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MASTER SERVICES AGREEMENT
This document, including each of the Schedules,signed Estimates,and Work Orders set forth on
the following Table of Contents (collectively,the "Agreement"), is confidential and proprietary
property of RTech Solutions,and it shall not be disclosed or duplicated, in whole or in part,without
the expressed, prior written consent of RTech Solutions.
TABLE OF CONTENTS
Terms and Conditions
1. Key Term Definitions
2. Services and Engagement
3. Mutual Support and Cooperation
4. Customer Responsibilities
5. Fees
6. Term and Termination
7. Hardware
8. Warranties
9. Limitation of Liability and Indemnification
10. Confidentiality
11. Force Majeure
12. Miscellaneous
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13. Governing Law and Jurisdiction
14. Insurance
15. Intellectual Property
16. Compliance with Laws
TERMS AND CONDITIONS
This Master Service Agreement ("Agreement" or"MSA") is made effective as of the first invoice
date between Customer, and RTech Solutions, a Tennessee limited liability corporation, having its
principal place of business at 200 Jennings Ave., Knoxville,TN 37917 ("Company") (collectively,the
"Parties").
For valuable consideration,the receipt and sufficiency of which are acknowledged,the Parties
agree as follows:
1. KEY TERM DEFINITIONS
1.1 SERVICES: Refers to the tasks, activities,and work that Company agrees to perform for Customer
as specified in this Master Service Agreement and any associated Schedules or Statements of
Work ("SOW").
1.2 HARDWARE: Physical equipment, devices,or machinery utilized in conjunction with the Services
provided by the Company to the Customer.
1.3 SCHEDULE or STATEMENT OF WORK ("SOW"): A document attached to this Agreement outlining
the specific terms and conditions, including service descriptions,obligations,timelines,and Fees
for specific Services provided by the Company to the Customer.
1.4 ESTIMATE: A document prepared by the Company outlining specific pricing,terms of Services,
and other criteria for the Services requested by the Customer.
1.5 PURCHASE ORDERS: Documents issued by the Customer to authorize the purchase of Services
outlined in the Estimate and governed by this Agreement. Also a signed Estimate.
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1.6 AMENDMENTS:Written requests for changes to an existing Purchase Order or Statement of Work,
mutually agreed upon and signed by both parties and incorporated into this Agreement.
1.7 SERVICE TYPE: A unique Service provided by Company at request of Customer. Examples: Phone
Service, NOC Service, Managed IT Service, Depot Services, etc.
1.8 AGREEMENT: This Master Service Agreement, including all incorporated Schedules, Estimates,
attachments, exhibits, amendments,and Statements of Work ("SOW").
1.10 CONFIDENTIAL INFORMATION: Any non-public information disclosed by either Party to the other,
directly or indirectly, in writing,orally,or by inspection of tangible objects, marked or designated
as confidential,or reasonably understood to be confidential due to the nature of the information
or circumstances of disclosure, unless such disclosure is required by law.
1.11: CUSTOMER: The individual,entity, or organization entering into this Agreement to receive
Services from the Company.
1.12 DELIVERABLES: Tangible or intangible items produced or provided by the Company as specified
in a Schedule or SOW.
1.13: EFFECTIVE DATE:The date of the first invoice governed by this Agreement.
1.14 FEES: All charges, payments,or compensation payable by the Customer to the Company as
specified in any Schedule or SOW or signed Estimate.
1.15 FORCE MAJEURE: Any unforeseen event beyond the reasonable control of either Party, including
but not limited to natural disasters,wars, labor disputes, governmental restrictions, interruptions
in cellular network, or a power outage of more than two hours. .
1.16 INTELLECTUAL PROPERTY: All forms of intellectual property rights, including copyrights,
trademarks,trade secrets, patents, software, know-how, methodologies,and proprietary
information.
1.17 TERM: The period during which this Agreement remains in effect, beginning on the Effective
Date and continuing until terminated in accordance with the Agreement.
1.18 TERMINATION: The ending or cancellation of this Agreement or a particular Schedule or SOW in
accordance with the terms specified in this Agreement.
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2. SERVICES & ENGAGEMENT
2.1 Customer engages Company to provide Services as outlined herein, and Company agrees to
provide said Services.
2.2 Company shall provide Services as described in the applicable Statement of Work ("SOW")
attached as a Schedule to this Agreement and incorporated herein by reference. Each SOW shall
detail the specific Services to be provided, deliverables,timelines, and any other pertinent terms.
The Services Schedule shall govern all terms and conditions specific to the Services Customer has
engaged Company to provide. Customer may request multiple Service types from Company. For
each unique Service type provided by Company to Customer,the associated Service Schedule
will be incorporated into this Agreement.
2.3 Estimates & Purchase Orders: Upon request,Company shall provide an Estimate for Services to
Customer (or update an existing one),outlining the specific pricing,term of Services, Service start
date,and other specific criteria for Services for a Customer. Company will start drafting an
Estimate (or update an existing one) promptly and submit it to Customer within ten (10) business
days of Customer's request, unless both parties agree on a longer period. A Customer-signed
Estimate shall become a binding Purchase Order and incorporate by reference (and be subject
to) the terms of the Agreement, its Schedules,and applicable Statement of Work, unless and to
the extent such terms are expressly excluded in such Purchase Order.
2.4 Company shall perform Services diligently, professionally, and in accordance with industry
standards.
2.5 Amendments to SOW: Changes to a binding Purchase Order may be proposed in writing as an
Amendment by either Party and must be mutually agreed upon in writing and signed by both
parties. Each Amendment shall incorporate by reference (and be subject to) the terms of the
Agreement, its Schedules, and applicable Statement of Work, unless and to the extent such terms
are expressly excluded in such Amendment. Amendments are not intended and shall not be used
by Company or Customer to re-negotiate or otherwise change terms and conditions that have
been negotiated and set forth previously.
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Company will start drafting an Amendment (or update an existing one) promptly and complete it
within ten (10) business days of Customer's request, unless both parties agree on a longer period.
Company will make any requested changes that are reasonable and agreed upon by both
parties. The Amendment (or update) will only be valid when signed by both parties.
3. MUTUAL SUPPORT AND COOPERATION
3.1 Each Party shall designate key individuals to perform obligations under this Agreement and
shall cooperate fully with reasonable requests for assistance, otherwise timelines, deliverables,
pricing, and other details related to the Schedule or signed Estimate may be impacted.
3.2 Parties shall make diligent efforts to identify and resolve any issues promptly and equitably.
4. CUSTOMER RESPONSIBILITIES
4.1 Customer shall provide access to necessary information and property for Company to perform
its obligations.
4.2 Customer is responsible for care, physical maintenance,and exterior wired and wireless
connections of Company-owned (leased) or Customer-owned Hardware, if applicable, including
instructing and training all Customer employees or contractors concerning the proper physical
operation of the Hardware.
4.3 Customer shall make best efforts to correct any physical issues related to Hardware and
Services as soon as practicable. Physical maintenance, repair, and troubleshooting of Company-
owned Hardware should only be conducted at instruction of Company.
4.4 Customer-owned devices are not eligible for replacement or repair by Company. Devices
determined to be faulty must be replaced or repaired at Customer's expense.
4.5 Company-owned devices experiencing failure from electrical damage or damage determined
to be caused by Customer,Customer's employees or contractors, or Customer's environment
may result in additional charges for replacement or repair.
4.6 Company makes no warranties or claims regarding local permitting or licensing, or
construction permitting or licensing. As such, Company will not obtain local permitting or
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licensing,or construction permitting or licensing, and it is Customer's responsibility to determine if
Services provided by Company are an appropriate choice for their location prior to signing this
Agreement.
5. FEES
5.1 Company shall invoice Customer for Services rendered at agreed rates, plus authorized out-
of-pocket costs,at the term and frequency determined by a signed Estimate. All recurring
Services are invoiced prior to Services being rendered. All one-time Services are invoiced upon
individual Services being completed at Company's discretion. Hardware is invoiced FOB Shipping
Point upon shipment.
5.2 Customer shall pay invoices within the payment terms of the signed Estimate. Late payments
shall incur finance charges in accordance with the Texas Prompt Payment Act.
5.3 Company may charge for technician dispatches to provide on-site support with Customer's
written pre-approval.
5.4 Each Party shall pay applicable taxes.
5.5 Company's expenses shall be reimbursed as agreed upon in applicable written Schedule(s).
5.6 Any credits due to Customer shall be applied against future invoices or refunded within 60
days.
5.7 Disputed charges shall be resolved promptly and may be withheld until resolved at
Company's discretion and communicated to Customer, at which time Customer agrees to pay
outstanding charges within 10 business days.
5.8 Fees of all Services subject to the terms of this Agreement are subject to an increase of up to
5% percent per year. If Company's costs to provide Services increase in such a way that Company
must increase prices greater than 5% per year, or more often than annually, Company must
provide Customer 60 day's advance notice and Customer may then at its sole discretion
terminate this Agreement with 30 days advance notice,with the understanding that all fees for
the remainder of the 36-month term shall remain due and payable at the original rate.
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6. TERM AND TERMINATION
6.1 The term of this Agreement is 36 months.
6.2 Any additional lines, services,or equipment purchased after the Effective Date of this
Agreement shall require a written amendment, signed by the City of Round Rock ("Customer"),
expressly agreeing to the full applicable term for such additional services.
6.3 Termination rights are in addition to any other remedies available.
6.4 Parties agree to consult and address any issues promptly to preserve their contractual
relationship.
6.5 Company may immediately terminate this Agreement upon written notice to Customer if
Customer (i) fails to make any payment to Company when due and such failure continues for a
period of 30 days following written notice of such failure by Company to Customer; or (ii)
breaches any other provision of this Agreement and fails to remedy such breach within thirty (30)
days after receiving written notice specifying the breach. Immediate termination by Company is
permitted without opportunity to cure if Customer's breach involves confidentiality obligations,
fraud, gross negligence,or intentional misconduct. Company may terminate any Amendment,
signed Estimate, Schedule,or this Agreement for specified reasons upon written notice to
Customer, upon 90 days' notice
6.6 Company will have no obligation to perform any Services for Customer,whether included in
this Agreement or otherwise, unless all charges, fees, and taxes for Services rendered under this
agreement have been paid in full by Customer when due,with the exception of disputed charges.
In the event of non-payment of any sum due and owing under this Agreement, excluding
disputed charges,Company shall have the right to suspend or immediately terminate the
providing of all Services,without notice, and Company may determine whether or not to reinstate
any Services upon receipt of payment in full of all sums owed. Company's obligations may be
suspended if Customer's Services governed by this Agreement cause abuse of the Services.
6.7 Reserved.
6.8 Customer may terminate an Amendment, signed Estimate, Schedule, or this Agreement for
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specified reasons upon 60 days'written notice to Company at any time, but all remaining fees for
Services through the end of the Agreement term shall be due upon termination.
6.9 Customer may terminate this Agreement or any Schedule or SOW with no further obligation
except payment for Services rendered or deliverables completed if Company materially breaches
any term or obligation of this Agreement and fails to remedy such breach within thirty (30) days
after receiving written notice specifying the breach.
6.10 Upon termination of this Agreement or any Schedule or SOW,the Customer shall immediately
pay all outstanding Fees for Services rendered and Deliverables provided up to the effective date
of termination.
6.11 Provisions concerning confidentiality, indemnification, intellectual property rights, limitation of
liability,and any payment obligations shall survive termination of this Agreement.
7. HARDWARE
7.1 Customer is responsible for costs related to lost, stolen, unreturned, or damaged Hardware.
7.2 Additional charges may apply for technician dispatches to uninstall and return Hardware and
shall be included in an estimate of Statement of Work.
7.3 In the event of a Hardware failure or RMA (Return Merchandise Authorization) necessitating
further technician dispatches beyond the initial service provided by the Company, it is understood
that the costs related to such additional dispatches shall not be the responsibility of the
Company. Any expenses incurred for supplementary dispatches shall be solely borne by the
Customer at an amount agreed upon in writing by the Parties.
8. WARRANTIES
8.1 Company warrants that Services shall be performed in a workmanlike and professional
manner.
8.2 Each party represents and warrants to the other party that (i) it has the full right, power and
authority to enter into and to perform this Agreement; (ii) the execution,delivery and performance
of this Agreement has been duly authorized by all necessary corporate action; (iii) this Agreement
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constitutes a valid and binding obligation of such party, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws
affecting the rights of creditors generally; and (iv) the execution,delivery and performance of this
Agreement does not or will not violate or cause a breach or default under (a) the governing
corporate or Company documents of such party; (b) any agreement, lease, mortgage, license or
other contract to which such party is a party; or (c) any law, rule, regulation, order,decree or
consent action by which such party is bound or to which it is subject.
8.3 Customer's exclusive remedy for breach of warranty shall be reperformance of Services. Such
reperformance of Services shall be completed within 30 days following the Company's notification
of breach of warranty.
8.4 If either Party commits a material breach of its duties, obligations, or understandings under
this Agreement, and such breach is not cured within 30 days following written notice of such
breach according to required methods of communication defined in this Agreement by the non-
breaching party,the non-breaching party shall be released from this Agreement with no
additional expense paid to the breaching party.
8.5 Company may, at its discretion,add, change,or discontinue Services; provided, however,that
Company shall give Customer 30 days prior notice of any discontinuance or material change of a
Service. Customer shall have the right to immediately terminate this Agreement in the event of an
addition,change,or discontinuation of Services at its sole discretion with 30 days' notice to
Company,with the understanding that all fees for the remainder of the 36-month term shall
remain due and payable as long as the solution still works as intended with the change.
8.6 Manufacturer Warranty: Company does not provide or supplement third party Manufacturer
warranties for any Hardware purchased by Customer.
8.7 Company Warranty for Leased Hardware: Company warrants that Hardware leased by
Customer from Company will be fully operational. In the event of any operational issues,
Company will provide a repair or replacement option for the Hardware, at Company discretion,at
no cost for the Hardware to the Customer. Paid installation Services may be required if it is
determined that any tampering or changes have been made by Customer after the
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installation.8.8 DISCLAIMER OF WARRANTIES. COMPANY DOES NOT WARRANT THE UNINTERRUPTED OR
ERROR-FREE OPERATION OR PROVISION OF THE SERVICES, THAT THE SERVICES WILL BE FREE FROM
INTERRUPTION, THE SERVICES WILL BE SECURE FROM UNAUTHORIZED ACCESS, THAT THE SERVICES WILL
DETECT EVERY SECURITY OR OTHER VULNERABILITY OF CUSTOMER'S COMPUTER SYSTEMS, OR THAT
RESULTS GENERATED BY THE SERVICES WILL BE ERROR-FREE, ACCURATE, OR COMPLETE. ALL
INFORMATION, MATERIALS AND SERVICES ARE PROVIDED TO CUSTOMER "AS IS". EXCEPT AS
SPECIFICALLY SET FORTH IN THIS AGREEMENT, COMPANY HEREBY DISCLAIMS ALL REPRESENTATIONS AND
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. The Services may
become unavailable due to any number of factors, including,without limitation, scheduled or
unscheduled maintenance, technical failure of the software, telecommunications infrastructure,
or the unavailability or interruption of access to the Internet. The disclaimers set forth in this
Section shall apply regardless of whether (i) Company determines that Customer's computer
systems are deemed "secure", (ii) Customer performs such modifications to its computer systems
as Company reasonably suggests in order for Customer computer systems to be deemed
"secure", or (iii) otherwise.
9. LIMITATION OF LIABILITY AND INDEMNIFICATION
9.1 NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY
CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED
TO THIS AGREEMENT OR THE PROVISION OR USE OF SERVICES OR HARDWARE HEREUNDER.
9.2 IN NO EVENT SHALL THE COMBINED LIABILITY OF THE COMPANY AND ITS AFFILIATES, DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES (COLLECTIVELY, THE "COMPANY PARTIES")
EXCEED THE TOTAL FEES PAID BY THE CUSTOMER TO THE COMPANY IN THE TWELVE (12) MONTHS
IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION APPLIES TO ALL CLAIMS
IN AGGREGATE. IF APPLICABLE LAW RESTRICTS SUCH LIMITATIONS, THE LIABILITY OF THE COMPANY
PARTIES SHALL BE LIMITED TO THE MINIMUM EXTENT PERMITTED BY LAW.
9.3 CUSTOMER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE COMPANY PARTIES FROM
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AND AGAINST ALL THIRD-PARTY CLAIMS, DEMANDS, SUITS, LIABILITIES, DAMAGES, LOSSES, COSTS, AND
EXPENSES (INCLUDING REASONABLE ATTORNEY FEES AND COURT COSTS), TO THE FULLEST EXTENT
PERMITTED BY LAW, ARISING OUT OF OR RESULTING FROM:
9.3.1 CUSTOMER'S BREACH OF ANY OBLIGATION, REPRESENTATION, WARRANTY, OR COVENANT SET
FORTH IN THIS AGREEMENT.
9.3.2 NEGLIGENT, WRONGFUL, OR WILLFUL ACTS OR OMISSIONS BY THE CUSTOMER OR ITS AFFILIATES,
EMPLOYEES, AGENTS, OR REPRESENTATIVES RELATED TO THE USE OF SERVICES OR HARDWARE.
9.3.3 ANY CLAIM RELATING TO CUSTOMER-PROVIDED MATERIALS OR INFORMATION, INCLUDING
INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, UNAUTHORIZED
DISCLOSURE OF CONFIDENTIAL INFORMATION, OR VIOLATIONS OF DATA PROTECTION LAWS.
9.3.4 ANY CLAIMS FOR PROPERTY DAMAGE OR BODILY INJURY (INCLUDING DEATH) ARISING FROM
CUSTOMER'S USE, OPERATION, OR POSSESSION OF HARDWARE OR SERVICES, EXCEPT TO THE EXTENT
SUCH CLAIMS RESULT DIRECTLY FROM THE WILLFUL MISCONDUCT OF THE COMPANY PARTIES.
9.4 CUSTOMER'S INDEMNIFICATION OBLIGATIONS SHALL NOT APPLY TO CLAIMS THAT ARISE SOLELY
FROM THE WILLFUL MISCONDUCT OF THE COMPANY PARTIES.
9.5 CUSTOMER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPLICITLY STATED IN THIS AGREEMENT,
THE COMPANY PARTIES MAKE NO REPRESENTATIONS, GUARANTEES, OR WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE.
9.6 CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE PRICING, SCOPE OF SERVICES, AND
TERMS PROVIDED BY THE COMPANY UNDER THIS AGREEMENT REFLECT AND RELY UPON THESE
LIMITATIONS OF LIABILITY, INDEMNIFICATION OBLIGATIONS, AND DISCLAIMERS. THE TERMS OF THIS
SECTION 9 CONSTITUTE AN ESSENTIAL AND FUNDAMENTAL BASIS FOR THE BARGAIN STRUCK BETWEEN
THE PARTIES, REPRESENTING A FAIR AND REASONABLE ALLOCATION OF RISK.
10. CONFIDENTIALITY
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10.1 Both Parties agree to maintain the confidentiality of each other's proprietary or Confidential
Information and to use it solely for the purposes of this Agreement,to the fullest extent permitted
by law.
11. RESERVED.
12. FORCE MAJEURE
12.1 Neither Party shall be liable for delays or failures in performance, except for payment
obligations,due to a Force Majeure event.
12.2 This includes, but is not limited to,work stoppages,fires, civil disobedience, riots, rebellions,
floods,war, acts of terrorism,delays in transportation, accident, epidemic,civil order,and failure of
Customer to provide a suitable operating environment for Company or access to necessary
network infrastructure, acts of God and other similar occurrences.
12.3 In the event of a Force Majeure,Company is not required to have a technician work during
periods or at places where their safety of health could be in jeopardy and, in any event,will not
require technicians to go on site.
13. MISCELLANEOUS
13.1 This Agreement, including all Schedules and Signed Estimates,constitutes the entire
Agreement between the Parties and supersedes all prior and contemporaneous agreements,
representations,and understandings,whether written or oral.
13.2 This Agreement may be executed in counterparts in order to provide each Party a fully
executed original.This Agreement was prepared as a result of negotiation and mutual agreement
between the Parties; neither this Agreement nor any provision shall be construed against either
Party as the Party who prepared this Agreement or any such provision.
13.3 This Agreement shall be deemed accepted by the Customer upon execution of this
Agreement. It is intended to cover all services beginning May 1, 2025.
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13.4 This Agreement may be amended only in writing signed by both Parties.
13.5 Any notices required by this Agreement shall be in writing and sent by electronic mail and
regular mail to the addresses below:
Email: contracts@getrtech.com
Mail:
RTech Solutions
c/o Contract Administration
200 Jennings Avenue
Knoxville, TN 37917
13.6 Failure by either Party to enforce any provision of this Agreement shall not constitute a waiver
of that provision.
13.7 Non-Contracting by Partner: Nothing in this Agreement shall be construed to create any
partnership,joint venture, agency,or employment relationship between the Parties. Neither Party
shall have the authority to bind the other Party or to incur any obligation on its behalf,except as
expressly provided in this Agreement. Each Party acknowledges that it is an independent
contractor and shall be solely responsible for its own actions,obligations, and liabilities under this
Agreement.
13.8 All claims, actions,or proceedings, legal or equitable,of Customer against any of the
Company Parties must be limited to breach of this Agreement and must be commenced in court
within two (2) years after the cause of action has accrued or the act, omission or event occurred
from which the claim,action,or proceeding arises, whichever is earlier, without judicial extension
of time, or said claim,action,or proceeding is barred,time being of the essence.
13.9 The captions of the sections of this Agreement are for convenience of reference only and in no
way define, limit or affect the scope or substance of any section of this Agreement.
13.10 In the event of a conflict between the terms of the various documents that comprise this
Agreement,the conflict will be resolved in the following order of precedence: (i) the body of this
Agreement excluding the Schedules; (ii) the terms of the Schedules to this Agreement (including
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any attachments thereto); (iii) the terms of the Signed Estimates. If Company submits Estimates,
Change Requests, Services requests, invoices or other similar documents or Customer submits
purchase orders or other similar documents for accounting or administrative purposes or
otherwise, no pre-printed or similar terms and conditions contained in any such form shall be
deemed to supersede any of the terms and conditions of this Agreement without express written
approval by an authorized representative of Company.
14. GOVERNING LAW AND JURISDICTION
14.1 This Agreement shall be governed by and construed in accordance with the laws of the State
of Texas.
14.2 If a dispute arises under this Agreement, Customer and Company shall first attempt to
resolve said dispute by submitting the matter to a mutually agreed upon mediator in the Sate of
Texas. If the parties cannot agree on a mediation, Customer shall select one mediator,Company
shall select one mediation, and those two (2) mediators shall agree on upon a third mediator. The
parties agree to share any mediation costs and fees,other than their respective attorney fees,
equally. If the dispute is not resolved through mediation,the parties may proceed upon
agreement with binding arbitration,or pursue any remedy permitted by this Agreement allowable
by the laws of the State of Texas.
15. RESERVED
16. INTELLECTUAL PROPERTY
16.1 Any intellectual property developed or created by Company in the course of providing
Services under this Agreement shall be owned exclusively by Company
17. COMPLIANCE WITH LAWS
17.1 Both Parties shall adhere to all applicable laws and regulations while fulfilling their obligations
under this Agreement. Each party represents and warrants that it possesses all necessary
licenses, permits, and approvals required for the performance of its obligations under this
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Agreement, and that its actions will not infringe upon any applicable laws or regulations, except
as provided below. Company explicitly disclaims any warranty or implication of obtaining local or
state jurisdiction licenses, permits, or approvals. Company guarantees compliance with all
relevant laws governing the provision of telecommunications Services.
17.2 Should local jurisdiction prohibit Company's telecommunications Services or mandate
licenses, permits,or approvals not held or implied by Company,the Customer will be ineligible for
Services, and any existing contracts will be terminated in accordance with the termination policy.
The Customer agrees to indemnify Company against any issues arising from the absence of local
or state licenses, permits,or approvals,to the fullest extent permitted by law.
17.3 Failure to adhere to this provision shall be deemed a material breach of the Agreement,
entitling the non-breaching party to immediate termination upon written notice.
17.4 In accordance with Chapter 2271,Texas Government Code, a governmental entity may not
enter into a contract with a company for goods or services unless the contract contains written
verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
and will not boycott Israel during the term of this contract. The signatory executing this
Agreement on behalf of Company verifies Company does not boycott Israel and will not boycott
Israel during the term of this Agreement.
17.5. In accordance with Chapter 2274, Texas Government Code, a governmental entity may not
enter into a contract with a company with at least ten (10) full-time employees for a value of at
least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has a provision
verifying that it: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate during the term
of the contract against a firearm entity or firearm trade association. The signatory executing this
Agreement on behalf of Company verifies Company does not have a practice, policy,guidance,
or directive that discriminates against a firearm entity or firearm trade association, and it will not
discriminate during the term of this Agreement against a firearm entity or firearm trade
association.
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17.6. In accordance with Chapter 2274,Texas Government Code, a governmental entity may not
enter into a contract with a company with at least ten (10) full-time employees for a value of at
least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has a provision
verifying that it: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of this Agreement. The signatory executing this Agreement on behalf
of Company verifies Company does not boycott energy companies, and it will not boycott energy
companies during the term of this Agreement.
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SCHEDULE C
STATEMENT OF WORK
POTS Link Services
This Agreement serves as the Statement of Work ("SOW") for POTS Link Services entered on the
date the estimate is signed. The Statement of Work is governed by the Master Services Agreement
("MSA") made effective on the first invoice date.
For valuable consideration,the receipt and sufficiency of which are acknowledged,the Parties
agree as follows:
1. PLANS AND BILLING
The Services and Hardware chosen in a signed Estimate, incorporated by reference (and subject
to) the terms of the MSA and this Agreement,will determine the Services provided, monthly fee,
and any usage charges.
2. SERVICE DESCRIPTIONS
2.1 POTS LINK - STANDARD LINE
2.1.1 Converts one analog copper telephone line to a cellular connection using a POTS
Link device and included cellular data Services. (See Schedule D: Data Services for more
details on terms and conditions.)
2.2 POTS LINK - STANDARD LINE - NO DATA
2.2.1 Converts one analog copper telephone line to a cellular connection using a
POTS Link device. Does not include any cellular data Services. Customer must procure their
own cellular data service.
3. EXCLUDED SERVICES
3.1 Projects: On occasion Customer may need additional Services, or a system or
infrastructure upgrade or project in which Company can participate or provide competitive
pricing. A Project is defined as a short-term initiative with a defined start and end that
produces a unique output (product/service/capability); this includes significant expansion
of the current environment. All projects are considered out of scope and billable separate
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from the monthly contract at an agreed upon fee with a fixed deliverable.
Company will discount all project work by 10% off each Scope of Work price for Customers
with an active POTS Link Services contract.
3.2 Change Requests: Change requests not specifically covered by an existing signed
Estimate are out of scope of the Services provided. Out of scope Change Requests will be
billed based on the resource level needed at the prevailing rates at the time of the request.
All change requests require Customer approval whether covered by the monthly contract
or not.
3.3 All fire system Services are excluded from this Schedule. (See Schedule G: Fire Alarm Line
Services for more details on terms and conditions.)
3.4 Company makes no warranties or claims regarding local permitting or licensing,or
construction permitting or licensing. As such, Company will not obtain local permitting or
licensing, or construction permitting or licensing,and it is Customer's responsibility to
determine if POTS Link Services provided by Company are an appropriate choice for their
location prior to signing this Agreement.
3.5 Services may not transfer between devices. Lines are provisioned to the specific devices
upon setup. If Customer intends to change the device connected to a line to another
device, Customer must notify Company. Company will provide further information
regarding requirements to change the device connected to a line. Additional fees may
apply.
3.6 New technology and existing (legacy) technology may not always be fully compatible
or function in a "plug and play" manner. Any issues arising from such incompatibility,
including but not limited to additional costs and extended timelines required to integrate or
resolve the incompatibility, shall not be the responsibility of Company. Company shall not
be held liable for any additional expenses or delays resulting from the need to address
these integration challenges.
3.7 Company makes no warranties,express or implied, regarding the availability, reliability,
or performance of any cellular data service used in connection with the Equipment.
Company shall not be liable for any interruptions, delays,or failures in cellular data service.
3.8 If Customer procures their own cellular data service or chooses to connect POTS Link via
an alternate WAN source (such as a terrestrial internet connection), Company cannot
warranties, express or implied, regarding the availability, reliability,or performance of any
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WAN source used in connection with the Equipment. Company shall not be liable for
management, monitoring, or any interruptions, delays,or failures in Customer's chosen
WAN source.
4. SERVICE REQUIREMENTS AND TERMS
4.1 All covered Hardware must be uniquely identified on a signed Estimate or Change Order.
4.2 Hardware not identified on a signed Estimate or Change Order are not eligible to receive
any support Services.
4.3 At Company's discretion,Company may deploy an on-site technician to provide on-site
support.
4.4 Customer may add to Services with a Signed Estimate or Change Order at any time.
Services will be valid for the full term of service specified in the associated Signed Estimate
or Change Order for those Services.
4.5 The initial term of Services provided is defined by a Signed Estimate or Change Order,
with automatic renewal for the same term as the initial term unless canceled by either
party with 180 days' notice.
4.6 Company remote support is available to troubleshoot issues from 7:OOam-9:OOpm
Eastern Time (standard or daylight savings time is applicable as local customs in Knoxville,
Tennessee) Monday through Friday.
4.7 Customer may request support outside of the 7:OOam-9:OOpm ET availability and/or on-
site support. Customer must notify Company 7 days in advance to accommodate
additional support requests. Additional fees for this service may apply.
4.8 At Company's discretion, Company may request additional support from a device
manufacturer or software application vendor to troubleshoot and resolve a reported issue.
Occasionally,this may incur charges from the manufacturer or vendor that will be billed
back to the Customer. If additional fees from the manufacturer or vendor are applicable,
Company will obtain Customer permission prior to proceeding.
4.9 At Company's discretion,Company may choose to assist with Hardware that is not
identified in a signed Estimate or Change Order. Company does not warrant any Services to
Hardware that is not identified on a signed Estimate or Change Order,and Customer will
not hold Company responsible and will indemnify Company for any issues relating to or
resulting from this type of support. Additional fees for this service may apply.
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4.10 Company takes no responsibility for Services where installation or configuration
Services were not provided by Company, or were modified by another party after
completion by Company.
4.11 Services are available throughout the agreed upon Service Term, provided the
Customer is not in default of the Agreement, except in the case of scheduled maintenance.
Service may be interrupted in the case of an Emergency Service requirement without notice
to the Customer.
4.12 PORTING IN: For Company to port an existing serviceable number from another carrier
to Service,the existing carrier account must be active and in good standing. Customer will
be instructed by Company's technicians of port completion and when it is appropriate to
contact the current carrier to terminate the account. Company will not be held responsible
for telephone numbers that are lost due to incorrect processes or failures in the porting
process or costs incurred from other carriers regarding the porting process or lack of
cancellation of Services. Additional fees may be incurred by Customer for changes to ports
that have already been approved and scheduled.
4.13 PORTING OUT: To port out of Services,Customer's account must be active, in good
standing,and have no outstanding balances. Customer should inform Company of intent
to port out by emailing cancellations@getrtech.com and indicating which lines and
Services will be porting to a new carrier and what date Customer desires Services to end.
Company will not be held responsible for telephone numbers that are lost due to incorrect
processes or failures in the porting process or costs incurred from other carriers regarding
the porting process or lack of cancellation of Services. If service is cancelled,and lines are
requested to be ported-out, please be aware that this process can take multiple days and
you will still be billed for Services until the Port-Out is complete. Additional fees may be
incurred by Customer for changes to ports that have already been approved and
scheduled.
4.14 Company has the discretion to sub-contract fulfillment of obligations as long as
contract terms are met.
5. CUSTOMER RESPONSIBILITIES
5.1 The Customer agrees to:
• Timely submit all payments to Company.
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• Work with Company support to troubleshoot on-site issues such as making sure devices
are plugged in, restarting devices, replacing cables, and any other items support may need
to troubleshoot.
• Fill out additional paperwork as needed.This may include site survey/installation
information,device line details, and any additional schedules required to successfully set
up the devices.
5.2 Customer acknowledges that in the event a technician must be dispatched to fix an
issue on a device,additional charges may apply. Company also reserves the right to
charge a fee if the technician visits the site and finds nothing wrong.
5.3 Customer also acknowledges and agrees that the providing of Support may in some
circumstances result in the disruption of Services at Customer's facility.
5.4 In the event that the Customer sells,transfers, assigns,or otherwise divests control or
ownership of their business; loses managerial authority or access to a location covered
under this Agreement; ceases business operations; or for any other reason becomes
disassociated or disconnected from a contracted location,the Customer acknowledges
and agrees that all obligations,terms,and conditions outlined in this Agreement shall
remain fully binding upon the Customer. The Customer shall continue to bear full
responsibility and liability for compliance with all such obligations until such time as a
subsequent entity formally assumes these obligations in writing and such assumption is
expressly accepted by the Company in writing.
5.5 If applicable,Customer is responsible for arranging a vendor meeting of Customer's
other related system service providers with Company's technician. Customer
acknowledges this may delay the completion of any statement of work and activation of
Services. Any costs associated for Customer's other related system service providers will be
the sole responsibility of the Customer.
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SCHEDULE H
STATEMENT OF WORK
Field Services
This Agreement serves as the Statement of Work ("SOW") for Field Services entered on the date
the estimate is signed. The Statement of Work is governed by the Master Services Agreement
("MSA") made effective on the first invoice date.
For valuable consideration,the receipt and sufficiency of which are acknowledged,the Parties
agree as follows:
1. PLANS AND BILLING
1.1 The field Services chosen in a Signed Estimate, incorporated by reference (and subject to) the
terms of the MSA and this Agreement,will determine the Services provided, monthly fee,and any
additional charges.
2. SERVICE DESCRIPTIONS
2.1 Professional Site Survey: Physical,onsite survey and inspection of systems and signal coverage
during which the technician will identify key components and develop deployment strategy.
2.2 Professional Installation: Physical,onsite installation of ordered Hardware and accessories, if
applicable.
2.3 Virtual Assisted Installation: Virtual video call with a field Services coordinator to assist with the
installation of the device.
3. EXCLUDED SERVICES
3.1 Additional fees may apply under the following circumstances:
3.1.1 The site contact is not available on the day of Services.
3.1.2 The site contact does not allow the technician to complete the Services.
3.1.3 A lift is required and not available on the scheduled date of service.
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3.1.4 There is no viable penetration and penetration is required.
3.1.5 The field service technician is unable to access needed areas to perform Services.
3.1.6 The field service technician is denied admittance to the site due to Customer
negligence in providing clearance protocol.
3.1.7 In the event of a vehicle installation, if all vehicles are not available at the time of
Service.
3.1.8 Rush or expedited field Services are needed.
3.1.9 The client fails to reschedule or cancel service work prior to 48 hours of the scheduled Date.
3.1.10 Any additional Services or return visits are needed above and beyond the scope of this
Agreement or the Signed Estimate or Change Order.
3.1.11 Unexpected weather prevents Services from being performed or completed, resulting in an
additional visit or additional hours in the same visit.
3.1.12 Additional materials are required to complete the installation due to location requirements.
3.2 Company makes no warranties or claims regarding local permitting or licensing,or
construction permitting or licensing. As such, Company will not obtain local permitting or
licensing,or construction permitting or licensing, and it is Customer's responsibility to determine if
Services provided by Company are an appropriate choice for their location prior to signing this
Agreement.
4. SERVICE REQUIREMENTS &TERMS
4.1 All Services must be uniquely identified on a signed Estimate or Change Order.
4.2 Customer may add to Services with a Signed Estimate or Change Order at any time. Services
will be valid for the full term of service specified in the associated Signed Estimate or Change
Order for those Services.
4.3 At Company's discretion,Company may request additional support from a device
manufacturer or software application vendor to troubleshoot and resolve a reported issue.
Occasionally,this may incur charges from the manufacturer or vendor that will be billed back to
the Customer. If additional fees from the manufacturer or vendor are applicable, Company will
obtain Customer permission prior to proceeding.
4.4 At Company's discretion, Company may choose to assist with a device, software application,
a_
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networking equipment,or endpoint that is not identified in a signed Estimate or Change Order.
Company does not warrant any Services to a device, software application, networking equipment,
or endpoint that is not identified on a signed Estimate or Change Order,and Customer will not
hold Company responsible and will indemnify Company for any issues relating to or resulting
from this type of support.
5. CUSTOMER RESPONSIBILITIES
5.1 The Customer agrees to:
• Timely submit all payments to Company.
• Fill out additional paperwork as needed.This may include site survey/installation information,
configuration forms,and any additional schedules required to successfully set up the devices.
• Provide required clearance information for site access and site contact information.
5.2 Customer acknowledges that in the event a technician must be dispatched to fix an issue,
additional charges will apply. Company also reserves the right to charge a fee if the technician
visits the site and finds nothing wrong.
5.3 Customer also acknowledges and agrees that the providing of Support may in some
circumstances result in the disruption of Services at Customer's facility.
5.4 Customer agrees that once a service is approved and signed off, it is considered complete.
Additional fees may apply for any additional service provided.
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AUTHORIZATION
IN WITNESS WHEREOF,the Parties hereto have executed this Agreement as of the Effective Date.
Accepted By
Customer Company Name: RTech Solutions
Name: Name:
8rook.s Ryan Yearack
Title: Title:
Ci fy PJi ncv�er Director of Operations
Date: / fi 2/ZQ ZS Date: 12/03/2025
Signature: - i, ' Signature: Rim Yea lack