CM-09-05-075MOTOROLA
Attn: National Service Support
1309 East Algonquin Road
Schaumburg, IL 60196
(800) 247-2346
Date: 10/10/2008
Company Name:
Attn:
Billing Address:
City, State, Zip:
Customer Contact:
Phone:
Fax:
ROUND ROCK POLICE DEPT
615 Palm Valley Blvd
Round Rock, TX 78664-3227
SERVICE AGREEMENT
Contract Number: S00001012757
Contract Modifier:
Supercedes Agreement(s):
Required P.O.:
Customer # :
Bill to Tag #:
Contract Start Date:
Contract End Date:
Anniversary Day:
Payment Cycle:
Tax Exempt:
PO#:
No
1012664935
0001
10/01/2008
09/30/2009
Sep 30th
MONTHLY
Exempt From All Taxes
Qty
Model/Option
Description
Monthly Ext
Extended
1
1
SVC01SVC2012C
"*** Recurring Services *****
SP - CONTRACT ADMINISTRATION SERVICE
Microwave Maint. (2 dishes)
Annual Microwave Optimization (2 dishes)
$ 395.88
$ 4,750.56
SPECIAL INSTRUCTIONS - ATTACH STATEMENT OF WORK FOR
PERFORMANCE DESCRIPTIONS
Subtotal - Recurring Services
$ 395.88
$ 4,750.56
Subtotal - One -Time Event
Services
$ .00
$ .00
Total
$395.88
$4,750.56
Taxes
-
-
Grand Total
$ 395.88
$ 4,750.56
THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING
JURISDICTIONS WHERE APPLICABLE, TO BE VERIFIED BY MOTOROLA.
Subcontractor(s)
City
State
MOTOROLA -CITY OF AUSTIN D0314
SAN DIEGO
CA
I received Statements of Work that describe the services provided on this
Agreement. Motorola's Service Toms and Conditions, a copy of which Is
attach to Service Agreement, is Incorporated herein by this reference.
AUT RI ED CUSTOMER SIGNATURE
5.1\1 F
ER (PRINT NAME)
OROLA REPR
Michael Smith
TI
975/77112- !-i4*r G 4 s-
TATIVE (SIGNATURE) TITLE
S - q '-7iij.
5.1.Oct
DATE
3/9/4
DATE
MOTOROLA REPRESENTATIVE (PRINT NAME) PHONE
(\- V1-05-0-15
FAX
Service Terms and Conditions
Motorola, 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 agrees to 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 will take precedence over
any cover page, and the cover page will take precedence over any attachments, unless the cover page or attachment
specifically 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 will become binding only when accepted in writing by Motorola. The term of this Agreement will begin 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 such 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 such 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 such 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 such 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.
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 such 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 specifically stated in this Agreement, Motorola will invoice Customer in advance for
each payment period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within
twenty (20) days of the invoice date. Customer agrees to reimburse Motorola for all property taxes, sales and use taxes,
excise taxes, and other taxes or assessments levied as a result of Services rendered under this Agreement (except
income, profit, and franchise taxes of Motorola) by any govemmental 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 under law, may immediately terminate this Agreement effective upon giving a written notice of
termination to the defaulting party.
10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this
Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to
Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of
termination, Motorola will have no further obligation to provide Services.
Section 11 LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict
liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of
twelve (12) months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE
POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY
COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR
SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED
TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT
TO THIS AGREEMENT. No action for contract breach or otherwise relating to the transactions contemplated by this
Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an
open account. This limitation of liability will survive the expiration or termination of this Agreement and applies
notwithstanding any contrary provision.
Section 12 EXCLUSIVE TERMS AND CONDITIONS
12.1. This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether
written or oral, related to the Services, and there are no agreements or representations concerning the subject matter of
this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written
agreement signed by authorized representatives of both parties.
12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement,
however, an omission of the reference to this Agreement shall not affect its applicability. In no event shall 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 fumished
to Customer under this Agreement will remain Motorola's property, will be deemed proprietary, will be kept confidential,
and will be promptly retumed 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 itself for any
purpose other than performing its obligations under this Agreement. The obligations set forth in this Section will 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.
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 govemment agency and for complying with all rules and regulations
required by govemmental agencies. Neither Motorola nor any of its employees is an agent or representative of Customer
in any govemmental 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 fumished 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 such property, and retum it to Motorola upon request.
This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises
by Motorola at any time without restriction.
Section 17 GENERAL TERMS
17.1. If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and
effect.
17.2. This Agreement and the rights and duties of the parties will be govemed and interpreted in accordance with the
laws of the State in which the Services are performed.
17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege.
17.4. Neither party is liable for delays or lack of perforrnance resulting from any causes that are beyond that party's
reasonable control, such as strikes, material shortages, or acts of God.
17.5. Motorola may assign its rights and obligations, and may subcontract any portion of its performance, under this
Agreement.
17.6. THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1) YEAR TERM, ON EVERY ANNIVERSARY OF
THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE
PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS
THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, Motorola may adjust the price of the
Services to reflect its current rates.
17.7. If Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in effect
at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on a
time and materials basis at Motorola's then effective hourly rates.
DATE:
SUBJECT:
ITEM:
Department:
Staff Person:
Justification:
April 24, 2009
City Manager Approval —
Consider executing Motorola Service Agreement for microwave maintenance.
Funding:
Cost:
Source of funds:
Outside Resources:
Background
Information:
Public Comment:
UPDATED APRIL 2008
Police
Rick White
This is an annual service agreement with Motorola to provide an annual
microwave optimization and maintenance on two microwave dishes on
the Police Department radio tower. These dishes provide critical linkages
to the Williamson County Radio Communication System (RCS).
$4,750.56
General Fund
None
The Department's radio communication system's primary link to the RCS
is via the microwave Zink that is the focus of this service agreement.
None