DocuSign Envelope ID: 39416A27-B5D1-429B-9AF4-C8F512E79282
SERVICE AGREEMENT
M1 MOTOROLA SOLUTIONS
500 W Monroe Street Quote Number : QUOTE-206872
ontract Number: USC00017284
Chicago, IL. 60661 Contract Modifier: RN01-JUL-2024
(888) 325-9336
Date:02/28/2023
Company Name: MURRIETA, CITY OF Required P.O. :
Attn: PO # :
Customer # : 1000633249
Billing Address: 2 TOWN SQ
Bill to Tag #:
City, State, Zip: MURRIETA, CA, 92562 Contract Start Date : 01-Jul-2024 Customer Contact: Casey Bostrom Contract End Date :31-Dec-2028 Phone: 951-304-2489 Payment Cycle : ANNUALLY
Service Description Extended Amt
Qty Service Name $0.00
SVC02SVCO201A ASTRO SUA II VO IMPLEMENTATION SERVICES
RELEASE IMPLEMENTATION TRAINING $0.00
SVCO2SVC0344A $0.00
SVC02SVC0343A RELEASE IMPACT TRAINING
ASTRO SYSTEM ESSENTIAL PLUS PACKAGE S177,335.56
LSV01S01107A $110,151.37
SVC04SVC0169A SYSTEM UPGRADE AGREEMENT II
ASTRO SUA II FIELD IMPLEMENTATN SVC $10,875.44
SVC02SVC0433A
Subtotal - Recurring Services 549,727.06 5298,362.37
Subtotal - One-Time Event Services $0.00 $0.00
Tax S0.0 $0.0
Total $298,362.37
THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING JURISDICTIONS WHERE
APPLICABLE, TO BE VERIFIED BY MOTOROLA
SPECIAL INSTRUCTIONS:
Murrieta Essential Plus w/AR & SUA 4 1/2 Years - 9 Consoles Total Year 1 2024/2025 = $60,668.93 - Ess Plus w/AR = $36,059.37 - SUA |I = $24.609.56 Total Year 2 2025/2026 = S63,702.37 - Ess Plus w/AR = $37,862.33 - SUA II = $25,840.04 Total Year 3 2026/2027 = S66,887.49 - Ess Plus w/AR = 539,755.45 - SUA II = $27,132.04 Total Year 4 2027/2028 = S70,231.86 - Ess Plus w/AR = $41,743.22 - SUA II = $28.488.64 Total Year 5 2028 (6 Months) = $36,871.72 - Ess Plus w/AR = $21,915.19 - SUA II = S14.956.53 Essential Plus Package Includes: Technical Support. Infrastructure Hardware Repair with Advanced Replacement, Security Update Service, Dispatch, On- site Infrastructure Response Standard, Annual Preventive Maintenance Dispatch Site SZ03931D22: City of Menifee = 4 Consoles & City of Murrieta = 5 Consoles DocuSign Envelope ID: 39416A27-B5D1-429B-9AF4-C8F512E79282
MOTOROLA SOLUTIONS SERVICE AGREEMENT
500 W Monroe Street
Chicago, IL. 60661
(888) 325-9336
Cyber Services / Opt-In Acknowledgement Section:
Note This section is to be completed by the CSM, in conjunction and cooperation with Customer during *Service Opt-Out? * Not Applicable
Optuded invice dd reason code
Contract?
#
Security Update Service (SUS)
Remote Security Update Service (RSUS) # 3
Managed Detection and Response # 3
(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 reason code:
1 --- Infrastructure / Product / Release Not Supported
Tenant or User Restrictions
3-... Customer Purchased / Existing Service(s)
wow. outor to gen send consens goer aleries under this Service A green.
CHEFDE POUCE 1/25/23
AUTHORIZED CUSTOMER SIGNATURE TITLE
ANTHONY CONRAD
CUSTOMER (PRINT NAME)
Ellen Vanhole CSM 03/03/2023
MOTOROLA REPRESENTATIVE(SIGNATURE) TITLE DATE
Kim Summers July 3, 2024
KIM SUMMERS CITY MANAGER DATE
DocuSign Envelope ID: 39416A27-B5D1-429B-9AF4-C8F512E79282
SERVICE AGREEMENT
MOTOROLA SOLUTIONS
500 W Monroe Street Come Mate: 10901320)
Chicago, IL. 60661
(888) 325-9336
Ellen Vanhole 805-668-1427
MOTOROLA REPRESENTATIVE(PRINT NAME) PHONE
Company Name: MURRIETA, CITY OF
Contract Number : USC000172844
Contract Modifier: RN01-JUL-2024
Contract Start Date: 01-Jul-2024
Contract End Date: 31-Dec-2028
DocuSign Envelope ID: 39416A27-B5D1-429B-9AF4-C8F512E79282
MOTOROLA SOLUTIONS SERVICE AGREEMENT
500 W Monroe Street Quote Number : QUOTE-2010720
Contract Number: USC000077162
Chicago, IL. 60661 Contract Modifier: R12-JAN-23 20:51:23 (888) 325-9336
Cybersecurity Online Terms Acknowledgement
This ye sature lie el customergment (this Acknowledgement) is entered into between Motorola Solions, Inc. ( Motorola) and the ently set 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 Acknowfedgement 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.
The Parties hereby enter into this Acknowledgement as of the last signature date below.
Revised Sept 03, 2022
DocuSign Envelope ID: 39416A27-B5D1-4298-9AF4-C8F512E79282
MAINTENANCE, SUPPORT AND LIFECYCLE MANAGEMENT ADDENDUM
This Addendum to the Communications System and Services Agreement or other previously executed Agreement currently in force, as applicable ("Primary Agreement") provides additional or different terms and conditions to govern the sale of Maintenance, Support and Lifecycle Management services. The terms in this Addendum are integral to and incorporated into the Primary Agreement signed by the Parties.
1. DEFINITIONS
All capitalized terms not otherwise defined herein shall have the same meaning as defined in the Primary Agreement.
"MUA" means Microwave Upgrade Agreement (MUA).
"NUA" means Network Upgrade Agreement (NUA).
"SUA" or "SUA Il" means Motorola's Software Upgrade Agreement program for Motorola's P25 radio system.
2. SCOPE
Motorola will provide Maintenance and Support Services and/or Lifecycle Management as further described in the applicable Statement of Work, or attachment to Motorola's proposal for additional services.
3. TERMS AND CONDITIONS
The terms of the Primary Agreement combined with the terms of this Addendum will govern the products and services offered pursuant to this Addendum. To the extent there is a conflict between the terms and conditions of the Primary Agreement and the terms and conditions of this Addendum, this Addendum takes precedence.
3.1 MAINTENANCE AND SUPPORT SERVICES
3.1.1 PURCHASE ORDER ACCEPTANCE. Purchase orders for additional, continued, or expanded maintenance and software support, during the Warranty Period or after the Warranty Period, become binding only when accepted in writing by Motorola.
3.1.2 START DATE. The "Start Date" for Maintenance and Support Services will be indicated in the proposal or a cover page entitled "Service Agreement".
3.1.3 AUTO RENEWAL. Unless the cover page or SOW specifically states a termination date or one Party notifies the other in writing of its intention to discontinue the Services, this Agreement will renew for an additional one (1) year term on every anniversary of the Start Date. At the anniversary date, Motorola may adjust the price of the Services to reflect the renewal rate.
3.1.4 TERMINATION. Written notice of intent to terminate must be provided thirty (30) Maintenance, Support and Lifecycle Management Addendum to CSSAV0S.15.2022 DocuSign Envelope ID: 39416A27-B5D1-429B-9AF4-C8F512E79282 •
days or more prior to the anniversary date. If Motorola provides Services after the termination or expiration of this Addendum, the terms and conditions in effect at the time of 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. wil be defined to mean the hardware specife a he april and solo tacos ang mere maintenance and support proposal.
3.1.6 ADDITIONAL HARDWARE. If Customer purchases additional hardware from
3.1.7 MAINTENANCE. Equipment will be maintained at levels set forth in the manufacturer's product manuals and routine procedures that are prescribed by Motorola will be followed. Motorola parts or parts of equal quality will be used for Equipment maintenance.
3.1.8 EQUIPMENT CONDITION. All Equipment must be in good working order on the Start Date or when additional equipment is added to the Addendum. 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 maintenance and support fees for this Equipment will terminate at the end of the month in which Motorola receives the written notice.
If Equipment cannot, in Motorola's reasonable opinion, be properly or economically maintained 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 maintain that Equipment.
3.1.9 EQUIPMENT FAILURE. 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 Addendum and applicable SOW.
3.1.10 INTRINSICALLY SAFE. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments.
3.1.11 EXCLUDED SERVICES.
a) Service excludes the repair or replacement of Equipment that has Maintenance, Support and Lifecycle Management Addendum to CSSAv06.15.2022 2 DocuSign Envelope ID: 39416A27-B5D1-429B-9AF4-C8F512E79282 medium.
3.1.12 TIME AND PLACE. Service will be provided at the location specified in this Addendum and/or the SOW. When Motorola performs maintenance, support, or installation 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 Addendum or applicable SOW, 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 Addendum or applicable SOW, 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.
3.1.13 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.
3.2 LIFECYCLE MANAGEMENT SERVICES
3.2.1 The Software License Agreement included as Exhibit A to the Primary Agreement applies to any Motorola Software provided as part of the Lifecycle Management transactions.
3.2.2 The term of this Addendum is four and 1/2 years, commencing on July 1, 2024.
The Lifecycle Management Price for the four 1/2 years of services is $298,362.37 excluding applicable sales or use taxes but including discounts as more fully set forth in the pricing pages. Because the Lifecycle Management is a subscription service as more fully described in the applicable Lifecycle Management Statement of Work, payment from Customer is due in advance and will not be in accordance with any Payment Milestone Schedule.
3.2.3 The System upgrade will be scheduled during the subscription period and will be performed when Motorola's system upgrade operation resources are available. Because there might be a significant time frame between when this Addendum is executed and when a System upgrade transaction is performed, Motorola may substitute any of the promised Equipment or Software so long as the substitute is equivalent or superior to the initially promised Equipment or Software.
3.2.4 Acceptance of a Lifecycle Management transaction occurs when the Equipment (if any) and Software are delivered and the Lifecycle Management services are fully performed; there is no Acceptance Testing with a Lifecycle Management transaction.
3.2.5 The Warranty Period for any Equipment or Motorola Software provided under a Lifecycle Management transaction will commence upon shipment and not on System Maintenance, Support and Lifecycle Management Addendum to CSSAv06.15.2022 3 DocuSign Envelope ID: 39416A27-B5D1-429B-9AF4-C8F512E79282 •
Acceptance or Beneficial Use, and is for a period of ninety (90) days rather than one (1) year.
The ninety (90) day warranty for Lifecycle Management services is set forth in the Lifecycle Management Statement of Work.
3.2.6 In addition to the description of the Lifecycle Management services and exclusions provided in the Lifecycle Management Statement of Work, the following apply:
a) Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment.
b) Lifecycle Management services exclude 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. c) Unless specifically included in this Addendum or the Lifecycle Management Statement of Work, Lifecycle Management services exclude items that are consumed in the normal operation of the Equipment; accessories; 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.
d) Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available during the performance of the Lifecycle Management services.
3.2.7 The Lifecycle Management annualized price is based on the fulfillment of the two year cycle. If Customer terminates this service during a two year cycle, except for Motorola's default, then Customer will be required to pay for the balance of payments owed for the two year cycle if a major system release has been implemented before the point of termination.
3.2.8 If Customer terminates this service and contractual commitment before the end of the 5 year term, for any reason other than Motorola's default, then the Customer will pay to Motorola a termination fee equal to the discount applied to the last three years of service payments related to the 5 year commitment.
4. PAYMENT
4.1 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 the 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 Maintenance, Support and Lifecycle Management Addendum to CSSAV06.15.2022 4 DocuSign Envelope ID: 39416A27-B5D1-429B-9AF4-C8F512E79282 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.
4.2 INFLATION ADJUSTMENT. For multi-year 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 CP! for this price adjustment. The adjustment calculation will be based upon the CPI for the most recent twelve (12) month increment beginning from the most current month available as posted by the U.S. Department of Labor (http://www.bls.gov) immediately preceding the new maintenance year. 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). Any pricing change would be documented in a change order executed with the Customer.
5. ENTIRE AGREEMENT. This Addendum, any related attachments, and the Primary Agreement, constitutes the entire agreement of the Parties regarding the subject matter of this Addendum and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Addendum may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase or purchase order, acknowledgment or other form will not be considered an amendment or modification of this Addendum, even if a representative of each Party signs that document.
END
Maintenance, Support and Lifecycle Management Addendum to CSSAv06.15.2022 5