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SERVICE AGREEMENT
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<br />500 W Monroe Street Quote Number : QUOTE-1316758
<br />Chicago, IL. 60661 Contract Number: USC000006113
<br />Contract Modifier: R04-AUG-20 11:17:37
<br />(888) 325-9336
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<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 requ irements; if these charges
<br />or expenses are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for those ch arges and expenses.
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<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 Moto rola.
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<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 wil l appropriate funds each
<br />year as provided in Section 17.11, through the contract end date. Unless alternative payment terms are stated in this Agreement, Motorola will invoice
<br />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
<br />(20) days of the invoice date
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<br />8.2 Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments th at 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.
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<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 calc ulation 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).
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<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 requi re 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.
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<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.
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<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.
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<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.
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<br />DocuSign Envelope ID: 3623B9CB-2207-4C7E-9DEE-F4BCE8EC7434
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