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DocuSign Envelope ID:5FB79C57-509B-433F-A621-63E620F8C209
<br /> 4) MOYIDROLA SOLUTIONS SERVICE AGREEMENT
<br /> 500 W Monroe Street Quote Number : QUOTE-1215712
<br /> Chicago, IL. 60661 Contract Number: USC000003396
<br /> (888) 325-9336 Contract Modifier: R02-MAR-20 18:54:03
<br /> Section 6.TIME AND PLACE OF SERVICE
<br /> Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer's location,Customer will provide
<br /> 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.
<br /> Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to
<br /> the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless otherwise
<br /> 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
<br /> Agreement,the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements;if these charges or
<br /> expenses are reasonably incurred by Motorola in rendering the Services,Customer agrees to reimburse Motorola for those charges and expenses.
<br /> Section 7.CUSTOMER CONTACT
<br /> 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,
<br /> seven(7)days per week,and an escalation procedure to enable Customer's personnel to maintain contact,as needed,with Motorola.
<br /> Section 8.INVOICING AND PAYMENT
<br /> 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
<br /> year through the contract end date.Unless alternative payment terms are stated in this Agreement,Motorola will invoice Customer in advance for each
<br /> 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
<br /> 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
<br /> of Services rendered under this Agreement(except income,profit,and franchise taxes of Motorola)by any governmental entity.The Customer will pay all
<br /> invoices as received from Motorola.At the time of execution of this Agreement,the Customer will provide all necessary reference information to include on
<br /> invoices for payment in accordance with this Agreement.
<br /> 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
<br /> be performed using the U.S.Department of Labor,Consumer Price Index,all Items,Unadjusted Urban Areas(CPI-U). Should the annual inflation rate
<br /> increase greater than 3%during the previous year, Motorola shall have the right to increase all future maintenance prices by the CPI increase amount
<br /> 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
<br /> 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
<br /> 8%, Motorola may increase the Year 6 price by 5%(8%-3%base).
<br /> Section 9.WARRANTY
<br /> 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
<br /> 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
<br /> non-conforming Service or to refund,on a pro-rata basis,the fees paid for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER
<br /> WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
<br /> PURPOSE.
<br /> Section 10.DEFAULT/TERMINATION
<br /> 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
<br /> 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
<br /> 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
<br /> 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
<br /> to the defaulting party.
<br /> 10.2 Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this Agreement,including payments which
<br /> 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
<br /> this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide Services.
<br /> 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
<br /> Motorola an early termination fee equal to the discount applied to the last three(3)years of Service payments for the original Term.
<br /> Section 11.LIMITATION OF LIABILITY
<br /> 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
<br /> 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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