R-2022-039 - 2/10/2022 RESOLUTION NO. R-2022-039
WHEREAS, the City of Round Rock ("City") desires to purchase maintenance and support of
dispatch radio consoles and towers and for Aviat microwave services for the Police Department; and
WHEREAS, Houston-Galveston Area Council ("IIGAC"), acting as the agent for various local
governmental entities who are "End Users" Linder Interlocal Agreements, including the City, has
solicited proposals for radio conimunications equipment, in accordance with the competitive
procurement procedures of Texas law; and
WHEREAS, Motorola Solutions, Inc. is an approved vendor of I IGAC pursuant to Agreement
#RAO5-18 for radio communications eqUipinent- and
WHEREAS, the City desires to purchase maintenance and Support of dispatch radio consoles
and towers and for Aviat microwave services frorn Motorola Solutions, Inc.,Now Therefore
BE IT RESOLVEDBY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That (lie Mayor is hereby authorized and directed to execute on behalf of the City Services
Agreements with Motorola Solutions, Inc., a copy of'said agreements being attached hereto as ["xhibit
"A" and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that Such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof'were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551 Texas Government Code, as amended.
RESOLVED this I Oth day of 1,7ebruary, 2022.
CRAIG�ORG
Mayor
ocl
City of' Zo ock, Texas
ATTEST: 0
�)1111A'Idj �_ (I I n4_
MEAGAN i) NK§, Cit4 Clerk
0112 20222,
EXHIBIT
"A"
4101), MOTOROLA SOLUTIONS SERVICE AGREEMENT
500 VY Monroe Street Quote Number : Quo,rE-1454417
Chicago, It-. 60661 Contract Number: USCO00008713
(888) 325-9336 Contract Modifier: R04-OCT-2021
Date: 10/13/2021
............. __11111----—-----..__ _.._..w.._. .
Company Narne: ROUND ROCK, CITY OF Required RO.
Custorner#: 1012673283
Attn: Bill to Tag 4 :
Billhg Address: 212 COMMERCE BLVD Contract Start Date 01-Oct-2021
Contract End Date 30-Sep-2022
City, State, Zip: POUND ROCK,TX,78664 Anniversary Day Sep 30th
Customer Contact: Payment Cycle ANNUALLY
PO 4
Phofw
..............
Qty Service Name Service Description Extended Amt
SVC0 I SVC2012C CON FRACTADMINISTRAI ION SERVICE $9,800.00
.................
Subtotal-Recurring Services $8,1667 so,80uoi
Subtotal-OneTirne Event Services $0.00- $0,00
TOt2l $8116.67 $9,800,0()
.............. ................
11415 SEW CE AM 0 U NT IS 8 U BJEC I"TO S I ATE AND LOCAL TAXING J U R I SO I C11ONS%NH E:l R E
APPLICABLE,TO BE VERIFIED BY MOTOROLA
....................................... ..............
SPECIAL INSTRUCTIONS�
ConIiact as per 14GAC AR05-21 agree meril.
I received Statements of Work that describe the services provided on this Agreement. Motorola's Service Terms and
Conditions, a copy of which is attached to this Service Agreement, is incorporated herein by this reference.
...........
AUTHORIZED CUSTOMER SIGNATURE TITLE DALE
CUSTOMER(PR- lN1- NAME)
........... .........-
MCYFOROLA REPRESENTATIVE(SIGNATURE) TITLE DAFE
........... ............................. ...............w ..
mo,rOROLA REPRESENTAT]VE(PRINT NAME) PHONE
A010TOROLA SOLUTIONS SERVICE AGREEMENT
500 W Monroe Street QUote Number QUOTE-1454417
CWcago, IL. 60661 Contract Nurnber. USCO00008713
(888)325-9336 Contract Modifier: R04-OG-r-2021
Company Name ROUND ROJ" <, CITY OF
Contract Nuniber: USCO00008713
Contract IV ocher R04-OCT-2021
Contract Start Date 0 1-Oct-2021
Contract End Date 30-Sep-2022
0 AffOrOHOLA SOLUTIONS SERVICE AGREEMEN'r
500 W Monroe Street Quote Number : QUOTE-1454417
Chicago, IL. 60661 Contract Nail ed: USC0000087'13
(888)325-9336 Contract Modified': R04-OCT-202,1
Service Terms and Conditions
Motorola solutions Inc.("Motorola")and the customer named in this Agreement("Cuslorner")hereby agree as follows;
Section 1,APPLICABILITY
These Maintenance Sei vice Tef ioS and C'
'011(fitionf;apply to Se
'Irvice contracts wheroby Motorola will provide to CUSIOMOrcithor(1)maintenance,support,or
other Services under a Motorola Service Agreement,of(2)installation services under a Motorola InsUallafiorl Agreement,
Section 2.DEFINITIONS AND INTERPRETATION
2.1 "Agieerniont"uwairs those Maintenance Service,Terms and Conctitionsi;file covet page for"the Service Agfeemaml or the Installation Agteefnerfl,a.,;
applicable;and any other attachments,all of which are incorporated herein by this reference. In interpreting lhis Agreement and resolving any ambiguffies,
these Maintenance Service Terms and Conditions take precedence over any cover page,and the cover page takes precedence over any rulachinwils,
unless lhe cover page or ittacliment states otherwise.
2.2 "Equitirnent"means the equipment that ss specified in trip attachments 01'iS SUbsequendy added to this Agreement.
2.3 "Servicet"moans those installation,Trainilonance,sr4oport,training,and other services described in this Agreement,
Soction 3.ACCEPTANCE
Customer accepts those Maintenance Service Terms and Conditions and agrees to pay the prices set forth in the Agreement, "]his Agreement becomes
binding only when accepted in writirrpp by Motorola. The terrn of this Agroeme
_11t begins off the"Start Date"indicated In this Agreement,
Section 4.SCOPE OF SERVICES
4.1 Motcroia 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',.;request,Motorola may also provkle additional services oat.Motorola's then-applicable rates for the services.
4.2 H Motorola is providing Services for Equipment,Motorola l)arrf%or parts of equal quality will be Used;the Equipment will he serviced at levels set forth
in the manUfaCtUrIsr'S product Manuals;and routine service procedures,that are prescribed by Motorola will be followed
4.3 if CLiGl0n1Cr purchases from Motorola additional equipinuit that becomes part of the sarne systern as the initial Equipment,the additional eqUiptrient
may be added to Ihis Agreement and will be billed at the applicable fates after the warranty for that additional equipment expires,
4.4 All Equipment rnr4t be in good working order on the Start Date or when additional equipment is added to the Agreerrienrl. Upon reasonable ri by
Molorota,Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any
Equipment is lost,damaged,stolen or taken out of service. Customer's obligation to pay Service fees for this Equipment will temninate of the vii of the
month in which Motorola receives the written notice.
4.5 Customer must specifically identify any EqUipalent that is labeled 4rirlirisically safe for use in hazardous environments,
4.13 If Equipment cannot,in Motorola's reasonable opinion,be properly or economically serviced for any reason,Motorola may modify the scope of
Se
, rvic: s retated to that Equipment;remove trial Equipment from tire Agreernorft",or increase Vie,price to Service that Equipment,
4.7 Customer must promptly notify Moloroia of any Equipment failure. Motorola will respond to Customer's noffication in as manner consistont With the
level of Service purchased as indicated in this,
Section&EXCLUDED SERVICES
5.1 Service excludes the repair or mplacemw)t of Equipinew that has becoine,detective or darnaged from use!if other Man the normal,customary,
intended,and authorized manner;use not in compliance wRh applicable kndustry standard%excessive wear and lear;or accidaril,liquids,power surges,
regtect,acts of God or other fords majeure events.
51.2 Unless specificaRy included in this Agreement,Service excludes items that are consumed in the norri operation of the Equipment,such as batterlcs
or magnetic tapes.:upgrading or,reprograjurning Equipfncnt;accessories,b air clips,battery chargers,custom or special products,rnodified units,or
software;and repair or inaintenance of any transmission[in,-,antenna,microwave equipment,lower or tower lighting,duplexer,corobiner,or rriullicoupler.
Motorola has im obligations for any Irafisrifission medium,such as telephone tines„crnnpulor neiivorks,the intefflot(x the worldwide web,or for Equipment
nfalft friction caused by the transmission rifediorn,
0 AOTOrOROLA SOLUTIONS SERVICE T"
500 W Monroe Street Quote Number ; QUO E-14544'17
Chicago, It_,60661 Contiact Number: USCCbQl3O08713
(886) 325-9336 Contract Modifier: t 4-OCT-2021
Section C.TIME AND PLACE',C3'E SERVICE
Service will be provided rat the location^sperttiied In this Agreement. When Motorola perforni�s service at C UStorrmr's location,Customer will provide
Motorola,at aro c�haige,a non-haa'<ardaris work onviaonmeant with adequate shelter,heat,light„and power and with full and freta access to the i gutpment,
°enviers of tlrahitlty from Mocrola or Its subcontractors wilt not be Imposed as a site access requirement, Customer will provide all inforniation p erla;aining to
the hardware,and software elements of any system whin which the EgUipment is interfacing so that Motorola maay pwforrn its Services. Unless otherwise
stated in this Atdreerrnraet,than houni of Service will be 8:30 a,rn.to 4;30 p.rn.,local firne,excluding weekends;and hofldays, Unless otberwiso,staled to this
Agreement,than price for that Services exclude any charges or expenses associated with heticapter or other unusual ar cess reetuireaunents;if Illoser chrarq as or
expe_rse are feasaonably aricnued by Motorola In rendering Phe Services,Custonler agrees to reimburse,Motorola for those,charges and expenses.
Sanction 7.CUSTOMER CONTACT
Customer will provide Motorola with designated Points Of contact('list of naraaes and phone numbers)that will be aavailable twwity-four(2E4)hours per day,
seven(7)days per week,and in uccafaation procedure to enable Customer's personnel to rnatntain contact,as needed,with Molorcht..
Section 0.INVOICING AND PAYMENT
8.1 Custorner affirms that as ptuchasr order or notice to proceed Is not required for the duration of this service contract and will appropriate funds each
yearthrough the contract erred date.Unless afternative payment terms are stated in this Agreement,Motorola will invoice Customer In advance for each
payment period,All other charges will he billed monthly,and Guslomer must pay each Invoice in U.S.dollars,wfthPi Iwenty(20)days of their Invoice cerate
8,2 (uA stornerwill relinbr(rse Motorotra for alt property taxes,sates and rase taxes,excise taxes,and other taxes or assns nients°that are levied as a aesult
of Services rendered under this Agree*Ment(except income,profit, and franchise taxes of Motorola)by any governmental ontlty.l he C;ustomerr will pay all
invoices as rrcnive.d from Motorola.At the time of execuFor of this Agreement,the Customer will provide all necessary reference information to include on
Invoices for-payment in accordance-with chis AgreemeTrl.
83 For m illi-year service,agreements,at the end of the first year of the Agreement and each year themafter,a CH perceentage c,haaaga,caalculattcan stiaall
be,paetforaned using!tree WS.DepAarlment of Labor,C:onsurner Price index,aH Items,Unadjusted Urban Areas(C ill-U). Should the annrial inflation rate
Increase asea greater than 3%du6ng the previous year„Motorola shalt have the,right to increase alt future mainlenanm,:prices by IhcCI-11 Increase amount
exce oding 3% All items,not seasonally adjusted shark be used asthe rneasu e of CM for this price ad,jusiurrent.Mea<srrroanee11t will take place once the
auannal average for the new year has been posted by the Bureau of Labor Stafistics,For purposes of ahustratton,if in year 5 the CP1 reported an increase of
8%w,MolcroPaa may increaase the Year,6 price by 5%(8%-3'"!e,base:).
Section 9.WARRANTY
Molorclaa warrants That its Services under this Agreement wall be free of defects.In materials and worlmarrship fora period of ninety(90)clays 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
rrcrir cxrrrfrarr roanfq Service or to refund,on as pro-rata basis,the fens paid for the non-conformlang Service. M01 OROLA D: SCLr'4WS ALL 011 IER
WARRANTIES,l;XINRESS ON IfFaf"t.II',Dl iNC;LUIDINC3 THE IMi'LIED WARRANTIES OF MERCi-CANTABILITY AND FITNESS FC)It A I'IAR11C,ULAi"8
PUIrRP(..:)SE.
Section 10.DEf=AUL:TPTERMINATiON
'10.1 If either party dcef<aul(s in the perforry ancc of this Agreement,the other paarly w ll give to the non-perforrwoing party as written and detailed notice of the
default. The,iron-porforming party will have thirty(30)days thereafter to provide a written plan to cure the default that is acceptable to She Cather party and
begin Implementing the;cure falcon imine-*ediatealy after plan approval, IfPie non-performing party falls to provide or implenncmt the curse plan,then the'Inlureaad
party,in addition to any other rights available to it under law,may immediately terminate this Agreement etf'eciive capon giving a written notice of termination
to the defaultrny PEI a°ty.
101.2 Any terininatton of this Agreement will not relieve either party of obligations pr viously incurred pursuant to this Agreement,including payments which
may her clue and awing at the Bane of tenninalion. tali suras owed by Customer to Motorola will become due and payable iu1rraCdi0t6Iy Lalaorr tentelrr.atioa"a Of
this Agreement. Upon the r ff'aechvee(hate of termination,Motorola will have no further obligation to provide,Seavices,
10„3 If that C,uMome.i1enrilirates than Agrearnee+nt before the nerd of the Term,for any reason otherthan Motorola default,then thae C;uo,tcir'nm.r will pay to
Motorola an early turminatkin fear equal to the discount;applied to the last three(3)years of Service payments for the original"loon.
Section 11.LIMITATION OF LIABIILiTY
Except for personal Injury or death,Motorola's totaal lability,whether for tareach of contract,warranty,negligence,strict tiurtrility in Icrt,or olhorwiwc,will be
limited to the;direct cdwriaagees recoverable under law,but not to exceed the price of twelve(12)months of Servtc>e provided under this,Agreement.
0 MOTOROLA SC-)LUTIONS SERVICE AGREEMENT
500 W BMonroe Street Quote Number : QUOTE-1454417
Chicago, IL. 60661 Contract Number: JUSC000008713
(888) 325-9336 Contract It R04-OCT-2021
ALiHOLJ( VFHE PAR11E.S ACKNOWLELYSE]HE POSSIBILITY OF SUCH LOSSESOR L)AtvIAGE,9,,"T't1LYA(',AL-.E ITIAr M01GROLAWILL.NO I H;:
LIABLE FOR ANY COMMERCIAL LOSS-1 INCONVENIENCE1,OSS OF TiME,DATA,(,OOD WILL,REVENUES,PROF]i I'S OR SAVINGS�U�
OTHER SPECIAL,RIC'IDENIAL,INDIREC1,ORCOWSEQUENIIAL DAMAGES IN ANY WAY RELkiED TO OR ARISING FROM IlitSAGREEME14"I"OR
Tl IE PERF"ORMANCE OF SERVICES BY MOTOROLA PURSUANT TOTHIS AGREEMENT' No action for contrast breach or ctrierwise relating to the
transactions c.onlerriplated by this Agrooillent may be brought more than one(1)year atter 1haaculfal of tura cause of action,except for money dUe Upon an
ofnm account, This limitation of liabifity willqurvive Ole expiraftn or terni4vition of Ihis Agreement and applies notwithstanding any contrary provision.
Secflon 112.EXCLUSIVE TERMS AND CONDiTIONS
12.1 1 Ns Agreonictra,supersedes all prior and concurrent agicernents and Understandings between the partleg,%rhetherwritten or oral,related to the
Set-Oces,ard Hoerr;are r1c)agmernenIs or conceTNng the subject matter of this Agreement except for these exp(essed hert-lin. 'The
Agreenront nary not be amended or modified except by a written agreement signed by aUlholized representatives.of botil parties.
12,2 Guslomer agroes to referenc.e this Agreement on,tmy purchase order issued in furtherance of this Agrement,however,an orlrjjs,,,jarj of the reference
to tHs Agreement wiH not affect its applicability. in no event will ciflier party be bound by any terrns contained in a Customer purchase order,
ackrmledgement,(ti other writings,UIIIESS:tile pUrChaSO er(h.,.r,acknowledgement,or other wflifing specifically refo s to this Agmenient;clearlyindicalethe
intention of both parties to override and modify this Agreement;and tile purchase order',acknow1c,,dgernent,or olherwriling is sgned by authorfzed
roprosenlahves of both parties.
Section 13.PROPRlETARY lNFORNIATION;CONFIOENTIALITY;INTELLECTUAL PROPERTY RIGHTS
13.1 Any informal lon or id data fn the fornr of spe cif cat ions,d uming s,reprints,technical Information or a th emise fu rt ii s tied 10 C Ustorne r und er dais
Agreement will reniain Motorola's property,will be deemed prol.,,rfetary,wT be kept confidential,ard wilt be promptly returned at Motorola's reClUest.
Custornor may not disclose,without Motorcla's,written pnrolisMon or as requirod by law,any confid(mitW information ordala to any ponson,or use
confidenbal inforniallon or data for any puipose other than perfonning its obligations under this Agleemeni. Tbe obligations set forth in this Section suivive
the expiration or termination of this Agreement,
132 thiless(,,NeTwise agreed in writing,no commercial or tedintcal infounntion disclosed inzany manner or at any limp,by Custorner to Molorola Wit be
deemed secret at confifrienfial Molorola w]l have no obligation to provide Customer with access to its confidential and proplielary information,including cost
and p0cing data.
113 This Ag reemen I doers not grant diroCily Or by irnpiicaalion,estopp(q,or Oil Prwtse,any ownership rig lit or lice noe under array Motorola patent,copyngjrlt.
trade,Secret,or olhel intellectual property,including any ink"flectual property ctuated asa IeSWI,of rye R,Wled U)the Equfirment sold w 3('WiCeS pseerfnrrracaet
under this Agreenleat.
Section-14.FCC LICENSES AND OTHER AUTHORIZATIONS
Custonloris Solely lesporlsiblu for ubtaiNngl hcunsLs w othei aUfljadZajiorjS raquired by the Federal Communications commission or arry cuml fedelai,
state,or local government agency and for complying w4h all rules and regulations roquired by governmental agencies. Neither Motorola nor any of uts
employce,s,is an agent or representative of Glr�qlormr in any governmental matters,
Section 15,COVENANT*NOT TO EMPLOY
Du6ng the term of this Agreement and con6nuing for a period of two(2)years thereafter,Customer will not hire,enga(I a on conlracl,solicit the employment
of,or recommend enriploymcrit to ally third party of any employee of Motorola or its SLA)COT)traCtor,
,�without lhe pdorwdttcn 8W3a0riZ0tk)ll Of M0(0101a. This
Provision applies only to those eroployees of Motorola or its subcontractors who are responsible for rendering servk-,eS Under this AgrepAnent. If this,
Pf'OViSiOn is found to be overly broad undLjr appkable 1mv,it will be modifkM as necessary to conform Inapplicable law.
Section 16,MATERIALS,TOOLS AND EQUIPMENT
Ali tcols,NiHilmnert,cfics,gauges,models,drawings or other maletials paid for or furnished by Motorola for the purpose of this Agreement wAl be and
remain the sole property of Motorola. CWtOMPI will ,,afeguaid all such property while it is in Customer's custody at,control,be liable for any loss or ltiunage
This property will be hold by Custon,ior for Motorola's use without charge and inay be removed from
prernises by Motorola at any firve withoist rostrictiom
Section'17.GENERAL TERMS
17,11 If any cult renders,any ponlon of this Agreement unenforceable,the remaining lentis will continua:fit fuR force and effect.
17.2 This Agreement and the rights and shorties of the battles will be interpreted in accordance vilth Ple laws of the State in which the Services are
117.3 l4iure to exercise any right will not opNatc as a waivcr of Mat dght,power,or privilcge.
aMOTOROLA SOLUTIONS SERVICE AGREEMENT
500 W Monroe Street QLlote Number QUOTE:-1454417
Chicago, IL- 60661 Contract Number: USCO00008713
(888) 325-9336 Contract Modifier: R04-OCT-2021
17.4 Neitherparlyis liable fordelays ortaco;ofperformance resuft4igIroru any CaLlSeS 111,11 are beyonciftat party's reasonaWe control,such asslfikes,
inater Ral shortages,or acts.,of God.
17.15 Motorola may subcontract any of the work,bid subcontracting YMI nor rellove M otorokl of its,duties,under this Agreement.
17.6 Except as provided bprein,,neither Party way assign this Agreeawrit or any of its rights or obligations heroundor wIlhout the priorwritten consent of
ilia olherflarty,which conwrit wirl riot be unreasonably wflhheld. Any ationipted assifinnient,dolegafian,or hansfor vAthcut the necessary consent will be
veld. NoWflistarlding the forgoing,Motorola may assign this Agreement to any of its affihates or its right to receive payinent without the prior consent of
Custorner.In addition,in the event Motorola separates one or more of its businesses(each a"Separated Business"),whether by way of a sale,
establishment of as joint venture,spin-off or otherwise(each a"Separ allon Event"),Motorola rony,without the pdor-wfitten consent of the other Party and at
no addiflorini cost to Motorola,assign this Agreenr)p
snt such that it will continue to benefif the Separated BUSineSS and its affiliates(ond Motorola and its
affiliates,to the exlent applicable)following the Sisparalforl Event,
17,7 THIS AGREEMENT WILL RENEW,F014 AN ADDII IONAL.ONE(1)YEAR I ERM,ON EVERY ANNIVERSARY OF THE START DATE UNLESS
OTHER T'jTI=COVER PAdE SPECIT'l C ALLY STATES A-TERMINKHON DATE OR CAME-FIAR-fY NOTIFIES OTHER IN WRITINC3,OF ITS INTENTION
TO DISGON I INUET HE Ai3Rf`.EMLN r NOT LESS T I-IAN THIRTY(30)I)AYS OF TI-Wr ANNIVERSARY DATE. At the anniversary date,Motorola may
adjust the price Of file Serviices to reflect its current rates.
17.8 If Motorola provides Services after the termination or expiraticri of this Agreement,the lorrns and conditlon!,,in effect at file tirne of Ilia termination or
expiration will appiy to th000 Services and Guslomor agrees to pay for Ifiose son ices on as tirne and niatedais basis at folotorcla's,lhen eff6c6va hourly rates.
17.9 "1 his Agreement may be exeoUted ill one or more counterparts,all of which shall be considered part of the Ajreement.'Tile partleq rnay execute Vils
Agreement in willing,or by electronic signature,and airy such electronic.signature shall have the same legal effect as a handwritten signature for(lie
purposo's of validity,enfonx-,,ability and admissibility In additimi,an elentronlc signature,a true and correct faasirnfle copy or computer image of this
Agreement shall be trealpd as and Miall have tire same effect as an original signed copy of This document.
Revised June 16,Jia 18
0 MOTOROLA SS SERVICE AGREEMENT
500 W Monroe Street Quote Number : QUOTE-1454436
Chicago, 1L, 60661 Contract Number: USC00,0007503
(888) 325-9336 Contract Modifier: IR01-00CT-2021
Date: 11/18/2021
Company Name! ROUND ROCK POLICE DEPT Required P.O.
Custorner# : 1012664935
Attn: Bill to Tag# :
Billing Address: 221 E MAIN ST Contract Start Date 01-Oct-2021
Contract End Date 30-Sep-2022
City, State, Zip: ROUND ROCK 1 TX, 78664 Anniversary Day Sep 30th
Customer Contact: Payment Cycle ANNUALLY
PO#1
Phone',
Qty Service Name Service Description Extended Amt
SVCO2SVC0127A NICE GOLD PACKAGE $51,2!66.25
SVCO2SVCO201A ASTRO SUA 11 UO IMPLEMENTATION SERVICES $0,00
SVCO23VC0344A RELEASE IMPLEMENTATION TRAINING $0,00
SVCO2SVC0343A RELEASE IMPAC"TTIRMNING $0.00
SVC04SVC01 69A SYSTEM UPGRADE AGREEMENT 11 $25,107,43
SVCO2SVC0433A ASTRO SUA 11 FIELD IMPLEMENTATN SVC $1,107,64
LSV0lS01109A ASTRO SYSTEM ADVANCED PLUS PACKAGE $52,307.69
Subtotal-Recurring Services $10,815.75 $129,789.01
Subtotal-One-Time Event Services $0.00 $0.00
Total $10,815.75 $129,789.01
THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING JURISDICTIONS WHERE
APPLICABLE, O BE VERIFIED BY MOTOROLA
SPECIAL INSTRUCTIONS:
Contract as per HGAC AR05-21 Agreement
Please submit a PO for$119,989.01 as we have a$9,800 credit being applied to this C011tracl,
I received Statements of Work that describe the services provided on this Agreement. Motorola's Service Terms and
Conditions, a copy of which is attached to this Service Agreement, is incorporated herein by this reference.
............
AUTHORIZED CUSTOMER SIGNATURE TITLE DATE
....... WW
....lr-..................................... ...........
CUSTOMER (PRINT NAME)
AOFOrOROLA SOLUTIONS SERVICE, AGREEMENT
500 W Monroe Street Quote Number : QUOTE-1454436
Chicago, 1L. 60661 Contract Number: USC000007503
(888) 325-9336 Contract Modifier-, R01-OCT-2021
.................. ........r_. ---- ................... .............. ................ ......
MOTOROLA REPRESENTATIVE(SIGNATURE) TITLE DATE
..................
MOTOROLA REPRESENTATIVE(PRINT NAME) PHONE
Company Name .- ROUND ROCK POLICE DEPT
Contract Number USCO00007503
Contract Modifier R01-OCT-2021
Contract Start Date 0, 1-Oct-2021
Contract End Date 3, 0-S,ep-2022
0 lffOrCROLA SOLUTIONS SERVICE AGREEMENT
500 W Monroe Street Quote lumber : QUOTE-1454436
Chicago, IL. 60661 Contract Number: USCO00007503
(888) 325-9336 Contract Modifier: R01-OCT-2021
Service Terms and Conditions
Motorola Solutions Inc.("Motorola")and the customer named in this Agreement("Customer")hereby agree as follows:
Section 1.APPLICABILITY
These Maintenance Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer either(1)maintenance,Support,or
other services under a Motorola Service Agreement,or(2)installation services under a Motorola Installation Agreement.
Section 2.DEFINITIONS AND INTERPRETATION
21 "Agreement"means these Maintenance Service Terms and Conditions;the cover page for the Service Agreement or the Installation Agreement,as
applicable;and any other attachments,all of which are incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities,
these Maintenance Service Terms and Conditions lake 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 addedd,to this Agreement.
2.3 "Services"means those installation,maintenance,support,training,and other services described in this Agreement.
Section 3,ACCEPTANCE
Customer accepts these Maintenance Service Terms and Conditions and agrees to pay the prices set forth in the Agreement. This Agreement becomes
binding only when accepted in writing by Motorola. The term of this Agreement begins on the"Start Date"indicated in this Agreement.
Section 4.SCOPE OF SERVICES
4.1 Motorola will provide the Services described in this Agreement or in a more detailed statement of work or other document attached to this Agreement.
At Customer's request,Motorola may also provide additional services at Motorola's then-applicable rates for the services,
4.2 If Motorola is providing Services for Equipment.Motorola parts or parts of equal quality will be Used;the Equipment will be serviced at levels set forth
in the manufacturer's product manuats;and routine service procedures that are prescribed by Motorola will be followed
4.3 If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial Equipment,the additional equipment
may be added to this Agreement and will be billed at the applicable rates after the warranty for that additional equipment expires.
4.4 All Equipment must be in good working order on the Start Date or when additional equipment is added to the Agreement. Upon reasonable request by
Motorola,Customer will provide a complete serial and model number list of the Equipment. Customer Must promptly notify Motorola in writing when any
Equipment is lost,damaged,stolen or taken out of service. Customer's obligation to pay Service fees for this Equipment will terminate at the end of the
month in which Motorola receives the written notice.
4.5 Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments.
4.6 It Equipment cannot,in Motorola's reasonable opinion,be properly or economically serviced for any reason,Motorola may modify the scope of
Services related to that Equipment;rernove that Equipment from the Agreement;or increase the price to Service that Equipment.
4.7 Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the
level of Service fm[CIrrased as indicated in this,
Section S.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,bell clips,battery chargers,custom or special products,modified units,or
software,and repair or maintenance of any transmission line,antenna,microwave equipment,tower or tower lighting,dUplexer,combiner,or multicoupler.
Motorola has no obligations for any transmission medium,such as telephone lines,computer networks,the internet or the worldwide web,or for Equipment
malfunction caused by the transmission medium.
MOrOROLA SOLUTIONS SERVICE AGREEMENT
500 W Monroe Street Quote Number : QUIOTE-1454436
Chicago, IL. 60661 Contract.Number: USCO00007503
(68$) 325-9336 Contract Mod'ufier: R01-OCT-2021
Section B.TIME AND PLACE OF SERVICE.
Service will be provided at the location specified in this Agreement. When Motorola perlorms service at Customer's location,Customer will provide
Motorola,at no charge,a non-hazardous work environment with adequate shelter,treat,light,and power arid 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 Gmusual 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 narnues and phone numbers)that will be available twenly«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.INVOICING AND PAYMENT
8.1 Customer affirnrs that;a purchase order or notice to proceed is not required for the duration of this service contract and will appropriate funds each
year through the contract end date.Unless alternative payment terms are stated in this Agreement,Motorola will invoice Customer in advance for each
payment period.All other charges will be billed monthly,and Customer must pay each invoice In U.S.dollars within twenty(20)days of the invoice date
8.2 Customer will reimburse Motorola for all property taxes,sates 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.The Customer will pay all
iinv6ces as received from Motorola.At the time of execution of this Agreement,the Custorner will provide all necessary reference information to include on
invoices for payment in accordance with this Agreement.
8.3 For multi-year service agreements,at the end of the first year of the Agreement and each year thereafter,a CPI percentage change calculation shall
be performed casing the U.Si,Department of Labor,Consumer Price Index,all Items,Unadjusted Urban Areas(CPII-U). Should the annual inflation rate
increase greater than 3%during the previous year,Motorola shall have the right to increase all future maintenance prices by the CPI increase amount
exceeding 3%. All items,riot seasonally adjusted shall be used as the measure of CPI for this price adjustment.Measurement will take place once the
annual average for the new year has been posted by the Bureau of Labor Statistics.For purposes of illustration„if in year 5 the CPI reported an increase of
8%.Motorola may increase the Year 6 price by 5%(8%-3%base).
Section 8,WARRANTY
Motorola warrants that its Services under this Agreement will be free of defects in materials arid workmanship for a period of ninety(90)days from the date
the performance of the Services are completed. In the event of breach of this warranty,Customer's sole remedy is to require Motorola to reperform 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
P'URPOSE,
Section 10.DEFAULTtTERMIINATION
10.1 If either party defaults in the performance of this Agreement,the anther party will give to the non-performing party a written and detailed notice of the
default. The non-performingg 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 frights available to it under law,may immediately terminate this Agreement effective upon giving a written notice of termination
to the defaulting party.
10.2 Any termination of this Agreement will riot relieve either party of obligations previously incurred pursuant to this Agreement,including payments which
may be due and owning at the time of termination, All SLIMS owed by Customer to Motorola will become due and payable immediately capon termination of
this Agreement. Upon the effective date of termination,Motorola will have no further obligation to provide Services.
10.3 If the Customer terminates this Agreement before the end of the Terrrt,for any reason other than Motorola default,then the Customer will pay to
Motorola an early termination fee equal to the discount applied to the last three(3)years of Service payments for the original Term.
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 tate direct damages recoverable under law,but not to exceed the price of twelve(12)months of Service provided under this Agreement.
I
0 MOTOROLA SOLUTIONS SERVICE AGREEMENT
500 W Monroe Street Quote Number : QUOTE-1454436
Chicago, 1L. 60661 Contract Number: USCO00007503
(888) 325-9336 Contract Modifier: 1 01-OCT-2021
ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES,THEY AGREE THAT MOTOROLA WILL NOT BE
LIABLE FOR ANY COMMERCIAL LUSS;INCONVENIENCE;LOSS OF USE,TIME,DATA,GOOD WILL,REVENUES,PROFITS OR SAVINGS;OR
OTHER SPECIAL,INCIDENTAL,INDIRECT,OR CONSEQUENTIAL DAMAGES IN ANYWAY RELATED TO OR ARISING FROM THIS AGREEMENT OR
THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMEN]". No action for contract breach or otherwise relating to the
transactions contemplated by this Agreement may be brought more than one(1)year after the accrual of the cause of action,except for money due upon an
open account. This limitation of liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision.
Section 12.EXCLUSIVE TERMS AND CONDITIONS
12.1 This Agreement supersedes all prior and concurrent agreements and understandings between the parties,whether written or oral,related to the
Services,and there are no agreements or representations concerning the subject matter of this Agreement except for those expressed herein. The,
Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties.
12.2 Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement,however,an omission of the reference
to this Agreement will riot affect its applicability. In no event will either party be bound by any terms contained in a Customer purchase order,
acknowledgement,or other writings unless:the purchase order,acknowledgement,or other writing:specifically refers to this Agreement;clearly indicate the
intention of both parties to override and modify this Agreement;and the purchase order,acknowledgement,or other writing is signed by authorized
representatives of both parties.
Section 13.PROPRIETARY INFORMATION;CONFIDENTIALITY;INTELLECTUAL PROPERTY RIGHTS
13.1 Any information or data in the form of specifications,drawings,reprints,technical information or otherwise furnished to Customer under this
Agreement will remain Motorola's property,will be deemed proprietary,will be kept confidential,and will be promptly returned at Motorola's request.
Customer may not disclose,without Motorola's written permission or as required by law,any confidential information or data to any person,or use
confidential information or data for any purpose other than performing its obligations under this Agreement. The obligations set forth in this Section Survive
the expiration or termination of this Agreement.
13.2 Unless otherwise agreed in writing,no commercial or technical information disclosed in,any manner or at anytime by Customer to Motorola will be
deemed secret or confidential. Motorola will have no obligation to provide Customer wrath access toils confidential and proprietary information,inCkriding cost
and pricing data.
113 This Agreement does not grant directly or by implication,estoppel,or otherwise,any ownership right or license Linder any Motorola patent,copyright,
trade secret,or other intellectual property,including any intellectual properly created as a result of or related to the Equipment sold or Services performed
under this Agreement.
Section 14.FCC LICENSES AND OTHER AUTHORIZATIONS
Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission or any other federal,
state,or local government agency and for complying with all rules and regulations required by governmental agencies. Neither Motorola nor any of its
employees is an agent or representative Of Customer in any governmental matters.
Section 15.COVENANT NOT TO EMPLOY
During the term of this Agreement and continuing for a period of two(2)years thereafter,Customer will not hire,engage on contract,solicit the employment
of,or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of Motorola, 'This
provision applies only to those employees of Motorola or its Subcontractors who are responsible for rendering services Under this Agreement. If this
provision is found to be overly broad under applicable law,it will be modified as necessary to conform to applicable law..
Section 16.MATERIALS,TOOLS AND EQUIPMENT
All tools,equipment,dies,gauges,models,drawings or other materials paid for or furnished by Motorola for the purpose of this Agreement will be and
remain the sole property of Motorola. Customer will safeguard all such property while it is in Customer's custody or control,be liable for any loss or damage
to this property,and return it to Motorola upon request. This property will be field by Custorner for Motorola's use without charge and may be removed from
Customer's premises by Motorola at any time Without restriction.
Section 17.GENERAL TERMS
17.1 If any court renders any portion of this Agreement unenforceable,the remaining terms will continue in full force and effect.
17.2 This Agreement and the rights and duties of the parties will be interpreted in accordance with the laws of the State in which the Services are
performed,
17.3 Failure to exercise any right will not operate as a waiver of that right,power,or privilege.
SOLUTIONS SERVICE AGREEMENT'
500 W Monroe Street Quote Number : QUOTE-11454436
Chicago, II_, 60661 Contract Number: USC000007503
(888) 32.5-9336 Contract Modifier: ROI-OCT-2021
17.4 Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party's reasonable control,such as strikes,
material shortages,or acts of Grad..
17.5 Motorola may Subcontract any of the work,but subcontracting will not relieve Motorola of Its duties under this Agreement.
17.6 Except as provided herein,neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of
the other Party,which consent will not be unreasonably withheld. Any attempted assignment,delegation,or transfer without the necessary consent will be
void. Notwithstanding the foregoing,Motorola may assign this Agreement to.any of its of ifiates or its right to receive payment without the prior consent of
Customer.In addition,in the event Motorola separates one or more of its businesses(each a"Separated Business"),whether by way of a sale,
establishment of a joint venture,spin-off or otherwise(each a"Separation Event"),Motorola may,without the prior written consent of the other Party and at
no additional cost to Motorola,assign this Agreement such that it will continue to benefit the Separated Business and its affiliates(and Motorola and its
afTlrates,to the extent applicable)following the Sepamal'ion Event,
17.7 THIS AGREEMENT�VVILL RENEW,FOR AN ADDITIONAL ONE(1)YEAR TERM,ON EVERY ANNI'V'ERSARY OF THE START DATE UNLESS
EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION
TO DISCONTINUE THE AGREEMENT NOT LESS THAN THIRTY(30)DAYS OF THAT ANNIVERSARY DATE. At the anniversary date,Motorola may
adjust the price of the Services to reflect its current rates.
17.8 If Motorola provides Services after the termination or expiration of this Agreement,the terms and conditions in effect at the tame of the termination or
expiration will apply to those Services and Customer agrees to pay for those services on a time and materials basis at Motorola's then effective hourly rates.
17.3 This Agreement may Itre executed in one or more counterparts,ail of which shall be considered part of the Agreement.The parties may execute this
Agreement in writing,or by electronic signature,and any such electronic signature shall have the same Legal effect as a handwritten signature for the
purposes of validity,enforceability and admissibility.In addition,an electronic signature,a true and correct facsimile copy or computer image of this
Agreement shall Ibe treated'as and shall have the same effect as an original signed copy of this document.
Revised June 16,2018
i