7 G. Call Back Pay
Any employee who is called back for work from an off duty status shall be compensated with a minimum of three (3) hours overঞme for the ঞme worked at the rate of ঞme and one-half.
H. Bilingual Skills Pay
Employees who perform technical bilingual skills (reading, wriঞng and oral translaঞon) for the benefit of the City on a regular and ongoing basis and who successfully pass a City- administered proficiency test shall receive an allowance based on the level(s) of bilingual competency listed below.
Level I – Oral Translaࢼon
For employees who demonstrate the ability to communicate effecঞvely by way of successfully passing the oral proficiency test, shall receive an allowance of one hundred seventy-five dollars ($175.00) per month. Employees who become eligible for Level I will be required to serve as an oral translator on a regular and on-going basis, per the City’s needs.
Level II – Wrien Translaࢼon
For employees who successfully pass the wrien proficiency test, shall receive an addiঞonal amount of one hundred and twenty-five dollars ($125.00) per month. Each department within the City will be allowed 3 posiঞons of level 2 bilingual services. If a department’s need for bilingual services becomes greater than the alloed 3 posiঞons, the department head may request to increase its bilingual services pending City Managers approval.
Employees who become eligible for Level II will be required to serve as an oral translator and/or provide wrien translaঞon in the course of the employee’s duঞes on a regular and on- going basis, per the City’s needs. These employees may be called upon by other departments on an as need basis.
Such Level II Bilingual Translators shall perform wrien translaঞons that are viewed by a large audience of city residents (i.e. City mailers, informaঞonal brochures, inserts in city uঞlity billings, social medial, public noঞces, and any addiঞonal documents as needed.) Employees, who are currently receiving Level I Bilingual Allowance, will not be required to retest in order to conঞnue receiving the monthly allowance.
I. Working Out Of Class Pay
Unit employees may be assigned by management to fill a posiঞon of Fire Engineer, Fire Captain or a management posiঞon outside the unit and when so assigned shall be compensated as such. The compensaঞon shall be at the boom step of the acঞng posiঞon so assigned, but with a minimum five percent (5.0%) increase. Work out of class pay shall begin a[er the employee has been assigned and worked five (5) cumulaঞve shi[s in the higher
8 classificaঞon. The City will fill any vacancies from promoঞonal lists within a 180 day period, with the excepঞon of vacancies created by Worker's Compensaঞon or leaves of absence.
J. Holiday Compensaঞon
Each member of the bargaining unit, who is assigned to a 24-hour shi[ schedule, shall be enঞtled to compensaঞon equivalent to nine (9) scheduled working shi[s in lieu of fixed holidays for each full year of service. For new employees, the amounts shall be prorated on the basis of eighteen (18) hours per month. This pro-rata formula shall also apply to separaঞng employees. This enঞtlement shall be compensated in the following way:
1. Nine (9) working shi[s, or the prorated amount as provided for above, shall be credited at the beginning of each fiscal year to employees who are in a fully paid status during that year. Such employees may request that any of these nine (9) shi[s be granted as compensated ঞme off.
2. Twice during the fiscal year an employee may request a cash payment of Compensatory Time Off (CTO), at straight ঞme, in lieu of ঞme off. Requests for cash payment shall be paid on the first pay day which follows June 1st and December 1st of each year. This payment will be made in the regular payroll check issued for that pay period.
3. Any shi[ hours that have not been used as CTO or paid in that fiscal year, shall be paid at the end of the fiscal year at straight ঞme. Such hours shall not be carried over to the following fiscal year. This payment will be made in the regular payroll check issued for that pay period.
K. Promoঞons
Employees promoঞng shall receive a salary increase equivalent to one (1) step (approximately five (5.0%) percent) or movement into the new salary range, whichever is greater.
L. Compensatory Time Conversion to Cash
Employees may convert accumulated compensatory ঞme to cash as follows:
1. Twice during the fiscal year an employee may request a cash payment of accumulated Compensatory Time Off (CTO).
2. Requests for payment must be made in wriঞng to the Finance Department at least thirty (30) days in advance of June 1st and December 1st of each year.
3. Cash payment of CTO shall be paid on the first full pay period which follows June 1st and December 1st of each year.
4. Upon separaঞon of service from the City.
M. Fire Captain Assigned to Training OƯicer (Training Captain)
9 a. Assignment: The non-probationary Fire Captain that is assigned to the Training OƯicer position will be assigned to a flexible Forty (40) hour work week schedule as determined by the Fire Chief or Training / Operations Battalion Chief. The Training Captain will be assigned to the Training Battalion Chief. The assignment will be a rotational assignment as outlined below and may require additional time after normal business hours. For example, but not limited to, weekends, special events, attendance of meetings, giving presentations, call backs, or page-outs and shall be compensated as such, Section G.
Call Back Pay. This position will not be allowed to take the place of, used to save overtime, or backfill any line staƯ (56 hour work week) positions. The training oƯicer may be utilized as a logistical, planning, or operational assistant on an incident only if requested by Incident Command (IC).
b. Compensation: Line personnel (56 hour work week) who bid or who are assigned to the rotational position will receive a nine percent (9.00%) increase to the employee’s base salary for the duration of the assignment. Personal Time OƯ (PTO) banks will be maintained and accrual rates will be adjusted to a 40-hour accrual rate. Upon completion of the assignment accrual rates will return to the 56 hour accrual rate (Article 11. Leave)
c. Bidding Rotation: The position will be a rotational position utilizing Article 13 Section O Bidding Procedure for Local 3395. Further, the union reserves the right to augment the rotation through the “Meet and Confer” process involving the Fire Chief. The augmented section will be outlined below. Either of these two options will be evaluated by the need of the department.
d. Bidding Outlined: Subsequent the “Meet and Confer” process, the Training Captain will be either assigned to the position for one (1) year or bid of two (2) years. The two (2) year assignment will follow Article 13 Section O. Should the “Meet and Confer” process yield the need for a 1-year assignment, the bidding process will be as such: The least senior Captain oƯ probation will be assigned to the Training Captain role. The Fire Captain rank only will commence a bidding procedure as outlined in Article 13 Section O.
e. Term of Assignment: Assignments to the Training OƯicer (Training Captain) will not exceed four (4) consecutive years. In the event no interested members bid the position, the term may be extended.
The Fire Captain assigned to Training OƯicer (Training Captain) will need to return to the line (56 hour work week) for a minimum of two (2) years. Once on the line for a minimum of two (2) years, the Fire Captain may return and rebid for the assignment.
N. Compensation Study
10 City agrees to hire a third-party consultant to conduct a compensation study for all classifications covered under the HFFU MOU. City agrees to share the final draft of the compensation study with HFFU and to engage in the meet and confer process to discuss the findings of the report. City agrees to engage in the meet and confer process to discuss the findings of the report immediately upon receipt of the final draft of the report.
City will hire a consultant that completes the study as soon as possible and the two groups will meet as soon as the study is done, but no later than November 2024.
City and HFFU agree to survey the eight (8) agencies listed below. Then, once the compensation survey is completed, both parties agree to remove the agency with the top total compensation and remove the agency with the lowest total compensation from the list. The remaining six (6) agencies will then be used as comparable agencies for future bargaining.
Eight (8) Comparable Agencies To Be Studied:
1. Central Fire District of Santa Cruz County
2. City of Gilroy
3. City of Marina
4. City of Monterey
5. City of Paso Robles
6. City of Santa Cruz
7. City of Seaside
8. City of Watsonville
ARTICLE 6. INSURANCE
A. CalPERS Medical
1. Reঞree Insurance Benefit
The City shall pay two four hundred dollars ($200 $400) per month toward medical insurance for unit reঞrees that have earned a regular CalPERS service reঞrement a[er twenty (20) consecuঞve years of service or more to the City of Hollister. This benefit will be paid in addiঞon to the required CalPERS medical supplement unঞl the reঞree is Medicare eligible at which ঞme the benefit will cease.
2. Descripঞon
The City of Hollister Flexible Benefits Plan/Cafeteria Plan (hereina[er “Plan") is available to full-ঞme employees (hereina[er “Employees"). There will be three parঞcipaঞon levels as referenced under Secঞon [E]. Opঞonal benefits are listed below. Once an elecঞon is
11 made, it will remain in force unঞl the next open enrollment period. A Third Party Administrator (T.P.A.) fee will be paid by the employees that parঞcipate in the Plan.
B. Health Insurance Opঞons
The City shall provide employees with the choice of parঞcipaঞng in the Public Employees' Medical and Hospital Care Act (PEMHCA) program offered by CALPERS.
C. IRS Code Secঞon 125 Flexible Benefits/Cafeteria Plan
1. The City shall provide for unit members an IRS Code Secঞon 125 Flexible Benefits/Cafeteria Plan in accordance with all applicable state and federal laws and regulaঞons.
2. The City shall contribute towards the PEMHCA medical, dental and vision care plan amounts allocated in accordance with the City's IRS Code Secঞon 125 Flexible Benefits/Cafeteria Plan as specified below.
3. The City shall allocate specified amounts of "Flex Credits" to the employee's flexible benefit account. These amounts shall consist of the following:
a) The City will contribute the following dollar amount towards medical insurance, based on PEMHCA’s Plaঞnum Plan for Calendar year 2022.
b) For Calendar Year 2023, the City will increase its contribuঞon by the actual increase or an amount not to exceed 10%.
c) An amount equivalent to the City’s contribuঞon towards dental insurance. The required contribuঞon for employees elecঞng dependent coverage in accordance with Secঞon [E] below shall be excluded from this total.
d) An amount equivalent to the City’s contribuঞon towards vision insurance. The required contribuঞon for employees elecঞng dependent coverage in accordance with Secঞon [E] below shall be excluded from this total.
4. In the event that surplus Flex Credits are available, all Associaঞon Employees shall have the opঞon to allocate such Flex Credits to one or more of the following:
a) Union Employees’ Flexible Spending Account.
b) Roth Individual Reঞrement Account (IRA).
c) ICMA or City-authorized 457 Deferred Compensaঞon Plan.
If an Associaঞon Employee’s residual “Flex Credits” are reduced, the employee will have the responsibility to pay the contribuঞon no longer covered by the Surplus Flex Credits.
12 5. Employees who waive either dental and/or vision coverage shall have the opঞon to apply available flex credits towards the cost of any opঞonal premium listed in the respecঞve secঞons below. The cost of the opঞonal premium not covered by available flex credits shall remain the employee’s responsibility.
6. Employees who elect to waive any or all health coverage shall be subject to the terms and provisions described under Secঞon [J] below.
D. Terms for Health Care Parঞcipaঞon
Parঞcipaঞon and coverage in the medical, dental, and vision care plans shall be in accordance with the terms and condiঞons of the insurance carrier.
E. Health Care Contribuঞons
1. Employee-only Premium
The City shall contribute towards the medical, dental, and vision insurance plans an amount equal to the employee-only premium at the ঞme of adopঞon of this M.O.U. for each member of the unit Calendar Year 2022. The employee-only premium for medical insurance shall be based on plus the current PORAC monthly membership in accordance with Secঞon [C] above.
2. Employee Opঞon for Dependent Coverage
Starঞng Calendar Year 2022, for those employees who elect the opঞon for dependent coverage for medical, dental, and vision insurance plans, the City shall contribute monthly amounts equal to the employee plus one and employee plus family toward such dependent coverage in accordance with Secঞon [C] above plus the current PORAC monthly membership. This secঞon does not affect the current coverage for Calendar Year 2021.
F. Vision Insurance
The City shall provide a vision care insurance plan which is available to eligible unit members and qualified dependents during the term of this M.O.U.
The City shall offer vision care insurance for employees and qualified dependents as a pre-tax flexible benefit opঞon. Parঞcipaঞon and coverage shall be in accordance with the terms and condiঞons of the insurance carrier.
G. Dental Insurance
The City shall offer dental care insurance for employees and qualified dependents as a pre-tax flexible benefit opঞon. Parঞcipaঞon and coverage shall be in accordance with the terms and condiঞons of the insurance carrier.
13 H. Life Insurance
The City shall conঞnue to provide term life insurance, at its cost, through the CSFA Plan 2 for each member of the unit for the term of this M.O.U.
I. Long Term Disability Insurance
The City agrees to pay the premiums for the California State Firefighters associaঞon (CSFA) Long Term Disability insurance plan for each represented member of the unit for the term of this M.O.U.
J. Health Insurance Opt-out Waiver Cash Incenঞve Opঞon
1. Employees within this bargaining unit who elect not to parঞcipate in the City's health care insurance program will be compensated in an amount as follows:
$535 Employee Only
$1,075 Employee plus one
$1,380 Employee plus family
The compensaঞon will be based on the employer’s contribuঞon towards the premiums for the City's health plan at the level in which the employee was parঞcipaঞng (employee only, employee plus one dependent, employee plus two or more dependents) at the ঞme of waiving City insurance coverage in accordance with Secঞon [3] below. This cash amount will be paid as part of the employee's bi-weekly payroll.
2. Employees within this bargaining unit shall be eligible to elect not to parঞcipate in the City’s health care program only a[er parঞcipaঞng under the same level of the City’s health care insurance plan for a minimum period of one year immediately preceding the elecঞon.
3. Employees within this bargaining unit elecঞng not to parঞcipate in the City's health care insurance program must annually provide proof of medical insurance coverage in order to maintain payment under this waiver opঞon.
4. In addiঞon to the coverage opঞons specified under Arঞcle 6. Insurance of the Memorandum of Understanding between the City of Hollister and Hollister Firefighters Union, the following opঞonal health benefits shall be available to the employees of this bargaining unit.
K. Opঞonal Health Benefits
Employees that have elected to parঞcipate in a City offered medical plan can also elect to parঞcipate in the opঞonal benefits. If the employee has any surplus flex credits a[er making all elecঞons required to parঞcipate in the medical insurance, the employee can use that surplus toward opঞonal qualified insurance benefits or one or both of the pre-tax spending accounts. Employees that wish to parঞcipate in the opঞonal benefits plan, but do not have
14 any surplus credits, can elect to have pre-tax payroll deducঞons in an amount to cover the cost of their elecঞons.
Employees may pay the premiums for the following benefits on a voluntary basis:
- Medical Insurance
- Dental Insurance
- Vision Insurance
- Group Term Insurance up to $50,000 for Employees only - Accidental Death and Dismemberment Insurance
- Short Term Disability
- Cancer Insurance
- Supplemental Health Insurance
- Accidental Only Insurance
- Intensive Care Insurance
L. Flexible Spending Accounts (FSA's)
The City agrees to establish a pre-tax dependent care reimbursement account up to the maximum reimbursement allowed by law.
The City agrees to establish a pre-tax medical reimbursement account, up to two thousand five hundred dollars ($2,500) per year per employee.
M. Voluntary Life Insurance
The City shall offer a voluntary supplemental life insurance plan through the flexible benefits plan for pre-tax contribuঞons by the employees. Parঞcipaঞon and coverage shall be in accordance with the terms and condiঞons of the insurance carrier. Employees may also elect pre-tax payroll deducঞons to support other City sponsored voluntary supplemental insurance benefits.
N. Miscellaneous
The City of Hollister does not allow the employee to take the surplus credits in taxable cash.
For employees who elect not to parঞcipate in the group medical coverage offered by the City, the City will provide dental and vision coverage for the employee and his/her dependents at no cost to the employee.
ARTICLE 7. CAREER INCENTIVE PROGRAM
Unit members may qualify for and receive addiঞonal compensaঞon based on and subject to the following requirements and procedures:
A. Career Educaঞon Incenঞve Program
15 1. Unit members shall be eligible for addiঞonal compensaঞon of $100 per month upon successful compleঞon of probaঞon as a Hollister Firefighter and upon successful compleঞon of ten (10) semester units or 200 hours in Fire Science Curriculum or some equivalent job-related program in an approved class, lecture, seminar, etc. Units or instrucঞon in the Hazardous Materials Program and/or the Emergency Medical Technician Program, shall not be qualifying under this program.
2. Upon aainment of the $100 per month Career Incenঞve Program Premium, a unit member shall be required to successfully complete three (3) units in the fire science curriculum or sixty (60) hours of instrucঞon in an approved class, lecture, seminar, etc. within every 24 month period following the date they iniঞally qualified for the addiঞonal $100 per month compensaঞon in order to conঞnue to receive the addiঞonal $100 per month.
1. All unit members shall be eligible to receive an educaঞonal incenঞve for earning the credenঞals listed below, for a total maximum pay differenঞal of five percent (5.00%).
a. Bachelor’s Degree: 2.50%
b. Master’s Degree: 2.50%
c. CFSTES Company Officer: 2.50%
d. CFSTES Chief Fire Officer: 2.50%
2. To receive this educaঞon incenঞve pay differenঞal, the employee shall provide supporঞng documentaঞon in one of the following forms to Human Resources Division:
a. Copy of college transcripts (official or unofficial) b. Copy of college diploma(s)
c. Copy of applicable CFSTES cerঞficate(s)
B. Specialty Incenঞve Program
1. Employees described above, who successfully completed probaঞon as a Hollister Firefighter and who successfully completed the Hazardous Materials Technician/Specialist program, shall receive $100 per month for such ঞme as they hold and maintain the Hazardous Materials Technician/Specialist Cerঞficaঞon on a current basis and actually perform the duঞes.
2. EMT pay of $170 per month will be converted to a percentage and added to the base salary
ARTICLE 8. JOB RELATED DISABILITIES AND THE AMERICANS WITH
DISABILITIES ACT
A. Job Related Disabiliঞes
16 City agrees to comply with the Labor Code of the State of California for employees within this unit deemed disabled or temporarily disabled as a result and because of such job related injury which requires them to be absent from acঞve City service.
B. Americans with Disabiliঞes Act
The parঞes recognize that the City may be required to make accommodaঞons in order to carry out its obligaঞons under the Americans with Disabiliঞes Act (ADA). Some of the accommodaঞons may require acঞons which are contrary to the language or intent of exisঞng provisions of this agreement. The parঞes agree that such accommodaঞon relaঞng to ADA shall not consঞtute a "past pracঞce" or waiver by either party of its right to fully enforce such provisions in the future with regard to persons not subject to the protecঞons of the ADA.
The parঞes recognize that circumstances surrounding ADA compliance in individual cases may involve maers which are personal and require the utmost confidenঞality. Specifics of an individual case may not be divulged by the City. Prior to taking acঞon, the City shall noঞce the Union of a proposed accommodaঞon, as it may apply to the working condiঞons of the unit, and shall give the Associaঞon opportunity for input. Acঞons taken by the City under this Arঞcle shall not be subject to the grievance procedure.
ARTICLE 9. UNIFORM ALLOWANCE AND SAFETY EQUIPMENT
A. Uniform Allowance
1. New employees represented by this unit, shall be provided an iniঞal uniform clothing issue of three (3) shirts, three (3) pairs of pants, one (1) belt, one (1) jacket, one (1) name tag, and one (1) pair of CAL-OSHA approved steel-toed boots.
2. The City agrees to provide each represented employee of the unit with a uniform allowance of eight hundred fi[y dollars ($850) annually. This clothing allowance shall be paid in twenty-four (24) equal installments. Clothing damaged in the line of duty shall be repaired or replaced at City expense. Replacement shall be done on the basis of depreciaঞon subject to City and employee expense. If agreement cannot be reached between City and the employee on value, a third party shall be used to determine depreciaঞon of any garments.
3. The purchase of Class [A] Dress Uniforms shall by at the unit member's sole expense.
B. Safety Equipment
The City agrees to conঞnue to provide all necessary protecঞve clothing; CAL-OSHA approved steel-toed boots, safety equipment and devices for represented members of this unit. In addiঞon, the City shall comply with all applicable State laws regarding damage and loss of uniforms and/or personal equipment.
ARTICLE 10. GRIEVANCE PROCEDURE
17 This grievance procedure shall be the sole and exclusive procedure for resolving grievances filed by employees covered by the M.0.U.
A. Definiঞon
A grievance is a claimed violaঞon, misapplicaঞon or misinterpretaঞon of a specific provision of this agreement which adversely affects the grievant.
B. Stale Grievance
A grievance shall be void unless filed in wriঞng within fi[een (15) calendar days from the date upon which the City is alleged to have misinterpreted or misapplied this agreement, or with fi[een (15) calendar days from the ঞme an employee might reasonably have been expected to have learned of the alleged misinterpretaঞon or misapplicaঞon. Such discovery period shall not exceed 180 days regardless of the date of discovery. In no event shall a grievance include a claim for money relief for more than the fi[een (15) day period plus such reasonable discovery period.
C. Informal Discussion with Employee's Supervisor
Before proceeding to the formal grievance procedure, an employee shall discuss his/her grievance with his/her immediate supervisor in private and aempt to work out a saঞsfactory soluঞon. Any soluঞon reached at this level must be confirmed in wriঞng by the Personnel Officer to assure compliance with this agreement before it has any binding effect.
D. Formal Wrien Grievance to Employee's Supervisor
If the employee chooses to formally pursue his/her grievance, he/she or his/her representaঞve shall present the wrien grievance to his/her immediate supervisor within seven (7) calendar days a[er the date upon which the grieving employee informally discusses the grievance with the supervisor. (In the event a group grievance is formally submied by the recognized employee organizaঞon, its iniঞal submission will be to the department head and subsequent steps will be followed as outlined in this secঞon.) The formal wrien grievance shall specify the provisions of this M.O.U., the City Personnel Rules or Department Rules alleged to have been misinterpreted or misapplied; the remedy sought; and such other specific dates, ঞmes, places and persons and other facts necessary to derive a clear understanding of the maer being grieved. The immediate supervisor shall return a copy of the wrien grievance to the employee with the supervisor's answer thereto in wriঞng within seven (7) calendar days from receipt of the formal wrien grievance. The grieving employee shall have seven (7) calendar days from the receipt of the supervisor's wrien response or from the date of the Personnel Officer's wrien confirmaঞon or non-confirmaঞon (whichever is later) to file an appeal to the next level.
E. Grievance to Department Head/City Manager
The department head or the City Manager, if the department head was the grievant’s immediate supervisor, shall have seven (7) calendar days in which to review and answer the grievance in wriঞng. Unless waived by mutual agreement of the employee or his/her
18 representaঞve and the department head or City Manager, a meeঞng is required at this level and the employee and his/her representaঞve shall have the right to be present and parঞcipate in such a meeঞng. The ঞme limits at this level may be extended by mutual agreement between the department head or City Manager and the employee or his/her representaঞve.
F. Waiver of Appeal Steps
If the grievance is not resolved a[er the immediate supervisor has answered it in wriঞng, the grievant(s) and the department head may, by mutual agreement, waive review of the grievance at Step [E] and proceed to present the grievance to the City Manager.
G. Advisory Fact Finding of Grievances
In the event the grievance is not resolved by the City Manager, the recognized employee organizaঞon may within fi[een (15) calendar days a[er receipt of the decision of the City Manager, request that the grievance be heard by a Fact Finder.
H. Selecঞon of a Fact Finder
The fact finder shall be selected by mutual agreement between the City and the Associaঞon.
If the parঞes are unable to agree on the selecঞon of a fact finder, they shall jointly request the State Mediaঞon and Conciliaঞon Service to submit a list of five (5) qualified Fact Finders. The City and the grievant, or his/her representaঞve, shall then alternately strike names from the list unঞl only one name remains, and that person shall serve as Fact Finder.
I. Duty of Fact Finder
Except when an agreed statement of facts is submied by the parঞes, it shall be the duty of the fact finder to hear and consider evidence submied by the parঞes and to therea[er make wrien findings of fact and a proposed disposiঞon of the grievance which shall be advisory in nature.
The proposed disposiঞon shall be based solely on the interpretaঞon of the applicable provisions of the M.0.U. and other personnel rules if applicable to the grievance, and he/she shall not add to, subtract from, modify or disregard any of the terms or provisions of the M.O.U. or such rules.
J. Payment of Costs
Each party to a hearing before a Fact Finder shall bear its own expenses in connec ঞon therewith. All fees and expenses of the fact finder shall be borne one-half by the City and one-half by the grievant. If the City does not implement the proposed disposiঞon of the grievance made by the Fact Finder, the City shall pay all fees and expenses of the Fact Finder.
K. Effect of Failure Of Timely Acঞon
19 Failure of the employee(s) to file an appeal within the required ঞme period at any level shall consঞtute an abandonment of the grievance. Failure of the City to respond with the ঞme limit at any step shall result in an automaঞc advancement of the grievance to the next step.
ARTICLE 11. LEAVE
The City shall conঞnue the current sick leave, bereavement leave, family sick leave, emergency leave and vacaঞon rules as defined in this arঞcle for the term of this M.O.U .
A. Sick Leave
Employees represented by this bargaining unit who are assigned to work a twenty-four (24) hour shi[ shall accumulate Sick Leave at the rate of eleven point two-five (11.25) hours per month. The use of Sick Leave shall be on an hour-for-hour basis. An employee may return from Sick Leave at any ঞme during his/her working shi[ at the discreঞon of the City.
B. Bereavement Leave
Bereavement Leave is a separate paid leave which is available to all employees at the ঞme of death or funeral of a member of the employee's immediate family as defined below:
Wives/Husbands Grandparent(s) Aunts
Children Grandchildren Uncles
Step Children Mothers-in-law Nieces
Fathers Fathers-in-law Nephews
Mothers Sisters-in-law Legal Guardians
Brothers Brothers-in-law Domestic Partner
Sisters Grandparents-in-law
Bereavement Leave shall not exceed 24 hours for the death of a member of the employee's immediate family. The employees shall have the opঞon to use up to an addiঞonal 48 hours from his/her regular Sick Leave accumulaঞon for Bereavement Leave, when necessary.
C. Family Sick Leave - Within Exisঞng Benefit
An employee may be granted up to a total of 48 hours of Sick Leave in a twelve (12) month period for the purpose of caring for a husband, wife, children (including stepchildren or foster children), domesঞc partner, or any other person living in the same household as the employee.
D. Emergency Sick Leave - Within Exisঞng Benefit
An employee may be granted leave chargeable to Sick Leave for the purpose of responding to members of the immediate family's emergency or illness or injury. Definiঞon of immediate family is the same as defined in Subsec ঞon B. above.
20 E. Vacaঞon
Each employee in the bargaining unit shall accumulate vacaঞon with pay based on the following:
0 through 5 Years 5 Working Shi[s
6 through 10 Years 7 Working Shi[s
Over 10 Years 10 Working Shi[s
1. Maximum Accrual
Bargaining unit employees may only accumulate a maximum of fourteen (14) shi[s (336 hours) or 30 days (240 hours) for 40 hour a week unit employees of vacaঞon without the authorizaঞon of the City Manager.
Accumulated vacaঞon ঞme of more than eighteen (18) shi[s (432 hours) or 38.5 days (308.5 hours) for 40 hour a week unit employees requires prior wrien authorizaঞon by the City.
Any Bargaining Unit Employee who either terminates or reঞres from the City shall be compensated for a maximum of fourteen (14) shi[s (336 hours) or 30 days (240 hours) for 40 hour a week unit employees at the employee' s hourly rate of pay at the ঞme of reঞrement from City service.
2. Vacaঞon Conversion to Cash
Unit Employees may cash out vacaঞon leave hours in the increments of ten (10) hours as long they maintain a minimum balance of 240 hours, it has been budgeted, and must have the City Manager's Approval. Compensaঞon for vacaঞon leave cashed out will be made at the employee's base rate of pay at the ঞme of cash out. Request for payment of vacaঞon ঞme shall be made in wriঞng to the Finance Department at least thirty (30) days in advance. Payments of cashed-out vacaঞon leave will be made on the first full pay day which follows the end of the thirty (30) day advance. This payment will be made in the regular payroll check issued for that pay period.
F. Leave
Scheduled ঞme off will include (Vacaঞon, Holiday, and Compensatory ঞme) and will be limited to three (3) personnel off per shi[. Personnel must submit a formal request forty-eight (48) hours prior to the date that is being requested for ঞme off. Scheduled ঞme off does not include sick leave, worker’s compensaঞon, special assignments, or any unfilled posiঞons. The above stated shall apply to the ranks of Captain, Engineer, and Firefighter. Staffing is currently eleven (11) personnel per day, as addiঞonal personnel are hired the number of alloed personnel off may need to increase.
ARTICLE 12. WORKING HOURS
21 The City and the Union agree that the number of hours of duty shall be an average of fi[y-six hours per week. The shi[s shall be designated "A'', "B", and "C". Each working shi[ shall be of twenty-four hour duraঞon and shall commence at 0800 Hours and terminate at 0800 Hours the following day. The City shall be responsible for posঞng the work schedule.
Those Members of the Bargaining Unit will be excluded from a 56 hour per week when assigned to a temporary 40 hour work schedule for one (1) year.
For purposes of determining Fair Labor Standard Act (FLSA) overঞme the City shall use a twenty- four (24) day work period. This Fair Labor Standard Act (FLSA) work period shall remain in effect unঞl changed by City resoluঞon.
The Union and City agree that the normal shi[ for the Department will be known as the 4/6 schedule. Any personnel required to change shi[s will rotate duty in such a manner so that the cycling will be completed in a twenty-eight (28) day period.
Paid Vacaঞon Leave, paid Compensatory Time-off, and the first thirty (30) calendar days (or 10 shi[s, whichever occurs first) of said Sick Leave shall count as hours worked for the purpose determining overঞme eligibility and enঞtlement pursuant to the provisions for the Fair Labor Standard Act (FLSA). Paid Sick Leave beyond thirty (30) calendar days (or 10 shi[s, whichever occurs first) and any disability leave (such as 48/50 ঞme, etc.) and any unpaid ঞme shall not count as ঞme worked for purposes of determining enঞtlement for overঞme.
48/96 Schedule Study
City agrees to hire a third-party consultant to study the feasibility of a 48/96 schedule at the Hollister Fire Department. City agrees to share the final dra[ of that study with HFFU. City agrees to engage in the meet and confer process to discuss the findings of the report immediately upon receipt of the final dra[ of the report. City will hire a consultant that completes the study as soon as possible and the two groups will meet as soon as the study is done, but no later than November 2024.
ARTICLE 13. MISCELLANEOUS
A. Residency
Unit employees hired a[er raঞficaঞon of this M.0.U. shall within eighteen (18) months of employment, be required to move within ninety (90) driving minutes of the City of Hollister city limit. Upon request, the "Residency Limit" Period of an employee of this unit may be extended by the Department Head, for a reasonable period, not to exceed three (3) months.
B. Professionalizaঞon
1. Unit members shall be required to perform all duঞes related to the Hollister Fire Service as determined by the Department Head and with reference to the job descripঞon.
Related duঞes shall include rouঞne maintenance and repair of fire staঞon and equipment and care of staঞon grounds.
22 2. All Fire Captain appointments shall require and must maintain a valid Fire Officer Cerঞficaঞon.
3. All unit employees shall possess a valid Emergency Medical Technician (EMT) Cerঞficaঞon.
4. All unit employees shall parঞcipate in a Departmental-sponsored physical fitness program a minimum of one (1) hour per shi[.
C. Bulleঞn Board
During the term of the agreement, the City of Hollister shall provide space for the installaঞon and maintaining of bulleঞn boards in convenient places at each staঞon and work area by employees of the Fire Department of the City of Hollister for use by the Hollister Firefighters Union. The Union shall limit its posঞng of noঞces and bulleঞns to such bulleঞn boards. Any such noঞces or bulleঞns need not be approved by the City of Hollister
D. Payroll Deducঞon Of Dues
The City, upon receipt of a signed payroll authorizaঞon, agrees to deduct, biweekly, dues in an amount cerঞfied to be current by the Union. The total amount of such deducঞons shall be remied, one each month, by the City to the Union.
E. Shi[ Exchanges
During the term of the agreement, employees of the Fire Department of the City of Hollister, upon wrien request and wish consent of the City, may exchange shi[s, provided, however, that such exchange does not interfere with the operaঞon of the Fire Department of the City of Hollister. Approval or denial with reasons thereto shall be ঞmely given in wriঞng.
F. Minimum Staffing Provisions
The following provisions shall apply for the Hollister Fire Department:
The minimum staffing standard shall be provided for in the Hollister Fire Department's operaঞng policy. In the event call back is exhausted and a replacement person is not found, the on duty, paid professional, career employee Firefighter shall remain on duty unঞl a paid professional, career employee Firefighter can return to work.
Any ঞme a[er normally scheduled work hours shall be paid at ঞme and one half. This ঞme may be paid or taken as CTO at the employee's request.
During special events, Bargaining Unit work will be offered to Career-paid Professional Firefighters before engaging others.
23 G. Unit Staffing
Whenever possible, apparatus will be staffed by three (3) professional Firefighters. However; this does not establish Mandatory Minimum Staffing Levels.
A Unit will be defined as Captain, Engineer, and Firefighter.
H. Payroll Direct Deposit
The City will conঞnue to offer and strongly encourage the use of the opঞonal City wide direct deposit for payroll checks. Upon submiমng a deposit slip and voided personal check, and compleঞng the necessary authorizaঞon forms, direct deposit will be implemented.
I. Sick Leave Conversion to Cash
Eligible unit employees may convert a percentage of accrued, unused Sick Leave to cash at death or reঞrement from City employment. The provisions for this policy are as follows:
1. Employees of this unit may not "cash out" or be compensated for any of the first 240 hours of Sick Leave accrued.
2. Any current employee of this unit having completed 10 years of conঞnuous service with the City and who reঞres from City service by filing for Service Reঞrement with CalPERS, will be compensated for 50% of accrued, unused Sick Leave in excess of 240 hours at the hourly rate of pay at the ঞme of reঞrement from City service.
3. The surviving spouse, beneficiary(s), dependent(s) or estate of any current employee of this unit who has completed 10 years of conঞnuous service with the City and dies while employed by the City prior to reঞrement, will be compensated for 50% of accrued, unused Sick Leave in excess of 240 hours at the employee's hourly rate of pay at the ঞme of death.
4. Any current employee of this unit having completed 10 years of conঞnuous service with the City and having an unused Sick Leave accrual balance exceeding 500 hours may, at their opঞon, "cash out" up to a maximum of 135 hours (12 days) of unused Sick Leave annually as long as the "cashed out" hours do not diminish the unused Sick Leave accrual balance to an amount less than 500 hours.
5. Compensaঞon for unused, accrued Sick Leave will be made at the employee's rate of pay at the ঞme of "cash out". Requests for payment of unused Sick Leave as described herein, shall be made in wriঞng to the Finance Department at least 30 days in advance of June 1st and December 1st of each year.
6. Payments of "cashed out" unused Sick Leave will be made on the first pay day which follows June 1st and December 1st of each year. Payment for unused Sick Leave shall be made in the regular payroll check issued for that pay period.
24 J. Physical Fitness and Wellness Program
The City shall conঞnue to work with the Union during the budgetary process of each Fiscal Year under the term of the M.O.U. to idenঞfy possible funds for maintaining safe and adequate physical fitness equipment to meet the Fire Department sponsored Physical Fitness and Wellness Program requirements. This program shall be incorporated into the "Wellness and Loss Prevenঞon" Program currently under development by the City's Risk Management Office.
K. Tuiঞon Reimbursements
The City will reimburse Union members up to Thirty-Five Hundred dollars ($3,500) per fiscal year for tuiঞon reimbursements.
L. New Employee Orientaঞon
During New Employee Orientaঞon, the bargaining unit will be allowed a total of fi[een (15) minutes at the end of the orientaঞon to provide a presentaঞon when new employees of this unit are present and for those who wish to stay.
M. Order of Layoff
1. The order of layoff of employees within a class or classes subject to layoff shall be:
a. Part-ঞme or Paid Call Firefighter (PCF) Employees
b. Probaঞonary Employees
c. Permanent Employees
2. Order of layoff of probaঞonary and permanent employees shall be according to seniority with the employee(s) having lowest seniority to be laid off first.
3. In the Event of layoffs the Volunteer Program will be disconঞnued
N. Re-employment
1. Employees demoted in lieu of layoff shall have a priority right to return to their prior classificaঞon and pay grade without having to retest for said classificaঞon
2. Employees laid off shall have the right to be reinstated to that prior classificaঞon and pay graded at the ঞme of layoff. This right shall remain in effect for three (3) years from the date of separaঞon.
4. All members who leave the City's employment and return to the City within eighteen (18) months will be placed on three (3) month probaঞon with regard to:
25 a. Le[ the City in Good Standing
b. Achieved at least "saঞsfactory" marks on their last evaluaঞon with the City of Hollister.
c. Retain the benefit package which said employee le[ with
d. Loss of seniority
5. A sworn Career Full Time member who leaves in good-standing from the City of Hollister Fire Department must submit an applicaঞon within eighteen (18) months of separaঞon.
The said member will not be required to test or submit to an oral board. However, the said member must have all minimum requirements for the posiঞon.
O. Bidding Procedure for Local 3395
The shi[ bids will be effecঞve for two (2) years and will take effect on the first full pay period in January of the following year. Shi[ Bid process will be voted on every two (2) years to give the membership the opঞon of a full rebid. All union Members will be noঞfied by email/ text of the date bids will occur. Noঞficaঞon of bid date will also be posted at each staঞon on the union bulleঞn board.
The shi[ bid process will take place the following Monday a[er November union meeঞng.
The Union President (or his/her designee) and Vice-president (or his/her designee) will be the representaঞves of the Union and facilitate the process with the Fire Ch ief. Union Members shall submit their bid request to the above stated union representaঞves no later than the day before the bid process.
Order of bidding is as follows:
1. Captains – (by seniority in rank)
2. Engineers – (by seniority in rank)
3. Firefighters – (by seniority in rank)
(Firefighters must complete probaঞon before having the right to shi[ bid)
Permanent vacancies that occur as a result of reঞrement, promoঞon, terminaঞon, etc. will go out for bid by seniority within that rank.
ARTICLE 14. MAINTENANCE OF OPERATIONS
The Union agrees that during the term of this M.O.U. and for the period of ঞme necessary for the meet and confer process to conclude a successor M.O.U., neither the Union, nor any representaঞve acঞng on its behalf, will cause, authorize, engage in, condone or sancঞon a strike, sick-in, work stoppage, slow down, pickeঞng (other than informaঞonal pickeঞng on the employees' own ঞme), concerted of individual failure to report for duty, unauthorized absence,
26 including compliance with a request of another unit's labor organizaঞon to engage in or honor such acঞviঞes against the City, or any acঞvity by any other euphemism known which results in less than the full and faithful performance of any duঞes of employment.
If the City determines that the Union has engaged in any acঞvity menঞoned above, the City may order the forfeiture of all rights and privileges, or any porঞon thereof, of the Union.
If the City determines that an employee has engaged in any acঞvity above, the employee may be subject to disciplinary acঞon up to and including discharge from City service.
ARTICLE 15. PREVAILING M.O.U.
In the event of a conflict between a specific provision of this M.0.U. and a wrien rule, regulaঞon, or soluঞon of the City or any of its divisions, the terms of the M.O.U. shall prevail and said wrien rule, regulaঞon, or resoluঞon shall be physically amended to conform to the specific provisions of this M.O.U.
ARTICLE 16. UNION BUSINESS
Employees elected as representaঞves of the Union shall be granted a maximum of three (3) days leave during the fiscal year, based upon need, without loss of pay, for Union business to include, but not be limited to, aendance at convenঞons, conferences and seminars. The release from duty shall be at the discreঞon of the City so as not to adversely affect staffing schedules. Two (2) members of the Negoঞaঞng Commiee shall be allowed ঞme off, without loss of pay, for the purpose of meeঞng and conferring regarding a successor agreement to this M.O.U.
ARTICLE 17. DRUG FREE WORKPLACE POLICY
The City's Drug Free Workplace Policy, City Personnel Rule 2.05, adopted by Resoluঞon 92-116 (August 3, 1992), is incorporated by reference into this Memorandum of Understanding.
ARTICLE 18. SAVINGS CLAUSE
If any arঞcle or secঞon of this M.O.U. should be found invalid, unlawful or unenforceable by reason of any exisঞng or subsequent enacted legislaঞon or by judicial authority, all other arঞcles and secঞons of this M.O.U. shall remain in full force and effect for the duraঞon of this M.O.U. In the event of invalidaঞon of any arঞcle or secঞon, the City and the Union agree to meet within thirty (30) days for the purpose of meeঞng and conferring upon said arঞcle or secঞon.
ARTICLE 19. PROMOTIONAL PROBATION
All employees who are promoted to a higher rank will be on probaঞon for 12 months. The Chief or his/ her designee will conduct a quarterly evaluaঞon of the newly promoted employee. The decision to grant permanent status will be determined following the final job related performance evaluaঞon.
27 ARTICLE 20. LABOR AND MANAGEMENT COMMITTEE
The City and Union agree that the City Administraঞon and the Union will establish a Labor and Management Commiee to address issues which are not covered by the Secঞons 3500-3510 of the Government Code of the State of California, otherwise known as the Meyers-Milias-Brown Act.
ARTICLE 21. LAYOFF POLICY
Uঞlizing the newly formed Management Commiee, the Commiee, the Administraঞve Services Department, and the City Manager will develop a Departmental Layoff Policy to be submied for review and approval to the City Council.
ARTICLE 22. BIDDING SYSTEM
The City and the Union agree that the Administraঞon and the Union will meet within six (6) months of raঞficaঞon of the M.O.U. to develop a bid system policy to cover all posiঞons that are represented by the Union.
The Fire Chief, or his/ her designee, shall iniঞate personnel assignments and transfers to balance platoon or division strength, fill permanent or temporary vacancies, and provide required training to individual personnel. Such assignments will be based on seniority, except where career development, training, special assignments, skills and documented performance issues are specifically idenঞfied in wriঞng, management may make assignments based on such issues. For purpose of this arঞcle, seniority shall be computed from the date of entry into the current classificaঞon.
ARTICLE 23. DISCIPLINARY APPEAL PROCEDURES
A. Purpose and Applicability
1. The disciplinary appeals procedures set forth herein are adopted pursuant to Government Code secঞon 3254.5 of the Firefighter s Procedural Bill of Rights Act.
2. These disciplinary appeals procedures supersede and replace the Hollister Fire Department’s Manual of Operaঞons, Code 1-8-2, Secঞon 2.09, “DUE PROCESS and APPEAL for all disciplinary acঞons commenced a[er the date of execuঞon of this agreement and for any disciplinary acঞon with charges based on events and circumstances involving the Firefighter’s performance of his or her official duঞes.
3. These procedures apply to all non-probaঞonary Firefighters. Probaঞonary employees and at-will employees shall not have rights to the procedures in this policy.
4. For disciplinary charges based on events and circumstances not involving the Firefighter’s performance of his or her official duঞes, any disciplinary appeal will be according to the
28 City’s Personnel System Rules and Regulaঞons, if an appeal is required pursuant to those Rules and Regulaঞons.
B. Definiঞons
1. The term “Firefighter” means a public safety employee who is considered a “Firefighter” under Government Code secঞon 3251 (a).
2. The term “puniঞve acঞon” is defined by Government code secঞon 3251(c), as may be amended from ঞme to ঞme, and is currently defined as “any acঞon that may lead to dismissal, demoঞon, suspension, reducঞon in salary, wrien reprimand, or transfer for purposes of punishment.” The term “puniঞve acঞon” is limited to charges based on events and circumstances involving the Firefighter’s performance of his or her official duঞes.
C. Informal Hearing for Appeal of a Lesser Puniঞve Acঞon
Pursuant to Government Code secঞon 11445.20, the following informal hearing procedure shall be uঞlized for an appeal by a Firefighter of a puniঞve acঞon not involving a discharge, demoঞon, unpaid suspension, or reducঞon in base salary (examples: wrien reprimand, transfer for purposes of punishment without reducঞon in base salary, etc.).
1. No Pre-Disciplinary Noঞce: A Firefighter facing puniঞve acঞon not involving a discharge, demoঞon, unpaid suspension, or reducঞon in base salary (examples: wrien reprimand, transfer for purposes of punishment without reducঞon in base salary, etc.) will not receive prior noঞce or an opportunity to be heard before discipline is imposed.
2. Noঞce of Appeal: Within seven (7) calendar days of the effecঞve date of a lesser puniঞve acঞon subject to this informal hearing procedure, the Firefighter shall ac ঞon. The Noঞce of Appeal shall specify the acঞon being appealed and the substanঞve and procedural grounds for the appeal.
3. Noঞce of Hearing: Within fourteen (14) calendar days of the City’s receipt of the Firefighter’s Noঞce of Appeal, the Fire Chief or his/her designee shall erve the Firefighter with a Noঞce of Hearing that indicates the City has chosen to proceed according to the informal hearing process outlined herein. The Noঞce of Hearing shall state the ঞme and place of the informal hearing. A copy of this informal hearing procedure shall be aached to the Noঞce of Hearing.
4. Presiding Officer: In an informal hearing, the Fire Chief or his/her designee shall be the Hearing Officer. The Fire Chief or his/her designee shall conduct the informal hearing in accordance with these procedures. The determinaঞon of the Fire Chief shall be final and binding. If the Fire Chief cannot serve as the hearing officer because of actual bias, prejudice or interest as defined by Government Code secঞon 11425.40, then the City Manager or his/her designee shall serve as the Hearing Officer. In such cases, the determinaঞon of the City Manager shall be final and binding.
29 5. Burden of Proof: The employer shall bear the burden of proof at the hearing or not, as follows:
a. If the acঞon being appealed involves allegaঞons originaঞng from a licensing or cerঞfying agency as defined in the Firefighter s Procedural Bill of Rights Act, the limited purpose of the hearing shall be to provide the Firefighter the opportunity to establish a record of the circumstances surrounding the acঞon.
b. If the puniঞve acঞon involves charges of misconduct that the City has originated, the City shall have the burden of proving the following: (1) by a preponderance of the evidence, the facts which form the basis for the charges occurred; and, (2) that the level of penalty was reasonable under the circumstances.
6. Conduct of Hearing
1) The formal rules of evidence do not apply, although the Presiding Officer shall have discreঞon to exclude or limit evidence which is incompetent, irrelevant or cumulaঞve, or the presentaঞon of which will otherwise consume undue ঞme. The Presiding Officer may limit the use of witnesses, tesঞmony, evidence and argument. There is no right of intervenঞon, discovery, or prehearing conferences.
2) The parঞes may present opening statements.
3) The parঞes may present evidence through documents and tesঞmony.
a) Witnesses shall tesঞfy under oath.
b) Subpoenas may be issued pursuant to Government Code secঞons 11450.05- 11450.50.
c) The parঞes are not enঞtled to confront and cross-examine witnesses.
4) Following the presentaঞon of evidence, if any, the parঞes may submit oral and/or wrien closing arguments for consideraঞon by the Presiding Officer.
7. Recording of the Hearing: If the puniঞve acঞon is City-originated and involves the loss of compensaঞon, then the hearing shall be stenographically recorded by a cerঞfied court reporter. Otherwise, the hearing may be tape recorded. The per diem cost of the court reporter shall be equally borne by the parঞes. The cost to receive a transcript of the hearing shall be borne by the party requesঞng the transcript.
8. Representaঞon: The Firefighter may be represented by a representaঞve or aorney of his or her choice at all stages of the proceedings. All costs associated with such representaঞon shall be borne by the Firefighter.
9. Decision: The decision shall be in wriঞng pursuant to Government Code secঞon 11425.50. The decision shall be served by first class mail, postage prepaid, upon the
30 Firefighter as well as his/her aorney or representaঞve, shall be accompanied by an affidavit or cerঞficate of mailing, and shall advise the Firefighter that the ঞme within which judicial review of the decision may be sought is governed by Code of Civil Procedure secঞon 1094.6.
D. Formal Hearing Procedure For Appeal Of a Puniঞve Acঞon Involving Discharge, Demoঞon, Unpaid Suspension of Greater than 48 Hours, or Reducঞon in Base Salary
1. Applicability: The formal hearing procedure applies only to a puniঞve acঞon at the level of discharge, demoঞon, unpaid suspension, or reducঞon in salary. The term “puniঞve acঞon” applies only to charges based on events and circumstances involving the Firefighter’s performance of his or her official duঞes.
2. Noঞce of Discipline as Accusaঞon: The Final Noঞce of Discipline, which may be issued at the conclusion of any pre-disciplinary procedures, shall serve as the Accusaঞon as described in Government Code secঞons 11500, et seq. Pursuant to Government Code secঞon 3254(f), the discipline shall not be effecঞve sooner than 48 hours a[er issuance of the Final Noঞce of Discipline. The Final Noঞce of Discipline shall be prepared and served in person or by registered mail. Pursuant to Government Code secঞon 11505, subdivision (b), the Final Noঞce of Discipline shall include the language provided in the statute to advise the employee of his or her right to request a hearing by filing a Noঞce of Defense as provided in Government Code secঞon 11506. The Final Noঞce of Discipline will be accompanied by a “Noঞce of Defense” for such purpose. Two (2) copies of Secঞons 11507.5, 11507.6, and 11507.7 of the Government Code shall be provided to the Firefighter concurrently with the Final Noঞce of Discipline.
3. Noঞce of Defense: In accordance with Government Code secঞon 11506, if the Firefighter intends to appeal the puniঞve acঞon, within fi[een (15) calendar days a[er service of the Final Noঞce of Discipline on the Firefighter as set forth above, the Firefighter shall the.
The Noঞce of Defense must be signed by either the Firefighter or on his or her behalf, and must include the mailing address of the Firefighter and/or his or her representaঞve.
Failure to file a ঞmely Noঞce of Defense consঞtutes a waiver of the Firefighter’s right to a hearing.
4. Amended or Supplemental Materials: Pursuant to Government Code secঞons 11507 and 11516, at any ঞme before or a[er the case is submied for decision, the City may file an amended or supplemental Accusaঞon. All parঞes must be noঞfied of the amended or supplemental Accusaঞon.
5. City Manager as Personnel Officer: Pursuant to City Council Resoluঞon No. 2020-18, the City Manager, or his or her designee, as the City’s Personnel Officer, will act for the City in all aspects of the disciplinary appeal process.
6. Administraঞve Law Judge: Every hearing shall be presided over by administraঞve law judge(“ALJ”) on staff of the State Office of Administraঞve Hearings. In each case, the Personnel Officer will decide, pursuant to Government Code secঞons 11512 and 11517, whether the Personnel Officer will hear the case originally with the assistance of an ALJ
31 presiding, or whether the ALJ will originally hear the case alone and provide a proposed decision to the Personnel Officer.
When the Personnel Officer hears the case originally, the ALJ shall preside at the hearing, rule on the admission and exclusion of evidence, and advise the Personnel Officer on maers of law; the Personnel Officer shall exercise all other powers relaঞng to the conduct of the hearing but may delegate any or all of them to the ALJ. When the ALJ alone hears a case, he or she shall exercise all powers relaঞng to the conduct of the hearing. In conducঞng the hearing, the ALJ shall follow the evidenঞary standards described in secঞon 11513 of the Government Code.
7. Time and Place of Hearing: Pursuant to Government Code secঞon 11508, the Personnel Officer will consult with the Office of Administraঞve Hearings and will select a ঞme and locaঞon for the hearing.
8. Noঞce of the Hearing: Noঞce of the hearing shall be provided to the parঞes pursuant to Government Code secঞon 11509. The City will mail or deliver a wrien noঞce of the hearing with the informaঞon required by Government Code secঞon 11509, no later than 10 days prior to the hearing.
9. Recording of the Hearing: The appeal proceedings shall be reported by a stenographic reporter. However, upon the consent of all the parঞes, the proceedings may be reported electronically.
10. Decision: The final decision will be reduced to wriঞng, include a statement of the factual and legal basis for the decision, and shall be final and binding on the parঞes. The decision will be filed as a public record. The Personnel Officer’s wrien decision shall be served by first class mail, postage prepaid, upon the Firefighter as well as his/or her aorney or representaঞve. It shall be accompanied by an affidavit or cerঞficate of mailing. Finally, the Personnel Officer shall advise the Firefighter that the ঞme within which judicial review of the decision may be sought is 90 days from the date of mailing, as governed by Code of Civil Procedure secঞon 1094.6.
ARTICLE 24. TERM AND REOPENER
The term of this Memorandum of Understanding shall commence on July 1, 2021 2024 and shall expire June 30, 2024 2025, unless otherwise agreed to by both parঞes. It is also agreed to by both parঞes to iniঞate the "Meet and Confer" Process in a ঞmely fashion, exchanging wrien proposals at least thirty (30) days prior to the terminaঞon of this agreement.
ARTICLE 25. INTEREST-BASED BARGAINING AND VACANCIES
A. Vacancies
The City and HFFU agree to continue their commitment to interest-based bargaining where the groups work collaboratively and prioritize durable outcomes that are mutually beneficial to both
32 parties. To that end, both parties agree to continue conversations about recruitment activities and the filling of vacancies for classifications covered by HFFU. If the parties cannot come to an agreement, both parties agree to utilize a mediator to help facilitate conversations about these topics.
33 City of Hollister Hollister Firefighters Union (HFFU)
David Mirrione, City Manager Josh Buzzea, HFFU Negoঞator
Casey Estorga, City Negoঞator Vince Grewohl, HFFU Negoঞator
Mary Lerner, City Negoঞator Andrew Henderson, HFFU Negoঞator
Robert Lomeli, City Negoঞator John Parrinello, HFFU Negoঞator
Taylor Sieman, HFFU Negoঞator
Tony Spitaleri, HFFU Negoঞator
STAFF REPORT
HOLLISTER CITY COUNCIL
MEETING DATE: June 18, 2024
REPORT # Police-2024-04
AGENDA ITEM: A RESOLUTION APPROVING AN AGREEMENT WITH
MOTOROLA SOLUTIONS FOR BODY CAMERAS AND IN CAR VIDEO SYSTEMS
DEPARTMENT: Police
DEPARTMENT HEAD: Carlos Reynoso, Police Chief
STAFF CONTACT: Carlos Reynoso, Police Chief
RECOMMENDED ACTION: Adopt a resolution authorizing the City Manager to sign an agreement with Motorola Solutions to replace body cameras and in -car video systems for the police department.
DISCUSSION: The Hollister Police Department has successfully used WatchGuard body cameras and in-car video systems for over 10 years. They have proven an invaluable tool to document the interactions between police officers and the public.
They have been used thousands of times as evidence in criminal cases leading to quicker disposition of cases as well as to clear officers falsely accused of wrongdoing.
About four years ago the WatchGuard camera company was sold and the equipment currently used by the Hollister Police Department is no longer under warranty and there is no support or maintenance available. When the equipment fails, the part must be fixed with existing spare parts. The department needs to find a replacement body camera and in-car video system.
Over the last two years, the police department has actively tested several body camera and in-car video systems. Some of the solutions offered were very expensive and in the range of almost a million dollars for five years.
Motorola Solutions offered a more reasonable price, and it provided the ability to phase in the body cameras and in-car video systems because their solution is compatible with our existing WatchGuard equipment. By using Motorola systems, we can continue to use our WatchGuard body cameras and in-car video systems and replace them with Motorola cameras when they no longer work. This phased in program can save the city a considerable amount of money.
Motorola Solutions will also offer a video management system that will securely store the video recording to the cloud and make it easily accessible by the District Attorney’s Office. The system will also include two camera systems to replace the cameras currently used in the 2 interview rooms in the investigation bureau of the police department.
Motorola Solutions also offers an application that will allow officers to capture video evidence from their cell phones and properly tag it to the respective case numbers. It will also facilitate the members of the public to share video evidence with the police department through the Motorola application.
The system will be paid for over 5 years, and it will include a full warranty for all the Motorola products. The total amount of the five-year agreement will be $494,147.51.
The purchase of the system is part of the existing budget under machinery and equipment. Additional yearly payments will be made through a new GL fund to be identified as the Body Camera Systems.
FISCAL IMPACT: $120,964.00 out of the current budget of general fund money. $113,392.51 from fiscal year 24-25, $86,597.00 from fiscal year 25-26, $86,597.00 from fiscal year 26-27, and $86,597.00 from fiscal 27-28.
PREVIOUS COUNCIL OR COMMISSION ACTION: N/A
CEQA: N/A
ATTACHMENTS:
1. Resolution
2. Motorola Quote
3. Motorola MAC and SOW
RESOLUTION NO. 2024-XX
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HOLLISTER
AUTHORIZING THE CITY MANAGER TO SIGN A CONTRACT WITH
MOTOROLA SOLUTIONS FOR BODY CAMERAS, IN-CAR VIDEO AND
VIDEO RECORDS MANAGEMENT SERVICES
WHEREAS, the Hollister Police Department has been successfully using body cameras and in car video system from WatchGuard for over 10 years; and
WHEREAS, the company was sold several years ago and now there is limited to no maintenance, warranty and support for the systems and no replacement parts ; and
WHEREAS, there is a need for the police department to purchase replacement cameras with annual maintenance and support; and
WHEREAS, over the last two years the Hollister Police Department has tested several body camera and in car video systems from various reputable companies in the industry.
WHEREAS, the police department has chosen Motorola Solutions as the replacement for the body camera and in car video system due to the Motorola system working with the previous (Watchguard) system, the ability to phase in the replacement to save money and the fact that Motorola was one of the least expensive options; and
WHEREAS, the Motorola Solution System offers replacement cameras for the investigation interview room and included software application to manage all the previous captured video evidence and new solutions for members of the public to share video with the police department for investigations; and
WHEREAS, the Motorola Solutions purchase will be over the next five years; and
WHEREAS, staff would ask that Motorola Solutions be declared a sole source vendor for body cameras and in-car video systems for the Hollister Police Department; and
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Hollister authorizes the City Manager to sign a contract with Motorola Solutions for Body Cameras, in-car video and video records management services.
PASSED AND ADOPTED, by the City Council of the City of Hollister at a regular meeting held on June 18, 2024, by the following vote:
AYES:
NOES:
ABSTAINED:
ABSENT:
Resolution No. 20__-XX
Mia Casey, Mayor
ATTEST: APPROVED AS TO FORM:
Lozano Smith Attorneys at Law
____
Jennifer Woodworth, MMC, City Clerk Mary F. Lerner, City Attorney
I, Jennifer Woodworth, MMC, City Clerk of the City of Hollister, do hereby certify that the attached Resolution No. 2024-XX is an original resolution, or true and correct copy of a City resolution, duly adopted by the Council of the City of Hollister at a regular meeting held on June 18, 2024 at which meeting a quorum was present.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Hollister on June 18, 2024.
Jennifer Woodworth, MMC
City Clerk of the City of Hollister
Motorola Customer Agreement 1
Motorola Solutions 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 purchasing Products or Services (as defined below) from Motorola (“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 earlier of (a) the first purchase of a Product or Service from Motorola, and (b) the date of the last signature on the first Ordering Document (as defined below) between the Parties (the “Effective Date”).
If you are purchasing Products or Services on behalf of your employer or another entity, yo u warrant that: (a) you have authority to bind your employer or the applicable entity, as “Customer” to this Agreement; (b) you have read and understand this Agreement; and (c) on behalf of the Customer that you represent, you agree to this Agreement. If you do not have the legal authority to bind your employer or the applicable entity as Customer to this Agreement, please do not complete the purchase of Services or Products from Motorola.
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 hereto (each an “Addendum”, and collectively the “Addenda”). All applicable Addenda between the Parties are attached hereto. In addition, the Parties may agree upon solution descriptions, equipment lists, statements of work, quotes, schedules, technical specifications, order forms, 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”). The applicable Ordering Document is attached hereto as Exhibit “A” and incorporated herein by reference. 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. Modifications. Modification of this Agreement (including the Addenda) shall not be allowed unless mutually amended or modified by a written instrument executed by the Parties.
1.3. 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-
Motorola Customer Agreement 2
Provided Equipment, but licensed to Customer by Motorola on a subscription basis (“Subscription Software”), 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 in quality and functionality to the Products originally purchased by Customer.
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 O rdering 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 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 Service s 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 thi s 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 rec ommended 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 is 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
Motorola Customer Agreement 3
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 o r 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 i nformation (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 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 , upon reasonable prior notice to Customer.
Customer will safeguard all tools and equipment while in Customer’s custody or control, and be liable for any loss or damage , notwithstanding reasonable wear and tear. Upon the expiration or earlier termination of this Agreement, Customer will return to Motorola, at Motorola’s expense, all tools and equipment in its posse ssion 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 n ot 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
Motorola Customer Agreement 4
other applicable export embargoes, prohibitions or restrictions; and (d) Customer and its Authorized Users will comply with all applicable laws regarding the transmission of te chnical 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, execution of which shall be in accordance with section 1.2 of this Agreement .
3. Term and Termination.
3.1. Term. The term of this MCA (“Term”) will commence on the Effective Date and shall be for a period of five (5) years and as outlined by the applicable Addendum or Ordering Document for the Products and Services purchased herein.
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. The Par ties acknowledge that the obligations of Customer under this Agreement are subject to the availability of funds appropriated by Customer’s City Council. In the event that sufficient funds are not appropriated for the continuation of this Agreement, Customer may terminate this Agreement without penalty or further obligation at the end of the funding period in effect at the time of non -appropriation.
Customer shall provide written notice to Motorola as soon as it is known that sufficient funds have not been appropriated for the next funding period. This notice shall be provided at least 48 hours prior to the end of the current funding period. Customer will pay for all equipment delivered and services rendered up to the effective time of termination.
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 and no renewal is underway; (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 prevents Motorola’s ability to perform. However, Motorola shall provide at least 48 hours’ notice prior to such termination or suspension, whenever feasible.
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 su ch destruction, except that Equipment purchased by Customer should not be returned. If Customer has any outstanding payment obligations under the applicable document subject to expiration or termination, Motorola may accelerate and declare all such obligat ions of Customer under the
Motorola Customer Agreement 5
affected document immediately due and payable by Customer. Notwithstanding the reason for termination or expiration, Customer must pay Motorola for Products and Services already delivered. However, each Party has a duty to mitiga te any damages under this Agreement, including in the event of default and termination of this Agreement. Upon termination of this Agreement, Motorola shall securely return all Customer data to Customer or securely and completely destroy all such Customer data. Whether Customer data shall be returned to Customer or destroyed shall be determined by Customer.
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 or otherwise provided by Motorola, 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 d uring 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 su ch 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 shall reimburse Motorola for these or other expenses incurred by Motorola in connection with the Services and authorized in advance by Customer.
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 receipt of invoice or as otherwise specified in the applicable Addendum or Ordering Document.
Late payments will be subject to interest charges at the maximum rate of 3%, 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 contract performance or for subsequent years of service, if any. The contract price in the Ordering document is fully committed and identified, including all subsequent years of contracted services, if applicable. The Customer will pay all invoices as received from Motorola and any changes in scope will be subject to the Change Order process as described in 2.9.
Customer’s rights under Section 3.2 and the California Constitution, Art. XVI, Sec. 18 shall not be limited by the foregoing.
Motorola Customer Agreement 6
5. Sites; Customer-Provided Equipment; Non-Motorola Content.
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.
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 promulgate d by OSHA or other governmental or regulatory bodies), (c) to the extent applicable and feasible, 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 condi tions 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, upon reasonable prior written notice to Customer, 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 sele ct 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, with the exception of negligent actions or misconduct by Motorola, 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
Motorola Customer Agreement 7
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 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 requires access to Customer Data (as defined below), upon notification and receipt of Customer consent prior to such release Motorola may 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 tha t 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). Notwithstanding the foregoing, Motorola will provide prior written notice at least 48 hours in advance to Customer of such removal, modification, or disabling whenever feasible. In the event that prior written notice is not possible, Motorola will alert Customer as soon as practicable, but in no event more than 24 hours after such action is taken. 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 f illed 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, as is made known to Customer by Motorola. 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.
Motorola Customer Agreement 8
6.2. Motorola Warranties. Subject to the disclaimers and exclus ions below, Motorola represents and warrants that (a) Services will be provided in a good and workmanlike manner, in conformance with industry standards, 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.
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 efforts consistent with industry standards to repair or replace any confirmed materially non-conforming Product or re-perform any non-conforming Service, at its option. 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 lia bility 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 –
Motorola Customer Agreement 9
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 negotiat ions for its settlement or compromise, except that any settlement requiring an admission of fault by the City must be approved by the City; and (c) Customer cooperating with Motorola and, if requested by Motorola, and at Motorola’s sole expense, 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 , except that any settlement requiring an admission of fault by the City must be approved by the City ; and (c) Customer cooperating with Motorola and, if requested by Motorola, and at Motorola’s so le expense, providing reasonable assistance in the defense of the Infringement Claim.
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 d esigns, specifications, guidelines or instructions; (d) a modification of the Product or Service by a party other than Motorola, unless approved by 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
Motorola Customer Agreement 10
Infringement Claim. This section shall not limit Customer’s ability to terminate this Agreement for cause 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 t he 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 appli cable 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; an d (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.
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, GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT, 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. NOTW ITHSTANDING 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
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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 , UNLESS SUCH IS DUE TO LACK OF ADEQUA TE MOTOROLA SECURITY MEASURES OR ATTRIBUTABLE TO FAULT BY MOTOROLA; (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 D ATABASE MODIFICATIONS (UNLESS APPROVED BY MOTOROLA); OR (G) CUSTOMER’S OR ANY AUTHORIZED USER’S BREACH OF THIS AGREEMENT OR MISUSE OF THE PRODUCTS AND SERVICES.
8.4. Voluntary Remedies. Customer will reimburse Motorola for its reasonable time and expenses, including by paying Motorola any Fees set forth in an Ordering Document for Services to help resolve the disclaimed issues in Section 8.3, if applicable. However, Motorola is not obligated to remedy, repair, replace, or refund the purchase price for the disclaimed issues in Section 8.3 – Additional Exclusions above, except in instances where Motorola Parties are responsible.
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 Customer was aware or should reasonably have been aware 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 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 to the extent permitted by law.
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 specific ity for identification purpose and must be labeled or marked as confidential or its equivalent.
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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 providing projects or services, and who are bound by confidentiality terms substantially similar to those under 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 disclosure 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 mainta in 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 Disclos er’s Confidential Information or any breach of this Agreement. Additionally, Recipient may disclose Confidential Information to the extent required by law, including but not limited to a judicial or legislative order or proceeding , and/or to comply with the Ralph M. Brown Act or the California Public Records Act.
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). In no event shall Motorola retain Customer’s Confidential Information for any period exceeding one (1) year. 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.
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;
Motorola Customer Agreement 13
“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, document s, 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, Se rvice 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 connect ion 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 d estruction.
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, disassembles, 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, tr ademarks, 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 Ma terials 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
Motorola Customer Agreement 14
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 federal, California, and local laws and regulations applicable to the City of Hollister, 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 perform Services and provide Products under the Agreement. Customer grants Motorola and its subcontractor a right to use only anonymized and aggregate Customer data to (a) analyze the Customer Data to operate, maintain, manage, and improve Motorola Products and Services, and (b) 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. Customer Data used by Motorola to provide Servies and Provide Products shall be treated as Confidential Information. 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 A greement, 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, provide all ne cessary notices, and meet any other applicable legal requirements with respect to Customer’s collection and use of the Customer Data.
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 and information security obligations to the extent required by fede ral and State of California law.
10.5. Data Retention and Deletion . Except as expressly provided otherwise under the Agreement, Motorola will securely and completely 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 ninety (90) 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
Motorola Customer Agreement 15
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 or Motorola has yet to facilitate the exportation or download of Customer Data that was properly requested in accordance with this Section 10.5.
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, research or other business purposes. Service Use Data may be disclosed to thi rd 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 or required by law, 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 mar ks 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 reasonably believes Customer’s or the Authorized User’s use o f the data violates the Agreement, applicable law or Motorola’s agreement with the applicable Third -Party Data provider. Prior to suspension, change or termination of Customer’s or any Authorized User’s access to Motorola Data or Third -Party Data, a minimum of seventy-two (72) hours’ notice and an opportunity to cure shall be provided. 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 al l 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 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.
Motorola Customer Agreement 16
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 anonymized or aggregate Customer Dataor 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 reasonably necessary to assign any intellectual property or other rig hts it may have in such fixes, modifications or improvements to Motorola.
11. Force Majeure; Delays Caused by Customer.
11.1. Force Majeure. 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, o r 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 caused by Customer, however, Motorola shall make all reasonable effort to mitigate any costs incurred and invoices for costs will be provided if requested by Customer .
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 Illinois, unless Customer is the United States Government (or an agency thereof) or a unit of state or local government (including state s, counties, cities, or any other political or governmental subdivisions and municipal corporations), 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 pro vided. 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
Motorola Customer Agreement 17
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. Unless mutually agreed upon by both Parties in a signed writing, all meetings under this Section 12.2 – Negotiation; Mediation, if occurring outside of Hollister, California, shall be conducted remotely. If the Parties agree to in -person mediation, such will take place in San Benito County, California. 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 exclusiv ely to a court in San Benito 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.
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 t he 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.
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
Motorola Customer Agreement 18
all or substantially all of its assets, (c) as part of a corporate reorganization, or (d) to a subsidiary corporation. In the event Motorola does assign or otherwise transfer in accordance with this Section 13.3, the Customer shall have the option to immediately terminate. If terminated in accordance with this provision, Customer will pay for all equipment delivered and services rendered up until the effective date of termination. 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 signe d 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 interprete d 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. Notw ithstanding 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.
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.
13.9.1 Notices to City. Notices shall be provided to the City as follows:
(a) Notices wherein the subject matter is related to or regarding billing or invoicing for the Products and Services provided herein shall be provided to: Anna Crandal; [email protected]; 395 Apollo Way, Hollister, CA 95023.
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(b) Notices wherein the subject matter is rela ted to or regarding Service or Products technical issues shall be provided to: Paul Da Silva, Information Systems & Technology Director; [email protected]; 375 Fifth Street, Hollister, CA 95023.
(c) Notices wherein the subject matter is related to the service availability of the Products and Services provided herein and for general noticing not otherwise described in (a) or (b) above shall be sent to: Carlos Reynoso, Police Chief; [email protected]; 395 Apollo Way, Hollister, CA 95023.
13.10. Cumulative Remedies. Except as specifically stated in this Agreement, all remedies provided for in this Agreement will be cumula tive 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 t his 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 attached hereto 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. T his 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 cop y, 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. 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.
[THIS SPACE IS INTENTIONALLY LEFT BLANK]
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14. Addenda. All relevant addenda incorporated herein shall be attached to this Motorola Solutions Customer Agreement as attachments, identified as follows:
Attachment 1 – Equipment Purchase and Software License Addendum Attachment 2 – Mobile Video Addendum
Attachment 3 – Software Products Addendum
Attachment 4 – Subscription Software Addendum
The Parties hereby enter into this MCA as of the Effective Date.
Motorola: Motorola Solutions, Inc. Customer: City of Hollister By: ______________________________ By: ______________________________ Name: ___________________________ Name: ____________________________ Title: ____________________________ Title: _____________________________ Date: ____________________________ Date: ___________________________
4880-2944-3265, v. 1
Sean Heieck
Area Sales Manager
05/28/24
Equipment Purchase and Software
License Addendum V.2023.02.20
1 Attachment 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 Motorola Solutions Customer Agreement (the “MCA”) entered into between the Parties, effective as of the earlier of (a) the first purchase of a Product or Service from Motorola, and (b) the date of the last signature on the first Ordering Document between the Parties. Capitalized terms used in this EPSLA, but not defined herein, will have the meanings set forth in the MCA.
If you are purchasing Equipment or licensing Licensed Software on behalf of your employer or another entity, you warrant that: (a) you have authority to bind your employer or the applicable entity, as “Customer” to this EPSLA; (b) you have re ad and understand this EPSLA; and (c) on behalf of the Customer that you represent, you agree to this EPSLA. If you do not have the legal authority to bind your employer or the applicable entity as Customer to this EPSLA, please do not complete the purchas e of Equipment or license of Licensed Software from Motorola.
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 MCA.
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 MCA and any applicable addenda for the Services and Products set forth in the Ordering Document. Motorola will, using industry standards and 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 shippi ng 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 fo r installation on Equipment or Customer -Provided Equipment will occur upon the earlier
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License Addendum V.2023.02.20
2 of (a) electronic delivery of the Licensed Software by Motorola, or (b) the date Motorola otherwise makes the Licensed Software available for download by Customer. If ag reed 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 su ch 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 reasonable 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 fo r 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 MCA, including this EPSLA (including payment terms), Motorola hereby grants Customer and its Authorized Users a limited, non-transferable, non- sublicensable, 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
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License Addendum V.2023.02.20
3 such Subscription Software will be governed by the terms of the applicable Addendum under the MCA and any additional contract terms entered into between the Parties.
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 h uman-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 c opyright 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 th e 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) inst all 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 Soft ware 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 Software is transf erred. 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 authori zation from Motorola, which shall not be unreasonably withheld, and obtain written acceptance of the applicable Licensed Software license terms, including the obligation to pay relevant license fees, from such third party.
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 such 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, (ii) the
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License Addendum V.2023.02.20
4 expiration of all applicable warranty periods (as set forth in Section 6.1 – Motorola Warranties below) under this EPSLA, or (iii) as set forth in the MCA, unless this EPSLA or the MCA is earlier terminated in accordance with the terms of the MCA.
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. Customer may terminate this EPSLA immediately upon notice to Motorola for Motorola’s breach of this 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 se parate 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 o f this EPSLA will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Customer breaches this EPSLA, in addition to termination, Motorola will be entitled to all available remedies at law or in equity, including immedia te 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 with Customer entering into a fixed-or minimum required-term agreement for Subscription Software, and Customer or Motorola terminates the MCA, 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 o r Ordering Document. Such fees shall not be owed by Customer in the event that termination is due to Motorola’s material breach of this EPSLA, the MCA or any other applicable addenda. 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 sched ule 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.
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5 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 material defects in materials and quality of work; (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 EPSLA, 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 efforts consistent with the industry to remedy the material defect in the applicable Licensed Software; provided, however, that if Motorola does not remedy such material defect within sixty (60) days from the date of Customer’s notice to Motorola of the material defect , 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 MCA OR EPSLA 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, WITH THE EXCEPTION OF THOSE PRE-APPROVED IN WRITING BY 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 MANUFACTURING; (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
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6 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, except in instances where Motorola Parties are responsible. Upon request and authorization of Customer, 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 te rmination 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.
4882-4931-6545, v. 1
Mobile Video Addendum 2023.02.20 1
Attachment 2
Mobile Video Addendum
This Mobile Video Addendum (this “MVA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and Customer (as defined in the MCA), and will be subject to, and governed by, the terms of the Motorola Solutions Customer Agreement, (the “MCA”), and the applicable Addenda. Capitalized terms used in this MVA, but not defined herein, will have the meanings set forth in the MCA or the applicable Addenda .
If you are purchasing Maintenance or Support services on behalf of your employer or another entity, you warrant that: (a) you have authority to bind your employer or the applicable entity, as “Customer” to this Agreement; (b) you have read and understand this Agreement; and (c) on behalf of the Customer that you represent, you agree to this Agreement. If you do not have the legal authority to bind your employer or the applicable entity as Customer to this Agreement, please do not complete the purchase of Maintenance or Support services from Motorola.
1. Addendum. This MVA governs Customer’s purchase of any Motorola mobile video Products, including participation in Motorola’s Video -as-a-Service Program (“VaaS Program”). A “Mobile Video System” is a solution that includes at least one mobile video Product and requires Integration Services to deploy such mobile video Product or the associated evidence management Product at a Customer Site. In addition to the MCA, other Addenda may be applicable to Products o ffered under this MVA, 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 each of those terms are defined therein, and as further described below. This MVA will control with respect to conflicting or ambiguous terms in the MCA or any other applicable Addendum, but only as applicable to the Mobile Video System or other Products purchased under this MVA and not with respect to other Products or Services.
2. Evidence Management Systems; Applicable Terms and Conditions.
2.1. On-Premise Evidence Management. If Customer purchases a Mobile Video System where Equipment and Licensed Software for evidence man agement is installed at Customer Sites (an “On-Premises Evidence Management System”), then, unless the Ordering Document(s) specify that any software is being purchased on a subscription basis (i.e., as Subscription Software), any (i) Equipment and (ii) Licensed Software installed at Customer Sites or on Customer -Provided Equipment, in each case purchased in connection with the On-Premises Evidence Management System, are subject to the EPSLA. On-Premises Evidence Management Systems described in this
Mobile Video Addendum 2023.02.20 2
Section qualify for the System Warranty as described in Section 4 – On-Premises Evidence Management System Warranty (the “System Warranty”).
2.2. Cloud Hosted Evidence Management. If Customer purchases Mobile Video System where the software for evidence management is hosted in a data center and provided to Customer as a service (“Cloud Hosted Evidence Management System”), including, but not limited to CommandCentral Evidence, VideoManager EX, and VideoManager EL Products, then such Cloud Hosted Evidence Management System is subject to the SSA. Any Equipment purchased in connection with Cloud Ho sted Evidence Management System is subject to the EPSLA. Cloud Hosted Evidence Management Systems described in this Section do not qualify for the System Warranty. System completion, however, is determined in accordance with the provisions of Section 7 – System Completion below. Upon expiration of the applicable Commitment Term and in the event Customer does not elect to purchase additional access to the Cloud Hosted Evidence Management System, Motorola shall securely return all Customer data to Customer or securely and completing destroy all such Customer data. Whether Customer data shall be returned or destroyed shall be determined by Customer.
2.3. Services. Any Integration Services or Maintenance and Support Services purchased in connection with, or incl uded as a part of, a Mobile Video System are subject to the MCA, and as described in the applicable Ordering Documents.
3. Payment. Customer will pay invoices for the Products and Services covered by this MVA in accordance with the invoice payment terms s et forth in the MCA. Fees for Mobile Video 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. In addition to Equipment, Licensed Software, Subscription Software and Integration Services (as applicable) sold as part of a Mobile Video System, the Ordering Documents for a Mobile Video 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.
4. On-Premises Evidence Management System Warranty. Subject to the disclaimers in the MCA and any other applicable Addenda, Motorola represents and warrants that, on the System Completion Date (as defined below) for an On-Premises Evidence Management System described in Section 2.1 – On-Premises Evidence Management (a) such On-Premises Evidence Management System 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 Su bscription Software) as part of such On-Premises Evidence Management System, the warranty period applicable to such Equipment and Motorola Licensed Software will continue for a period of one (1) year commencing upon the System Completion Date for the On-Premises Evidence Management System that includes such Products, or on the applicable Product Completion Date, if earlier, instead
Mobile Video Addendum 2023.02.20 3
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 MVA.
5. Additional Software and Video Terms.
5.1. Unlimited Storage. Storage shall be specifically described in the Ordering Documents, but shall be for no more than one (1) year for video recordings. In the event Customer purchases a Cloud Hosted Evidence Management System with “Unlimited Storage,” as specified in the Ordering Documents, then “Unlimited Storage” means storage of all data captured using Equipment sold under this MVA, provided that (1) video recordings are recorded in an event-based setting where users are not recording an entire shift under one video footage and (2) Customer’s data retention policies and practices do not result in the retention of data beyond the statutory minimums set forth by the State in which the Customer resides. In the event Customer does not comply with the preceding clauses (1) and (2), Motorola shall have the right to charge Customer for such excess data storage at the prevailing rates. Motorola also has the right to place any data that has not been accessed for a consecutive six (6) month period into archival storage, retrieval of which may take up to twenty -four (24) hours from the time of submission of any access request.
5.2. 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.
5.3. WatchGuard Detector Mobile. Any order by Customer of WatchGuard Detector Mobile is on a subscription basis and subject to the SSA.
5.4. Vigilant Access. Customer may opt for subscription to additional Subscription Software, including use of the Law Enforcement Archival Network (“Vigilant VehicleManager”), which is subject to the terms and conditions of t he SSA and the Vigilant Addendum. If Customer purchases a subscription to commercial license plate recognition data, then Customer and Motorola shall mutually agree to and execute the terms of Motorola’s standard Data License Addendum.
5.5. License Plate Recognition Data. License plate recognition (“LPR”) data collected by Customer is considered Customer Data (as defined in the MCA) and is therefore subject to the Customer’s own retention policy. Customer, at its option, may share its LPR data with other similarly situated Law Enforcement Agencies (“LEAs”) which contract with Motorola to access Vigilant VehicleManager by selecting this option within Vigilant VehicleManager. Other similarly situated LEAs may similarly opt to share their LPR data with Customer using Vigilant VehicleManager. Such LPR data generated by other LEAs is considered Third-Party Data (as defined in the MCA), is governed by the retention policy of the respective LEA, and shall be used by Customer only in
Mobile Video Addendum 2023.02.20 4
connection with its use of Vigilant VehicleManager. LPR data that has reached its expiration date will be deleted from Vigilant VehicleManager , per the retention period determined and set by the customer. Only individuals who are agents and/or sworn officers of Customer and who are authorized by Customer to access Vigilant VehicleManager on behalf of Customer through login credentials provided by Customer (“User Eligibility Requirements”) may access Vigilant VehicleManager. Motorola in its sole discretion may deny access to Vigilant Vehi cleManager to any individual based on such person’s failure to meet the User Eligibility Requirements. Customer will ensure no user logins are provided to agents or officers of other local, state, or Federal LEAs without the express written consent of Motorola. Customer will be responsible for all individuals’ access to, and use of, Vigilant VehicleManager through use of Customer login credentials, including ensuring their compliance with this Agreement.
5.6. API Support. Motorola will use commercially reasonable efforts to maintain its Application Programming Interface (“API”) sold in connection with any Mobile Video System. APIs will evolve and mature over time, requiring changes and updates.
Motorola will use reasonable efforts to continue supporting an y version of an API for six (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 to allow Customer to move to a supported version of API. If there are multiple supported versions of API, Motorola will provide recommendations to Customer in determining which version of API customer should migrate to and will aid Customer in such process. If an API presents a security risk, Motorola may discontinue an API without prior notice , and shall assist Customer in transitioning to an API that will continue to be supported .
5.7. Support of Downloaded Clients Software. If Customer purchases any software Product that requires a client software installed locally on Customer-Provided Equipment or Equipment in possession of Customer, Customer will be responsible for downloading and installing the current version of such client software, as it may be updated from time to time. Motorola will use reasonable efforts to continue supporting any version of a client software for forty-five (45) days following its release, but Motorola may update the current version of its client software at any time, including for bug fi xes, product improvements, and feature updates, and Motorola makes no representations or warranties that any software Product will support prior versions of a client software.
5.8. 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, incorporated herein, and will comply with the terms of the CJIS Security Policy available at https://le.fbi.gov/cjis-division/cjis-security-policy-resource-center for the term of the Addendum or Ordering Documents for the applicable Product (s).
Customer hereby consents to Motorola screened personnel serving as the “escort,” and/or “virtual 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.
Mobile Video Addendum 2023.02.20 5
6. VaaS Program Terms. All hardware provided by Motorola to Customer under the VaaS Program will be considered “Equipment”, as defined in the EPSLA, and constitutes a purchase of such Equipment subject to the terms of the EPSLA.
Additionally, the following terms and conditions apply to any Equipment purchased under the VaaS Program:
6.1. Technology Refresh. Body cameras and associated batteries purchased under the VaaS Program (“Body Cameras”), may be eligible for a technology refresh at no additional cost to the Customer following the date of delivery of the initial Body Cameras and associated batteries as provided under the VaaS program and described in the Ordering Documents. If included in the Ordering Documents, and in the event the Body Cameras are eligible for replacement, und er this Section 6.1 – Technology Refresh, Customer must return the existing Body Camera to Motorola in working condition. The corresponding replacement Body Camera will be the then -current model of the Body Camera at the same tier as the Body Camera that i s returned to Motorola. For clarity, any other Equipment received by Customer as part of the VaaS Program, other than Body Cameras, or associated batteries (as identified in the Ordering Documents) will not be eligible for a technology refresh hereunder.
6.2. No-Fault Warranty. If an extended warranty is specified in the Ordering Documents, subject to the disclaimers set forth in the MCA and EPSLA, upon delivery of Equipment purchased as part of the VaaS Program, Motorola will provide a No-fault Warranty to Customer for such Equipment that extends until the end of the Commitment Term (as defined below) applicable to such Equipment; except that the No-fault Warranty will not apply to: (i) any Equipment with intentionally altered or removed serial numbers, (ii) any other damages disclaimed under the MCA or EPSLA, or (iii) any Equipment that Motorola determines was changed, modified, or repaired by Customer or any third party. The “No -fault Warranty” means that Motorola will repair or replace any Equipment components or parts that render the applicable Equipment unable to perform its intended purpose. With respect to any batteries in Body Cameras, a battery will be considered faulty and covered under this No -fault Warranty if it falls below sixty percent (60%) of rated capacity.
6.3. Commitment Term. Customer accepts that following the delivery of any Equipment under the VaaS Program, Customer commits to a five (5) year subscription term for such Equipment at the rate provided in the Ordering Documents (the “Initial Commitment Term”). If Customer, for any reason other than a material breach by Motorola, terminates any of its obligations to Motorola described herein prior to expiration of the applicable Commit ment Term (as defined below), Customer will be subject to the payments described in Section 6.7.2 – Termination hereunder.
6.4. Additional Devices. Any additional Equipment, including any accessory items, ordered by Customer after Customers’ initial purcha se of Equipment hereunder may be subject to an incremental increase in Fees from those outlined in the Ordering Document for the initial purchase. In the event Customer orders additional Equipment under the VaaS Program within the ninety (90) days immediat ely following its initial
Mobile Video Addendum 2023.02.20 6
purchase, such Equipment will be included in and subject to the Initial Commitment Term. Any additional Equipment purchased under the VaaS Program subsequent to such ninety (90) day period, will commence an additional subscription term commitment for such Equipment of five (5) years (a “Subsequent Commitment Term”) with respect to the monthly Fee associated with such additional Equipment , and such additional Equipment purchased shall be governed by these terms and conditions and the parties’ existing MCA. For purposes of this Addendum, the Initial Commitment Term and each Subsequent Commitment Term are each also referred to herein as a “Commitment Term”.
6.5. Included Subscription Software.
6.5.1. VideoManager EL. Subject to Section 6.7.1 – VaaS Term, if the Equipment purchased under the VaaS Program provides Customer with a subscription to the Cloud Hosted Evidence Management System specified in the Ordering Documents during the VaaS Term (as defined below), the use of which is subject to the SSA. Customer’s subscription will include unlimited users, Unlimited Storage and unlimited sharing, provided any media or data uploaded to the Cloud Hosted Evidence Management System is done so using Motorola Equipment actively enrolled i n the VaaS Program.
Upon Customer request, Motorola shall provide Customer media or data not immediately available to Customer via the Cloud Hosted Evidence Management System, within twenty-four (24) hours of such request. Following expiration of the applicable Commitment Term, if Customer desires to continue use of expired Equipment with the Cloud Hosted Evidence Management System, Customer must purchase continued access to Cloud Hosted Evidence Management System based on Motorola’s prevailing rates, or Motorola may disconnect connectivity of any expired Equipment to the Cloud Hosted Evidence Management System.
6.5.2. CommandCentral. If specified and included in the Ordering Documents, for each applicable Body Camera, in-car system or integrated system purchased, in those cases, Customer will receive one user license for Motorola CommandCentral (“CC”), which provides access to CC Community, CC Capture, CC Vault and CC Records. If the Customer requires additional licenses to CommandCentral they must be purchased for an additional fee.
6.5.3. CarDetector Mobile. If Customer’s VaaS Program order includes an in -car system, Customer will receive a subscription to WatchGuard CarDetector Mobile during the VaaS Term, the use of which is subject t o the SSA.
6.5.4 VideoManager EX. Subject to Section 6.7.1 – VaaS Term, if specified in the Ordering Documents, Equipment purchased under the VaaS Program provides Customer with a single subscription to Video Manager EX during the VaaS Term (as defined below), the use of which is subject to the SSA. Following expiration of the applicable Commitment Term, if Customer desires to continue use of expired Equipment with the VideoManager EX, Customer must purchase continued access to VideoManager EX based on Motorola’s prevailing rates, or Motorola may disconnect
Mobile Video Addendum 2023.02.20 7
connectivity of any expired Equipment to VideoManager EX. If the Customer requires additional licenses to VideoManager EX, they must be purchased for an additional fee.
6.6. VaaS Program Payment. Unless otherwise provided in the applicable Ordering Document(s) (and notwithstanding the provisions of the MCA), Customer will prepay a subscription Fee annually (each a “Subscription Year”), as set forth in an Ordering Documents. If Customer orders any additional Product(s) under the VaaS Program subsequent to the initial purchase by Customer, Fees for such additional Product will be added to the annual subscription Fee, and will be payable on the same Fee payment schedule as the initial Product purcha sed under the VaaS Program; provided, however, that for the first Subscription Year during which such additional Product is purchased, the subscription Fee for the applicable additional Product will be pro-rated based on the applicable number of days remai ning in the such initial Subscription Year.
6.7. VaaS Program Term and Termination .
6.7.1. VaaS Term. Customer’s participation in the VaaS Program will commence upon the System Completion Date under this MVA, and will continue through the end of the final Commitment Term hereunder (“the “VaaS Term”). Following the end of any Commitment Term, Customer’s access to the Cloud Hosted Evidence Management System with respect to the Equipment purchased relative to that Co mmitment Term will expire, and Customer must download or transfer all Customer Data associated with the applicable Equipment within ninety (90) days following expiration, unless Customer purchases extended access to the Cloud Hosted Evidence Management Sys tem from Motorola at the prevailing rates. Motorola has no obligation to retain Customer Data for expired Equipment beyond ninety (90) days following expiration of the applicable Commitment Term. For example, if Customer purchases 100 devices on January 1 of Year 1 of the VaaS Term, and then 100 additional devices on January 1 of Year 3, on December 31 of Year 5 (i.e., the conclusion of the Initial Commitment Term) Customer’s access to the Cloud Hosted Evidence Management System with respect to the first 10 0 devices will be discontinued, and Customer must purchase extended storage or transfer all Customer Data associated with the first 100 devices within ninety (90) days of expiration of the Initial Commitment Term. In the foregoing example, the Cloud Hosted Evidence Management System access and data storage for the second 100 devices purchase will extend until December 31 of Year 7.
6.7.2. Termination. The termination provisions applicable to the VaaS Program will be those set forth in the MCA, EPSLA and SSA, as applicable. If Customer’s participation in the VaaS Program is terminated for any reason prior to the end of the Initial Commitment Term or any Subsequent Commitment Term, Customer will pay the pro - rated remainder of the aggregate Equipment MSRP price (prevailing as of the time of delivery), calculated by multiplying the MSRP price of all Equipment purchased under the VaaS Program by the percentage resulting from dividing the number of months remaining in the Commitment Term applicable to such Equipmen t by sixty (60). Such fees shall not be owed by Customer in the event that termination is due to Motorola’s material breach of this MVA, the MCA or any other applicable addenda. In the event
Mobile Video Addendum 2023.02.20 8
Customer purchased Equipment on multiple dates, resulting in separate Commitment Terms for certain Equipment, the preceding calculation will be made relative to the applicable Commitment Term for each Equipment order. For example, if Customer purchased $1,000 worth of Equipment on January 1 of Year 1 of the VaaS Term, and then $1,000 worth of Equipment on January 1 of Year 2, and then Customer’s VaaS Program terminates on December 31 of Year 3, Customer will be required to repay:
$1,000 x (24/60) + $1,000 x (36/60), which is equal to $1,000 in the aggregate.
7. System Completion. Any Mobile Video System sold hereunder will be deemed completed upon Customer’s (or the applicable Authorized User’s) Beneficial Use of the applicable Mobile Video System (the “System Completion Date”). Customer will not unreasonably delay Beneficial Use, to the extent that such delay is in Customer’s control, and in any event, the Parties agree that Beneficial Use will be deemed to have occurred thirty (30) days after functional de monstration, which will occur after execution of the Agreement. As used in this Section, “Beneficial Use” means all final testing in conjunction with hardware, software, and user set up, has been successful, and the Mobile Video System satisfies material features, functionalities, and requirements, in material conformance with Product descriptions in the applicable Ordering Documents and is fit for business purposes by Customer. Beneficial Use shall be deemed to have occurred upon Customer or an Authorize d User’s use of the System. Any additional Equipment sold in connection with the initial Mobile Video System shall be deemed delivered in accordance of the terms of the EPSLA. Any additional Subscription Software purchased under the VaaS Program will be deemed delivered upon Customer’s receipt and confirmation thereof of credentials required for access to the Cloud Hosted Evidence Management System or upon Motorola otherwise providing access to the Cloud Hosted Evidence Management System. This Section appl ies to Products purchased under the MVA 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.
8. Additional Cloud Terms. The terms set forth in this Section 8 – Additional Cloud Terms apply in the event Customer purchases any cloud hosted software Products under this MVA, including a Cloud Hosted Evidence Management System.
8.1. 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 shall be stored at a location in the United States for Customers in the United States.
Motorola shall provide Customer thirty (30) days’ advanced notice prior to migrating Customer’s stored content to a location outside of the United States. Further, in such event, Customer shall have the option to immediately terminate the Agreement without fault or applicability of Section 6.7.2.
8.2. 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, Mot orola will, in its sole discretion, determine the type of storage medium used to store the content. The type of
Mobile Video Addendum 2023.02.20 9
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.
8.3. Availability. Unless otherwise specified in the Ordering Documents, Motorola will make reasonable efforts to provide monthly availability of 99.9% for cloud hosted software Products with the exception of maintenance win dows. There are many factors beyond Motorola’s control that may impact Motorola’s ability to achieve this goal.
8.4. 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. Motorola shall make commercially reasonable efforts to perform scheduled maintenance outside of Customer Business Hours. “Customer Business Hours” as used in this Agreement, means, 8:00am to 5:00pm Pacific time. 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. In the event that the notification periods outlined within this Section are infeasible in a certain instance, notice shall be provided to Customer as soon thereafter as reasonably practicable.
9. Survival. The following provisions will survive the expiration or termination of this MVA for any reason: Section 1 – Addendum; 2 – Evidence Management Systems; Applicable Terms and Conditions; Section 3 – Payment; Section 5.2 – Applicable End User Terms; Section 6.5.1 – VideoManager EL Section 6.7 – VaaS Program Term and Termination; Section 9 – Survival.
4884-0562-0161, v. 1
Software Products Addendum V.2023.02.20 1
Attachment 3
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 purchasing Products or Services (as defined below) from Motorola (“Customer”), and will be subject to, and governed by, the terms of the Motorola Solutions Customer Agreement entered into between the Parties, effective as of the earlier of (a) the first purchase of a Product or Service from Motorola, and (b) the date of the last signature on the first Ordering Document (as defined below) between the Parties (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.
If you are purchasing Software Products or Services on behalf of your employer or another entity, you warrant that: (a) you have authority to bind your employer or the applicable entity, as “Customer” to this Agreement; (b) you have read and understand this Agreement; and (c) on behalf of the Customer that you represent, you agree to this Agreement. If you do not have the legal authority to bind your employer or the applicable entity as Customer to this Agreement, please do not complete the purchase of Software Services or Products from Motorola.
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 soft ware 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 -
Software Products Addendum V.2023.02.20 2
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 Pro ducts 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 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. Upon expiration of the applicable Term, and in the event Customer does not elect to purchase additional access to the Cloud Hosted Software System, Motorola shall securely return all Customer data to Customer or securely and completely destroy all such Customer data.
Whether Customer data shall be returned or destroyed shall be determined by Customer.
2.4. Services. Any Integration Services or Maintenance and Support Services purchased in connection with, or included as a p art 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, to the extent that such delay is in Customer’s control, and in any event, the Parties agree that Beneficial Use of
Software Products Addendum V.2023.02.20 3
a Product will be deemed to have occurred thirty (30) days after functional demonstration, which will occur after execution of the Agreement . 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 all final testing and user set up has been successful, and the Product satisfies material features, functionalities, and requirements in material conformance with Product descriptions in the applicable Ordering Documents and is fit for business purposes by Customer. Beneficial Use shall be deemed to have occurred upon Customer or an Authorized User’s use of the Product.
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 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 accor dance with the terms and conditions set forth in Section 6 – Representations and Warranties; Liabilities of the
Software Products Addendum V.2023.02.20 4
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 Moto rola.
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, determines to discontinue support of an API for any reason, Motorola will provide reasonable advance notification to Customer to allow Customer to move to a supported version of API. If there are multiple supported versions of API, Motorola will provide recommendations to Customer in determining which version of API Customer should migrate too and will aid Customer in such process . If an API presents a security risk, Motorola may discontinue an API without prior notice , and shall assist Customer in transitioning to an API that will continue to be supported .
8. Support of Downloaded Clients. If Customer purchases any software Product that requires a client software be 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 software, as it may be updated from time to time. Motorola will use reasonable efforts to continue supporting any version of a client software for forty-five (45) days following its release, but Motorola may update the current version of its client software 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 software. Client software is software installed on an end user’s computer to access or utilize hardware or products.
9. Applicable End User Terms. There are no additional license terms that apply for third-party software for the current solution. The parties agree that should third-party software become necessary, that Motorola will notify Customer of the need to include third-party software, and if applicable, Motorola will provide Customer with any additional license terms for review and acceptance.
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-
Software Products Addendum V.2023.02.20 5
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 and enter into a new agreement, (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 and any additional contract terms entered into between the Parties.
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, the applicable Ordering Document and any additional contract terms entered into between the Parties, and may be greater than Fees paid by Customer for on -premises Subscription Software.
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, upon seven (7) days’ prior written notice to Customer, Motorola will have the right to enter Customer Sites, with Customer escort if so required by Customer, 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 Syste ms 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 Policy
Software Products Addendum V.2023.02.20 6
available at https://le.fbi.gov/cjis-division/cjis-security-policy-resource-center for the term of the Addendum or Ordering Document for the applicable Product (s). Customer hereby consents to Motorola screened personnel serving as the “escort” and/or “virtual escort” within the meaning of CJIS Security Policy for unscreened Motorola personnel that require access to unencrypted Criminal Justice Information for purpo ses 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, i n 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 medi um 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. Motorola shall make commercially reasonable efforts to perform scheduled maintenance outside of Customer Business Hours. “Customer Business Hours” as used in this Agreement, means, 8:00am to 5:00pm Pacific time. Unscheduled and emergency maintenance may be required from time to time. Motorol a will make commercially reasonable efforts to notify customers of any unscheduled or emergency maintenance twenty -four (24) hours in advance. In the event that the notification periods outlined within this Section are infeasible in a certain instance, notice shall be provided to Customer as soon thereafter as reasonably practicable.
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.
4855-0670-0737, v. 1
Subscription Software Addendum V.2023.02.17 1
Attachment 4
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 Customer (as defined in the MCA), and will be subject to, and governed by, the terms of the Motorola Solutions Customer Agreement (the “MCA”).
Capitalized terms used in this SSA, but not defined herein, will have the meanings set forth in the MCA.
1. Agreement. 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 purchased by Customer, in accordance with the terms of the Agreement. Motorola will provide Customer with forty-eight (48) hours’ 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 quality and functionality (as described in the applicable Ordering Document) is not materially different or degraded.
Documentation for the Subscription Software may be updated to reflect such modifications. For clarity, new features or enhancements t hat are added to any Subscription Software may be subject to additional Fees , with prior written approval of Customer.
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
Subscription Software Addendum V.2023.02.17 2
through such user credential (including through any administrative 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 S ubscription Software through user credentials, including through any administrative user credentials, or issues otherwise created by Authorized Users, such Services will be billed to Customer , upon prior written approval of Customer, on a time and material s 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 Servi ce 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. 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 Orderi ng Document, and the associated Documentation, solely for Customer’s internal business purposes. The foregoing license grant will be limited to use in the territory in which Services are provided 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. End User Licenses. Notwithstanding any provision to the contrary in the Agreement, certain Subscription Software is governed by a separate license, EULA, or other agreement, including terms governing third-party software, such as open source software, included in the Subscription Software. Customer will comply, and ensure its Authorized Users comply, with such additional license agreements , which have been provided to Customer for review and acceptance.
3.3. 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 Addendum V.2023.02.17 3
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 Subscri ption 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 Soft ware 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 sixty (60) 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 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, within which any Subscription Software is purchased by
Subscription Software Addendum V.2023.02.17 4
Customer as of such Effective Date, or (b) the date of the last signature on the first Ordering Document for the purchase of Subscripti on Software between the Parties, and will continue until the expiration or termination of all Subscription Terms under this SSA, unless this SSA or the MCA is earlier terminated in accordance with the terms of the SSA or the MCA.
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 Su bscription Software poses, or reasonably determines the use 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). In the event Motorola terminates this SSA for reasons as set forth in subsection (b) within this section 4.3, Motorola shall provide Customer with thirty (30) days to cure, to the extent practicable. 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. In such event, Motorola must provide at least ninety (90) days’ prior written notice to Customer.
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 ann ual 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 Subscripti on Software and any recurring Services if Customer fails to make any payments when due , as further outlined in the MCA.
Subscription Software Addendum V.2023.02.17 5
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, at Motorola’s expense, and Customer will reasonably 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 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 ANY OF THE FOLLOWING NOT CAUSED BY MOTOROLA: (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, upon Customer’s prior written approval, 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 Con tact 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 SPA for any reason: Section 1 – Addendum; Section 2 – Software Systems; Applicable Terms and Conditions; Section 6 – Prohibited Use; Section 9.1 – Applicable End User Terms; Section 10 – Survival.
4861-9423-8913, v. 1
The design, technical, and price information furnished with this proposal is proprietary information of Motorola Solutions, Inc. (Motorola). Such information is submitted with the restriction that it is to be used only for the evaluation of the proposal, and is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the proposal, without the express written permission of Motorola Solutions, Inc.
MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are the property of their respective owners. © 2023 Motorola Solutions, Inc. All rights reserved.
PS-000123456
City of Hollister PD, CA
Statements of Work:
Mobile Video - Body Worn Cameras, In Car Videos, License Plate Readers
Command Central Evidence Interview Room
Command Central Evidence
Per MSI Quote # 2360619
This submission is subject to the clarifications specified in the pricing section of the budgetary estimate/quote. This document includes Motorola Solutions’ Proprietary data; such information is submitted with the restriction that it is to be used only for evaluation purposes, and is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the budgetary estimate/quote.
AVTEC, MOTO, AVTEC SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of AVTEC Trademark Holdings, LLC and are used under license.
All other trademarks are the property of their respective owners. © 2023 AVTEC Solutions, Inc. All rights reserved.
PS-000123456 PS-000123456PS-000123456
March 5, 2024
City of Hollister PD, CA March 2024
Ststement of Work Per Quote 2360619
Statements of Work
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions
Table of Contents
Statements of Work ....................................................................................................................
1.1 Mobile Video Products System Statement of Work ............................................................
1.1.1 Overview .....................................................................................................................................................
1.1.2 Award, Administration, and Project Initiation ..............................................................................................
1.1.3 CJIS Information .........................................................................................................................................
1.1.4 Completion Criteria .....................................................................................................................................
1.1.5 Subscription Service Period .......................................................................................................................
1.1.6 Project Roles and Responsibilities Overview .............................................................................................
1.1.7 Network and Hardware Requirements .......................................................................................................
1.1.8 Project Planning .........................................................................................................................................
1.1.9 Project Execution (BWCs, ICVs, LPRs and associated DEMS) ................................................................
1.1.11 DEMS Integrations and CAD ......................................................................................................................
1.1.12 System Training..........................................................................................................................................
1.1.13 Project Go-Live, Closure, and Handover to Support ..................................................................................
1.2 CommandCentral Interview Room Statement of Work .......................................................
1.2.1 Overview .....................................................................................................................................................
1.2.2 Contract Administration and Project Initiation ............................................................................................
1.2.3 Completion and Acceptance Criteria ..........................................................................................................
1.2.4 Project Roles and Responsibilities .............................................................................................................
1.2.5 Project Planning and Implementation Review ............................................................................................
1.2.6 Equipment Installation ................................................................................................................................
1.2.7 CommandCentral Enablement ...................................................................................................................
1.2.8 Interview Room Training ............................................................................................................................
1.2.9 Functional Demonstration ..........................................................................................................................
1.2.10 Completion Milestone .................................................................................................................................
1.2.11 Transition to Support and Customer Success ............................................................................................
1.3 CommandCentral Evidence Statement of Work ..................................................................
1.3.1 Overview .....................................................................................................................................................
1.3.2 Agency and User Setup .............................................................................................................................
1.3.3 Community Interaction Tool .......................................................................................................................
1.3.4 Records Management ................................................................................................................................
1.3.5 Digital Evidence Management ....................................................................................................................
1.3.6 Field Response Application ........................................................................................................................
1.3.7 Third-Party Interfaces .................................................................................................................................
1.3.8 Training .......................................................................................................................................................
1.3.9 Transition to Support and Customer Success ............................................................................................
1.3.10 Overview .....................................................................................................................................................
1.3.11 Project Planning and Pre-Implementation Review .....................................................................................
City of Hollister PD, CA March 2024
Ststement of Work Per Quote 2360619
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1.3.12 Environmental Design Considerations .......................................................................................................
1.3.13 CommandCentral Enablement ...................................................................................................................
1.3.14 Software Installation and Configuration .....................................................................................................
1.3.15 Interfaces and Integration ...........................................................................................................................
1.3.16 System Training..........................................................................................................................................
1.3.17 Functional Demonstration ..........................................................................................................................
1.3.18 Completion Milestone .................................................................................................................................
1.3.19 Transition to Support and Customer Success ............................................................................................
City of Hollister PD, CA March 2024
Ststement of Work Per Quote 2360619
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Motorola Solutions
1 Statements of Work
1.1 Mobile Video Statement of Work
1.1.1 Overview
This Statement of Work (SOW) outlines the responsibilities of Motorola Solutions (Motorola) and the City of Hollister Police Department, CA (Customer) for the implementation of Body W orn Cameras (BWCs), In Car Video Cameras (ICVs), License Plate Readers (LPRs), CAD integration, as well as Video Manager ELC and Command Central Evidence (CCE) (otherwise known as your digital evidence management (DEMS)) solution. For the purpose of this SOW, the term “Motorola” may refer to our affiliates, subcontractors, and third-party partners. Motorola understands that Customer will be working directly with Lehr for the installation of the M500 ICVs proposed for your in-car video system(s).
This SOW addresses the responsibilities of Motorola and the Customer that are relevant to the implementation of the hardware and software components listed in Motorola’s quotation 2360619. Any changes or deviations from this SOW must be mutually agreed upon by Motorola and the Customer and will be addressed in accordance with the change provisions of the Agreement. The Customer acknowledges any changes or deviations from the SOW may incur additional cost.
Motorola and the Customer will work to complete their respective responsibilities in accordance with the Project Schedule. Any changes to the Project Schedule must be mutually agreed upon by both parties in accordance with the change provisions of the Contract.
Unless specifically stated, Motorola will perform the work remotely. The Customer will provide Motorola personnel with access to their network and facilities so Motorola is able to fulfill its obligations. All work will be performed during normal business hours (Monday through Friday from 8:00 a.m. to 5:00 p.m.).
The number and type of software subscription licenses, products, or services provided by Motorola and its subcontractors are specifically listed in the Contract and referenced in the SOW.
1.1.2 Award, Administration, and Project Initiation
Project Initiation and Planning will begin following the execution of the Contract between Motorola and the Customer. At the conclusion of Project Planning, the Motorola’s Project Manager (PM) will begin status meetings and provide status reports on a regular cadence with the Customer’s PM. The status report will provide a summary of activities completed, activities planned, project progress against the project schedule, items of concern requiring attention, as well as potential project risks and agreed upon mitigation actions.
Motorola utilizes Google Meet as its teleconference tool. If the Customer desires to use an alternative teleconferencing tool, any costs incurred for the use of the alternate teleconferencing tool will be the responsibility of the Customer.
City of Hollister PD, CA March 2024
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1.1.3 CJIS Information
Motorola will provide state of residency and fingerprint cards for any employee requiring physical or logical access to unencrypted NCIC/III or CHRI data so Customer can conduct a criminal background investigation. A criminal background investigation is also required for Motorola employees who need access to Criminal Justice Information Systems (CJIS) containing unencrypted NCIC/III or CHRI data.
If the Customer requires a different method for a Motorola employee to access CJIS, Motorola will work with the Customer to complete this documentation in a timely manner.
1.1.4 Completion Criteria
The project is considered complete once Motorola has completed all responsibilities listed in this SOW.
Customer’s task completion will occur based on the Project Schedule to ensure Motorola is able to complete all tasks without delays. Motorola will not be held liable for project delays due to incomplete Customer tasks.
The Customer must provide Motorola with written notification if they do not accept the completion of Motorola responsibilities. The written notification must be provided to Motorola within ten (10) business days of task completion.
1.1.5 Subscription Service Period
If the contracted system includes a subscription, the subscription service period will begin upon the Customer’s receipt of credentials for access. In the absence of written notification for non-acceptance, beneficial use will occur thirty (30) days after functional demonstration of the system.
1.1.6 Project Roles and Responsibilities Overview
1.1.6.1 Motorola Project Roles and Responsibilities
The Motorola Project Team will be assigned to the project under the direction of the Motorola’s PM.
Each team member will be engaged in different phases of the project as necessary. Some team members will be multi-disciplinary and may fulfill more than one role.
In order to maximize effectiveness, the Motorola Project Team will provide various services remotely by teleconference, web-conference, or other remote method in order to fulfill our commitments as outlined in this SOW.
Our experience has shown customers who assume ownership of the system early and take an active role in the delivery and educational process realize user adoption sooner and achieve higher levels of success with system operation.
The subsections below provide an overview of the Project Team Members.
City of Hollister PD, CA March 2024
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Project Manager (PM)
The PM will be the principal business representative and point of contact for Motorola. The PM’s responsibilities may include but are not limited to:
• Manage Motorola responsibilities related to the delivery of the project. • Maintain the Project Schedule, and manage assigned Motorola personnel, subcontractors, and suppliers as applicable.
• Coordinate schedules of assigned Motorola personnel, subcontractors, and suppliers as applicable.
• Conduct equipment inventory.
• Maintain project communications with the Customer.
• Identify and manage project risks.
• Coordinate collaboration of Customer resources to minimize project delays. • Evaluate project status against Project Schedule.
• Conduct status meetings on mutually agreed upon dates to discuss project status. • Provide timely responses to Customer inquiries and issues related to project progress. • Conduct daily status calls with the Customer during Go-Live.
Post Sales Engineer
The Post Sales Engineer will work with the Customer’s Project Team on:
• System provisioning.
• Contracted data migration between two disparate digital evidence management systems (if applicable).
System Technologist (ST)
The ST will work with the Customer’s Project Team on:
• The installation and configuration of system devices. • Provide instructions to the Customer on the installation and configuration of system devices. • Review equipment setup with the Customer.
• Develop and submit a Trip Report to the Customer.
Professional Services Engineer
The Professional Services Engineer is engaged on projects that include integration between Motorola evidence management system and the Customer’s third-party software application. Their responsibilities include:
• Delivery of the interface between Motorola evidence management system and the Customer’s third-party software (e.g. CAD).
• Work with the Customer to access required systems/data.
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Application Specialist
The Application Specialist will work with the Customer Project Team on system provisioning and education. The Application Specialist’s responsibilities include but are not limited to:
• Deliver provisioning education and guidance to the Customer for operating and maintaining their system.
• Provide product education as defined by this SOW and described in the Education Plan.
Technical Trainer / Instructor
The Technical Trainer / Instructor provides training on-site or remote depending on the training topic and deployment services purchased.
Customer Support Services Team
The Customer Support Services Team will provide on-going support to the Customer following Go-Live and final acceptance of the project.
1.1.6.2 Customer Project Roles and Responsibilities
Motorola has defined key resources that are critical to this project and must participate in all the activities defined in this SOW. During the Project Planning phase, the Customer will be required to provide names and contact information for the roles listed below. It is critical that these resources are empowered to make decisions based on the Customer’s operational and administration needs. The Customer Project Team will be engaged from Project Initiation through Beneficial Use of the system. In the event the Customer is unable to provide the resources identified in this section, Motorola may be able to supplement these resources at an additional cost.
Project Manager
The PM will act as the primary point of contact for the duration of the project. In the event the project involves multiple locations, Motorola will work exclusively with the Customer’s primary PM. The PM’s list of responsibilities include the following:
• Communicate and coordinate with other project participants. • Manage the Customer Project Team including subcontractors and third-party vendors. This includes timely facilitation of tasks and activities.
• Maintain project communications with the Motorola PM. • Identify the tasks required of Customer staff that are outlined in this SOW and the Project Schedule.
• Consolidate all project inquiries from Customer staff to present to the Motorola PM. • Approve a deployment date offered by Motorola.
• Review the Project Schedule with the Motorola PM and finalize tasks, dates, and responsibilities.
• Measure and evaluate progress against the Project Schedule. • Monitor the project to ensure resources are available as required. • Attend status meetings.
• Provide timely responses to issues related to project progress.
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• Liaise and coordinate with other agencies, Customer vendors, contractors, and common carriers.
• Review and administer change control procedures, hardware and software certification, and all related project tasks required to meet the deployment date. • Ensure Customer vendors’ readiness ahead of the deployment date. • Assign one or more personnel to work with Motorola staff as needed for the duration of the project, including one or more representatives from the IT department. • Identify a resource with authority to formally acknowledge and approve milestone recognition certificates, as well as, approve and release payments in a timely manner. • Provide Motorola personnel with access to all Customer facilities where system equipment is to be installed. Temporary identification cards are to be issued to Motorola personnel, if required for access.
• Ensure remote network connectivity and access for Motorola resources. • Assume the responsibility for all fees pertaining to licenses, inspections and any delays associated with inspections due to required permits as applicable to this project. • Provide reasonable care to prevent equipment exposure from contaminants that may cause damage to the equipment or interruption of service.
• Ensure a safe work environment for Motorola personnel. • Identify and manage project risks.
• Provide signature(s) of Motorola-provided milestone recognition certificate(s) within ten (10) business days of receipt.
IT Support
IT Support manages the technical efforts and ongoing activities of the Customer’s system. IT Support will be responsible for managing Customer provisioning and providing Motorola with the required information for LAN, WAN, server and client infrastructure. IT Support must be familiar with connectivity to internal, external and third-party systems where the proposed system will interface.
The IT Support Team responsibilities include but are not limited to:
• Participate in delivery and training activities to understand the software, interfaces and functionality of the system.
• Participate along with Customer Subject Matter Experts (SMEs) during the provisioning process and associated training.
• Authorize global provisioning decisions and be the Point of Contact POC) for reporting and verifying problems.
• Maintain provisioning.
• Implement changes to Customer infrastructure in support of the proposed system.
Video Management Point of Contact (POC)
The Video Manager POC will educate officers on digital media policy, participate in Discovery tasks, and complete the Video Management Administration training.
City of Hollister PD, CA March 2024
Ststement of Work Per Quote 2360619
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Subject Matter Experts (SMEs)
SMEs are a core group of users involved with the analysis, training and provisioning process, including making decisions on global provisioning. The SMEs should be experienced users in their own respective field (evidence, dispatch, patrol, etc.) and should be empowered by the Customer to make decisions based on provisioning, workflows, and department policies related to the proposed system.
Training POC
The Training POC will act as the course facilitator and is considered the Customer’s educational monitor. The Training POC will work with the Motorola team when policy and procedural questions arise. They will be responsible for developing any agency specific training material(s) and configuring new users on the Motorola Learning eXperience Portal (LXP) system. This role will serve as the first line of support during Go-Live for the Customer’s end users.
1.1.6.3 General Customer Responsibilities
In addition to the Customer responsibilities listed above, the Customer is responsible for the following:
• All Customer-provided equipment, including third-party hardware and software needed for the proposed system but not listed as a Motorola deliverable. Examples include end user workstations, network equipment, etc.
• Configure, test, and maintain third-party system(s) the Customer will interface with the proposed system.
• Establish an Application Programming Interface (API) for applicable third-party system(s) and provide documentation that describes the integration to the Motorola system. • Coordinate and facilitate communication between Motorola and Customer third-party vendor(s) as required.
• Third-party installers must be certified through Motorola LXP for remote or in person installation training. The Customer will be responsible for work performed by non-certified installers. • Upgrades to Customer’s existing system(s) in order to support the proposed system. • Mitigate the impact of upgrading Customer third-party system(s) that will integrate with the proposed system. Motorola strongly recommends working with the Motorola Project Team to understand the impact of such upgrades prior to taking action. • Active participation of Customer SMEs during the course of the project. • Electronic versions of any documentation associated with business processes identified. • Providing a facility with the required computer and audio-visual equipment for training and work sessions.
• Ability to participate in remote project meetings using Google Meet or a mutually agreed upon Customer-provided remote conferencing tool.
Motorola is not responsible for any delays that arise from Customer’s failure to perform the responsibilities outlined in this SOW or delays caused by Customer’s third-party vendor(s) or subcontractor(s).
City of Hollister PD, CA March 2024
Ststement of Work Per Quote 2360619
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1.1.7 Network and Hardware Requirements
The following requirements must be met by the Customer prior to Motorola installing the proposed system:
• Provide network connectivity for the transfer and exchange of data for the proposed system. • Provide Virtual Private Network (VPN) remote access for Motorola personnel to configure the system and conduct diagnostics.
• Provide Internet access to server(s).
• Provide devices such as workstations, tablets, and smartphones with Internet access for system usage. Chrome is the recommended browser for optimal performance. The workstations must support MS Windows 11 Enterprise.
• Provide and install antivirus software for workstation(s). • Provide Motorola with administrative rights to Active Directory for the purpose of installation, configuration, and support.
• Provide all environmental conditions such as power, uninterruptible power sources (UPS), HVAC, firewall and network requirements.
• Ensure required traffic is routed through Customer’s firewall.
1.1.8 Project Planning
A clear understanding of the needs and expectations of Motorola and the Customer is critical to fostering a collaborative environment of trust and mutual respect. Project Planning requires the gathering of specific information to set clear project expectations and guidelines, as well as lay the foundation for a successful implementation.
1.1.8.1 Project Planning Session
A Project Planning Session will be scheduled after the Contract has been executed. The Project Planning Session is an opportunity for the Motorola and Customer PM to meet prior to the Project Kickoff Meeting and review key elements of the project and expectations of each other. Dependent upon solutions purchased, the agenda will typically include:
A high level review of the following project elements:
• Contract documents.
• A summary of contracted applications and equipment as purchased. • Customer’s involvement in project activities to confirm understanding of scope and required time commitments.
• A high level Project Schedule with milestones and dates. • Confirm CJIS background investigations and fingerprint requirements for Motorola employees and/or subcontractors.
• Determine Customer location for Motorola to ship their equipment for installation.
City of Hollister PD, CA March 2024
Ststement of Work Per Quote 2360619
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Motorola Responsibilities
• Schedule the remote Project Planning Session.
• Request the assignment of Customer Project Team and any additional Customer resources that are instrumental to the project’s success.
• Provide the initial Project Schedule.
• Baseline the Project Schedule.
• Review Motorola’s delivery approach and its reliance on Customer-provided remote access. • Document mutually agreed upon Project Kickoff Meeting Agenda. • Request user information required to establish the Customer in the Motorola LXP.
Customer Responsibilities
• Identify Customer Project Team and any additional Customer resources that are instrumental to the project’s success.
• Acknowledge the mutually agreed upon Project Kickoff Meeting Agenda. • Provide approval to proceed with the Project Kickoff Meeting.
Motorola Deliverables
• Project Kickoff Meeting Agenda.
1.1.8.2 Project Kickoff
Motorola will work with the Customer to understand the impact of introducing a new solution and the preparedness needed for successful implementation of the solution.
Note: The IT Questionnaire is completed during the pre-sales process and prior to Contract award. The IT Questionnaire is given to Motorola at time of offer acceptance. Delay in completing the IT Questionnaire will delay shipment of equipment.
Motorola Responsibilities
• Review Contract documents including project delivery requirements as described in this SOW. • Discuss the deployment start date and deliver the Deployment Checklist. • Discuss vehicle equipment installation activities and responsibilities. • Discuss equipment inventory process.
• Discuss project team participants and their role(s) in the project with fulfilling the obligations of this SOW.
• Review resource and scheduling requirements.
• Discuss Motorola remote system access requirements (24-hour access to a secured two-way Internet connection through the Customer’s firewall for the purposes of deployment and maintenance).
• Discuss and deliver the Business Process Review (BPR) Workbook. • Complete all necessary documentation (i.e. fingerprints, background checks, card keys, etc.) required for Motorola resources to gain access to Customer facilities. • Discuss the LXP training approach.
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• Provide designated Customer administrator with access to LXP. • Review and agree on completion criteria and the process for transitioning to support.
Customer Responsibilities
• Provide feedback on project delivery requirements.
• Review the Deployment Checklist.
• Review the roles of project participants to identify decision-making authority. • Provide VPN access to Motorola personnel to facilitate delivery of services described in this SOW.
• Validate non-disclosure agreements, approvals, and other related items are complete when applicable.
• Provide all documentation (i.e. fingerprints, background checks, card keys, etc.) required for Motorola resources to gain access to Customer facilities. • Provide Motorola with names and contact information to the designated LXP Administrator(s).
Motorola Deliverables
• Project Kickoff Meeting Minutes.
• BPR Workbook.
• Deployment Checklist.
1.1.8.3 Discovery Teleconference
During the Discovery Teleconference, Motorola will meet with the Customer to define system configuration, as well as, agency recording and retention policies. This information will be documented in the Business Process Review (BPR) Workbook, which is used as a guide for configuration and provisioning decisions.
Motorola Responsibilities
• Facilitate Discovery Teleconference(s).
• Review and complete BPR Workbook with the Customer.
• Confirm Customer-provided configuration inputs.
Customer Responsibilities
• Gather and review information required to complete the BPR Workbook during the Discovery Teleconference.
• Schedule Customer Project Team and SMEs to attend the Discovery Teleconference. SMEs should be present to weigh-in on hardware, software and network components. Customer attendees should be empowered to convey policies and make modifications to policies as necessary.
• Return completed BPR Workbook no more than five (5) business days after the conclusion of the Discovery Teleconference.
Motorola Deliverables
• Completed BPR Workbook.
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1.1.9 Project Execution
1.1.9.1 Equipment Procurement and Installation
Motorola will procure contracted equipment as part of the ordering process. The equipment will be configured with a basic profile in line with the information provided by the IT Questionnaire or Discovery Teleconference to enable installation and configuration of the system. The Customer is responsible for providing an installation environment that meets manufacturer’s specifications for the equipment, which includes but is not limited to:
• Power.
• Heating/Cooling.
• Network Connectivity.
• Access and Security.
• Conduit and Cabling.
If Motorola and/or its subcontractors are responsible for the installation, the responsibilities outlined below will apply to Motorola and the Customer.
Note: Performance of the system, when users are accessing and retrieving videos, is dependent on the Customer’s network speed, and the available bandwidth availability to the DEMS system.
Prior to deployment, Motorola will use the Motorola Network Bandwidth Tool to verify the Customer’s upload and download speeds from the DEMS system and provide recommendations for quality improvement. Any improvements to the Customer’s network are the Customer’s responsibility.
Motorola Responsibilities
• Procure contracted equipment and ship to the Customer's designated location. • Inventory equipment after arrival at Customer location. • Install backend equipment (server) in the Customer's designated area. • Conduct a power-on test to validate the installed hardware and software are ready for configuration.
• Verify remote connection to equipment.
• For an on-site deployment, Motorola will be responsible for verifying the body-worn camera Transfer Stations are connected to the Customer’s network. The Customer is responsible for ensuring Motorola has the correct IP address(es) for configuring the Transfer Stations, and the Customer’s network is operational
• Provide a Trip Report outlining the activities completed during installation.
Customer Responsibilities
• Procure Customer-provided equipment and make it available at the installation location. • Confirm the server room complies with environmental requirements (i.e. power, uninterruptible power, surge protection, heating/cooling, etc.)
• Verify the server is connected to the Customer’s network. • Provide, install, and maintain antivirus software for server(s) and/or workstation(s).
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• Enable outgoing network connection (external firewall) to the CommandCentral cloud by utilizing the Customer’s Internet connection.
• Install Access Point(s) (APs).
• Verify APs are properly installed and connected to the network. • For remote deployments, the Customer is responsible for verifying the body-worn camera Transfer Stations are connected to their network.
• Confirm access to installed software on Customer-provided workstation(s). • For body-worn cameras, the Customer will verify whether the Transfer Station(s) are connected to their network.
If the Customer and/or its subcontractors are responsible for the installation, the responsibilities outlined below will apply to Motorola and the Customer.
Motorola Deliverables
• Contracted Equipment.
• Equipment Inventory.
1.1.9.2 In-Car Video System
The Motorola-certified installer will complete the installation of the in-car video (ICV) system(s) in Customer-provided vehicle(s) per Motorola installation guidelines. The installer may also be responsible for installing cellular routers or Wi-Fi radios inside the vehicle(s) for wireless upload of video to the Customer’s evidence management system.
Motorola Responsibilities
• Setup server for ICV digital video recorder (DVR) configuration. • Create configuration USB used to complete ICV hardware installation. • Travel to the Customer site to conduct on-site installation activities. • Complete ICV configuration on a single vehicle and validate the configuration with the Customer.
• Receive Customer approval to proceed with remaining ICV configurations. • Complete remaining contracted vehicle installations.
• Test a subset of completed ICV hardware installations. • Complete installation of cellular modem and confirm placement of antenna mounting with Customer.
• Install Customer-provided SIM card into cellular modem and connect modem to ICV system. • Install Car Detector Mobile MDC Software on Customer-provided mobile data terminal (MDT) within the vehicle.
• Configure MDC Network Card.
Customer Responsibilities
• Provide Motorola with remote connection and access credentials to complete ICV hardware installation.
• Notify Motorola of the vehicle installation location. • Coordinate and schedule date and time for vehicle installation(s).
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• Make ICV hardware available to Motorola for installation in accordance with the vehicle installation schedule.
• Provide cellular SIM Card for Internet connectivity to installer at time of vehicle installation.
Motorola Deliverables
• Complete Functional Validation Plan as it applies to the proposed solution.
Note: The Customer is responsible for having all vehicles and devices available for installation per the Project Schedule. All cellular data fees and Internet connectivity charges are the responsibility of the Customer. For license plate recognition (LPR) installations, an MDT is required for all vehicles. Motorola is not responsible for any delays associated with the Customer fulfilling their obligations per this SOW.
1.1.9.3 Body Worn Camera Configuration
The Transfer Station will be utilized to configure each body-worn camera according to the Business Process Review. In order for this process to be successfully completed, the Transfer Station must be connected to the evidence management system.
Motorola Responsibilities
• Configure Transfer Station(s) for connectivity to the evidence management system. • Verify the Transfer Station(s) is configured properly and connected to the network. • Configure body-worn camera(s) within the evidence management system. • Check out body-worn camera(s) and create a test recording. • Verify completion of upload from body-worn camera(s) after it is docked back in a Transfer Station or USB dock.
• Install and provide a demonstration of client software as part of the same on-site engagement as Go-Live, unless otherwise outlined in this SOW.
Customer Responsibilities
• Select physical location(s) for Transfer Station(s).
• Provide and install workstation hardware.
• Complete installation of client software on remaining workstations and mobile devices. • Validate functionality of components and solution utilizing the Deployment Checklist. • Provide Motorola remote connection information and necessary credentials.
If the body-worn camera(s) and Transfer Station(s) are part of a remote deployment, the following responsibilities will apply to Motorola and the Customer.
1.1.9.4 License Plate Recognition Commissioning
This section highlights the responsibilities of Motorola and the Customer when an in-car video system interfaces with the Law Enforcement Archival Report Network (LEARN or PlateSearch) database.
Motorola Responsibilities
• Create a Customer account in the LEARN system with user(s) emails. • Verify the Customer has installed and launched the Vigilant Car Detector Mobile Software per the Vigilant LEARN Quickstart Guide.
City of Hollister PD, CA March 2024
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Motorola Solutions
• Provide Mobile LPR - Officer Safety Basic and Advanced Pre-Installation Checklist. • Provide Agency Manager with Training Materials and Car Detector Mobile MDC software installation guide.
• Advise Agency Manager of different options available to add new users. • Confirm Agency Manager is aware of registration required for Hotlists. • Confirm Agency Manager understands how to set up data-sharing.
Customer Responsibilities
• Identify the Agency Manager.
• Register to receive access to Hotlist.
1.1.9.5 Software Installation and Configuration
VideoManager ELC software is a cloud solution that does not require an onsite server and supports both body-worn cameras and in-car video systems.
Motorola Responsibilities
• Use information provided in BPR Workbook to configure VideoManager ELC software. • Create users, groups, and setup permissions.
• Create event categories.
• Set retention policies.
• Test software using applicable portions of the Functional Validation Plan. • Ensure training POC can access the system.
Customer Responsibilities
• Verify traffic can be routed through Customer’s firewall and reaches end user workstations.
1.1.9.5.1 CloudConnect Installation and Configuration
Motorola Responsibilities
• Verify remote access capability.
• Remotely configure CloudConnect Virtual Machine within the Cloud Anchor Server. • Configure network connectivity and test connection to the CloudConnect Virtual Machine. • Provide Customer with the information for setting up the IPSEC tunnel. • Create an IPSEC tunnel.
Customer Responsibilities
• Provide Motorola with two static IP addresses, corresponding subnet masks/default gateway, and available NTP and DNS IP to the components.
• Confirm with Motorola the network performance requirements are met. • Configure firewall to allow traffic from IPSEC tunnel.
Completion Criteria
• CloudConnect Virtual Machine configuration is complete.
City of Hollister PD, CA March 2024
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1.1.9.6 CommandCentral Evidence
Motorola will work with the Customer to determine best industry practices, current operations environment, and subsystem integration to ensure the optimal configuration of your CommandCentral Evidence solution.
Motorola Responsibilities
• Use the CommandCentral Admin Portal to provision users, groups, and rules based on Customer Active Directory data.
• Guide the Customer in the configuration of CommandCentral Evidence.
Customer Responsibilities
• Supply access and credentials to Customer’s Active Directory for the purpose of Motorola conducting CommandCentral Evidence provisioning.
• Respond to Motorola’s inquiries regarding users, groups and agency mapping to CommandCentral Evidence.
• Provision policies, procedures, and user permissions. • Configure evidence as directed by Motorola.
1.1.10 DEMS Integration with MSI CAD
The integration between Motorola’s evidence management system and the MSI CAD system may consist of an iterative series of activities. Interfaces will be installed and configured in accordance with the Project Schedule.
City of Hollister PD, CA March 2024
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Motorola Responsibilities
• Develop interface(s) in accordance with the Solution Description. • Establish and validate connectivity between Motorola Mobile Video and CAD systems. • Configure interface(s) to support the functionality described in the Project Plan. • Perform functional demonstration to confirm the interface(s) can transmit and receive data to the applicable system.
Customer Responsibilities
• Provide personnel authorized to make changes to the network and to support Motorola’s integration efforts.
• Provide network connectivity between evidence management system and the third-party system(s).
• Provide information on API, SDKs, data scheme, and any documentation necessary to establish interfaces with all local and remote systems. This information should be provided within 10 business days of the Interface Engagement Meeting.
Note: At the time of initial design, unknown circumstances, requirements or anomalies may present difficulties with interfacing Motorola products to a third-party application. These difficulties could result in a poorly performing or a non-functional interface. By providing Motorola with this information early in the deployment process, will put us in the best position to mitigate these potential issues. If the resolution requires additional third-party integration, application upgrades, APIs, and/or additional software licenses, the Customer is responsible for addressing these issues at their cost. Motorola is not responsible for any delays or costs associated with third-party applications or Customer-provided third- party hardware or software.
1.1.11 System Training
The objective of this section is to prepare for and deliver training. Motorola training consists of computer-based (online) and instructor-led (on-site or remote). Our training delivery methods will vary depending on course content. Training will be delivered in accordance with the Education Plan. As part of our training delivery, Motorola will provide user guides and training materials in an electronic format.
1.1.11.1 Online Training
Online training is made available to the Customer through Motorola’s LXP. This subscription service provides customers with unlimited access to our online training content and provides users with the flexibility of learning the content at their own pace. Training content is added and updated on a regular basis to keep information current.
Through LXP, a list of available online training courses, Motorola User Guides, and Training Material are accessible in electronic format.
City of Hollister PD, CA March 2024
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Motorola Responsibilities
• Designate a LXP Administrator to work with the Customer. • Establish an accessible instance of LXP for the Customer. • Configure a Customer-specific portal view.
• Organize content to align with the Customer’s selected technologies. • Create initial Customer user accounts and a single Primary Administrator account. • During on boarding, assist the Customer with LXP usage. • Create and maintain user role Learning Paths defined by the Customer. • Provide technical support for user account and access issues, LXP functionality, and Motorola managed content.
• Provide instruction to Customer LXP Administrator on building groups.
Customer Responsibilities
• Provide user information for the initial creation of accounts. • Complete LXP Administrator training.
• Ensure network and Internet connectivity for Customer access to LXP. • Customer's primary LXP Administrator is required to complete the following self-paced training:
LXP Introduction (LXP0001), LXP Primary Site Administrator Overview (LXP0002), and LXP Group Administrator Overview (LXP0003).
• Advise users on the availability of training through LXP. • Ensure users complete LXP training in accordance with the Project Schedule. • Build groups as needed.
• Request additional subscriptions to access LXP by providing user credential information.
1.1.11.2 Instructor-Led Training (On-site and Remote)
Instructor-led courses are based on products purchased and the Customer’s Education Plan.
Motorola Responsibilities
• Deliver User Guides and training materials in an electronic format. • Perform training in accordance with the Education Plan. • Provide the Customer with training attendance rosters and summarize any pertinent information that may impact end user training.
Customer Responsibilities
• Supply classroom(s) based on the requirements listed in the Education Plan. • Designate training representatives who will work with the Motorola trainer(s) to deliver the training content.
• Facilitate training of all Customer end users in accordance with the Customer’s Education Plan.
Motorola Deliverables
• Electronic versions of User Guides and training materials. • Attendance rosters.
City of Hollister PD, CA March 2024
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1.1.12 Project Go-Live, Closure, and Handover to Support Motorola will utilize the Deployment Checklist throughout the deployment process to verify features and functionality are in line with installation and configuration requirements. The Customer will witness the ST demonstrating the Deployment Checklist and provide feedback as features and functionality are demonstrated. The Customer is considered Live on the system after the equipment has been installed, configured, and made available for use and training has been delivered or made available to the Customer.
Upon the conclusion of Go-Live, the project is prepared for closure. Project closure is defined as the completion of tasks and the Customer’s receipt of contracted components. The Deployment Checklist serves as the artifact that memorializes a project closure. A System Acceptance Certificate will be provided to the Customer for signature to formally close out the project. Upon project closure, the Customer will engage with Technical Support for on-going needs in accordance with the Customer’s specific terms and conditions of support.
Motorola Responsibilities
• Provide the Customer with Motorola Technical Support engagement process and contact information.
• Provide Technical Support with the contact information of Customer users who are authorized to engage Technical Support.
• Ensure Deployment Checklist is complete.
• Obtain Customer signature on the System Acceptance Certificate. • Provide Customer survey upon closure of the project.
Customer Responsibilities
• Provide signatory approval on the System Acceptance Certificate signifying project closure. • Provide Motorola with the contact information of users who are authorized to engage Motorola’s Technical Support.
• Engage Technical Support as needed.
Motorola Completion Criteria
Provide Customer with survey upon closure of the project.
1.2 CommandCentral Evidence Interview Room
Statement of Work
1.2.1 Overview
In accordance with the terms and conditions of the Agreement, this Statement of Work (SOW) defines the principal activities and responsibilities of all parties for the delivery of the Motorola (Motorola) system as presented in this offer Customer. When assigning responsibilities, the phrase “Motorola” includes our subcontractors and third-party partners.
City of Hollister PD, CA March 2024
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Motorola Solutions
Deviations and changes to this SOW are subject to mutual agreement between Motorola and the Customer and will be addressed in accordance with the change provisions of the Agreement.
Unless specifically stated, Motorola work will be performed remotely. Customer will provide Motorola resources with unrestricted direct network access to enable Motorola to fulfill its delivery obligations.
Motorola’s Project Manager will use the SOW to guide the deployment process and coordinate the activities of Motorola resources.
The scope of this project is limited to supplying the contracted equipment and software as described in the Solution Description and system integration and or subscription services as described in this SOW and the Agreement.
1.2.2 Contract Administration and Project Initiation
After the Agreement is executed, the project is set up in Motorola’s information and management systems, project resources are assigned and delivery activities commence. Motorola and Customer will work to complete their respective responsibilities in accordance with the mutually agreed upon and executed project schedule. Any changes in the project schedule will be mutually agreed upon via change order in order to avert delay.
1.2.3 Completion and Acceptance Criteria
Motorola’s work is considered complete upon Motorola completing the last task listed in a series of responsibilities or as specifically stated in Completion Criteria. Customer task completion will occur in a way that enables Motorola to complete its tasks without delay.
The Customer will provide Motorola with written notification that it does not accept the completion of a task or rejects a Motorola deliverable within five business days of completion or receipt of a deliverable.
As CommandCentral is provided as a subscription service, the subscription service period will begin upon activation of service in accordance with the Subscription Software Addendum or as otherwise set out in the Agreement unless mutually agreed otherwise by project change order.
Note: Motorola has no responsibility for the performance and/or delays caused by other contractors or vendors engaged by the Customer for this project, even if Motorola has recommended such contractors.
1.2.4 Project Roles and Responsibilities
1.2.4.1 Motorola Roles and Responsibilities
A Motorola team, made up of specialized personnel, will be assigned to the project under the direction of the Motorola Project Manager. Team members will be multi-disciplinary and may fill more than one role. Team members will be engaged in different phases of the project as necessary.
In order to provide efficiencies, Motorola’s project team will provide services remotely via remote methods in fulfilling its commitments as outlined in this Statement of Work.
The personnel role descriptions noted below provide an overview of typical project team members. One or more resources of the same type may be engaged as needed throughout the project. There may be other personnel engaged in the project under the direction of the Project Manager.
City of Hollister PD, CA March 2024
Ststement of Work Per Quote 2360619
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Motorola Solutions
Motorola’s project management approach has been developed and refined based on lessons learned in the execution of hundreds of system implementations. Using experienced and dedicated people, industry-leading processes, and integrated software tools for effective project execution and control, we have developed and refined practices that support the design, production, and validation required to deliver a high-quality, feature-rich system.
Project Manager
The Project Manager (PM) is responsible for the coordination and scheduling of Motorola resources.
PM specific responsibilities include the following:
• Serve as the principal business representative and point of contact for the organization. • Manage the Motorola responsibilities related to the delivery of the project. • Maintain the project schedule and manage the assigned Motorola personnel and applicable subcontractors/supplier resources.
• Manage the Change Order process per the Agreement.
• Maintain project communications with the Customer.
• Identify and manage project risks and provide email status updates. • Collaboratively coordinate with Customer resources to reduce and avoid project delays. • Provide timely responses to issues related to project progress.
Solution Enablement
The Solution Enablement resource is responsible for the delivery of the contracted solution. Specific responsibilities include the following:
• Confirmation that the delivered technical elements and enablement of applications meets contracted requirements.
• Delivery of interfaces and integrations between Motorola products. • Engagement throughout the duration of the delivery.
City of Hollister PD, CA March 2024
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Customer Success Onboarding Advocate
A Customer Success Advocate is assigned to the Customer. The Customer Success Advocate’s responsibilities include the following:
• Collaborate with agency personas and key stakeholders to document desired customer outcomes for the system(s).
• Collaborate with Motorola Project Team to schedule deployments and transitions in alignment with Customer’s desired outcomes.
• Establish Customer Success Advocate as Customer’s ongoing trusted advisor for Command Center Software.
• Familiarize key Customer stakeholders with Motorola processes (support, feature enhancements, etc.)
• Engage with the Customer on industry trends and Motorola evolutions.
Customer Support Services Team
The Customer Support Services team provides ongoing support of the Customer’s System(s) as defined in the Agreement.
1.2.4.2 Customer Core Team, Roles and Responsibilities Overview The success of the project is dependent on early assignment of a Customer Core Team; during the Project Planning review the customer will be required to deliver names and contact information for the below listed roles that will make up the Customer Core Team. In many cases, the Customer will provide project roles that correspond with Motorola’s project roles. It is critical that these resources are empowered to make decisions based on the Customer’s operational and administration needs. The Customer Core Team should be engaged from project initiation through beneficial use of the system.
The continued involvement in the project and use of the system will convey the required knowledge to maintain the system post-completion of the project. In some cases, one person may fill multiple project roles. The Customer Core Team must be committed to participate in activities for a successful implementation. In the event the Customer is unable to provide the roles identified in this section Motorola may be able to supplement Customer resources at an additional price.
Project Manager
The Project Manager will act as the primary Customer point of contact for the duration of the project.
The Project Manager is responsible for management of any third-party vendors that are the Customer’s subcontractors and has the authority to issue/approve any project change orders. In the event the project involves multiple agencies, Motorola will work exclusively with a single Customer-assigned Project Manager (the primary Project Manager). The Project Manager’s responsibilities include the following:
• Communicate and coordinate with other project participants. • Manage the Customer project team, including timely facilitation of efforts, tasks, and activities. • Maintain project communications with the Motorola Project Manager. • Identify the efforts required of Customer staff to meet the task requirements and milestones in this SOW and Project Schedule.
• Provide timely responses to issues related to project progress.
City of Hollister PD, CA March 2024
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• Liaise and coordinate with other agencies, Customer vendors, contractors, and common carriers.
• Ensure Customer vendors’ adherence to overall Project Schedule and Project Plan. • Assign one or more personnel who will work with Motorola staff as needed for the duration of the project, including at least one Application Administrator for CommandCentral and one or more representative(s) from the IT department.
• Ensure remote network connectivity and access to Motorola resources.
System Administrator
The System Administrator manages the technical efforts and ongoing tasks and activities of their system, as defined in the Customer Support Plan (CSP).
Application Administrator(s)
The Application Administrator(s) manages the Customer-owned provisioning maintenance and Customer code tables required to enable and maintain system operation. The Application Administrator’s involvement will start at the Project Kickoff stage of the project. They are engaged throughout the project to ensure they are able to maintain the provisioning post-handoff. The Application Administrator’s responsibilities include the following:
• Participate in overall delivery activities to understand the software, interfaces, and functionality of the system.
• Authorize global provisioning choices and decisions, and be the point(s) of contact for reporting and verifying problems and maintaining provisioning.
• Obtain inputs from other user agency stakeholders related to business processes and provisioning.
IT Personnel
IT personnel provide required information related to LAN, WAN, and wireless networks. They will provide required information related to the devices and infrastructure related to servers, clients, radio, video, and other devices ancillary to the implementation. They must also be familiar with connectivity to internal, external, and third-party systems to which the Motorola system will interface.
General Customer Responsibilities
In addition to the Customer Responsibilities stated elsewhere in this SOW, the Customer is responsible for the following:
• All Customer-provided equipment, including hardware and third-party software, necessary for delivery of the System not specifically listed as a Motorola deliverable. This will include end user workstations, network equipment, cameras, sensors, and the like. • Configuration, maintenance, testing, and supporting the third-party systems the Customer operates which will be interfaced to as part of this project. • Customer is responsible for providing the Applications Programming Interface (API) or Software Development Kit (SDK) software licenses and documentation that details the integration process and connectivity for the level of interface integration defined by Motorola. • Communication between Motorola and Customer’s third-party vendors, as required, to enable Motorola to perform its duties.
City of Hollister PD, CA March 2024
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Motorola Solutions
• Active participation of Customer Core Team in project delivery meetings and working sessions during the course of the project. Customer Core Team will possess requisite knowledge of Customer operations and legacy system(s) and possess skills and abilities to operate and manage the system.
• The provisioning of Customer specific parameters as requested by Motorola. This information must be provided in a timely manner in accordance with the Project Schedule. • Electronic versions of any documentation associated with the business processes identified. • Providing a facility with the computer and audio-visual equipment for work sessions. • Ability to participate in remote project meeting sessions using Google Meet or a mutually agreeable, Customer-provided, alternate remote conferencing solution.
1.2.5 Project Planning and Implementation Review
A clear understanding of the needs and expectations of both Motorola and the Customer are critical to the successful implementation and on-going operation of CommandCentral. In order to establish expectations for system deployment and to raise immediate visibility to ongoing operation and maintenance requirements, Motorola will work with the Customer to help understand the impact of introducing a new solution and your preparedness for the implementation and support of the CommandCentral system.
Shortly after contract signing, Motorola will conduct a one-on-one remote meeting with the Customer Project Manager to review the task requirements of the implementation and help to identify areas of potential risk due to lack of resource availability, experience or skill.
The meeting discussion will focus on the scope of implementation requirements, resource commitment requirements, cross-functional team involvement, and a review of the required technical resource.
Motorola Responsibilities
• Make initial contact with the Customer Project Manager and schedule the Implementation Review.
• Discuss the overall project deployment methodologies, inter–agency/inter–department decision considerations (as applicable), and third party engagement/considerations (as applicable). • Discuss Customer involvement in system provisioning and data gathering to understand scope and time commitment required.
• Discuss the LXP training approach.
• Coordinate enabling designated Customer Application Administrator with access to the LXP and CommandCentral Admin portal.
• Obtain from Customer all paperwork and/or forms (i.e. fingerprints, background checks, card keys and any other security requirement) required of Motorola resources to obtain access. • Request third-party API, SDKs, data schema, and any internal and third-party documents necessary to establish interfaces with local and remote systems.
City of Hollister PD, CA March 2024
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Customer Responsibilities
• Provide Motorola with the names and contact information for the designated LXP and application administrators.
• Acknowledge understanding of the Implementation Packet and provide the required information. • Provide VPN access to Motorola staff to facilitate delivery of services described in this Statement of Work.
• Validate any necessary non-disclosure agreements, approvals, and other related issues are complete in time so as not to introduce delay in the project schedule. Data exchange development must adhere to third-party licensing agreements. • Provide all paperwork and/or forms (i.e. fingerprints, background checks, card keys, and any other security requirement) required of Motorola resources to obtain access to each of the sites identified for this project.
• Provide the contact information for the license administrator for the project; i.e. IT Manager, CAD Manager, and any other key contact information as part of this project. • Validate access to the LXP and CommandCentral Admin portal.
1.2.6 Equipment Installation
Motorola will order the contracted equipment as part of the order process. Customer is responsible for providing an installation environment that meets manufacturer’s specifications for the infrastructure required to support the Motorola solution including but not limited to:
• Power.
• Heating/cooling.
• Network connectivity.
• Access and security.
• Conduit and cabling.
Motorola will ship the equipment to Customer’s location for installation.
Motorola Responsibilities
• Procure the contracted equipment and ship to Customer designated location. • Inventory equipment after arrival at Customer’s location. • Install equipment in Customer’s environment.
• Conduct a power on test to validate that the installed hardware is ready for configuration. • Verify remote connection to equipment.
Customer Responsibilities
• Confirm the server room complies with manufacturer specifications. • Enable outgoing network connection (external firewall) to the CommandCentral cloud via a Customer provided internet connection.
• Provide, install, maintain and service any software as required for anti-viral, anti-malware protection on the system. If the software requires connectivity to a central server for maintenance and updates, the connectivity, including ports and access, needs to be provided.
City of Hollister PD, CA March 2024
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• Witness the power on test.
Motorola Responsibilities
• Procure the contracted equipment and ship to Customer designated location. • Verify remote connection to equipment.
Customer Responsibilities
• Confirm the installation site(s) comply with the requirements stated in the System Description. • Install backend equipment (servers) in Customer’s environment. • Enable outgoing network connection (external firewall) to the CommandCentral cloud via a Customer provided internet connection.
• Provide, install, maintain and service any software as required for anti-viral, anti-malware protection on the system. If the software requires connectivity to a central server for maintenance and updates, the connectivity, including ports and access, needs to be provided. • Conduct a power on test to validate that the installed hardware is ready for configuration.
Motorola Deliverables
• Contracted Equipment.
• Equipment Inventory.
1.2.7 CommandCentral Enablement
The Customer will work with Motorola on the setup and configuration of the Customer firewall in order to allow traffic from CommandCentral.
1.2.7.1 Environmental Design Considerations
The following environmental requirements must be met by Customer in order to enable Motorola to complete installation activities presented in this SOW:
• Provide connectivity between the various networks.
• Provide 24-hour access to a secured two-way Internet connection to the Motorola system firewalls for the purposes of deployment and maintenance. • Provide backup power, as necessary.
• Provide Internet access to CommandCentral server(s). This includes software licenses and media and installation support from the Customer’s IT personnel. • 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 CommandCentral solution. Chrome browser is recommended for optimal performance.
Customer will provide CommandCentral workstations to support MS Windows 10 Enterprise.
Customer will provide Antivirus software for the CommandCentral client(s). • Provide Motorola access with administrative rights to Active Directory for the purpose of installation/configuration and support.