non-defaulting party any of its confidential
information If Purchaser is the non-defaulting party, terminates this Agreement as
Motorola Contract No. -2- Svstem Purchase Agreement 9.8.2011
{i) Motorola shall immediately forward an invoice for the payment requested in
Section 6(B)above to Purchaser.
(ii) Purcl ser shall pay the Motorola invoice within thirty (30) calendar days of
receipt.
E. Motorola will pay H-GAO's administrative fee in accordance with the payment terms of
Motorola/H-GAC Contract dated May 1, 2018.
F. TERM. Unless terminated in accordance with other provisions of this Agreement or
extended by mutual agreement of the Parties, the term of this Agreement begins on the date as
set forth above and continues until the date of Final Project Acceptance or expiration of the
Warranty Period, whichever occurs last.
Section 7 PROJECT MANAC'rEMENT
A. If the size or complexity of the project warrants, Motorola will assign a Project Manager,
who is authorized to exercise technical direction of this project. Motorola, at any time, may
designate a new or alternate Project Manager with written notice to Purchaser and H-GAC:.
B. All matters affecting the terms of this Agreement or the administration thereof shall be
referred to Motorola's cognizant Contract Administrator who shall have authority to negotiate
changes in or amendments to this Agreement.
Section 8 NOTICE ADDRESSES
A. Motorola Solutions, Inc.
500 W. Monroe Street, 43rd Floor
Chicago, IL 60661
Attn.: Law Department
B. City Manager
With Copy t0:
City of Round Rock, Texas Stephan L.Sleets,City Attorney
221 East Main Street 309 East Main Street
.Round Rock, Texas 78664 Round Rock,Texas 78664
C. Houston-Galveston Area Council
3555 Timmons Lane, Suite 120
Houston, Texas 77027
Attn.: Public Services Manager
Section 9 ORDER OF PRECEDENCE
In the event of an inconsistency in this Agreement, the inconsistency shall be resolved in the
following order.:
iVl ottarola Contract No. ->-- System Purchase Agreement 9.8.2011
The main body of this Agreement.
Exhibit A General Provisions.
Exhibit B Motorola.Software License.
Exhibit C Technical and Implementation Documents, consisting of April 18, 2019 Proposal.
Exhibit E Wananty and Maintenance Plan and Service Terms and Conditions (if applicable)
Exhibit D Motorola/H-GAC Contract dated May 1, 2018.
Section 1.0 DISPUTES
Motorola and the Purchaser will attempt to settle any claim or controversy arising out of this
Agreement through consultation and negotiation in good faith and a spirit of mutual cooperation.
If those attempts fail, then the dispute will be mediated by a mutually acceptable mediator to be
chosen by Motorola and the Purchaser within thirty (30) days after written notice by one of the
parties demanding non-binding mediation. Neither party may unreasonably withhold consent to
the selection of a mediator. Motorola and the Purchaser will bear their own costs but will share
the cost of the mediator equally. By mutual agreement, however, Motorola and. Purchaser may
postpone mediation until both parties have completed some specified but limited discovery about
the dispute. The parties may also agree to replace mediation with some other form of non-
binding
onbinding alternate dispute resolution procedure ("ADR").
Any dispute which cannot be resolved between the parties through negotiation or mediation
within two (2) months of the date of the initial demand for it by one of the parties may then be
submitted to a court of competent jurisdiction in"Texas. Both Motorola and Purchaser consent to
jurisdiction over it by such a court. All conunuunications pursuant to the negotiation and
mediation will be treated as compromise and settlement negotiations for purposes of applicable
rules of evidence and any additional confidentiality protections provided by applicable law. The
use of any ADR. procedures will not be considered under the doctrine of laches, waiver or
estoppel to affect adversely the rights of either party. Nothing shall prevent either of the parties
from resorting to the judicial proceedings mentioned in this paragraph if(a) good fifth th efforts to
attempt resolution of the dispute wider these procedures have been unsuccessful or (b) interim
relief from the court is necessary to prevent serious and irreparable vijury to one of the parties or
others.
Section 11 SEVERABILITY
If any portion of this Agreement or any exhibits hereto is held to be invalid, such provision or
portion of such provision shall be considered severable, and the remainder of this Agreement
shall not be affected.
Section 12 HEADINGS AND SECTION REFERENCES
Motorola Contract No. -6- System Purchase Agreement 9.8.2011
The headings given to the paragraphs are inserted for convenience only and are in no way to be
construed as part of this Agreement or as a limitation of the scope of the particular paragraph to
which the heading refers.
Section 13 SURVIVAL OF TERMS
The following provisions will survive the expiration or termination of this Agreement for any
reason: Section 6 (Payment Schedule) if any payment obligations exist; Section 9 (Order of
Precedence); Section 10 (Disputes); Section I 1 (Severability); Section 12 (Headings and Section
References); Section 13 (Survival of Terms) and Section 14 (Full Agreement).
Section 14 FULL AGREEMENT
This Agreement and its Exhibits constitute the final expression of the agreement of the parties
and supersedes all previous agreements and understandings, whether written or oral, relating to
the work. This Agreement may be executed in multiple counterparts, each of which sliall be an
original and all of which shall constitute one and the same instrument. A -facsimile copy or
computer image, such as a PDF or tiff image, or a signature shall be treated as and shall have the
same effect as an original signature. In addition, 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. This Agreement may not be altered, amended, or modified except by
written instrument signed by duly authorized representatives of the parties. The preprinted terms
and conditions found on any Purchaser purchase order, acknowledgment or other form will not
be considered an amendment or modification of this Agreement, even if a representative of each
party signs that document.
TN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized representatives as of the last day and year written below.
MOTOROLA SOLUTIONS, INC. P.I?RC IAS.ER: CITY OF ROUND
ROCK, TEXAS
By: By:
(Signature) (Signature)
Name: Name:
(Print-Block Letters) Craig Morgan
Title: Title:
(Print-Block Letters) Mayor
Date: Date:
Motorola Contract No. -?- System.Purchase Agreement 9.8.2011
Motorola Contract No. -8 w System Purchase Agreement 9.8.2411
<'XIII:IIIT A
GENERAL PROVISIONS
MOTOROLA SOLUTIONS, INC.
Section 1 STANDARDS OF WORK.
Motorola agrees that the performance of work described in this Agreement and pursuant
to this .Agreement shall be done in a professional manner and shall conform. to
professional standards. All packaging and packing shall be in accordance with good
coiTmv.rcial practice.
Section 2 TAXES
The prices set forth in the Agreement are exclusive of any amount for Federal, State or
Local excise, sales, lease, gross income service, rental, use, property, occupation or
similar taxes. If any taxes are determined applicable to this transaction or Motorola is
required to pay or bear the burden thereof,, the Purchaser agrees to pay to Motorola the
amount of such taxes and any interest or penalty thereon no later than thirty (30) days
after receipt of an. invoice therefor.
Section 3 SHIPPING, TITLE AND RISK.OF LOSS
All sales and deliveries are F.O.B. Destination. Motorola reserves the right to make
deliveries in installments and the Agreement shall be severable as to such installments.
Title to the equipment shall pass to the Purchaser upon receipt at the F.O.B. Destination.
After delivery to the F.O.B. Destination, risk of loss and damage to the articles shall be
borne by the Purchaser. The above notwithstanding, title to software and any third party
supplied software shall not pass upon payment of the license fee therefor or under any
circumstances.
Section 4 CHANGES IN THE WORK
A. The Purchaser may, at any time, by written order, make changes within the
general scope of the work, including but not limited to revisions of; or additions to,
portions of the work, or changes in method of shipment or packaging and place of
delivery.
B. If any order under this Section 4 causes an increase or decrease in the cost of or
time required :for the performance of any part of the work under this Agreement, an
equitable adjustment shall be made in the Agreement price or delivery schedule, or both,
and the Agreement shall be modified in writing accordingly. Motorola is not obligated to
comply with any order hereunder unless and until the parties reach agreement as to the
aforementioned equitable adjustment and same is reflected as an addendum to this
Agreement.
M dorcla Contract No. - l p System Purchase Agreement 9.8.201 l
permitted by this Section, and completes the System through a third party, Purchaser may
as its exclusive remedy recover from Motorola reasonable costs incurred to complete the
System to a capability not exceeding that specified in this Agreement less the unpaid
portion of the contract price. Purchaser will mitigate damages and provide :Motorola with
detailed invoices substantiating the charges. In the event Purchaser elects to terminate
this Agreement for any reason other than default, Purchaser shall pay Motorola for the
conforming Equipment and/or Software delivered and all services performed through the
date of termination.
Section 8 DELAYS BY P(.TRCIIASER
If the Purchaser is responsible for delays in the schedule set forth in the Agreement, the
Purchaser shall be liable for actual costs incurred by Motorola resulting from these delays
if Motorola requests compensation. Such charges may include, but are not limited to,
additional Engineering; rescheduling charges; storage charges; maintenance charges; and
transportation charges. The Purchaser shall have the option to attempt to minimize actual
costs incurred by storing and transporting equipment at its own expense. Such delays
will be subject to an Agreement addendum as described in Section 4.
Section 9 LICENSES/AUTHORIZATION
The Purchaser is solely responsible for obtaining any licenses or other authorizatiorls
required by the Federal Communications Commission and for complying with FCC rules.
Neither Motorola nor any of its employees is ars agent or representative of the Purchaser
in FCC matters or otherwise. Motorola, however, may assist in the preparation of the
license application at no charge to the Purchaser. Purchaser acknowledges that project
implementation is predicated on receipt of proper FCC licensing.
Section 10 INDEMNIFICATION
Motorola agrees to and hereby indemnifies and saves Purchaser harmless from all
liabilities,judgments, costs, damages and expenses which may accrue against, be charged
to, or recovered from the Purchaser by reason of or on account of damage to the tangible
property of the Purchaser or the property of injury to, or death of any person, to the
extent and in the proportion that such damage or injury is caused by Motorola's negligent
acts or omissions or that of its employees, subcontractors, or agents while on the premises
of the Purchaser during the delivery and installation of the communications equipment.
IN NO EVENT WILL MOTOROLA BE LIABLE FOR NC.IDEMAL, SPECIAL,
INDIRECT OR CONSEQUENTIAL DAMAGES.
Section 11 WARRANTIES
A. WARRANTY PERIOD. Upon System Acceptance, the System Functionality
representation described below is fulfilled. The Equipment and Motorola Software is
warranted for a period of one (1) year after System Acceptance ("Warranty Period') in
accordance with the applicable limited warranties shown below. In no event will the
M otorola Contract No. -3- System Purchase Agreement 9.8.201 1
warranty period last longer than eighteen (18) months after the Equipment and Software
is shipped from Motorola. Purchaser must notify Motorola in writing if Equipment or
Motorola Software does not conform to these warranties no later than one month after the
expiration of the Warranty Period.
B. SYSTEM FUNCTIONALITY. Motorola represents that the Communications
System will satisfy the functional requirements in Exhibit C. Upon System Acceptance,
this System Functionality representation is fulfilled. Alter System Acceptance, the
Equipment Warranty set forth below and the Software Warranty set forth in the Software
License Agreement will apply.
Motorola will not be responsible for performance deficiencies of the System caused by
ancillary equipment not furnished by Motorola which is attached to or used. in connection
with the System provided hereunder. Additionally, Motorola will not be responsible for
System performance when the functionality is reduced for reasons beyond Motorola's
control including, but not limited to, i) an earthquake, adverse atmospheric conditions or
other natural causes; ii) the construction of a building that adversely affects the
microwave path reliability or RF coverage; iii) the addition of additional frequencies at
System sites that cause RF interference or intermodulation; iv) Purchaser changes to load
usage and/or configuration outside the parameters specified in Exhibit C; v)any other act
of parties who are beyond Motorola's control, including Purchaser or its employees,
contractors, consultants or agents.
C. EQUIPMENT WARRANTY. Motorola warrants the Equipment against material
defects in material and workmanship under normal use and service during the Warranty
Period. Unless otherwise specified in writing, the Warranty Period for non-.Motorola
manufactured Equipment will be as stated in.this Section. At no additional charge and at
its option, Motorola will either repair the defective Fquipznent, replace it with the same or
equivalent Equipment, or refund the purchase price of the defective Equipment, and such
action on the part of Motorola will be the full extent of Motorola's liability hereunder.
Repaired or replaced Equipment is warranted for the balance of the original applicable
warranty period. All replaced parts of the Equipment shall become the property of
Motorola.
TIIIS WARRANTY DUES NOT APPLY TO
a) Defects or damage resulting from use of the Fquipment in other than its
normal and customary manner.
b) Defects or damage occurring from misuse, accident, liquids, neglect or
acts of God.
c) .Defects or damage occurring from testing, maintenance, installation,
alteration, .modification, or adjustment not provided by Motorola pursuant
to this System Purchase Agreement.
MotorolaContract No. -4- System Purchase Ageement 9.8.2011
d) Breakage of or damage to antennas unless caused directly by defects in
material or workmanship.
C) T:cluiprnent that has been subjected to unauthorized modifications,
disassembly or repairs (including the addition to the Equipment of non-
Motorola supplied equipment if not authorized by Motorola) which
adversely affect performance of the Equipment or interfere with
Motorola's normal warranty inspection and testing of the Equipment to
verify any warranty c lairn.
f) Equipment that has had the serial number removed or made illegible.
g) Batteries (because they carry their own separate limited warranty).
h) Freight costs to the repair depot.
i) Equipment that has been subject to illegal or unauthorized alteration of the
software/firmware in the Equipment.
J) Scratches or other cosmetic damage to Equipment surfaces that does not
affect the operation of the Itiquiprnlent.
k) Software.
1) Normal or customary wear and tear.
D. Motorola Software Warranty. Motorola Software is warranted in accordance with
the terms of the Software License Agreement attached as Exhibit B.
E. These express limited warranties as set forth in this Section are extended by
Motorola to the original end user purchasing or leasing the System :for commercial,
industrial, or governmental use only, and are not assignable or transferable. These are the
complete warranties for the F"quipment and Software provided pursuant to this
Agreement.
F. JTIES E WARRANTIES ARE' GIVEN IN LIEU OF ALL OTHER
WARRANTIES. MOTOROLA DISCLAIMS ALL OTIIER WARRANTIES OR
CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. IN NO EVENT WILL MOTOROLA BE LIABLE FOR
DAMAGES IN EXCESS OF TIIE PURCHASE PRICE OF 'F1JE EQUIPMENT. IN NO
EVENT WILL MOTOROLA BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME,
INCONVENIIENCE, COMMERCIAL LOSS, I.,OST PROFIT'S OR SAVINGS OR
O`l"TIER INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES
ARISING OUT OF TIIE USE OR INABILITY TO USE TME EQUIPMENT, TO THE
FtJI..L EXTI<NT SUCH MAY BE DISCLAIMED BY LAW.
Motorola Contract No. -5- System Purchase Agreement 0.8.2011
Section 12 CONFIDENTIAL INFORMATION
Motorola proprietary computer programs wilt be released in accordance with the
Software License provisions set forth elsewhere, if applicable. All other material and
information of confidential nature marked Motorola PROPRIETARY and/or
CONFIDEJNTIAL will be released as necessary under-the following conditions:
(1) Purchaser shall exercise reasonable and prudent measures to keep these items in
confidence.
(2) Purchaser shall not disclose these items to third parties without prior written
permission, unless Motorola n-aloes them public or Purchaser learns them rightfully from
sources independent of Motorola, or it is required by law to be disclosed.
(3) Motorola, where necessary, retains the right to prescribe specific security
measures for the Purchaser to follow to maintain the confidentiality.
In the event disclosure of such information is necessary, a separate Non-Disclosure
Agreement will be required.
Section 13 SOFTWARE LICENSE
A. Motorola Software. Any Motorola Software furnished will be licensed to
Purchaser solely according to the terms and restrictions of the Software License
Agreement attached as Exhibit B. Purchaser hereby accepts all of the terms and
restrictions of the So t1ware License Agreement.
B. Non-Motorola SofW;are. Any Non-Motorola Software furnished by Motorola will
be subject to the terms and restrictions of its copyright owner unless such copyright
owner has granted to Motorola the right to sublicense such Non-Motorola Software
pursuant to the Software I...icense Agreement, in which case the Software License
Agreement (including any addendum to satisfy such copyright owner's requirements)
shall apply and and the copyright owner will have all.of Motorola's rights and protections
under the Software License Agreement.
Section 14 PATENT INDEMNIFICATION
A. Motorola will defend at its expense any suit brought against Purchaser to the
extent it is based on a third-party claim alleging that the Equipment manufactured by
Motorola or the Motorola Software ("Motorola Product") directly infringes a United
States patent or copyright (`Infringement Claim"). Motorola's duties to defend and
indemnify are conditioned upon: Purchaser promptly notifying Motorola in writing of the
Infringement Claim; Motorola having sole control of the defense of the suit and all
negotiations for its settlement or compromise; and Purchaser providung to Motorola
cooperation and, if requested by Motorola, reasonable assistance in the defense of the
Infringement Claim. In addition to Motorola's obligation to defend, and subject to the
Motorola Contract No. -6- Systern Purchase Agreement 9.8.2011
same conditions, Motorola will pay all damages finally awarded against Purchaser by a
court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by
Motorola in settlement of an Infringement Claim.
B. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur,
Motorola may at its option and expense: (a) procure for Purchaser the right to continue
using the Motorola Product; (b) replace or modify the Motorola Product so that it
becomes non-infringing while providing functionally equivalent performance; or (c)
accept the return of the Motorola Product and grant Purchaser a credit for the Motorola
Product, less a reasonable charge for depreciation. The depreciation amount will be
calculated based upon.generally accepted accounting standards.
C. Motorola will have no duty to defend or indemnify for any Infringement Claim
that is based upon: (a) the cornbi.riation of the Motorola Product with any software,
apparatus or device not furnished by Motorola; (b) the use of ancillary equipment or
software not furnished by Motorola and that is attached to or used in connection with the
Motorola Product; (c) Motorola Product designed or manufactured in accordance with
Purchaser's designs, specifications, guidelines or instructions, if the alleged infringement
would not have occurred without such designs, specifications, guidelines or instructions;
(d) a modification of the Motorola Product by a party other than Motorola; (e) use of the
Motorola Product in a manner for which the Motorola Product was not designed or that is
inconsistent with the terms of this Agreement; or (f) the failure by Purchaser to install an
enhancement release to the Motorola Software that is intended to correct the claimed
infringement. In no event will Motorola's liability resulting from its indemnity
obligation to Purchaser extend in any way to royalties payable on a per use basis or the
Purchaser's revenues, or any royalty basis other than a reasonable royalty based upon
revenue derived by Motorola from Purchaser from sales or license of the infringing
Motorola Product.
D. This Section 14 provides Purchaser's sole and exclusive remedies and Motorola's
entire liability in the event of an Infringement Claim. Purchaser has no right to recover
and Motorola has no obligation to provide any other or further remedies, whether under
another provision of this Agreement or any other legal theory or principle, in connection
with an Infringement Claim. In addition, the rights and remedies provided in this Section
14 are subject to and limited by the restrictions set forth in Section 5.
Section 15 DISCLAIMER OF PATENT LICENSE
Nothing contained in this Agreement shall be deemed to grant, either directly or by
implicatioin, estoppel, or otherwise, any license under any patents or patent applications
of Motorola, except that Purchaser shall have the normal non-exclusive royalty-free
license to use that is implied, or otherwise arises by operation of law, in the sale of a
product.
Section 16 WAIVER
Motorola Contract No. System Purchase Agreement 9.8.2011
Failure or delay on the part of Motorola or Purchaser to exercise a right or power
hereunder shall not operate as a waiver of the right or power. For a waiver of a right or
power to be effective, it must be in a writing signed by the waiving party. An effective
waiver of a right or power will not be construed as either a fixture or continuing waiver of
that same right or power, or the waiver of any other right or power.
Section 17 GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the
State of Texas.
Section 1.8 ASSIGNABILITY
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 Purchaser. In addition, in the event Motorola separates one or more
of its businesses (each a "Separated Business"), whether by way of a sale, establislunent
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. Motorola may subcontract any of the work, but subcontracting will not
relieve Motorola of its duties under this Agreement..
Section 19 SURVIVAL OF TERMS
The following provisions will survive the expiration or termination of this Agreement for
any reason: Section 2 (Taxes); Section 5 (Limitation of Liability); Section 7 (Default);
Subsection 111 (Disclaimer of Implied Warranties); Section 12 (Confidential
Information); Section 13 (Software License); and Section 16 (Waiver); Section 17
(Governing Law)and Section 19 (Survival of Terms).
Section 20 ADMINISTRATOR LEVEL ACCOCNT ACCESS
Motorola will provide Purchaser with Administrative User Credentials. Purchaser agrees
to only grant Administrative User Credentials to those personnel with the training or
experience to correctly use the access. Purchaser is responsible for protecting
Administrative User Credentials from disclosure and maintaining Credential validity by,
among other things, updating passwords when required. Purchaser may be asked to
provide valid Administrative User Credentials when in contact with Motorola System
support. Purchaser understands that changes made as the Administrative User can
significantly impact the performance of the System. Purchaser agrees that it will be
solely responsible for any negative impact on the System or its users by any such
changes. System issues occurring as a result of changes made by an Administrative User
Motorola Contract No. -8- System Purchase Agreement 9.8.2011
may impact Motorola's ability to perform its obligations under- the Agreement or its
Maintenance and Support Agreement. In such cases, a revision to the appropriate
provisions of the Agreement, including the S tate me nt of Work, may be necessary. To the
extent Motorola provides assistance to correct any issues caused by or arising out of the
use of or failure to maintain Administrative User Credentials, Motorola will be entitled to
bill Purchaser and Purchaser will pay Motorola on a time and materials basis for
resolving the issue.
Section 21 MAINTENANCE SERVICE
If this Agreement contains a Warranty and Maintenance Plan, then, during the Warranty
Period, in addition to warranty services, Motorola will provide maintenance services for
the 1'quipment and support for the Motorola Software pursuant to the terms of this
Agreement, including the Warranty and Maintenance Plan and Service Terms and
Conditions. Such services and support are included in the Contract Price. If Customer
wishes to purchase additional maintenance and support services during the Warranty
Period, or any maintenance and support services after the Warranty Period, the
description of and pricing for such services will be set forth in a separate document.
Unless otherwise agreed by the Parties in writing, the terms and conditions applicable to
such maintenance and support will be Motorola's standard Service Terns and
Conditions, together with the appropriate statements of work.
Mo orola Contract No. System Purchase Agreement 9.8.2011
Exhibit B
Software License Agreement
This Exhibit B, Software License Agreement ("Agreement") is between Motorola Solutions,
Inc., ("Motorola"),and City of Round Rock,Texas("Licensee").
For good and valuable consideration,the parties agree as follows:
Section I DEFINITIONS
1.1 "Designated Products" means products provided by Motorola to Licensee with which or for which
the Software and Documentation is licensed for use.
1.2 "Documentation" means product and software documentation that specifies technical and
performance features and capabilities, and the user, operation and training nl nuals for the Software
(including all physical or electronic media upon which such information is provided).
1.3 "Open Source Software" means software with either freely obtainable source code, license for
modification,or permission forfree distribution.
1.4 "Open Source Software License" means the terms or conditions under which the Open Source
Software is licensed.
1.5 "Primary Agreement" means the agreement to which this exh ibit is attached.
1.6 "Security Vulnerability" means a flaw or weakness in system security procedures, design,
implementation, or internal controls that could be exercised (accidentally triggered or intentionally
exploited) and result in a security breach such that data is compromised, manipulated or stolen or the
system damaged.
1.7 "Software" (i) Trieans proprietary software in object code format, and adaptations,translations,de-
compilations, disassemblies, emulations, or derivative works of such software; (ii) means any
modifications, enhancements, new versions and new releases of the software provided by Motorola; and
(iii) may contain one or more items of software owned by a third party supplier. The term"Software" does
not include any third party software provided under separate license or third party software not licensable
under the terms of this Agreement.
Section 2 SCOPE
Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain
proprietary Software or products containing embedded or pre-loaded proprietary Software, or both. This
Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and
Licensee's use of the Software and Documentation.
Section 3 GRANT OF LICENS E
3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola
grants to Licensee a personal, limited, non-transferable (except as pernr►itted in Section 7) and non-
exclusive license under Motorola's copyrights and Confidential Information (as defined in the Primary
Agreement) embodied in the Software to use the Software, in object code form, and the Documentation
solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any
rights to source code.
Motorola Contract No. - t - System Purchase Agreement 9.8.2011
3.2. If the Software licensed Linder this Agreement contains or is derived from Open Source Software,
the ten-is and conditions governing the use of such Open Source Software are in the Open Source Software
Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and
conditions of this Agreement and the term and conditions of the Open Source Software Licenses
governing Licensee's use of the Open Source Software, the terms and conditions of the license grant of the
applicable Open Source Software Licenses will take precedence over the license grants in this Agreement.
If requested by Licensee, Motorola will use commercially reasonable efforts to:(i)determine whether any
Open Source Software is provided under this Agreement; (ii) identify the Open Source Software and
provide Licensee a copy of the applicable Open Source Software License (or specify where that license
may be found); and, (iii) provide Licensee a copy of the Open Source Software source code, without
charge,if it is publicly available (although distribution fees may be applicable).
Section 4 LIMITATIONS ON USE
4.1. Licensee may use the Software only for Licensee's internal business purposes and only in
accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting
the general nature of these restrictions, Licensee will not make the Software available for use by third
parties on a"time sharing," "application service provider,"or"service bureau"basis or for any other similar
commercial rental or sharing arrangement.
4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer,
disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a
human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create
derivative works of, or merge the Software; (iii)copy,reproduce, distribute, lend, or lease the Software or
Documentation to any third party,grant any sublicense or other rights in the Software or Documentation to
any third party, or take any action that would cause the Software or Documentation to be placed in the
public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of
Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or
Documentation available to, or permit the use of the Software by any third party or on any machine except
as expressly authorized by this Agreement; or(vi)use,or pen-nit the use of,the Software in a manner that
would result in the production of a copy of the Software solely by activating a machine containing the
Software. Licensee may make one copy of Software to be used solely for archival, back-up, or disaster
recovery purposes;provided that Licensee may not operate that copy of the Software at the same time as
the original Software is being operated. Licensee may make as many copies of the Documentation as it
may reasonably require for the internal use of the Software.
4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or
allow any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated
Product; or(ii)copy onto or transfer Software installed in one unit of Designated Product onto one other
device. Licensee may temporarily transfer Software installed on a Designated Product to another device if
the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of
the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer
of the Software to another device must be discontinued when the original Designated Product is returned to
operation and the Software must be removed from the other device. Licensee must provide prompt written
notice to Motorola at the time temporary transfer is discontinued.
4.4. When using Motorola's Radio Service Software ("RSS"), Licensee must purchase a separate
license for each location at wh ich Licensee uses RSS. Licensee's use of RSS at a licensed location does not
entitle Licensee to use or access RSS remotely. Licensee may make one copy of RSS for each licensed
location. Licensee shall provide Motorola with a list of all locations at which Licensee uses or intends to
use RSS upon Motorola's request.
4.5. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter,
accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an
independent third party ("Auditor")may inspect I..Acensee's premises,books and records,upon reasonable
Motorola Contract No. -2- System Purchase Agreement 9.8.2011
prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and
security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any
information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the
Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this
Agreement.
Section 5 OWNERS 11I1? AND TITLE
Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the
Software—and Documentation, including, but not limited to, all rights in patents, patent applications,
inventions,copyrights,trademarks, trade secrets, trade names,and other proprietary rights in or relating to
the Software and Documentation (including any corrections, bug fres, enhancements, updates,
modifications, adaptations,translations,de-compilations, disassemblies,emulations to or derivative works
from the Software or Documentation, whether made by Motorola or another party, or any improvements
that result from ;Motorola's processes or, provision of information services). No rights are granted to
Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are
expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or
prepared by Motorola in connection with providing the Software, Designated Products, Documentation or
related services, remains vested exclusively in Motorola, and Licensee will not have any shared
development or other intellectual property rights.
Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY
6.1. The commencement date and the term of the Software warranty will be a period of ninety (90)
days from Motorola's shipment of the Software(the"Warranty Period"). If Licensee is not in breach of any
of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used
properly and in accordance with the Documentation and this Agreement, will be fi•ee from a reproducible
defect that eliminates the functionality or successful operation of a feature critical to the primary
functionality or successful operation of the Software. Whether a defect occurs will be determined by
Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of the
Software or the Designated Products will be uninterrupted, error-free, completely free of Security
Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular
requirements. Motorola makes no representations or wan-antics with respect to any third party software
included in the Software.
6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to
use reasonable efforts to remedy any material Software defect covered by this warranty. These efT'orts will
involve either replacing the media or attempting to correct significant, demonstrable program or
documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable
time,then at Motorola's option,Motorola will replace the defective Software with functionally-equivalent
Software, license to Licensee substitute Software which will accomplish the same objective, or terminate
the license and refund the Licensee's paid license fee.
6.3. Warranty claims are described in the Primary Agreement.
6.4. The express warranties set forth in this Section b are in lieu of, and Motorola disclaims,any
and all other warranties (express or implied, oral or written) with respect to the Software or
Documentation,including, without limitation,any and all implied warranties of condition, title, non-
infringement, merchantability,or fitness for a particular purpose or use by Licensee (whether or not
Motorola knows,has reason to know,has been advised,or is otherwise aware of any such purpose or
use), whether arising by law, by reason of custom or us=ige of trade, or by course of dealing. In
addition, Motorola disclaims any warranty to any person other than Licensee with respect to the
Software or Documentation.
Section 7 TRANSFERS
Motorola Contract No. -3- System Purchase Agreement 9.8.201 1
Licensee will not transfer the Software or Documentation to any third party without Motorola's prior
written consent. Motorola's consent may be withheld at its discretion and may be conditioned upon
transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated
Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to
a third party, Licensee may assign its right to use the Software (other than RSS and Motorola's
FL..ASHport@ software) which is embedded in or furnished for use with the radio products and the related
Documentation; provided that Licensee transfers all copies of the Software and Documentation to the
transferee,and Licensee and the transferee sign a transfer form to be provided by Motorola upon request,
obligating the transferee to be bound by this Agreement.
Section 8 TERM AND TERMINATION
8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement
is signed by both parties and will continue for the life of the Designated Products with which or for which
the Software and Documentation have been provided by Motorola, unless Licensee breaches this
Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may
be terminated immediately upon notice by Motorola.
8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to
Motorola that all copies of the Software have been removed or deleted from the Designated Products and
that all copies of the Software and Documentation have been returned to Motorola or destroyed by
Licensee and are no longer in use by Licensee.
8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the
development, marketing,and distribution ofthe Software and Documentation and that Licensee's breach of
this Agreement will result in irreparable harm to Motorola for which monetary damages would be
inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled
to all available remedies at law or in equity (including immediate injunctive relief and repossession of all
non-embedded Software and associated Documentation unless Licensee is a Federal agency of the United
States Government).
Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS
'This Section applies if Licensee is the United States Government or a United States Government agency.
Licensee's use, duplication or disclosure of the Software and Documentation under Motorola's copyrights
or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the
Commercial Computer Software-Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable,
unless they are being provided to the Department of Defense. If the Software and Documentation are being
provided to the Department of Defense, Licensee's use, duplication, or disclosure of the Software and
Documentation is subject to the restricted rights set forth in subparagraph (c)(1)(ii) of the Rights in
Technical Data and Computer Software clause at DEARS 252.227-7013 (OCT 1988), if applicable. The
Software and Documentation may or may not include a Restricted Rights notice,orother notice referring to
this Agreement. The provisions of this Agreement will continue to apply,but only to the extent that they
are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS
mentioned above,as applicable to the particular procuring agency and procurement transaction.
Section 10 CONFIDENTIALITY
Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary and
confidential information and are Motorola's trade secrets. Licensee will not disclose the Software and
Documentation to any third party except as permitted by this Agreement or expressly in writing by
Motorola. Licensee will take necessary and appropriate precautions to maintain the confidentiality and
guard against the unauthorized disclosure of the Software and Documentation. Licensee will limit access
'b1 cxoro Ia.Contract No. ..'t- System Purchase Agreement 9.8.2011
to the Software and Documentation only to Licensee's employees who "need to know" and are authorized
to use the Software and Documentation as permitted by this Agreement.
Section 11 L I M ITAT 10 N 0 IT LIABILITY
The Limitation of Liability provision is described in the Primary Agreement.
Section 12 NOTICES
Notices are described in the Primary Agreement.
Section 13 GENERAL
13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will riot be
construed as an admission or presumption of publication of the Software or public disclosure of any trade
secrets associated with the Software.
13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws
and regulations of the United States and Licensee will comply with all applicable laws and regulations,
including export laws and regulations of the United States. Licensee will not, without the prior
authorization of Motorola and the appropriate governmental authority of the United States, in any form
export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any itern or
technical data or direct or indirect products sold or otherwise furnished to any person within any territory
for which the United States Government or any of its agencies at the time of the action, requires an export
license or other governmental approval. Vio lation of this provision is a material breach of this Agreement.
13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its
obligations under this Agreement, or encumber or sell its rights in any Software,without prior notice to or
consent of Licensee.
13.4. GOVERNING LAW. 'T'his Agreement is governed by the laws of the United States to the extent
that they apply and otherwise by the internal substantive laws of the State to which the Software is shipped
if Licensee is a sovereign government entity, or the internal substantive laws of the State of Illinois if
Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contracts for the
International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction
Act, any version of this Act,or a substantially similar law(collectively "UCITA")becomes applicable to a
party's performance under this Agreement, UCITA does not govern any aspect of this Agreement or any
license granted under this Agreement,or any ofthe parties'rights or obligations under this Agreement. The
governing law will be that in effect prior to the applicability ofUCITA.
13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of
Motorola and Licensee. No third party has the right to make any claim or assert any right under this
Agreement,and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing,
any licensor or supplier of third party software included in the Software will be a direct and intended third
party beneficiary of this Agreement.
13.6. SURVIVA L. Sections 4, 5, 6.4, 7, 8,9, 10, 11 and 13 survive the termination of this Agreement.
13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary
Agreement,the parties agree that this Exhibit prevails, only with respect to the specific subject matter of
this Exhibit, and not the Primary Agreement or any other exh ibit as it applies to any other subject matter.
13.8 SECURITY. Motorola uses reasonable means in the design and writing ofits own Software and
the acquisition of third party Sollware to limit Security Vulnerabilities. While no software can be
Motorola Contract No. 5 System I'tirchase Agreement 9.8.201 1
guaranteed to be free from Security Vulnerabilities, if Security Vulnerability is discovered, Motorola will
take the steps set forth in Section b of this Agreement.
Motorola Contract No. ti- System Purchase Agreement 9.8.2011
Exhibit C
Technical and Implementation Documents
MOTOROLA'S PROPOSAL DATED APRIL i8. 2O1S
MOTOROLA SOLUTIONS
S
CITY, OF . ROUND CK FIRE
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DEPARTMENT
i i MCC7500 CONSOLE EXPANSION PROJECT FOR FIRE DISPATCH PAGING APRIL 18,2019
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The design,technical,pricing,and other information{"information")furnished with this submission is proprietary and/or trade secret information of
Motorola Solutions,Inc.{°Motorola Solufions' and Is submitted with the restriction that it is to be used for evaluation purposes only. To the ful lest
extent allowed by applicable law,the Infom-Won is not to be disclosed publicly orin any manner to anyone other than those required to evaluate the
Information%Mthoutthe express written permission of Motorola Solutions.
f MOTOROLA,MOTO,MOTOROLA SOLUTIONS,and the Stylimd M Logo are trademarks or registered trademarks of Motorola Trademark Holdings,
LLG and are used underlicense.Al other trademarks are the property of their respective owners.0 2019 Motorola Solutions,Ina All rights reserved.
MOTOROLA
Molowla lx-,hut it'll Ine
0.�� ( ��.� 1 .'(ji
April 18, 2019
Howard Cruse
City of Round Rock Fire Department
203 Comn-ierce Blvd
Round Rock, TX 78665
RE:MCC7500 Console Expansion Project for Fire Dispatch Paging
Dear Chief Cruse
Motorola Solutions,Inc. (Motorola)is pleased to present to you the enclosed proposal for the
MCC7500 Console Expsanion Project for Fine Dispatch Paging. The Proposal consists of this cover
letter,the Statement of Work, the System Description, Equipment List, and the HGAC System
Purchase Agreement(SPA).
The Proposal is valid for ninety(90)days from the date of this letter and is subject to the terms and
conditions ofthe enclosed HGAC System Purchase Agreement, or a negotiated version thereof. To
accept this proposal,please return to Motorola a signed copy of the aforementioned agreement.
Motorola would be happy to discuss any concerns the County may have with the Proposal.
Sincerely,
MOTOROLA SOLUTIONS, INC.
Clay Cassard
Area Sales Manager
TABLE OF CONTENTS
Section 1
SystemDescription.............................................................................................................................. 1-1
1.1 Motorola Responsibilities..................................................................................................... 1-1
1.2 city of round rock Responsibilities ....................................................................................... 1-1
1.3 Project Assumptions............................................................................................................ 1-2
Section 2
SystemDescription..............................................................................................................................2-1
2.1 System Components Description........................................................................................2-1
2.1.1 Operator Position Components.......................................................................................2-1
2.2 Electrical, HVAC and Equipment Space Requirements — For A Single Dispatch Site.......2-3
Section 3
AcceptanceTest Plan..........................................................................................................................3-1
Section 4
ServiceNVarranty.................................................................................................................................
4-1
4.1 Services Overview...............................................................................................................4-1
Section 5
PricingSummary..................................................................................................................................5-1
Section 5
ContractualDocumentation.................................................................................................................6-1
Section 7
OurCommitment..................................................................................................................................7-1
City of Round Rock Fire Department April 18,2019
MCC7500 Console Expansion Project for Fire Dispatch Paging Use ordisclosure of thisproposal is subject
to the restrictions on the cnverpage.
00 Motorola Solutions Confidential Restricted Table of Contents i
City of Round Rock Fire Department
April 18,2019
SECTION 1
SYSTEM DESCRIPTIUJ 'hN
Motorola is proposing to City of Round Rock the installation and configuration of the
following equipment at the specified locations.
Site Name Major Equipment
Round Rock Fire Dispatch MCC7500 Console and accessories x Qty. 1
Control Room Firewall x Qty 1
Site Router x Qty 1
LAN Switch x Qty 2 (Console LAN Switch, CEN Switch)
Motorola understands that the City would like to use this new dedicated console to interface
with a controller from US Digital and use it for their paging needs. The proposed console will
be configured to send the page/tone out to the fire stations from the City of Round Rock Fire
Dispatch site. Motorola will leverage the existing paging controller unit along with cables and
connectors and interface it with the proposed dispatch console. Motorola assumes that the
City will directly work with US Digital if there is any change required on the interface of there
are any integration effort required by US Digital.
The document delineates the general responsibilities between Motorola and City of Round
Rock as agreed to by contract
MOTOROLAN1 IMT
Motorola's general responsibilities include the following:
Perform the installation of the Motorola supplied equipment described above.
Schedule the implementation in agreement with City of Round Rock.
Coordinate the activities of all Motorola subcontractors under this contract.
Administer safe work procedures for installation.
Motorola will assign a Project Manager to conduct a Contract Design Review (CDR)
(possibly via teleconference), and there after schedule a System Technologist (ST) to be
on site for configuration and testing of the proposed Console.
• Motorola to provide Ethernet site link specs for the Console site to GATRRS core.
1.2 CITY OF ROUNDRESPONSIBILITIES
City of Round Rock will assume responsibility for the installation and performance of all
other equipment and work necessary for completion of this project that is not provided by
Motorola. General responsibilities for City of Round Rock include the following:
• Provide all buildings and equipment shelters required for system installation.
Insure communications sites meet space, grounding, power, and connectivity
requirements for the installation of all equipment.
Obtain all licensing, site access, or permitting required for project implementation.
MCC7500 Console Expansion Project for Fire Dispatdl Paging Use or disclosure of this proposal is subject
to the restrictions on the cover page,
Motorola Solations confrdenfial Restf ded System Description 1-1
City of Round Rock Fire Department
April'18,2019
• Customer will provide a dedicated delivery point, such as a warehouse, for receipt,
inventory and storage of equipment prior to delivery to the site(s).
• Coordinate the activities of all City of Round Rock vendors or other contractors as
applicable.
• Provide adequate electrical power in the proper phase, voltage, and site grounding to
support the requirements of the system described.
• Provide Ethernet link for Console site to GATRRS which meets site link specs provided
by Motorola.
• City to work with US Digital to setup interface between Motorola provided console and
paging controller. City to assume integration costs for this effort i.e. API and Software
Development Kit(SDK).
PROJECT1.3 ASSUMPTIONS
Motorola has made several assumptions in preparing this proposal, which are noted below.
In order to provide a firm quote, Motorola will need to verify all assumptions or seek
alternate solutions in the case of invalid assumptions.
• There is no console furniture included in this design. There is sufficient space available
to support the proposed console equipment including one monitor and windows
workstation.
• There is 20Aquad outlet available at the console position to power the proposed
console equipment.
• Two 60A circuits will be provided by the customer to power the backroom equipment.
• This proposal does not include any telephony media gateway or the connection of
telephones to the Voice Processor Module.
• There is sufficient space available in the equipment room to support the proposed
equipment.
• There is a grounding bar available in the dispatch area to support the proposed
equipment. if a ground bar is not available, then a change order will be required.
• Any site/location upgrades or modifications are the responsibility of the customer.
• The Customer will provide any required system interconnections not specifically outlined
here. These may include dedicated phone circuits, microwave links or other types of
connectivity.
• Motorola is not responsible for interference caused or received by the Motorola provided
equipment except for interference that is directly caused by the Motorola provided
transmitter(s) to the Motorola provided receiver(s). Should the Customer's system
experience interference, Motorola can be contracted to investigate the source and
recommend solutions to mitigate the issue.
• There is no backup control station included in this design.
• There are no spares included as a part of this design.
• There is no staging included as a part of this design.
• There is no training included in this design.
• No equipment removal is included in the design.
Any changes to these assumptions will have to be revisited and addressed, as they will be
out of the scope of this proposal.
MCC7500 Console Expansion Project far Fire Dispatch Paging use or disclosure of this proposal is subject
to the restrictions on the coverpage.
Motorola Solutions Confidential Restrrc{itcl
System Descrip#on 9-2
City ofRound Rock Fire oepammsmt
xpm1a.ums
SECTION
liYSTEM DESCRIPTION
This section lists the equipment necessary for the proposed solution.
Master Site Licenses (Applied to G;ATRRS P25 Master Site)
w Qty. (1) MCC 7500 console license (Supports up to a maximum of positions)
City mfRound Rock Fire Dispatch Room
�
One (1) MO[| 7500 dispatch operator positions including the following:
-
One (1) Z2 Mini workstations, Windows -10
-
One (1) gooseneck microphones
One (1) voice processor modules (\/pMa)
-
One (1) 18'inchNon-touch monitors
One (1) Instant Recall Recorder
- Two (2) desktop speakers
Two (2) headset jacks
- Two (2) headset base with PTT, 15ftcable
-
Two (2) Headsets
-
One (1) dual pedal footevvitohea
DES-OFB. AES and ADP Algorithms
City ofRound Rock Fire Dispatch Equipment Room
-
One M\ new 7.5ft. rack
-
One (1) 24-port Ethernet switch
-
One (1) GG&48OOORouter
-
One (1) /VC EdgeP[}U
NoUPS orany backup power isquoted inthis project fnrtheoonso|apomitionorbaokroonn
equipment. There isnobackup Conso|ettoorantenna equipment provided amapart ofthis
design, In addition. No NM client is being included as a part of this proposal. It is understood
that City of Roundrock will coordinate with GATRRS for their network management needs
for this dispatch site
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^c° m SYSTEM COMPONENTS DESCRIPTION
This section discusses the various components that make up the proposed MCC 7500
Dispatch Console system.
2,1,1 Operator Position Components
MCC 7500 operator positions connect directly to the IP network site switch to join the Astro
25 oysbsrn. Audio processing and switching intelligence for dispatch are performed within
each software-based operator position, without additional centralized electronics.
An MCC 7500 operator position consists of a computer, a Voice Processing Module (VPM),
one select speaker, uptoseven Unoe|ectspeakers, odesktop gooseneck microphone
and/or headset jack box with in-line PTT amplifier, and footo . |toh.
mcorono Console Expansion Project for Fire oispatu`Paging Use nru/ec/omre ofmiunmposa/|vsuu]eu
tothe restnoxonsonmamve,nane.
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Voice Processing Module (VPM)
The VPM provides vocoding and audio processing services for the dispatch console. It
connects to the console site LAN switch and communicates with the dispatch console PC
via Ethernet. Each operator position includes aPCand adedicated VPM.
The VPMhas connectors for the following devices:
=
One desktop microphone
�
Two headset jacks
�
Eight desktop speakers
�
Dual instant recall recorder
� Footavvitoh
Some of the connectors listed above can be used to provide audio inputs and outputs for
connecting other types ofdispatch consoles tothe Motorola radio system inconjunction vvith
the Motorola MCC 7500 Dispatch APIs.
Personal Computer(PC)
The dispatch console uses a customized Moto ro la-certified PC running the Microsoft
Windows operating system and containing e Motorola-designed voice card and a Motorola-
designed secure card. The PCs used in ASTRO 25 systems have a very small form factor.
The PCs are processed through Motorola factories in Elgin so that the application software,
voice cards, and secure cards can be installed and tested to ensure they are operating
proper!y.
Capturing and Logging Audio
It will be City of Round Rock's responsibility to provide a logging recorder at the dispatch
site ifdesired,
Instant Recall Recorder
The Dual Instant Recall Recorder(IRR) software allows users to record two channels, nadio,
telephone, radio and telephone converaotiono, digitally on a personal computer. The system
uses an individual PC where the recording files are stored on the PC's hard drive. The
Instant Recall Recorder keeps a database of all recordings, which allows for convenient
"point and click"search and playback ofany recordings. Once the software iminstalled on
your PC, the functions are controlled through a Graphical User Interface (GUI) icon.
The Instant Recall Recorder has numerous special features; such as the eb||iiv toattach text
documents to recordings, a security ayatern' multiple playback (which e/|ovvs the user to
playback more than one recording at the same time), and real time audio monitor(which
allows the user to listen to the last ten minutes of recording in progress without being
required to stop recording to be able to listen).
The Instant Retrieval vv|ndovv a({ovva the user to immediately access the recordings. The
Instant Retrieval window initially opens an the newest recordings, but allows access to any
recordings onthe system. The recording can also besaved tothe .WAV file that the user
specifies. This is useful if the user wants to Save e specific recording to e CD or hard disk.
Moo,noo Console Expansion Project for Fie[Dispatch Peomo Use o,disclosure o/this proposal is subject
tothe remncoonsoothe oovorpana
m�mrma�o/mvun000nxdenmw�e�m ��
�� n Symtemoemcripvon 2-2
City of Round Rock Fire Department
April 18,2019
2.2 ELECTRICAL, HVAC AND EQUIPMENT SPACE REQUIREMENTS
SINGLE DISPATCH SITE
The existing UPS unit will be used for the backroom equipment and at the console positions.
The customer will provide any electrical upgrades or backup generator to support the
proposed equipment. Additionally, any upgrades to the existing UPS will be customer
responsibility.
Motorola requires two 60-amp circuits from the UPS to power the AC Edge circuit for the
following equipment below. The Electrical and Heating, Ventilation, and Ar Conditioning
(HVAC) load requirements are listed below.
Per Device
Equipment t ty AC t Max Current BTU # Total Total Total Total# Power
DC Power (Amps) Ckts Max Amps BTU C kts source
(W) Power
A
DISPATCH BACKROOM
EQUIPMENT
DISPATCH SITE Gateway 1 AC 60 0.50 205 1 60 O�50 205 1 Backroom
-GGM 8000 UPS
DISPATCH LAN SWITCH 2 AC 41 0.34 140 1 82�00 0.68 280 1 Backroom
-2620-24 UPS
Control Room Firewall I AC 203 1,69 692 1 203 1,69 692 1 Backroom
UPS
Dispatch Center
CONSOLE PC-Z2 Mini 1 AC 600 5.00 2046 1 600 5,00 2046 1 Console
UPS
CONSOLE MONITOR- 1 AC 46 0,38 157 1 46 0,38 157 1 Console
19"MONITOR NON- UPS
TOUCH
CONSOLE VPM 1 AC 48 0.40 164P 48 0,40 164 1 Console
UPS
MCC7500 console Expansion Project for Fie Dispatch Paging Us€;or disclosure of this proposal is subject
to the restrictions on aie(Dverpage.
Motorda Solutions Confidenfial Restnmt-d
System Descripfion 2-3
City of Round Rock Fire Department
April 18,2019
SECTION 3
it job,
9M z
I'I"C ' TEST PLAN
JAI C E wr TA M E
Motorola will work with City of Round Rock during the design review phase of the project to
put together an acceptance test plan to verify the Console performance with the US Digital
system controller.
MCC7500 Console Expansion Project for Fire Dispatch Paging Use or disclosure of this proposal is subject
to the restrictionson the ooverpage.
Motorda Solutions Confidential Restricted Acceptance Test Plan 3-1
Ciwof Rou,dRock F!reoepartmmm
April m.zn1e
aconow*
SE�RIVK 'wICE/WARRANTY
4.1 SERVICES OVERVIEW
In order to ensure the continuity of Round Rock's network and reduce system downtime
Motorola Solutions has included the sorno level of service per the current Service contract
between Motorola and Round Rock Police Department. The proposed offering consists of
the following specific services:
�
Service Desk.
�
Technical Support.
*
Network Event Monitoring.
m
Standard (}n-site Support.
°
Annual Preventative Maintenanco— level 1.
�
Network Hardware Repair,
*
Security Monitoring.
�
Network Updates.
� SUA||support
These services will be delivered to Round Rock through the combination of local service
personnel either dedicated to the network or engaged as needed; a centralized team within
our Solutions Support Center (SGC), which operates on o 24 x 7 x 365 basis; and our
Repair Depot, which will ensure that equipment is repaired to the highest quality standards.
The collaboration between these service resouroes, all of who are experienced in the
maintenance of mission-critical networks, will enable a swift analysis of any network issues,
an accurate diagnosis of root oeuaos, and a timely resolution and return to normal network
operation.
moor000 Console expansion pm/mcr for Fire Dispatch pao/no Use or disclosure orthis proposal is subject
to the restncxoonun the oova,pooe
n�m Mmoonda ou/uxmm oonomanxal Res»,omd Se,woa*venranty 4'/
City of Round Rock Fire Department
April 18,2019
SECTION 5
PRICING SUMMARY
Motorola's system solution and services are priced as follows:
Total solution price per equipment and services outlined in this proposal
Description
SYSTEM PRICE $131,932.00
NGAC CONTRACT DISCOUNT(RA05-18) ($32,574.00)
TOTAL -� $99,258.00
Project price breakdown: $99,258.00
Equipment $48,149
Services $51,109
MCC7500 Console Expansion Project for Fire Dispatch Paging Use or disclosure of this proposal is subject
to the restrictions on the ooverpage.
Pllotorda Solutions Confidential Restrrced Pricing Summary 5.1
City of Round Rock Fire Department
April 18,2019
SECTION 6
CONTRACTUAL
D UJO'6k C U M E N TAT I u4"k N
Contractual Documentation is included on the pages that follow.
MCC7500 Console Expansion Project for Fire Dispatch Paging Use or disclosure of this proposal is subject
to the restrictions on the ooverpage,
Motorda Solutions Confidenffd Restriced Contractual Documentaifon 6-1
Exhibit D
Motorola(H-GAC Contract dated May 1, 2418.
'vl cxorolfx Contract No. I . System Purchase agreement 0.8.2011
Exhibit E
Service Terms and Conditions
Motorola Solutions, Inc. ("Motorola") and the customer named in this Agreement ("Customer") hereby
agree as follows:
Section 1 APPLICABILITY
These Service Terms and Conditions apply to service contracts whereby Motorola will provide to
Customer either(1) maintenance, support and/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 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
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 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 the 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
such 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 such Equipment; remove that
Equipment from the Agreement; or increase the price to Service such 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.
�Vl otorola Contract No. 1 - 4ystern Purchase Agreement 9.8.201 1
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 such 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 thirty (30) 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 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 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
Motorola Contract No. -'_ System Purchase Agreement 9.13.201 1
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 two (2) years after the accrual of such 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 writing 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, financial 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.
M otorola Contract N,o. - - System Purchase Agreement 9.$.2011
Section 14 FCC LICENSES AND OTHER AUTHORIZATIONS
Customer is ao|a|y responsible for obtaining licenses or other authorizations required by the Federal
Communications Commission or any other federal, state, or |oom| government agency and for complying
with all m|ea and regulations required by such agencies. Neither K0nbnno|o nor any of its employees is on
agent or representative of Customer in any governmental matters.
Section 15 COVENANT NOT T(] EMPLOY
During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will
not hira, engage on oontract, solicit the employment of, or recommend employment to any third party of
any employee of Motorola or be 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, Ifthis provision iafound tobeoverly broad under applicable
|aw, it shall be modified as necessary to conform to such {ew.
Section 16 MATERIALS, TOOLS AND EQUIPMENT
All too|a, equipmont, diem' gauges, mode/e, 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 n»athodon.
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 begoverned and interpreted in
accordance with the laws of the State of Texas.
17.3. Failure boexercise any right will not operate asa waiver ofthat right, power, or privilege.
17.4. Neither party is liable for delays or|ooh of performance resulting from any causes that are beyond
that party's reasonable contro|, such as sthkeo, material ohortageo, or acts of God.
17.5. Motorola may assign its rights and ob|igationa, and may subcontract any portion of its
performance, under this Agreement.
17.6. If Motorola provides Services after the termination or expiration of this Agreement, the terms and
conditions ineffect atthe time ofthe termination orexpiration will apply Lothose Services and Customer
agrees to pay for those services onatime and materials basis at Motorola's then effective hourly rates.
wotommC»moutNo. '4' System Purchase Agcenont 9.8.2011
City of Round Rock Fire Departrnent
April 18,2919
SECTION 7
OUR COMMITMENT
Motorola Solutions creates innovative, mission-critical communication solutions and services
that help public safety and commercial customers build safer cities and thriving
communities. You can find our products at work in a variety of industries including law
enforcement, fire, emergency medical services, national government security, utilities,
mining, energy, manufacturing, hospitality, retail, transportation and logistics, education, and
public services.
Founded in 1928, Motorola Solutions has a history of innovation that has revolutionized
communications. From pioneering mobile communications in the 1930s and making
equipment that carried the first words from the moon in 1969, to supporting modern-day
emergency response equipment for disaster relief efforts around the world, Motorola
Solutions has a global footprint with products that demonstrate its thought leadership.
Throughout its history, Motorola Solutions has transformed innovative ideas into products
that connect people to each other and the world around them. Moving forward, the company
strives to keep its commitment of make things better and life easier, to make sound
recommendations that will guide you in linking your current and future communication needs
and objectives with technology's ever-evolving promise.
MCC7599 Console Expansion Project for Fire Dispatch Paging Use or disclosure of this proposal is subject
to the restrictions on the coverpage.
Motorde Solutions corrfidendal f;estricb�d
OurG'otrtmid°i7ent 7--1