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CM-09-08-162EXECUTED DOCUMENT FOLLOWS © MOTOROLA 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 SVC01 SVC2012C ' 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 1 received Statements of Work that describe the services provided on this Agreement. Motorola's Service Terms and Conditions, a copy of which is attkched to this Service Agreement, Is incorporated herein by this reference. AI,YfH62IZED CUSTOMER SIGNATURE Gt sn e,s1. N u ,, P E_ CUSTOMER (PRINT NAME) 1 -74 (--//(4' ( `' t. 5-damS1,,e/er it Z MQIDROLA REPRESENTATIVE (SIGNATURE) TITLE L c it- Via- Ft TIT.E 0 1,a71G'i DATE Michael Smith DATE MOTOROLA REPRESENTATIVE (PRINT NAME) PHONE 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 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 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 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 such property, and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time without restriction. Section 17 GENERAL TERMS 17.1. If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and effect. 17.2. This Agreement and the rights and duties of the parties will be governed 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 performance resulting from any causes that are beyond that party's reasonable control, such as strikes, material shortages, or acts of God. 17.5. Motorola may 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. Statement of Work SP — Contract Administration (Infrastructure Board Level Repair Services — Tadiran Microwave Maintenance) 1.0 Description of Services Infrastructure Repair Board Level Repair Services Microwave Maintenance provides for the following: • Servicer onsite repair service in accordance with assigned Severity levels. • Full parts coverage • All shipping The terms and conditions of this Statement of Work (SOW) are an integral part of the Motorola Service Agreement or other applicable Agreement to which it is attached and made a part thereof by this reference. If there are any inconsistencies between the provisions of this SOW and the provisions of the Service or other applicable Agreement, the provisions of this SOW shall prevail. 2.0 Motorola has the following responsibilities: 2.1. Perform the following: 2.1.1. Perform an operational check on the Microwave system to determine the nature of the problem where possible. 2.1.2. Replace malfunctioning Components with new or reconditioned assemblies where possible. 2.1.3. If diagnostics or repair is not possible on the Microwave system, then 2.1.3.1. Ship Microwave system Equipment to the original equipment manufacturer or third party vendor for service. Diagnostic and repair services will be done when possible. 2.1.3.2. Coordinate and track Microwave system Equipment sent to the original equipment manufacturer or third party vendor for service. 2.2. Reprogram Equipment to return Equipment to original operating parameters based on templates provided by Customer. If the Customer template is not provided or is not reasonably usable, a generic template will be used. 3.0 Customer has the following responsibilities: 3.1. Contact the SSC and open a case to request service. 3.1.1. While on the call, provide the SSC with the following information: 3.1.1.1. Site ID of the Microwave system Equipment needing service along with an accurate description or symptom of problem. 3.1.1.2. Indicate if the Microwave system that service is being requested for was subjected to physical damage or lightning damage. 3.2. Maintain backups of Software applications and Firmware for reloading if necessary after service is completed. 3.3. Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide the Infrastructure Repair services to Customer. Statement of Work SP — Contract Administration (Annual Tadiran Microwave System Optimization) 1.0 Description of Services Annual Tadiran Microwave System Optimization provides for the following: • Tadiran onsite optimization of the following: o 2 Terminals of CM6 HP hot -standby 4DS1 o 6 Terminals of CM6 HP hot -standby 8DS 1 o 2 Terminals of CM 11 Std Pwr non -protected 4DS 1N, and o 4 Terminals of CM6 Std Pwr non-preotected 4DS 1 N The terms and conditions of this Statement of Work (SOW) are an integral part of the Motorola Service Agreement or other applicable Agreement to which it is attached and made a part thereof by this reference. If there are any inconsistencies between the provisions of this SOW and the provisions of the Service or other applicable Agreement, the provisions of this SOW shall prevail. 2.0 Motorola has the following responsibilities: 2.1. Perform the following: 2.1.1. Escort Tadiran onsite fortheAnnual Microwave System Optimization. 2.1.2. Upon completion of the Annual Microwave System Optimization, notify the customer of any malfunctioning Components that need to be repaired or replaced (repair or replacement of malfunctioning Components will be accomplished on a Time and Material {T&M} basis). 2.1.3. Assist customer with obtaining T&M estimates from Tadiran. 2.2. Upon customer approval of T&M estimates, then arrange for Tadiran onsite service to repair or replace the malfunctioning Components. 3.0 Customer has the following responsibilities: 3.1. Review and approval of T&M estimates. 3.2. Pay for T&M repairs or replacement of malfunctioning Components. 3.3. Maintain backups of Software applications and Firmware for reloading if necessary after service is completed. 3.4. Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide the Infrastructure Repair services to Customer. DATE: 8/24/09 SUBJECT: City Manager Approval — 8/28/09 ITEM: Consider executing Motorola Service Agreement for dispatch equipment dated February 1, 2009, through September 30, 2009. Department: Police Staff Person: Rick White Justification: This annual agreement provides for the annual maintenance of the Department's microwave radio system, which provides the primary public safety radio connection with the Williamson County Radio Communications System. Funding: Cost: $4,750.56 Source of funds: General Fund (5246-100-21000) Outside Resources: None Background Information: This agreement provides for annual maintenance of the microwave system as well as an annual optimization process to ensure optimal performance. Public Comment: None UPDATED APRIL 2008 5/12/1009 Request for City CounciUCity Manager Action City Council p City Manager Submit completed form for all City Manager and City Council approvals. Department Name: Round Rock Police Department Contact Person: Tricia McFerran / Sherrill Voll / Rick White Project Mgr/Resource: Rick White Project Coordinator: Rick White Assigned Attomey: J Kay Gayle City Council or City Manager Approval Date: Agenda Wording For ifigi i edM Ils@ONLY AUG 2 6 7009 warm Received: Tag N: eft)•0-0g_11e2. Original Documents Received: A Project Name: FY 08-09 Microwave Maintenance ContractorNendor. Motorola Funding Source: General Fund Additional funding Source: Amount: $4,750.56 Account Number: 5246-100-21000 28 -Aug -09 Consider executing Motorola Service Agreement for dispatch equipment dated February 1, 2009, through September 30, 2009. Finance Information D Is Funding Required? Initial Construction Contract Construction Contract Amendment Change Order Yea IIJChange in Quantity 11jUnforeseen Circumstances Initial Professional Services Agreement Supplemental Professional Service Agreement Purchasing/Service Agreement Purchase Order Item(s) to be purchased No Other (Please clearly identify action on lines below) FINANCE WA Approved © Finance/CIP LJ E FinancelAcct El 0 APPROVALS be completed ONLY by Finance) Final Finance Approval Required Approved Amount 4750.56 e approvals have ITEMS WILL NOT DE PLACED ON Requlred for Submission of ALL Cltv Council and City Manager Items Project Mgr. Signature: Rick White Dept. Director Signature: *City Attomey Signature City Manager Signature: FA, blue s EtiDA WITHOUT F Date: Ate: Date: Date: ration and originals CE AND LEGAL APPROVI 8/24/2009 21101 ‘3 -2 REVISED 8/26/2009 LEGAL DEPARTMENT APPROVAL FOR CITY COUNCIL/CITY MANAGER ACTION Required for Submission of ALL City Council and City Manager Items Department Name: POLICE Project Mgr/Resource: RICK WHITE iCouncil Action: ORDINANCE Agenda Wording Project Name: SERVICE AGREEMENT Contractor/Vendor: MOTOROLA I-1 RESOLUTION J]City Manager Approval CMA Wording Consider executing Motorola Service Agreement for dispatch equipment dated February 1, 2009 through September 30, 2009, Attorney Approval ID Attorney Notes/Comments Date O.lwdoxlSCClnls10121109021MISC100167616 Updated 6/3/08