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HomeMy WebLinkAboutRES 23-244RESOLUTION NO. 23-244 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT: THAT the City Manager be and he is hereby authorized to renew an annual contract with Motorola Solutions, Inc. of Chicago, Illinois in the amount of $1,217,912.97. The meeting at which this resolution was approved was in all things conducted in strict compliance with the Texas Open Meetings Act, Texas Government Code, Chapter 551. PASSED BY THE CITY COUNCIL of the City of Beaumont this the 12th day of September, 2023. as�1 - Mayor Roy West M071iOROLA .SOLUTIONS SERVICE AGREEMENT 500 W Monroe Street Chicago, IL. 60661 (888) 325-9336 Date:0510312023 Company Name: BEAUMONT, CITY OF Attn: Terry LaFleur Billing Address: 610 MARINA DR City, State, Zip: BEAUMONT , TX, 77703 Customer Contact: Terry Lafleur Phone: 2817031690 Quote Number : QUOTE-2151240 Contract Number: USCO00005054 Contract Modifier: R03-MAY-23 16:29:26 Required P.O. : PO#: Customer # :1013010533 Bill to Tag#: Contract Start Date :01-Sop-2023 Contract; End Date :31-Aug-2024 Payment Cycle:IMMEDIATE Qty Service Name Service Description' Extended Amt SVCO2SVCO201A ASTRO SUA 11 UO IMPLEMENTATION SERVICES $46,616,80 SVCO2SVC0344A RELEASE IMPLEMENTATION TRAINING $0.00 SVCO2SVCW43A RELEASE IMPACT TRAINING $0.00 SVC04SVC0169A SYSTEM UPGRADE AGREEMENT 11 $368,293.69 SVCO2SVC0433A ASTRO SUA 11 FIELD IMPLEMENTATN 5VC $46,201.85 LSVOlSO1109A ASTRO SYSTEM ADVANCED PLUS PACKAGE $756,800.63 Subtotal -Recurring Services $101,492.75 $1,217,912.97 Subtotal `- One -Time Event Services $0.00 $0.00 Total $1,217,912.97 THIS SERVICE AMOUNTi1S SUBJECT TO STATE AND LOCAL TAXING JURISDICTIONS WHERE APPLICABLE, TO BE VERIFIED BY MOTOROLA SPECIAL INSTRUCTIONS: SETRRS Master SA 20i 0 MOT�ONOLA SOLUTIONS M-�. = F.11. M �= _ .1�" 500 W Monroe Street Quote Number : QUOTE-2151240 Chicago, IL, 60661 Contract Number: USC000005054 (888) 325-9336 Contract Modifier: R03-MAY-23 16:29:26 Cyber Services I Opt -In Acknowledgement Section: Note: This section is to be com leted b the CSM in con unction and cooperation with Customer during dialog. Opt -In: Service *Service Opt -Out? ** Not Applicable Included in this (add reason code) Contract? 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 reason code: 1 ----- Infrastructure i Product I Release Not Supported 2 ----- Tenant or User Restrictions 3 ----- Customer Purchased i E=xistrng Services) I have received Applicable Statements. of Work which describe the Services and cybersecurity services provided on this Agreement. MotoroWs 'Terms and Conditions, including the Cybersecurity Online Terms Acknowledgement, are attached hereto and. incorporate the Cyber Addendum (available at https:/l www.motorolasolutions.com/en usimanaged-support-serviceslcybersecurity.html) by reference. By signing below Customer acknowledges;th. ese terms:and conditions govern all Services under this Service Agreement. AUTHORIZED CUSTOMER':S.IGNATURE TITLE DATE CUSTOMER (PRINT NAME) MOTOROLA REPRESENTATIVE(SIGNATURE) TITLE DATE 0 MOTOROLA SOLUTIONS 500 W Monroe Street Chicago, IL, 60661 (888) 325-9336 Kelly Moriarty MOTOROLA REPRESENTATIVE(PRINT NAME) Company Name: Contract Number Contract Modifier: Contract Start date BEAUMONT, CITY OF USC000005054 R03-MAY-23 16:29:26 01-Sep-2023 Contract End ©ate : 31-Aug-2024 SERVICE AGREEMENT Quote Number : QUOTE-2151240 Contract Number: USCO00005054 Contract Modifier: R03-MAY-23 16:29:26 281-703-1690 PHONE 0 MOT'OROLA SOLUTIONS SERVICE AGREEMENT 500 W Monroe Street Quote Number : QUOTE-2151240 Chicago, lf.. 60661 Contract Number: USCO00005054 (888) 325-9336 Contract Modifier: R03-MAY-23 16:29:26 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 binding only when accepted in writing by Motorola. The term of this Agreement begins on the "S#art C. Section 4, SCOPE OF SERVICES 4.1 Motorola will provide the Services described in this Agreement or in a more detailed statement` At Customer's request, Motorola may also provide additional services at Motorala`s.then-applicable ra 4.2 if Motorola is providing Services for Equipment. Motorola parts or parts.of equal in the manufacturer's product manuals; and routine service procedures that are, prescr i in the Agreement. This Agreement becomes indicated in this Agreement. or other document attached to this Agreement. the services, ;d; the Equipment will be serviced at levels set forth will be followed 4.3 If Customer purchases from Motorola additional equipment that becomes,part`of the same systom 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 Star(gate or when additional equipment is added to the Agreement. upon reasonable request by Motorola, Customer will provide a complete serial avid model number:list,af the Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. CustomeVs obligation to pay Service fees for this Equipment will terminate at the and of the month in which Motorola receives the written notice. 4.5 Customer must specifically identify;any .Equipment that'.is labeled intrinsically safe far use in hazardous environments. 4,6 If Equipment cannot, in Motomia's reasonable.opinion, he 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 ally Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the level of Service purchased as indicated in this Section 5. 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 €lotin 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. 0 MOTOROL" A SOLUTIONS 500 W Monroe Street Chicago, 1L. 60661 (888) 325-9336 SERVICE AGREEMENT Quote Number : QUOTE-2151240 Contract Number: USCO00005054 Contract Modifier: P03-MAY-23 16:29:26 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 (lie 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 30/a. 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 bo 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 iiasis, the foes paid for thnnon-conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 10. DEFAULTITERMINA'TION 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 (36). 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 righ. 15 available to it under law, may immediately terminate this Agreement effective upon giving a written notice of termination to the defaulting party. 3.0.2 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 teririlrnaVon, 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, Mo€orola'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. 0 MOTOROLA SOLUTIONS 500 W Monroe Street Chicago, iL. 60661 (888) 325-9336 SERVICE AGREEMENT Quote Number : QUOTE-2151240 Contract Number: USCO00005054 Contract Modifier: R03-MAY 23 16:29:26 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 ANYWAY 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 far 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 parry 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 cob fide.ritial 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.;ta.ts 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 in(M.Iec.tual 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 authorixations.;.required by the Federal Communications Commission or any other federal, state, or local government agency and for complying with all rifles and regulations required by governmental agencies. Neither Motorola nor any of its employees is an agent or represontaCive of Customer in any governmental matters. Section 15. COVENANT NOT TO EMPLOY During the term of this Agree mentand 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 parry 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 ovedy;broad under applicable law, it will he modified as necessary to conform to appifcable iaw. 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 Agreementwill he 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 Motorofaiupon request. This property will be held by Customer for Motorola's use without charge and may be removed from Customer's promises by Motorola at any time without restriction. Section 17. GENERAL TERMS 171 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, 173 Failure to exercise any right will not operate as a waiver of that right, power, or privilege. 0 M071iiDROLA SOLUTIONS 500 W Monroe Street Chicago, IL. 60661 (888) 325-9336 SERVICE AGREEMENT Quote Number : QUOTE-2151240 Contract Number: USC000005054 Contract Modifier: R03-MAY-23 16:29.26 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 cast to Motorola, assign this Agreement such that it will continue to benefit the Separated 13usiness;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 an 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; expiration will apply to those Services and Customer agrees to pay for those services on a 17.9 This Agreement may be executed in one or more counterparts, all of which shall be conch Agreement in writing, or by electronic signature, and any such electronic signature shall have the purposes of validity, onto Agreement shall be treat Revised Sept 03, 2022 tions in effect at the time of the termination or basis at Motorola's then effective hourly rates. of the Agreement. The parties may execute this it effect as a handwritten signature for the icsimile copy or computer image of this 0 N OTOaROLA SOLUTIONS 500 W Monroe Street Chicago, IL. 60661 (888) 325-9336 SERVICE AGREEMENT Quote Number : QUOTE-2151240 Contract Number: USCO00005054 Contract Modifier: R03-MAY-23 16:29:26 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, Secunty Update Service, and Managed Detection & Response subscription services, are purchased by or otherwise pprovided 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 Ren6vals and Integrations Addendum available at htt rlfwway.€iiotorolasolutioi)s,conolc ber-renewals-irate rations 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 ta: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 existingg agreements and supersedes.: any. contrary terms as it relates to Customer's purchase of cybersecurity products and services, This Acknowledgement and referent. ed terns 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 counte.rl Parties had executed it as a single document. The Parties may sign in writing or by electronic image of a signature, will be treated, and will have the same effect as an original signature, a document. This Acknowledgement may he amended or modified only by a written instrument The Parties hereby enter Revised Sept 03, 2022 rill have the same legal force and effect as if the An electronic signature, facsimile copy, or computer the same effect, as an original signed copy of this authorized representatives of both Parties. 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Q d Q �E iLi�:� E�f3i ivo) Q�00: 1:tfSi ii €i3 mi0. a): ? :Qic) iLLEm3 Q iii p ill)iC:pE�E ic:tri Ems:-iMi ,.i :9i+�iQiC]:Qi(ni++E rE© o: U' �E(nEU3i�:Qi�i U 2: :o in i� iDim E-- 3Q i� i�J:LLj;1. rN Md'�Cpi�0073:Or MQui({ar0067NNN (M�[NNNNNNL3 DocuSign Envelope ID: ED6F1 B24-C1A5-4576-ABEB-10B1 E780231 B QMOrOROLA SOLUTIONS 500 W Monroe St Chicago, IL 60661 (800) 24 7-2346 Date: 29-AUG-2023 Company Name: Beaumont, City Of Attn.: Terry Lefleur Billing Address: 610 Marina Dr City, State, Zip Code: Beaumont, TX 77703 Customer Contact: Terry Lefleur Phone: 409--785-3022 SERVICE AGREEMENT Contract Number: USCO00005054 Contract Modifier: R03--MAY-23 16:29:26 P.O.#: N/A Customer #: 1013010533 Bill to Tag#: 0007 Contract Start Date: 01-SEP-2023 Contract End Date: 31-AUG-2024 Payment Cycle: IMMEDIATE Currency: USD QTY MODELIOPTION SERVICES DESCRIPTION MONTHLY EXT EXTENDED AMT Recurring Services LSV01 S01109A ASTRO SYSTEM ADVANCED PLUS $63,066.73 $756,800.63 PACKAGE SVCO2SVCO201A ASTRO SUA 11 UO IMPLEMENTATION $3,884.73 $46,616.80 SERVICES SVCO2SVC0343A RELEASE IMPACT TRAINING $523.00 $61275.97 SVCO2SVC0344A RELEASE IMPLEMENTATION TRAINING $21339.12 $281069.47 SVCO2SVC0433A ASTRO SUA li FIELD IMPLEMENTATN SVC $3,850.17 $46,201.85 SVC04SVC0169A SYSTEM UPGRADE AGREEMENT 11 $271829.06 $3337948.25 Sub Total $1011492.75 $11217,912.97 Taxes $0.00 $0.00 SPECIAL INSTRUCTIONS- ATTACH STATEMENT OF WORK FOR PERFORMANCE Grand Total $1011492.75 $112171912.97 DESCRIPTIONS THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING SETRRS Master SA 2023--2024 JURISDICTIONS WHERE APPLICABLE, TO BE VERIFIED BY MOTOROLA SOLUTIONS DocuSign Envelope ID: ED6F1 B24-C1A5-4576-ABEB-10131 E780231 B Cjber Set -vices / Opt -In Acknowledaelnent Section: Note: This section is to be completed by the CSM, in conjunction and cooperation with the Customer dur�n,g- dialog. Opt -In: Service Included In this Contract? Security Update Service (SUS) Remote Security Update Service (RSUS) Managed Detection and Response (MDR) C ■1 *Service Opt -Out? ** Not Applicable (add reason code) * 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 I Release Not Supported 2 ----- Tenant or User Restrictions 3---- Customer Purchased / Existing Service(s) I`:� #1 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:l/www.motorolasolutions.com/en us/managed-support-services/cYbersecurity.htm!) by reference. By signing below ustomer acknowledges these terms and conditions govern all Services under this Service Ag ree t� a�01City Manager AUTHORIZED CUSTOMER SIGNATURE TITLE DATE Kenneth R. Williams CUSTOMER (PRINT NAME) DocuSigned by: tsS�Ga bltiV'uatti Director, services 9/18/2023 AoREPRESENTATIVE (SIGNATURE} TITLE DATE Jessica Pou rci au 214.498.9 5 3 7 MOTOROLA REPRESENTATIVE (PRINT NAME) PHONE Revised Sep 3, 2022 DocuSign Envelope ID: ED6F1 B24-C1A5-4576-ABEB-10B1 E780231 B Company Name Contract Number Contract Modifier Contract Start Date Contract End Date Beaumont, City Of USCO00005054 R03-MAY-23 16:29:26 01-SEP-2023 31-AUG-2024 Revised Sep 3, 2022 DocuSign Envelope ID: ED6F1 B24-C1A5-4576-ABEB-10B1 E780231 B 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 than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; Revised Sep 3, 2022 DocuSign Envelope ID: ED6F1 B24-C1A5-4576-ABEB-10B1 E780231 B 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 fighting, 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 AN❑ 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 nonhazardous 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 ❑f 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. DEFAULTITERMI NATION 10.1. If either party defaults in the performance of this Agreement, the other party will give to the nonperforming party a written and detailed notice of the default. The nonperforming 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 Revised Sep 3, 2022 DocuSign Envelope ID: ED6F1 B24-C1A5-4576-ABEB-10B1 E780231 B 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, GOO❑ 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 AN❑ 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 ❑ther writing is signed by authorized representatives of both parties. Section 13. PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS 13.1. Any information ❑r 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 anytime 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 Revised Sep 3, 2022 DocuSign Envelope ID: ED6F1 B24-C1A5-4576-ABEB-10B1 E780231 B 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, spinoff 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) ❑AYS 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 Revised Sep 3, 2022 DocuSign Envelope ID: ED6F1B24-C1A5-4576-ABEB-10B1E780231B IIIIIIIII III II IIIIIIIII IIIIIIIIIIIIIIqI III!l! MA, L 'WITA : MIN Revised Sep 3, 2022