Contract - Motorola - 10/8/2020M.11 0 CLA
500 W Monroe Street
Chicago, IL. 60661
(888) 325-9336
Date: 08/25/2020
Company Name: ROUND ROCK POLICE DEPT
Att n .-
Billing Address: 2701 N MAYS
City, State, Zip: ROUND ROCK, TX, 78665
Customer Contact:
Phone:
SERVICE AGREEMENT
Quote Number : QUOTE-1260403
Contract Number: USC000007503
Contract Modifier: R09-OCT-2020
Required P.O. :
Customer # :
1012664935
Bill to Tag#:
Contract Start Date :
01-Oct-2020
Contract End Date :
30-Sep-2021
Anniversary Day :
Sep 30th
Payment Cycle :
ANNUALLY
PO#:
Qty
Service Name
Service Description
Extended Amt
SVCO2SVC0127A
NICE GOLD PACKAGE
$48,825.00
SVC01 SVC0335A
NETWORK PREVENTIVE MAINT-LEVEL 1
$2,643.00
SVC01SVC1103C
ASTRO NETWORK MONITORING
$7,720.53
SVC01SVC1410C
ONSITE INFRASTRUCTURE RESPONSE -STANDARD
$35,199.69
SVC01SVC0033A
ASTRO NETWORK SECURITY MONITORING
$0.00
SVC01SVC1104C
ASTRO TECHNICAL SUPPORT
$4,452.08
SVC01SVC1102C
ASTRO DISPATCH SERVICE
$2,226.04
SVC04SVC0178A
SYS UPGRADE AGRMT II -SITE
$25,107.43
Subtotal - Recurring Services
$10,514.48
$126,173.77
Subtotal - One -Time Event Services
$0.00
$0.00
Totall
$10,514.481
$126173.77
THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING JURISDICTIONS WHERE
APPLICABLE, TO BE VERIFIED BY MOTOROLA
SPECIAL INSTRUCTIONS:
Agreement as per HGAC RA05-18
received Statements of Work that describe the services provided on this Agreement. Motorola's Service Terms and
Conditions, a copy of which is attached to this Service Agreement, is incorporated herein by this reference.
AUTHORIZED,GUSTOPGIE�R SIGNATURE
M(4K
TITLE
DATE
r
.h.;O.N
500 W Monroe Street
Chicago, IL. 60661
(888) 325m9336
CUSTOMER (PRINT NAME)
MOTOROLA REPRESENTATIVE(SIGNATURE)
MOTOROLA REPRESENTATIVE(PRINT NAME)
Company Name:
Contract Number:
Contract Modifier:
Contract Start Date
Contract End Date
ROUND ROCK POLICE DEPT
USCO00007503
R09mOCTm2O2O
01-Oct-2020
30-Sepm2021
SERVICE AGREEMENT
Quote Number :QUOTE-1260403
Contract Number: USCO00007503
Contract Modifier: R09-OCT=2020
TITLE
PHONE
DATE
500 W Monroe Street
Chicago, IL. 60661
(888) 325-9336
SERVICE AGREEMENT
Quote Number
Contract Number:
Contract Modifier:
Service Terms and Conditions
Motorola Solutions Inc. ("Motorola") and the customer named in this Agreement ("Customer") hereby agree as follows:
Section 1. APPLICABILITY
QUOTE-1260403
USCO00007503
R09mOCTm2O2O
These Maintenance Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer either (1) maintenance, support, or
other services under a Motorola Service Agreement, or (2) installation services under a Motorola Installation Agreement.
Section 2. DEFINITIONS AND INTERPRETATION
2.1 "Agreement" means these Maintenance Service Terms and Conditions; the cover page for the Service Agreement or the Installation Agreement, as
applicable; and any other attachments, all of which are incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities,
these Maintenance Service Terms and Conditions 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 Maintenance Service Terms and Conditions and agrees to pay the prices set forth in the Agreement. This Agreement becomes
binding only when accepted in writing by Motorola. The term of this Agreement begins on the "Start Date" indicated in this Agreement,.
Section 4. SCOPE OF SERVICES
4.1 Motorola will provide the Services described in this Agreement or in a more detailed statement of work or other document attached to this Agreement.
At Customer's request, Motorola may also provide additional services at Motorola's then -applicable rates for the services.
4.2 If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be used; the Equipment will be serviced at levels set forth
in the manufacturer's product 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 that additional equipment expires.
4.4 All Equipment must be in good working order on the Start Date or when additional equipment is added to the Agreement,, Upon reasonable request by
Motorola, Customer will provide a complete serial and model number list of the Equipment,, Customer must promptly notify Motorola in writing when any
Equipment is lost, damaged, stolen or taken out of service. Customer's obligation to pay Service fees for this Equipment will terminate at the end of the
month in which Motorola receives the written notice.
4.5 Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments.
4.6 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 that Equipment; remove that Equipment from the Agreement; or increase the price to Service that Equipment.
4.7 Customer must promptly notify Motorola of any Equipment failure,, Motorola will respond to Customer's notification in a manner consistent with the
level of Service purchased as indicated in this.
Section S. EXCLUDED SERVICES
5.1 Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary,
intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges,
neglect, acts of God or other force majeure events.
5.2 Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries
or magnetic tapes,,; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or
software; and repair or maintenance of any transmission tine, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler.
Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the Internet or the worldwide web, or for Equipment
malfunction caused by the transmission medium.
500 W Monroe Street
Chicago, IL. 60661
(888) 325m9336
Section 6. TIME AND PLACE OF SERVICE
SERVICE AGREEMENT
Quote Number
Contract Number:
Contract Modifier:
QUOTEml260403
USCO00007503
R09mOCTm2O2O
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, anon-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. INVOICING AND PAYMENT
8.1 Customer affirms that a purchase order or notice to proceed is not required for the duration of this service contract and will appropriate funds each
year through the contract end date., Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each
payment period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within twenty (20) days of the invoice date
8.2 Customer will reimburse Motorola for all property taxes, 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. The Customer will pay all
invoices as received from Motorola,, At the time of execution of this Agreement, the Customer will provide all necessary reference information to include on
invoices for payment in accordance with this Agreement.
893 For multi -year service agreements, at the end of the first year of the Agreement and each year thereafter, a CPI percentage change calculation shall
be performed using the U,S,,Department of Labor, Consumer Price Index, all Items, Unadjusted Urban Areas (CPI-U). Should the annual inflation rate
increase greater than 3%during the previous year, Motorola shall have the right to increase all future maintenance prices by the CPI increase amount
exceeding 3%. All items, not seasonally adjusted shall be used as the measure of CPI for this price adjustment. Measurement will take place once the
annual average for the new year has been posted by the Bureau of Labor Statistics. For purposes of illustration, if in year 5 the CPI reported an increase of
8%, Motorola may increase the Year 6 price by 5% (8%-3% base).
Section 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 -rats basis, the fees paid for the non -conforming Service. MOTOROLA DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. '
Section 10, DEFAULT/TERMINATION
10.1 If either party defaults in the performance of this Agreement, the other party will give to the non -performing party a written and detailed notice of the
default. The non -performing party will have thirty (30) days thereafter to provide a written plan to cure the default that is acceptable to the other party and
begin implementing the cure plan immediately after plan approval. If the non -performing party fails to provide or implement the cure plan, then the injured
party, in addition to any other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of termination
to the defaulting party,,
10.2 Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this Agreement, including payments which
may be due and owing at the time of termination. All sums owed by Customer to Motorola will become due and payable immediately upon termination of
this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide Services.
1043 If the Customer terminates this Agreement before the end of the Term. for any reason other than Motorola default, then the Customer will pay to
Motorola an early termination fee equal to the discount applied to the last three (3) years of Service payments for the original Term.
Section 11. LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be
limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Service provided under this Agreement.
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........... ....... ......
... ........ . .
500 W Monroe Street
Chicago, IL. 60661
(888) 325m9336
SERVICE AGREEMENT
Quote Number
Contract Number:
Contract Modifier:
QUOTE=1260403
USCO00007503
R09moOCTow2020
ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE
LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR
OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR
THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No action for contract breach or otherwise relating to the
transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an
open account. This limitation of liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision.
Section 12, EXCLUSIVE TERMS AND CONDITIONS
12,ol 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,PP2 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 writings unless: the purchase order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the
intention of both parties to override and modify this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized
representatives of both parties.
Section 13, PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS
111 Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished to Customer under this
Agreement will remain Motorola's property, will be deemed proprietary, will be kept confidential, and will be promptly returned at Motorola's request.
Customer may not disclose, without Motorola's written permission or as required by law, any confidential information or data to any person, or use
confidential information or data for any purpose other than performing its obligations under this Agreement. The obligations set forth in this Section survive
the expiration or termination of this Agreement.
13.2 Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any time by Customer to Motorola will be
deemed secret or confidential. Motorola will have no obligation to provide Customer with access to its confidential and proprietary information, including cost
and pricing data.
13.3 This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under any Motorola patent, copyright,
trade secret, or other intellectual property, including any intellectual property created as a result of or related to the Equipment sold or Services performed
under this Agreement.
Section 14, FCC LICENSES AND OTHER AUTHORIZATIONS
Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission or any other federal,
state, or local government agency and for complying with all rules and regulations required by governmental agencies. Neither Motorola nor any of its
employees is an agent or representative of Customer in any governmental matters.
Section 15, COVENANT NOT TO EMPLOY
During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will not hire, engage on contract, solicit the employment
of, or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This
provision applies only to those employees of Motorola or its subcontractors who are responsible for rendering services under this Agreement. If this
provision is found to be overly broad under applicable law, it will be modified as necessary to conform to applicable law.
Section 16, MATERIALS, TOOLS AND EQUIPMENT
All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of this Agreement will be and
remain the sole property of Motorola,, Customer will safeguard all such property while it is in Customer's custody or control, be liable for any loss or damage
to 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
17P,1 If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and effect.
17.2 This Agreement and the rights and duties of the parties will be interpreted in accordance with the laws of the State in which the Services are
performed.
17.3 Failure to exercise any right will not operate as a waiver of that right, power, or privilege.
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500 W Monroe Street
Chicago, IL. 60661
(888) 325m9336
SERVICE AGREEMENT
Quote Number
Contract Number:
Contract Modifier:
QUOTE-1260403
USCO00007503
R09mOCTm2O2O
17A 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.
17e5 Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement.
17,.6 Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of
the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be
void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of
Customer,, In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"), whether by way of a sale,
establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other Party and at
no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its
affiliates, to the extent applicable) following the Separation Event.
17,7 THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1) YEAR TERM, ON EVERY ANNIVERSARY OF THE START DATE UNLESS
EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION
TO DISCONTINUE THE AGREEMENT NOT LESS THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, Motorola may
adjust the price of the Services to reflect its current rates.
17.,8 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.
1799 This Agreement may be executed in one or more counterparts, all of which shall be considered part of the Agreement. The parties may execute this
Agreement in writing, or by electronic signature, and any such electronic signature shall have the same legal effect as a handwritten signature for the
purposes of validity, enforceability and admissibility. In addition, an electronic signature, a true and correct facsimile copy or computer image of this
Agreement shall be treated as and shall have the same effect as an original signed copy of this document,,
Revised June 16, 2018
500 W Monroe Street
Chicago, IL. 60661
(888) 325-9336
Date: 08/25/2020
Company Name: ROUND ROCK, CITY OF
Attn:
Billing Address: 3300 GATTIS SCHOOL RD
City, State, Zip: ROUND ROCK, TX, 78664
Customer Contact:
Phone:
SERVICE AGREEMENT
Quote Number : QUOTE-1260404
Contract Number: USC000008713
Contract Modifier: R11-OCT-2020
Req u i red P.O.
Customer # :
1012673283
Bill to Tag#:
Contract Start Date :
01-Oct-2020
Contract End Date :
30-Sep-2021
Anniversary Day :
Sep 30th
Payment Cycle :
ANNUALLY
PO#:
Qty
Service Name
Service Description
Extended Amt
SVC01 SVC2012C
CONTRACT ADMINISTRATION SERVICE
$9,800.00
Subtotal - Recurring Services
$816.67
$9,800.00
Subtotal - One -Time Event Services
$0.00
$0.00
Total
$816.67F
$9800.0
THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING JURISDICTIONS WHERE
APPLICABLE, TO BE VERIFIED BY MOTOROLA
SPECIAL INSTRUCTIONS:
........................................
.... ............... .....
Agreement as per HGAC RA05-18
received Statements of Work that describe the services provided on this Agreement. Motorola's Service Terms and
Conditions, a dopy of which is attached to this Service Agreement, is incorporated herein by this reference.
AUTHORIZED OUSTOMER SIGNATURE
0
W,A 1otmmr
CUSTOMER (PRINT NA E)
Ma
TITLE
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DATE
MOTOROLA REPRESENTATIVE(SIGNATURE) TITLE DATE
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500 W Monroe Street
Chicago, IL. 60661
(888) 325m9336
MOTOROLA REPRESENTATIVE(PRINT NAME)
Company Name:
ROUND ROCK,
Contract Number:
USCO00008713
Contract Modifier:
Rl 1 mOCTm2O2O
Contract Start Date :
01-Oct-2020
Contract End Date :
30mSepm2021
CITY OF
SERVICE AGREEMENT
Quote Number :QUOTE-1260404
Contract Number: USCO00008713
Contract Modifier: RllmOCTw2O2O
PHONE
500 W Monroe Street
Chicago, IL. 60661
(888) 325-9336
OLU-77ONS
SERVICE AGREEMENT
Quote Number
Contract Number:
Contract Modifier:
Service Terms and Conditions
Motorola Solutions Inc. ("Motorola") and the customer named in this Agreement ("Customer") hereby agree as follows:
Section 1. APPLICABILITY
QUOTEA260404
USCO00008713
R11-OCT 2020
These Maintenance Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer either (1) maintenance, support, or
other services under a Motorola Service Agreement, or (2) installation services under a Motorola Installation Agreement.
Section 2. DEFINITIONS AND INTERPRETATION
2.1 "Agreement" means these Maintenance Service Terms and Conditions; the cover page for the Service Agreement or the Installation Agreement, as
applicable; and any other attachments, all of which are incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities,
these Maintenance Service Terms and Conditions 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 Maintenance Service Terms and Conditions and agrees to pay the prices set forth in the Agreement. This Agreement becomes
binding only when accepted in writing by Motorola,, The term of this Agreement begins on the "Start Date" indicated in this Agreement.
Section 4. SCOPE OF SERVICES
4.1 Motorola will provide the Services described in this Agreement or in a more detailed statement of work or other document attached to this Agreement,,
At Customer's request, Motorola may also provide additional services at Motorola's then -applicable rates for the services.
442 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 that additional equipment expires.
4.4 All Equipment must be in good working order on the Start Date or when additional equipment is added to the Agreement. Upon reasonable request by
Motorola, Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any
Equipment is lost, damaged, stolen or taken out of service. Customer's obligation to pay Service fees for this Equipment will terminate at the end of the
month in which Motorola receives the written notice.
4.5 Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments.
4.6 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 that Equipment; remove that Equipment from the Agreement; or increase the price to Service that Equipment.
4.7 Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the
level of Service purchased as indicated in this.
Section S. EXCLUDED SERVICES
5.1 Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary,
intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges,
neglect, acts of God or other force majeure events.
5e2 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 the transmission medium.
500 W Monroe Street
Chicago, IL. 60661
(888) 325m9336
Section 6. TIME AND PLACE OF SERVICE
SERVICE AGREEMENT
Quote Number
Contract Number:
Contract Modifier:
Q U OTEA 260404
USCO00008713
R11-OCT 2020
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, anon-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. INVOICING AND PAYMENT
8.1 Customer affirms that a purchase order or notice to proceed is not required for the duration of this service contract and will appropriate funds each
year through the contract end date. Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each
payment period,, All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within twenty (20) days of the invoice date
8.2 Customer will reimburse Motorola for all property taxes, 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. The Customer will pay all
invoices as received from Motorola,, At the time of execution of this Agreement, the Customer will provide all necessary reference information to include on
invoices for payment in accordance with this Agreement.
8,3 For multi -year service agreements, at the end of the first year of the Agreement and each year thereafter, a CPI percentage change calculation shall
be performed using the U,S,,Department of Labor, Consumer Price Index, all Items, Unadjusted Urban Areas (CPI-U),, Should the annual inflation rate
increase greater than 3% during the previous year, Motorola shall have the right to increase all future maintenance prices by the CPI increase amount
exceeding 3%. All items, not seasonally adjusted shall be used as the measure of CPI for this price adjustment. Measurement will take place once the
annual average for the new year has been posted by the Bureau of Labor Statistics. For purposes of illustration, if in year 5 the CPI reported an increase of
8%, Motorola may increase the Year 6 price by 5% (8%-3% base).
Section 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 -rats basis, the fees paid for the non -conforming Service. MOTOROLA DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
Section 10, DEFAULT/TERMINATION
10.1 If either party defaults in the performance of this Agreement, the other party will give to the non -performing party a written and detailed notice of the
default. The non -performing party will have thirty (30) days thereafter to provide a written plan to cure the default that is acceptable to the other party and
begin implementing the cure plan immediately after plan approval. If the non -performing party fails to provide or implement the cure plan, then the injured
party, in addition to any other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of termination
to the defaulting party.
10.2 Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this Agreement, including payments which
may be due and owing at the time of termination., All sums owed by Customer to Motorola will become due and payable immediately upon termination of
this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide Services.
103 If the Customer terminates this Agreement before the end of the Term, for any reason other than Motorola default, then the Customer will pay to
Motorola an early termination fee equal to the discount applied to the last three (3) years of Service payments for the original Term.
Section 11, LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be
limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Service provided under this Agreement.
500 W Monroe Street
Chicago, IL. 60661
(888) 325-9336
SERVICE AGREEMENT
Quote Number
Contract Number:
Contract Modifier:
QUOTEml260404
USCO00008713
R11-OCT 2020
ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE
LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR
OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR
THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No action for contract breach or otherwise relating to the
transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an
open account. This limitation of liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision.
Section 12, EXCLUSIVE TERMS AND CONDITIONS
12,ol 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 writings unless: the purchase order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the
intention of both parties to override and modify this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized
representatives of both parties.
Section 13. PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS
13.1 Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished to Customer under this
Agreement will remain Motorola's property, will be deemed proprietary, will be kept confidential, and will be promptly returned at Motorola's request.
Customer may not disclose, without Motorola's written permission or as required by law, any confidential information or data to any person, or use
confidential information or data for any purpose other than performing its obligations under this Agreement. The obligations set forth in this Section survive
the expiration or termination of this Agreement.
112 Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any time by Customer to Motorola will be
deemed secret or confidential. Motorola will have no obligation to provide Customer with access to its confidential and proprietary information, including cost
and pricing data.
13.3 This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under any Motorola patent, copyright,
trade secret, or other intellectual property, including any intellectual property created as a result of or related to the Equipment sold or Services performed
under this Agreement.
Section 14, FCC LICENSES AND OTHER AUTHORIZATIONS
Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission or any other federal,
state, or local government agency and for complying with all rules and regulations required by governmental agencies. Neither Motorola nor any of its
employees is an agent or representative of Customer in any governmental matters.
Section 15. COVENANT NOT TO EMPLOY
During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will not hire, engage on contract, solicit the employment
of, or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of Motorola,, This
provision applies only to those employees of Motorola or its subcontractors who are responsible for rendering services under this Agreement. If this
provision is found to be overly broad under applicable law, it will be modified as necessary to conform to applicable law,,
Section 16, MATERIALS, TOOLS AND EQUIPMENT
All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of this Agreement will be and
remain the sole property of Motorola,, Customer will safeguard all such property while it is in Customer's custody or control, be liable for any loss or damage
to 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.
171 This Agreement and the rights and duties of the parties will be interpreted in accordance with the laws of the State in which the Services are
performed.
17.3 Failure to exercise any right will not operate as a waiver of that right, power, or privilege.
0!
500 W Monroe Street
Chicago, IL. 60661
(888) 325m9336
SERVICE AGREEMENT
Quote Number
Contract Number:
Contract Modifier:
QUOTE-1260404
USCO00008713
R11-OCT 2020
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 subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement,,
17e6 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
Customer,, In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"), whether by way of a sale,
establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other Party and at
no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its
affiliates, to the extent applicable) following the Separation Event.
17e7 THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1) YEAR TERM, ON EVERY ANNIVERSARY OF THE START DATE UNLESS
EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION
TO DISCONTINUE THE AGREEMENT NOT LESS THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, Motorola may
adjust the price of the Services to reflect its current rates.
1708 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.
17e9 This Agreement may be executed in one or more counterparts, all of which shall be considered part of the Agreement. The parties may execute this
Agreement in writing, or by electronic signature, and any such electronic signature shall have the same legal effect as a handwritten signature for the
purposes of validity, enforceability and admissibility. In addition, an electronic signature, a true and correct facsimile copy or computer image of this
Agreement shall be treated as and shall have the same effect as an original signed copy of this document.
Revised June 16, 2018