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CM-2017-1287 - 1/17/2017SYSTEM PURCHASE AGREEMENT (Radio Systems) THIS AGREEMENT ("Agreement") is made and entered into this day of January, by and between Motorola Solutions, Inc., a Delaware corporation duly authorized to conduct business in the State of Texas ("Motorola" or "Seller") and the City of Round Rock, Texas, a body corporate and politic ("Purchaser"). WITNESSETH: WHEREAS, the Purchaser desires to purchase a Communications System; and WHEREAS, Motorola desires to sell a Communications System to Purchaser; and WHEREAS, Houston -Galveston Area Council ("H -GAC"), acting as the agent for various local governmental entities who are "End Users" under interlocal agreements (including the Purchaser) has solicited proposals for radio communications equipment and conducted discussions with Motorola concerning its proposal and, where applicable, in accordance with the competitive procurement procedures of Texas law; and WHEREAS, on May 1, 2015 H -GAC and Motorola entered into a contract (the "Contract"), which provides that End Users may purchase radio communications equipment from Motorola pursuant to certain terms contained therein; and WHEREAS, pursuant to Article 6 of the Contract, Motorola and Purchaser now wish to enter into this System Purchase Agreement to delineate the specific terms of the purchase of radio communications equipment from Motorola by the Purchaser. THEREFORE, the parties hereby enter into an agreement pursuant to which Motorola shall perform the work and furnish the equipment and services as more fully set forth herein and in the following exhibits, which are either attached hereto or incorporated by reference and hereby made a part of this Agreement: Exhibit A General Provisions. Exhibit B Motorola Software License Agreement. Exhibit C Technical and Implementation Documents, consisting of: System Description, Statement of Work, Pricing Summary, and Terms of Conditions all dated November 2016. Exhibit D May 1, 2015 Motorola/H-GAC Contract Exhibit E Warranty and Maintenance Plan and Service Terms and Conditions (if applicable). NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the parties agree as follows: Motorola Contract No. - 1 - System Purchase Agreement Section I SCOPE OF WORK A. Motorola shall furnish all of the equipment and software as outlined in Exhibit C and provide the tools, supplies, labor and supervision necessary for the installation of the items purchased in accordance with Exhibit C. B. In addition to responsibilities described in the Statement of Work, Purchaser shall perform the following coincident with the performance of this Agreement: (1) Provide a designated Project Director. (2) Provide ingress and egress to Purchaser's facilities and/or sites as requested by Motorola and have such facilities available for installation of the equipment to be installed. (3) Provide adequate telephone or other communications lines (including modem access and adequate interfacing networking capabilities) for the installation, operation and support of the equipment. (4) Provide adequate space, air conditioning and other environmental conditions, and adequate and appropriate electrical power outlets, distribution, equipment and connections for the installation, operation and support of the equipment. (5) Provide a designated work area with adequate heat and light, and a secure storage area for equipment delivered to the Purchaser. The Purchaser shall be solely liable for loss or damage to equipment prior to, during and following installation when such equipment is on or within Purchaser's facilities and/or vehicles. Section 2 SITES "'F1 is Agreement is predicated on the utilization of sites and site configurations, which have been selected either by the Purchaser or by Motorola and set forth in Exhibit C. In either situation, should it be determined by either Motorola or Purchaser during the course of performance on this Agreement that the sites or configuration selected are no longer available or desired, new or replacement sites or configuration will be selected and approved by both Motorola and the Purchaser. If any price or schedule adjustments are necessary as a result of these new or replacement sites, such adjustments will be added to this Agreement by change order in accordance with Section 4 of the General Provisions. Section 3 SUBSURFACE/STRUCTURAL CONDITIONS This Agreement is predicated upon normal soil conditions defined by E.I.A. standard RS -222 (latest revision). Should Motorola encounter subsurface, structural, adverse environmental and/or latent conditions at any site differing from those indicated on the specifications, or as used in the preparation of the bid price, the Purchaser will be given immediate notice of such conditions before they are further disturbed. Thereupon, Motorola and the Purchaser shall Motorola Contract No. - 2 - System Purchase Agreement promptly investigate the conditions and, if found to be different, will adjust the plans and/or specifications as may be necessary. Any changes that cause an adjustment in the contract price or in time required for the performance of any part of the contract shall result in a contract modification in accordance with Section 4 of the General Provisions. Section 4 PERIOD OF PERFORMANCE A. Motorola projects that it will be able to obtain final acceptance and completion of the Acceptance Test Plan within the time interval specified in Exhibit C (if applicable). A more detailed timeline shall be provided to Purchaser after the design review and customer kick-off meeting. B. Whenever a party knows or reasonably should know that any actual or potential condition due to circumstances beyond its control is delaying or threatens to delay the timely performance of the work, the parry shall within thirty (30) days give the other party notice thereof and may request an extension of time to perform the work. C. In order to successfully integrate and implement this project, shipments will be made F.O.B. Destination to Purchaser facilities, local Motorola staging facilities, warehousing facilities, or any combination thereof. It is agreed that this plan is acceptable to Purchaser and that Motorola will advise prior to shipment of actual destination and that Purchaser will accept shipment, and make payment as required by this Agreement. D. It is also agreed that equipment shipping dates reflected in this Agreement are estimates only, and that shipment may be made at any time prior to, or subsequent to these estimated shipping dates. Section 5 ACCEPTANCE CRITERIA A. Motorola will test the Communications System in accordance with the Acceptance Test Plan. System acceptance will occur upon the successful completion of such testing ("System Acceptance") at which time both parties shall promptly execute a certificate of system acceptance. If the Acceptance Test Plan includes separate tests for individual subsystems or phases of the System, both parties shall promptly execute certificates of subsystem acceptance upon the successful completion of testing of such subsystems or phases. Minor omissions or variances in performance which do not materially affect the operation of the Communications System as a whole will not postpone System Acceptance. Purchaser and Motorola will jointly prepare a list of such omissions and variances which Motorola will correct according to an agreed upon schedule. B. Motorola agrees to notify Purchaser when the Communications System is ready for acceptance testing. Motorola and Purchaser agree to commence acceptance testing within ten (10) business days after receiving such notification. If testing is delayed for reasons within the control of Purchaser or its employees, contractors, agents or consultants for more than ten (10) business days after notification, final payment will be due within thirty (30) days after such notification and the Warranty Period will commence immediately. Motorola Contract No. - 3 - System Purchase Agreement C. Motorola may, but is not obligated to, issue written authorization for Purchaser to use the Communications System or its subsystem(s) for limited training or testing purposes, prior to the completion of testing by Motorola. Any use of the Communications System without prior written authorization by Motorola shall constitute System Acceptance. Section 6 PAYMENT SCHEDULE A. Motorola agrees to sell all of the equipment and perform the services as outlined in the Scope of Work, and Purchaser agrees to buy the aforementioned equipment and services for the sum of ($ 112,790.00 ), which includes the H -GAC administration fee. The final price may be adjusted by change orders approved pursuant to Statement of Work attached hereto as Exhibit "C". B. Payments to Motorola shall be made according to the following milestones: 20% of the total contract price is due when Purchaser executes this Agreement; 2. 60% of the total contract price will be invoiced immediately after the Equipment is shipped from Motorola's facilities; 3. 10% of the total contract price will be invoiced immediately after the Equipment is installed at the sites specified in the Exhibits; and 4. 10% of the total contract price will be invoiced immediately after System Acceptance. Motorola reserves the right to make partial shipments of equipment and to request payment upon shipment of such equipment. In addition, Motorola reserves the right to invoice for installations or civil work completed on a site -by -site basis, when applicable. C. In the event of failure or delay by the Purchaser in providing sites, space, approvals, licenses, or any other Purchaser obligations required preceding delivery of Motorola equipment, it is agreed that Motorola, at its sole discretion, may ship equipment as planned and that the Purchaser will accept the equipment and make payment in accordance with the terms of this Agreement. Any additional costs incurred by Motorola for storage of equipment will be invoiced and paid by Purchaser. D. Payments to Motorola shall be made as follows: (i) Motorola shall immediately forward an invoice for the payment requested in Section 6(B) above to Purchaser. (ii) Purchaser shall pay the Motorola invoice within thirty (30) calendar days of receipt. Motorola Contract No. - 4 - System Purchase Agreement E. Motorola will pay H-GAC's administrative fee in accordance with the payment terms of Motorola/H-GAC Contract dated May 1, 2015. F. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties, the tern of this Agreement begins on the date as set forth above and continues until the date of Final Project Acceptance or expiration of the Warranty Period, whichever occurs last. Section 7 PROJECT MANAGEMENT A. If the size or complexity of the project warrants, Motorola will assign a Project Manager, who is authorized to exercise technical direction of this project. Motorola, at any time, may designate a new or alternate Project Manager with written notice to Purchaser and H -GAC. B. All matters affecting the terms of this Agreement or the administration thereof shall be referred to Motorola's cognizant Contract Administrator who shall have authority to negotiate changes in or amendments to this Agreement. Section 8 NOTICE ADDRESSES A. Motorola Solutions, Inc. - 1303 East Algonquin Road Schaumburg, IL 60196 Attn.: Law Department B. City Manager City of Round Rock, Texas 221 East Main Street Round Rock, Texas 78664 C. Houston -Galveston Area Council - 3555 Timmons Lane, Suite 120 Houston, Texas 77027 Attn.: Public Services Manager Section 9 ORDER OF PRECEDENCE Steve Sheets, City Attorney and Sheets & Crossfield, P.C. 309 East Main Street Round Rock, Texas 78664 In the event of an inconsistency in this Agreement, the inconsistency shall be resolved in the following order: The main body of this Agreement. Exhibit A General Provisions. Exhibit B Motorola Software License. Motorola Contract No. - 5 - System Purchase Agreement Exhibit C Technical and Implementation Documents, consisting of. System Description, Statement of Work, Pricing Summary, Terms and Conditions. Exhibit D May 1, 2015 Motorola/H-GAC Contract. Exhibit E Warranty and Maintenance Plan and Service Terms and Conditions (if applicable). Section 10 DISPUTES Motorola and the Purchaser will attempt to settle any claim or controversy arising out of this Agreement through consultation and negotiation in good faith and a spirit of mutual cooperation. If those attempts fail, then the dispute will be mediated by a mutually acceptable mediator to be chosen by Motorola and the Purchaser within thirty (30) days after written notice by one of the parties demanding non-binding mediation. Neither party may unreasonably withhold consent to the selection of a mediator. Motorola and the Purchaser will bear their own costs but will share the cost of the mediator equally. By inutual agreement, however, Motorola and Purchaser may postpone mediation until both parties have completed some specified but limited discovery about the dispute. The parties may also agree to replace mediation with some other form of non- binding alternate dispute resolution procedure ("ADR"). Any dispute which cannot be resolved between the parties through negotiation or mediation within two (2) months of the date of the initial demand for it by one of the parties may then be submitted to a court of competent jurisdiction in Texas. Both Motorola and Purchaser consent to jurisdiction over it by such a court. All communications pursuant to the negotiation and mediation will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality protections provided by applicable law. The use of any ADR procedures will not be considered under the doctrine of laches, waiver or estoppel to affect adversely the rights of either party. Nothing shall prevent either of the parties from resorting to the judicial proceedings mentioned in this paragraph if (a) good faith efforts to attempt resolution of the dispute under these procedures have been unsuccessful or (b) interim relief from the court is necessary to prevent serious and irreparable injury to one of the parties or others. Section 11 SEVERABILITY If any portion of this Agreement or any exhibits hereto is held to be invalid, such provision or portion of such provision shall be considered severable, and the remainder of this Agreement shall not be affected. Section 12 HEADINGS AND SECTION REFERENCES The headings given to the paragraphs are inserted for convenience only and are in no way to be construed as part of this Agreement or as a limitation of the scope of the particular paragraph to which the heading refers. Section 13 SURVIVAL OF TERMS Motorola Contract No. - 6 - System Purchase Agreement The following provisions will survive the expiration or termination of this Agreement for any reason: Section 6 (Payment Schedule) if any payment obligations exist; Section 9 (Order of Precedence); Section 10 (Disputes); Section 11 (Severability); Section 12 (Headings and Section References); Section 13 (Survival of Terms) and Section 14 (Full Agreement). Section 14 FULL AGREEMENT This Agreement and its Exhibits constitute the final expression of the agreement of the parties and supersedes all previous agreements and understandings, whether written or oral, relating to the work. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff image, or a signature shall be treated as and shall have the same effect as an original signature. In addition, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. This Agreement may not be altered, amended, or modified except by written instrument signed by duly authorized representatives of the parties. The preprinted terms and conditions found on any Purchaser purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each party signs that document. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly_ authorized representatives as of the last day and year written below. MOTOROLA SOLUTIONS, INC. PURCHASER By: (Signature) Name: (Print - Block Letters) Title: (Print - Block Letters) Date: 1 (Signature) Name: Laurie Hadley Title: City Manager Date: 1-1-7--t I Motorola Contract No. - 7 - System Purchase Agreement The following provisions will survive the expiration or termination of this Agreement for any reason: Section 6 (Payment Schedule) if any payment obligations exist; Section 9 (Order of Precedence); Section 10 (Disputes); Section 11 (Severability); Section 12 (Headings and Section References); Section 13 (Survival of Terms) and Section 14 (Full Agreement). Section 14 FULL AGREEMENT This Agreement and its Exhibits constitute the final expression of the agreement of the parties and supersedes all previous agreements and understandings, whether written or oral, relating to the work. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff image, or a signature shall be treated as and shall have the same effect as an original signature. In addition, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. This Agreement may not be altered, amended, or modified except by written instrument signed by duly authorized representatives of the parties. The preprinted terms and conditions found on any Purchaser purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each party signs that document. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the last day and year written below. MOTOROLA SOLUTIONS, INC. By. (Signature) Name: Z c isgJ i? Zo,s ,�,k (Print - Block Letters) Title: _ �reu S�//,s /*,7a4,, (Print - Block Lettersy Date: 3 ZZ Zp� 7 PURCHASER 7 By G�•L'L,'' � � , (Signature) Name: Laurie Hadley Title: City Manager f / Date: Motorola Contract No. .7- System Purchase Agreement EXHIBIT A GENERAL PROVISIONS MOTOROLA SOLUTIONS, INC. Section I STANDARDS OF WORK Motorola agrees that the performance of work described in this Agreement and pursuant to this Agreement shall be done in a professional manner and shall conform to professional standards. All packaging and packing shall be in accordance with good commercial practice. Section 2 TAXES The prices set forth in the Agreement are exclusive of any amount for Federal, State or Local excise, sales, lease, gross income service, rental, use, property, occupation or similar taxes. If any taxes are determined applicable to this transaction or Motorola is required to pay or bear the burden thereof, the Purchaser agrees to pay to Motorola the amount of such taxes and any interest or penalty thereon no later than thirty (30) days after receipt of an invoice therefor. Section 3 SHIPPING, TITLE AND RISK OF LOSS All sales and deliveries are F.O.B. Destination. Motorola reserves the right to make deliveries in installments and the Agreement shall be severable as to such installments. Title to the equipment shall pass to the Purchaser upon receipt at the F.O.B. Destination. After delivery to the F.O.B. Destination, risk of loss and damage to the articles shall be borne by the Purchaser. The above notwithstanding, title to software and any third party supplied software shall not pass upon payment of the license fee therefor or under any circumstances. Section 4 CHANGES IN THE WORK A. The Purchaser may, at any time, by written order, make changes within the general scope of the work, including but not limited to revisions of, or additions to, portions of the work, or changes in method of shipment or packaging and place of delivery. B. If any order under this Section 4 causes an increase or decrease in the cost of or time required for the performance of any part of the work under this Agreement, an equitable adjustment shall be made in the Agreement price or delivery schedule, or both, and the Agreement shall be modified in writing accordingly. Motorola is not obligated to comply with any order hereunder unless and until the parties reach agreement as to the aforementioned equitable adjustment and same is reflected as an addendum to this Agreement. Motorola Contract No. - I - System Purchase Agreement Section 5 LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability whether for breach of contract, warranty, negligence, indemnification, strict liability in tort or otherwise, is limited to the price of the particular products or services sold hereunder with respect to which losses or damages are claimed. IN NO EVENT WILL MOTOROLA BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS OR OTHER INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. No action shall be brought for any breach of this contract more than two (2) years after the accrual of such cause of action except for money due upon an open account. Section 6 EXCUSABLE DELAYS A. Neither Motorola nor the Purchaser shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but are not be limited to, acts of God; fire; strikes; material shortages; compliance with laws or regulations; riots; acts of war; or any other conditions beyond the reasonable control of the party or parties. B. Delays as identified herein may cause an impact on the Period of Performance stated in the Agreement. Such delays will be subject to an Agreement addendum as described in Section 4. Section 7 DEFAULT A. If either party fails to perform a material obligation under this Agreement, the other party may consider the non-performing party to be in default (unless such failure has been caused by the conditions set forth in Section 6 of these General Provisions) and may assert a default claim by giving the non-performing party a written and detailed notice of default. Except for a default by Purchaser for failing to pay any amount when due under this Agreement which must be cured immediately, the defaulting party will have thirty (30) days after receipt of the notice of default to either cure the default or, if the default is not curable within thirty (30) days, provide a written cure plan. The defaulting party will begin implementing the cure plan immediately after receipt of notice by the other party that it approves the plan. If Purchaser is the defaulting party, Motorola may stop work on the project until it approves the Purchaser's cure plan. B. If a defaulting party fails to cure the default as provided above in Section 7.A, unless otherwise agreed in writing, the non -defaulting party may terminate any unfulfilled portion of this Agreement. In the event of termination for default, the defaulting party will promptly return to the non -defaulting party any of its confidential information. If Purchaser is the non -defaulting party, terminates this Agreement as Motorola Contract No. - 2 - System Purchase Agreement permitted by this Section, and completes the System through a third party, Purchaser may as its exclusive remedy recover from Motorola reasonable costs incurred to complete the System to a capability not exceeding that specified in this Agreement less the unpaid portion of the contract price. Purchaser will mitigate damages and provide Motorola with detailed invoices substantiating the charges. IN THE EVENT OF DEFAULT, MOTOROLA SHALL NOT BE LIABLE FOR ANY INCIDENTAL, LIQUIDATED, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES. Section 8 DELAYS BY PURCHASER If the Purchaser is responsible for delays in the schedule set forth in the Agreement, the Purchaser shall be liable for actual costs incurred by Motorola resulting from these delays if Motorola requests compensation. Such charges may include, but are not limited to, additional Engineering; rescheduling charges; storage charges; maintenance charges; and transportation charges. The Purchaser shall have the option to attempt to minimize actual costs incurred by storing and transporting equipment at its own expense. Such delays will be subject to an Agreement addendum as described in Section 4. Section 9 LICENSES/AUTHORIZATION The Purchaser is solely responsible for obtaining any licenses or other authorizations required by the Federal Communications Commission and for complying with FCC rules. Neither Motorola nor any of its employees is an agent or representative of the Purchaser in FCC matters or otherwise. Motorola, however, may assist in the preparation of the license application at no charge to the Purchaser. Purchaser acknowledges that project implementation is predicated on receipt of proper FCC licensing. Section 10 INDEMNIFICATION Motorola agrees to and hereby indemnifies and saves Purchaser harmless from all liabilities, judgments, costs, damages and expenses which may accrue against, be charged to, or recovered from the Purchaser by reason of or on account of damage to the tangible property of the Purchaser or the property of, injury to, or death of any person, to the extent and in the proportion that such damage or injury is caused by Motorola's negligent acts or omissions or that of its employees, subcontractors, or agents while on the premises of the Purchaser during the delivery and installation of the communications equipment. IN NO EVENT WILL MOTOROLA BE LIABLE FOR INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES. Section 11 WARRANTIES A. WARRANTY PERIOD. Upon System Acceptance, the System Functionality representation described below is fulfilled. The Equipment and Motorola Software is warranted for a period of one (1) year after System Acceptance ("Warranty Period") in accordance with the applicable limited warranties shown below. In no event will the warranty period last longer than eighteen (18) months after the Equipment and Software Motorola Contract No. - 3 - System Purchase Agreement is shipped from Motorola. Purchaser must notify Motorola in writing if Equipment or Motorola Software does not conform to these warranties no later than one month after the expiration of the Warranty Period. B. SYSTEM FUNCTIONALITY. Motorola represents that the Communications System will satisfy the functional requirements in Exhibit C. Upon System Acceptance, this System Functionality representation is fulfilled. After System Acceptance, the Equipment Warranty set forth below and the Software Warranty set forth in the Software License Agreement will apply. Motorola will not be responsible for performance deficiencies of the System caused by ancillary equipment not furnished by Motorola which is attached to or used in connection with the System provided hereunder. Additionally, Motorola will not be responsible for System performance when the functionality is reduced for reasons beyond Motorola's control including, but not limited to, i) an earthquake, adverse atmospheric conditions or other natural causes; ii) the construction of a building that adversely affects the microwave path reliability or RF coverage; iii) the addition of additional frequencies at System sites that cause RF interference or intermodulation; iv) Purchaser changes to load usage and/or configuration outside the parameters specified in Exhibit C; v) any other act of parties who are beyond Motorola's control, including Purchaser or its employees, contractors, consultants or agents. C. EQUIPMENT WARRANTY. Motorola warrants the Equipment against material defects in material and workmanship under normal use and service during the Warranty Period. Unless otherwise specified in writing, the Warranty Period for non -Motorola manufactured Equipment will be as stated in this Section. At no additional charge and at its option, Motorola will either repair the defective Equipment, replace it with the same or equivalent Equipment, or refund the purchase price of the defective Equipment, and such action on the part of Motorola will be the full extent of Motorola's liability hereunder. Repaired or replaced Equipment is warranted for the balance of the original applicable warranty period. All replaced parts of the Equipment shall become the property of Motorola. THIS WARRANTY DOES NOT APPLY TO a) Defects or damage resulting from use of the Equipment in other than its normal and customary manner. b) Defects or damage occurring from misuse, accident, liquids, neglect or acts of God. C) Defects or damage occurring from testing, maintenance, installation, alteration, modification, or adjustment not provided by Motorola pursuant to this System Purchase Agreement. Motorola Contract No. - 4 - System Purchase Agreement d) Breakage of or damage to antennas unless caused directly by defects in material or workmanship. e) Equipment that has been subjected to unauthorized modifications, disassembly or repairs (including the addition to the Equipment of non - Motorola supplied equipment if not authorized by Motorola) which adversely affect performance of the Equipment or interfere with Motorola's normal warranty inspection and testing of the Equipment to verify any warranty claim. f) Equipment that has had the serial number removed or made illegible. g) Batteries (because they carry their own separate limited warranty). h) Freight costs to the repair depot. i) Equipment that has been subject to illegal or unauthorized alteration of the software/firmware in the Equipment. j) Scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment. k) Software. 1) Normal or customary wear and tear. D. Motorola Software Warranty. Motorola Software is warranted in accordance with the terms of the Software License Agreement attached as Exhibit B. E. These express limited warranties as set forth in this Section are extended by Motorola to the original end user purchasing or leasing the System for commercial, industrial, or governmental use only, and are not assignable or transferable. These are the complete warranties for the Equipment and Software provided pursuant to this Agreement. F. THESE WARRANTIES ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL MOTOROLA BE LIABLE FOR DAMAGES IN EXCESS OF THE PURCHASE PRICE OF THE EQUIPMENT. IN NO EVENT WILL MOTOROLA BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS OR OTHER INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE EQUIPMENT, TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. Motorola Contract No. -5 - System Purchase Agreement Section 12 CONFIDENTIAL INFORMATION Motorola proprietary computer programs will be released in accordance with the Software License provisions set forth elsewhere, if applicable. All other material and information of confidential nature marked Motorola PROPRIETARY and/or CONFIDENTIAL will be released as necessary under the following conditions: (1) Purchaser shall exercise reasonable and prudent measures to keep these items in confidence. (2) Purchaser shall not disclose these items to third parties without prior written permission, unless Motorola makes them public or Purchaser learns them rightfully from sources independent of Motorola, or it is required by law to be disclosed. (3) Motorola, where necessary, retains the right to prescribe specific security measures for the Purchaser to follow to maintain the confidentiality. In the event disclosure of such information is necessary, a separate Non -Disclosure Agreement will be required. Section 13 SOFTWARE LICENSE A. Motorola Software. Any Motorola Software furnished will be licensed to Purchaser solely according to the terms and restrictions of the Software License Agreement attached as Exhibit B. Purchaser hereby accepts all of the terms and restrictions of the Software License Agreement. B. Non -Motorola Software. Any Non -Motorola Software furnished by Motorola will be subject to the terms and restrictions of its copyright owner unless such copyright owner has granted to Motorola the right to sublicense such Non -Motorola Software pursuant to the Software License Agreement, in which case the Software License Agreement (including any addendum to satisfy such copyright owner's requirements) shall apply and and the copyright owner will have all of Motorola's rights and protections under the Software License Agreement. Section 14 PATENT INDEMNIFICATION A. Motorola will defend at its expense any suit brought against Purchaser to the extent it is based on a third -party claim alleging that the Equipment manufactured by Motorola or the Motorola Software ("Motorola Product") directly infringes a United States patent or copyright ("Infringement Claim"). Motorola's duties to defend and indemnify are conditioned upon: Purchaser promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Purchaser providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Motorola Contract No. - 6 - System Purchase Agreement Infringement Claim. In addition to Motorola's obligation to defend, and subject to the same conditions, Motorola will pay all damages finally awarded against Purchaser by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Motorola in settlement of an Infringement Claim. B. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense: (a) procure for Purchaser the right to continue using the Motorola Product; (b) replace or modify the Motorola Product so that it becomes non -infringing while providing functionally equivalent performance; or (c) accept the return of the Motorola Product and grant Purchaser a credit for the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards. C. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon: (a) the combination of the Motorola Product with any software, apparatus or device not furnished by Motorola; (b) the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Motorola Product; (c) Motorola Product designed or manufactured in accordance with Purchaser's designs, specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs, specifications, guidelines or instructions; (d) a modification of the Motorola Product by a party other than Motorola; (e) use of the Motorola Product in a manner for which the Motorola Product was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Purchaser to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. In no event will Motorola's liability resulting from its indemnity obligation to Purchaser extend in any way to royalties payable on a per use basis or the Purchaser's revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from Purchaser from sales or license of the infringing Motorola Product. D. This Section 14 provides Purchaser's sole and exclusive remedies and Motorola's entire liability in the event of an Infringement Claim. Purchaser has no right to recover and Motorola has no obligation to provide any other or further remedies, whether under another provision of this Agreement or any other legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies provided in this Section 14 are subject to and limited by the restrictions set forth in Section 5. Section 15 DISCLAIMER OF PATENT LICENSE Nothing contained in this Agreement shall be deemed to grant, either directly or by implication, estoppel, or otherwise, any license under any patents or patent applications of Motorola, except that Purchaser shall have the normal non-exclusive royalty -free license to use that is implied, or otherwise arises by operation of law, in the sale of a product. Section 16 WAIVER Motorola Contract No. - 7 - System Purchase Agreement Failure or delay on the part of Motorola or Purchaser to exercise a right or power hereunder shall not operate as a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. Section 17 GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Section 18 ASSIGNABILITY Except as provided herein, neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Purchaser. In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"), whether by way of a sale, 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 affiliates, to the extent applicable) following the Separation Event. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement.. Section 19 SURVIVAL OF TERMS The following provisions will survive the expiration or termination of this Agreement for any reason: Section 2 (Taxes); Section 5 (Limitation of Liability); Section 7 (Default); Subsection 11.17 (Disclaimer of Implied Warranties); Section 12 (Confidential Information); Section 13 (Software License); and Section 16 (Waiver); Section 17 (Governing Law) and Section 19 (Survival of Terms). Section 20 ADMINISTRATOR LEVEL ACCOUNT ACCESS Motorola will provide Purchaser with Administrative User Credentials. Purchaser agrees to only grant Administrative User Credentials to those personnel with the training or experience to correctly use the access. Purchaser is responsible for protecting Administrative User Credentials from disclosure and maintaining Credential validity by, among other things, updating passwords when required. Purchaser may be asked to provide valid Administrative User Credentials when in contact with Motorola System support. Purchaser understands that changes made as the Administrative User can significantly impact the performance of the System. Purchaser agrees that it will be solely responsible for any negative impact on the System or its users by any such Motorola Contract No. - 8 - System Purchase Agreement changes. System issues occurring as a result of changes made by an Administrative User may impact Motorola's ability to perform its obligations under the Agreement or its Maintenance and Support Agreement. In such cases, a revision to the appropriate provisions of the Agreement, including the Statement of Work, may be necessary. To the extent Motorola provides assistance to correct any issues caused by or arising out of the use of or failure to maintain Administrative User Credentials, Motorola will be entitled to bill Purchaser and Purchaser will pay Motorola on a time and materials basis for resolving the issue. Section 21 MAINTENANCE SERVICE If this Agreement contains a Warranty and Maintenance Plan, then, during the Warranty Period, in addition to warranty services, Motorola will provide maintenance services for the Equipment and support for the Motorola Software pursuant to the terms of this Agreement, including the Warranty and Maintenance Plan and Service Terms and Conditions. Such services and support are included in the Contract Price. If Customer wishes to purchase additional maintenance and support services during the Warranty Period, or any maintenance and support services after the Warranty Period, the description of and pricing for such services will be set forth in a separate document. Unless otherwise agreed by the Parties in writing, the terms and conditions applicable to such maintenance and support will be Motorola's standard Service Terms and Conditions, together with the appropriate statements of work. Motorola Contract No. - 9 - System Purchase Agreement Exhibit B Software License Agreement This Exhibit B, Software License Agreement ("Agreement") is between Motorola Solutions, Inc., ("Motorola"), and City of Round Rock, Texas ("Licensee"). For good and valuable consideration, the parties agree as follows: Section 1 DEFINITIONS 1.1 "Designated Products" means products provided by Motorola to Licensee with which or for which the Software and Documentation is licensed for use. 1.2 "Documentation" means product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which such information is provided). 1.3 "Open Source Software" means software with either freely obtainable source code, license for modification, or permission for free distribution. 1.4 "Open Source Software License" means the terns or conditions under which the Open Source Software is licensed. 1.5 "Primary Agreement" means the agreement to which this exhibit is attached. 1.6 "Security Vulnerability" means a flaw or weakness in system security procedures, design, implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security breach such that data is compromised, manipulated or stolen or the system damaged. 1.7 "Software" (i) means proprietary software in object code format, and adaptations, translations, de - compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement. Section 2 SCOPE Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary Software or products containing embedded or pre -loaded proprietary Software, or both. This Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and Licensee's use of the Software and Documentation. Section 3 GRANT OF LICENSE 3:1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to Licensee a personal, limited, non -transferable (except as permitted in Section 7) and non- exclusive license under Motorola's copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to source code. Motorola Contract No. - 1 - System Purchase Agreement 3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee's use of the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement; (ii) identify the Open Source Software and provide Licensee a copy of the applicable Open Source Software License (or specify where that license may be found); and, (iii) provide Licensee a copy of the Open Source Software source code, without charge, if it is publicly available (although distribution fees may be applicable). Section 4 LIMITATIONS ON USE 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement. 4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back-up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software. 4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other device. Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued. 4.4. When using Motorola's Radio Service Software ("RSS"), Licensee must purchase a separate license for each location at which Licensee uses RSS. Licensee's use of RSS at a licensed location does not entitle Licensee to use or access RSS remotely. Licensee may make one copy of RSS for each licensed location. Licensee shall provide Motorola with a list of all locations at which Licensee uses or intends to use RSS upon Motorola's request. 4.5. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party ("Auditor") may inspect Licensee's premises, books and records, upon reasonable Motorola Contract No. - 2 - System Purchase Agreement prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement. Section 5 OWNERSHIP AND TITLE Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software -and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de -compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola's processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights. Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY 6.1. The commencement date and the term of the Software warranty will be a period of ninety (90) days from Motorola's shipment of the Software (the "Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted, error -free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. 6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola's option, Motorola will replace the defective Software with functionally -equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee's paid license fee. 6.3. Warranty claims are described in the Primary Agreement. 6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without limitation, any and all implied warranties of condition, title, non - infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation. Section 7 TRANSFERS Motorola Contract No. -3 - System Purchase Agreement Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than RSS and Motorola's FLASHportO software) which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement. Section 8 TERM AND TERMINATION 8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola. 8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by Licensee. 8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this. Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non -embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government). Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS This Section applies if Licensee is the United States Government or a United States Government agency. Licensee's use, duplication or disclosure of the Software and Documentation under Motorola's copyrights or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software -Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable, unless they are being provided to the Department of Defense. If the Software and Documentation are being provided to the Department of Defense, Licensee's use, duplication, or disclosure of the Software and Documentation is subject to the restricted rights set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988), if applicable. The Software and Documentation may or may not include a Restricted Rights notice, or other notice referring to this Agreement. The provisions of this Agreement will continue to apply, but only to the extent that they are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS mentioned above, as applicable to the particular procuring agency and procurement transaction. Section 10 CONFIDENTIALITY Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary and confidential information and are Motorola's trade secrets. Licensee will not disclose the Software and Documentation to any third party except as permitted by thisAgreement or expressly in writing by Motorola. Licensee will take necessary and appropriate precautions to maintain the confidentiality and guard against the unauthorized disclosure of the Software and Documentation. Licensee will limit access Motorola Contract No. - 4 - System Purchase Agreement to the Software and Documentation only to Licensee's employees who "need to know" and are authorized to use the Software and Documentation as permitted by this Agreement. Section 11 LIMITATION OF LIABILITY The Limitation of Liability provision is described in the Primary Agreement. Section 12 NOTICES Notices are described in the Primary Agreement. Section 13 GENERAL 13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an admission or presumption of publication of the Software or public disclosure of any trade secrets associated with the Software. 13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws and regulations of the United States and Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not, without the prior authorization of Motorola and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies at the time of the action, requires an export license or other governmental approval. Violation of this provision is a material breach of this Agreement. 13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of Licensee. 13.4. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent that they apply and otherwise by the internal substantive laws of the State to which the Software is shipped if Licensee is a sovereign government entity, or the internal substantive laws of the State of Illinois if Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contracts for the International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA") becomes applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA. 13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended third party beneficiary of this Agreement. 13.6. SURVIVAL. Sections 4, 5, 6.4, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement. 13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subject matter. 13.8 SECURITY. Motorola uses reasonable means in the design and writing of its own Software and the acquisition of third party Software to limit Security Vulnerabilities. While no software can be Motorola Contract No. - 5 - System Purchase Agreement guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section 6 of this Agreement. Motorola Contract No. - 6 - System Purchase Agreement Exhibit C Technical and Implementation Documents Motorola Contract No. - 7 - System Purchase Agreement CITY OF ROUND ROCK, TEXAS NOVEMBER 1, 2016 MCC 7500 CONSOLE ADD-ON ® MOTOROLA The design, technical, pricing, and other information ("Information") furnished with this submission is proprietary information of Motorola Solutions, Inc. ("Motorola") and is submitted with the restriction that it is to be used for evaluation purposes only. To the fullest extent allowed by applicable law, the Information is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the Information without the express written permission of Motorola. MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are the property of their respective owners. © 2015 Motorola Solutions, Inc. All rights reserved. TABLE OF CONTENTS Section 1 SystemDescription............................................................................................................................1-1 1.1 System Overview...............................................................................................................1-1 1.2 Assumptions and Dependencies........................................................................................1-1 1.3 Design Details....................................................................................................................1-1 1.4 Electrical and Heat Requirements......................................................................................1-2 1.5 Option.................................................................................................................................1-2 1.6 The MCC 7500 Dispatch Experience.................................................................................1-3 1.6.1 MCC 7500 Dispatch Console Component Description..................................................1-3 Section 2 Statementof work..............................................................................................................................2-1 2.1 On-site Functional Testing.................................................................................................2-2 2.1.1 Motorola Responsibilities: .............................................................................................. 2-2 2.1.2 City Responsibilities.......................................................................................................2-2 2.2 Training (If purchased).......................................................................................................2-2 2.2.1 Motorola Responsibilities: .............................................................................................. 2-2 2.3 Cutover and Final System Acceptance Testing(FSAT).....................................................2-2 2.3.1 Motorola Responsibilities: .............................................................................................. 2-2 2.3.2 City Responsibilities.......................................................................................................2-2 2.4 Project Close Out...............................................................................................................2-3 2.4.1 Motorola Responsibilities: .............................................................................................. 2-3 2.4.2 City Responsibilities.......................................................................................................2-3 2.5 Finalize...............................................................................................................................2-4 2.5.1 Cutover...........................................................................................................................2-4 2.5.1.1 Motorola Responsibilities: ....................................................................................... 2-4 2.5.1.2 City Responsibilities: .............................................................................................. 2-4 2.5.1.3 Completion Criteria: ................................................................................................ 2-4 2.5.2 Resolve Punchlist...........................................................................................................2-5 2.5.2.1 Motorola Responsibilities: ....................................................................................... 2-5 2.5.2.2 City Responsibilities: .............................................................................................. 2-5 2.5.2.3 Completion Criteria: ................................................................................................ 2-5 2.5.3 Transition to Service/Project Transition Certificate........................................................2-5 2.5.3.1 Motorola Responsibilities: ....................................................................................... 2-5 2.5.3.2 City Responsibilities: .............................................................................................. 2-5 2.5.3.3 Completion Criteria: ................................................................................................ 2-5 2.5.4 Finalize Documentation..................................................................................................2-5 2.5.4.1 Motorola Responsibilities: ....................................................................................... 2-5 2.5.4.2 City Responsibilities: .............................................................................................. 2-6 2.5.4.3 Completion Criteria: ................................................................................................ 2-6 City of Round Rock, Texas MCC 7500 Console Add-on © Motorola Solutions Confidential Restricted November 1, 2016 Use or disclosure of this proposal is subject to the restrictions on the cover page. Table of Contents i 2.5.5 Final Acceptance (Milestone) ....................... Section 3 PricingSummary .............................................................. 3.1 Option One—Single Position Console Add On 3.2 Option Two—Two Position Console Add On ... Section 4 Terms and Conditions...................................................... City of Round Rock, Texas MCC 7500 Console Add-on © Motorola Solutions Confidential Restricted ......................................2-6 ......................................3-1 ......................................3-1 ...................................... 3-1 ..........................4-1 November 1, 2016 Use or disclosure of this proposal is subject to the restrictions on the cover page. Table of Contents ii SECTION 1 SYSTEM DESCRIPTION 1.1 SYSTEM OVERVIEW This proposal will provide the equipment and services necessary to add one additional MCC 7500 operator position to the existing City of Round Rock (the City) MCC 7500 Dispatch console subsystem. The additional console operator position will provide the City with a 9"' operator position. The new console position will be installed in the existing dispatch room at the City of Round Rock Dispatch center. Motorola has also provided an option to add a 106 console operator position. Motorola has based the system design on information gathered from meetings with the City and an analysis of their existing system. All assumptions have been listed below for review. Should Motorola's assumptions be deemed incorrect or not agreeable to the City, a revised proposal with the necessary changes and adjusted costs will be required. • The City shall provide adequate HVAC to ensure the equipment operates in the required electrical and temperate operational range as outlined in this proposal. • The City is responsible for ensuring that the existing dispatch room provides adequate space, power, electrical panels, lightning and grounding protection as outlined in this proposal. • Motorola assumes that the existing electrical service at the Dispatch locations have the capacity available to add the proposed equipment load. • The City will identify electrical distribution panels with available breakers that can be used to power the new equipment at the main dispatch location. • Motorola has not provided any dispatch furniture with this proposal. The City will provide the dispatch furniture and work surfaces for the operator position(s). 1.3 DESIGN DETAILS The following equipments are included in this proposal: • Master Site: — QTY (1) one Master Site Upgrade Model. — QTY (1) one NM/ZC License Key 7.13. — QTY (1) one UCS License Key 7.13. — QTY (1) one Anti -Virus Services. — QTY (1) one five MCC 7500 Console Licenses. Qty (1) one MCC 7500 will be installed in the City of Round Rock Dispatching Room: — QTY (1) one HP Z440 desktop PC. — QTY (1) one Voice Processing Module (VPM). — QTY (1) one Desktop Gooseneck Microphone. — QTY (1) one Desktop Speakers. — QTY (2) two Headset Jacks. City of Round Rock, Texas MCC 7500 Console Add-on November 1, 2016 Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted System Description 1-1 — QTY (1) one Dual Pedal Footswitch. — QTY (1) one 22" LCD Monitor, Black, Non -touch. — QTY (1) one Dual IRR Software. The City additional dispatch console(s) shall utilize the existing backup communication consolettes to maintain RF communication in the event of a wireline communication failure. No additional consolette is included as part of this proposal. 1.4 ELECTRICAL AND HEAT REQUIREMENTS All equipment provided in this proposal is 120VAC. Please see Table 1A for the power and heat specifications of the proposed equipment: Table 1-1: AC/HVAC Sizing for Motorola Provided Equipment at Main Dispatch 1.5 OPTION Motorola has added an option to include a 2°d console quote for the City to add to their dispatch center to be the 10`" console. The option includes the following equipment: Qty (1) one MCC 7500 will be installed in the City of Round Rock Dispatching Room: • QTY (1) one HP Z440 desktop PC. • QTY (1) one Voice Processing Module (VPM). • QTY (1) one Desktop Gooseneck Microphone. • QTY (1) one Desktop Speakers. • QTY (2) two Headset Jacks. • QTY (1) one Dual Pedal Footswitch. • QTY (1) one 22" LCD Monitor, Black, Non -touch. • QTY (1) one Dual IRR Software. • QTY (1) one Anti -Virus Services. The City additional dispatch console(s) shall utilize the existing backup communication consolettes to maintain RF communication in the event of a wireline communication failure. No additional consolette is included as part of this proposal. Section 1.4 only has the electrical per console addition. In the event the optional console is also acquired, the electrical and HVAC load shall be double of the listed total in Section 1.4. City of Round Rock, Texas MCC 7500 Console Add-on November 1, 2016 Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted System Description 1-2 1.6 THE MCC 7500 DISPATCH EXPERIENCE As the most advanced dispatch console in Motorola's portfolio of mission -critical communications technologies, the MCC 7500's standard features offer the City state-of-the-art communications, console management and configuration functionality, dispatch operation, and communications security. 1.6.1 MCC 7500 Dispatch Console Component Description Figure 1-2: VPM-Based MCC 7500 Dispatch Console MCC 7500 operator positions connect directly to the radio system's IP transport network without gateways or interface boxes. Audio processing, encryption, and switching intelligence for dispatch are performed within each software -based operator position, without additional centralized electronics. An MCC 7500 operator position consists of a computer, a Voice Processing Module (VPM), one select speaker, up to three unselect speakers, a desktop gooseneck microphone and/or headset jack box with in-line PTT amplifier and headset, and optional footswitch. Voice Processing Module (VPM) The VPM provides vocoding and audio processing services for the dispatch console. It connects to the console site LAN switch and communicates with the dispatch console PC via Ethernet. Each operator position includes a PC and a dedicated VPM. The VPM also provides connections for analog devices to be connected to the digital console. The VPM has connectors for the following devices • One desktop microphone. • Two headset jacks. • Eight desktop speakers. • Radio instant recall recorder. • Footswitch. • Generic transmit audio input. An optional (not included in this proposal) secure card provides encryption and decryption services for the dispatch console. It is capable of supporting multiple, simultaneous encryption/decryption sessions using multiple algorithms and multiple secure keys. Personal Computer (PC) The dispatch console uses a PC running the Microsoft Windows operating system. . City of Round Rock, Texas MCC 7500 Console Add-on November 1, 2016 Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted System Description 1-3 Headset Jack Each dispatch console is capable of supporting up to two headset jacks. A headset jack allows a dispatch console user to use a headset while operating the dispatch console. Each headset can either be connected to the console for supervisory applications, or to a desk telephone. The headset jack contains two volume controls: one for adjusting the level of received radio audio and one for adjusting the level of received telephone audio. The headset jack supports headsets which use either PJ7 (6 -wire) or PJ327 (4 -wire) longframe connectors (6 -wire headsets have a PTT button while 4 -wire headsets do not have a PTT button). Desktop Speakers Desktop speakers supply audio for select/unselect, as well as pre -determined audio sources to specific monitor speakers., each of which transmits unique audio—that is, an audio source cannot appear in multiple speakers at a single dispatch console. Each position supports up to eight audio speakers. Monitor speakers—man tie specific talkgroups to a certain speaker, such as all fire resources to speaker 3. Each speaker has individual volume controls, and contains an amplifier that provides a maximum of 2 Watts of power output. Speakers are self-contained units, and can be placed on a desktop, mounted in a rack/furniture, mounted on a wall, or mounted on a computer monitor. A mounting bracket is included with each speaker. For this proposal, only two (Select and Un -selected) speakers were included. Footswitch Each dispatch console is capable of a dual pedal footswitch. The footswitch can be configured to control general transmit and monitor functions. City of Round Rock, Texas MCC 7500 Console Add-on November 1, 2016 Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted System Description 1-4 SECTION 2 Motorola Responsibilities • Assign a project manager. • Motorola will assign third party `Installer' (Motorola Shop) for the MCC 7500 hardware installation. • Coordinate and schedule a Kickoff Meeting with the City, Motorola, and the Installer. • Run the Kickoff Meeting and record and distribute meeting minutes: — Anticipated personnel from Motorola include the Motorola Project Manager (PM) and System Engineer. • Attend any required site walks. • Motorola to oversee the following work by Installer (Motorola Shop): — Install one or two MCC 7500 dispatch consoles, each consisting of: ♦ Dispatch Z440 workstations. ♦ 22 Inch Dispatch Monitor. ♦ Voice Processor Module (VPM). ♦ Desktop Speakers. Headset Jacks. ♦ Gooseneck microphone. ♦ Dual foot switch pedal. • Motorola will configure the system with correct parameters. • Confirm everything is according to R56 standard. • Motorola will generate the acceptance test plan for the MCC 7500 and perform the testing. City Responsibilities The City of Round Rock (the City) will assume responsibility for installation and performance of all other equipment and work necessary for completion of this project that is not provided by Motorola. City's general responsibilities include the following: • Assign a project manager, as the single point of contact responsible for City -signed approvals. • The City is responsible for adding power circuits as required and to be determined during a contract design review. • Assign other resources necessary to ensure completion of project tasks for which the City is responsible. • The City's key project team participants attend the meeting. • Review Motorola and City responsibilities. • Provide all buildings, equipment shelters, and towers required for system installation. • Insure communication sites meet space, grounding, power, and connectivity requirements for the installation of all equipment. • Obtain all licensing, site access, or permitting required for project implementation. • Obtain frequencies for project as required. • Provide required system interconnections. City of Round Rock, Texas MCC 7500 Console Add-on November 1, 2016 Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Statement of work 2-1 2.1 ONSITE FUNCTIONAL TESTING After all equipment has been installed in the Dispatch Center, the new equipment can be verified and made operational (but not "live" yet). Then, system testing can be performed. 2.1.1 Motorola Responsibilities: • Generate Test plan for the MCC 7500 and perform the testing. • Motorola will solve any issues in order to receive the correct test results. • Provide the test results to the City for review and acceptance. 2.1.2 City Responsibilities • Review the test results and provide feedback or acceptance. 2.2 TRAINING (IF PURCHASED) 2.2.1 Motorola Responsibilities: • Finalize training schedules purchased as part of this project with City Project Manager. • Set up the training classes outlined in the Training Plan. • Provide the Training Plan per the relevant selections in the final Product List and Pricing. • Provide Training Documentation to support the Training Plan. • Provide the required training per the Training Plan. 2.3 CUTOVER AND FINAL SYSTEM ACCEPTANCE TESTING (FEAT) 2.3.1 Motorola Responsibilities: • Create a punchlist of items based on City input for completion prior to the FSAT. • Resolve punchlist items that are related to the Motorola scope of work. • During cutover, ensure that the written plan is followed and implement contingencies as required. • Present System Acceptance Test Plan Results to the City. • Obtain City concurrence and signoff of System Acceptance Test Plan Results. • Conduct Final System Acceptance Test. • Document the results of the FSAT and provide to the City. 2.3.2 City Responsibilities • Review the Final Acceptance test plan results and provide comments or acceptance. City of Round Rock, Texas MCC 7500 Console Add-on November 1, 2016 Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Statement of work 2-2 2.4.1 Motorola Responsibilities: Create, document, and provide a post -project support plan to the City. Review post -project Customer support plan. Finalize all documentation and provide an electronic as -built manual, in PDF format, on CD which will include the following: — System -Level Diagram. — Equipment Inventory List. — Product data sheets. — Product manuals. 2.4.2 City Responsibilities The City will assume responsibility for installation and performance of all other equipment and work necessary for completion of this project that is not provided by Motorola. The City's general responsibilities include the following: • Assign a project manager, as the single point of contact responsible for City -signed approvals. • The City is responsible for adding power circuits in all facilities as required and to be determined during a contract design review. • Assign other resources necessary to ensure completion of project tasks for which the City is responsible. • The City's key project team participants attend the meeting. • Review Motorola and City responsibilities. • Provide all buildings, equipment shelters, and towers required for system installation. • Insure communication sites meet space, grounding, power, and connectivity requirements for the installation of all equipment. • Obtain all licensing, site access, or permitting required for project implementation. • Obtain frequencies for project as required. • Provide required system interconnections. • The City will provide a dedicated delivery point, such as a warehouse, for receipt, inventory and storage of equipment prior to delivery to the site (s). • Coordinate the activities of all City vendors or other contractors. • Provide a reliable Ethernet Network or backhaul Network. Motorola has made several assumptions in preparing this proposal, which are noted below. Motorola will need to verify all assumptions or seek alternate solutions in the case of invalid assumptions. • All existing sites or equipment locations will have sufficient space available for the system described as required/specified by R56. • All existing sites or equipment locations will have adequate electrical power in the proper phase and voltage and site grounding to support the requirements of the system described. City of Round Rock, Texas MCC 7500 Console Add-on November 1, 2016 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Statement of work 2-3 • Any site/location upgrades or modifications are the responsibility of the City. • Any tower stress analysis or tower upgrade requirements are the responsibility of the City. • Approved FCC licensing provided by the City. • Approved local, state or Federal permits as may be required for the installation and operation of the proposed equipment are the responsibility of the City. • Any required system interconnections not specifically outlined here will be provided by the City. These may include dedicated phone circuits, microwave links or other types of connectivity. • No coverage guarantee is included in this proposal. • Motorola is not responsible for interference caused or received by the Motorola provided equipment except for interference that is directly caused by the Motorola provided transmitter(s) to the Motorola provided receiver(s). Should the City's system experience interference, Motorola can be contracted to investigate the source and recommend solutions to mitigate the issue. 2.5 FINALIZE 2.5.1 Cutover 2.5.1.1 Motorola Responsibilities: • Motorola and the City will develop a mutually agreed upon cutover plan. This will be straight forward as this is only implementing an additional console position. Any interruption that may arise from this task will need to be fully addressed in the cutover plan. • During cutover, follow the written plan and implement the defined contingencies, as required. • Conduct cutover meeting(s) with user group representatives to address both how to mitigate technical and communication problem impact to the users during cutover and during the general operation of the system. 2.5.1.2 City Responsibilities: • Attend cutover meetings and approve the cutover plan. • Notify the user group(s) affected (if any) by the cutover (date and time). • Conduct a roll call of all users working during the cutover, in an organized and methodical manner. • Ensure that all Subscriber users are trained and the Subscribers have been activated on the system. 2.5.1.3 Completion Criteria: Successful implementation of the 91h and 10`'' (if optional position is selected) MCC 7500 Console position. City of Round Rock, Texas MCC 7500 Console Add-on November 1, 2016 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Statement of work 2-4 2.5.2 Resolve Punchlist 2.5.2.1 Motorola Responsibilities: • Work with the City to resolve punchlist items, documented during the Acceptance Testing phase, in order to meet all the criteria for final system acceptance. 2.5.2.2 City Responsibilities: • Assist Motorola with resolution of identified punchlist items by providing support, such as access to the sites, equipment and system, and approval of the resolved punchlist item(s). 2.5.2.3 Completion Criteria: • All punchlist items resolved and approved by the City. 2.5.3 Transition to Service/Project Transition Certificate 2.5.3.1 Motorola Responsibilities: • Review the items necessary for transitioning the project to warranty support and service. • Provide a Customer Support Plan detailing the warranty and post -warranty support, if applicable, associated with the Contract equipment. 2.5.3.2 City Responsibilities: • Participate in the Transition Service/Project Transition Certificate (PTC) process. 2.5.3.3 Completion Criteria: • All service information has been delivered and approved by the City. 2.5.4 Finalize Documentation 2.5.4.1 Motorola Responsibilities: • Provide an electronic as -built system manual on a Compact Disc (CD). The documentation will include the following: — ATP Test Checklists. — Functional Acceptance Test Plan Test Sheets and Results. — Equipment Inventory List. — Console Programming Template. — Maintenance Manuals. — Technical Service Manuals. • Provide two console operator manuals at every dispatch center. City of Round Rock, Texas MCC 7500 Console Add-on QMotorola Solutions Confidential Restricted November 1, 2016 Use or disclosure of this proposal is subject to the restrictions on the cover page. Statement of work 2-5 2.5.4.2 City Responsibilities: • Receive and approve all documentation provided by Motorola. 2.5.4.3 Completion Criteria: • All required documentation is provided and approved by the City. 2.5.5 Final Acceptance (Milestone) • All deliverables completed, as contractually required. • Final System Acceptance received from the City. City of Round Rock, Texas MCC 7500 Console Add-on November 1, 2016 Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Statement of work 2-6 SECTION 3 PRICING SUMMARY 3.1 Wd Motorola's system solution and services are priced as follows: OPTION NE -SINGLE POSITION CONSOLE ADD ON Total solution price per equipment and services outlined in this proposal. Total solution price per equipment and services outlined in this proposal. Descriptiolf— '- System Price System Price $91,450.00 Contract Discount ($21,787.00) Total $69,663.00 Project price breakdown: Equipment Equipment $36,058.00 Services $33,605.00 Total solution price per equipment and services outlined in this proposal. Descriptiolf— '- System Price $152,620.00 Contract Discount ($39,830.00) Total $112,790.00 Project price breakdown: Equipment $67,568.00 Services $45,222.00 City of Round Rock, Texas MCC 7500 Console Add-on PS -000069177 November 1, 2016 Use or disclosure of this proposal is subject to the restrictions on the cover page. QMotorola Solutions Confidential Restricted Pricing Summary 3-1 SECTION 4 TERMS AND CONDITIONS Terms and Conditions are included on the following pages. City of Round Rock, Texas MCC 7500 Console Add-on PS -000069177 November 1, 2016 Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Terms and Conditions 4-1 Exhibit D Motorola/H-GAC Radio Communications Equipment & Systems Agreement Motorola Contract No. - 1 - System Purchase Agreement Radio Communication/Emergency Response & Mobile interont-rability Equipment Pane 105 A CON'TItACT 13ETWEGN HOEIS'1.ON-GALVESTON AREA COUNCIL I IOLiStOn, "Texas AND MOTOROLA SOLUTIONS, INC. Fanners Branch, Texas '1 his Contract is made and entered into by the Houston -Galveston Area Council of Governments, hereinafter referred to as H -CAC, havin- its principal place of business at 3555 Timmons Lane, Suite 120, Houston, Texas 77027, AND, Motorola Solutions, Inc. hereinafter referred to as the CONTRACTOR, having its principal place of business at Park West C-2, 1507 LBJ Freeway, Farmers Branch, Texas 75234 Alt 11CLE 1: SCOPE OF SERVICES The parties have entered into a Radio Communication/Emergency Response & Mobile Interoperability Equipment Contract to become effective as of May 1, 2015, and to continue through April 30, 2013 (the `'Contract"), subject to extension upon mutual agreement ofthe CONTRACTOR and 1I -GAC. H -GAC enters into the Contract as Agent for participating governmental agencies, each hereinafter retei red to as GNU USER, for the purchase of Radio Communication/Emergency Response & Mobile Interoperability Equipment offered by the CONTi2ACTOR. 'Tile CONTRACTOR agrees to sell Radio Communication/Emergency Response & Mobile Interoperability Equipment through the H -GAC Contract to END USERS ARTICLE 2: THE COMPLE'T'E AGREEMENT 'I he Contract shall consist of the documents identified below in urderofpiecedence- 1 The text of this Contract lurm, including but not limited to, Attachment A 2 General Terms and Conditions 3 Proposal Specifications No. RA05-15, including any relevant suffixes 4. C'ON'TRAC:TOR's Response to Proposal No: RA05-15, including but not limited to, prices and options offered All of which are either attached hereto or incorporated by reference and hereby made a part of this Contract, and shall constitute the complete agreement between the parties hereto. This Contract supersedes any and all of -al or written agreements between the parties relating to matters herein. Except as otherwise provided herein, this C'onlract cannot be modified without the written consent of both parties ,ARTICLE 3: LEGAL AUTHORITY CON•TRACI.OR and H -GAC warrant and represent to each other that they have adequate legal counsel and authority to enter into this Contract The governing bodies, where applicable, have authorized the signatory officials to enter into this Contract and hind the parties to the terms of this Contract and any subsequent amendments thereto ARTTCLF:4: APPLICABLE LAWS The parties agree to conduct all activities under this Contract in accordance with all applicable rules, regulations, directives, issuances, ordinances, and laws in ellect or promulgated during the term of this C'ontrict. .-ARTICLE 5: INDEPENDENT CONTRACTOR The execution ()['this Contract and the rendering of services prescribed by this Contract do not change the independent status of Ii -CAC or CONTRACTOR No provision of this Contract or act of H -GAC in performance oC this Contract shall be construed as making CONTRACTOR the agent, servant or employee of Ill -GAC, the State of Texas or the united States Government. Employees of CONTRACTOR are sublcct to the exclusive control and supervision of CONTRACTOR. CONTRACTOR is solely responsible for employee payrolls and claims arising therefrom ARTiCLE G: END USER AGREENIENTS 11 -GAC acknowledges that the END USER may choose to enter into an land User Agreement with the CONTRACTOR through this Contract and that the term of said Agreement may exceed the term of the H -GAC Contract I lowever this acknowledgement is not to be construed as 11 -CAC's endorsement or approval ofthe End User Agreement terms and conditions. CONTRACTOR agrees not to oRerto, agree to or accept from END USER any terms or conditions that conflict with or contravene those in CONTRACTOR's H -GAC contract. Further, termination ofthis Contract for anv reason shall not result in the termination of the underlying End User Agreements entered into 1. between CONTRACTOR and any END ISE R which steal I, in each instance, continue pursuant to theirstatcd terms and duration. The only ellect ot'ternrination ofthis Contract is that CONTRACTOR wil I no longer be able to enter into any new End User Agreements with END USERS pursuant to this Contract. Applicable ll -GAC order processing- charges will he due and payable Qi 1 -1 -GAC on any End User H %CON I1ZACrs\Radco CnmmsmcationiCrnergency Response f. Mobile interoperabdgy Rluipment\Muturudu Sdtinuns. ine \RA05•I5 Iv Radio Communication/Emermev Response & Mobile Interoperability Equipment Page 2 of 5 Agreements surviving termination of this Contract beWven H -GAC and CONTRACTOR. ARTICLE 7: SUBCONTRACT'S & ASSIGNiI&MNTS CONTRACTOR agrees not to subcontract, assign, transfer, convey, sublet or otherwise dispose ofthis Contract orany right, title, obligation or interest it may have thereinto any third party without prior written notice to iI-GAC. 11 -GAC reserves the right to accept or reject any such change CONTRACTOR shall continue to remain responsible for all performance under this Contract regardless of any subcuntzicr or asstepiment 1 -1 -GAC shall be liable solely to CONTRACTOR and not to any of its Subcontractors or Assignees. ARTICLE R: EXAMINATION AND RETENTION OF CONTRAC'TOR'S RECORDS CONTRACTOR shall maintain during the course of its work complere and accurate records of items that are chargeable to END USER under this Contract. H -GAC, through its staff or its designated public accounting firm, the State ofTexas, or the United States Govemment shall have the right at any reasonable time to inspect copy and audit those records un or off the premises of CONTRACTOR. Failure to provide access to records may be cause for termination ofthis Contract CONTRACTOR shall maintain all records pertinent to this Contract fora period ofnot less than five (5) calendar years from the date of acceptance of the final contract closeout and until any outstanding litigation, audit or claim has been resolved The right of access to records is not limited to the required retention period, but shall last as long as (lie records are retained. CONTRACTOR further agrees to include in all subcontracts under this Contract, a provision to the effect that the subcontractor agrees that H-GAC'S duly authorized representatives. shat 1, until the expiral ion of five (5) calendar years after final payment under the subcontract or until all audit findings have been resolved, have access to, and the right to examine and copy any directly pertinent books, documents, papers, invoices and records ol'such subcontractor involving any transaction relating to the subcontract To the extent allowed by law, nothing contained herein shall authorize H -GAC and/or END USER to audit confidential information regarding product cost. ARTICLE 9: REPORTING RF01 CONTRACTOR agrees to submit reports or other documentation in accordance with the General Terms and Conditions ofthe Proposal Specifications. If CONTRACTOR fails to submit to II -CAC in a timely and satisfactory manner any such report or documentation. or otherwise tails to satisfactorily render performance hereunder, such failure may be considered cause fur termination of this Contract. ARTICLE 10: MOST FAVORED CUSTOMER CLAUSE I I'CONTRACTOR at any time during a contract period, routinely enters into agreements with other governmental customers within the State of Texas, and offers the same or substantially the sante products oftcred to H -CAC on a basis that provides prices more thhvorable than those provided to H -GAC. CONTRACTOR shall within len (10) business days thereafter notify 11 --GAC ofthat offering. The contract with H -GAC shall be deemed to be automatically amended and effective retroactively to the effective date ofthe most favorable contract, wherein CONTRACTOR shall provide the same quantity discount to iI-(;AC and its Hod Users for equal or larger orders purchased the same quantity and under the same circumstances It -GAC shall have the right and option at anytime to decline to accept anysuch change, in which antic the amendment shall be deemed null and void. f PCONTRACTOR believes any apparently more favorable price charged and/or offered a customer during the term of this agreement is not in fact most favored treatment, CONTRACTOR shall within ten ( 10) business days nor fy II-C;AC: in writing, setting forth the detailed reasons CONTRACTOR believes aforesaid otter which has been deemed to be a most favored ticaunent, is not in fact most favored treatment. H -GAC, after due consideration of such written explanation, may decline to accept such explanation and thereupon the contract between 11 -GAC and CONTRACTOR shall be automatically amended, effective retroactively, to the effective date of the most favored agreement, to provide the same prices to H -GAC l'he most favored price structure set forth in this paragraph shall not apply to any pre-existing contracts Contractor has in the state of I exas The term "pre-existing contracts" shall refer to contracts in existence as ofthe original effective date ofthe 1 IGAC contract, i.c 511115. The Parties agree that the above MFC provision shall not apply to the sale of large communications system-, (one mullion dollars ($ 1,000,000.00) and above). The term "Currirnuntcations Svsten: " shall refer to a project that includes the sate of infrastructure hardware anchor software, user devices, and Motorola engineering and installation service. The contract for a "Communication System" will akways have it Statement of Work and all Acceptance Test Plan. 'I lie Parties accept the following delinitionofroutine apre.cc:vberldetuiledcnu:;verfetcrranlnbefollar-edregr:lm•Ir•:ctstm:dr7rd procedure ARTiCLF. I l: SEVERABILITY All parties agree that should any provision of this Contract be determined to be invalid or unentorccable, such determination shall not affect any other term of this Contract. which shall conunue in full tierce and effect 11 '•CONTRACrSIRadio Commim eationA:mergcncy Response & While Intempcmbdity FquipmentlMotcuofa Solutions. IncARA05-15.1 y Radio Comm unication/Cmerigencv Response & Mobile Interoperabilitv Egitinment page 3 of 5 ARTICLE 12: DISPUTES Any and all disputes concerning questions of tact or of lawarisntg under this Contract, which are not disposed ofby agreement, shall be decided by the Executive Director of H -GAC or his dest-nee, who shat I reduce his decision to writing and provide notice thereof to CONTRACTOR rhe decision ofthe Executive Director or his designee shall be final and conclusive unless; within thim' (30) days from the date of receipt of such notice, CONTRACTOR requests a rehearing from the Executive Director of H -GAC. in connection with any rehearing under this Article, CONTRACTOR shall he afforded an opportunity to be heard and offer evidence in support of its position The decision ofthe Executive Director alter any such rehearing shall be final and conclusive. CONTRACTOR may, if it elects to do so, appeal the final and conclusive decision of the Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder, CONTRACTOR shall proceed diligently with the performance of this Contract and in accordance with H -CAC's final decision. ARTICLE 13: LIMITATION OF C'ONTRACTOR'S LIABiLITY Except asspecified ied in any separate w•riling between the CONTRACTOR and an END USER, CONTRACTOR's total liability under this Contract, whether tier breach of contract, warranty, negligence, strict liability, in tort or otherwise, but excluding its obligation to indemnity H -GAC described to Article 14, is limited to the price of the particular products/scryices sold hereunder, and CONTRACTOR agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted in no event will CONTRACTOR be liable for any loss of use, loss of time, inconvenience, commercial loss, lost profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. CONTRACTOR understands and agrees that it shall be liable to repay and shall repay upon demand to END USER any amounts determined by H -GAC , its independent auditors, or any agency of State or Federal government to have been paid in violation of the terms of this Contract. - 1RTICLE 14: LiIVHT OF 11-GAC'S LIABILITY AND INDEMNIFICATION OF H -GAC II -CAC's liability under this Contract, whether for breach otcontracl, warranty, negligence, strict liability, in tort or otherwise, is limited to its order proccssnig charge io no evcnl will H -GAC be liable till- any loss of use, loss of lime, inconvenience, commercial loss, lost profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor agrees, to the extent permitted by law, to defend and hold harmless H -GAC, its board members, officers, agents, officials, employees, and indemnities from any and all claims, costs, expenses (including reasonable attorney fees), actions, causes of action, judgments, and liens arising as a result of CONTRACTOR's negligent act or omission under this Contract. CONTILACTOR shall notify II -GAC of the threat of lawsuit or of any actual suit filed against CONTRACTOR relating to this Contract AWHCLE 15: TERMINATION FOR CAUSE H -GAC. may terminate this Contract lbr cause bused upon the [ailuro of CONTRACTOR to comply with the terms and/or conditions ofthe Contract; provided (hat 11 -GAC shall give CONTRACTOR written notice specifying CONTRACTOR'S failure. If within thirty (30) days after receipt of such notice, CONTRACTOR shall not have either corrected such failure, or thereafter proceeded diligently to complete such correction. then II -GAC may, at its option, place CONTRACTOR in default and the Contract shall terminate on the date specified in such notice. CONTRACTOR shall pay to H -GAC any order processing charges due from CONTRACTOR nn that portion of the Contract actually performed by CONTRACTOR and for which compensation was received by CONTRACTOR. ARTiCL.E 16: TERMINATION FOR CONVENIENCE Either H-GACor CONTRACTOR may cancel or terminate this Contract at any time by giving thirty (30) days written notice to the other. CONTRACTOR may be entitled to payment from END ITS ER [hr services actually performed: to the extent said services are satisfactory to END USER. CONTRACTOR shall pay to H -GAC any order processing charges due fi•om CONTRACTOR on that portion of the Contract actually performed by CONTRACTOR and for which compensation is received by CONTRACTOR. ARI 1(:LE 17: CIVIL AND CRIMINAL PROVISIONS AND SANCTIONS CONTRACTOR agrees that it will perform under this Contract in conformance with safeguards against fraud and abuse as set forth by H -GAC, the State of Texas, and the acts and regulations of any funding entity. CONIRAC7FOR agrees to notify H -GAC of any suspected fraud, abuse or other criminal activity related to this Contract through tilingofawritten report promptly atter it becomes aware ofsuch activity. ARTICLE IS: GOVERNING LAW & VENUE This Contract shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising under or in connection with this Contract shall lie exclusively in Harris County, Texas. Disputes between END USER and CONTRACTOR are to be resolved in accord with the law and venue rules of the state of purchase CONTRACTOR shall immediately notify H -GAC of such disputes ARTICLE 19: PROCEDURAL STEPS ENUNIERATED FOR SALES TO EiND USERS I All Coolie rativc Purchasing bust ness wiII be luocessed in accordance with l l-(TA("s f)nlicies and procedures, at coittracted pt ices, and shall include approved order processing charges. i . END USER will access the Cooperative Purchasing Program through the H -CAC website and /or by submission of any duly H `C0N'I'RACI'S1Rad,o C'ommumcauonjEniergency Response & Mobile interoperabildy EquipmentWolorola Solations, inc 1RAOS-15 19 Radio Commnuication/Emergency Response & Mobile interoperability Eauipnient Page 4 of i executed purchase order to a contractor having a valid contract with I1 -CAC and in a format acceptable to H -GAC 3. END USER will submit order(s) electronically through CONTRACTOR'S on-line ordering process or issue Purchase Order(s) directly to CONTRACTOR at contract prices, and also submit a copy to H -GAC. d. The 11 -GAC CONTRACTOR will deliver products/services as specified by the contract between CONTRAC`TOR acid H -GAC, and Invoice each END USER for (1) products/services purchased and (2) H-GAC'S applicable ordei processing charge. 5. Upon delivery, acceptance, and receipt of an H -GAC ('ONTRA(TOR's,dacumented invoice, END USER shall pay the H - GAC CONTRACTOR the frill amount ofthe invoice. 6. For orders of less than $100,000, CONTRACTOR will promptly pay to H -GAC any order processing charges due, and in Any case, not later Ilton sixty (60) calendar days alter End User order is processed Payments will be processed to H -CAC on a monthly basis. For orders of$100,000 or store, CONTRACTOR will promptly pay to H -GAC anv order processing charges due. and in any case not later than forty-five (d 5) calendar days after receipt of End User payment by Motorola 7. Failure to promptly remit I I -CAC's order processing charges may result in sanctions including, but not limited to, contract termination 3. CONTRACTOR shall be responsible for deliveryand acceptance ofeach unit by END USER, according to the requirements of the specifications, this Contract, and purchase order issued to CONTRACTOR by an END USER, All required equipment tests shall be borne by CONTRACTOR. 9_ CONTRACTOR shall promptly provide H -GAC and END USER with all information pertaining to delivery schedules. CONTRACTOR shall also use its best efforts to expedite unit deliveries on shorter notice than set birth in its verification For any specilic purchase order when requested. 10 All prices arcF.O B END USER'S location with all (ransponaLion charges prepaid and Included in any invoice. 11 Al( pricing shall be based on die current contract unless the H-GACCONTRACTOR prior to receipt of -END USER's purchase order for delivery of any products/seryices has received 11-GAC's prior written approval for any price increases. 12. The i1 -GAC CONTRACTOR agrees to accept the ternis of this agreement and to conduct all transactions based on pricing and other terms of the contract including, but not limited to, the applicable H -GAC order processing charge. The CONT RACI'OR agrees to encourage END 0SERS to execute authorizing Interlocal contracts with H -GAC. ARTICLE 20: LIOUiDA I -ED DAINIAGES Any liquidated damages terms Nall be determined between CONTRACTOR and END USER at the time END USER's purchase order is placed ARTICLE 21: PERFOR\4ANCE BONDS FOR iNDWI[DUAL ORDERS Except as described below for fire appatatus, CONTRACTOR agrees to provide a Perfoiniance Bond at the request of END (ISER within ten (10) days of receipt of END USER's purchase order. it shall be standard procedure for every order received for fire apparatus that a Performance Bond in the amount ofdie order be provided to the END USER. Failure of CONTRACTOR to provide such performance bond within ten (10) days of receipt of END USER's order may constitute a total breath of contract and shall be Cause for cancellation of the order at END USER's sole discretion. END USER may choose to delete the requirement fora Performance Bond at END USER's sole discretion. Ifthe bond requirement is %valved, END USER shall be entitled iu a price reduction commensurate with the cost that would have been incurred by CONTRACTOR for the bond ARTICLE 22: CHANGE OF CONTRACTOR STATUS CONTRACTOR shall immediately notify Ill -GAC, in writing, ofANY change in ownership, control, dealership/franchi see status, Motor Vehicle license status, or name, and shall also advise whether or not this Contract shall be affected in any way by such change. I1 -CAC shall have the right to determine whether or not such change is acceptable, and to determine ,%hat action shall be warranted, up to and including cancellation of Contract ARTICLE 23: I.10ENSING REOUIRED BV TEXAS MOTOR VEi[ICLE BOARD /IF,4PP1.IC'1l131.F.1 CONTRACTOR will for the duration of this Contract maintain current licenses that arc required by the'Texas Motor Vehicle Commission Code if at any time during this Contract period, any CONTRACTOR'S license is not renewed, or is denied or revoked, CONTRACTOR shall be deemed to be in default of this Contract unless the Motor Vehicle Board issues a stay or waiver. Contractor shalt promptly provide copies ofall current applicable Texas Motor Vehicle Board documentation to H -GAC upon rcqucst 11 CQNTRAC. FS�Radno Cmmnuirncution:i inergency Respmse & Mobile Inferopurabi Iitg EquipmcniWo:orola Sniumms. Ire IRAQ -I5 19 Rne11a Commttnjotionminit w—V Raj oloa } roblle Interonerobillty Cnrtnmew Page S of R LN WITNESS WIMMOF, tho partie3 hove caused chis Contract Lo be mccuied by their duly authorized reorc Walivtas, Signed Rrr HouMon•Getvesinn Are■ Co■ntq, Howmn, Allot for Howt git-Calvemon Aren Courtell, Housioe, Slgmd for bto(arobt Solatloner Inc Fammm Brumll.I Printed krana & 031e: Lf7� 0 ZG1 S Anast forfiiofarnla Solallons, Inv. � ]�L, , Farmers Brunch, Tasau: ``'u PriniedNamo &TING: { `(Jwoy- / a e_rtoe 11555 E V. )' . Data: 41/2 0 2Q-15 Sz�t� I- ACONTRACWRadio Camonub icuOLWFlmrjemy Rttpmm & Mobil* Tnwrooanbllily FqugeetnWAoiomlR Solulbnt, rac.tRAU3.1$.14 Attachment A \fotoroln Solutions, inc. Radio Communication/Emergency Response & Mobile Internper2bilily Equipment Contract No.: RAOS-li Product Cate ory Description Base Offered Price OA, OB, OC Per the RFP dfotorola has included an Electronics Catalogue (SCAT diskj on a CD media in lieu of hstin; each individual product and its options. In addition, a discount APCslieel is attachedin the priciao section and used to rafculate all indhidual prices within the EC4T disk See APC Discounts per FCAT Price-ook I;lli:et: 211412015 cUve OD Motorola Integration Services LMR Motorola offers %%idc range of services including integration, Inslallatiun and Training. The cost of these services is regional in nature. Samples below are listed for reference only. OD Project Management Daily Rate* $ 1,815.00 OD System Technologist Dadv Rate* $ 2,173 OL) OD Standard Shoo Instal aiion Hourly Rate* $ 150.00 OD Standard Shop installation: Daily Row* $ 1,200.00 OD Mobile Radio Installation` $130-S500 OD Radio Programming' $55-$125 OD Data Instal lat:onI $150-5423 *Prices may van, by Re¢ion and Shoed Scope. Travel Not included OD Muturula Integration Services Advanced Services Motorola alters %Side range ofservices including Integration, installation and Training The cost of these services is regional in nature Samples below are listed for reference only OD N(j9-I-I Consohinr Services -Daily Raw $1,694 OD Security Project/Program Management -Daily Rate' $1,694 OD Wireless Security Technician -Daily Rate* $1,530 OD Securitv Penetration fester (Wired Network) -Daily Rate" $1,580 OD Secutriv Trainer-Daih Rate" 31.328 OD Application Secuiity_ Code Reviewer -Daily Rate` 12.033 OD IT Incident Response and 1:-I)iscovery Assnance-Daily Rate' $1.694 OD Tr Disaster Recovery Planner -Daily Ratc' $1.530 OD iT Disaster Recovery Plan Tester -Daily Rate* $1.530 OD BuisnessCunUnuity/ContinuityofGuveinnientPlanner-Daily Rate* $1,540 OD Buc,ness Continuity/Continuity of Government Plan Tester -Daily Rede' $1,130 OD Mobile Ap l ication Services Project Management -Daily Rate* $565 OD Mobile Application Services Solution Architech-Daily Rate* $2.033 OD Mobile application Services Application and Solution Design -Daily Rate` $2.033 OD Mobile Application Services Application and Solution implementation -Daily Rate* 52:03.1 OD Application Integration and Customization Services Project Management -Daily Rate* 81,694 OD Application Integration and Customization Services Solution Archilech-Daily Rate* $2,033 OD Application integration and Cuslomizition Services Application and Solution Design -Daily Rate' $2.033 OD Application Integration and Custornizaiion Services Application and Solution lmpiemcnfatrun-Daily Rate* $1.694 OD Unified Corp inunications Services Project Managen%ent-Daily Rede* $1.694 OD Unified Coin nwmcations Services Solution Architech-Daily Rate* $2.033 OD Unified Communications Services Application and Solution Design -Daily Rate* $2-033 OD Unified Communications Services rlpphcalion and Solution Implementation- Daily Rale* $1.094 Page 1 of OD Cunsultina Serv,ces Protect Management -Daily Rate" $1.694 OD CUnSU!IMP SCFViCCS Svstem Engineer-Daily Ratc" $1-694 OD Consultinc Services Solution Arclutech-Dailv Race* $2.033 OD Consulting Services Internet Protocol Network Accessment-Daily Rate' $2,033 OD Consultiu Smics IP Network Desien and Integration-Daily Rate" $2.033 OD Consulting Services fP Witte Arca Nctvurk Aacklmul Design and Integration- Daily Rate* $2,033 OD Consulting Services Custocmr Network Interface Design and Inte_r_ration-Daik Rule* $2.033 It APC DISCOUNTS 001 PER ECA T PRICEBOOK ortable adiophone ( ortab e-s 20% 020 CAD EquipmentList 039 CAD Equipment 5% 068 CAD Equipment 10% 232 CAD Equipment5% 297 CAD Equipment5% 330 CAD Equipment5% 333 quipmen 10% 548 CAD Equipment 10% 702 CAD Equipment List 850 CAD Equipment List 879Equipment List 981 CAD Equipment List 040 Data Applications 15% 041 Data Applications 10% 041 Data Applications 10% 153 Data Applications 15% 343 Dala Applications 10% 670 Data Applications List 766 Data Applications List 177 Data Subscriber Devices 15% 185 Data Subscriber Devices List 736 Data bubscriber Devices 22% 855 Data bUbscriber Devices 10% 006 Dispatch Service 5% 768 Dispatch service List 118 Dispatch 13olutions 10% 124 Dispatch bolutions 15% 129 Dispatch Solutions 20% 147 Dispatch Solutions 10% 185 Dispatch Solutions List 202 Dispatch Solutions 15% 207 Dispatch Solutions 10% 226 Dispatch Solutions 15% 228 Dispatch solutions 30% 229 Dispatch solutions 13.50% 261 Dispatch Solutions 5% 322 Dispatch Solutio"s 15% 404 Dispatch Solutions 20% 415 Dispatch Solutions 10% 443 Dispatch Solutions 20%u 454 Dispatch Solutions 15% 520 Dispatch Solutions 10% 524 Dispatch Solutions 10% 660 Dispatch Solutions 10% 706 Dispatch Solutions 20% 708 Dispatch Solutions 17% 729 Dispatch Solutions 17% Page 2 of 740 Dispatch Solutions 15% 892 uispatch solutions 10% 214 Fixed (Data Products 10% 275 Fixed Data Proaucis 10% 342 Med Data Products 10% 382 Fixed Dala Products 10% 403 Fixed ata Products 15% 455 Fixed Data Products 15% 469 Fixed Data Products 10% 499 Fixed Data Products 10% 708 Fixed Data Products 17% 222 Fixed NehvorkEquipment 15% 329 Fixed NeNvorkqu pment 10% 381 xe etwo quipment 15% 207 Fixed station Accessories 10% 273 Fixed Station Accessories 10% 277 ixed Station Accessories 20% 457 Fixed Station Accessories 20% 515 Fixed station Accessories 20% 524 Fixed station Accessories 15% 525 Fixed Station Accessories 15% 856 Fixed Station Accessories 10% 207 Fixed Station Antenna Systems 10% 005 Fixed Stations 200/. 112 Fixed Stations 18% 225 Fixed Stations 10% 281 Fixed Stations 18.50% 301 Fixed Stations 20% 360 Fixed Stations 21.50% 377 FixedStations 17% 417 Fixed Stations 10% 424 Fixed Stations 15% 425 Fixed Stations 15% 448 Fixed stations 20% 474 Fixed Stations 23% 509 Fixed Stations 21.50% 512 Fixedstations 23% 537 Fixea Stations 21.50% 590 Fixed Stations 21.50% 595 Fixed Stations 18% 643 Fixed Stations 15% 675 Fixed Stations 20% 680 Fixed stations 21.50% 744 Fixed stations 201/. 811 Fixed Stations 5% 881 [Fixed Stations 15% 015 Fixed Wireless Broadband 20% 075 Fixed Wireless Broadband List 224 Fixed Wireless Broadband 15% 800 Fixed Wireless Broadband List 832 Fixed Wireless Broadband 10% 882 FixedWireless Broadband 15% 904 FixedWireless Broadband 15% 906 FixedWireless Broadband 1500 910 Fixed Wireless Broadband 15% 947 Fixed Wireless Broadband 15% 901 Lifecycle Services List 902 Lifecycle Services List 903 lifecycle Services List Page 3 uf6 904 Lifecycle Serv!ces List 905 Lifecycle Services List 051 LTE 10% 052 LIE 10% 053 L I F 10% 054 10% 055 LIF 10% 056 L I tz 10% 057 LIE 10% 058 LI F 5% 059 LTE 10% 061 LTE 10% 063 LTE 10% 065 LIL 10% 066 LIF 10% 375 L I E List 708 LTE 17% 984 L FE List List List 823 Maintenance List 983 maintenance List 554 Mobile Accessories 15% 644 Mobile Accessones 15% 879 Mobile Applications Sorrviare 10% 038 Mobile Stations 10% 103 Mobile Stations 26.50% 1pg Mobile Stations 26.50% 159 Mobile stations 20% 189 Mobile Stations 15% 276 Mobile 6tations 25% 287 Mobile Stations 10% 374 Mobile Stations 15% 426 Mobile Stations 25% 471 Mobile Stations 25% 484 Mobile Stations 10% 500 Mobile Stations 25% 514 Mobile stations 25% 518 Mobile stations 25% 527 Mobile stations 25% 571 Mobile Stations 15% 585 Mobile Stations 25% 652 Mobile Stations 25% 655 Mobile Stations 25% 656 Mobile stations 25% 761 Mobile btations 251A 775 Mobile Stations 16.50% 776 Mobile btations 20% 792 Mobile stations 20% 869 Mobile btations 20% 922 Mobile btations 20% 422 MOTOURBO 10% 475 MOTOIRBO 10% 516 10% 557 MOTOTRBO 10% 563 MOTOTRBO 10% 777 MOTOTRBO 10% 131 Network Products 10% 147 Network Products 10% Page 4 off, 207 Network Products 10% 232 NerworK Products 10% 708 Network Products 17% 136 PagersIReceiver 15% 169 F, agers Receiver 20% 452 agers ece ver 15% 361 aging ec evers 15.00% 839 PagingiRecievers 150/6 94U aging ecievers 15% 941 aging ecievers 15% 004 7ortable Radiophone (Portables) 20% 008 Portable Ramoptione (Portables) 20% Ul Portable Radiophone (Portables) List ---019 Portable Radiophone (Portables) List u2 Portable Ramoptione (Portables) List 037 Portable Radiophone (Portables) 10% 087 Portable Radiophone (Portables) 10% 158 Portable Radioprione (Portables) 20a/a 185 Portable Radiophone (Portables) List 187 Portable Radiophone (Portables) 15% 205 Portable Radjophone (Portables) 25% 271 Portable Radiophone (Portables) 25% 291 PortableRadiophone(Portables). 25% 320 Portable Radiophone (Portables) 25% 332 Portable Radiophone (Portables) 20% 362 Portable Radiophone (Portables) 20% 372 Flortable Ramoprione (Portables) 20% 402 HoFtable Radiophone (Portables) 20% 407 Portable Radiophone (Portables) 25% 414 Portable Radlopnone (Portables) 20% 426 Portable Radiophone (Portables) 25% 430 Portable Radlopnone( orta es 20% 442 Portable Radiophone (Portables) 20% 453 Portable Radiophone (Portables) 20% 456 Poriable Radiophone (Portables) 20% 458 Portable Radiophone(Portables) 20% 470 orta a Radiophone (Portables) 25% 476 Portable Radiophone (Portables) 20% 481 Portable Radiophone ( ortab es) 25% 483 Portable Radiophone (Portables) es 25% 505 Portable Radiophone (Portables) 20% 527 Portable Radiophone (Portables) 25% 536 Portable Raciiopnone ( orta es) 25% 562 Portable Raoiopnone (Portables) 25°/a Portable adiopnone (Portables) 10% 577 PoMble Raoiopnone ( ortab es) 20% 619 Portable Radiophone (Portables) 15% 626 Portable Ramophone ( o a es) 20% aHortable Radiophone (Portables) List 655 Portable Radiophone (Portables) 25% 656 Portable Radiophone (Portables) 25% 672 Portable Radiophone (Portables) 33.50% 687 PorTable Radiophone (Portables) 20% 721 Portable Radiophone (Portables) 25% 726 Portable Radiophone (Portables) 25% 742 Portable Radiophone (Portables) 25% 749 Portable Radiophone (Portables) 33.50% 755 IPortable Radiophone (Portables) 25.00% 756 Portable Radiophone (Portables) 25.00% Page 5 of 6 WE 785 Portable Radiophone (Portables) 25% 795 Portable Radiophone :, orta les 25% 798 Portable Radiophone (Portables) 25% 837 Portable Ra&ophone (Portables) 250�a 841 Portable Radiophone (Portables) 33.50% 883 Portable Radiophone (Portables) 15% 977 Portable Radiophone (Portables) 10% 390 Professional Services List 659 Professional Services List 659 Prolessional Services List 670 Professional services List 842 Professional services List 509 Receivers 21.50% 512 Receivers 23% 743 Receivers 15% 608 Records Management Software 10% Hecords Managemem suftware List 137 Secure soluilons 5% 201 secure solutions 10% 229Secure Solutions 14% 462 seCUre Soluilons 100/0 524 secure solutions 15% 525 Secure Solutions 15% 519 Security List 519 6ecurity List 561 Service/Maintenance List 769 service/maintenance List 769 ervice am enance List 772 Service/Maintenance List 929 Service/Maintenance List 293 Service/maintenance List 195 Software UpgradesTiashport List 371 software pgra es as port List 430 Software pgradesr as port 20% 262 1 est Equipment 20% 4 est Equipment List 293 1 raming-Professional Services List 039 IrUnking Products and Systems 5% 85 Trunking Products and Systems 15% 112 1 runking Products and Systems 180% 115 Frunking Products and Systems 10% 277 I runking Products and SysEerris 20% 280 1 runking Products and Systems 18.50% 281 TrunKing Products and bysterns 18.50% 377 TrunKing Products and systems 17% 495 Irun ing Products and systems 15% 593 frunking Products and 6ystems 23% 708 frunking Products and Systems 17% 877 TrunKing Products and Systems 18.50% 002 Video.5olutions 10% 080 Video Solutions 10% 488 Video Solutions 10% 964 Warranty List 606 Wireless Mobility 15% 832 lWireless Mobility 10% 907 lWireless Mobility 15% 908 lWireless Mobility 15% Page 6 of 6 Exhibit E Service Terms and Conditions Motorola Solutions, Inc. ("Motorola") and the customer named in this Agreement ("Customer") hereby agree as follows: Section 1 APPLICABILITY These Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer either (1) maintenance, support and/or other services under a Motorola Service Agreement, or (2) installation services under a Motorola Installation Agreement. Section 2 DEFINITIONS AND INTERPRETATION 2.1 "Agreement" means these Service Terms and Conditions; the cover page for the Service Agreement or the Installation Agreement, as applicable; and any other attachments, all of which are incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities, these Service Terms and Conditions take precedence over any cover page, and the cover page takes precedence over any attachments, unless the cover page or attachment states otherwise. 2.2 "Equipment" means the equipment that is specified in the attachments or is subsequently added to this Agreement. 2.3 "Services" means those installation, maintenance, support, training, and other services described in this Agreement. Section 3 ACCEPTANCE Customer accepts these Service Terms and Conditions and agrees to pay the prices set forth in the Agreement. This Agreement becomes binding only when accepted in writing by Motorola. The term of this Agreement begins on the "Start Date" indicated in this Agreement. Section 4 SCOPE OF SERVICES 4.1. Motorola will provide the Services described in this Agreement or in a more detailed statement of work or other document attached to this Agreement. At Customer's request, Motorola may also provide additional services at Motorola's then -applicable rates for the services. 4.2. If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be used; the Equipment will be serviced at levels set forth in the manufacturer's product manuals; and routine service procedures that are prescribed by Motorola will be followed. 4.3. If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial Equipment, the additional equipment may be added to this Agreement and will be billed at the applicable rates after the warranty for the additional equipment expires. 4.4. All Equipment must be in good working order on the Start Date or when ad4,ional equipment is added to the Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. Customer's obligation to pay Service fees for such Equipment will terminate at the end of the month in which Motorola receives the written notice. 4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments. 4.6. If Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for any reason, Motorola may modify the scope of Services related to such Equipment; remove that Equipment from the Agreement; or increase the price to Service such Equipment. 4.7. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the level of Service purchased as indicated in this Agreement. Motorola Contract No. - 1 - System Purchase 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 those charges and expenses. Section 7 CUSTOMER Contact Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer's personnel to maintain contact, as needed, with Motorola. Section 8 PAYMENT Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within thirty (30) days of the invoice date. Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments that are levied as a result of Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola) by any governmental entity. Section 9 WARRANTY Motorola warrants that its Services under this Agreement will be free of defects in materials and workmanship for a period of ninety (90) days from the date the performance of the Services are completed. In the event of a breach of this warranty, Customer's sole remedy is to require Motorola to re- perform the non -conforming Service or to refund, on a pro -rata basis, the fees paid for the non- conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 10 DE FAU LTITERMI NATION 10.1. If either party defaults in the performance of this Agreement, the other party will give to the non- performing party a written and detailed notice of the default. The non-performing party will have thirty (30) days thereafter to provide a written plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan approval. If the non-performing party fails to provide or implement the cure plan, then the injured party, in addition to any other rights available to it Motorola Contract No. - 2 - System Purchase Agreement under law, may immediately terminate this Agreement effective upon giving a written notice of termination to the defaulting party. 10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide Services. Section 11 LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than two (2) years after the accrual of such cause of action, except for money due upon an open account. This limitation of liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision. Section 12 EXCLUSIVE TERMS AND CONDITIONS 12.1. This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether written or oral, related to the Services, and there are no agreements or representations concerning the subject matter of this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties. 12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party be bound by any terms contained in a Customer purchase order, acknowledgement, or other writing unless: the purchase order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized representatives of both parties. Section 13 PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS 13.1. Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished to Customer under this Agreement will remain Motorola's property, will be deemed proprietary, will be kept confidential, and will be promptly returned at Motorola's request. Customer may not disclose, without Motorola's written permission or as required by law, any confidential information or data to any person, or use confidential information or data for any purpose other than performing its obligations under this Agreement. The obligations set forth in this Section survive the expiration or termination of this Agreement. 13.2. Unless otherwise agreed in writing, no commercial, financial or technical information disclosed in any manner or at any time by Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide Customer with access to its confidential and proprietary information, including cost and pricing data. 13.3. This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under any Motorola patent, copyright, trade secret, or other intellectual property including any intellectual property created as a result of or related to the Equipment sold or Services performed under this Agreement. Motorola Contract No. - 3 - System Purchase 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 such 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 shall be modified as necessary to conform to such 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 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 of Texas. 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. 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. Motorola Contract No. - 4 - System Purchase Agreement City of Round Rock ROUND RUCK TEXAS Agenda Item Summary Agenda Number: Title: Consider authorizing a Purchase Order to Motorola for the MCC 7500 Console Expansion Project for the Police Department. This item is listed on the FY 2016/17 Master Capital Listing. Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 1/13/2017 Dept Director: Allen J. Banks Cost: $112,790.00 Indexes: Attachments: 2017 - Round Rock MCC 7500 Add on rev2 11-1-16, 2017 - CMAF MCC 7500 Console Expansion Project Department: Police Department Text of Legislative File CM -2017-1287 Consider authorizing a Purchase Order to Motorola for the MCC 7500 Console Expansion Project for the Police Department. This item is listed on the FY 2016/17 Master Capital Listing. The Round Rock Police Department's Communications Division is staffed 24/7 by Public Safety Communication Operators. We currently have eight consoles that are equipped with phones, radios and dispatch terminals. This item adds radio functionality to the remaining two dispatch consoles that still lack it and will complete the full build out of the Communications Center. The additional consoles will allow for more staff to work in the event of major incidents in the City or events that are being worked. As the City continues to grow, these large scale incidents are becoming more frequent. This item is an expansion project on the existing contract that the Department has with Motorola Solutions. As part of the continuing project, Motorola is giving a $39,830 discount off the total cost. This project was approved by Council as an 'Authorized Purchase' Capital item. Equipment Cost: $67,568 Services: $45,222 Contract Discount: $39, 830 ..Cost $112,790.00 ..Source of Funds Law Enforcement Fund City of Round Rock Page 1 Printed on 1/17/2017