Agenda packet — Beaumont City Council, June 6, 2023 (part 4 of 4)

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•Project Manager and key Customer assigned designees attend the meeting. •Provide network environment information as requested.
•Providing shipping address and receiver name.
•Provide locations and access to the existing data and video equipment that will be part of the CommandCentral system per contract.

Completion Criteria

The CDR is complete upon Customer receipt of the CDR Summary report.

Interface Delivery Review

The objective of the interface delivery review is to discuss the user experience presented by each contracted interface, collect network information, API, and access credentials required to connect to third party systems, and document specific configuration parameters.

Motorola Responsibilities

•Discuss the need for additional information such as third- party API, SDKs, data schema and any internal and 3rd party documents necessary to establish interfaces. •Conduct reviews of the interface to explain how each function as well as any dependency on third-party API, SDKs, data schema and any internal and third-party documents necessary to establish interfaces with local and remote systems.
•Review the functional interface demonstration process. •Add interface related details to the CDR Summary report.

Customer Responsibilities

•Provide all required 3rd. party API and SDK licensing and documentation for Customer’s existing systems such as CAD and Video Management Systems.
•Make knowledgeable individuals available for the interface reviews. •As applicable, test any existing equipment and/or any 3rd. party equipment with which Motorola equipment will interface to validate connectivity with the Motorola system. •Discuss information on third-party API, SDKs, data schema and any internal and third- party documents necessary to establish interfaces with all local and remote systems and facilities within ten (10) days of the Project Kickoff Meeting so as not to impact the project schedule. •Establish network connectivity between the CloudConnect Virtual Machine and all third-party interface demarcations included as part of this project.

Completion Criteria

The interface delivery review is considered complete upon Motorola adding additional interface information to the CDR Summary report.

QUOTE-1781481CommandCentral Aware

Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""UnderlyingAgreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, thenMotorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

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HARDWARE/SOFTWARE REQUIREMENTS

Procure and Ship Equipment

Motorola Responsibilities

•Procure contracted equipment in accordance with the equipment list. •Arrange for shipping to the Customer’s location.
•Notify Customer of equipment shipping specifics and ETA for arrival.

Customer Responsibilities

•Provide and install all communications lines and network equipment and configuration that are not Motorola provided in accordance with the contracted equipment list and project schedule. •Provide software required for the support of interfaces that have not been contracted for through Motorola.

Completion Criteria

Equipment order is completed and ready to be shipped to Customer.

CloudConnect Configuration

Motorola Solutions Responsibilities

•Remotely configure CloudConnect Virtual Machine within the Cloud Anchor Server. •Configure network connectivity and test connection to the CloudConnect Virtual Machine.

Customer Responsibilities

•Provide remote access to the CloudConnect Virtual Machine.

Completion Criteria

CloudConnect Virtual Machine configuration is complete.

Workstation Installation and Configuration

Motorola Responsibilities

•Verify remote access capability after Motorola completes physical installation. •Supply and configure contracted CommandCentral Solution workstations with the monitors. •Perform physical installation of the CommandCentral Solution workstations. Connect to power and network. Assign IP addresses for the network.
•Supply and configure contracted CommandCentral Solution workstations with the monitors.

Customer Responsibilities

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•Provide a dedicated delivery point for receiving, inventory and storage of equipment. •Receive and inventory contracted equipment (reference equipment list). •Provide remote access to the CommandCentral Solution workstations.

Completion Criteria

CommandCentral Solution workstation configuration is complete.

HARDWARE DESIGN CONSIDERATIONS Design considerations for the proposed CommandCentral Aware solution are as follows:

Customer Responsibilities
•Provide connectivity between the various networks.
•Provide VPN remote access for Motorola Solutions deployment personnel to configure the system and for Customer Support to conduct diagnostics
•Motorola Solutions will have no responsibility for the performance and/or delays caused by other contractors or vendors engaged by the Customer for this project, even if Motorola Solutions has recommended such contractors.
•Provide backup power, as necessary.
•Provide Internet access to CommandCentral Aware server(s). This includes software licenses and media and installation support from the Customer’s IT personnel. •Responsible for any electrical or infrastructure improvements required at the Customer’s facility are the responsibility of the Customer.
•Provide backhaul equipment, installation, and support costs. •Provide devices such as workstations, tablets, and smartphones with Internet access in order to use the proposed CommandCentral Aware solution. Chrome Browser is recommended for optimal performance. CommandCentral Aware workstations to support MS Windows 10 Enterprise. Customer will provide Antivirus software for the CommandCentral Aware client. •Existing APX subscribers will be at software version R15.00.00 or later and equipped with GPS and IV&D options in order to use the Location on PTT feature. •Provide Motorola Solutions access with administrative rights to Active Directory for the purpose of installation/configuration and support.
•If interfaces are being included in this quote, the Customer is responsible for all necessary third-party upgrades of their existing system(s) as may be required to support the CommandCentral solution. Our solution does not include any services, support, or pricing to support Customer third-party upgrades in this proposal.

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•If interfaces are being included in this quote, the Customer is responsible to mitigate the impact to third- party systems, to include CommandCentral interfaces that result from the customer upgrading a third- party system. Motorola Solutions strongly recommends working with Motorola Solutions to understand the impact of such upgrades prior to taking any upgrade action.

CommandCentral Aware Technical Discovery Requirements
In order to prevent a delay in implementation, the Customer must provide the following information required at the time of Project Kickoff for each interface/integrated system for Motorola to confirm.

Virtual Machine
•Remote access to Customer-provided Cloud Anchor Server VM. •Data Interface VM requirements met?
If interfaces are included in this quote, the following responsibilities apply:

Interface Information (required for each interface)
•Manufacturer and Current Software Version.
•Confirm API/SDK Availability.
•Provide IP addresses.
•Provide Data format.
•Provide Data Frequency (peak & average events and content). •Provide operational aspects (data latency, key fields/information, number of inputs). •Data path factors (bandwidth, NAT, latency, jitter).

Interface Integration
•Customer’s IP Network layout (traffic segmentation, NAT required). •Active Directory and email policies.
•Customer’s third-party IP Network Connections (schools, fire, traffic). •Remote Access Policy/Procedures.
•Who owns/maintains each Customer network/firewalls.

Additional Information Required for Integration with CAD and ALPR Systems •Data delivery latency rat.
•Data interface type.
•Fileshare/Dump.
•SOAP/REST.
•SQL Extraction.
•Database IP Address, login credentials, DB version.

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•Data volume (calls per service, peak event rates).
•Data Fields.
•CAD Event Geolocation data availability.
•AVL/ARL data available.
•Event Types.

HARDWARE ENVIRONMENT REQUIREMENTS

Cloud Anchor Server

•One rack unit per Cloud Anchor server.
•Two circuits to distribute power to the server rack (dual power supplies). •UPS (Uninterruptible Power Supply) at the site where the Cloud Anchor Server and CommandCentral Aware workstations will be installed.
•Internet access

Customer-provided Aware Workstation (minimum requirements)

•Processor - Intel Xeon 6136 @3.0 GHz (12 cores).
•Memory - 32 GB.
•Drive - One NVMe 512G SSD.
•NIC - 1 Gb port NIC.
•OS - Windows 7 Professional or Windows 10 Pro.
•Graphics Card - NVIDIA Quadro P2000

Customer Provided Workstation Monitors (minimum requirements)

•27-inch Narrow Bezel IPS Display, 2560X1440

CONNECTIVITY AND DESIGN REQUIREMENTS

Motorola Solutions will work with the Customer’s IT personnel to verify that connectivity meets requirements. The Customer will provide the network components.

Network Physical Requirements

•Three static IP addresses, corresponding subnet masks/default gateway, and available NTP and DNS IP to the Cloud Anchor Server.

Network Bandwidth Requirements

•Provide network ports that are 1GB capable and network routable.

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•Minimum bandwidth needed between the Cloud Anchor Server and the CommandCentral Aware platform is 1.1 Mbps.

Low latency is critical for real–time operations. The speed with which data appears on the CommandCentral Aware display depends in large part on how quickly the information is presented to the CommandCentral Aware interface. Major contributors to the latency are network delays and the delay time from occurrence of an event to when that event information is presented to Aware from the source application (CAD, AVL, ALPR). Consequently, although CommandCentral Aware strives to provide near– real–time performance, Motorola Solutions provides no guarantees as to the speed with which an event (or video stream) appears on CommandCentral Aware once the event is triggered.

CommandCentral Aware Design Limitations

•A maximum of 3000 Icons viewed on the CommandCentral Aware client at one time, per instance. •A maximum of 100 updates per second on the CommandCentral Aware client. •A maximum 5000 radios per server.

Vigilant LPR Requirements

Bandwidth requirements include the following:

•1 Gbps hardwire switched network between the Vigilant server and Cloud Anchor. •Upload of ALPR data to the LEARN backoffice requires approximately 350 Kbps for each scan per second. Depending on maximum scan volume, the maximum bandwidth may need to be adjusted. •The RTSP video feed from cameras requires a 1Gbps hardwire switched network device to allow for data communications exceeding four connected cameras.

Firewall requirements include the following:

•CommandCentral Aware Workstation needs access to the IP addresses of Cloud Anchor and Vigilant server. Access to Cloud platform endpoints.
•Ports that need to be open––TCP 80, TCP 443, TCP 3310 (or custom SQL Database Engine listening port that might have been configured for security reasons). •The basic service requirements of the system through a firewalled environment consist of: HTTPS web based calls to a cloud back–office solution (LEARN) with S3 image storage. Typically, through a mobile broadband endpoint. A local IP listener for RTSP video stream is used from cameras with TCP communications.
•Ingress requirements (firewall traffic in): For Wireless Broadband we require TCP port 443 to communicate with the LEARN server backoffice to receive acknowledgement responses from the client.

Camera Communications: TCP port 2000, 3000, 4000, 5000 (LAN/DSP). •Egress requirements (firewall traffic out): For Wireless Broadband communications the ALPR client requires TCP port 443 to communicate with the LEARN server backoffice. The HTTPS protocol is primarily used to communicate over TLS 1.0, 1.1, or 1.2 with 128-bit encryption ciphers or better. This

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allows for the upload of ALPR data to the LEARN web services and request for data from the LEARN services and Google Maps.

ASTRO 25 Radio Requirements

The solution can be deployed to send location data information via LMR. It requires a ASTRO 25 radio equipped with a GPS receiver with minimum firmware version 7.18.8 and at software version R15.00.00 or later.

ASTRO 25 Infrastructure Requirements

ASTRO 25 system release 7.14 or above is required if the data will be sent via the LMR system.

Enhanced Data and Intelligent Middleware (IMW) in addition to a firewall to connect the system CEN and internet securely including a packet data gateway and GGSN for each zone are used to send the location updates and events can be enabled as part of that effort. The Customer will be responsible for providing internet connection and will allow Motorola Solutions to add any necessary firewalls.

•GPS Activation and Enabled.
•Packet Data Interface.

Broadband Locationing Requirements

A data subscription is needed for broadband devices. The broadband subscription is not included in the price of the CommandCentral Aware offer. Android and iOS devices will require Motorola Solutions client software to be installed on each device.

Broadband Infrastructure Requirements

Broadband networks should provide connectivity over 4G LTE, or fourth generation mobile data technology Long-term Evolution as defined by the International Telecommunication Union’s Radio Sector (ITU–R) and/or WiFi defined as IEEE Standard 802.11 (preferably 802.11ac or 802.11n).

INTERFACES AND INTEGRATION

The installation, configuration and demonstration of interfaces may be an iterative series of activities depending upon access to third-party systems. Interfaces will be installed and configured in accordance with the project schedule. Integrations of functionality between Motorola developed products will be completed through software installation and provisioning activities in accordance with the Project Schedule dates. Integration activities that have specific requirements will be completed as outlined in this SOW.

Interface Installation and Configuration

Installation and configuration of interfaces will be completed in accordance with the System Description.

Connectivity will be established between the Motorola system and the external and/or third-party systems to which the contracted software will interface. Motorola will configure the system to support each contracted interface. The Customer is responsible for engaging third-party vendors if and as required to facilitate connectivity and testing of the interfaces.

Motorola Responsibilities
•Establish connectivity to external and third-party systems. •Configure interfaces to support the functionality described in the System Description. •Demonstrate the interface usability in accordance with the Project Test Plan.

Customer Responsibilities

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•Act as liaison between Motorola and third-party vendors or systems as required to establish interface connectivity with the Motorola system.
•Provide personnel proficient with and authorized to make changes to the network and third-party systems to support Motorola’s interface installation efforts. •Provide network connectivity between CommandCentral Solution and the third-party systems for interface installation and configuration. Act as liaison between Motorola and third–party vendors or systems as required to establish connectivity with CommandCentral Solution.

Completion Criteria

Interface and integration tasks are considered complete upon demonstration of the functionality.

Unknown circumstances, requirements and anomalies at the time of initial design can present difficulties in interfacing CommandCentral Solution to some third-party applications. These difficulties could result in a poorly performing or even a non–functional interface. At such time that Motorola is provided with information and access to systems Motorola will be able to mitigate these difficulties. If Motorola mitigation requires additional third-party integration, application upgrades, API upgrades, and/or additional software licenses those costs will need to be addressed through the change provision of the contract.

ASTRO 25 Location Integration

Motorola Responsibilities

•Configure connection between CloudConnect Virtual Machine and the existing ASTRO 25 Intelligent Middleware (IMW) system.
•Perform a remote IMW software upgrade (if required for compatible version). •Configure IMW location reporting parameters. The location reporting configuration will include location on PTT, location on emergency, and location on demand.
•Provision subscribers’ software licenses as needed.

Customer Responsibilities

•Provide IMW system.
•Programming the subscriber fleet to support the Location on PTT functionality.

CommandCentral Solution Geospatial Mapping Configuration

Motorola Responsibilities

•Installation and configuration of the connection to the Customer mapping system (ESRI online, ESRI server, or static map layers).
•Test mapping layers and links to validate CommandCentral Solution is accessing and using Customer- published GIS data.

Customer Responsibilities

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•Provide access to ESRI/GIS system and/or GIS personnel. •Provide published GIS map layers.
•Work with Motorola staff to publish specific maps beneficial to the Customer analysts.

Completion Criteria

CommandCentral Solution Geospatial Mapping configuration is complete.

COMMANDCENTRAL PROVISIONING

CommandCentral Solution

Motorola will discuss industry best practices, current operations environment and subsystem integration in order to determine the optimal configuration for CommandCentral Solution.

Motorola Responsibilities

•Using the CommandCentral Admin Console, provision users, groups, and rules based off Customer Active Directory data.

Customer Responsibilities

•Supply the access and credentials to Customer’s Active Directory for the purpose of Motorola conducting CommandCentral Solution provisioning.
•Respond to Motorola inquiries regarding users/groups/agency mapping to CommandCentral Solution functionality.

Completion Criteria

CommandCentral Solution provisioning is complete upon Motorola completing provisioning activities.

COMMANDCENTRAL ONLINE TRAINING

CommandCentral training is made available to you via Motorola Solutions Software Enterprise Learning Management System (LMS). This subscription service provides you with continual access to our library of on–line learning content and allows your users the benefit of learning at times convenient to them.

Content is added and updated on a regular basis to keep information current. All Motorola tasks are completed remotely and enable the Customer to engage in training when convenient to the user.

LMS Administrators are able to add/modify users, run reports, and add/modify groups within the panorama.

Motorola Responsibilities

•Initial setup of Panorama* and addition of administrators. •Provide instruction to Customer LMS Administrators on:
•Adding and maintaining users.
•Adding and maintaining Groups.**
•Assign courses and Learning Paths.***
•Running reports.

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Customer Responsibilities

•Provide Motorola with names (first and last) and emails of Customer LMS administrators. •Provide access to learningservices.motorolasolutions.com. •Complete LMS Administrator training.
•Advise users of the availability of the LMS.
•Add/modify users, run reports and add/modify groups.

Completion Criteria

Work is considered complete upon conclusion of Motorola provided LMS Administrator instruction.

*Panorama – A panorama is an individual instance of the Learning Management System that provides autonomy to the agency utilizing.
**Groups – A more granular segmentation of the LMS that are generally utilized to separate learners of like function (dispatchers, call takers, patrol, and firefighters). These may also be referred to as clients within the LMS.
***Learning Path – A collection of courses that follow a logical order, may or may not enforce linear progress.

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FUNCTIONAL DEMONSTRATION

The objective of functional demonstration is to validate Customer access to the CommandCentral features and functions and system integration via configured interfaces (as applicable).

Motorola Responsibilities

•Update functional demonstration script.
•Provide script to Customer for review and acknowledgement. •Conduct functional demonstration.
•Correct any configuration issues impacting access to cloud based features; i.e. map display, location updates, video display and/or interface and integrations. •Create a summary report documenting the activities of the functional demonstration and any corrective actions taken by Customer or Motorola during the demonstration. •Provide Customer instruction on using the Customer Feedback Tool for feature/enhancement requests.

Customer Responsibilities

•Review and agree to the scope of the demonstration script. •Witness the functional demonstration and acknowledge its completion. •Resolve any provisioning impacting the functional demonstration. •Provide Motorola with any requests for feature enhancements.

Completion Criteria

Conclusion of the functional demonstration.

COMPLETION MILESTONE

Following the conclusion of delivery of the functional demonstration the project is considered complete and the completion milestone will be recognized.

TRANSITION TO SUPPORT

Following the completion of the functional demonstration Customer may commence using CommandCentral Solution for all purposes including productive use. Motorola and Customer will schedule a mutually agreeable time to transition Customer’s ongoing support to the Motorola Support organization. The transition to Motorola’s Support organization completes the implementation activities.

Motorola Responsibilities

•Provide Customer with Motorola Support engagement process and contact information. •Gather contact information for Customer users authorized to engage Motorola Support. •Schedule and facilitate the handover call between Customer and Motorola Support organization. •Complete the System Configuration Workbook and provide to Motorola Support as part of the handover.

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Customer Responsibilities

•Provide Motorola with specific contact information for those users authorized to engage Motorola Support.
•Participate in the handover call and familiarize themselves with the terms and conditions of support. •Engage the Motorola Support organization as needed.

Completion Criteria

Conclusion of the handover to support.

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Remote Extensive Consulting Services Statement of Work
Overview

The following Statement of Work (“SOW”) defines the scope involved in delivering remote consultative services to the “Customer” with emphasis on CommandCentral Aware.

The document includes the responsibilities of Motorola Solutions (“Motorola”) and Customer in completing this work. Note that Motorola’s tasks will be performed remotely.

Remote consultative services provide the Customer with access to a dedicated Motorola resource during Customer’s regular business hours Monday through Friday 8:00 a.m. to 5:00 p.m. local Customer time to address operational needs. The contracted scope provides forty hours of service which initiates with a discovery call and completes upon the delivery of service or the expiration of ninety consecutive calendar days following initiation, whichever occurs first.

Examples of operational needs that can be met with remote Motorola consulting service include: one on one best practices consultation, training as it relates to Motorola products, provisioning support, or system administration guidance. The Motorola resource will consult with the Customer to understand their specific needs and objectives of consulting service and collaborate on an approach to meet and remotely deliver on service.

Motorola Responsibilities 1.Provide Customer with the name and contact information of the dedicated Motorola subject matter expert who will provide the remote consultative service.2.Conduct a discovery call with the Customer to understand specific needs, and formulate an approach to address specific needs and coordinate the delivery of service.3.Deliver service. Customer Responsibilities 1.Assign a single point of contact that will be the contact with Motorola.2.Participate in the discovery call.3.Coordinate Customer resources to enable Motorola to deliver service.

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Master Customer Agreement 1

Master Customer Agreement
This Master Customer Agreement (the “MCA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity set forth in the signature block below (“Customer”). Motorola and Customer will each be referred to herein as a “Party” and collectively as the “Parties”. This Agreement (as defined below) is effective as of the date of the last signature (the “Effective Date”).

1. Agreement.

1.1. Scope; Agreement Documents. This MCA governs Customer’s purchase of Products (as defined below) and Services (as defined below) from Motorola. Additional terms and conditions applicable to specific Products and Services are set forth in one or more addenda attached to this MCA (each an “Addendum”, and collectively the “Addenda”). In addition, the Parties may agree upon solution descriptions, equipment lists, statements of work, schedules, technical specifications, and other ordering documents setting forth the Products and Services to be purchased by Customer and provided by Motorola and additional rights and obligations of the Parties (the “Ordering Documents”). To the extent required by applicable procurement law, a proposal submitted by Motorola in response to a competitive procurement process will be included within the meaning of the term Ordering Documents. This MCA, the Addenda, and any Ordering Documents collectively form the Parties’ “Agreement”.

1.2. Order of Precedence. Each Addendum will control with respect to conflicting terms in the MCA, but only as applicable to the Products and Services described in such Addendum. Each Ordering Document will control with respect to conflicting terms in the MCA or any Addenda, but only as applicable to the Products and Services described on such Ordering Document.

2. Products and Services.

2.1. Products. Motorola will (a) sell hardware provided by Motorola (“Equipment”), (b) license software which is either preinstalled on Equipment or installed on Customer-Provided Equipment (as defined below) and licensed to Customer by Motorola for a perpetual or other defined license term (“Licensed Software”), and (c) license cloud-based software as a service products and other software which is either preinstalled on Equipment or installed on Customer- Provided Equipment, but licensed to Customer by Motorola on a subscription basis (“Subscription Software”) to Customer, to the extent each is set forth in an Ordering Document, for Customer’s own use in accordance with this Agreement. The Equipment, Licensed Software, and Subscription Software shall collectively be referred to herein as “Products”, or individually as a “Product”. At any time during the Term (as defined below), Motorola may substitute any Products at no cost to Customer, if the substitute is substantially similar to the Products set forth in the applicable Ordering Documents.

2.2. Services.

2.2.1. Motorola will provide services related to purchased Products (“Services”), to the extent set forth in an Ordering Document.

2.2.2. Integration Services; Maintenance and Support Services. If specified in an Ordering Document, Motorola will provide, for the term of such Ordering Document, (a) design, deployment, and integration Services in order to design, install, set up, configure, and/or integrate the applicable Products at the applicable locations (“Sites”), agreed upon by the Parties (“Integration

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Master Customer Agreement 2

Services”), or (b) break/fix maintenance, technical support, or other Services (such as software integration Services) (“Maintenance and Support Services”), each as further described in the applicable statement of work. Maintenance and Support Services and Integration Services will each be considered “Services”, as defined above.

2.2.3. Service Ordering Documents. The Fees for Services will be set forth in an Ordering Document and any applicable project schedules. A Customer point of contact will be set forth in the applicable statement of work for the Services. For purposes of clarity, each statement of work will be incorporated into, and form an integral part of, the Agreement.

2.2.4. Service Completion. Unless otherwise specified in the applicable Ordering Document, Services described in an Ordering Document will be deemed complete upon Motorola’s performance of all Services listed in such Ordering Document (“Service Completion Date”); provided, however, that Maintenance and Support Services may be offered on an ongoing basis during a given Ordering Document term, in which case such Maintenance and Support Services will conclude upon the expiration or termination of such Ordering Document.

2.3. Non-Preclusion. If, in connection with the Products and Services provided under this Agreement, Motorola makes recommendations, including a recommendation to purchase other products or services, nothing in this Agreement precludes Motorola from participating in a future competitive bidding process or otherwise offering or selling the recommended products or other services to Customer. Customer represents that this paragraph does not violate its procurement standards or other laws, regulations, or policies.

2.4. Customer Obligations. Customer will ensure that information Customer provides to Motorola in connection with receipt of Products and Services are accurate and complete in all material respects. Customer will make timely decisions and obtain any required management approvals that are reasonably necessary for Motorola to provide the Products and Services and perform its other duties under this Agreement. Unless the applicable Ordering Document states otherwise, Motorola may rely upon and is not required to evaluate, confirm, reject, modify, or provide advice concerning any assumptions or Customer information, decisions, or approvals described in this Section. If any assumptions in the Ordering Documents or information provided by Customer prove to be incorrect, or if Customer fails to perform any of its obligations under this Agreement, Motorola’s ability to perform its obligations may be impacted and changes to the Agreement, including the scope, Fees, and performance schedule may be required.

2.5. Documentation. Products and Services may be delivered with documentation for the Equipment, software Products, or data that specifies technical and performance features, capabilities, users, or operation, including training manuals, and other deliverables, such as reports, specifications, designs, plans, drawings, analytics, or other information (collectively, “Documentation”). Documentation is and will be owned by Motorola, unless otherwise expressly agreed in an Addendum or Ordering Document that certain Documentation will be owned by Customer. Motorola hereby grants Customer a limited, royalty-free, worldwide, non- exclusive license to use the Documentation solely for its internal business purposes in connection with the Products and Services.

2.6. Motorola Tools and Equipment. As part of delivering the Products and Services, Motorola may provide certain tools, equipment, models, and other materials of its own. Such tools and equipment will remain the sole property of Motorola unless they are to be purchased by Customer as Products and are explicitly listed on an Ordering Document. The tools and

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equipment may 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. Customer will safeguard all tools and equipment while in Customer’s custody or control, and be liable for any loss or damage. Upon the expiration or earlier termination of this Agreement, Customer, at its expense, will return to Motorola all tools and equipment in its possession or control.

2.7. Authorized Users. Customer will ensure its employees and Authorized Users comply with the terms of this Agreement and will be liable for all acts and omissions of its employees and Authorized Users. Customer is responsible for the secure management of Authorized Users’ names, passwords and login credentials for access to Products and Services. “Authorized Users” are Customer’s employees, full-time contractors engaged for the purpose of supporting the Products and Services that are not competitors of Motorola, and the entities (if any) specified in an Ordering Document or otherwise approved by Motorola in writing (email from an authorized Motorola signatory accepted), which may include affiliates or other Customer agencies.

2.8. Export Control. Customer, its employees, and any other Authorized Users will not access or use the Products and Services in any jurisdiction in which the provision of such Products and Services is prohibited under applicable laws or regulations (a “Prohibited Jurisdiction”), and Customer will not provide access to the Products and Services to any government, entity, or individual located in a Prohibited Jurisdiction. Customer represents and warrants that (a) it and its Authorized Users are not named on any U.S. government list of persons prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) it and its Authorized Users are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) Customer will not permit its Authorized Users to access or use the Products or Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) Customer and its Authorized Users will comply with all applicable laws regarding the transmission of technical data exported from the U.S. and the country in which Customer, its employees, and the Authorized Users are located.

2.9. Change Orders. Unless a different change control process is agreed upon in writing by the Parties, a Party may request changes to an Addendum or an Ordering Document by submitting a change order to the other Party (each, a “Change Order”). If a requested change in a Change Order causes an increase or decrease in the Products or Services, the Parties by means of the Change Order will make appropriate adjustments to the Fees, project schedule, or other matters. Change Orders are effective and binding on the Parties only upon execution of the Change Order by an authorized representative of both Parties.

3. Term and Termination.

3.1. Term. The term of this MCA (“Term”) will commence on the Effective Date and continue until six (6) months after the later of (a) the termination, expiration, or discontinuance of services under the last Ordering Document in effect, or (b) the expiration of all applicable warranty periods, unless the MCA is earlier terminated as set forth herein. The applicable Addendum or Ordering Document will set forth the term for the Products and Services governed thereby.

3.2. Termination. Either Party may terminate the Agreement or the applicable Addendum or Ordering Document if the other Party breaches a material obligation under the Agreement and does not cure such breach within thirty (30) days after receipt of notice of the breach or fails to produce a cure plan within such period of time. Each Addendum and Ordering Document may be separately terminable as set forth therein.

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Master Customer Agreement 4

3.3. Suspension of Services. Motorola may terminate or suspend any Products or Services under an Ordering Document if Motorola determines: (a) the related Product license has expired or has terminated for any reason; (b) the applicable Product is being used on a hardware platform, operating system, or version not approved by Motorola; (c) Customer fails to make any payments when due; or (d) Customer fails to comply with any of its other obligations or otherwise delays Motorola’s ability to perform.

3.4. Effect of Termination or Expiration. Upon termination for any reason or expiration of this Agreement, an Addendum, or an Ordering Document, Customer and the Authorized Users will return or destroy (at Motorola’s option) all Motorola Materials and Motorola’s Confidential Information in their possession or control and, as applicable, provide proof of such destruction, except that Equipment purchased by Customer should not be returned. If Customer has any outstanding payment obligations under this Agreement, Motorola may accelerate and declare all such obligations of Customer immediately due and payable by Customer. Notwithstanding the reason for termination or expiration, Customer must pay Motorola for Products and Services already delivered. Customer has a duty to mitigate any damages under this Agreement, including in the event of default by Motorola and Customer’s termination of this Agreement.

4. Payment and Invoicing.

4.1. Fees. Fees and charges applicable to the Products and Services (the “Fees”) will be as set forth in the applicable Addendum or Ordering Document, and such Fees may be changed by Motorola at any time, except that Motorola will not change the Fees for Products and Services purchased by Customer during the term of an active Ordering Document or during a Subscription Term (as defined and further described in the applicable Addendum). Changes in the scope of Services described in an Ordering Document may require an adjustment to the Fees due under such Ordering Document. If a specific invoicing or payment schedule is set forth in the applicable Addendum or Ordering Document, such schedule will apply solely with respect to such Addendum or Ordering Document. Unless otherwise specified in the applicable Ordering Document, the Fees for any Services exclude expenses associated with unusual and costly Site access requirements (e.g., if Site access requires a helicopter or other equipment), and Customer will reimburse Motorola for these or other expenses incurred by Motorola in connection with the Services.

4.2. Taxes. The Fees do not include any excise, sales, lease, use, property, or other taxes, assessments, duties, or regulatory charges or contribution requirements (collectively, “Taxes”), all of which will be paid by Customer, except as exempt by law, unless otherwise specified in an Ordering Document. If Motorola is required to pay any Taxes, Customer will reimburse Motorola for such Taxes (including any interest and penalties) within thirty (30) days after Customer’s receipt of an invoice therefore. Customer will be solely responsible for reporting the Products for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income and net worth.

4.3. Invoicing. Motorola will invoice Customer at the frequency set forth in the applicable Addendum or Ordering Document, and Customer will pay all invoices within thirty (30) days of the invoice date or as otherwise specified in the applicable Addendum or Ordering Document.

Late payments will be subject to interest charges at the maximum rate permitted by law, commencing upon the due date. Motorola may invoice electronically via email, and Customer agrees to receive invoices via email at the email address set forth in an Ordering Document.

Customer acknowledges and agrees that a purchase order or other notice to proceed is not required for payment for Products or Services.

5. Sites; Customer-Provided Equipment; Non-Motorola Content.

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5.1. Access to Sites. Customer will be responsible for providing all necessary permits, licenses, and other approvals necessary for the installation and use of the Products and the performance of the Services at each applicable Site, including for Motorola to perform its obligations hereunder, and for facilitating Motorola’s access to the Sites. No waivers of liability will be imposed on Motorola or its subcontractors by Customer or others at Customer facilities or other Sites, but if and to the extent any such waivers are imposed, the Parties agree such waivers are void.

5.2. Site Conditions. Customer will ensure that (a) all Sites are safe and secure, (b) Site conditions meet all applicable industry and legal standards (including standards promulgated by OSHA or other governmental or regulatory bodies), (c) to the extent applicable, Sites have adequate physical space, air conditioning, and other environmental conditions, electrical power outlets, distribution, equipment, connections, and telephone or other communication lines (including modem access and interfacing networking capabilities), and (d) Sites are suitable for the installation, use, and maintenance of the Products and Services. This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date.

5.3. Site Issues. Motorola will have the right at any time to inspect the Sites and advise Customer of any deficiencies or non-conformities with the requirements of this Section 5 – Sites; Customer-Provided Equipment; Non-Motorola Content. If Motorola or Customer identifies any deficiencies or non-conformities, Customer will promptly remediate such issues or the Parties will select a replacement Site. If a Party determines that a Site identified in an Ordering Document is not acceptable or desired, the Parties will cooperate to investigate the conditions and select a replacement Site or otherwise adjust the installation plans and specifications as necessary. A change in Site or adjustment to the installation plans and specifications may cause a change in the Fees or performance schedule under the applicable Ordering Document.

5.4. Customer-Provided Equipment. Certain components, including equipment and software, not provided by Motorola may be required for use of the Products and Services (“Customer- Provided Equipment”). Customer will be responsible, at its sole cost and expense, for providing and maintaining the Customer-Provided Equipment in good working order. Customer represents and warrants that it has all rights in Customer-Provided Equipment to permit Motorola to access and use the applicable Customer-Provided Equipment to provide the Products and Services under this Agreement, and such access and use will not violate any laws or infringe any third-party rights (including intellectual property rights). Customer (and not Motorola) will be fully liable for Customer-Provided Equipment, and Customer will immediately notify Motorola of any Customer-Provided Equipment damage, loss, change, or theft that may impact Motorola’s ability to provide the Products and Services under this Agreement, and Customer acknowledges that any such events may cause a change in the Fees or performance schedule under the applicable Ordering Document.

5.5. Non-Motorola Content. In certain instances, Customer may be permitted to access, use, or integrate Customer or third-party software, services, hardware, content, and data that is not provided by Motorola (collectively, “Non-Motorola Content”) with or through the Products and Services. If Customer accesses, uses, or integrates any Non-Motorola Content with the Products or Services, Customer will first obtain all necessary rights and licenses to permit Customer’s and its Authorized Users’ use of the Non-Motorola Content in connection with the Products and Services. Customer will also obtain the necessary rights for Motorola to use such Non-Motorola Content in connection with providing the Products and Services, including the right for Motorola to access, store, and process such Non-Motorola Content (e.g., in connection

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with Subscription Software), and to otherwise enable interoperation with the Products and Services. Customer represents and warrants that it will obtain the foregoing rights and licenses prior to accessing, using, or integrating the applicable Non-Motorola Content with the Products and Services, and that Customer and its Authorized Users will comply with any terms and conditions applicable to such Non-Motorola Content. If any Non-Motorola Content require access to Customer Data (as defined below), Customer hereby authorizes Motorola to allow the provider of such Non-Motorola Content to access Customer Data, in connection with the interoperation of such Non-Motorola Content with the Products and Services. Customer acknowledges and agrees that Motorola is not responsible for, and makes no representations or warranties with respect to, the Non-Motorola Content (including any disclosure, modification, or deletion of Customer Data resulting from use of Non-Motorola Content or failure to properly interoperate with the Products and Services). If Customer receives notice that any Non-Motorola Content must be removed, modified, or disabled within the Products or Services, Customer will promptly do so. Motorola will have the right to disable or remove Non-Motorola Content if Motorola believes a violation of law, third-party rights, or Motorola’s policies is likely to occur, or if such Non-Motorola Content poses or may pose a security or other risk or adverse impact to the Products or Services, Motorola, Motorola’s systems, or any third party (including other Motorola customers). Motorola may provide certain Non-Motorola Content as an authorized sales representative of a third party as set out in an Ordering Document. As an authorized sales representative, the third party’s terms and conditions, as set forth in the Ordering Document, will apply to any such sales. Any orders for such Non-Motorola Content will be filled by the third party. Nothing in this Section will limit the exclusions set forth in Section 7.2 – Intellectual Property Infringement.

5.6. End User Licenses. Notwithstanding any provision to the contrary in the Agreement, certain Non-Motorola Content software are governed by a separate license, EULA, or other agreement, including terms governing third-party equipment or software, such as open source software, included in the Products and Services. Customer will comply, and ensure its Authorized Users comply, with any such additional terms applicable to third-party equipment or software. If provided for in the separate third party license, Customer may have a right to receive source code for such software; a copy of such source code may be obtained free of charge by contacting Motorola.

6. Representations and Warranties.

6.1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (a) it has the right to enter into the Agreement and perform its obligations hereunder, and (b) the Agreement will be binding on such Party.

6.2. Motorola Warranties. Subject to the disclaimers and exclusions below, Motorola represents and warrants that (a) Services will be provided in a good and workmanlike manner and will conform in all material respects to the descriptions in the applicable Ordering Document; and (b) for a period of ninety (90) days commencing upon the Service Completion Date for one-time Services, the Services will be free of material defects in materials and workmanship. Other than as set forth in subsection (a) above, recurring Services are not warranted but rather will be subject to the requirements of the applicable Addendum or Ordering Document. Motorola provides other express warranties for Motorola-manufactured Equipment, Motorola-owned software Products, and certain Services. Such express warranties are included in the applicable Addendum or Ordering Document. Such representations and warranties will apply only to the applicable Product or Service that is the subject of such Addendum or Ordering Document.

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6.3. Warranty Claims; Remedies. To assert a warranty claim, Customer must notify Motorola in writing of the claim prior to the expiration of any warranty period set forth in this MCA or the applicable Addendum or Ordering Document. Unless a different remedy is otherwise expressly set forth for a particular warranty under an Addendum, upon receipt of such claim, Motorola will investigate the claim and use commercially reasonable efforts to repair or replace any confirmed materially non-conforming Product or re-perform any non-conforming Service, at its option.

Such remedies are Customer’s sole and exclusive remedies for Motorola’s breach of a warranty. Motorola’s warranties are extended by Motorola to Customer only, and are not assignable or transferrable.

6.4. Pass-Through Warranties. Notwithstanding any provision of this Agreement to the contrary, Motorola will have no liability for third-party software or hardware provided by Motorola; provided, however, that to the extent offered by third-party providers of software or hardware and to the extent permitted by law, Motorola will pass through express warranties provided by such third parties.

6.5. WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS AND PASS THROUGH

WARRANTIES IN THIS AGREEMENT, PRODUCTS AND SERVICES PURCHASED HEREUNDER ARE PROVIDED “AS IS” AND WITH ALL FAULTS. WARRANTIES SET FORTH

IN THE AGREEMENT ARE THE COMPLETE WARRANTIES FOR THE PRODUCTS AND

SERVICES AND MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS,

EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND QUALITY. MOTOROLA DOES NOT

REPRESENT OR WARRANT THAT USE OF THE PRODUCTS AND SERVICES WILL BE

UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY VULNERABILITIES, OR THAT THEY WILL MEET CUSTOMER’S PARTICULAR REQUIREMENTS.

7. Indemnification.

7.1. General Indemnity. Motorola will defend, indemnify, and hold Customer harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from any actual third-party claim, demand, action, or proceeding (“Claim”) for personal injury, death, or direct damage to tangible property to the extent caused by Motorola’s negligence, gross negligence or willful misconduct while performing its duties under an Ordering Document or an Addendum, except to the extent the claim arises from Customer’s negligence or willful misconduct. Motorola’s duties under this Section 7.1 – General Indemnity are conditioned upon: (a) Customer promptly notifying Motorola in writing of the Claim; (b) Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and (c) Customer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the defense of the Claim.

7.2. Intellectual Property Infringement. Motorola will defend Customer against any third-party claim alleging that a Motorola-developed or manufactured Product or Service (the “Infringing Product”) directly infringes a United States patent or copyright (“Infringement Claim”), and Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim, or agreed to in writing by Motorola in settlement of an Infringement Claim. Motorola’s duties under this Section 7.2 – Intellectual Property Infringement are conditioned upon: (a) Customer promptly notifying Motorola in writing of the Infringement Claim; (b) Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and (c) Customer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the defense of the Infringement Claim.

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7.2.1. If an Infringement Claim occurs, or in Motorola’s opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer the right to continue using the Infringing Product; (b) replace or modify the Infringing Product so that it becomes non-infringing; or (c) grant Customer (i) a pro-rated refund of any amounts pre-paid for the Infringing Product (if the Infringing Product is a software Product, i.e., Licensed Software or Subscription Software) or (ii) a credit for the Infringing Product, less a reasonable charge for depreciation (if the Infringing Product is Equipment, including Equipment with embedded software).

7.2.2. In addition to the other damages disclaimed under this Agreement, Motorola will have no duty to defend or indemnify Customer for any Infringement Claim that arises from or is based upon: (a) Customer Data, Customer-Provided Equipment, Non-Motorola Content, or third-party equipment, hardware, software, data, or other third-party materials; (b) the combination of the Product or Service with any products or materials not provided by Motorola; (c) a Product or Service designed, modified, or manufactured in accordance with Customer’s designs, specifications, guidelines or instructions; (d) a modification of the Product or Service by a party other than Motorola; (e) use of the Product or Service in a manner for which the Product or Service was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Customer to use or install an update to the Product or Service that is intended to correct the claimed infringement. In no event will Motorola’s liability resulting from an Infringement Claim extend in any way to any payments due on a royalty basis, other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the Infringing Product.

7.2.3. This Section 7.2 – Intellectual Property Infringement provides Customer’s sole and exclusive remedies and Motorola’s entire liability in the event of an Infringement Claim. For clarity, the rights and remedies provided in this Section are subject to, and limited by, the restrictions set forth in Section 8 – Limitation of Liability below.

7.3. Customer Indemnity. Customer will defend, indemnify, and hold Motorola and its subcontractors, subsidiaries and other affiliates harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from any actual or threatened third-party claim, demand, action, or proceeding arising from or related to (a) Customer-Provided Equipment, Customer Data, or Non-Motorola Content, including any claim, demand, action, or proceeding alleging that any such equipment, data, or materials (or the integration or use thereof with the Products and Services) infringes or misappropriates a third-party intellectual property or other right, violates applicable law, or breaches the Agreement; (b) Customer-Provided Equipment’s failure to meet the minimum requirements set forth in the applicable Documentation or match the applicable specifications provided to Motorola by Customer in connection with the Products or Services; (c) Customer’s (or its service providers, agents, employees, or Authorized User’s) negligence or willful misconduct; and (d) Customer’s or its Authorized User’s breach of this Agreement. This indemnity will not apply to the extent any such claim is caused by Motorola’s use of Customer- Provided Equipment, Customer Data, or Non-Motorola Content in violation of the Agreement.

Motorola will give Customer prompt, written notice of any claim subject to the foregoing indemnity. Motorola will, at its own expense, cooperate with Customer in its defense or settlement of the claim.

8. Limitation of Liability.

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8.1. DISCLAIMER OF CONSEQUENTIAL DAMAGES. EXCEPT FOR PERSONAL INJURY

OR DEATH, MOTOROLA, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS,

DIRECTORS, EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “MOTOROLA PARTIES”) WILL NOT BE LIABLE IN CONNECTION WITH THIS AGREEMENT (WHETHER UNDER MOTOROLA’S INDEMNITY

OBLIGATIONS, A CAUSE OF ACTION FOR BREACH OF CONTRACT, UNDER TORT

THEORY, OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY,

PUNITIVE, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS OR

REVENUES, EVEN IF MOTOROLA HAS BEEN ADVISED BY CUSTOMER OR ANY THIRD

PARTY OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND WHETHER OR NOT SUCH DAMAGES OR LOSSES ARE FORESEEABLE.

8.2. DIRECT DAMAGES. EXCEPT FOR PERSONAL INJURY OR DEATH, THE TOTAL

AGGREGATE LIABILITY OF THE MOTOROLA PARTIES, WHETHER BASED ON A CLAIM IN

CONTRACT OR IN TORT, LAW OR EQUITY, RELATING TO OR ARISING OUT OF THE

AGREEMENT WILL NOT EXCEED THE FEES SET FORTH IN THE ORDERING DOCUMENT UNDER WHICH THE CLAIM AROSE. NOTWITHSTANDING THE FOREGOING, FOR ANY

SUBSCRIPTION SOFTWARE OR FOR ANY RECURRING SERVICES, THE MOTOROLA PARTIES’ TOTAL LIABILITY FOR ALL CLAIMS RELATED TO SUCH PRODUCT OR

RECURRING SERVICES IN THE AGGREGATE WILL NOT EXCEED THE TOTAL FEES PAID

FOR SUCH SUBSCRIPTION SOFTWARE OR RECURRING SERVICE, AS APPLICABLE, DURING THE CONSECUTIVE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FROM WHICH THE FIRST CLAIM AROSE.

8.3. ADDITIONAL EXCLUSIONS. NOTWITHSTANDING ANY OTHER PROVISION OF

THIS AGREEMENT, MOTOROLA WILL HAVE NO LIABILITY FOR DAMAGES ARISING OUT

OF (A) CUSTOMER DATA, INCLUDING ITS TRANSMISSION TO MOTOROLA, OR ANY OTHER DATA AVAILABLE THROUGH THE PRODUCTS OR SERVICES; (B) CUSTOMER-

PROVIDED EQUIPMENT, NON-MOTOROLA CONTENT, THE SITES, OR THIRD-PARTY

EQUIPMENT, HARDWARE, SOFTWARE, DATA, OR OTHER THIRD-PARTY MATERIALS, OR THE COMBINATION OF PRODUCTS AND SERVICES WITH ANY OF THE FOREGOING; (C)

LOSS OF DATA OR HACKING, RANSOMWARE, OR OTHER THIRD-PARTY ATTACKS OR DEMANDS; (D) MODIFICATION OF PRODUCTS OR SERVICES BY ANY PERSON OTHER THAN MOTOROLA; (E) RECOMMENDATIONS PROVIDED IN CONNECTION WITH OR BY THE PRODUCTS AND SERVICES; (F) DATA RECOVERY SERVICES OR DATABASE MODIFICATIONS; OR (G) CUSTOMER’S OR ANY AUTHORIZED USER’S BREACH OF THIS AGREEMENT OR MISUSE OF THE PRODUCTS AND SERVICES.

8.4. Voluntary Remedies. Motorola is not obligated to remedy, repair, replace, or refund the purchase price for the disclaimed issues in Section 8.3 – Additional Exclusions above, but if Motorola agrees to provide Services to help resolve such issues, Customer will reimburse Motorola for its reasonable time and expenses, including by paying Motorola any Fees set forth in an Ordering Document for such Services, if applicable.

8.5. Statute of Limitations. Customer may not bring any claims against a Motorola Party in connection with this Agreement or the Products and Services more than one (1) year after the date of accrual of the cause of action.

9. Confidentiality.

9.1. Confidential Information. “Confidential Information” means any and all non-public information provided by one Party (“Discloser”) to the other (“Recipient”) that is disclosed under this Agreement in oral, written, graphic, machine recognizable, or sample form, being

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clearly designated, labeled or marked as confidential or its equivalent or that a reasonable businessperson would consider non-public and confidential by its nature. With respect to Motorola, Confidential Information will also include Products and Services, and Documentation, as well as any other information relating to the Products and Services. The nature and existence of this Agreement are considered Confidential Information of the Parties. In order to be considered Confidential Information, information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by Discloser by submitting a written document to Recipient within thirty (30) days after such disclosure. The written document must contain a summary of the Confidential Information disclosed with enough specificity for identification purpose and must be labeled or marked as confidential or its equivalent.

9.2. Obligations of Confidentiality. During the Term and for a period of three (3) years from the expiration or termination of this Agreement, Recipient will (a) not disclose Confidential Information to any third party, except as expressly permitted in this Section 9 - Confidentiality; (b) restrict disclosure of Confidential Information to only those employees (including, employees of any wholly owned subsidiary, a parent company, any other wholly owned subsidiaries of the same parent company), agents or consultants who must access the Confidential Information for the purpose of, and who are bound by confidentiality terms substantially similar to those in, this Agreement; (c) not copy, reproduce, reverse engineer, de-compile or disassemble any Confidential Information; (d) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; (e) promptly notify Discloser upon discovery of any unauthorized use or disclo sure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Agreement; and (f) only use the Confidential Information as needed to fulfill its obligations and secure its rights under this Agreement.

9.3. Exceptions. Recipient is not obligated to maintain as confidential any information that Recipient can demonstrate by documentation (a) is publicly available at the time of disclosure or becomes available to the public without breach of this Agreement; (b) is lawfully obtained from a third party without a duty of confidentiality to Discloser; (c) is otherwise lawfully known to Recipient prior to such disclosure without a duty of confidentiality to Discloser; or (d) is independently developed by Recipient without the use of, or reference to, any of Discloser’s Confidential Information or any breach of this Agreement. Additionally, Recipient may disclose Confidential Information to the extent required by law, including a judicial or legislative order or proceeding.

9.4. Ownership of Confidential Information. All Confidential Information is and will remain the property of Discloser and will not be copied or reproduced without the express written permission of Discloser (including as permitted herein). Within ten (10) days of receipt of Discloser’s written request, Recipient will return or destroy all Confidential Information to Discloser along with all copies and portions thereof, or certify in writing that all such Confidential Information has been destroyed. However, Recipient may retain (a) one (1) archival copy of the Confidential Information for use only in case of a dispute concerning this Agreement and (b) Confidential Information that has been automatically stored in accordance with Recipient’s standard backup or recordkeeping procedures, provided, however that Recipient will remain subject to the obligations of this Agreement with respect to any Confidential Information retained subject to clauses (a) or (b). No license, express or implied, in the Confidential Information is granted to the Recipient other than to use the Confidential Information in the manner and to the extent authorized by this Agreement. Discloser represents and warrants that it is authorized to disclose any Confidential Information it discloses pursuant to this Agreement.

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10. Proprietary Rights; Data; Feedback.

10.1. Data Definitions. The following terms will have the stated meanings: “Customer Contact Data” means data Motorola collects from Customer, its Authorized Users, and their end users for business contact purposes, including marketing, advertising, licensing and sales purposes; “Service Use Data” means data generated by Customer’s use of the Products and Services or by Motorola’s support of the Products and Services, including personal information, product performance and error information, activity logs and date and time of use; “Customer Data” means data, information, and content, including images, text, videos, documents, audio, telemetry, location and structured data base records, provided by, through, or on behalf of Customer, its Authorized Users, and their end users through the use of the Products and Services. Customer Data does not include Customer Contact Data, Service Use Data, or information from publicly available sources or other Third-Party Data or Motorola Data; “Third- Party Data” means information obtained by Motorola from publicly available sources or its third party content providers and made available to Customer through the Products or Services; “Motorola Data” means data owned or licensed by Motorola; “Feedback” means comments or information, in oral or written form, given to Motorola by Customer or Authorized Users, including their end users, in connection with or relating to the Products or Services; and “Process” or “Processing” means any operation or set of operations which is performed on personal information or on sets of personal information, whether or not by automated means, such as collection, recording, copying, analyzing, caching, organization, structuring, storage, adaptation, or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

10.2. Motorola Materials. Customer acknowledges that Motorola may use or provide Customer with access to software, tools, data, and other materials, including designs, utilities, models, methodologies, systems, and specifications, which Motorola has developed or licensed from third parties (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, or derivative works of the foregoing, whether made by Motorola or another party) (collectively, “Motorola Materials”). The Products and Services, Motorola Data, Third-Party Data, and Documentation, are considered Motorola Materials. Except when Motorola has expressly transferred title or other interest to Customer by way of an Addendum or Ordering Document, the Motorola Materials are the property of Motorola or its licensors, and Motorola or its licensors retain all right, title and interest in and to the Motorola Materials (including, all rights in patents, copyrights, trademarks, trade names, trade secrets, know-how, other intellectual property and proprietary rights, and all associated goodwill and moral rights). For clarity, this Agreement does not grant to Customer any shared development rights in or to any Motorola Materials or other intellectual property, and Customer agrees to execute any documents and take any other actions reasonably requested by Motorola to effectuate the foregoing. Motorola and its licensors reserve all rights not expressly granted to Customer, and no rights, other than those expressly granted herein, are granted to Customer by implication, estoppel or otherwise. Customer will not modify, disassemble, reverse engineer, derive source code or create derivative works from, merge with other software, distribute, sublicense, sell, or export the Products and Services or other Motorola Materials, or permit any third party to do so.

10.3. Ownership of Customer Data. Customer retains all right, title and interest, including intellectual property rights, if any, in and to Customer Data. Motorola acquires no rights to Customer Data except those rights granted under this Agreement including the right to Process and use the Customer Data as set forth in Section 10.4 – Processing Customer Data below and in other applicable Addenda. The Parties agree that with regard to the Processing of personal information which may be part of Customer Data, Customer is the controller and

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Motorola is the processor, and may engage sub-processors pursuant to Section 10.4.3 – Sub- processors.

10.4. Processing Customer Data.

10.4.1. Motorola Use of Customer Data. To the extent permitted by law, Customer grants Motorola and its subcontractors a right to use Customer Data and a royalty-free, worldwide, non-exclusive license to use Customer Data (including to process, host, cache, store, reproduce, copy, modify, combine, analyze, create derivative works from such Customer Data and to communicate, transmit, and distribute such Customer Data to third parties engaged by Motorola) to (a) perform Services and provide Products under the Agreement, (b) analyze the Customer Data to operate, maintain, manage, and improve Motorola Products and Services, and (c) create new products and services. Customer agrees that this Agreement, along with the Documentation, are Customer’s complete and final documented instructions to Motorola for the processing of Customer Data. Any additional or alternate instructions must be agreed to according to the Change Order process. Customer represents and warrants to Motorola that Customer’s instructions, including appointment of Motorola as a processor or sub-processor, have been authorized by the relevant controller.

10.4.2. Collection, Creation, Use of Customer Data. Customer further represents and warrants that the Customer Data, Customer’s collection, creation, and use of the Customer Data (including in connection with Motorola’s Products and Services), and Motorola’s use of such Customer Data in accordance with the Agreement, will comply with all laws and will not violate any applicable privacy notices or infringe any third-party rights (including intellectual property and privacy rights). It is Customer’s responsibility to obtain all required consents, provided all necessary notices, and meet any other applicable legal requirements with respect to collection and use (including Motorola’s use) of the Customer Data as described in the Agreement.

10.4.3. Sub-processors. Customer agrees that Motorola may engage sub-processors who in turn may engage additional sub-processors to Process personal data in accordance with this Agreement. When engaging sub-processors, Motorola will enter into agreements with the sub-processors to bind them to data processing obligations to the extent required by law.

10.5. Data Retention and Deletion. Except as expressly provided otherwise under the Agreement, Motorola will delete all Customer Data following termination or expiration of this MCA or the applicable Addendum or Ordering Document, with such deletion to occur no later than one hundred twenty (120) days following the applicable date of termination or expiration, unless otherwise required to comply with applicable law. Any requests for the exportation or download of Customer Data must be made by Customer to Motorola in writing before expiration or termination, subject to Section 13.9 – Notices. Motorola will have no obligation to retain such Customer Data beyond expiration or termination unless the Customer has purchased extended storage from Motorola through a mutually executed Ordering Document.

10.6. Service Use Data. Customer understands and agrees that Motorola may collect and use Service Use Data for its own purposes, including the uses described below. Motorola may use Service Use Data to (a) operate, maintain, manage, and improve existing and create new products and services, (b) test products and services, (c) to aggregate Service Use Data and combine it with that of other users, and (d) to use anonymized or aggregated data for marketing,

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research or other business purposes. Service Use Data may be disclosed to third parties. It is Customer’s responsibility to notify Authorized Users of Motorola’s collection and use of Service Use Data and to obtain any required consents, provide all necessary notices, and meet any other applicable legal requirements with respect to such collection and use, and Customer represents and warrants to Motorola that it has complied and will continue to comply with this Section.

10.7. Third-Party Data and Motorola Data. Motorola Data and Third-Party Data may be available to Customer through the Products and Services. Customer and its Authorized Users may use Motorola Data and Third-Party Data as permitted by Motorola and the applicable Third- Party Data provider, as described in the applicable Addendum. Unless expressly permitted in the applicable Addendum, Customer will not, and will ensure its Authorized Users will not: (a) use the Motorola Data or Third-Party Data for any purpose other than Customer’s internal business purposes; (b) disclose the data to third parties; (c) “white label” such data or otherwise misrepresent its source or ownership, or resell, distribute, sublicense, or commercially exploit the data in any manner; (d) use such data in violation of applicable laws; (e) remove, obscure, alter, or falsify any marks or proprietary rights notices indicating the source, origin, or ownership of the data; or (f) modify such data or combine it with Customer Data or other data or use the data to build databases. Additional restrictions may be set forth in the applicable Addendum.

Any rights granted to Customer or Authorized Users with respect to Motorola Data or Third- Party Data will immediately terminate upon termination or expiration of the applicable Addendum, Ordering Document, or this MCA. Further, Motorola or the applicable Third-Party Data provider may suspend, change, or terminate Customer’s or any Authorized User’s access to Motorola Data or Third-Party Data if Motorola or such Third-Party Data provider believes Customer’s or the Authorized User’s use of the data violates the Agreement, applicable law or Motorola’s agreement with the applicable Third-Party Data provider. Upon termination of Customer’s rights to use any Motorola Data or Third-Party Data, Customer and all Authorized Users will immediately discontinue use of such data, delete all copies of such data, and certify such deletion to Motorola. Notwithstanding any provision of the Agreement to the contrary, Motorola will have no liability for Third-Party Data or Motorola Data available through the Products and Services. Motorola and its Third-Party Data providers reserve all rights in and to Motorola Data and Third-Party Data not expressly granted in an Addendum or Ordering Document.

10.8. Feedback. Any Feedback provided by Customer is entirely voluntary, and will not create any confidentiality obligation for Motorola, even if designated as confidential by Customer.

Motorola may use, reproduce, license, and otherwise distribute and exploit the Feedback without any obligation or payment to Customer or Authorized Users and Customer represents and warrants that it has obtained all necessary rights and consents to grant Motorola the foregoing rights.

10.9. Improvements; Products and Services. The Parties agree that, notwithstanding any provision of this MCA or the Agreement to the contrary, all fixes, modifications and improvements to the Services or Products conceived of or made by or on behalf of Motorola that are based either in whole or in part on the Feedback, Customer Data, or Service Use Data (or otherwise) are the exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or improvements will vest solely in Motorola. Customer agrees to execute any written documents necessary to assign any intellectual property or other rights it may have in such fixes, modifications or improvements to Motorola.

11.Force Majeure; Delays Caused by Customer.

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11.1. Force Majeure. Except for Customer’s payment obligations hereunder, neither Party will be responsible for nonperformance or delayed performance due to events outside of its reasonable control. If performance will be significantly delayed, the affected Party will provide notice to the other Party, and the Parties will agree (in writing) upon a reasonable extension to any applicable performance schedule.

11.2. Delays Caused by Customer. Motorola’s performance of the Products and Services will be excused for delays caused by Customer or its Authorized Users or subcontractors, or by failure of any assumptions set forth in this Agreement (including in any Addendum or Ordering Document). In the event of a delay under this Section 11.2 – Delays Caused by Customer, (a) Customer will continue to pay the Fees as required hereunder, (b) the Parties will agree (in writing) upon a reasonable extension to any applicable performance schedule, and (c) Customer will compensate Motorola for its out-of-pocket costs incurred due to the delay (including those incurred by Motorola’s affiliates, vendors, and subcontractors).

12. Disputes. The Parties will use the following procedure to resolve any disputes relating to or arising out of this Agreement (each, a “Dispute”):

12.1. Governing Law. All matters relating to or arising out of the Agreement are governed by the laws of the State of California, unless Customer is the United States Government (or an agency thereof), in which case all matters relating to or arising out of the Agreement will be governed by the laws of the State in which the Products and Services are provided. The terms of the U.N. Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply.

12.2. Negotiation; Mediation. Either Party may initiate dispute resolution procedures by sending a notice of Dispute (“Notice of Dispute”) to the other Party. The Parties will attempt to resolve the Dispute promptly through good faith negotiations, including timely escalation of the Dispute to executives who have authority to settle the Dispute (and who are at a higher level of management than the persons with direct responsibility for the matter). If a Dispute is not resolved through negotiation, either Party may initiate mediation by sending a notice of mediation (“Notice of Mediation”) to the other Party. The Parties will choose an independent mediator within thirty (30) days of such Notice of Mediation. Neither Party may unreasonably withhold consent to the selection of a mediator, but if the Parties are unable to agree upon a mediator, either Party may request that the American Arbitration Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the mediation in good faith and will be represented at the mediation by a business executive with authority to settle the Dispute. All in person meetings under this Section 12.2 – Negotiation; Mediation will take place in Riverside County, California, and all communication relating to the Dispute resolution will be maintained in strict confidence by the Parties. Notwithstanding the foregoing, any Dispute arising from or relating to Motorola’s intellectual property rights will not be subject to negotiation or mediation in accordance with this Section, but instead will be decided by a court of competent jurisdiction, in accordance with Section 12.3 – Litigation, Venue, Jurisdiction below.

12.3. Litigation, Venue, Jurisdiction. If the Dispute has not been resolved by mediation within sixty (60) days from the Notice of Mediation, either Party may submit the Dispute exclusively to a court in Riverside County, California. Each Party expressly consents to the exclusive jurisdiction of such courts for resolution of any Dispute and to enforce the outcome of any mediation.

13. General.

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13.1. Compliance with Laws. Each Party will comply with applicable laws in connection with the performance of its obligations under this Agreement, including that Customer will ensure its and its Authorized Users’ use of the Products and Services complies with law (including privacy laws), and Customer will obtain any FCC and other licenses or authorizations (including licenses or authorizations required by foreign regulatory bodies) required for its and its Authorized Users’ use of the Products and Services. Motorola may, at its discretion, cease providing or otherwise modify Products and Services (or any terms related thereto in an Addendum or Ordering Document), in order to comply with any changes in applicable law.

13.2. Audit; Monitoring. Motorola will have the right to monitor and audit use of the Products, which may also include access by Motorola to Customer Data and Service Use Data. Customer will provide notice of such monitoring to its Authorized Users and obtain any required consents, including individual end users, and will cooperate with Motorola in any monitoring or audit.

Customer will maintain during the Term, and for two (2) years thereafter, accurate records relating to any software licenses granted under this Agreement to verify compliance with this Agreement. Motorola or a third party (“Auditor”) may inspect Customer’s and, as applicable, Authorized Users’ premises, books, and records. Motorola will pay expenses and costs of the Auditor, unless Customer is found to be in violation of the terms of the Agreement, in which case Customer will be responsible for such expenses and costs.

13.3. Assignment and Subcontracting. Neither Party may assign or otherwise transfer this Agreement without the prior written approval of the other Party. Motorola may assign or otherwise transfer this Agreement or any of its rights or obligations under this Agreement without consent (a) for financing purposes, (b) in connection with a merger, acquisition or sale of all or substantially all of its assets, (c) as part of a corporate reorganization, or (d) to a subsidiary corporation. Subject to the foregoing, this Agreement will be binding upon the Parties and their respective successors and assigns.

13.4. Waiver. A delay or omission by either Party to exercise any right under this Agreement will not be construed to be a waiver of such right. A waiver by either Party of any of the obligations to be performed by the other, or any breach thereof, will not be construed to be a waiver of any succeeding breach or of any other obligation. All waivers must be in writing and signed by the Party waiving its rights.

13.5. Severability. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, such provision will be deemed to be modified to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law. The remaining provisions of this Agreement will not be affected, and each such provision will be valid and enforceable to the full extent permitted by applicable law.

13.6. Independent Contractors. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership, or formal business organization of any kind.

13.7. Third-Party Beneficiaries. The Agreement is entered into solely between, and may be enforced only by, the Parties. Each Party intends that the Agreement will not benefit, or create any right or cause of action in or on behalf of, any entity other than the Parties. Notwithstanding the foregoing, a licensor or supplier of third-party software included in the software Products will be a direct and intended third-party beneficiary of this Agreement.

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13.8. Interpretation. The section headings in this Agreement are included only for convenience The words “including” and “include” will be deemed to be followed by the phrase “without limitation”. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party.

13.9. Notices. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address provided by the other Party by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as FedEx, UPS, or DHL), and will be effective upon receipt.

13.10. Cumulative Remedies. Except as specifically stated in this Agreement, all remedies provided for in this Agreement will be cumulative and in addition to, and not in lieu of, any other remedies available to either Party at law, in equity, by contract, or otherwise. Except as specifically stated in this Agreement, the election by a Party of any remedy provided for in this Agreement or otherwise available to such Party will not preclude such Party from pursuing any other remedies available to such Party at law, in equity, by contract, or otherwise.

13.11. Survival. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 2.4 – Customer Obligations; Section 3.4 – Effect of Termination or Expiration; Section 4 – Payment and Invoicing; Section 6.5 – Warranty Disclaimer; Section 7.3 – Customer Indemnity; Section 8 – Limitation of Liability; Section 9 – Confidentiality; Section 10 – Proprietary Rights; Data; Feedback; Section 11 – Force Majeure; Delays Caused by Customer; Section 12 – Disputes; and Section 13 – General.

13.12. Entire Agreement. This Agreement, including all Addenda and Ordering Documents, constitutes the entire agreement of the Parties regarding the subject matter hereto, and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement 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 Agreement 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 order, acknowledgment, or other form will not be considered an amendment or modification or part of this Agreement, even if a representative of each Party signs such document.

The Parties hereby enter into this MCA as of the Effective Date.

Motorola: Motorola Solutions, Inc. Customer: [___________] By: ______________________________ By: ______________________________ Name: ___________________________ Name: ____________________________ Title: ____________________________ Title: _____________________________ Date: ____________________________ Date: _____________________________

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Equipment Purchase and Software
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1 Equipment Purchase and Software License Addendum
This Equipment Purchase and Software License Addendum (this “EPSLA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity set forth in the signature block below or in the MCA (“Customer”), and will be subject to, and governed by, the terms of the Master Customer Agreement entered into between the Parties, effective as of [________] (the “MCA”).

Capitalized terms used in this EPSLA, but not defined herein, will have the meanings set forth in the MCA.

1. Addendum. This EPSLA governs Customer’s purchase of Equipment and license of Licensed Software (and, if set forth in an Ordering Document, related Services) from Motorola, and will form part of the Parties’ Agreement.

2. Delivery of Equipment and Licensed Software.

2.1. Delivery and Risk of Loss. Motorola will provide to Customer the Products (and, if applicable, related Services) set forth in an Ordering Document, in accordance with the terms of the Agreement. Motorola will, using commercially reasonable practices, pack the ordered Equipment and ship such Equipment to the Customer address set forth in the applicable Ordering Document or otherwise provided by Customer in writing, using a carrier selected by Motorola. Notwithstanding the foregoing, delivery of Equipment (and any incorporated Licensed Software) will occur, and title and risk of loss for the Equipment will pass to Customer, upon shipment by Motorola in accordance with Ex Works, Motorola’s premises (Incoterms 2020).

Customer will pay all shipping costs, taxes, and other charges applicable to the shipment and import or export of the Products and Services, as applicable, and Customer will be responsible for reporting the Products for personal property tax purposes. Delivery of Licensed Software for installation on Equipment or Customer-Provided Equipment will occur upon the earlier of (a) electronic delivery of the Licensed Software by Motorola, and (b) the date Motorola otherwise makes the Licensed Software available for download by Customer. If agreed upon in an Ordering Document, Motorola will also provide Services related to such Products.

2.2. Delays. Any shipping dates set forth in an Ordering Document are approximate, and while Motorola will make reasonable efforts to ship Products by any such estimated shipping date, Motorola will not be liable for any delay or related damages to Customer. Time for delivery will not be of the essence, and delays will not constitute grounds for cancellation, penalties, termination, or a refund.

2.3. Beta Services. If Motorola makes any beta version of a software application (“Beta Service”) available to Customer, Customer may choose to use such Beta Service at its own discretion, provided, however, that Customer will use the Beta Service solely for purposes of Customer’s evaluation of such Beta Service, and for no other purpose. Customer acknowledges and agrees that all Beta Services are offered “as-is” and without any representations or warranties or other commitments or protections from Motorola. Motorola will determine the duration of the evaluation period for any Beta Service, in its sole discretion, and Motorola may discontinue any Beta Service at any time. Customer acknowledges that Beta Services, by their nature, have not been fully tested and may contain defects or deficiencies.

3. Licensed Software License and Restrictions.

3.1. Licensed Software License. Subject to Customer’s and its Authorized Users’ compliance with the Agreement (including payment terms), Motorola hereby grants Customer and its

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2 Authorized Users a limited, non-transferable, non-sublicenseable, and non-exclusive license to use the Licensed Software identified in an Ordering Document, in object code form only, and the associated Documentation, solely in connection with the Equipment provided by Motorola or authorized Customer-Provided Equipment (as applicable, the “Designated Products”) and solely for Customer’s internal business purposes. Unless otherwise stated in an Addendum or the Ordering Document, the foregoing license grant will be limited to the number of licenses set forth in the applicable Ordering Document and will continue for the life of the applicable Designated Product. Except as otherwise permitted in an applicable Addendum or Ordering Document, Customer may install, access, and use Licensed Software only in Customer’s owned or controlled facilities, including any authorized mobile sites; provided, however, that Authorized Users using authorized mobile or handheld devices may also log into and access the Licensed Software remotely from any location.

3.2. Subscription License Model. If the Parties mutually agree that any Licensed Software purchased under this EPSLA will be replaced with or upgraded to Subscription Software, then upon such time which the Parties execute the applicable Ordering Document, the licenses granted under this EPSLA will automatically terminate, and such Subscription Software will be governed by the terms of the applicable Addendum under this Agreement.

3.3. Customer Restrictions. Customers and Authorized Users will comply with the applicable Documentation in connection with their use of the Products. Customer will not and will not allow others, including the Authorized Users, to: (a) make the Licensed Software available for use by unauthorized third parties, including via a commercial rental or sharing arrangement; (b) reverse engineer, disassemble, or reprogram the Licensed Software or any portion thereof to a human- readable form; (c) modify, create derivative works of, or merge the Licensed Software with other software or equipment; (d) copy, reproduce, distribute, lend, lease, or transfer the Licensed Software or Documentation for or to any third party without the prior express written permission of Motorola; (e) take any action that would cause the Licensed Software or Documentation to be placed in the public domain; (f) use the Licensed Software to compete with Motorola; or (g) remove, alter, or obscure, any copyright or other notice.

3.4. Copies. Customer may make one (1) copy of the Licensed Software solely for archival, back-up, or disaster recovery purposes during the term of the applicable Licensed Software license. Customer may make as many copies of the Documentation reasonably required for the internal use of the Licensed Software during such Licensed Software’s license term. Unless otherwise authorized by Motorola in writing, Customer will not, and will not enable or allow any third party to: (a) install a licensed copy of the Licensed Software on more than one (1) unit of a Designated Product; or (b) copy onto or transfer Licensed Software installed in a unit of a Designated Product onto another device. Customer may temporarily transfer Licensed Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Customer provides written notice to Motorola of the temporary transfer and identifies the device on which the Licensed is transferred. Temporary transfer of the Licensed Software to another device must be discontinued when the original Designated Product is returned to operation and the Licensed Software must be removed from the other device. Customer must provide prompt written notice to Motorola at the time temporary transfer is discontinued.

3.5. Resale of Equipment. Equipment contains embedded Licensed Software. If Customer desires to sell its used Equipment to a third party, Customer must first receive prior written authorization from Motorola and obtain written acceptance of the applicable Licensed Software license terms, including the obligation to pay relevant license fees, from such third party.

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3 4. Term.

4.1. Term. The term of this EPSLA (the “EPSLA Term”) will commence upon either (a) the Effective Date of the MCA, if this EPSLA is attached to the MCA as of su ch Effective Date, or (b) the EPSLA Date set forth on the signature page below, if this EPSLA is executed after the MCA Effective Date, and will continue until the later of (i) three (3) years after the first order for Products is placed via an Ordering Document, or (ii) the expiration of all applicable warranty periods (as set forth in Section 6.1 – Motorola Warranties below) under this EPSLA, unless this EPSLA or the Agreement is earlier terminated in accordance with the terms of the Agreement.

4.2. Termination. Notwithstanding the termination provisions of the MCA, Motorola may terminate this EPSLA (and any Ordering Documents hereunder) immediately upon notice to Customer if Customer breaches Section 3 – Licensed Software License and Restrictions of this EPSLA, or any other provision related to Licensed Software license scope or restrictions set forth in an Ordering Document, EULA, or other applicable Addendum. For clarity, upon termination or expiration of the EPSLA Term, all Motorola obligations under this EPSLA (including with respect to Equipment and Licensed Software delivered hereunder) will terminate.

If Customer desires to purchase additional Services in connection with such Equipment or Licensed Software, Customer may enter into a separate Addendum with Motorola, governing such Services. Customer acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Licensed Software and Documentation, and that Customer’s breach of the Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, in addition to termination, Motorola will be entitled to all available remedies at law or in equity, including immediate injunctive relief and repossession of all non-embedded Licensed Software and associated Documentation.

4.3. Equipment as a Service. In the event that Customer purchases any Equipment at a price below the MSRP for such Equipment in connection Customer entering into a fixed- or minimum required-term agreement for Subscription Software, and Customer or Motorola terminates the Agreement, this EPSLA, or other applicable Addendum (such as the Addendum governing the purchase of such Subscription Software) prior to the expiration of such fixed- or minimum required-term, then Motorola will have the right to invoice Customer for, and Customer will pay, the amount of the discount to the MSRP for the Equipment or such other amount set forth in the applicable Addendum or Ordering Document. This Section will not limit any other remedies Motorola may have with respect to an early termination.

5. Payment. Customer will pay invoices for the Products and Services provided under this EPSLA in accordance with the invoice payment terms set forth in the MCA. Generally, invoices are issued after shipment of Equipment or upon Motorola’s delivery of Licensed Software (in accordance with Section 2.1 – Delivery and Risk of Loss), as applicable, but if a specific invoicing or payment schedule is set forth in the applicable Ordering Document, EULA or other Addendum, such schedule will control with respect to the applicable Products and Services referenced therein. Motorola will have the right to suspend future deliveries of Products and Services if Customer fails to make any payments when due.

6. Representations and Warranties; Liability.

6.1. Motorola Warranties. Subject to the disclaimers and exclusions set forth in the MCA and this EPSLA, (a) for a period of one (1) year commencing upon the delivery of Motorola- manufactured Equipment under Section 2.1 – Delivery and Risk of Loss, Motorola represents and warrants that such Motorola-manufactured Equipment, under normal use, will be free from

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4 material defects in materials and workmanship; (b) to the extent permitted by the providers of third-party software or hardware included in the Products and Services, Motorola will pass through to Customer any warranties provided by such third parties, which warranties will apply for the period defined by the applicable third party; and (c) for a period of ninety (90) days commencing upon the delivery of Motorola-owned Licensed Software under Section 2.1 – Delivery and Risk of Loss, Motorola represents and warrants that such Licensed Software, when used in accordance with the Documentation and the Agreement, will be free from reproducible defects that prevent operation of features critical to the primary functionality or successful operation of the Motorola-developed Licensed Software (as determined by Motorola). The warranty set forth in subsection (c) will be referred to as the “Motorola Licensed Software Warranty”. As Customer’s sole and exclusive remedy for any breach of the Motorola Licensed Software Warranty, Motorola will use commercially reasonable efforts to remedy the material defect in the applicable Licensed Software; provided, however, that if Motorola does not remedy such material defect within a reasonable time, then at Motorola’s sole option, Motorola will either replace the defective Licensed Software with functionally-equivalent software, provide substitute software to Customer, or terminate the applicable software license and refund any paid license fees to Customer on a pro-rata basis. For clarity, the Motorola Licensed Software Warranty applies only to the most current version of the Licensed Software issued by Motorola, and issuance of updated versions of any Licensed Software does not result in a renewal or extension of the Motorola Licensed Software Warranty beyond the ninety (90) day warranty period.

6.2. ADDITIONAL EXCLUSIONS. IN ADDITION TO THE EXCLUSIONS FROM DAMAGES

SET FORTH IN THE MCA, AND NOTWITHSTANDING ANY PROVISION OF THE

AGREEMENT TO THE CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A)

DEFECTS IN OR DAMAGE TO PRODUCTS RESULTING FROM USE OTHER THAN IN THE NORMAL AUTHORIZED MANNER, OR FROM ACCIDENT, LIQUIDS, OR NEGLECT; (B)

TESTING, MAINTENANCE, REPAIR, INSTALLATION, OR MODIFICATION BY PARTIES OTHER THAN MOTOROLA; (C) CUSTOMER’S OR ANY AUTHORIZED USER’S FAILURE TO COMPLY WITH INDUSTRY AND OSHA OR OTHER LEGAL STANDARDS; (D) DAMAGE TO RADIO ANTENNAS, UNLESS CAUSED BY DEFECTS IN MATERIAL OR WORKMANSHIP; (E) EQUIPMENT WITH NO SERIAL NUMBER; (F) BATTERIES OR CONSUMABLES; (G) FREIGHT COSTS FOR SHIPMENT TO REPAIR DEPOTS; (H) COSMETIC DAMAGE THAT DOES NOT AFFECT OPERATION; (I) NORMAL WEAR AND TEAR; (J) ISSUES OR

OBSOLESCENCE OF LICENSED SOFTWARE DUE TO CHANGES IN CUSTOMER OR AUTHORIZED USER REQUIREMENTS, EQUIPMENT, OR SYSTEMS; (K) TRACKING AND LOCATION-BASED SERVICES; OR (L) BETA SERVICES.

6.3. Voluntary Remedies. Motorola is not obligated to remedy, repair, replace, or refund the purchase price for the disclaimed or excluded issues in the MCA or Section 6.2 – Additional Exclusions above, but if Motorola agrees to provide Services to help resolve such issues, Customer will reimburse Motorola for its reasonable time and expenses, including by paying Motorola any Fees set forth in an Ordering Document for such Services, if applicable.

7. Copyright Notices. The existence of a copyright notice on any Licensed Software will not be construed as an admission or presumption of publication of the Licensed Software or public disclosure of any trade secrets associated with the Licensed Software.

8. Survival. The following provisions will survive the expiration or termination of this EPSLA for any reason: Section 3 – Licensed Software License and Restrictions; Section 4 – Term; Section 5 – Payment; Section 6.2 – Additional Exclusions; Section 8 – Survival.

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Subscription Software Addendum 1

Subscription Software Addendum
This Subscription Software Addendum (this “SSA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity set forth in the signature block below or in the MCA (“Customer”), and will be subject to, and governed by, the terms of the Master Customer Agreement entered into between the Parties, effective as of [________] (the “MCA”). Capitalized terms used in this SSA, but not defined herein, will have the meanings set forth in the MCA.

1. Addendum. This SSA governs Customer’s purchase of Subscription Software (and, if set forth in an Ordering Document, related Services) from Motorola, and will form part of the Parties’ Agreement. Additional Subscription Software-specific Addenda or other terms and conditions may apply to certain Subscription Software, where such terms are provided or presented to Customer.

2. Delivery of Subscription Software.

2.1. Delivery. During the applicable Subscription Term (as defined below), Motorola will provide to Customer the Subscription Software set forth in an Ordering Document, in accordance with the terms of the Agreement. Motorola will provide Customer advance notice (which may be provided electronically) of any planned downtime. Delivery will occur upon Customer’s receipt of credentials required for access to the Subscription Software or upon Motorola otherwise providing access to the Subscription Software. If agreed upon in an Ordering Document, Motorola will also provide Services related to such Subscription Software.

2.2. Modifications. In addition to other rights to modify the Products and Services set forth in the MCA, Motorola may modify the Subscription Software, any associated recurring Services and any related systems so long as their functionality (as described in the applicable Ordering Document) is not materially degraded. Documentation for the Subscription Software may be updated to reflect such modifications. For clarity, new features or enhancements that are added to any Subscription Software may be subject to additional Fees.

2.3. User Credentials. If applicable, Motorola will provide Customer with administrative user credentials for the Subscription Software, and Customer will ensure such administrative user credentials are accessed and used only by Customer’s employees with training on their proper use. Customer will protect, and will cause its Authorized Users to protect, the confidentiality and security of all user credentials, including any administrative user credentials, and maintain user credential validity, including by updating passwords. Customer will be liable for any use of the Subscription Software through such user credential (including through any administ rative user credentials), including any changes made to the Subscription Software or issues or user impact arising therefrom. To the extent Motorola provides Services to Customer in order to help resolve issues resulting from changes made to the Subscription Software through user credentials, including through any administrative user credentials, or issues otherwise created by Authorized Users, such Services will be billed to Customer on a time and materials basis, and Customer will pay all invoices in accordance with the payment terms of the MCA.

2.4. Beta Services. If Motorola makes any beta version of a software application (“Beta Service”) available to Customer, Customer may choose to use such Beta Service at its own discretion, provided, however, that Customer will use the Beta Service solely for purposes of Customer’s evaluation of such Beta Service, and for no other purpose. Customer acknowledges and agrees that all Beta Services are offered “as-is” and without any representations or warranties or other commitments or protections from Motorola. Motorola will determine the

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Subscription Software Addendum 2

duration of the evaluation period for any Beta Service, in its sole discretion, and Motorola may discontinue any Beta Service at any time. Customer acknowledges that Beta Services, by their nature, have not been fully tested and may contain defects or deficiencies.

3. Subscription Software License and Restrictions.

3.1. Subscription Software License. Subject to Customer’s and its Authorized Users’ compliance with the Agreement, including payment terms, Motorola hereby grants Customer and its Authorized Users a limited, non-transferable, non-sublicenseable, and non-exclusive license to use the Subscription Software identified in an Ordering Document, and the associated Documentation, solely for Customer’s internal business purposes. The foregoing license grant will be limited to use in the territory and to the number of licenses set forth in an Ordering Document (if applicable), and will continue for the applicable Subscription Term. Customer may access, and use the Subscription Software only in Customer’s owned or controlled facilities, including any authorized mobile sites; provided, however, that Authorized Users using authorized mobile or handheld devices may also log into and access the Subscription Software remotely from any location. No custom development work will be performed under this Addendum.

3.2. Customer Restrictions. Customers and Authorized Users will comply with the applicable Documentation and the copyright laws of the United States and all other relevant jurisdictions (including the copyright laws where Customer uses the Subscription Software) in connection with their use of the Subscription Software. Customer will not, and will not allow others including the Authorized Users, to make the Subscription Software available for use by unauthorized third parties, including via a commercial rental or sharing arrangement; reverse engineer, disassemble, or reprogram software used to provide the Subscription Software or any portion thereof to a human-readable form; modify, create derivative works of, or merge the Subscription Software or software used to provide the Subscription Software with other software; copy, reproduce, distribute, lend, or lease the Subscription Software or Documentation for or to any third party; take any action that would cause the Subscription Software, software used to provide the Subscription Software, or Documentation to be placed in the public domain; use the Subscription Software to compete with Motorola; remove, alter, or obscure, any copyright or other notice; share user credentials (including among Authorized Users); use the Subscription Software to store or transmit malicious code; or attempt to gain unauthorized access to the Subscription Software or its related systems or networks.

4. Term.

4.1. Subscription Terms. The duration of Customer’s subscription to the first Subscription Software and any associated recurring Services ordered under this SSA (or the first Subscription Software or recurring Service, if multiple are ordered at once) will commence upon delivery of such Subscription Software (and recurring Services, if applicable) and will continue for a twelve (12) month period or such longer period identified in an Ordering Document (the “Initial Subscription Period”). Following the Initial Subscription Period, Customer’s subscription to the Subscription Software and any recurring Services will automatically renew for additional twelve (12) month periods (each, a “Renewal Subscription Year”), unless either Party notifies the other Party of its intent not to renew at least thirty (30) days before the conclusion of the then-current Subscription Term. (The Initial Subscription Period and each Renewal Subscription Year will each be referred to herein as a “Subscription Term”.) Motorola may increase Fees prior to any Renewal Subscription Year. In such case, Motorola will notify Customer of such proposed increase no later than thirty (30) days prior to commencement of such Renewal Subscription Year. Unless otherwise specified in the applicable Ordering Document, if Customer orders any additional Subscription Software or recurring Services under

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Subscription Software Addendum 3

this SSA during an in-process Subscription Term, the subscription for each new Subscription Software or recurring Service will (a) commence upon delivery of such Subscription Software or recurring Service, and continue until the conclusion of Customer’s then-current Subscription Term (a “Partial Subscription Year”), and (b) automatically renew for Renewal Subscription Years thereafter, unless either Party notifies the other Party of its intent not to renew at least thirty (30) days before the conclusion of the then-current Subscription Term. Thus, unless otherwise specified in the applicable Ordering Document, the Subscription Terms for all Subscription Software and recurring Services hereunder will be synchronized.

4.2. Term. The term of this SSA (the “SSA Term”) will commence upon either (a) the Effective Date of the MCA, if this SSA is attached to the MCA as of such Effective Date, or (b) the SSA Date set forth on the signature page below, if this SSA is executed after the MCA Effective Date, and will continue until the expiration or termination of all Subscription Terms under this SSA, unless this SSA or the Agreement is earlier terminated in accordance with the terms of the Agreement.

4.3. Termination. Notwithstanding the termination provisions of the MCA, Motorola may terminate this SSA (or any Addendum or Ordering Documents hereunder), or suspend delivery of Subscription Software or Services, immediately upon notice to Customer if (a) Customer breaches Section 3 – Subscription Software License and Restrictions of this SSA, or any other provision related to Subscription Software license scope or restrictions set forth in an Addendum or Ordering Document, or (b) it determines that Customer’s use of the Subscription Software poses, or may pose, a security or other risk or adverse impact to any Subscription Software, Motorola, Motorola’s systems, or any third party (including other Motorola customers).

Customer acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Subscription Software and Documentation, and that Customer’s breach of the Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Customer breaches this Agreement, in addition to termination, Motorola will be entitled to all available remedies at law or in equity (including immediate injunctive relief).

4.4. Wind Down of Subscription Software. In addition to the termination rights in the MCA, Motorola may terminate any Ordering Document and Subscription Term, in whole or in part, in the event Motorola plans to cease offering the applicable Subscription Software or Service to customers.

5. Payment.

5.1. Payment. Unless otherwise provided in an Ordering Document (and notwithstanding the provisions of the MCA), Customer will prepay an annual subscription Fee set forth in an Ordering Document for each Subscription Software and associated recurring Service, before the commencement of each Subscription Term. For any Partial Subscription Year, the applicable annual subscription Fee will be prorated based on the number of months in the Partial Subscription Year. The annual subscription Fee for Subscription Software and associated recurring Services may include certain one-time Fees, such as start-up fees, license fees, or other fees set forth in an Ordering Document. Motorola will have the right to suspend the Subscription Software and any recurring Services if Customer fails to make any payments when due.

5.2. License True-Up. Motorola will have the right to conduct an audit of total user licenses credentialed by Customer for any Subscription Software during a Subscription Term, and Customer will cooperate with such audit. If Motorola determines that Customer’s usage of the Subscription Software during the applicable Subscription Term exceeded the total number of

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Subscription Software Addendum 4

licenses purchased by Customer, Motorola may invoice Customer for the additional licenses used by Customer, pro-rated for each additional license from the date such license was activated, and Customer will pay such invoice in accordance with the payment terms in the MCA.

6. Liability.

6.1. ADDITIONAL EXCLUSIONS. IN ADDITION TO THE EXCLUSIONS FROM DAMAGES

SET FORTH IN THE MCA, AND NOTWITHSTANDING ANY PROVISION OF THE

AGREEMENT TO THE CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A)

INTERRUPTION OR FAILURE OF CONNECTIVITY, VULNERABILITIES, OR SECURITY EVENTS; (B) DISRUPTION OF OR DAMAGE TO CUSTOMER’S OR THIRD PARTIES’

SYSTEMS, EQUIPMENT, OR DATA, INCLUDING DENIAL OF ACCESS TO USERS, OR

SHUTDOWN OF SYSTEMS CAUSED BY INTRUSION DETECTION SOFTWARE OR HARDWARE; (C) AVAILABILITY OR ACCURACY OF ANY DATA AVAILABLE THROUGH THE

SUBSCRIPTION SOFTWARE OR SERVICES, OR INTERPRETATION, USE, OR MISUSE THEREOF; (D) TRACKING AND LOCATION-BASED SERVICES; OR (E) BETA SERVICES.

6.2. Voluntary Remedies. Motorola is not obligated to remedy, repair, replace, or refund the purchase price for the disclaimed or excluded issues in the MCA or Section 6.1 – Additional Exclusions above, but if Motorola agrees to provide Services to help resolve such issues, Customer will reimburse Motorola for its reasonable time and expenses, including by paying Motorola any Fees set forth in an Ordering Document for such Services, if applicable.

7. Motorola as a Controller or Joint Controller. In all instances where Motorola acts as a controller of data, it will comply with the applicable provisions of the Motorola Privacy Statement at https://www.motorolasolutions.com/en_us/about/privacy-policy.html#privacystatement , as may be updated from time to time. Motorola holds all Customer Contact Data as a controller and shall Process such Customer Contact Data in accordance with the Motorola Privacy Statement. In instances where Motorola is acting as a joint controller with Customer, the Parties will enter into a separate Addendum to the Agreement to allocate the respective roles as joint controllers.

8. Survival. The following provisions will survive the expiration or termination of this SSA for any reason: Section 4 – Term; Section 5 – Payment; Section 6.1 – Additional Exclusions; Section 8 – Survival.

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Software Products Addendum 1

Software Products Addendum
This Software Products Addendum (this “SPA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity set forth in the signature block below or in the MCA (“Customer”), and will be subject to, and governed by, the terms of the Master Customer Agreement entered into between the Parties, effective as of [________] (the “MCA”), and the applicable Addenda. Capitalized terms used in this SPA, but not defined herein, will have the meanings set forth in the MCA or the applicable Addenda.

1. Addendum. This SPA governs Customer’s purchase of certain Motorola software Products, including Software Systems, and will form part of the Parties’ Agreement. A “Software System” is a solution that includes at least one command center software Product and requires Integration Services to deploy such software Product at a Customer Site or onto any Customer-Provided Equipment or Equipment provided to Customer. In addition to the MCA, other Addenda may be applicable to the Software System or other software Products, including the Subscription Software Addendum (“SSA”), with respect to Subscription Software, and the Equipment Purchase and Software License Addendum (“EPSLA”), with respect to Licensed Software and Equipment, as further described below. This SPA will control with respect to conflicting or ambiguous terms in the MCA or any other applicable Addendum, but only as applicable to the Software System or other software Products purchased under this SPA and not with respect to other Products and Services.

2. Software Systems; Applicable Terms and Conditions.

2.1. On-Premise Software System. If Customer purchases an “on-premises Software System,” where Equipment and Licensed Software are installed at Customer Sites or on Customer-Provided Equipment, then, unless the Ordering Document(s) specify that any software is being purchased on a subscription basis (i.e., as Subscription Software), such Equipment and Licensed Software installed at Customer Sites or on Customer-Provided Equipment are subject to the EPSLA. On-premises Software Systems described in this Section qualify for the System Warranty as described in Section 5 – On-Premises Software System Warranty (the “System Warranty”). In connection with the on-premises Software System, Customer may also purchase additional Subscription Software that integrates with its on- premises Software System (e.g., CommandCentral Aware) (each, an “Add-On Subscription”).

Any Add-On Subscription will be subject to the terms and conditions of the SSA and excluded from the System Warranty.

2.2. On-Premise Software System as a Service. If Customer purchases an “on-premises Software System as a service,” where Equipment and software Products are installed at Customer Sites or on Customer-Provided Equipment, and such software is generally licensed on a subscription basis (i.e., as Subscription Software), then such Subscription Software will be subject to the SSA and not the EPSLA. Any (a) Equipment purchased, (b) firmware preinstalled on such Equipment, and (c) Microsoft operating system Licensed Software are subject to the EPSLA. On-premises Software Systems as a service described in this Section are provided as a service and, accordingly, do not qualify for the System Warranty. System completion, however, is determined in accordance with the provisions of Section 3 – Software System Completion below.

2.3. Cloud Hosted Software System. If Customer purchases a “cloud hosted Software System,” where the applicable software is hosted in a data center and provided to Customer as a service (i.e., as hosted Subscription Software), including CommandCentral Products, then

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Software Products Addendum 2

such Subscription Software is subject to the SSA. Any Equipment purchased in connection with a cloud Software System is subject to the EPSLA. Cloud hosted Software Systems described in this Section do not qualify for the System Warranty. System completion, however, is determined in accordance with the provisions of Section 3 – Software System Completion below.

2.4. Services. Any Integration Services or Maintenance and Support Services purchased in connection with, or included as a part of, a Software System are subject to the MCA, and as described in the applicable Ordering Document.

3. Software System Completion. Any Software System described in an Ordering Document hereunder (including the Products, Integration Services, and all other components thereof) will be deemed completed upon Customer’s (or the applicable Authorized User’s) Beneficial Use of each Product that is included in the Software System (unless alternative acceptance procedures are set forth in the applicable Ordering Document) (the “System Completion Date”). Customer will not unreasonably delay Beneficial Use of any Product within a Software System, and in any event, the Parties agree that Beneficial Use of a Product will be deemed to have occurred thirty (30) days after functional demonstration. For clarity, if a Software System is comprised of more than one Product, Motorola may notify Customer that all Integration Services for a particular Product within the Software System have been completed, and Customer may have Beneficial Use of such Product prior to having Beneficial Use of other Products in the Software System, or of the Software System as a whole. In such case, the Integration Services applicable to such Product will be deemed complete upon Customer’s Beneficial Use of the Product (“Product Completion Date”), which may occur before the System Completion Date. As used in this Section, “Beneficial Use” means use by Customer or at least one (1) Authorized User of the material features and functionalities of a Product within a Software System, in material conformance with Product descriptions in the applicable Ordering Document. This Section applies to Products purchased as part of a Software System notwithstanding the delivery provisions of the Addendum applicable to such Products, such as the SSA or EPSLA, and this Section will control over such other delivery provisions to the extent of a conflict.

4. Payment. Customer will pay invoices for the Products and Services covered by this SPA in accordance with the invoice payment terms set forth in the MCA. Fees for Software Systems will be invoiced as of the System Completion Date, unless another payment process or schedule or milestones are set forth in an Ordering Document or applicable Addendum. In addition to Equipment, Licensed Software, Subscription Software and Integration Services (as applicable) sold as part of a Software System, the Ordering Documents for a Software System may also include post-deployment Integration Services or other Services which are to be provided following the date of functional demonstration (“Post-Deployment Services”). Post- Deployment Services will be invoiced upon their completion and paid by Customer in accordance with the terms of the MCA.

5. On-Premises Software System Warranty. Subject to the disclaimers in the MCA and any other applicable Addenda, Motorola represents and warrants that, on the System Completion Date for an on-premises Software System described in Section 2.1 – On-Premises Software System, or on the applicable Product Completion Date for a specific Product within such on-premises Software System, if earlier, (a) such Software System or Product will perform in accordance with the descriptions in the applicable Ordering Documents in all material respects, and (b) if Customer has purchased any Equipment or Motorola Licensed Software (but, for clarity, excluding Subscription Software) as part of such on-premises Software System, the warranty period applicable to such Equipment and Motorola Licensed Software will continue

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Software Products Addendum 3

for a period of one (1) year commencing upon the System Completion Date for the Software System that includes such Products, or on the applicable Product Completion Date, if earlier, instead of commencing upon delivery of the Products in accordance with the terms and conditions set forth in Section 6 – Representations and Warranties; Liabilities of the EPSLA.

The warranties set forth in the applicable Addenda are not otherwise modified by this SPA.

6. Prohibited Use. Customer will not integrate or use, or permit a third party or an Authorized User to integrate or use, any Non-Motorola Content with or in connection with a Software System or other software Product provided by Motorola under this SPA, without the express written permission of Motorola.

7. API Support. Motorola will use commercially reasonable efforts to maintain its Application Programming Interface (“API”) offered sold in connection with any Software System.

APIs will evolve and mature over time, requiring changes and updates. Motorola will use reasonable efforts to continue supporting any version of an API for 6 months after such version is introduced, but if Motorola determines, in its sole discretion, to discontinue support of an API for any reason, Motorola will provide reasonable advance notification to Customer. If an API presents a security risk, Motorola may discontinue an API without prior notice.

8. Support of Downloaded Clients. If Customer purchases any software Product that requires a client installed locally on any Customer-Provided Equipment or Equipment in possession of Customer, Customer will be responsible for downloading and installing the current version of such client, as it may be updated from time to time. Motorola will use reasonable efforts to continue supporting any version of a client for forty-five (45) days following its release, but Motorola may update the current version of its client at any time, including for bug fixes, product improvements, and feature updates, and Motorola makes no representations or warranties that any software Product will support prior versions of a client.

9. Applicable End User Terms. Additional license terms apply to third-party software included in certain software Products which are available online at www.motorolasolutions.com/legal-flow-downs . Customer will comply, and ensure its Authorized Users comply, with all such additional license terms.

10. Additional Terms for On-Premise Software System as a Service. The terms set forth in this Section 10 – Additional Terms for On-Premise Software System as a Service apply in the event Customer purchases an on-premises Software System as a service under this SPA.

10.1. Transition to Subscription License Model. If the Parties mutually agree that any on- premises Subscription Software purchased under this SPA as part of an on-premises Software System as a service will be replaced with or upgraded to Subscription Software hosted in a data center, then upon such time which the Parties execute the applicable Ordering Document, (a) the licenses granted to such on-premises Subscription Software under the applicable Ordering Document will automatically terminate, (b) Customer and its Authorized Users will cease use of the applicable on-premises copies of Subscription Software, and (c) the replacement hosted Subscription Software provided hereunder will be governed by the terms of the SSA and this SPA.

10.2. Transition Fee. Motorola will not charge additional Fees for Services related to the transition to hosted Subscription Software, as described in Section 10.1 – Transition to Subscription License Model. Notwithstanding the foregoing, subscription Fees for the applicable hosted Subscription Software are subject to the SSA and the applicable Ordering Document, and may be greater than Fees paid by Customer for on-premises Subscription Software.

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10.3. Software Decommissioning. Upon (a) transition of the on-premises Software System as a service to Subscription Software hosted in a data center or (b) any termination of the Subscription Software license for the on-premises Software System as a service, Motorola will have the right to enter Customer Sites and decommission the applicable on-premises Subscription Software that is installed at Customer’s Site or on Customer-Provided Equipment.

For clarity, Customer will retain the right to use Licensed Software that is firmware incorporated into Equipment purchased by Customer from Motorola and any Microsoft operating system Licensed Software.

11. Additional Terms for CAD and Records Products. The terms set forth in this Section 11 – Additional Terms for CAD and Records Products apply in the event Customer purchases any Computer Aided Dispatch (“CAD”) or Records Products under this SPA.

11.1. Support Required. Customer acknowledges and agrees that the licenses granted by Motorola under the Agreement to CAD and Records Products for on-premises Software Systems are conditioned upon Customer purchasing Maintenance and Support Services for such Products during the term of the applicable license. If at any time during the term of any such license, Customer fails to purchase associated Maintenance and Support Services (or pay the fees for such Services), Motorola will have the right to terminate or suspend the software licenses for CAD and Record Products, and this SPA or the applicable Ordering Document.

11.2. CJIS Security Policy. Motorola agrees to support Customer’s obligation to comply with the Federal Bureau of Investigation Criminal Justice Information Services (“CJIS”) Security Policy and will comply with the terms of the CJIS Security Addendum for the term of the Addendum or Ordering Document for the applicable Product. Customer hereby consents to Motorola screened personnel serving as the “escort” within the meaning of CJIS Security Policy for unscreened Motorola personnel that require access to unencrypted Criminal Justice Information for purposes of Product support and development.

12. Additional Cloud Terms. The terms set forth in this Section 12 – Additional Cloud Terms apply in the event Customer purchases any cloud-hosted software Products.

12.1. Data Storage. Motorola will determine, in its sole discretion, the location of the stored content for cloud hosted software Products. All data, replications, and backups will be stored at a location in the United States for Customers in the United States.

12.2. Data Retrieval. Cloud hosted software Products will leverage different types of storage to optimize software, as determined in Motorola’s sole discretion. For multimedia data, such as videos, pictures, audio files, Motorola will, in its sole discretion, determine the type of storage medium used to store the content. The type of storage and medium selected by Motorola will determine the data retrieval speed. Access to content in archival storage may take up to twenty- four (24) hours to be viewable.

12.3. Availability. Motorola will make reasonable efforts to provide monthly availability of

99.9% for cloud hosted software Products with the exception of maintenance windows. There are many factors beyond Motorola’s control that may impact Motorola’s ability to achieve this goal.

12.4. Maintenance. Scheduled maintenance of cloud-hosted software Products will be performed periodically. Motorola will make commercially reasonable efforts to notify customers one (1) week in advance of any such maintenance. Unscheduled and emergency maintenance may be required from time to time. Motorola will make commercially reasonable efforts to notify customers of any unscheduled or emergency maintenance twenty-four (24) hours in advance.

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Software Products Addendum 5

13. Survival. The following provisions will survive the expiration or termination of this SPA for any reason: Section 1 – Addendum; Section 2 – Software Systems; Applicable Terms and Conditions; Section 6 – Prohibited Use; Section 9 – Applicable End User Terms; Section 13 – Survival.

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Interface Addendum 1

ECH Add-on Cloud Interface Software Addendum
This ECH Add-on Cloud Software as a Service Addendum (this “Interface Addendum”) is entered into between Motorola Solutions Connectivity, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”), a wholly owned subsidiary of Motorola Solutions, Inc. (“MSI”) and the entity set forth in the signature block below or in the Subscription Software Agreement or Master Customer Agreement, as applicable (“Customer”), and will be subject to, and governed by, the terms of the Subscription Software Agreement, or the Master Customer Agreement, including the Subscription Software Addendum, as applicable, entered into between the Parties, effective as of _____________________ (the applicable Agreement referred to herein as the “Agreement”), and the applicable Addenda. Capitalized terms used in this Interface Addendum, but not defined herein, will have the meanings set forth in the Agreement or the applicable Addenda.

1. Scope. This Interface Addendum covers certain add-on cloud products listed in EXHIBIT 1 (the “Add-on Cloud Products”) and will control with respect to conflicting terms in the Subscription Software Agreement or any other applicable Addendum, but only as applicable to the products and Services purchased under this Interface Addendum. A list of the on-premise software available for license under this Interface Addendum is attached hereto as EXHIBIT 2 (collectively, the “Cloud Interface Software”). In connection with the Add-on Cloud Products, Customer may also purchase certain Add-On Cloud Services as described in Section 2.2 Services hereto.

2. Applicable Terms and Conditions.

2.1. Cloud Interface Software

2.1.1. Software License. Subject to Customer’s and its Authorized Users’ compliance with the Agreement (including payment terms), Motorola hereby grants Customer and its Authorized Users a limited, non-transferable, non-sublicenseable, and non- exclusive license to use the Cloud Interface Software identified in an Ordering Document, in object code form only, and the associated Documentation, solely in connection with the equipment provided by Motorola, or Customer-Provided Equipment (as applicable, the “Designated Products”) and solely for Customer’s internal business purposes. Unless otherwise stated in an Addendum or the Ordering Document, the foregoing license grant will be limited to the number of licenses set forth in the applicable Ordering Document and will continue for the life of the applicable Designated Product. Except as otherwise permitted in an applicable Addendum or Ordering Document, Customer may install, access, and use Cloud Interface Software only in Customer’s owned or controlled facilities, including any authorized mobile sites; provided, however, that Authorized Users using authorized mobile or handheld devices may also log into and access the Cloud Interface Software remotely from any location.

2.1.2. End User Licenses. Notwithstanding any provision to the contrary in the Agreement, certain Cloud Interface Software is governed by a separate license, end-user license agreement, or other agreement, including terms governing third-party equipment or software, such as open source software, included in the Cloud Interface Software. Customer will comply, and ensure its Authorized Users comply, with any such additional terms applicable to third-party equipment or software.

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Interface Addendum 2

2.1.3. Customer Restrictions. Customers and Authorized Users will comply with the applicable Documentation in connection with their use of the Cloud Interface Software Customer will not and will not allow others, including the Authorized Users, to: (a) make the Cloud Interface Software available for use by unauthorized third parties, including via a commercial rental or sharing arrangement; (b) reverse engineer, disassemble, or reprogram the Cloud Interface Software or any portion thereof to a human-readable form; (c) modify, create derivative works of, or merge the Cloud Interface Software with other software or equipment; (d) copy, reproduce, distribute, lend, lease, or transfer the Cloud Interface Software or Documentation for or to any third party without the prior express written permission of Motorola; (e) take any action that would cause the Cloud Interface Software or Documentation to be placed in the public domain; (f) use the Cloud Interface Software to compete with Motorola; or (g) remove, alter, or obscure, any copyright or other notice.

2.1.4. Copies. Customer may make one (1) copy of the Cloud Interface Software solely for archival, back-up, or disaster recovery purposes during the term of the applicable Cloud Interface Software license. Customer may make as many copies of the Documentation reasonably required for the internal use of the Cloud Interface Software during such Cloud Interface Software’s license term. Unless otherwise authorized by Motorola in writing, Customer will not, and will not enable or allow any third party to: (a) install a licensed copy of the Cloud Interface Software on more than one (1) unit of a Designated Product; or (b) copy onto or transfer Cloud Interface Software installed in a unit of a Designated Product onto another device. Customer may temporarily transfer Cloud Interface Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Customer provides written notice to Motorola of the temporary transfer and identifies the device on which the Cloud Interface Software is transferred. Temporary transfer of the Cloud Interface Software to another device must be discontinued when the original Designated Product is returned to operation and the Cloud Interface Software must be removed from the other device. Customer must provide prompt written notice to Motorola at the time temporary transfer is discontinued.

2.1.5. Motorola Warranties. Subject to the disclaimers and exclusions set forth in this Interface Addendum, (a) to the extent permitted by the providers of third- party software included in the Add-on Cloud Products and Services, Motorola will pass through to Customer any warranties provided by such third parties, which warranties will apply for the period defined by the applicable third party, and (b) for a period of ninety (90) days commencing upon delivery of Motorola-owned Cloud Interface software, Motorola represents and warrants that such Cloud Interface Software, when used in accordance with the Documentation and the Interface Addendum, will be free from reproducible defects that prevent operation of features critical to the primary functionality or successful operation of the Motorola-developed Cloud Interface Software (as determined by Motorola). The warranty set forth in subsection (b) will be referred as the “Motorola Licensed Software Warranty”. As Customer’s sole and exclusive remedy for any breach of the Motorola Licensed Software Warranty, Motorola will use commercially reasonable efforts to remedy the material defect in the applicable Cloud

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Interface Addendum 3

Interface Software; provided, however, that if Motorola does not remedy such material defect within a reasonable time, then at Motorola’s sole option, Motorola will either replace the defective Cloud Interface Software with functionally-equivalent software, provide substitute software to Customer, or terminate the applicable software license and refund any paid license fees to Customer on a pro-rata basis. For clarity, the Motorola Licensed Software Warranty applies only to the most current version of the Cloud Interface Software issued by Motorola, and issuance of updated versions of any Cloud Interface Software does not result in a renewal or extension of the Motorola Licensed Software Warranty beyond the ninety (90) day warranty period.

2.1.6. WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS AND PASS

THROUGH WARRANTIES IN THIS INTERFACE ADDENDUM, PRODUCTS AND SERVICES PURCHASED HEREUNDER ARE PROVIDED “AS IS”
AND WITH ALL FAULTS. WARRANTIES SET FORTH IN THE

INTERFACE ADDENDUM ARE THE COMPLETE WARRANTIES FOR THE

SOFTWARE AND SERVICES AND MOTOROLA DISCLAIMS ALL OTHER

WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING

IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND QUALITY. MOTOROLA DOES NOT

REPRESENT OR WARRANT THAT USE OF THE PRODUCTS AND

SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF

SECURITY VULNERABILITIES, OR THAT THEY WILL MEET
CUSTOMER’S PARTICULAR REQUIREMENTS.

2.1.7. ADDITIONAL EXCLUSIONS. IN ADDITION TO THE EXCLUSIONS FROM

DAMAGES SET FORTH IN THIS AGREEMENT, AND NOTWITHSTANDING

ANY PROVISION OF THE AGREEMENT AND THIS INTERFACE

ADDENDUM TO THE CONTRARY, MOTOROLA WILL HAVE NO LIABILITY

FOR (A) TESTING, MAINTENANCE, REPAIR, INSTALLATION, OR

MODIFICATION BY PARTIES OTHER THAN MOTOROLA, OR (B)

TRACKING AND LOCATION-BASED SERVICES

2.2. Services.

2.2.1. Motorola will provide services related to purchased Add-on Cloud Products (“Add-on Cloud Services”), to the extent set forth in an Ordering Document.

2.2.2. Service Ordering Documents. The Fees for Add-on Cloud Services will be set forth in an Ordering Document and any applicable project schedules. A Customer point of contact will be set forth in the applicable statement of work for the Add-on Cloud Services. For purposes of clarity, each statement of work will be incorporated into, and form an integral part of, the Interface Addendum.

2.2.3. Integration Services. If specified in an Ordering Document, Motorola will provide, for the term of such Ordering Document, (a) design, deployment, and integration Services in order to design, install, set up, configure, and/or integrate the applicable Add-on Cloud Products at the applicable locations, agreed upon by the Parties (“Integration Services”) as further described in the applicable statement of work.

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Interface Addendum 4

2.2.4. Completion of Integration Services. Unless otherwise specified in the applicable Ordering Document, Integration Services described in an Ordering Document will be deemed complete upon the earlier of Customer’s (or the applicable Authorized User’s) (i) Beneficial Use (as defined below) of the applicable Add-on Cloud Products or (ii) Motorola’s functional demonstration to Customer of the installation and integration of the Add-On Services. For clarity, if the Add-On Cloud Products are comprised of more than one product, Motorola may notify Customer that the installation and integration for a particular product have been completed, and Customer may have Beneficial Use of such Add-On Product prior to having Beneficial Use of other Add-On Products. In such case, the installation and integration applicable to such product will be deemed complete upon Customer’s Beneficial Use of the product. As used in this Section, “Beneficial Use” means the ability to use the material features and functionalities of a product in material conformance with product descriptions in the applicable Ordering Document.

2.2.5. Post-Installation Support and Maintenance Services. Motorola agrees to provide Customer support services, if purchased, as identified in the applicable accepted Order Document and in accordance with the applicable Motorola support documentation. Support for Motorola proprietary software and firmware is available pursuant to Motorola’s Next Generation 9-1-1 Software Support Program, a copy of which is attached hereto as EXHIBIT 3 and incorporated herein by reference. Motorola’s Managed Services such as Remote Monitoring, AntiVirus Definition Update Services, Disaster Recovery Services and Patch Management Services are available, if purchased, pursuant to the terms and conditions of the Motorola’s Managed Services Offerings Policy which is attached hereto as EXHIBIT 4 and incorporated herein by reference. The purchase of Add-on Cloud Products includes Cloud Interface Software that allows connectivity to the cloud services. If Customer currently has or purchases a new Monitoring and Response agreement for VESTA 9-1-1, technical support will be included for Add-on Cloud Products. Monitoring of Add-on Cloud Products events will be included as long as additional appropriate application licenses have been acquired and installed.

END

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EXHIBIT 1 – ADD-ON CLOUD PRODUCTS

CommandCentral Citizen Input (“Citizen Input”)
CommandCentral Smart Transcription (“Smart Transcription”) CommandCentral Aware (“Aware”)

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Quote Expiration Date: 5/7/2023
Line #Item Number Description Quantity List Price Sale Price Ext. Sale Price 1 LSV01S01415A APX NEXT DMS ADVANCED W/ ACC DAMAGE 63 60 MONTHS $1,054.80 $1,054.80 $66,452.40 2 SSV01S01476A APX NEXT SMART LOCATE 63 60 MONTHS $720.00 $720.00 $45,360.00 3 SSV01S01907A APX NEXT SMART MAPPING 63 60 MONTHS $720.00 $720.00 $45,360.00 4 SSV01S01906A APX NEXT SMART MESSAGING 63 48 MONTHS $576.00 $576.00 $36,288.00 Net Total $217,085.40
Estimated Tax $0.00
Estimated Freight $0.00
Grand Total $217,085.40
Payment Cycle: IMMEDIATE
PO#:

Term
Contract Modifier:

Contract Start Date: 1/3/2023
Contract End Date: 1/2/2028
Customer: City of Beaumont Customer #: 1036449058
Contract Number:

Billing Address: 550 E 6th street beaumont CA. 92223 Quote Date: 2/7/2023 Quote Created By: Jenna Lenartz
QUOTE-3202328775
City of Beaumont

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Motorola’s quote (Quote Number: 3202328775 Dated: 2/72023 ) is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the "Underlying Agreement") that authorizes Customer to purchase equipment and/or services or license software (collectively "Products"). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Purchase Terms and Conditions govern the purchase of the Products. THE PURCHASE OF SUBSCRIPTION SERVICES REQUIRES MONTHLY OR ANNUAL PAYMENTS AND SUCH SERVICES ARE GOVERNED BY THE MOTOROLA SUBSCRIPTION SERVICES TERMS WHICH ARE SUPPORTING MATERIALS USED TO AFFECT THE SALE OF THE SERVICE.

Motorola's Standard Terms of Use, Purchase Terms and Conditions and Subscription Services terms can be found at http://www.motorolasolutions.com/msi/omterms .

The Parties hereby enter into this Agreement as of the Effective Date.

Motorola Solutions, Inc.

By: ___________________________________________________ Name: ________________________________________________
Title: _________________________________________________ Date: _________________________________________________ Customer
By: ___________________________________________________ Name: ________________________________________________
Title: _________________________________________________ Date: _________________________________________________2/7/2023 Inside Sales - Software & Services
Jenna Lenartz

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1 Chris Ramos
From:Brad Sweeney
Sent:Thursday, June 1, 2023 3:06 PM
To:Chris Ramos
Cc:Lauren Kirkland
Subject:Motorola
Sergeant,

The APX quote we discussed is valid through 7/15/23.

Any questions please give me a call.

-Brad
805.428.7605
--

Be safe,

Brad Sweeney
Sr. Account Manager Software Enterprise
Motorola Solutions, Inc.

M. 805.428.7605
E. [email protected]

To help protect your priv acy, Microsoft Office prevented automatic download of this picture from the Internet.

For more information on how and why we collect your personal information, please visit our Privacy Policy.

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Staff Report

TO: City Council
FROM: Sean Thuilliez, Chief of Police
Jennifer Ustation, Finance Director
DATE June 6, 2023
SUBJECT: Request to Purchase a New PACT Vehicle Using AB-109 Reimbursement Funds

Description Request to use $50,000 of AB-109 Reimbursement Funds and authorize a budget amendment for remaining cost to be allocated from SLESA Funds.

Background and Analysis:

The Public Safety Realignment Act of 2011 resulted in specified convicted felons and parolees who were previously monitored by State Parole to be supervised by the Riverside County Probation Department. On August 30, 2011, the Community Corrections Partnership Executive Committee (CCPEC) of Riverside County voted unanimously to develop a Post-Release Accountability and Compliance Team (PACT).

PACT is a county-wide, multi-jurisdictional team composed of 14 law enforcement agencies throughout Riverside County. The primary mission of PACT is to work with the Probation Department to focus on “high-risk” and “at-large” realignment offenders that pose the most risk to public safety.

The City of Beaumont is a participating agency of PACT. The PACT Memorandum of Understanding (FY 22/23) provides $50,000 towards the purchase of a police vehicle for use by the City’s assigned PACT Officer. This contracted amount is reimbursed by the Riverside County Probation Department after the purchase of the vehicle is completed.

The current PACT unit in use will be reassigned to the Gang Taskforce. The previous Gang Taskforce vehicle will be retired from service.

Fiscal Impact:

The cost to purchase one Ford Police Utility Vehicle is $51,400, including sales tax and licensing. The cost to install emergency vehicle safety equipment, including emergency lights, prisoner cage, MDC, and radio is $37,127. The total cost to purchase and equip the PACT police vehicle is $88,527.

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After applying the reimbursable amount of $50,000, from the Riverside County Probation Department, the final cost to the City will be $33,527. This money wil l come from the City’s SLESA Fund. This purchase is currently not in the budget; therefore, a budget amendment is requested.

The Supplemental Law Enforcement Services Account provides money to support front - line law enforcement services. In April 2002 Se nate Bill 823 amended the Government Code Sections 30061 and 30063 to require that the City Council shall appropriate existing and anticipated money exclusively to fund frontline municipal police services, in accordance with a written request submitted by the Chief of Police of that city or the chief administrator of the enforcement agency that provides police services to that city.

The cost to complete this report was $300.

Recommended Action:

Approve the purchase of one Ford Police Utility Vehicle at the total cost of $88,527, including sales tax, licensing, and emergency vehicle equipment installation.

Authorize the Chief of Police to submit the request for reimbursement of $50,000 to the Riverside County Probation Department, as outlined by the PA CT MOU.

Authorize the use of SLESA Funds for the remaining amount of $38,527.

Approve the budget amendment as outlined in Attachment B.

Attachments:

A. PACT Memorandum of Understanding
B. Budget Adjustment Form

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THE COUNTY OF RIVERSIDE, ON BEHALF OF ITS

PROBATION DEPARTMENT, AND PARTICIPATING

POST-RELEASE ACCOUNTABILITY AND COMPLIANCE TEAM (PACT)

LOCAL LAW ENFORCEMENT AGENCIES FOR PUBLIC SAFETY REALIGNMENT

MEMORANDUM OF UNDERSTANDING
FY 2022-2023

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MEMORANDUM OF UNDERSTANDING

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TABLE OF CONTENTS

1.0 Background .................................................................................................................... 3

2.0 Parties and Purpose ....................................................................................................... 3

3.0 Definition ....................................................................................................................... 4

4.0 Term ............................................................................................................................... 5

5.0 Amendment or Termination of MOU .......................................................................... 5

6.0 Audits ............................................................................................................................. 5

7.0 Records Retention ........................................................................................................ 6

8.0 Financial Reports ........................................................................................................... 6

9.0 Confidentiality ............................................................................................................... 6

10.0 Hold Harmless and Indemnification.............................................................................. 6

11.0 Assignment ..................................................................................................................... 7

12.0 License and Certifications .............................................................................................. 7

13.0 Compliance, Governing Law and Severability .............................................................. 7

14.0 Compensation ................................................................................................................ 8

14.1 Maximum Amount .............................................................................................. 8

14.2 Method, Time and Schedule/Condition of Payments ......................................... 8

14.3 Use of Funds ......................................................................................................... 9

14.4 Disallowance ........................................................................................................ 9

14.5 Availability of Funding.......................................................................................... 9

15.0 Notices ............................................................................................................................ 9

16.0 Merger Clause .............................................................................................................. 10

17.0 Electronic Signatures ............................................................................................ 10 SIGNATURE PAGES ................................................................................................................. 11 Exhibit A: Quarterly Financial Summary Report Template .................................................. 24 Exhibit B: PACT Invoice Template .......................................................................................... 25 Exhibit C: Distribution of Annual PACT Allocation by City .................................................... 26 Exhibit C-1: Additional Distribution of Annual PACT Allocation by City .............................. 27 Exhibit D: PACT Frequently Asked Questions ....................................................................... 28 Exhibit E: Funding & Reimbursement Policy & Guidelines for Regional PAC Teams .......... 32

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1.0 BACKGROUND
The Public Safety Realignment Act of 2011 (Realignment) implementation resulted in specified convicted felons and parolees who were previously monitored by State Parole to be supervised by the Riverside County Probation Department (hereinafter Probation). On August 30, 2011, the Community Corrections Partnership Executive Committee (CCPEC) of Riverside County (County) voted unanimously for the need of a county-wide law enforcement component.

The eleven (11) city police chiefs, the Riverside County Sheriff, the Riverside County District Attorney and Probation have built the infrastructure to support this type of critical enforcement. The Post-release Accountability and Compliance Team (hereinafter PACT) is a county-wide, multi-jurisdictional team composed of Probation, the Banning Police Department, Beaumont Police Department, Blythe Police Department, Cathedral City Police Department, Corona Police Department, Desert Hot Springs Police Department, Hemet Police Department, Indio Police Department, Menifee Police Department, Murrieta Police Department, Riverside Police Department, Riverside County District Attorney, and the Riverside County Sheriff’s Department representing the seventeen Sheriff’s contract cities within the County.

The primary mission of PACT is to work with Probation to focus on “high-risk” and “at-large” realignment offenders that pose the most risk to public safety. PACT is dedicated to:

• Identifying and investigating “non-compliant” realignment offenders, • Locating and apprehending “at-large” and “high-risk” realignment offenders, and • Performing probation compliance sweeps.

Through sustained, proactive and coordinated investigations, PACT will be able to share information, serve warrants, locate and apprehend violators, and reduce the number of realignment offenders who abscond. The support of the PACT allows Probation more time and resources to focus on case management, addressing treatment needs, and ensuring compliance with Court-ordered conditions.

2.0 PARTIES AND PURPOSE
This Memorandum of Understanding (MOU) is entered into by and between Probation, the Banning Police Department, Beaumont Police Department, Blythe Police Department,

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Cathedral City Police Department, Corona Police Department, Desert Hot Springs Police Department, Hemet Police Department, Indio Police Department, Menifee Police Department, Murrieta Police Department, Riverside Police Department, Riverside County Sheriff’s Department Coachella, Lake Elsinore and San Jacinto stations for monetary reimbursement from realignment funds for expenses related to their participation in PACT.

The police chief of the Murrieta Police Department is the voting member of the CCPEC and represents the PACT local law enforcement agencies participating in this MOU, including for receipt of notices under section 15.

The parties agree to the terms and conditions of this MOU, which will be effective immediately and remain in effect until terminated or modified as defined in section 4.0 of this MOU.

3.0 PROBATION OFFICER ROLE:

Probation Officers are peace officers under Penal Code section 830.5 whose authority extends to any place in the state while engaged in the performance of the duties of their respective employment and for the purpose of carrying out the primary function of their employment, only as follows:
1) To conditions of parole, probation, mandatory supervision, or post-release community supervision by any person in this state on parole, probation, mandatory supervision, or post-release community supervision.
2) To the escape of any inmate or ward from a state or local institution. 3) To the transportation of persons on parole, probation, mandatory supervision, or post-release community supervision.
4) To violations of any penal provisions of law which are discovered while performing the usual or authorized duties of his or her employment. 5) To the rendering of mutual aid to any other law enforcement agency.

There must be a nexus between the conditions outlined above for the Probation Officer to be involved in the actions of PACT. There is no provision for the Probation Officer to exercise peace officer authority pursuant to Penal Code section 830.1.

In terms of mutual aid, unless there is an immediate threat to life (Person or Persons whose life is in real and immediate danger from the criminal acts of others), the Probation Officer’s assistance will be limited based on the conditions outlined and within current law.

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4.0 TERM
This MOU shall be effective upon execution by signature of the Chief Probation Officer of Riverside County and the Chiefs or City Managers of each participating PACT agency or their respective designees. The term of this MOU shall be for the Riverside County fiscal year commencing on July 1, 2022 and ending on June 30, 2023. Thereafter, the parties will enter into a new MOU (the “New MOU”) upon annual approval of the County’s Realignment budget by the CCPEC; this MOU shall remain in effect until the New MOU is effective.

5.0 AMENDMENT OR TERMINATION OF MOU
This MOU may be amended at any time with the written concurrence of all parties. This MOU, along with any incorporated attachments, fully expresses all understandings of the parties concerning all matters covered and shall constitute the total MOU. No addition to, or alteration of, the terms of this MOU whether by written or verbal understanding of the parties, their officers, agents or employees, shall be valid unless made in the form of a written amendment to this MOU formally approved and executed by both Probation and each participating PACT agency. Consideration for amendment will be given upon written notification by one party to the others. The parties will review this MOU at least annually and modify as needed.

Any participating PACT agency can withdraw participation in this MOU with or without cause upon thirty (30) days written notification to the other parties. Participation withdrawal will take effect thirty (30) days following receipt of notification and terms and conditions of this MOU continue in full force for the remaining PACT agencies.

This MOU can be terminated with or without cause by any party upon thirty (30) days written notification to the other parties or due to unavailability of funding. Termination of the MOU will take effect thirty (30) days following receipt of the written notice of termination or upon effective date of funding expiration.

6.0 AUDITS
The parties agree that any duly authorized representative of the Federal, State, or local government shall have the right to audit, inspect, copy or transcribe any pertinent records, electronic data and documentation relating to this MOU. Any audit exception, as it relates to this MOU, resulting from an audit conducted by any duly authorized representative of the Federal, State, or local government shall be the responsibility of the participating PACT

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agencies. Any audit disallowance adjustments must be paid in full upon demand if required, or may be withheld at the discretion of the Chief Probation Officer against amounts due to PACT agencies under this MOU or any PACT agreement with Probation.

7.0 RECORDS RETENTION
Each party agrees to retain all records pertaining to this MOU for the period indicated in the Riverside County Records Retention General Schedule per Board of Supervisors Policy A-43 unless otherwise indicated by the source of funds. If, at the end of the retention period, there is ongoing litigation or an audit involving those records, each party shall retain the original records until the resolution of such litigation or audit.

8.0 FINANCIAL REPORTS
Four financial reports are to be submitted quarterly by each PACT partner during each fiscal year covering the following reporting periods:

Quarter Reporting Period
1 July 1 – September 30
2 July 1 – December 31
3 July 1 – March 31
4 July 1 – June 30
The CCPEC-approved template for financial report submission is attached hereto and incorporated herein as Exhibit A. The summary PACT report for each quarter will be compiled and presented to CCPEC by Probation. Due dates for quarterly financial reports are established annually by the CCPEC.

9.0 CONFIDENTIALITY
All parties agree to maintain the confidentiality of all information in accordance with all applicable Federal, State and local laws and regulations.

10.0 HOLD HARMLESS AND INDEMNIFICATION
Each participating agency agrees to indemnify and hold the other participating agencies harmless from any and all liability for death, injury and/or damage, actual or alleged, to persons or property, arising out of, or resulting from negligent acts or omissions of the indemnifying party or its employees. When Probation, PACT itself, any participating agency, or its agents, are held liable for deaths or injuries to persons or property, each party’s liability for contribution or indemnity for such injuries shall be based proportionately upon

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the contributions of each participating agency. In the event of liability imposed upon any of the participating agencies for death, injury, and/or damage which is caused by the negligent or wrongful act or omission of any of the parties in the performance of this MOU, the contribution of the party or parties not directly responsible for the negligent or wrongful act or omission shall be limited to $100.00. The party or parties directly responsible for the negligent or wrongful acts or omissions shall indemnify, defend, and hold the other parties harmless from any liability for death, injury and/or damage arising out of the performance of this MOU.

11.0 ASSIGNMENT
This MOU shall not be assigned by any party hereto, either in whole or in part, without prior written consent of the other parties. Any assignment or purported assignment of this MOU without the prior written consent will be deemed void and of no force or effect.

12.0 LICENSE AND CERTIFICATIONS
When applicable, all parties verify upon execution of this MOU, that all work performed pursuant to this MOU will performed by properly trained and licensed/certified staff who possess current and valid license/certifications in compliance with any local, State, and Federal laws.

13.0 COMPLIANCE, GOVERNING LAW, AND SEVERABILITY
The parties shall comply with all applicable Federal, State, and local laws and regulations.

In the event there is a conflict between the various applicable laws and regulations, the parties shall comply with the more restrictive law or regulation. Any legal action related to this MOU shall be filed only in the Superior Court for the State of California in Riverside, California. All parties shall be obligated to attend a mediation session before a neutral third-party mediator prior to the filing of any legal action.

If any provision in this MOU is held by a court of competent jurisdiction to be invalid, void or enforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

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14.0 COMPENSATION

14.1 Maximum Amount:

Maximum allowable costs for FY2022-2023 under this MOU shall not exceed $4,596,000.00 or as approved by CCPEC for each annual fiscal year’s budget. Annual allocations assigned to each PACT agency are detailed in Exhibit C & C-1, attached hereto and incorporated herein.

14.2 Method, Time and Schedule/Condition of Payments:

Within thirty (30) days of the end of each month in which services were rendered, each participating PACT agency will prepare and submit to Probation’s Accounts Payable, via email [email protected], a reimbursement claim/journal entry for services and expenditures performed and incurred during the month. Using the invoice template, attached hereto and incorporated herein as Exhibit B, claim documentation will include, but is not limited to, an invoice with an itemized expenditure summary of Salaries & Benefits and Services & Supplies; and copies of timesheets, pay registers, and vendor invoices or receipts, as applicable.

Upon review and approval, Probation shall process each claim within fifteen (15) business days. The corresponding payment voucher will be forwarded to the County Auditor-Controller’s office for processing. Invoices will be held beyond the fifteen (15) business days when an annual fiscal year realignment budget has not been approved by the CCPEC and the Riverside County Board of Supervisors. Upon approval by both governing bodies, held invoices will be released to the Auditor-Controller’s office for processing.

Each year, estimates for the month ending June 30 should be provided to Probation by June 20 with the final invoice due July 31 or next available working day.

If PACT ceases provision of services for any period, then no payment will apply for that period. Probation will reimburse participating PACT agencies for services provided in accordance with the terms and conditions contained herein.

Additional clarifications on the reimbursement process are provided as part of the Frequently Asked Questions, attached hereto and incorporated herein as Exhibit D.

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14.3 Use of Funds:

PACT agencies shall not use any funds received pursuant to this MOU for any other program, project, or purpose. The parties shall not use realignment funds to supplant by claiming reimbursement from Probation for any costs which have been paid by another source of revenue. The parties agree not to use funds received pursuant to this MOU, either directly or indirectly, for purposes of obtaining funds under any other program without prior written approval of Probation. Additional guidelines for use of funds received pursuant to this MOU are provided in the Funding and Reimbursement Policy and Guidelines for Regional PAC Teams as developed by the Association of Riverside County Chiefs of Police and Sheriff (ARCCOPS) in cooperation with Probation, attached hereto and incorporated herein as Exhibit E. Any revisions by ARCCOPS to the guidelines will supersede the attached exhibit.

14.4 Disallowance:

In the event a party receives payment for services pursuant to this MOU which is later disallowed for nonconformance with the terms and conditions herein by Probation, the party shall promptly refund the disallowed amount to Probation upon request, or at its option, Probation may offset the amount disallowed from any payment due to the party under any PACT agreement with Probation.

14.5 Availability of Funding:

Probation’s obligation for payment under this MOU is contingent upon the availability of funds from which payment can be made.

15.0 NOTICES
All notices, claims, correspondence, reports, and/or statements authorized or required by this MOU shall be addressed for each location as follows:

Riverside County Probation Department
Probation Administration
Administrative Services Manager III – Fiscal Services Division P.O. Box 833
Riverside, CA 92502
(951) 955-2983

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Post-release Accountability and Compliance Team
Tony Conrad, Chief of Police
Murrieta Police Department
2 Town Square
Murrieta, CA 92562
(951) 461-6358
[email protected]

All notices shall be deemed effective when they are made in writing, addressed as indicated above, and deposited in the United States mail. Any notices, correspondence, reports, and/or statements authorized or required by this MOU addressed in any other fashion will not be acceptable.

16.0. MERGER CLAUSE
This MOU, including any attachments or exhibits, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions and communications, whether oral or in writing, including the FY22-23 MOU.

17.0. ELECTRONIC SIGNATURES
Each party of this MOU agrees to the use of electronic signatures, such as digital signatures that meet the requirements of the California Uniform Electronic Transactions Act ((“CUETA”) Cal. Civ. Code §§ 1633.1 to 1633.17), for executing this MOU. The parties further agree that the electronic signature(s) included herein are intended to authenticate this writing and to have the same force and effect as manual signatures.

Electronic signature means an electronic sound, symbol, or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record pursuant to the CUETA as amended from time to time. Digital signature means an electronic identifier, created by computer, intended by the party using it to have the same force and effect as the use of a manual signature, and shall be reasonably relied upon by the parties. For purposes of this section, a digital signature is a type of "electronic signature" as defined in subdivision (i) of Section 1633.2 of the Civil Code

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SIGNATURE PAGE

IN WITNESS WHEREOF, this MOU has been executed by and on behalf of Riverside County Probation Department and the participating Post-release Accountability and Compliance Team local law enforcement agencies by the signatures of the duly authorized respective agents, as of the day and year written herein below.

_____________________________________ __________________ Ron Miller II, Chief Probation Officer Date
Riverside County Probation Department

APPROVED AS TO FORM
Minh C. Tran
County Counsel

BY:___________________________
Lisa Sanchez
Deputy County Counsel

DATE:_________________________

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SIGNATURE PAGE

_____________________________________ __________________ Sean Thuilliez, Chief of Police Date
Beaumont Police Department

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SIGNATURE PAGE

_____________________________________ __________________ Charles P. McClendon, City Manager Date
Cathedral City

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SIGNATURE PAGE

_____________________________________ __________________ Robert Newman, Chief of Police Date
Corona Police Department

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SIGNATURE PAGE

_____________________________________ __________________ Luke Rainy, City Manager Date
City of Desert Hot Springs

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SIGNATURE PAGE

_____________________________________ __________________ Eddie Pust, Acting City Manager Date
Hemet Police Department

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SIGNATURE PAGE

_____________________________________ __________________ Bryan Montgomery, City Manager Date
City of Indio

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SIGNATURE PAGE

_____________________________________ __________________ Kim Summers, City Manager Date
City of Murrieta

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SIGNATURE PAGE

_____________________________________ __________________ Mallory Crecelius, City Manager Date
City of Blythe

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SIGNATURE PAGE

_____________________________________ __________________ Lea Deesing, Assistant City Manager Date
City of Riverside

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SIGNATURE PAGE

_____________________________________ __________________ Chad Bianco Date
Riverside County Sheriff-Coroner
(Coachella, Lake Elsinore and San Jacinto Stations)

APPROVED AS TO FORM
Minh C. Tran
County Counsel

BY:___________________________
Amrit P. Dhillon
Deputy County Counsel

DATE:_________________________

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SIGNATURE PAGE

_____________________________________ __________________ Doug Schulze, City Manager Date
City of Banning

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SIGNATURE PAGE

_____________________________________ __________________ Armando G. Villa, City Manager Date
City of Menifee

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EXHIBIT B

PACT INVOICE TEMPLATE
INVOICE:

DATE:

DUE DATE:

Bill to:

RIVERSIDE COUNTY PROBATION DEPARTMENT

FISCAL UNIT ADMIN SVC MGR
PO BOX 833
RIVERSIDE, CA 92502
PACT (Month) Invoice
Total Price
PACT Reimbursement for (Month)Services
1)
2)
Total Due -$
Please remit payment to:
(Provide city information)
(City Logo/ Letterhead)
Supplies (receipts attached)
Description: Invoice Type:

Title DateSignature
I, the undersigned, hereby certify the above claim submitted for reimburesement are true and correct Realignment expenditures in accordance with the Memorandum of Understanding (MOU) between the Riverside County Probation Department and the Post-release Accountability and Compliance Team (PACT).

Description
Salaries and Benefits (Period: MM/DD/YR-MM/DD/YR)
Documentation with invoice includes copies of timesheets for billing period and verification of salary and benefits rates charged. Please note, for confidentiality purpose, original timesheets and any further verification of employees compensation will be on file with the City of (City Name), Human Resources Department and available to an authorized auditing official for review. ________________________
(City Name)

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EXHIBIT C
DISTRIBUTION OF ANNUAL PACT ALLOCATION BY CITY FY22-23

EAST
City of Cathedral City (Sergeant) $270,000.00*

City of Cathedral City $216,500.00
City of Coachella $216,500.00
City of Desert Hot Springs $216,500.00
City of Indio $216,500.00
City of Blythe $216,500.00

WEST
City of Corona $216,500.00
City of Corona (Corporal) $238,000.00
City of Riverside (Sergeant) $270,000.00*

CENTRAL
City of Banning $216,500.00
City of Beaumont $216,500.00
City of Hemet (Sergeant) $270,000.00*
City of Lake Elsinore $216,500.00
City of Menifee $216,500.00
City of Murrieta $216,500.00
City of San Jacinto $216,500.00

Total Annual Pact Allocation FY22/23 $3,646,000.00

*PACT agencies with sergeants assigned to the teams receive $270,000 each. PACT agencies without sergeants assigned to the teams receive $216,500, and corporal receives $238,000 as dictated by the approved ARCCOPS memorandum (Exhibit E) revised October 2020.

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THE COUNTY OF RIVERSIDE, ON BEHALF OF ITS

PROBATION DEPARTMENT, AND

POST-RELEASE ACCOUNTABILITY AND COMPLIANCE TEAM

FOR PUBLIC SAFETY REALIGNMENT

MEMORANDUM OF UNDERSTANDING

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EXHIBIT C-1

ADDITIONAL DISTRIBUTION OF ALLOCATION FOR
ONE-TIME AND ONGOING COSTS BY CITY FY22/23

EAST Vehicles* Host Agency O&M**
City of Cathedral City (Sergeant) $50,000 $50,000
City of Cathedral City $50,000
City of Coachella $50,000
City of Desert Hot Springs $50,000
City of Indio $50,000
City of Blythe $50,000

WEST
City of Corona $50,000
City of Corona (Corporal) $50,000
City of Riverside (Sergeant) $50,000 $50,000

CENTRAL
City of Banning $50,000
City of Beaumont $50,000
City of Hemet (Sergeant) $50,000 $50,000
City of Lake Elsinore $50,000
City of Menifee $50,000
City of Murrieta $50,000
City of San Jacinto $50,000
Summary of Costs $800,000 150,000

Total Additional PACT Allocation FY22/23 $950,000

*PACT agencies to receive a one-time vehicle allocation of $50,000 per person (FY22/23 ONLY). **Host PACT agencies to receive $50,000 a year to offset Operations and Maintenance costs.

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THE COUNTY OF RIVERSIDE, ON BEHALF OF ITS

PROBATION DEPARTMENT, AND

POST-RELEASE ACCOUNTABILITY AND COMPLIANCE TEAM

FOR PUBLIC SAFETY REALIGNMENT

MEMORANDUM OF UNDERSTANDING

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Exhibit D
Frequently Asked Questions

1. Year End:
a. What is a year-end estimate claim and what needs to be included? i. A year-end estimate claim allows Probation to encumber funds for payment from the current fiscal year into the beginning of the next to cover expenditures incurred during the month of June and have a record that the final submittal is pending.
ii. If funds are not encumbered to cover final year-end claims and a claim is submitted, the reimbursement may be charged against the PACT agency’s allocation for the next fiscal year.
iii. To submit a year-end estimate claim form:

1. Use the Invoice Template (Exhibit B) provided,

2. In the location on the form for listing the month/year of the claim, please mark as the June Estimate,

3. Based on remaining annual funds and use of funds to date generate estimated expenditures for the month of June;

4. Attach any advance approvals for services/supply/equipment purchases, and

5. Submit estimate to Probation no later than June 20 of each year. b. What if the claim for actual year-end expenditures is not submitted before the County’s year-end submission deadline?
i. If the claim for actual year-end expenditures is not received by the deadline, Probation will process payment to the PACT agency using the estimate provided.
ii. When the claim is received (after the deadline), if expenditures exceed the estimate, Probation will process payment for the difference and the difference will be paid from any rollover funds. If the expenditures are less than the estimate, the PACT agency is required to refund the overpayment back to Probation.

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POST-RELEASE ACCOUNTABILITY AND COMPLIANCE TEAM

FOR PUBLIC SAFETY REALIGNMENT

MEMORANDUM OF UNDERSTANDING

Page | 29

c. What documentation is needed to include major purchases in the year-end estimate?
i. To include year-end expenditures that will not complete processing in the current fiscal year, the submitting PACT agency needs to provide proof of intent to purchase the major item, such as vehicles.
ii. Proof of intent to purchase can be represented by approval documents from a City Council, an approved purchase order, an approved requisition, or a copy of the documents used by the City to encumber funds in their own fiscal year budget allowing Probation sufficient documentation to encumber funds to reimburse the submitting PACT agency. d. What if the estimate is overstated?
i. If any unused funds are remaining after the final year-end reimbursement claim is submitted (prior to year-end deadline), the funds will be released for use within Realignment.

2. Staff Substitution for Another PACT Agency
a. What is the process to submit claims when substituting PACT staff by another police department due to staff shortages?
i. The Police Department providing the staff substitution must bill the PACT Agency suffering the staff shortage.
ii. The PACT Agency suffering the staff shortage will then submit their monthly claim to Probation. The claim should include back-up documentation reflecting invoices and payment to the substituting Police Department for staff services rendered. Any back-up documentation provided by the substituting Police Department (such as timesheets) should be included in the monthly claim.
iii. PACT Agencies cannot bill against another PACT Agency’s allocation.

3. Mileage Claims
a. What documentation is required to submit for mileage claims? i. A mileage log reflecting record of what miles are used for PACT specific duties is sufficient back-up for a mileage claim.
b. What if a vehicle is 100% PACT?

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POST-RELEASE ACCOUNTABILITY AND COMPLIANCE TEAM

FOR PUBLIC SAFETY REALIGNMENT

MEMORANDUM OF UNDERSTANDING

Page | 30

i. Fuel reimbursement statements reflecting the vehicle’s mileage use over the course of the fiscal year is sufficient back-up for mileage reimbursement.

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MEMORANDUM OF UNDERSTANDING

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4. Staff Time
a. Can vacation, sick, and compensation time earned be paid? i. Yes, vacation, sick, and compensation time earned while performing PACT duties can be paid.
ii. Detailed tracking of when the time is earned and when it is paid will need to be provided as back-up to the claim. The tracking is necessary to ensure no duplication of payment is requested (i.e. reimbursement for compensation time on one pay period and on the next pay period requesting reimbursement for time-off using those same backed compensation time hours). A tracking sheet can be provided upon request. iii. PACT Agencies that allow their officers to ‘sell back’ their compensation time at the end of the year can claim those hours as part of their reimbursement. Detailed tracking reflecting that the compensation time is earned while performing PACT duties must be submitted as back-up. b. Our police department uses electronic timesheets. Is a report from the timesheet system acceptable back-up?
i. Yes, a report from the timesheet system is acceptable as long as it reflects when the employee approved their timesheet and when the supervisors counter-approved their timesheets.

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POST-RELEASE ACCOUNTABILITY AND COMPLIANCE TEAM

FOR PUBLIC SAFETY REALIGNMENT

MEMORANDUM OF UNDERSTANDING

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Exhibit E

FUNDING AND REIMBURSEMENT POLICY AND GUIDELINES
FOR REGIONAL P.A.C. TEAMS
Rev. 10/2020
I. PURPOSE: The purpose of this policy is to set forth standardized procedures for oversight and funding of personal assigned to Regional PAC Teams.

II. ORGANIZATION: Each regional PAC Team will establish a governing board including on command- level representative from each participating agency.

A. The regional governing board will provide operational and financial support and oversight to the regional team.

B. The regional board may also determine when a financial need merits a request for additional funding to one of the funding entities (CCPEC or ARCCOPS).

III. MEMBERSHIP: PAC Team membership is open to all law enforcement agencies who are members of ARCCOPS. The voting membership of ARCCOPS shall determine which agencies will receive funding.

A. Agencies interested in participating and receiving reimbursement shall submit a request to the ARCCOPS voting membership.

1. ARCCOPS will determine agency participation and reimbursement as requested based on available funding and regional needs.

IV. FUNDING & REIMBURSEMENT: Funding for PACT personal is provided through the Community Corrections Partnership Executive Committee (CCPEC) and the Riverside County allocation of AB- 109 mitigation grant (Cal Chief’s).

A. Participating PAC Team agencies may submit for reimbursement for direct costs associated with deploying personnel dedicated to the PACT Team.

B. Reimbursement will be limited to the following:

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FOR PUBLIC SAFETY REALIGNMENT

MEMORANDUM OF UNDERSTANDING

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1. Actual cost of all salary, benefits, paid leave and overtime paid to agency employees for work while assigned and working for a PAC Team.

2. Mileage (at the published IRS rate) for miles traveled using an agency vehicle for travel to, from and during PAC Team activities.

C. Total reimbursement shall not exceed $216,500 per fiscal year for each police officer or detective assigned; $238,000 per fiscal year for corporal assigned; and $270,000 per fiscal year for each sergeant assigned to supervise a PAC Team.

D. Participating agencies shall submit detailed expenditure claims on a monthly basis to the appropriate funding entity (CCPEC via County Probation or ARCCOPS via city of Corona).

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DATE:6/6/2023
DEPARTMENT NAME:Finance
PREPARED BY:Tara Astran

APPROVED BY
Revenue = +
Expense = -
Revenue = +
Expense = - Debit (Credit)

ACCOUNT NUMBER ACCOUNT DESCRIPTION
CURRENT BUDGET ADJUSTED BUDGET NEW BUDGET AMT Explanations / Justification 100-2050-8060-0000 Vehicle 356,406.00 88,527.00 444,933.00 Vehicle for PACT Program partially paid by Riverside
County Probation Dept and the other part paid by SLESA
Funds
100-0000-4685-0013 Cost Recovery - PACT - (50,000.00) (50,000.00) Funds to pay for partial vehicle from Riverside County
Probation Dept
220-0000-9960-0000 Transfers Out 70,456.00 38,527.00 108,983.00 Transfer Out of funds to pay for partial vehicle from
SLESA funds
100-0000-9950-0000 Transfers In (7,937,711.00) (38,527.00) (7,976,238.00) Transfers In from SLESA funds -
-
TOTALS 38,527.00$
Net Effect
City of Beaumont
Budget Adjustment Form
FY 2022/2023
https://beaumontca.sharepoint.com/sites/financegroup2/Shared Documents/Council Reports/FY2023/PACT Vehicle Budget Adjustment/Budget Adjustment Form PACT vehicle: Budget Adjustment Form

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Staff Report

TO: City Council
FROM: Christina Taylor, Deputy City Manager
DATE June 6, 2023
SUBJECT: Active Development Agreements

Description Current Status of Active Development Agreements Background and Analysis:

The City of Beaumont Resolution No. 1987-34, adopted May 11, 1987, sets forth the regulations and requirements for the City to enter into a development agreement.

The resolution contains seven articles addressing the development agreement process.

The articles are as follows:

1. Applications;

2. Notices and Hearings;

3. Standards of Review, Findings and Decision;

4. Amendment and Cancellation of Agreement by Mutual Consent;

5. Recordation;

6. Periodic Review; and

7. Modification or Termination.

The City has seven (7) active development agreements. Of the seven (7) active agreements, one (1) project is completed, one (1) is not yet active and five (5) are in progress. Each of the development agreements have specific terms and conditions agreed to by the City and developer.

DEVELOPER PROJECT START END PROJECT
STATUS
Pardee
Homes
Sundance August 2004 August 2029 Active/In
Progress
Pardee
Homes
Tournament Hills November 2002 November 2027 Active/In
Progress
SDC Fairway
Canyon LLC
Fairway Canyon November 2002 November 2027 Active/In
Progress

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LV Heartland
LLC
Heartland
Specific
Plan/Olivewood
October 1993 December 2028 Active/In
Progress
City Ventures Sunny-Cal
Specific Plan
September
2007
September
2032
Not Active
Reassign
McDonald
Property
Group
Hidden Canyon
Specific Plan
December 2019 December 2026 Active/In
Progress
Oak Valley
Partners
Oak Valley
Greens
April 1998 April 2023 Complete

Pardee Homes
Entitlements:

Sundance Specific Plan, EIR Addendum, Tentative Maps on approximately 200 acres of land for a maximum of 4,597 single-family residential dwelling units and associated improvements.

Term:
25 years

Key Points:

Revision to original DA for Deutsch SP,
Allows for CFD,
Fee rates are not locked in, and
Extends validity of tract maps for length of the DA.

Pardee Homes
Entitlements:

Tournament Hills is part of Specific Plan 318 (Oak Valley SCPGA), EIR and Addendums, Tentative Maps.

Term:
25 years

Key Points:
409 dwelling units of the 4,660 dwelling units approved in the Oak Valle y SCPGA SP, Allows Phasing,
Allows for CFD, and
Fee rates are not locked.

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SDC Fairway Canyon LLC
Entitlements:

Specific Plan 318 (Oak Valley SCPGA), EIR and Addendum, Findings of Substantial Conformance, Vesting Tentative Maps.

Term:
25 years

Key Points:

Maximum of 4,660 dwelling units,
Allows Phasing,
Allows for CFD, and
Fee rates are not locked.

LV Heartland LLC
Entitlements:

General Plan Amendment, Specific Plan, EIR, Tentative Maps.

Term:
25 years

Key Points:

Option for one, five (5) year extension if permits for at least 500 residential lots have been issued prior to original expiration;
Addressed a settlement agreement issue;
Addresses offer of dedication;
Allows for CFD and requires a deposit for formation;
Provides for establishment of an HOA;
Outlines HOA obligations;
Requires a Phasing Plan for phasing of the development; Fee rates are not locked in;
Extends validity of tract maps for ten years with opportunity for two, one (1) year extensions;
Allows for vesting tentative maps; and
Speaks extensively to sewer treatment and facilities.

City Ventures
Entitlements:

General Plan Amendment, Sunny-Cal Specific Plan, EIR, Annexation, Tentative Maps on approximately 200 acres of land for a maximum of 597 single-family residential dwelling units and associated improvements.

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Term:
25 years

Key Points:

Allows for CFD,
Allows for phasing,
Fee rates are not locked in, and
Provides a Statement of Benefits to the City.

McDonald Property Group
Entitlements:

Hidden Canyon Specific Plan, EIR, Plot Plan

Term:
7 years

Key Points:

Extension of the entitlements for Plot Plan 2018-0134 for a period of seven (7) years from the current expiration date (November 13, 2027),
The allowance of assignment or transfer of the development agreement, and establishes a maximum allowable sewer flow.

Resolution 1987-34 requires annual review of development agreements by the Planning Commission. Beginning in 2020, staff re-established the annual review process and each agreement is now reviewed annually at the Planning Commission. During each review period, it is determined whether or not each of the development agreements are compliant with their respective requirements. For the previous review periods, each agreement was found to be in compliance.

Fiscal Impact:

The cost to prepare this report is approximately $250.

Recommended Action:

Receive and file.

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Staff Report

TO: City Council
FROM: Christina Taylor, Deputy City Manager
DATE June 6, 2023
SUBJECT: Updated Data on City of Beaumont Logistics Facilities

Description Per City Council’s request, the information below contains estimated data for operational logistics facilities within the City of Beaumont.

Background and Analysis:

Fiscal Impact:

The cost to prepare this staff report is approximately $300.

Recommended Action:

Receive and file.

Business Name Employees Sq. ft.

Jobs
10/1/2022 Jobs / Sq. ft.AV 22/23
Property Tax
Revenue VLF Revenue Gallons (2022)
Water
Use(2022) ccf
Amazon 3,000 2,800,000 3000 933.3333333 392,606,667.00$ 329,004$ 372,976$ 12,366,047.61 16531.00 Amazon 2 816,800 700 1,166.86 60,312,512.00$ 50,542$ 57,297$ 467,532.50 625.00 United Legwear TBD 1,777,777 450 3,950.62 133,048,830.00$ 111,495$ 126,396$ 2,646,607.98 3538.00 Dura Plastic Products Inc 400 34,728,575.00$ 29,103$ 32,992$ 391,231.20 523.00 CJ Foods 400 440000 598 735.7859532 45,337,534.00$ 37,993$ 43,071$ 49,053,509.90 65575.00 Wolverine Worldwide 200 725,000 187 3877.005348 -$ -$ 564,031.21 754.00 iFIT (formerly Icon)160 600,000 85 7058.823529 33,975,918.00$ 28,472$ 32,277$ 266,306.51 356.00 Rudolph Foods Co 85 120,000 155 774.1935484 9,455,378.00$ 12,517$ 8,983$ 2,028,717.02 2712.00 Perricone Juices 80 150 4,540,643.00$ 6,011$ 4,314$ 10,517,611.12 14060.00 Lowes 19,362,931.00$ 16,226$ 18,395$ 4,201,060.03 5616.00

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CAPITAL IMPROVEMENT PROJECTS
DESIGN

CONSTRUCTION
Construction on a Capital Improvement Project
is a process that, depending on size and
magnitude, can take months or even years to
complete.

Capital Improvement Projects are deeply
complex with the following start to finish
process:

PARK PROJECTS

AT-A-GLANCE

STEWART PARK
In April 2022, a Professional Services Agreement was awarded to PlaceWorks to provide Landscape Architecture and Engineering Design Services for Stewart Park. A public survey discussing park features was completed in July with over 800 responses. The draft conceptual plan based on staff review and public input was presented to the City Council in November. The project is fully funded and construction is anticipated to begin in 2023. Conceptual plans are available on the City's website.

THREE RINGS RANCH PARK PLAYGROUND
MT. VIEW PARK PLAYGROUND
This current CIP Project is funded to provide a new playground that will include integrated shade structures. The installation of shade elements incorporated into new playgrounds saves space and is essential to protecting children from UV rays. This project includes the replacement of the existing playgrounds. The project is fully funded and design is expected by Summer 2023.

STAGE 1: Identify
Identify City Infrastructure to be improved,
such as parks, streets, transit, community
facilities, etc.

STAGE 2: Conceptual Design
City staff conducts community outreach,
such as surveys, to assess the needs and
develop a concept plan of what the project
will look like.

STAGE 3: Obtain Funding
Depending on the type of project and it's
impact locally, regionally or beyond, funding
sources can include one or more of the
following: Grants, local, county, state,
federal funding, and/or tax revenue.

STAGE 4: Construction Design
Architects and engineers determine the
scope of the project and develop a timeline,
which includes environmental planning and
design. This process can take 6-48 months
depending on the complexity of the project.

STAGE 5: Construction
At the construction phase, the public will
see the project start to take shape.

STAGE 6: Completion
Every completed project ELEVATES our
City!
ALBERT A CHATIGNY SR. COMMUNITY RECREATION CENTER
1310 Oak Valley Parkway
(951)769-8524 | [email protected] | @BMTparks REV. June 2023

SPORTS PARK PLAYGROUND
In the Fall of 2022, the City received a Statewide Healthy Play grant for the installation of a new playground at the Sports Park. The Play On design will feature an expanded playground that incorporates the six key elements needed to promote fitness: balancing, sliding, brachiating, spinning, climbing, and swinging. In addition to the playground, a stationary fitness circuit will also be installed. The fitness area will feature products that allow the user to train the upper body, core, lower body, aerobic fitness & balance.

Additonal information on field improvements on reverse.

SHADOW CREEK PARK PLAYGROUND
In the Fall of 2022, the City received a Statewide Healthy Play grant for the installation of Beaumont's first-ever inclusive playground. The new playground will focus on providing a space to foster friendships and support the diverse needs of the whole community. The project will also expand the basketball court area and create additional walking paths in the park. City Staff hosted a community workshop in January to gather feedback on proposed colors and accessory features of the playground. Construction is expected to begin by early Summer 2023.

For more information on these projects, please visit
BeaumontCA.gov
Installation is complete on the renovated Three Rings Ranch Playground. The new equipment was made possible through a grant from the State of California Department of Parks and Recreation Office of Grants and Local Services (OGALS). Students from Three Rings Elementary and the community were instrumental in the design of the playground and were on hand to celebrate the ribbon cutting in April 2023.

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PARK PROJECTS

CONTINUED

SPORTS PARK FIELD IMPROVEMENTS
Beaumont’s 20-acre Sports Park, located at the southeast corner of Brookside and Beaumont Avenues, is a thriving venue for organized sports, and special sports events, and features a track suitable for walking or jogging.

In addition to daily/weekly maintenance, the City of Beaumont performs annual maintenance on the fields immediately following the Spring sports season. Due to drought conditions in 2022, field maintenance was placed on hold and the following measures were taken to mitigate safety issues:

MEMORIAL PLAZA
Following the success of the inaugural Veterans Day Parade and Ceremony, the City re-established the First Responder and Veterans Memorial Committee to begin discussions on renovating the current plaza area in front of City Hall. In February 2022, a Professional Services Agreement (PSA) was executed for conceptual plans of an expanded and remodeled memorial plaza area. The concept plan which includes preservation of current monuments, new landscaping additional seating and water features was presented in August and a Request for Proposals (RFP) was released for construction services. The City Council recently awarded the project to Architerra Design Group. The project is fully funded in the current CIP and construction is expected to begin by Summer 2023.

PARK MASTER PLAN
In Spring 2023, the Community Services Department will release a Request for Proposal (RFP) for a Park Master Plan. A Master Plan is a long-range plan that will guide our investment in parks, park facilities, trails, and open space for the next ten years. The plan will evaluate our existing recreation services, parks and facilities to meet the needs of community residents.

In March 2023, the city released a Request for Proposal (RFP) for Landscape Architectural Services for turf field conversion and lighting improvements.The RFP closed in April and a design contractor is expected to be awarded in June.

As of Monday, May 22, 2023, the sports fields are closed for turfplaning, leveling and reseeding. To ensure quality turf rehabilitation, we ask that visitors remain off the fields for the duration of the project which is expected through mid- August.

UNEVEN SURFACES - In July, the City hired a contractor to begin ongoing rodent services. This increased maintenance is a continual weekly service that will complement the gopher remediation tactics performed by City Staff. Mounds and holes are being addressed by bringing in more mulch/soil material to fill and spread over current holes and uneven surfaces.

WATERING - In September, RHA Landscape Architects-Planners, Inc. presented the Beaumont City Council with a Park Turf Water Reduction Study. The study evaluated the current water usage and needs of the Sports Park and provide suggestions for water-saving design and maintenance options, including the use of future reclaimed water. The City Council approved a recommendation to replace 422,000 square feet of grass turf with synthetic turf. This option keeps the amount of playing and usable surface the same as current conditions and accounts for a water reduction of over 18 million gallons annually with a saving of $41,000.

ALBERT A CHATIGNY SR. COMMUNITY RECREATION CENTER
1310 Oak Valley Parkway
(951)769-8524 | [email protected] | @BMTparks

QUESTION &
ANSWER Q. What is turfplaning?
A. Turfplaning is the precision removal of surface irregularities (high spots) in turf surfaces while leaving the underlying root system intact to re-grow.

Q. Is the whole park closed?
A. No, the walking path, playground, restrooms and lower two soccer fields will remain open.

Q. Are you going to improve the lower two soccer fields? A. The City Council approved a recommendation to replace 422,000 square feet of grass turf with synthetic turf. The design phase of the project is expected to begin in June.

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Beaumont City CouncilJune 6, 2023

Beaumont City Council
June 6, 2023