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SERVICE AGREEMENT
500 W Monroe St
Chicago, IL 60661
(800) 247-2346
Contract Number: USC000005115
Contract Modifier: R02-APR-23 08:10:49
Date: 28-APR-2023
Company Name: Chandler, City Of
P.O.#: N/A
Customer #: 1000335093
Attn.:
Bill to Tag#: 0002
Billing Address: Po Box 4008
Contract Start Date: 01-AUG-2023
City, State, Zip Code: Chandler, AZ 85244
Contract End Date: 31-JUL-2024
Customer Contact: Ron Parks
Payment Cycle: ANNUALLY
Phone: 480-782-4162
Currency: USD
QTY
MODEL/OPTION
SERVICES DESCRIPTION
MONTHLY
EXT
EXTENDED AMT
***** Recurring Services *****
LSV01S01107A
ASTRO SYSTEM ESSENTIAL PLUS
PACKAGE
$5,505.63
$66,067.60
SVC02SVC0125A
NICE SILVER PACKAGE
$3,861.78
$46,341.39
SVC02SVC0201A
ASTRO SUA II UO IMPLEMENTATION
SERVICES
$0.00
$0.00
SVC02SVC0343A
RELEASE IMPACT TRAINING
$0.00
$0.00
SVC02SVC0344A
RELEASE IMPLEMENTATION TRAINING
$0.00
$0.00
SVC02SVC0433A
ASTRO SUA II FIELD IMPLEMENTATN SVC
$0.00
$0.00
SVC04SVC0169A
SYSTEM UPGRADE AGREEMENT II
$0.00
$0.00
Sub Total
$9,367.42
$112,408.99
SPECIAL INSTRUCTIONS - ATTACH STATEMENT OF WORK FOR PERFORMANCE
DESCRIPTIONS
ASTRO SYS ESSENTIAL PLUS
Advance Replacement
Dispatch
Technical Support
On Site Service / FSO
Annual PM
Nice Tier 3 and 4 remote
Nice Onsite - FSO
Taxes
$0.00
$0.00
Grand Total
$9,367.42
$112,408.99
THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING
JURISDICTIONS WHERE APPLICABLE, TO BE VERIFIED BY MOTOROLA
SOLUTIONS
DocuSign Envelope ID: 00610041-9ED2-4546-BCCF-C11D9D0AFE5E
Revised Sep 3, 2022
Cyber Services / Opt-In Acknowledgement Section:
Note: This section is to be completed by the CSM, in conjunction and cooperation with the Customer during
dialog.
Opt-In: Service
*Service Opt-Out?
** Not Applicable
Included In this Contract?
(add reason code)
Security Update Service (SUS)
#________
Remote Security Update Service (RSUS)
#________
Managed Detection and Response (MDR)
#________
* Service Opt-Out – I have received a briefing on this service and choose not to subscribe.
** If Selecting “Not Applicable”, please consider the following, and enter a reason code:
1 ----- Infrastructure / Product / Release Not Supported
2 ----- Tenant or User Restrictions
3 ----- Customer Purchased / Existing Service(s)
I have received Applicable Statements of Work which describe the Services and cybersecurity services provided
on this Agreement. Motorola's Terms and Conditions, including the Cybersecurity Online Terms
Acknowledgement, are attached hereto and incorporate the Cyber Addendum (available at
https://www.motorolasolutions.com/en_us/managed-support-services/cybersecurity.html) by reference. By
signing below Customer acknowledges these terms and conditions govern all Services under this Service
Agreement.
AUTHORIZED CUSTOMER SIGNATURE
TITLE
DATE
…………………… …………………
CUSTOMER (PRINT NAME)
MOTOROLA REPRESENTATIVE (SIGNATURE)
TITLE
DATE
JOSEPH CARRILLO
MOTOROLA REPRESENTATIVE (PRINT NAME)
PHONE
DocuSign Envelope ID: 00610041-9ED2-4546-BCCF-C11D9D0AFE5E
REGIONAL SERVICES MANAGER
Revised Sep 3, 2022
Company Name
:
Chandler, City Of
Contract Number
:
USC000005115
Contract Modifier
:
R02-APR-23 08:10:49
Contract Start Date
:
01-AUG-2023
Contract End Date
:
31-JUL-2024
FOR THE CITY
By: _________________________________________
Its: _________________________________________
Mayor
APPROVED AS TO FORM:
By: _________________________________________
City Attorney
ATTEST:
By: _________________________________________
City Clerk
DocuSign Envelope ID: 00610041-9ED2-4546-BCCF-C11D9D0AFE5E
Revised Sep 3, 2022
Service Terms and Conditions
Motorola Solutions Inc. ("Motorola") and the customer named in this Agreement ("Customer") hereby agree as follows:
Section 1. APPLICABILITY
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
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
DocuSign Envelope ID: 00610041-9ED2-4546-BCCF-C11D9D0AFE5E
Revised Sep 3, 2022
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 the 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. 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-
rata basis, the fees paid for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
Section 10. DEFAULT/TERMINATION
10.1. If either party defaults in the performance of this Agreement, the other party will give to the non-performing party a
written and detailed notice of the default. The non-performing party will have thirty (30) days thereafter to provide a
written plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately
after plan approval. If the non-performing party fails to provide or implement the cure plan, then the injured party, in
DocuSign Envelope ID: 00610041-9ED2-4546-BCCF-C11D9D0AFE5E
Revised Sep 3, 2022
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.
10.3 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. ALTHOUGH THE PARTIES ACKNOWLEDGE THE
POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY
COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR
SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED
TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT
TO THIS AGREEMENT. No action for contract breach or otherwise relating to the transactions contemplated by this
Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an
open account. This limitation of liability will survive the expiration or termination of this Agreement and applies
notwithstanding any contrary provision.
Section 12. EXCLUSIVE TERMS AND CONDITIONS
12.1. This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether
written or oral, related to the Services, and there are no agreements or representations concerning the subject matter of
this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written
agreement signed by authorized representatives of both parties.
12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement,
however, an omission of the reference to this Agreement 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.
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.
DocuSign Envelope ID: 00610041-9ED2-4546-BCCF-C11D9D0AFE5E
Revised Sep 3, 2022
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.
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.
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.
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.
17.9 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
DocuSign Envelope ID: 00610041-9ED2-4546-BCCF-C11D9D0AFE5E
Revised Sep 3, 2022
Cybersecurity Online Terms Acknowledgement
This Cybersecurity Online Terms Acknowledgement (this “Acknowledgement”) is entered into between Motorola Solutions,
Inc. (“Motorola”) and the entity set forth in the signature block below (“Customer”).
1.
Applicability and Self Deletion. This Cybersecurity Online Terms Acknowledgement applies to the extent
cybersecurity products and services, including Remote Security Update Service, Security Update Service, and Managed
Detection & Response subscription services, are purchased by or otherwise provided to Customer, including through
bundled or integrated offerings or otherwise.
NOTE: This Acknowledgement is self deleting if not applicable under this Section 1.
2.
Online Terms Acknowledgement. The Parties acknowledge and agree that the terms of the Cyber Subscription
Renewals and Integrations Addendum available at http://www.motorolasolutions.com/cyber-renewals-integrations are
incorporated in and form part of the Parties’ agreement as it relates to any cybersecurity products or services sold or
provided to Customer. By signing the signature block below, Customer certifies that it has read and agrees to the provisions
set forth and linked on-line in this Acknowledgement. To the extent Customer is unable to access the above referenced
online terms for any reason, Customer may request a paper copy from Motorola. The signatory to this Acknowledgement
represents and warrants that he or she has the requisite authority to bind Customer to this Acknowledgement and referenced
online terms.
3.
Entire Agreement. This Acknowledgement supplements any and all applicable and existing agreements and
supersedes any contrary terms as it relates to Customer's purchase of cybersecurity products and services. This
Acknowledgement and referenced terms constitute the entire agreement of the parties regarding the subject matter hereof
and as set out in the referenced terms, and supersedes all previous agreements, proposals, and understandings, whether
written or oral, relating to this subject matter.
4.
Execution and Amendments. This Acknowledgement may be executed in multiple counterparts, and will have the
same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing or by
electronic signature. An electronic signature, facsimile copy, or computer image of a signature, will be treated, and will have
the same effect as an original signature, and will have the same effect, as an original signed copy of this document. This
Acknowledgement may be amended or modified only by a written instrument signed by authorized representatives of both
Parties.
DocuSign Envelope ID: 00610041-9ED2-4546-BCCF-C11D9D0AFE5E