Agenda packet — Huntington Park City Council, August 20, 2024 (part 2 of 4)

 Provide the City with a web link (URL) to the CommandCentral Admin application on Google Play Store or Apple App Store.

City of Huntington Park Responsibilities
 Confirm with Motorola City GIS Administrator reviews the GIS Build Requirements Document.  Provide existing GIS source data to Motorola by the start of Project Kickoff and Discovery.  Identify Customer Core Team and any additional City resources that are instrumental in the project's success, as needed.
 Provide Core Team with TPS; return the completed TPS to Motorola no later than ten (10) business days before start of Project Kickoff Meeting.
 Provide acknowledgement of the mutually agreed upon Project Kickoff Meeting agenda.  Provide approval to proceed with the Project Kickoff meeting.  Provide LXP and CommandCentral user information: first name, last name, unique email address, and role.
 Verify City Administrator(s) have access to the LXP and CommandCentral Admin Console.  Review and complete the Business Process Review Agency Pre-Kickoff Survey within ten (10) business days of the Project Planning Session to avoid impact on the Project Schedule.

Motorola Deliverables
 Project Kickoff Meeting Agenda.
 Project Management Plan.
 Team Project Sync (TPS) packet.

4.1.8 Kickoff and Discovery

4.1.8.1 Project Kickoff Event
The purpose of the remote Project Kickoff Event is to introduce project participants and review the scope of the project. Depending upon the modules purchased, the project kickoff event may vary in duration between one (1) to four (4) hours and may be combined with other activities such as the Business Process Review. The Project Kickoff event consists of various branching activities such as the GIS Discovery session. Branching activities commence following the general kickoff meeting.

Availability of City of Huntington Park resources to participate in each branching activity is critical to the project success. Following the conclusion of the Project Kickoff event, the party responsible for procuring the system hardware will place the hardware order.

Motorola Responsibilities
 Schedule and facilitate the Project Kickoff event to clarify roles, responsibilities, establish team working relationships, and initiate project tasks.
 Present a high level overview of project scope.
 Confirm City access to the LXP.
 Review third-party partner solutions and involvement in the project, as applicable.  Summarize and review the contracted system components.

City of Huntington Park, CA June 28, 2024
Integrated Flex Suite, CommandCentral Aware, and Video Security Solution Statement of Work
Use or disclosure of this proposal is subject to the restrictions on the cover page.

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 Review the initial Project Schedule and incorporate City feedback resulting in the implementation Project Schedule. The Project Schedule will be maintained by Motorola and updated through mutual collaboration. Schedule updates that impact milestones will be addressed via the change provision of the Agreement.
 Provide and review the training plan, training delivery schedule, and training requirements.  Provide and explain sample data entry standards in preparation of City provisioning activities.  Review the system hardware requirements and bill of materials if Motorola is providing the system hardware.
 Review network infrastructure requirements (e.g. firewalls, remote access).  Plan installation activities with the City.
 Discuss the Provisioning Verification process for the contracted modules.  Review the timing, setup, and configuration requirements to enable queries and query returns (e.g. StateLink).

City of Huntington Park Responsibilities
 Provide a meeting space equipped with remote conferencing capability enabling remote Motorola project team members to participate.
 Identify and ensure participation of key team members in kickoff and project initiation activities.  Confirm access to the LXP.
 Provide input to the Project Schedule and training dates.  Participate in reviewing the training plan.
 Participate in reviewing the system hardware requirements and place hardware order if City is providing the system hardware.
 Initiate activities to enable queries and query returns.  Provide workstation hardware and software for end user training (desktop and or mobile devices).

Motorola Deliverables
 Project Kickoff Meeting Minutes.
 Flex Data Entry Standards Document.

Note - The Project Schedule will be maintained by Motorola and updated through mutual collaboration. Schedule updates that impact milestones will be addressed via the change provision of the Agreement.

4.1.8.2 GIS Discovery Session – Teleconference/Web Meeting A GIS discovery teleconference session will be scheduled to review the GIS Build Requirements document and complete an overview of the GIS components of the project. The agenda will include:
 Review the Motorola GIS Data Requirements document.
 Discuss City GIS skill-set and responsibilities.
 Review the requirements of the City GIS sample data provided by the City that is required in the Motorola system.
 Discuss any GIS related project questions.

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Motorola Responsibilities
 Schedule and conduct the remote GIS Discovery Session.  Request initial GIS dataset for initial data review.

City of Huntington Park Responsibilities
 Review the GIS Build Requirements document prior to the meeting.  Discuss any areas of concern relative to GIS and schedule requirements.  Provide initial GIS dataset for review by Motorola.

Note - Providing the GIS City of Huntington Park Data is a critical Project Task. Delayed, incomplete, or inaccurate information may have a significant impact on the Project Schedule.

4.1.8.3 Interface Planning
The objective of the interface planning teleconference is to discuss the user experience presented by each contracted interface. Topics of discussion will include:
 Reviewing the functionality delivered with each interface.  Reviewing the deployment requirements and dependencies of each interface (NDA, network information, API, and access credentials required to connect to third-party systems).  Reviewing the interface delivery and validation process.

Note - The interface deployment requirements (NDA, network information, API, and access credentials) may be required to connect to third-party systems. Particular requirements must be satisfied prior to the deployment of the interfaces. Delayed, incomplete, or inaccurate information may have a significant impact on the Project Schedule.

Motorola is not responsible for third-party vendor management, scheduling, or additional cost for software, customization, development, or testing unless the work is defined in this SOW or amended to the Agreement via a change order.

Motorola Responsibilities
 Discuss the need for additional information such as third-party API, SDKs, data schema, and any internal and third-party documents necessary to establish interfaces.  Conduct reviews of the interface to explain how each functions as well as any dependency on third-party API, SDKs, data schema, and any internal and third-party documents necessary to establish interfaces with local and remote systems.
 Review the functional interface demonstration process.

City of Huntington Park Responsibilities
 Provide all required third-party API and SDK licensing and documentation for City’s existing systems.
 Discuss and collect information on third-party API, SDKs, data schema, and any internal and third-party documents necessary to establish interfaces with all local and remote systems and facilities within ten (10) days of the Project Kickoff Meeting to avoid impact on the Project Schedule.
 Establish network connectivity between the Motorola server(s) and all third-party interface demarcations.

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4.1.9 Business Process Review (BPR)
The purpose of the BPR is to review the contracted software with the City of Huntington Park’s project team. Unless otherwise noted the remote review will be scheduled over up to three (3) concurrent business days. The Motorola Application Specialist will coordinate the delivery of the BPR. The BPR is a focused discussion regarding related operational policies, workflows, and data entry standards. The City of Huntington Park’s policies and current workflow will assist Motorola in consulting with the City on ways in which to optimize system configuration.

The City is responsible for developing data entry standards and policies to ensure users enter data correctly and in conformity with quality assurance expectations. At the BPR, Motorola will provide and explain sample data entry standards as a starting point for the City. The City will need to revise the sample standards to meet its specific needs. Once standards are established, the City will be expected to formalize the policy as standard operating procedure for data entry tasks and share the agency data entry standards with Motorola prior to the start of end user training. Motorola will incorporate the data entry standards into end user training.

Motorola will conduct a single BPR session to review workflow and forms with the City. The City will assemble a group of representatives from the host and user agencies (as applicable) to review existing paper forms and manual reports that may be eliminated, or require modification by the City, as a result of assuming operation of the Motorola system. Additionally, the review session provides Motorola and the City the opportunity to review current operational processes identifying opportunities for the City to streamline or modify processes in order to optimize the functionality of the Motorola system. The BPR session can be conducted during any three (3) consecutive business days Monday through Friday 8:00 a.m. to 5:00 p.m. local City time.

The Huntington Park PD- Flex CAD/RMS and Aware is responsible for engaging and obtaining input from stakeholders that affect provisioning decisions made by the City of Huntington Park.

The BPR agenda includes items such as:
 Business Process Review Survey Responses.
 Overview of the contracted Product.
 Provisioning processes.
 Agency and Discipline Information (Role Type, # of Personnel, shift types).  User Permissions/Security Groups.
 Interface Field Mapping Provisioning.
 Code Tables.
 Workflows.
 Available Reports.
 Role-based Training Recommendations.
 Additionally for CAD deployments, discuss:
- Agency data gathering (includes incident types, unit status codes, dispositions, unit IDs, and personnel).
- Dispatcher/Responder workflow (incident creation to closure). - Recommended units and/or Response Plans.
- Notifications and Status Monitors.

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Motorola Responsibilities
 Provide the BPR Agenda/Workbook prior to the meeting.  Conduct a Product overview demonstration.
 Review the documented business processes and provide configuration options.  Review the completed BPR Workbook.
 Conduct the BPR session.

City of Huntington Park Responsibilities
 Review the BPR Agenda/Workbook prior to the meeting.
 Schedule applicable resources for remote interview sessions.  Provide resources knowledgeable in the City’s business processes to provide relevant documentation on the workflow and operating procedures.  Provide required information to complete the BPR, such as personnel information, workflow configuration and agency logo (if desired by City).
 Review the completed BPR Workbook.
 Share the agency data entry standards with Motorola.

Motorola Deliverables
 Completed BPR Workbook.

4.1.10 GIS Services

4.1.10.1 GIS Scope Review
The Motorola GIS Analyst meets remotely with the City’s GIS Administrator to discuss the approach to developing the GIS data for use with the Motorola system.

GIS Scope Review topics that will be discussed include:
 If CAD is a purchase solution component – Agency Response boundary needs, routing requirements, premise hazard areas and specifics for address validation using street centerlines, common place points, address points, alias tables, and premise hazard areas.  If Records is a purchased solution component – data types necessary for address validation support in the system. These data types include: street centerlines, common place points, address points, street alias tables, and common place alias tables.

The GIS Data Report describes the City’s source feature classes and data values that have been made available to Motorola. The data is reviewed and any items identified that may impact the applicable functionality of the data within the Motorola System are noted within the GIS Data Report. The GIS Data Report is delivered post contract after review of the City GIS data. As GIS data is critical to the provisioning and operation of the system, it is imperative that the City GIS Data be made available to Motorola prior to the GIS Scope Review.

Motorola Responsibilities
 Review GIS Draft Data Report.

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 Discuss current GIS business practices.
 Discuss GIS data types that are going to be utilized within the Motorola system.  Discuss GIS updates and contracted frequency.
 Discuss the need for Agency Code and Beat Names being provided to Motorola prior to the GIS Boundaries Workshop.

City of Huntington Park Responsibilities
 Ensure availability of the GIS administrator for this meeting.  Finalize the agency code and beat names for the geodatabase and provide to Motorola. All of the data will be required but the streets, address points and common places can be works in progress that can be updated as the project progresses.

Motorola Deliverables
 GIS Data Report.

4.1.10.2 GIS Service Delivery
GIS Service delivery provides for the creation of a draft geodatabase that will be uploaded to the CAD server to support provisioning efforts as well as draft maps that are created for use by the CAD workstations. If CAD is not a System component, a GIS Draft Geodatabase is still required as it serves as the supporting data for address validation in Flex Records.

Error reports are produced as a result of developing the draft geodatabase and will be delivered to the City in updates to the GIS Data Report. The City will correct any data errors allowing Motorola to incorporate the data into a revised draft geodatabase.

Geodatabase development provides for up to two (2) iterations of draft databases developed by Motorola. The final geodatabase is created as a product of the GIS Administrator Workshop.

Note the following tasks are supplementary to the tasks required to maintain the data set using Esri ArcGIS toolset. Training specific to the use of Esri ArcGIS tools can be obtained from Esri. Motorola's scope does not include the creation or maintenance of data into the NENA NG911 schema; any NG911 work is out of the scope of this contract. Motorola is not responsible for data errors stemming from the City’s source data.

Motorola Responsibilities
 Schedule and initiate a data delivery design teleconference to address critical data errors or to confirm the data being incorporated into the draft geodatabase.  For Flex CAD: Create the draft visual maps and Routing Network.  Create the draft geodatabase.
 Provide updates to the GIS Data Report reflecting any issues found during the geodatabase build.
 Provide up to two (2) iterations of draft geodatabases.  Initiate GIS Administrator Readiness Check which enables Motorola to schedule and conduct the GIS Administrator Workshop.

City of Huntington Park Responsibilities
 Attend data delivery design teleconference.

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 Correct any GIS errors identified in the GIS Data Report from geodatabase build.  Participate in the GIS Administrator Readiness Check and confirm the dates for the GIS Administrator Workshop.

Motorola Deliverables
 GIS Data Report Updates.

4.1.10.3 GIS Administrator Workshop and Review
The GIS Administrator Workshop enables the City to work with the Motorola GIS Specialist to understand the required GIS data structure and maintenance needs of the data in order to support address validation, response determination, routing, and visual map displays. The workshop is conducted via remote teleconference over a period of three (3) consecutive eight (8) hour days during normal business hours. The product of the workshop is the final geofile build and the City assumes responsibility for further GIS updates and maintenance.

Motorola Responsibilities
 Provide City with the workshop agenda.
 Conduct the workshop.
 Document any City and or Motorola GIS action items that require follow up and resolution.  Discuss additional boundary capabilities and data development needs.  Document any City and/or Motorola GIS action items that require follow up and resolution.  Resolve any Motorola follow up action items.
 Schedule the post workshop follow up review and GIS action item close out.  Within thirty (30) days of the conclusion of the GIS Administrator Workshop conduct a remote two (2) six (6) hour post workshop follow up review to address any remaining GIS process questions and close out any follow up actions noted during the GIS Administrator Workshop work.

City of Huntington Park Responsibilities
 Ensure availability of GIS administrator participation in the workshop.  Resolve any City of Huntington Park follow up action items.  Assume responsibility for the update and maintenance of the geofile.  Participate in the follow up review.

4.1.11 System Delivery
The City of Huntington Park will provide Motorola resources with safe access, suitable office space, supplies, furniture, high-speed connectivity to the Internet, and other facilities while fulfilling the onsite activities specified in this SOW.

4.1.11.1 Hardware Installation
The objective of this activity is to install the system hardware at the City of Huntington Park’s site. This activity addresses physical installation activities and system connectivity verification.

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City assumes responsibility for the procurement, installation, configuration, troubleshooting, and resolving any issues with City-provided hardware or virtualization environment that prevents Motorola from fulfilling its delivery obligations or impedes system operation.

If Motorola has been contracted to provide the hardware, the contracted hardware will be provided by Motorola’s partner, Solutions II. Solutions II may interact directly with the City to coordinate installation activities or communication may be directed by Motorola’s Project Manager. This engagement will be a combination of onsite and remote efforts. Remote work performed by Solutions II may require onsite assistance from the City. While installation activities are traditionally completed during City regular business hours, some activities may occur in tight timeframes outside of regular office hours. In such cases work will commence as mutually agreed.

Motorola Responsibilities
If Motorola is contracted to provide hardware, perform each of the following:
 Conduct an evaluation of the installation location to validate installation readiness.  Procure and install the contracted servers, VMware software, Veeam Backup and Replication software at the primary installation location and if contracted, a single disaster recovery location.  Configure NAS Backup Targets.
 Load the initial Operating System software.
 Conduct a Power On test to validate the installed hardware and operating system software are ready for configuration.
 Verify contracted software is available and accessible on the installed system.  If a disaster recovery system has been included as a contracted system component, perform a simulated failover test.
 If Motorola has installed the hardware, provide the City with passwords, passphrases, encryption keys, and IP assignments configured by Motorola.

City of Huntington Park Responsibilities
 Provide power, cabling, network infrastructure and access to all locations in which contracted hardware will be installed.
 Provide an installation environment that conforms to the hardware manufacturers’ specifications for heating, cooling, humidity, ventilation, and physical space requirements: clearance and spacing.
 Make any improvements required to support the installation environment inclusive of cabling and power receptacle improvements.
 Develop a password, passphrase, and encryption key management policy for the on-going City management of such as well as a system backup routine and schedule.  If Motorola has not been contracted to provide the hardware and or virtual machines, City will perform each of the tasks outlined in this section as a Motorola responsibility and conduct power-on tests with Motorola prior to Motorola commencing with software installation and configuration tasks.

4.1.11.2 Install and Configure Software
After the servers have been installed and the operating system and database storage have been configured, Motorola will install the contracted application software product(s) and the Motorola side of City of Huntington Park, CA June 28, 2024
Integrated Flex Suite, CommandCentral Aware, and Video Security Solution Statement of Work
Use or disclosure of this proposal is subject to the restrictions on the cover page.

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interfaces. The Motorola resource will configure the database environments and create the initial administrative user accounts. City personnel will complete client software installation using the Motorola provided client install wizard; software will be installed on the client workstations/mobile devices to facilitate provisioning training.

Motorola Responsibilities
 Install and configure the contracted application software.  Install Motorola external interface code.
 Configure database environments (live and practice).
 Create administrative and training user accounts.
 Provide client installer wizard.
 If a disaster recovery solution is a part of the contracted System component, synchronize the primary and disaster recovery systems.

City of Huntington Park Responsibilities
 Provide and install workstation/mobile device hardware in accordance with manufacturer specifications.
 Complete installation of client software on workstations and mobile devices.  Initiate a network backup to ensure software and initial configuration data are archived.

Motorola Deliverables
 Contracted software.

4.1.11.3 Provisioning
Provisioning includes the setting of configurable parameters (unit names, personnel, status codes) which control application behavior. The Flex system will be provisioned using Motorola standard provisioning parameters and will incorporate City-specific provisioning.

Provisioning activities include instruction of the mechanics and methodologies required to complete system provisioning and provides the City with knowledge needed to update and maintain the provisionable items as City of Huntington Park’s operational needs change.

Utilizing the sample data entry standards provided at the project kickoff meeting, the City of Huntington Park will revise the sample standards to meet its specific needs. Once standards are established, the City is expected to formalize the policy as standard operating procedure for data entry tasks. Motorola will incorporate the data entry standards into training. Therefore, the City must complete this task prior to training.

4.1.11.4 Provisioning Verification
Upon completion of provisioning table updates by the City, Motorola will conduct a working session with the City’s Administrators and desired SMEs demonstrating system operation in accordance with City determined provisioning parameters (BPR Workbook and Provisioning Worksheets). The purpose of the session is to enable the Huntington Park PD to fine tune provisioning parameters as needed to better align with operational use needs. In this working session, Motorola provides the Huntington Park PD with guidance on provisioning options that may better support the City 's operational objectives. In City of Huntington Park, CA June 28, 2024
Integrated Flex Suite, CommandCentral Aware, and Video Security Solution Statement of Work
Use or disclosure of this proposal is subject to the restrictions on the cover page.

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order to reinforce provisioning training principles, the City completes any provisioning parameter updates with Motorola guidance as desired.

Motorola Responsibilities
 Conduct an operational walk through of the provisioned system enabling the City of Huntington Park to verify the operational behavior of the provisioned system.  Consult with City on provisioning options that better support the City’s business operations.  Provide guidance on making desired provisioning updates.  If Insight is available in the state and included as part of this offer as defined on the pricing page, establish Insight Broker connection to target and provide the City with training on creating users.

City of Huntington Park Responsibilities
 Participate in the Provisioning Verification Session.  Note desired provisioning updates.
 Update provisioning tables, as desired.
 If Insight is available in the state and included as part of this offer as defined on the pricing page, enable Insight Broker users, configure queries and query targets.  Develop a regular network backup routine and initiate a regular system backup schedule.

NOTE: Provisioning Verification must complete prior to the initiation of End User Training.

4.1.12 Interfaces and Integration
The installation, configuration, and demonstration of interfaces may be an iterative series of activities depending upon access to third-party systems. Interfaces will be installed and configured as reviewed during the Project Kickoff. Integrated functionality between Motorola developed products will be completed through the software installation and provisioning activities described herein. Integration activities that have specific requirements will be completed as outlined in this SOW.

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

Motorola Responsibilities
 Establish connectivity to external and third-party systems.  Configure interfaces to support the functionality described in the System Description and reviewed during the Interface Planning Session.
 Validate each interface can transmit and/or receive data in accordance with the System Description.

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City of Huntington Park Responsibilities
 Act as liaison between Motorola and third-party vendors or systems as required to establish interface connectivity with the Motorola system.
 Provide personnel proficient with and authorized to make changes to the network and third-party systems to support Motorola’s interface installation efforts.  Provide network connectivity between Flex and the third-party systems.

Motorola Deliverables
 Contracted Interfaces.

4.1.12.2 Integration Activities
Proprietary processes enable the transfer and receipt of data between Motorola systems.

Motorola Responsibilities
 Establish and validate connectivity between the Motorola systems.  Validate each system can transmit and/or receive data.  Enable the Data Exchange API (DEX) and on-board City’s third-party vendor via the partner program, if/as contracted.

City of Huntington Park Responsibilities
 Provide personnel proficient with and authorized to make changes to the network and third-party systems to support Motorola’s integration efforts.
 Provide network connectivity between the Motorola systems.  Work with City’s third-party vendor to sign up for the partner program. Participation in the Partner program is not included in this offer and is a post contract purchase. If purchased, Motorola will provide the instructions to signup, post, contract if purchased.  Cover any license fees access to the DEX API or participation in the Advanced Partner Program not included in the contract.

4.1.12.3 Federal National Incident Based Reporting System (NIBRS) Crime reporting functionality is delivered as part of the software delivery task and is provisioned through the provisioning activities outlined in this SOW. Given the critical nature of crime reporting, the following supplemental tasks are provided for emphasis:

Motorola Responsibilities
 Deliver the NIBRS reporting capability.
 Collaborate with the City to understand any provisioning parameters that may be or are impacting NIBRS submission acceptance in the event of an initial failed submission.  Delivery Motorola NIBR Training class 503-V.

City of Huntington Park Responsibilities
 Maintain code tables to account for any requirements necessary to be compliant with state specific reporting requirements, changes or additions, as required by the State.

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 Initiate a NIBRS submission to the State.
 Resolve any provisioning issues impacting State submission acceptance.

4.1.12.4 Reports
Motorola will deliver the standard reports library and, unless specifically contracted, has not included the effort to develop any City of Huntington Park-specific or Huntington Park PD-defined reports.

4.1.13 System Administration and Training
System administration begins with training designed to enable the City of Huntington Park to perform the data entry required to configure the software Product functionality. Training provides instruction on how to set up, enter, and administer the operational and administrative needs of the system. Following training, the City will be responsible for entering data into the code tables before user training begins.

Prior to the start of user training, the City should have a draft of its data entry standards. During this training, Motorola will work with the City to review and finalize the data entry standards. Following training, the City will be responsible for formalizing policies regarding the data entry standards. This task must be completed before user training begins.

A list of the included instructor led training classes can be found in the Flex Training Bundle Attachment.

Motorola Responsibilities
 Deliver the contracted training courses.
 Deliver training in accordance with the training plan.

City of Huntington Park Responsibilities
 Provide a training environment in accordance with the training plan.  Assign personnel to participate in training.
 Finalize data entry standards.
 Enter code tables.

4.1.13.1 Motorola Learning eXperience Portal (Online Training) Training is made available to City of Huntington Park, in part, via Motorola’s Software Enterprise Learning eXperience Portal (LXP). This subscription service provides customers with continual access to Motorola’s library of online learning content and allows your users the benefit of learning at times convenient to them. Content is added and updated on a regular basis to keep information current.

Courses delivered or supplemented by LXP content are described in the training plan.

Motorola Responsibilities
 Configure a City of Huntington Park-specific portal view.  Create learner path access account to the portal for each user name provided by the City.  Provide instruction to City LXP Administrator on building groups.

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City of Huntington Park Responsibilities
 Provide Motorola with names (first and last) and emails of City LXP administrators.  Complete LXP Administrator training.
 Advise users of the availability of the LXP.
 Build groups as desired.

4.1.13.2 Instructor-led Training (Onsite and/or Virtual) Motorola Responsibilities
 Perform training in accordance with the training plan.  Provide City with training Attendance Rosters and summarize any pertinent observations that may impact end user training.

City Responsibilities
 Supply classrooms with a workstation for the instructor and at one (1) workstation for each student based on the requirements listed in the training plan.  Designate training representatives who will work with the Motorola trainers in the development and delivery of training.
 Conduct end user training.

Motorola Deliverables
 Electronic versions of User Guides and Training Materials.  Attendance Rosters.

4.1.14 Product Validation
The system is exercised throughout the delivery of the project by both Motorola and the Huntington Park PD via provisioning and training activities. To solidify Huntington Park PD confidence in the system and prepare for live use operation, Motorola will perform prescribed system validations in accordance with a Product Validation Plan.

4.1.14.1 Mock Go-Live
The objective of this series of tasks is to exercise the system in a way that emulates daily operational use. Motorola leads this effort walking City’s selected users through various operational conditions. The City may execute their own tests outside the scope of Motorola’s responsibility as desired.

Motorola Responsibilities
 Coordinate the Mock Go-Live session.
 Review the schedule of demonstration activities.

City of Huntington Park Responsibilities
 Select users to participate in the mock Go-Live activities.  Notify the Motorola Project Manager of any items that require discussion.

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 Initiate any desired user testing.

4.1.14.2 Interface Validation
The objective of Interface Validation is to verify that the installed interfaces perform in accordance with the user experience as reviewed during the Interface Planning Session.

Motorola is not responsible for issues arising from lack of engagement of third-party and/or City of Huntington Park resources to perform work required to enable/provision and/or configure an interface to a third-party system, or troubleshooting any issues on the City’s third-party systems.

Interfaces that cannot be tested due to connectivity issues to external systems or the unavailability of City’s third-party system will be demonstrated to show that Motorola’s portion of an interface is enabled to send and/or receive data that supports the user experience. In such cases, Motorola demonstrating the elements within Motorola’s control will constitute a successful demonstration and completion of the demonstration task.

Motorola Responsibilities
 Conduct Interface Validation demonstration.
 Develop a Remediation Plan for anomalies that do not align with Motorola’s stated user experience.
 Manage the Remediation Plan and take Motorola remediation actions.

City of Huntington Park Responsibilities
 Provide access to a resource with access to the interfacing system to validate functionality.  Witness the execution of the demonstration and acknowledge successful completion.  Participate in the documentation of anomalies and work with Motorola to develop remediation action(s).
 Coordinate and manage City remediation actions.

Motorola Deliverable
 Completed Interface Validation Results.
 Remediation Plan (as applicable).

4.1.15 Go-Live

4.1.15.1 Go-Live Planning and Go-Live
Following the conclusion of the mock Go-Live Motorola will provide support of City’s efforts with commencing live operation use of the system. Motorola resources are supplemental to City are resources and provide support to Huntington Park PD trainers and subject matter experts. City trainers and subject matter experts are the first line of support to end users in the transition of live operations from the City’s legacy system to the Motorola system. Motorola will work with the City to develop a detailed Cutover Plan. This plan includes the following information:
 Motorola and City resources and staffing.
 Pre-cutover tasks/activities to be performed leading up to Go-Live.

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 Readiness review meetings.
 Contingency/roll-back plans.
 Go-Live tasks and responsibilities during and after the live cut.  Post live cut support resources and schedules.
 Issue reporting process.
 Develop the Remediation Plan.
 Escalation process.

Note: The Remediation Plan will identify the remediation action and the action owner (City or Motorola).

Remediation steps may involve provisioning modifications, system configuration changes and or software version updates.

Motorola Responsibilities
 Facilitate meetings with City staff to develop and document the Cutover Plan.  Schedule the Go-Live with City.
 Support City efforts in cutting over to the new system.

City of Huntington Park Responsibilities
 Coordinate the participation of City technical and operational staff in cutover planning and development and documentation of the Cutover Plan.
 Schedule City resources to support Go-Live.
 Communicate the Go-Live transition to the user base.
 Identify Trainers and SME’s who will serve as first line support to end users during Go-Live activities.
 Manage Go-Live activities.
 Perform and support the cutover activities defined in the Cutover Plan.

Motorola Deliverable
 Cutover Plan.

4.1.15.2 Go-Live Follow Up
Following the Go-Live schedule a time to review operational use of the system and address any training, process configuration questions or concerns the City has gathered as a result of using the system in a production environment. This onsite three (3) day activity will be conducted Tuesday through Thursday 8:00 to 5:00 PM local City time. The Go-Live follow up is the catalyst for transitioning the City into Motorola Support.

4.1.15.3 Motorola Support Engagement
Motorola will schedule a Support Engagement meeting between the Project Manager, Customer Support Manager (CSM), Focal Support Technician and City’s project team representatives. The CSM will review the Customer Support Plan with the City, including the process for obtaining support and contact information.

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4.1.15.4 Project Closure – Transition to Support
Following the Go-Live Follow Up Event the service delivery is complete. Motorola and City certify the Software System Completion milestone and the implementation project is formally closed.

The system is transitioned to the support phase of the contract per the terms and conditions of the Maintenance and Support Agreement.

4.1.16 Attachment – Flex Training Bundle
The following instructor led courses are included in the Flex standard training package. The instruction delivery method, on-site at the City’s training facility or remotely via web conferencing is noted.

Motorola offers in-person on-site, virtual, and Learning eXperience Portal (LXP) training. The LXP provides additional Computer-based courses that are available on demand during the deployment process and for up to 30 days after Go-Live.
 On-Site – In-person training from an on-site instructor conducted at the City’s facilities.  Virtual – Virtual instructor-led training (class will be recorded and made available for future City use).

Table 4-1: Training Course Information
Course Module Max No.

Per Class
Number
of Classes
Included
Total
Users
Trained
Method of
Instruction
Not To Exceed
(hours)
per Class
Flex HUB Courses
Flex System Admin (100-O) 12 1 12 Onsite 24
Flex Hub End User (500-V) 15 2 30 Virtual 4
Flex CAD Courses
Flex CAD End User (200-O) 12 2 24 Onsite 24
Flex CAD Mapping End User (202-V) 12 1 12 Onsite 2
Flex CAD Admin (101-O) 12 1 12 Onsite 24
Flex Records Courses
Flex Law/Mobile Admin (102-O) 12 1 12 Onsite 24
Flex Mobile End User with Mobile
Forms (302-O)
15 1 15 Onsite 8
Flex Records End User (501-O) 15 2 30 Onsite 4
Flex IBR Admin and End User (503-
V)
15 1 15 Virtual 12
Flex Evidence Management &
Barcoding (505-V)
15 1 15 Virtual 4
Flex Pin Mapping End User (604-V) 15 1 15 Virtual 2
Flex Personnel End User (605-V) 15 1 15 Virtual 3
City of Huntington Park, CA June 28, 2024
Integrated Flex Suite, CommandCentral Aware, and Video Security Solution Statement of Work
Use or disclosure of this proposal is subject to the restrictions on the cover page.

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A comprehensive training plan with course descriptions is provided post contract or upon request during the sales process.

4.1.17 Flex Data Conversion
Motorola will convert specified legacy data as outlined in the Data Conversion Guide that exists in a single legacy system per Motorola system (Flex CAD, Flex Records, Flex Jail) to conform to the data structure of the Motorola system(s). While Motorola is responsible for converting the specified data, it is critical City assigns a knowledgeable resource to this activity who will remain engaged throughout the conversion process.

The legacy database must be a relational database. Customer will provide Legacy Data in CSV, Excel, or Access database file format if Legacy data is not in MS SQL or Oracle server.

City of Huntington Park must conduct an analysis of their data in the legacy system(s) to identify duplicate data/records, lost data, orphaned records, or records that haven’t been linked properly and resolve those issues prior to extracting the data to be converted. Motorola does not provide any data clean up or manipulation of the provided data and conducts a single, one time, bulk load of legacy data.

The legacy data must be sent to a designated Motorola facility to develop and test the conversion routines. If City does not agree to send the data to a Motorola facility, work will stop and Motorola will provide a change order to develop the required environment at City 's site, which may incur additional cost. Work will resume upon execution of the change order.

Data conversion routines is executed in three phases:
 Two Validation Test Loads - the first will contain up to one month of representative data; the second will contain up to six months of representative data.  Bulk Load based on contracted delivery, less the delta agreed upon in phase three.  Delta Load - the delta of data between end of the bulk load and time of system Go Live. City must stop using their legacy system before this load. This Delta Load will consist of no more than one month of data.

Motorola Responsibilities
 Analyze data files with City to determine which tables contain the specified legacy data and identify truncated, coded, or masked data.
 Conduct an on-site Data Conversion Preparation Workshop to identify where the information will be positioned in Flex and develop documentation (Data Conversion Field Mapping Guide).  Provide City with the address and recipient information of the Motorola facility City extracted data will be sent to for data conversion processing.
 Develop the conversion routine and execute the initial Validation Test Load representative data set to identify and correct any issues.
 Execute the second Validation Test Load on a representative data set and verify the conversion results with City.
 Perform the Bulk Load in accordance with the Data Conversion Field Mapping Guide and results of Validation Test Loads.
 Perform the Delta Load, which serves as the final data migration after the Live Cut, in accordance with the Project Schedule.

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City of Huntington Park Responsibilities
 Conduct an analysis of the data in the legacy system(s) to identify duplicate data/records, lost data, orphaned records, or records that haven’t been linked properly and resolve those issues prior to extracting the data to be converted.
 Provide documentation of the legacy database and field mapping information of legacy systems for Motorola’s understanding of City’s data schema and relation.  Extract the data to be converted from the legacy databases.  Engage resources from legacy system vendors, if required, to provide information on legacy database schema.
 Participate in Data Conversion Preparation Workshop.
 Review and approve the Data Conversion Field Mapping Guide within 10 calendar days of receipt.
 Extract and ship legacy data, on a mutually agreed upon medium, to Motorola for conversion processing.
 Provide access to legacy systems from which data will be extracted or execute a Change Order enabling Motorola to provide and configure the required data conversion environment on City’s legacy system(s).
 Review data after each Load to verify accuracy, in accordance with the Data Conversion Guide, and notify Motorola within 2 days of any inaccuracies or discrepancies.  Provide acknowledgement of completion of data conversion.

Motorola Deliverables
 Data Conversion Workshop.
 Data Conversion Field Mapping Guide.
 Converted Data per the Data Conversion Field Mapping Guide in accordance with the Project Schedule.

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4.2 ActiveEye Managed Detection & Response for Flex
In accordance with the terms and conditions of the Agreement, this Statement of Work (SOW), including all of its subsections and attachments, defines the principal activities and responsibilities of all parties for the delivery of Motorola Solutions (“Motorola”) cybersecurity services as presented in this proposal to City of Huntington Park, CA (hereinafter referred to as “Customer”).

4.2.1 Project Deployment
In order to establish initial expectations for deployment, Motorola will work with Customer to help you understand the impact of introducing a new solution and your preparedness for the implementation and support of Flex Managed Detection and Response.

Motorola Responsibilities
 Motorola will schedule a service kick-off meeting with the Customer and provide informationgathering documents to the customer within one week of contract signature. The kick-off meeting will be conducted remotely at the earliest mutually available opportunity.  Motorola will provide detailed requirements regarding Customer infrastructure preparation actions within one week of the kick-off meeting.
 Motorola will provision tools in accordance with the requirements of this Service, and consistent with information gathered in earlier phases. Motorola will also provide detailed, required Customer deployment actions within one-week of the completion of all infrastructure readiness tasks.

Customer Responsibilities
 The Customer must attend the kick-off meeting and complete information gathering documents as quickly and accurately as possible.
 The Customer must accomplish all infrastructure preparation tasks as quickly as possible.  The Customer must deploy tools, as applicable, in their environment, in accordance with provided requirements.

4.2.2 ActiveEye Platform
Motorola will provide 24/7 access to the ActiveEye platform. Motorola will notify Customer if access will be affected by scheduled maintenance.

Motorola Responsibilities
 Provide access to the ActiveEye portal for Customer and any identified, approved users. After initial deployment, Customer will have self-service access to add/remove/update user access as needed.
 Provide the services subscribed to, as noted in Table 3-3: Service.  Make monthly services implementation and status reports available to Customer.  Resolve platform issues and technical errors as documented by Customer.  Retain security logs within ActiveEye. Security logs will be retained for the length of time designated by the long-term storage policy selected by Customer.

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Customer Responsibilities
 Provide reasonable assistance to Motorola to perform the Service, as described in this SOW.

This assistance includes, but is not limited to, technical assistance with issues that may require physical access to the devices affected by this Service, or virtual assistance with virtual environment issues that require administrative access to devices affected by this Service.  Provide all technical, license, and service information requested in the implementation documents prior to the commencement of the Service.
 Perform all network and system integrations necessary for ActiveEye Service. This includes providing external connectivity for ActiveEye security components.  Ensure network bandwidth of up to 40MB per host, per day.  Install agents on in-scope systems and devices, as required.  Configure all necessary components of Customer’s infrastructure to integrate with ActiveEye.  Provide the name, email, landline telephone numbers, and mobile telephone number for all shipping, installation, and security Points of Contact (POC)s.  Manage user access to the ActiveEye portal, creating new user accounts when needed and removing a user’s access when it is no longer required.

4.2.2.1 Endpoint Detection and Response
Motorola Responsibilities
 Provide ports and protocols to the Customer for the EDR solution.  Deploy and maintain EDR agents to Flex host environment.  Configure EDR solution to enable ActiveEye connection for event/alert collection and response actions.

Customer Responsibilities
 Deploy and maintain EDR agents to required customer-owned client workstations and handheld devices, as applicable.
 Configure networking infrastructure to allow EDR agents to communicate with centralized server components.
 Comply/consent with the terms of applicable licenses, privacy statements, or other third-party agreements to the extent third-party software or services are utilized or provided by/through Motorola Solutions, including applicable EDR solution provider’s end user license agreements (“EULAs”), if any.
 Obtain any third-party consents required to enable Motorola to provide the monitoring service, if applicable.

4.2.2.2 Technical Support
ActiveEye Managed Detection & Response Technical Support provides Customer with a toll-free telephone number and email address for ActiveEye Managed Detection & Response support requests, available Monday to Friday from 8am to 7pm CST. Support requests are stored in a ticketing system for accountability and reporting.

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Motorola Responsibilities
 Notify Customer of any scheduled maintenance or planned outages.  Provide technical support, security control, and service improvements related to ActiveEye.

Customer Responsibilities
 Provide sufficient information to allow Motorola technical support agents to diagnose and resolve the issue.

Limitations and Exclusions
Technical support is limited to the implementation and use of the ActiveEye platform and does not include use or implementation of third-party components.

4.2.3 Security Operations Center Monitoring and Support Motorola’s Security Operations Center (SOC) will provide continuous 24x7 monitoring through automated tools and review by trained security analysts. Motorola will analyze events and notify Customer in accordance with Table 4-3: Notification Procedures.

Motorola will start monitoring the Service in accordance with Motorola processes and procedures after deployment, as described in Section 4.2.1 Project Deployment.

Customer will be able to open a support request for the SOC via a toll-free telephone number or email address, available 24/7. Support requests are stored in a ticketing system for accountability and reporting.

4.2.3.1 Ongoing Service Responsibilities
Motorola Responsibilities
If a probable security incident is detected, provide phone and email support to:
 Engage Customer’s defined Incident Response Process
 Attempt to determine the root cause and extent of compromise using existing monitoring capabilities in place as part of the Service.
 Analysis and support to help Customer determine if Customer’s corrective actions are effective.  Continuous monitoring, in parallel with analysis, to support incident response.

Customer Responsibilities
 Provide Motorola with accurate and up-to-date information, including the name, email, landline telephone numbers, and mobile telephone numbers for all designated, authorized Customer escalation Points of Contact (POC).
 Provide a Network Map detailing Customer’s network architecture for network(s) in scope for the Service, if available.
 Provide a timely response to SOC security incident tickets or investigation questions.  Provide an established service window in which qualified IT personnel will be able to respond to major event escalations.

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 Notify Motorola at least twenty-four (24) hours in advance of any scheduled maintenance, network administration activity, or system administration activity that would affect Motorola’s ability to perform the Managed SOC Service, as described in this SOW.

4.2.3.2 Service Module Specific SOC Services
With this service, Motorola’s SOC will provide specific services for ActiveEye platform service modules Customer is subscribed to. In addition, SOC services can be augmented by Advanced Threat Insights.

The following describe these security operations modules.

4.2.3.2.1 Managed Endpoint Detection and Response
Motorola’s SOC will consult with Customer on the deployment of the Endpoint Detection and Response (EDR) solution. The SOC will advise, on an ongoing basis, what security policies should be updated to optimize threat detection.

The SOC will consult with Customer to define a response automation plan that outlines the scenarios where the SOC should take automatic response actions on systems within Customer environment. In cases outside the automatic response scenarios, the SOC will open Security Cases with Customer with recommended actions and await approval before taking actions.

The SOC will track suspicious files and processes in Customer environment to report threat trends on what new threats are being discovered vs. previously seen threats.

Motorola Responsibilities
 Provide recommendations on endpoint security policy and configuration to optimize threat identification.
 Maintain, with input from Customer, an automatic response plan for defined endpoint security scenarios or malware types.

Customer Responsibilities
 Initiate response actions on endpoint solutions when not defined as automatic actions or not available as remote actions on the EDR solution in use.

4.2.3.3 Event Response, Notification, and Tuning
Motorola will analyze events created and/or aggregated by the Service, assess their type, and notify Customer in accordance with the following table.

Table 4-2: Priority Level Definitions and Response Times Incident
Priority
Incident Definition Response Time
Critical
P1
Security incidents that have caused, or are suspected to have caused significant and/or widespread damage to the
functionality of the Customer’s Flex system or information stored within it. Effort to recover from the incident may be significant.

Examples:
▪ Malware that is not quarantined by anti-virus
Response provided 24 hours,
7 days a week, including US
Public Holidays.

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Incident
Priority
Incident Definition Response Time
▪ Evidence that a monitored component has communicated
with suspected malicious actors.

High P2 Security incidents that have localized impact, but are viewed as having the potential to become more serious if not quickly addressed. Effort to recover from the incident may be
moderate to significant.

Examples:
▪ Malware that is quarantined by antivirus.
▪ Multiple behaviors observed in the system that are
consistent with known attacker techniques.

Response provided 24 hours,
7 days a week, including US
Public Holidays.

Medium
P3
Security incidents that potentially indicate an attacker is performing reconnaissance or initial attempts at accessing the system. Effort to recover from the incident may be low to moderate.

Examples include:
▪ Suspected unauthorized attempts to log into user accounts. ▪ Suspected unauthorized changes to system configurations, such as firewalls or user accounts.
▪ Observed failures of security components.
▪ Informational events.
▪ User account creation or deletion.
▪ Privilege change for existing accounts.

Response provided from
8:00a.m. to 5:00p.m.

CST/CDT, Monday through
Friday, excluding U.S. Public
Holidays.

Low P4 These are typically service requests from the Customer. Response provided from 8:00a.m. to 5:00p.m.

CST/CDT, Monday through
Friday, excluding U.S. Public
Holidays.

4.2.3.3.1 Notification
Motorola will establish notification procedures with Customer, generally categorized in accordance with the following table.

Table 4-3: Notification Procedures
Notification Procedure Details
Routine Notification Procedure The means, addresses, format, and desired content (within the capabilities of the installed technology) for Events of Interest. These can be formatted for automated processing, e.g., by ticketing systems.

Urgent Notification Procedure Additional, optional means and addresses for notifications of Events of Interest that require urgent notification. These usually include telephone notifications.

Motorola will notify Customer according to the escalation and contact procedures defined by Customer and Motorola during the implementation process.

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4.2.3.3.2 Tuning
Motorola will assess certain events to be environmental noise, potentially addressable configuration issues in the environment, or false positives. Motorola may recommend these be addressed by Customer to preserve system and network resources.

Motorola will provide Customer with the ability to temporarily suppress alerts reaching ActiveEye, enabling a co-managed approach to tuning and suppressing events or alarms. The SOC may permanently suppress particular alerts and alarms if not necessary for actionable threat detection.

4.2.3.3.3 Tuning Period Exception
The tuning period is considered to be the first thirty (30) days after each service module has been confirmed properly deployed and configured, and starts receiving data. During the tuning period, Motorola may make recommendations to Customer to adjust the configurations of their installed software so that Services can be effectively delivered. Service Availability will not be applicable during the tuning period and responses or notifications may not be delivered. However, Motorola will make best efforts to provide responses and notifications during this period.

Motorola may continue to recommend necessary tuning changes after this period, with no impact on Service Availability.

Motorola Solutions Responsibilities
 Motorola will monitor the service and check in-scope assets are properly forwarding logs or events and that system scans are functioning. Motorola will notify the customer of any exceptions. Motorola will begin monitoring any properly connected, in-scope sources after the tuning period.
 Motorola will conduct initial tuning of the events and alarms in the service, as well as set up initial reports (User Access, Administration Events, and Configuration Findings Reports).

Customer Responsibilities
 Customer must provide appropriate connectivity for all in-scope assets to the service and address any exceptions noted by Motorola. Failure to do so will delay completion of future phases and will prevent Motorola from monitoring those sources.  Customer must deploy tools, as applicable, in their environment, in accordance with provided requirements. Customer must engage the SOC team in discussing the tuning approach and confirm the configurations requested.

4.2.3.4 Limitations and Exclusion
This Service excludes any incident response support actions outside those outlined within this SOW, such as those that require Motorola personnel to directly access Customer devices, travel, deploy new tools, or direct specific actions. These services may be obtained from Motorola through a separate proposal.

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4.2.4 Scope Limitations & Clarifications
Service Limitations
Cybersecurity services are inherently limited and will not guarantee that Customer's system will be error-free or immune to security breaches as a result of any or all of the services described in this proposal. Motorola does not warrant or guarantee that this service will identify all cybersecurity incidents that occur in Customer’s system. Services and deliverables are limited by, among other things, the evolving and often malicious nature of cyber threats, conduct/attacks, as well as the complexity/disparity and evolving nature of Customer computer system environments, including supply chains, integrated software, services, and devices.

Motorola does not represent that it will identify, fully recognize, discover or resolve all security events or threats, system vulnerabilities, malicious codes, files or malware, indicators of compromise or internal threats or concerns.

NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT TO THE CONTRARY, MOTOROLA

WILL HAVE NO LIABILITY FOR (A) INTERRUPTION OR FAILURE OF CONNECTIVITY, VULNERABILITIES, OR SECURITY EVENTS; (B) DISRUPTION OF OR DAMAGE TO CUSTOMER’S OR THIRD PARTIES’ SYSTEMS, EQUIPMENT, OR DATA, INCLUDING DENIAL OF ACCESS TO

USERS, OR SHUTDOWN OF SYSTEMS CAUSED BY INTRUSION DETECTION SOFTWARE OR HARDWARE; (C) AVAILABILITY OR ACCURACY OF ANY DATA AVAILABLE THROUGH THE SERVICES, OR INTERPRETATION, USE, OR MISUSE THEREOF; (D) TRACKING AND LOCATIONBASED SERVICES; OR (E) BETA SERVICES.

Processing of Customer Data in the United States and/or other Locations Customer understands and agrees that data obtained, accessed or utilized in the performance of the services may be transmitted to, accessed, monitored, and/or otherwise processed by Motorola in the United States (US) and/or other Motorola operations globally. Customer consents to and authorizes all such processing and agrees to provide, obtain, or post any necessary approvals, consents, or notices that may be necessary to comply with applicable law.

Customer and Third-Party Information
Customer understands and agrees that Motorola may obtain, use and/or create and use anonymized, aggregated and/or generalized Customer data, such as data relating to actual and potential security threats and vulnerabilities, for its lawful business purposes, including improving its services and sharing and leveraging such information for the benefit of Customer, other customers, and other interested parties. For purposes of this engagement, so long not specifically identifying Customer, Customer Data shall not include, and Motorola shall be free to use, share and leverage security threat intelligence and mitigation data generally, including without limitation, third party threat vectors and IP addresses, file hash information, domain names, malware signatures and information, information obtained from third party sources, indicators of compromise, and tactics, techniques, and procedures used learned or developed in the course of providing services.

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4.3 Avigilon Fixed Video Cameras and Access Control
Solution

4.3.1 Statement of Work - Inclusions & Exclusions

4.3.1.1 Motorola Responsibility
 Motorola to provide and install a turnkey CCTV video system to the City of Huntington Park.  Motorola to provide all the necessary material for the installation.  Motorola to provide all the necessary labor for the installation.  Motorola to provide all the necessary training after installation is complete.  All Cradlepoint Cell Router for remote locations included.

4.3.1.2 Customer Responsibility
 The City of Huntington Park to provide 120V power everywhere cameras/networking will be installed if it does not exist including poles and signs (for example, the pillar in front of City Hall with the monitors).
 The City of Huntington Park to provide Internet connectivity from each VMS site back to the Internet via fiber or cable modem or DSL.
 The City of Huntington Park will provide all MDF/IDF networking switches.  The City of Huntington Park to provide all networking switches at the light poles.  The City of Huntington Park to provide all SIM cards to be used in the Cradlepoint (wireless 5g).  The City of Huntington Park to provide all painting, patching, bonds & fees.  City to provide server racks, UPS systems with adequate power receptacles or power distribution units, network switches, and IP addresses.  City Permits or associated fees are City’s responsibility.  City to provide IP addresses, passwords and network access.

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4.4 CommandCentral Aware

4.4.1 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 Solutions, Inc. (Motorola) system as presented in this offer to Customer. When assigning responsibilities, the phrase “Motorola” includes our subcontractors and third party partners.

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 contract agreements.

4.4.2 Contract Administration and Project Initiation
After the contract is dually executed, the project is set up in Motorola’s information and management systems, project resources are assigned, and Project Planning 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.

4.4.2.1 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 Aware is provided as a subscription service, the subscription service period will begin upon activation of service.

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.

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4.4.2.2 Project Roles and Responsibilities 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 maximize efficiencies Motorola’s project team will provide services remotely via teleconference, web- conference or other remote method in fulfilling its commitments as outlined in this SOW.

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.

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
A Motorola Project Manager will be assigned as the principal business representative and point of contact for the organization. The Project Manager’s responsibilities include the following:
 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.
 Collaborative coordination of Customer resources to minimize and avoid project delays.  Measure, evaluate, and report the project status against the Project Schedule.  Conduct remote status meetings on mutually agreed dates to discuss project status.  Provide timely responses to issues related to project progress.

Consultant
The Motorola Consultant will work with the Customer project team on operationalizing the system into Customer’s workflows and processes. The Consultant’s responsibilities include the following:
 Provide education and guidance to the Customer on the use, operation, and integration of the system.

Solutions Architect
The Solutions Architect is responsible for the delivery of the technical and equipment elements of the 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.

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 Engagement throughout the duration of the delivery.

Customer Success Advocate
A Customer Success Advocate will be assigned to the Customer post Go Live event. By being the Customer’s trusted advisor, the Customer Success Advocate’s responsibilities include the following:
 Assist the Customer with maximizing the use of their Motorola software and service investment.  Actively manage, escalate, and log issues with Support, Product Management, and Sales.  Provide ongoing customer communication about progress, timelines, and next steps.  Liaise with the Customer on industry trends and Motorola evolutions.

Customer Support Services Team
 The Customer Support Services team provides ongoing support following commencement of beneficial use of the Customer’s System(s) as defined in the Agreement.

4.4.3 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 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 that 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. In the event that 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.
 Consolidate all project-related questions and queries from Customer staff to present to the Motorola Project Manager.
 Review the Project Schedule with the Motorola Project Manager and finalize the detailed tasks, task dates, and responsibilities.
 Measure and evaluate progress against the Project Schedule.  Monitor the project to ensure resources are available as scheduled.

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 Attend status meetings.
 Provide timely responses to issues related to project progress.  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 maintain the Project Schedule.  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 Aware and one or more representative(s) from the IT department.
 Identify the resource with authority to formally acknowledge and approve Change Orders, approval letter(s), and milestone recognition certificates, as well as approve and release payments in a timely manner.
 Provide building access to Motorola personnel to all Customer facilities where system equipment is to be installed during the project. Temporary identification cards are to be issued to Motorola personnel, if required for access to facilities.  Ensure remote network connectivity and access to Motorola resources.  As applicable to this project, assume responsibility for all fees for licenses and inspections and for any delays associated with inspections due to required permits.  Provide reasonable care to prevent equipment exposure to contaminants that cause damage to the equipment or interruption of service.
 Ensure a safe work environment for Motorola personnel.  Provide signatures of Motorola-provided milestone certifications and Change Orders within five business days of receipt.

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) manage 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.

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Subject Matter Experts
The Subject Matter Experts (SME or Super Users) are the core group of users involved with the Business Process Review (BPR) and analysis, training, and the provisioning process, including making global provisioning choices and decisions. These members should be experienced users in the working area(s) they represent (dispatch, patrol, real time crime center, etc.), and should be empowered to make decisions related to provisioning elements, workflows, and screen layouts.

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.

User Agency Stakeholders
User Agency Stakeholders, if the system is deployed in a multi-agency environment, are those resources representing agencies outside of the Customer’s agency. These resources will provide provisioning inputs to the Customer Core Team if operations for these agencies differ from that of the Customer. The Customer will manage User Agency Stakeholder involvement, as needed, to fulfill Customer responsibilities.

4.4.4 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, telephone, radios, cameras, sensors, or TDD equipment 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.
 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 code tables and GIS map services 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.

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4.4.5 Project Planning and Pre-Implementation Review
A clear understanding of the needs and expectations of both Motorola and the Customer are critical to the successful implementation and ongoing operation of CommandCentral. In order to establish initial 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 teleconference with the Customer Project Manager to review the task requirements of each phase of the project and help to identify areas of potential risk due to lack of resource availability, experience, or skill.

The teleconference discussion will focus on the scope of implementation requirements, resource commitment requirements, cross-functional team involvement, a review of the required technical resource aptitudes and a validation of existing skills, and resource readiness in preparation for the Project Kickoff meeting.

Motorola Responsibilities
 Make initial contact with the Customer Project Manager and schedule the Pre-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 Learning eXperience Portal (LXP) training approach.  Obtain mutual agreement of the Project Kickoff meeting agenda and objectives.  Review the Implementation Packet.
 Coordinate enabling designated Customer Application Administrator with access to the LXP and CommandCentral Admin Portal.

Customer Responsibilities
 Provide Motorola with the names and contact information for the designated LXP and application administrators.
 Acknowledge understanding of the Implementation Packet.  Collaborate with the Motorola Project Manager and set the Project Kickoff meeting date.

4.4.6 CommandCentral Enablement
The Customer will work with Motorola on setup and configuration of the Customer’s firewall in order to allow traffic from CommandCentral.

4.4.6.1 Agency and User Setup
The Customer’s agency(s) and CommandCentral users must be provisioned within the CommandCentral cloud platform using the CommandCentral Admin Console. The provisioning process allows the agency(s) to define the specific capabilities and permissions of each user.

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Motorola Responsibilities
 Use the CommandCentral Admin tool to establish the Customer and the Customer’s agency(s) within the CommandCentral cloud platform. This activity is completed during the order process.  Provision agency’s CommandCentral initial users and permissions.

Customer Responsibilities
 Identify a System Administrator(s).
 Ensure all System Administrators complete the CommandCentral Admin training.  Use the CommandCentral Admin Console to set up CommandCentral administration and user passwords, and provision agency’s CommandCentral users and permissions.

Completion Criteria
 Initial agencies and users have been configured.

4.4.6.2 Project Kickoff
The purpose of the project kickoff is to introduce project participants and review the overall scope of the project.

Motorola Responsibilities
 Conduct a project kickoff meeting.
 Validate key project team participants attend the meeting.  Introduce all project participants.
 Review the roles of the project participants to identify communication flows and decision-making authority between project participants.
 Review the overall project scope and objectives.
 Review the resource and scheduling requirements.
 Review the teams’ interactions (meetings, reports, milestone acceptance) and Customer participation.
 Verify Customer Administrator(s) (as defined during Pre-Implementation Review) have access to the LXP and CommandCentral Admin Console.
 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.

Customer Responsibilities
 Validate key project team participants attend the meeting.  Introduce all project participants.
 Review the roles of the project participants to identify communication flows and decision-making authority between project participants.
 Provide VPN access to Motorola staff to facilitate delivery of services described in this SOW.

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 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 Console.  Provide the information required in the Implementation Packet.

4.4.7 Contract Design Review (CDR)

4.4.7.1 Contract Design Review
The objective is to review the contracted applications, project schedule, bill of materials, functional demonstration approach, validation plan, and contractual obligations of each party. Any changes to the contracted scope can be initiated via the change provision of the Agreement.

Motorola Responsibilities
 Review the contract exhibits: Solution Description, Statement of Work, Aware Discovery Checklist (part of Solution Description) and Project Schedule.  Review the technical, environmental and network requirements of the system.  Request shipping address and receiver name.
 Provide completed paperwork, provided to Motorola during project kickoff that enables Motorola resources to obtain site access.
 Review the information in the complete Implementation Packet.  Grant Customer Administrator with access to CommandCentral Admin Console.  Grant Customer LXP Administrator with access to the LXP.  Generate a CDR Summary report documenting the discussions, outcomes and any required change orders.

Customer Responsibilities
 Project Manager and key Customer project team attend the meeting.  Provide network environment information as requested.  Provide shipping address and receiver name.
 Provide locations and access to the existing equipment that will be part of the CommandCentral system per contract.

Completion Criteria
 Delivery of CDR Summary report.

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

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

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

Completion Criteria
 Delivery of CDR Summary Report.

4.4.8 Environmental Design Considerations
The following environmental requirements must be met by Customer no later than the completion of the CDR in order to enable Motorola to complete installation activities presented in this SOW:
 Provide connectivity between the various networks.
 Provide VPN remote access for Motorola deployment personnel to configure the system and for Customer Support to conduct diagnostics
 Provide backup power, as necessary.
 Provide Internet access to CommandCentral Aware server(s). This includes software licenses and media and installation support from the Customer’s IT personnel.  Responsible for any electrical or infrastructure improvements required at the Customer’s facility are the responsibility of the Customer.
 Provide backhaul equipment, installation, and support costs.

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 Provide devices such as workstations, tablets, and smartphones with Internet access in order to use the CommandCentral Aware solution. Chrome Browser is recommended for optimal performance. CommandCentral Aware workstations to support MS Windows 10 Enterprise.

Customer will provide Antivirus software for the CommandCentral Aware client.  Existing APX subscribers will be at software version R15.00.00 or later and equipped with GPS and IV&D options in order to use the Location on PTT feature.  Provide Motorola access with administrative rights to Active Directory for the purpose of installation/configuration and support.
 If interfaces are being included in this offer, the Customer is responsible for all necessary third party upgrades of their existing system(s) as may be required to support the CommandCentral solution. Our offer does not include any services, support, or pricing to support Customer third party upgrades.
 If interfaces are being included in this offer, the Customer is responsible to mitigate the impact to third party systems, to include CommandCentral interfaces that result from the customer upgrading a third party system. Motorola strongly recommends working with Motorola to understand the impact of such upgrades prior to taking any upgrade action.  Provide all environmental conditions as outlined in the Aware Solution Description; such as power and network requirements.

4.4.9 Hardware/Software Installation and Configuration

4.4.9.1 Procure and Ship Equipment
Motorola Responsibilities
 Procure contracted equipment in accordance with the equipment list.  Arrange for shipping to the Customer’s location.
 Notify Customer of equipment shipping specifics and ETA for arrival.

Customer Responsibilities
 Receive and store Motorola provided hardware.

Completion Criteria
 Equipment order is completed and ready to be shipped to Customer.

4.4.9.2 CloudConnect Installation and Configuration
Motorola Responsibilities
 Verify remote access capability.
 Perform physical installation of the Cloud Anchor Server on existing equipment rack, connect to power and network, and assign IP addresses for the network.  Remotely configure CloudConnect Virtual Machine within the Cloud Anchor Server.  Configure network connectivity and test connection to the CloudConnect Virtual Machine.

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Customer Responsibilities
 Install Cloud Anchor Server in Customers’ existing equipment rack and conduct a power on test demonstrating its availability to Motorola to commence with software installation and configuration activities.
 Give Motorola two static IP addresses, corresponding subnet masks/default gateway, and available NTP and DNS IP to the CloudConnect Server.

Completion Criteria
 CloudConnect Virtual Machine configuration is complete.

4.4.9.3 Workstation Installation and Configuration
Motorola Responsibilities
 Verify remote access to workstation(s).
 Request IP address to target workstation(s).
 Configure contracted CommandCentral workstation(s).

Customer Responsibilities
 Provide a dedicated delivery point for receiving, inventory and storage of equipment.  Receive and inventory contracted equipment (reference equipment list).  Perform physical installation of the CommandCentral Solution workstations. Connect to power and network. Assign IP addresses for the network.
 Give assigned IP addresses of target workstation(s) to Motorola.  Provide remote access to the CommandCentral Solution workstation(s).

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

4.4.10.1 Interface Installation and Configuration
Installation and configuration of interfaces will be completed in accordance with the System Description. Connectivity will be established between the Motorola system and the external and/or third party systems to which the contracted software will interface. Motorola will configure the system to support each contracted interface. The Customer is responsible for engaging third party vendors if and as required to facilitate connectivity and validating of the interfaces.

Motorola Responsibilities
 Establish connectivity to external and third party systems.  Configure interfaces to support the functionality described in the Solutions Description.

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 Demonstrate the interface usability in accordance with the Project Validation Plan.

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

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

4.4.10.2 ASTRO 25 Location Integration
Motorola Responsibilities
 Configure connection between CloudConnect Virtual Machine and the existing ASTRO 25 Intelligent Middleware (IMW) system.
 Perform a remote IMW software upgrade (if required for compatible version).  Configure IMW location reporting parameters. The location reporting configuration will include location on PTT, location on emergency, and location on demand.  Install core and site licenses for enhanced data.
 Set Cadence Threshold in conjunction with Capacity Study results.  Provision subscribers’ software licenses as needed.

Customer Responsibilities
 Provide IMW system.
 Programming the subscriber fleet to support the Location on PTT functionality.

4.4.10.3 ASTRO 25 Location Integration
Motorola Responsibilities
 Install and configure LRRP Connector on customer specified hardware.  Install core and site licenses for enhanced data.
 Set Cadence Threshold in conjunction with Capacity Study results.  Provision subscribers’ software licenses as needed.

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Customer Responsibilities
 Provide location for LRRP Connector.
 Enable necessary traffic through firewalls, as specified by Motorola, for LRRP functionality.  Programming the subscriber fleet to support the Location on PTT functionality.

4.4.10.4 Capacity Study
The objective of the Data Capacity Analysis is to verify that the Customer’s ASTRO® 25 communication system is properly equipped, configured, and has the capacity to support ASTRO 25 data dependent Aware features, as described in the Solution Description. The results of the capacity analysis provide guidance for provisioning ARL and AMS features. A System Engineer will conduct the analysis of the existing ASTRO 25 system. If an ASTRO 25 system is in deployment, then the analysis will be performed on the contracted ASTRO 25 system design.

Motorola Responsibilities
 Collect and review as-built information about the ASTRO 25 system from the ASTRO 25 deployment team, System Manager, or Customer.
 Document any deficiencies in the ASTRO 25 system such as licenses, product versions, firmware versions, and system components required for PremierOne/CommandCentral ASTRO 25 integration.
 Gather current ASTRO 25 system architecture, configuration, product, and firmware versions, if Motorola- supported system.
 Collect 30 days of ATIA data from the production ASTRO 25 system.  Analyze the ATIA data to determine the busy-hour voice load model.  Collect CommandCentral provisioning parameters.
 Collect current incident usage statistics.
 Document the operation of ARL and AMS features including estimates of anticipated use.  Analyze collected data and define a data load model based on the desired features and target configuration.
 Perform a voice and data capacity analysis using the Hydra ASTRO 25 modeling tool. Multiple scenarios will be considered in an effort to optimize the use of available RF channels to provide functionality, while maintaining the required voice Grade of Service (GoS).  Prepare ASTRO 25 Capacity Analysis Report that describes any required ASTRO 25 system changes.

Customer Responsibilities
 Provide access to the ASTRO 25 Master Site for collection of ATIA and configuration data.  Provide information on current ASTRO 25 system architecture, configuration, product, and firmware versions, and any planned changes to the ASTRO 25 system, if ASTRO 25 system is self-maintained.  Provide information about the current subscriber types, quantities, and expected use.  Provide information about any other current or planned users on the ASTRO 25 system.  Identify all current and planned ASTRO 25 data applications (e.g. third party mapping applications, Radio Management).

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 Review and discuss the Data Capacity Analysis report with Motorola.  Complete any ASTRO 25 improvements or version upgrades necessary to support the solution as documented in the ASTRO 25 Capacity Analysis Report .  Provide circuits and connectivity between the radio core, IMW, CEN, and CommandCentral system.

Motorola Deliverables
 ASTRO 25 Capacity Analysis Report.

4.4.10.5 CommandCentral Solution Geospatial Mapping Configuration Motorola Responsibilities
 Installation and configuration of the connection to the Customer mapping system (ArcGIS Online, ESRI ArcGIS Server, or ArcGIS Portal).
 Validate mapping layers and links to validate CommandCentral Solution is accessing and using Customer- published GIS data.

Customer Responsibilities
 Provide access to ESRI/GIS system and/or GIS personnel.  Provide published GIS map services.
 Publish specific maps beneficial to the Customer analysts.

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

Motorola Responsibilities
 Using the CommandCentral Admin Console, provision users, groups, and rules based on Customer Active Directory data.

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

Completion Criteria
 CommandCentral Solution provisioning is complete upon Motorola completing provisioning activities.

4.4.12 CommandCentral Online Training
Online training is made available to you via Motorola LXP. This subscription service provides you with continual access to our library of online learning content and allows your users the benefit of learning at times convenient to them. Content is added and updated on a regular basis to keep City of Huntington Park, CA June 28, 2024
Integrated Flex Suite, CommandCentral Aware, and Video Security Solution Statement of Work
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information current. This training modality allows the Customer to engage in training when convenient. All training, unless explicitly specified and defined, is online, computer-based, selfpaced learning.

Motorola Responsibilities
 Designate a LXP Administrator to work with the Customer.  Establish an accessible instance of the LXP for the Customer.  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 by providing training and job aids as needed.
 Create and maintain user role Learning Paths defined by the Customer.  Install security patches when available.
 Perform scheduled maintenance. Notify the Customer 24 hours in advance of scheduled maintenance.
 Provide technical support for user account and access issues, base system functionality, and Motorola- managed content.
 Monitor the Learning Subscription server. Provide support for server incidents.

Customer Responsibilities
 Provide user information for the initial creation of accounts.  Provide network and internet connectivity for the Customer’s users to access the LXP.  The customer's primary LXP administrator should complete the following self-paced training:

Learning Experience Portal (LXP) Introduction online course (LXP0001), LXP Primary Site Administrator Overview online course (LXP0002), and LXP Group Administrator Overview (LXP0003).
 Advise agency learners of the availability of training via the LXP.  Ensure users complete LXP training in accordance with the Project Schedule.  Order and maintain subscriptions to access Motorola’s LXP.  Contact Motorola to engage Technical Support when needed.

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

Motorola Responsibilities
 Update functional demonstration script.
 Provide script to Customer for review and acknowledgement.  Conduct functional demonstration.
 Correct any configuration issues impacting access to cloud based features; i.e. map display, location updates, video display and/or interface and integrations.

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 Document, in the Implementation Packet, any corrective actions taken by Customer or Motorola during the demonstration
 Provide Customer instruction on using the Customer Feedback Tool for feature/enhancement requests.

Customer Responsibilities
 Review and agree to the scope of the demonstration script.  Witness the functional demonstration and acknowledge its completion.  Resolve any provisioning impacting the functional demonstration.

Completion Criteria
 Conclusion of the functional demonstration.

4.4.14 System Training
The objective of this task is to prepare for and deliver the contracted training. Motorola training consists of both computer-based (online) and instructor-led. Training delivery methods vary depending on course content and offer.

4.4.14.1 Learning eXperience Portal (LXP Online Training) Training is made available to Customer, in part, via Motorola’s LXP. This subscription service provides your users with continual access to Motorola’s library of online learning content and allows your users the benefit of learning at times convenient to them.

Motorola Responsibilities
 Configure a Customer specific portal view.
 Create learner access account to the portal for each user name provided by Customer.  Provide instruction to Customer LXP Administrator on building groups.

Customer Responsibilities
 Provide Motorola with names (first and last) and email addresses for each learner.  Complete LXP Administrator training.
 Advise users of the availability of the LXP.
 Build groups as desired.

4.4.14.2 Instructor-Led Training Motorola Responsibilities  Deliver training materials in electronic format.
 Deliver Remote Training.
 Deliver On-Site Training.
 Provide Customer with training Attendance Rosters and summarize any pertinent observations.

Customer Responsibilities
 Supply classroom, one login per attendee, and one workstation per attendee.

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 Designate a single point of contact who will work with Motorola to ensure training environment is ready for training delivery.
 Facilitate training of all Customer end users in accordance with Customer’s training delivery plan.

Motorola Deliverables
 Electronic versions of Training Materials.
 Attendance Rosters.

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

4.4.16 Transition to Support and Customer Success
Customer Success is the main point of contact as you integrate this solution into your agency’s business processes. Our Customer Support team will be the point of contact for technical support concerns you might have and can be reached either by phone or by emailing support.

Motorola Responsibilities
 Transition Customer to Motorola Customer Support.
 Supply Customer with instructions when engaging support.

Customer Responsibilities
 Provide Motorola with specific contact information for those users authorized to engage Motorola’s support.
 Engage the Motorola support organization as needed.

City of Huntington Park, CA August 14, 2024
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Section 5
Pricing

5.1 Pricing Summary
Description List Price Sale Price
(Sourcewell
Contract)
Flex CAD/RMS/Non-Custodial Booking Solution
(Hardware/ Software/ Services)
$1,244,575.56 $1,120,118.00
Avigilon Video Management Solution
(Hardware/ Software/ Services)
$1,689,603.38 $1,520,643.04
Avigilon Access Control Solution
(Hardware/ Software/ Services)
$642,495.62 $578,246.06
CommandCentral Aware
(Hardware/ Software/ Services)
$156,936.67 $141,243.00
Rave Mobile Reach $4,500.00 $4,275.00
SOLUTION TOTAL $3,364,525.10
Bundle Solution Discount ($134,581.00)
Additional Customer Loyalty Discount (valid until 8/30/2024) ($100,935.75) FINAL SALE PRICE $3,129,008.35
Estimated Sales Tax on Equipment 10.25 % $50,627.00
Year 2 (Flex Suite, Avigilon, CC Aware, Rave) - Subscription, Maintenance and Support $197,509.00 Year 3 (Flex Suite, Avigilon, CC Aware, Rave) - Subscription, Maintenance and Support $200,643.00 Year 4 (Flex Suite, Avigilon, CC Aware, Rave) - Subscription, Maintenance and Support $203,902.00 Year 5 (Flex Suite, Avigilon, CC Aware, Rave) - Subscription, Maintenance and Support $207,292.00 City of Huntington Park, CA June 28, 2024
Integrated Flex Suite, CommandCentral Aware, and Video Security Solution Pricing
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Description Sale Price
Cybersecurity ActiveEye Solution (OPTIONAL) $81,503.84
Year 2 - Cybersecurity ActiveEye Solution $67,655.47
Year 3 - Cybersecurity ActiveEye Solution $71,038.24
Year 4 - Cybersecurity ActiveEye Solution $74,590.15
Year 5 - Cybersecurity ActiveEye Solution $78,319.66

5.2 Terms and Conditions
Pricing is in U.S. Dollars and valid until the quote expiration date unless stated otherwise.

Pricing and specifications are subject to change without notice.

Pricing Assumptions:
 Pricing for this solution offer is valid for 60 days from the date of this proposal.  First year of maintenance for all selected software is included in the Year 1 purchase price.  This proposal supports a standard “Train-the-Trainer” training approach.  Cabling, capital improvements, and power consumption considerations to the installation environment that may be required to support the solution are the responsibility of the customer.  Customer will provide adequate server room, power, HVAC, network backhaul, workstation hardware, laptops, handheld devices, OS and other software required for the solution.

5.2.1 Payment Milestones
Contract Price. The Contract Price in U.S. dollars is $________________________.

Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within thirty (30) days after the date of each invoice. Customer will make payments when due in the form of a check, cashier’s check, or wire transfer drawn on a U.S. financial institution. If Customer has purchased additional Professional or Subscription services, payment will be in accordance with the applicable addenda. Payment for the System purchase will be in accordance with the following milestones:

Flex Suite:

1. 30% of the Contract Price for Flex Suite due upon Contract Execution (due upon effective date);

2. 30% of the Contract Price for Flex Suite due upon Delivery of System Hardware & Application of Software;

3. 15% of the Contract Price for Flex Suite due upon Installation;

4. 15% of the Contract Price for Flex Suite due upon Go-Live; and

5. 10% of the Contract Price for Flex Suite due upon Final Acceptance.

City of Huntington Park, CA June 28, 2024
Integrated Flex Suite, CommandCentral Aware, and Video Security Solution Pricing
Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted

Page 5 ends

Avigilon Video Management Solution:

1. 25% of the Contract Price for Avigilon Access Control due upon Contract Execution (due upon effective date);

2. 45% of the Contract Price for Avigilon Access Control due upon Shipment;

3. 20% of the Contract Price for Avigilon Access Control due upon Installation; and

4. 10% of the Contract Price for Avigilon Access Control due upon Final Acceptance.

Avigilon Access Control Solution:

1. 25% of the Contract Price for Avigilon Access Control due upon Contract Execution (due upon effective date);

2. 45% of the Contract Price for Avigilon Access Control due upon Shipment;

3. 20% of the Contract Price for Avigilon Access Control due upon Installation; and

4. 10% of the Contract Price for Avigilon Access Control due upon Final Acceptance.

Command Central Aware Solution:

1. 25% of the Contract Price for CommandCentral Aware due upon Contract Execution (due upon effective date);

2. 25% of the Contract Price for CommandCentral Aware due upon Shipment;

3. 25% of the Contract Price for CommandCentral Aware due upon Installation; and

4. 25% of the Contract Price for CommandCentral Aware due upon Final Acceptance.

Rave Solution:

1. 100% of year 1 price due upon contract execution.

Years 2-5 of each solution will be invoiced annually in advance of each year of the plan in accordance with Table 5.1.

Motorola shall make partial shipments of equipment and will request payment upon shipment of such equipment. In addition, Motorola shall invoice for installations completed on a site-by-site basis or when professional services are completed, when applicable. The value of the equipment shipped/services performed will be determined by the value shipped/services performed as a percentage of the total milestone value. Unless otherwise specified, contract discounts are based upon all items proposed and overall system package. Overdue invoices will bear simple interest at the maximum allowable rate by state law.

For Maintenance and Support Plan and Subscription Based Services: Motorola will invoice Customer annually in advance of each year of the plan.

Tax
Unless otherwise noted, this proposal excludes sales tax or other applicable taxes (such as Goods and Services Tax, sales tax, Value Added Tax and other taxes of a similar nature). Any tax Customer is subject to will be added to invoices.

Motorola Solutions Confidential Restricted

Page 5 ends

5.2.2 Invoicing and Shipping Addresses
Invoices will be sent to Customer at the following address:

Name:

Address:

Phone:

Email:

Address of Ultimate Destination for Equipment to be Delivered to Customer:

Name:

Address:

Equipment Shipped to Customer at the following address:

Name:

Address:

Phone:

City of Huntington Park, CA June 28, 2024
Integrated Flex Suite, CommandCentral Aware, and Video Security Solution Contractual Documentation
Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted

Page 6 ends

Section 6
Contractual Documentation
Motorola Solutions has provided a Sourcewell Motorola Solutions Customer Agreement and Exhibits on the following pages.

Sourcewell Motorola Customer Agreement 1
Sourcewell Motorola Solutions Customer Agreement
This Motorola Solutions Customer Agreement (the “MCA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity set forth in the signature block below (“Customer”). Motorola and Customer will each be referred to herein as a “Party” and collectively as the “Parties”. This Agreement (as defined below) is effective as of the date of the last signature (the “Effective Date”).

WHEREAS, Customer desires to purchase from Motorola and Motorola desires to sell to Customer certain Motorola radio communications equipment and services (Public Safety Software);
WHEREAS, Sourcewell (“Sourcewell”), a State of Minnesota local government agency and service cooperative offering cooperative procurement solutions to government entities that access Sourcewell’s cooperative purchasing contracts (“Participating Entities”); WHEREAS, on July 4, 2021, Sourcewell and Motorola entered into a contract identified as 042021-MOT, (“042021-MOT”), which provides that Participating Entities may purchase technology and hardware solutions (Public Safety Technology and Hardware Solutions) from Motorola pursuant to certain terms contained therein;
WHEREAS, on July 23, 2021, Sourcewell and Motorola entered into a contract identified as 051321-MOT, (“051321-MOT”), which provides that Participating Entities may purchase software and equipment (Public Safety Software) from Motorola pursuant to certain terms contained therein; and
WHEREAS, pursuant to Article 6.B of 042021-MOT and 051321-MOT (collectively referred to as the “Sourcewell Contracts”), Motorola and Customer now wish to enter into this Agreement to delineate the specific terms of the purchase of Public Safety Technology and Hardware Solutions and Public Safety Software from Motorola by Customer.

For good and valuable consideration, the Parties agree as follows:

1. Agreement.

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

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

Sourcewell Motorola Customer Agreement 2

2. Products and Services.

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

2.2. Services.

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

2.2.2. Integration Services; Maintenance and Support Services. If specified in an Ordering Document, Motorola will provide, for the term of such Ordering Document, (a) design, deployment, and integration Services in order to design, install, set up, configure, and/or integrate the applicable Products at the applicable locations (“Sites”), agreed upon by the Parties (“Integration Services”), or (b) break/fix maintenance, technical support, or other Services (such as software integration Services) (“Maintenance and Support Services”), each as further described in the applicable statement of work. Maintenance and Support Services and Integration Services will each be considered “Services”, as defined above.

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

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

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

Sourcewell Motorola Customer Agreement 3

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

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

2.6. Motorola Tools and Equipment. As part of delivering the Products and Services, Motorola may provide certain tools, equipment, models, and other materials of its own. Such tools and equipment will remain the sole property of Motorola unless they are to be purchased by Customer as Products and are explicitly listed on an Ordering Document. The tools and equipment may be held by Customer for Motorola’s use without charge and may be removed from Customer’s premises by Motorola at any time without restriction. Customer will safeguard all tools and equipment while in Customer’s custody or control, and be liable for any loss or damage. Upon the expiration or earlier termination of this Agreement, Customer, at its expense, will return to Motorola all tools and equipment in its possession or control.

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

2.8. Export Control. Customer, its employees, and any other Authorized Users will not access or use the Products and Services in any jurisdiction in which the provision of such Products and Services is prohibited under applicable laws or regulations (a “Prohibited Jurisdiction”), and Customer will not provide access to the Products and Services to any government, entity, or individual located in a Prohibited Jurisdiction. Customer represents and warrants that (a) it and its Authorized Users are not named on any U.S. government list of persons prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) it and its Authorized Users are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) Customer will not permit its Authorized Users to access or use the Products or Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) Customer and its Authorized Sourcewell Motorola Customer Agreement 4
Users will comply with all applicable laws regarding the transmission of technical data exported from the U.S. and the country in which Customer, its employees, and the Authorized Users are located.

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

3. Term and Termination.

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

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

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

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

4. Payment and Invoicing.

4.1. Fees. Fees and charges applicable to the Products and Services (the “Fees”), which includes the respective Sourcewell administrative fees, will be as set forth in the applicable Addendum or Ordering Document, and such Fees may be changed by Motorola at any time, except that Motorola will not change the Fees for Products and Services purchased by Customer during the term of an active Ordering Document or during a Subscription Term (as defined and further described in the applicable Addendum). Motorola will pay Sourcewell’s administrative fee Sourcewell Motorola Customer Agreement 5
in accordance with the payment terms of the Motorola/Sourcewell Contracts. Changes in the scope of Services described in an Ordering Document may require an adjustment to the Fees due under such Ordering Document. If a specific invoicing or payment schedule is set forth in the applicable Addendum or Ordering Document, such schedule will apply solely with respect to such Addendum or Ordering Document. Unless otherwise specified in the applicable Ordering Document, the Fees for any Services exclude expenses associated with unusual and costly Site access requirements (e.g., if Site access requires a helicopter or other equipment), and Customer will reimburse Motorola for these or other expenses incurred by Motorola in connection with the Services.

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

4.3. Invoicing. Motorola will invoice Customer at the frequency set forth in the applicable Addendum or Ordering Document, and Customer will pay all invoices within thirty (30) days of the invoice date or as otherwise specified in the applicable Addendum or Ordering Document. Late payments will be subject to interest charges at the maximum rate permitted by law, commencing upon the due date. Motorola may invoice electronically via email, and Customer agrees to receive invoices via email at the email address set forth in an Ordering Document. Customer affirms that a purchase order or notice to proceed is not required for contract performance or for subsequent years of service, if any, and that sufficient funds have been appropriated in accordance with applicable law.

4.4. Materials And Labor Price Increase. In the event that there are significant increases in the prices that Motorola pays for materials and supplies for the work to be performed between the date the Agreement is signed and the date that materials are purchased for the work to be performed, Motorola shall be entitled to additional compensation from Customer as described herein. A significant increase in price is defined herein as an increase as to any specific items of materials of three percent (3%) or more from original proposal. In such a case, Customer shall pay to Motorola, on request, all sums by which the cost to Motorola for any such items of materials has increased beyond 3%. This would apply, but not be limited to price increases in any components included in the Bill of Materials or Scope of Work as well as manufactured products and equipment or third party manufactured products and equipment. Motorola shall not be responsible for increased prices of materials when caused by delays, shortages or unavailability of materials due to conditions not caused by Contractor. Any pricing change would be documented in a change order executed with the Customer.

4.5. Inflation Adjustment. For multi-year agreements, at the end of the first year of the Agreement and each year thereafter, a CPI percentage change calculation shall be performed using the U.S. Department of Labor, Consumer Price Index, all Items, Unadjusted Urban Areas (CPI-U). Should the annual inflation rate increase greater than 3% during the previous year, Motorola shall have the right to increase all future maintenance prices by the CPI increase amount exceeding 3%. All items, not seasonally adjusted shall be used as the measure of CPI for this price adjustment. Measurement will take place once the annual average for the new year has Sourcewell Motorola Customer Agreement 6
been posted by the Bureau of Labor Statistics. For purposes of illustration, if in year 5 the CPI reported an increase of 8%, Motorola may increase the Year 6 price by 5% (8%-3% base).

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. No waivers of liability will be imposed on Motorola or its subcontractors by Customer or others at Customer facilities or other Sites, but if and to the extent any such waivers are imposed, the Parties agree such waivers are void.

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

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

5.4. Customer-Provided Equipment. Certain components, including equipment and software, not provided by Motorola may be required for use of the Products and Services (“CustomerProvided 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 thirdparty rights (including intellectual property rights). Customer (and not Motorola) will be fully liable for Customer-Provided Equipment, and Customer will immediately notify Motorola of any Customer-Provided Equipment damage, loss, change, or theft that may impact Motorola’s ability to provide the Products and Services under this Agreement, and Customer acknowledges that any such events may cause a change in the Fees or performance schedule under the applicable Ordering Document.

5.5. Non-Motorola Content. In certain instances, Customer may be permitted to access, use, or integrate Customer or third-party software, services, hardware, content, and data that is not provided by Motorola (collectively, “Non-Motorola Content”) with or through the Products and Services. If Customer accesses, uses, or integrates any Non-Motorola Content with the Products or Services, Customer will first obtain all necessary rights and licenses to permit Customer’s and its Authorized Users’ use of the Non-Motorola Content in connection with the Products and Sourcewell Motorola Customer Agreement 7
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 require access to Customer Data (as defined below), Customer hereby authorizes Motorola to allow the provider of such Non-Motorola Content to access Customer Data, in connection with the interoperation of such Non-Motorola Content with the Products and Services. Customer acknowledges and agrees that Motorola is not responsible for, and makes no representations or warranties with respect to, the Non-Motorola Content (including any disclosure, modification, or deletion of Customer Data resulting from use of Non-Motorola Content or failure to properly interoperate with the Products and Services). If Customer receives notice that any Non-Motorola Content must be removed, modified, or disabled within the Products or Services, Customer will promptly do so. Motorola will have the right to disable or remove Non-Motorola Content if Motorola believes a violation of law, third-party rights, or Motorola’s policies is likely to occur, or if such Non-Motorola Content poses or may pose a security or other risk or adverse impact to the Products or Services, Motorola, Motorola’s systems, or any third party (including other Motorola customers). Motorola may provide certain NonMotorola Content as an authorized sales representative of a third party as set out in an Ordering Document. As an authorized sales representative, the third party’s terms and conditions, as set forth in the Ordering Document, will apply to any such sales. Any orders for such Non-Motorola Content will be filled by the third party. Nothing in this Section will limit the exclusions set forth in Section 7.2 – Intellectual Property Infringement.

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

6. Representations and Warranties.

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

6.2. Motorola Warranties. Subject to the disclaimers and exclusions below, Motorola represents and warrants that (a) Services will be provided in a good and workmanlike manner and will conform in all material respects to the descriptions in the applicable Ordering Document; and (b) for a period of ninety (90) days commencing upon the Service Completion Date for onetime 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 Sourcewell Motorola Customer Agreement 8
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 commercially reasonable efforts to repair or replace any confirmed materially non-conforming Product or re-perform any non-conforming Service, at its option. Such remedies are Customer’s sole and exclusive remedies for Motorola’s breach of a warranty.

Motorola’s warranties are extended by Motorola to Customer only, and are not assignable or transferrable.

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

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

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

IN THE AGREEMENT ARE THE COMPLETE WARRANTIES FOR THE PRODUCTS AND

SERVICES AND MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS,

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

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

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

7. Indemnification.

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

7.2. Intellectual Property Infringement. Motorola will defend Customer against any third-party claim alleging that a Motorola-developed or manufactured Product or Service (the “Infringing Product”) directly infringes a United States patent or copyright (“Infringement Claim”), and Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim, or agreed to in writing by Motorola in settlement of an Infringement Claim. Motorola’s duties under this Section 7.2 – Intellectual Property Infringement are conditioned upon: (a) Customer promptly notifying Motorola in writing of the Infringement Claim; (b) Motorola having sole control of the defense of the suit and all negotiations Sourcewell Motorola Customer Agreement 9
for its settlement or compromise; and (c) Customer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the defense of the Infringement Claim.

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

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

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

7.3. Customer Indemnity. Customer will defend, indemnify, and hold Motorola and its subcontractors, subsidiaries and other affiliates harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from any actual or threatened third-party claim, demand, action, or proceeding arising from or related to (a) Customer-Provided Equipment, Customer Data, or Non-Motorola Content, including any claim, demand, action, or proceeding alleging that any such equipment, data, or materials (or the integration or use thereof with the Products and Services) infringes or misappropriates a thirdparty intellectual property or other right, violates applicable law, or breaches the Agreement; (b) Customer-Provided Equipment’s failure to meet the minimum requirements set forth in the applicable Documentation or match the applicable specifications provided to Motorola by Customer in connection with the Products or Services; (c) Customer’s (or its service providers, agents, employees, or Authorized User’s) negligence or willful misconduct; and (d) Customer’s or its Authorized User’s breach of this Agreement. This indemnity will not apply to the extent any such claim is caused by Motorola’s use of Customer-Provided Equipment, Customer Data, or Non-Motorola Content in violation of the Agreement. Motorola will give Customer prompt, written Sourcewell Motorola Customer Agreement 10
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, THE TOTAL

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

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

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

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

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

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

8.3. ADDITIONAL EXCLUSIONS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS

AGREEMENT, MOTOROLA WILL HAVE NO LIABILITY FOR DAMAGES ARISING OUT OF (A)

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

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

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

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

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

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

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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. The nature and existence of this Agreement are considered Confidential Information of the Parties. In order to be considered Confidential Information, information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by Discloser by submitting a written document to Recipient within thirty (30) days after such disclosure. The written document must contain a summary of the Confidential Information disclosed with enough specificity for identification purpose and must be labeled or marked as confidential or its equivalent.

9.2. Obligations of Confidentiality. During the Term and for a period of three (3) years from the expiration or termination of this Agreement, Recipient will (a) not disclose Confidential Information to any third party, except as expressly permitted in this Section 9 - Confidentiality; (b) restrict disclosure of Confidential Information to only those employees (including, employees of any wholly owned subsidiary, a parent company, any other wholly owned subsidiaries of the same parent company), agents or consultants who must access the Confidential Information for the purpose of, and who are bound by confidentiality terms substantially similar to those in, this Agreement; (c) not copy, reproduce, reverse engineer, de-compile or disassemble any Confidential Information; (d) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; (e) promptly notify Discloser upon discovery of any unauthorized use or 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 maintain as confidential any information that Recipient can demonstrate by documentation (a) is publicly available at the time of disclosure or becomes available to the public without breach of this Agreement; (b) is lawfully obtained from a third party without a duty of confidentiality to Discloser; (c) is otherwise lawfully known to Recipient prior to such disclosure without a duty of confidentiality to Discloser; or (d) is independently developed by Recipient without the use of, or reference to, any of Discloser’s Confidential Information or any breach of this Agreement. Additionally, Recipient may disclose Confidential Information to the extent required by law, including a judicial or legislative order or proceeding.

9.4. Ownership of Confidential Information. All Confidential Information is and will remain the property of Discloser and will not be copied or reproduced without the express written permission of Discloser (including as permitted herein). Within ten (10) days of receipt of Discloser’s written request, Recipient will return or destroy all Confidential Information to Discloser along with all copies and portions thereof, or certify in writing that all such Confidential Information has been destroyed. However, Recipient may retain (a) one (1) archival copy of the Confidential Information for use only in case of a dispute concerning this Agreement and (b) Confidential Information that has been automatically stored in accordance with Recipient’s standard backup or recordkeeping procedures, provided, however that Recipient will remain subject to the obligations of this Agreement with respect to any Confidential Information retained subject to clauses (a) or (b). No Sourcewell Motorola Customer Agreement 12
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; “Service Use Data” means data generated by Customer’s use of the Products and Services or by Motorola’s support of the Products and Services, including personal information, product performance and error information, activity logs and date and time of use; “Customer Data” means data, information, and content, including images, text, videos, documents, audio, telemetry, location and structured data base records, provided by, through, or on behalf of Customer, its Authorized Users, and their end users through the use of the Products and Services.

Customer Data does not include Customer Contact Data, Service Use Data, or information from publicly available sources or other Third-Party Data or Motorola Data; “Third-Party Data” means information obtained by Motorola from publicly available sources or its third party content providers and made available to Customer through the Products or Services; “Motorola Data” means data owned or licensed by Motorola; “Feedback” means comments or information, in oral or written form, given to Motorola by Customer or Authorized Users, including their end users, in connection with or relating to the Products or Services; and “Process” or “Processing” means any operation or set of operations which is performed on personal information or on sets of personal information, whether or not by automated means, such as collection, recording, copying, analyzing, caching, organization, structuring, storage, adaptation, or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

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

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

10.4. Processing Customer Data.

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

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

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

10.5. Data Retention and Deletion. Except as expressly provided otherwise under the Agreement, Motorola will delete all Customer Data following termination or expiration of this MCA or the applicable Addendum or Ordering Document, with such deletion to occur no later than 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 before expiration or termination, subject to Section 13.9 – Notices. Motorola will have no obligation to retain such Customer Data beyond Sourcewell Motorola Customer Agreement 14
expiration or termination unless the Customer has purchased extended storage from Motorola through a mutually executed Ordering Document.

10.6. Service Use Data. Customer understands and agrees that Motorola may collect and use Service Use Data for its own purposes, including the uses described below. Motorola may use Service Use Data to (a) operate, maintain, manage, and improve existing and create new products and services, (b) test products and services, (c) to aggregate Service Use Data and combine it with that of other users, and (d) to use anonymized or aggregated data for marketing, research or other business purposes. Service Use Data may be disclosed to third parties. It is Customer’s responsibility to notify Authorized Users of Motorola’s collection and use of Service Use Data and to obtain any required consents, provide all necessary notices, and meet any other applicable legal requirements with respect to such collection and use, and Customer represents and warrants to Motorola that it has complied and will continue to comply with this Section.

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

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

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

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

10.9. Improvements; Products and Services. The Parties agree that, notwithstanding any provision of this MCA or the Agreement to the contrary, all fixes, modifications and improvements to the Services or Products conceived of or made by or on behalf of Motorola that are based either in whole or in part on the Feedback, Customer Data, or Service Use Data (or otherwise) are the Sourcewell Motorola Customer Agreement 15
exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or improvements will vest solely in Motorola. Customer agrees to execute any written documents necessary to assign any intellectual property or other rights it may have in such fixes, modifications or improvements to Motorola.

11. Force Majeure; Delays Caused by Customer.

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

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

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

12.1. Governing Law. All matters relating to or arising out of the Agreement are governed by the laws of the State of Illinois, unless Customer is the United States Government (or an agency thereof), in which case all matters relating to or arising out of the Agreement will be governed by the laws of the State in which the Products and Services are provided. The terms of the U.N.

Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply.

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

Sourcewell Motorola Customer Agreement 16

12.3. Litigation, Venue, Jurisdiction. If the Dispute has not been resolved by mediation within sixty (60) days from the Notice of Mediation, either Party may submit the Dispute exclusively to a court in Cook County, Illinois. 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 the Products, which may also include access by Motorola to Customer Data and Service Use Data. Customer will provide notice of such monitoring to its Authorized Users and obtain any required consents, including individual end users, and will cooperate with Motorola in any monitoring or audit.

Customer will maintain during the Term, and for two (2) years thereafter, accurate records relating to any software licenses granted under this Agreement to verify compliance with this Agreement.

Motorola or a third party (“Auditor”) may inspect Customer’s and, as applicable, Authorized Users’ premises, books, and records. Motorola will pay expenses and costs of the Auditor, unless Customer is found to be in violation of the terms of the Agreement, in which case Customer will be responsible for such expenses and costs.

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

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

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

13.6. Independent Contractors. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not Sourcewell Motorola Customer Agreement 17
constitute, create, or be interpreted as a joint venture, partnership, or formal business organization of any kind.

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

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

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

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

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

13.12. Entire Agreement. This Agreement, including all Addenda and Ordering Documents, constitutes the entire agreement of the Parties regarding the subject matter hereto, and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts, and will have the same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing or by electronic signature. An electronic signature, facsimile copy, or computer image of a signature, will be treated, and will have the same effect as an original signature, and will have the same effect, as an original signed copy of this document. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment, or other form will not be considered an amendment or modification or part of this Agreement, even if a representative of each Party signs such document.

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

Motorola: Motorola Solutions, Inc. Customer: [___________] By: By:

Name: Name:

Title: Title:

Date: Date:

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Customer Contact and Payment Milestones Addendum

CUSTOMER CONTACT
INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following address:

Name:

Address:

Phone:

Email:

The address which is the ultimate destination where the Equipment will be delivered to Customer is:

Name:

Address:

The Equipment will be shipped to the Customer at the following address (insert if this information is known):

Name:

Address:

Phone:

PAYMENT MILESTONES
Contract Price. The Contract Price in U.S. dollars is $________________________.

Flex Suite:

1. 30% of the Contract Price for Flex Suite due upon Contract Execution (due upon effective date);
Sourcewell Motorola Customer Agreement 20

2. 30% of the Contract Price for Flex Suite due upon Delivery of System Hardware & Application of Software;

3. 15% of the Contract Price for Flex Suite due upon Installation;

4. 15% of the Contract Price for Flex Suite due upon Go-Live; and

5. 10% of the Contract Price for Flex Suite due upon Final Acceptance.

Avigilon Video Management Solution:

1. 25% of the Contract Price for Avigilon Access Control due upon Contract Execution (due upon effective date);

2. 45% of the Contract Price for Avigilon Access Control due upon Shipment;

3. 20% of the Contract Price for Avigilon Access Control due upon Installation; and

4. 10% of the Contract Price for Avigilon Access Control due upon Final Acceptance.

Avigilon Access Control Solution:

1. 25% of the Contract Price for Avigilon Access Control due upon Contract Execution (due upon effective date);

2. 45% of the Contract Price for Avigilon Access Control due upon Shipment;

3. 20% of the Contract Price for Avigilon Access Control due upon Installation; and

4. 10% of the Contract Price for Avigilon Access Control due upon Final Acceptance.

Command Central Aware Solution:

1. 25% of the Contract Price for CommandCentral Aware due upon Contract Execution (due upon effective date);

2. 25% of the Contract Price for CommandCentral Aware due upon Shipment;

3. 25% of the Contract Price for CommandCentral Aware due upon Installation; and

4. 25% of the Contract Price for CommandCentral Aware due upon Final Acceptance.

Rave Solution:

1. 100% of year 1 price due upon contract execution.

Years 2-5 of each solution will be invoiced annually in advance of each year of the plan in accordance with Table 5.1.

For Lifecycle Support Plan and Subscription Based Services:

Motorola will invoice Customer annually in advance of each year of the plan, or as otherwise stated in the applicable addenda.

Equipment Purchase and Software
License Addendum V.2023.02.20
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 entered into between the Parties, effective as of [________] (the “MCA”).

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

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

2. Delivery of Equipment and Licensed Software.

2.1. Delivery and Risk of Loss. Motorola will provide to Customer the Products (and, if applicable, related Services) set forth in an Ordering Document, in accordance with the terms of the Agreement. Motorola will, using commercially reasonable practices, pack the ordered Equipment and ship such Equipment to the Customer address set forth in the applicable Ordering Document or otherwise provided by Customer in writing, using a carrier selected by Motorola.

Notwithstanding the foregoing, delivery of Equipment (and any incorporated Licensed Software) will occur, and title and risk of loss for the Equipment will pass to Customer, upon shipment by Motorola in accordance with Ex Works, Motorola’s premises (Incoterms 2020). Customer will pay all shipping costs, taxes, and other charges applicable to the shipment and import or export of the Products and Services, as applicable, and Customer will be responsible for reporting the Products for personal property tax purposes. Delivery of Licensed Software for installation on Equipment or Customer-Provided Equipment will occur upon the earlier of (a) electronic delivery of the Licensed Software by Motorola, and (b) the date Motorola otherwise makes the Licensed Software available for download by Customer. If agreed upon in an Ordering Document, Motorola will also provide Services related to such Products.

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

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

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2 3. Licensed Software License and Restrictions.

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

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

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

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

Customer must provide prompt written notice to Motorola at the time temporary transfer is discontinued.

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3 3.5. Resale of Equipment. Equipment contains embedded Licensed Software. If Customer desires to sell its used Equipment to a third party, Customer must first receive prior written authorization from Motorola and obtain written acceptance of the applicable Licensed Software license terms, including the obligation to pay relevant license fees, from such third party.

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, or (ii) the expiration of all applicable warranty periods (as set forth in Section 6.1 – Motorola Warranties below) under this EPSLA, unless this EPSLA or the Agreement is earlier terminated in accordance with the terms of the Agreement.

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

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

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

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

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

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

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

TO THE CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A) DEFECTS IN OR

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

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

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

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

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

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

Data Processing Addendum V.2023.06 1
Data Processing Addendum
This Data Processing Addendum, including its Schedules and Annexes (“DPA”), forms part of the Master Customer Agreement (“MCA” or “Agreement”)) to reflect the parties’ agreement with regard to the Processing of Customer Data, which may include Personal Data. In the event of a conflict between this DPA, the MCA or any Schedule, Annex or other addenda to the MCA, this DPA must prevail.

When Customer renews or purchases new Products or Services, the then-current DPA must apply and must not change during the applicable Term. When Motorola provides new features or supplements the Product or Service, Motorola may provide additional terms or make updates to this DPA that must apply to Customer’s use of those new features or supplements.

1. Definitions.

All capitalized terms not defined herein must have the meaning set forth in the Agreement. “Customer Data” means data including images, text, videos, and audio, that are provided to Motorola by, through, or on behalf of Customer and its Authorized Users or their end users, through the use of the Products and Services. Customer Data does not include Customer Contact Data, Service Use Data, other than that portion comprised of Personal Information, or Third Party Data.
“Customer Contact Data” means data Motorola collects from Customer, its Authorized Users, and their end users for business contact purposes, including without limitation marketing, advertising, licensing, and sales purposes.
“Data Protection Laws” means all data protection laws and regulations applicable to a Party with respect to the Processing of Personal Data under the Agreement. “Data Subjects” means the identified or identifiable person to whom Personal Data relates. “Metadata” means data that describes other data.
“Motorola Data” means data owned by Motorola and made available to Customer in connection with the Products and Services.
“Personal Data” or “Personal Information” means any information relating to an identified or identifiable natural person transmitted to Motorola by, through, or on behalf of Customer and its Authorized Users or their end users as part of Customer Data. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
“Process” or “Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, copying, analyzing, caching, organization, structuring, storage, adaptation, or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

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“Security Incident” means an incident leading to the accidental or unlawful destruction, loss, alteration or disclosure of, or access to Customer Data, which may include Personal Data, while processed by Motorola.
“Service Use Data” means data generated about the use of the Products and Services through Customer’s use or Motorola’s support of the Products and Services, which may include Metadata, Personal Data, product performance and error information, activity logs, and date and time of use. “Sub-processor” means other processors engaged by Motorola to Process Customer Data which may include Personal 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.

2. Processing of Customer Data

2.1. Roles of the Parties. The Parties agree that with regard to the Processing of Personal Data hereunder, Customer is the Controller and Motorola is the Processor who may engage Subprocessors pursuant to the requirements of Section 6 entitled “Sub-processors” below.

2.2. Motorola’s Processing of Customer Data. Motorola and Customer agree that Motorola may only use and Process Customer Data, including the Personal Information embedded in Service Use Data, in accordance with applicable law and Customer’s documented instructions for the following purposes: (i) to perform Services and provide Products under the Agreement; (ii) analyze Customer Data to operate, maintain, manage, and improve Motorola products and services; and (iii) create new products and services. Customer agrees that its Agreement (including this DPA), along with the Product and Service Documentation and Customer’s use and configuration of features in the Products and Services, are Customer’s complete and final documented instructions to Motorola for the processing of Customer Data. Any additional or alternate instructions must be agreed to according to the process for amending Customer’s Agreement. 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. Customer Data may be processed by Motorola at any of its global locations and/or disclosed to Subprocessors. It is Customer’s responsibility to notify Authorized Users of Motorola’s collection and use of Customer 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. Customer represents and warrants to Motorola that it has complied with the terms of this provision.

2.3. Details of Processing. The subject-matter of Processing of Personal Data by Motorola hereunder, the duration of the Processing, the categories of Data Subjects and types of Personal Data are set forth on Annex I to this DPA.

2.4. Disclosure of Processed Data. Motorola must not disclose to or share any Customer Data with any third party except to Motorola’s sub-processors, suppliers and channel partners as necessary to provide the products and services unless permitted under this Agreement, authorized by Customer or required by law. In the event a government or supervisory authority demands access to Customer Data, to the extent allowable by law, Motorola must provide Customer with notice of receipt of the demand to provide sufficient time for Customer to seek appropriate relief in the relevant jurisdiction. In all circumstances, Motorola retains the right to comply with applicable law. Motorola must ensure that its personnel are subject to a duty of Data Processing Addendum V.2023.06 3
confidentiality, and will contractually obligate its sub-processors to a duty of confidentiality, with respect to the handling of Customer Data and any Personal Data contained in Service Use Data.

2.5. Customer’s Obligations. Customer is solely responsible for its compliance with all Data Protection Laws and establishing and maintaining its own policies and procedures to ensure such compliance. Customer must not use the Products and Services in a manner that would violate applicable Data Protection Laws. Customer must have sole responsibility for (i) the lawfulness of any transfer of Personal Data to Motorola, (ii) the accuracy, quality, and legality of Personal Data provided to Motorola; (iii) the means by which Customer acquired Personal Data, and (iv) the provision of any required notices to, and obtaining any necessary acknowledgements, authorizations or consents from Data Subjects. Customer takes full responsibility to keep the amount of Personal Data provided to Motorola to the minimum necessary for Motorola to perform in accordance with the Agreement. Customer must be solely responsible for its compliance with applicable Data Protection Laws. Customer agrees that it has implemented administrative, physical and technical safeguards for Customer’s environment and operations that are no less rigorous than accepted industry practices and shall ensure that all such safeguards comply with applicable data protection and privacy laws. Customer agrees that Motorola shall not be liable for any Security Incident arising from Customer’s breach of this requirement.

2.6. 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 Customer’s failure to comply with its obligations under this Agreement and/or applicable Data Protection Laws. 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.

3. Service Use Data. Except to the extent that it is Personal Information, Customer understands and agrees that Motorola may collect and use Service Use Data for its own purposes, provided that such purposes are compliant with applicable Data Protection Laws. Service Use Data may be processed by Motorola at any of its global locations and/or disclosed to Subprocessors.

4. 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 the Motorola Data and Third Party Data as permitted by Motorola and the applicable third-party data provider, as described in the Agreement or applicable Addendum. Unless expressly permitted in the Agreement or applicable Addendum, Customer must not, and must ensure its Authorized Users must not: (a) use the Motorola Data or Third-Party Data for any purpose other than Customer’s internal business purposes or disclose the data to third parties; (b) “white label” such data or otherwise misrepresent its source or ownership, or resell, distribute, sublicense, or commercially exploit the data in any manner; (c) use such data in violation of applicable laws ; (d) use such data for activities or purposes where reliance upon the data could lead to death, injury, or property damage; (e) remove, obscure, alter, or falsify any marks or proprietary rights notices indicating the source, origin, or ownership of the data; or (f) modify such data or combine it with Customer Data or other data or use the data to build databases. Additional restrictions may be set forth in the Agreement or applicable Addendum. Any rights granted to Customer or Authorized Users with respect to Motorola Data or Third-Party Data must immediately terminate upon termination or expiration of the applicable Addendum, Ordering Document, or the MCA. Further, Motorola or the applicable Third Party Data provider may Data Processing Addendum V.2023.06 4
suspend, change, or terminate Customer’s or any Authorized User’s access to Motorola Data or Third-Party Data if Motorola or such Third Party Data provider believes Customer’s or the Authorized User’s use of the data violates the Agreement, applicable law or by Motorola’s agreement with the applicable Third Party Data provider. Upon termination of Customer’s rights to use of any Motorola Data or Third-Party Data, Customer and all Authorized Users must immediately discontinue use of such data, delete all copies of such data, and certify such deletion to Motorola. Notwithstanding any provision of the Agreement to the contrary, Motorola has no liability for Third-Party Data or Motorola Data available through the Products and Services.

Motorola and its Third Party Data providers reserve all rights in and to Motorola Data and ThirdParty Data not expressly granted in an Addendum or Ordering Document.

5. Motorola as a Controller or Joint Controller. In all instances where Motorola acts as a Controller it must comply with the applicable provisions of the Motorola Privacy Statement at https://www.motorolasolutions.com/en_us/about/privacy-policy.html#privacystatement as each may be updated from time to time. Motorola holds all Customer Contact Data as a Controller and must Process such Customer Contact Data in accordance with the Motorola Privacy Statement.

In instances where Motorola is acting as a Joint Controller with Customer, the Parties must enter into a separate addendum to the Agreement to allocate the respective roles as joint controllers.

6. Sub-processors.

6.1. Use of Sub-processors. Customer agrees that Motorola may engage Sub-processors who in turn may engage Sub-processors to Process Personal Data in accordance with the DPA.

A current list of Sub-processors is set forth at Annex III. When engaging Sub-processors, Motorola must enter into agreements with the Sub-processors to bind them to obligations which are substantially similar or more stringent than those set out in this DPA.

6.2. Changes to Sub-processing. The Customer hereby consents to Motorola engaging Sub-processors to process Customer Data provided that: (i) Motorola must use its reasonable endeavours to provide at least 10 days' prior notice of the addition or removal of any Subprocessor, which may be given by posting details of such addition or removal at a URL provided to Customer in Annex III; (ii) Motorola imposes data protection terms on any Sub-processor it appoints that protect the Customer Data to the same standard provided for by this Addendum; and (iii) Motorola remains fully liable for any breach of this clause that is caused by an act, error or omission of its Sub-processor(s). The Customer may object to Motorola’s appointment or replacement of a Sub-processor prior to its appointment or replacement, provided such objection is based on reasonable grounds relating to data protection. In such event, Motorola will either appoint or replace the Sub-processor or, if in Motorola’s discretion this is not feasible, the Customer may terminate this Agreement and receive a pro-rata refund of any prepaid service or support fees as full satisfaction of any claim arising out of such termination.

6.3. Data Subject Requests. Motorola must, to the extent legally permitted, promptly notify Customer if it receives a request from a Data Subject, including without limitation requests for access to, correction, amendment, transport or deletion of such Data Subject’s Personal Data and, to the extent applicable, Motorola must provide Customer with commercially reasonable cooperation and assistance in relation to any complaint, notice, or communication from a Data Subject. Customer must respond to and resolve promptly all requests from Data Subjects which Motorola provides to Customer. Customer must be responsible for any reasonable costs arising from Motorola’s provision of such assistance under this Section.

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7. Data Transfers
Motorola agrees that it must not make transfers of Personal Data under this Agreement from one jurisdiction to another unless such transfers are performed in compliance with this Addendum and applicable Data Protection Laws. Motorola agrees to enter into appropriate agreements with its affiliates and Sub-processors, which will permit Motorola to transfer Personal Data to its affiliates and Sub-processors. Motorola agrees to amend as necessary its agreement with Customer to permit transfer of Personal Data from Motorola to Customer. Motorola also agrees to assist the Customer in entering into agreements with its affiliates and Sub-processors if required by applicable Data Protection Laws for necessary transfers.

8. Security. Motorola must implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk posed by the Processing of Personal Data, taking into account the costs of implementation; the nature, scope, context, and purposes of the Processing; and the risk of varying likelihood and severity of harm to the data subjects. The appropriate technical and organizational measures implemented by Motorola are set forth in Annex III. In assessing the appropriate level of security, Motorola must weigh the risks presented by Processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data transmitted, stored or otherwise Processed.

9. Security Incident Notification. If Motorola becomes aware of a Security Incident, then Motorola must (i) notify Customer of the Security Incident without undue delay, (ii) investigate the Security Incident and apprise Customer of the details of the Security Incident and (iii) take commercially reasonable steps to stop any ongoing loss of Personal Data due to the Security Incident if in the control of Motorola. Notification of a Security Incident must not be construed as an acknowledgement or admission by Motorola of any fault or liability in connection with the Security Incident. Motorola must make reasonable efforts to assist Customer in fulfilling Customer’s obligations under Data Protection Laws to notify the relevant supervisory authority and Data Subjects about such incident.

10. Data Retention and Deletion.

Except for anonymized Customer Data, as described above, or as otherwise provided under the Agreement, Motorola must delete all Customer Data no later than ninety (90) days following termination or expiration of the MCA or the applicable Addendum or Ordering Document unless otherwise required to comply with applicable law.

11. Audit Rights

11.1 Periodic Audit. Motorola will allow Customer to perform an audit of reasonable scope and duration of Motorola operations relevant to the Products and Services purchased under the Agreement, at Customer’s sole expense, for verification of compliance with the technical and organizational measures set forth in Annex II if (i) Motorola notifies Customer of a Security Incident that results in actual compromise to the Products and/or Services purchased; or (ii) if Customer reasonably believes Motorola is not in compliance with its security commitments under this DPA, or (iii) if such audit is legally required by the Data Protection Laws. Any audit must be conducted in accordance with the procedures set forth in Section 11.3 of this DPA and may not be conducted more than one time per year. If any such audit requires access to confidential information of Motorola’s other customers, suppliers or agents, such portion of the audit may only be conducted by Customer’s nationally recognized independent third party auditors in accordance with the procedures set forth in Section 11.3 of this DPA. Unless mandated by GDPR or Data Processing Addendum V.2023.06 6
otherwise mandated by law or court order, no audits are allowed within a data center for security and compliance reasons. Motorola must, in no circumstances, provide Customer with the ability to audit any portion of its software, products, and services which would be reasonably expected to compromise the confidentiality of any third party’s information or Personal Data.

11.2 Satisfaction of Audit Request. Upon receipt of a written request to audit, and subject to Customer’s agreement, Motorola may satisfy such audit request by providing Customer with a confidential copy of a Motorola’s applicable most recent third party security review performed by a nationally recognized independent third party auditor, such as a SOC2 Type II report or ISO 27001 certification, in order that Customer may reasonably verify Motorola’s compliance with national standards.

11.3 Audit Process. Customer must provide at least sixty days (60) days prior written notice to Motorola of a request to conduct the audit described in Section 11.1. All audits must be conducted during normal business hours, at applicable locations or remotely, as designated by Motorola. Audit locations, if not remote will generally be those location(s) where Customer Data is accessed, or Processed. The audit must not unreasonably interfere with Motorola’s day to day operations. An audit must be conducted at Customer’s sole cost and expense and subject to the terms of the confidentiality obligations set forth in the Agreement. Before the commencement of any such audit, Motorola and Customer must mutually agree upon the time, and duration of the audit. Motorola must provide reasonable cooperation with the audit, including providing the appointed auditor a right to review, but not copy, Motorola security information or materials provided such auditor has executed an appropriate non-disclosure agreement. Motorola’s policy is to share methodology and executive summary information, not raw data or private information.

Customer must, at no charge, provide to Motorola a full copy of all findings of the audit.

12. Regulation Specific Terms

12.1. HIPAA Business Associate. If Customer is a “covered entity” or a “business associate” and includes "protected health information" in Customer Data as those terms are defined in 45 CFR § 160.103, execution of the MCA includes execution of the Motorola HIPAA Business Associate Agreement Addendum (“BAA”). Customer may opt out of the BAA by sending the following information to Motorola in a written notice under the terms of the Customer’s Agreement:
“Customer and Motorola agree that no Business Associate Agreement is required. Motorola is not a Business Associate of Customer’s, and Customer agrees that it will not share or provide access to Protected Health Information to Motorola or Motorola’s subprocessors.”

12.2. FERPA. If Customer is an educational agency or institution to which regulations under the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g (FERPA), apply, Motorola acknowledges that for the purposes of the DPA, Motorola is a “school official” with “legitimate educational interests” in the Customer Data, as those terms have been defined under FERPA and its implementing regulations, and Motorola agrees to abide by the limitations and requirements imposed by 34 CFR 99.33(a) on school officials. Customer understands that Motorola may possess limited or no contact information for Customer’s students and students’ parents. Consequently, Customer must be responsible for obtaining any parental consent for any end user’s use of the Online Service that may be required by applicable law and to convey notification on behalf of Motorola to students (or, with respect to a student under 18 years of age and not in attendance at a post-secondary institution, to the student’s parent) of any judicial order or lawfully-issued subpoena requiring the disclosure of Customer Data in Motorola’s possession as may be required under applicable law.

Data Processing Addendum V.2023.06 7

12.3. CJIS. Motorola agrees to support the Customer’s obligation to comply with the Federal Bureau of Investigation Criminal Justice Information Services (CJIS) Security Policy and must comply with the terms of the CJIS Security Addendum for the Term of this Agreement and such CJIS Security Addendum is incorporated herein by reference. Customer hereby consents to allow Motorola “screened” personnel as defined by the CJIS Security Policy to serve as an authorized “escort” within the meaning of CJIS Security Policy for escorting unscreened Motorola personnel that require access to unencrypted Criminal Justice Information for purposes of Tier 3 support (e.g. troubleshooting or development resources). In the event Customer requires access to Service Use Data for its compliance with the CJIS Security Policy, Motorola must make such access available following Customer’s request. Notwithstanding the foregoing, in the event the MCA or applicable Ordering Document terminates, Motorola must carry out deletion of Customer Data in compliance with Section 10 herein and may likewise delete Service Use Data within the time frame specified therein. To the extent Customer objects to deletion of its Customer Data or Service Use Data and seeks retention for a longer period, it must provide written notice to Motorola prior to expiration of the 30 day period for data retention to arrange return of the Customer Data and retention of the Service Use Data for a specified longer period of time.

12.4. CCPA / CPRA. If Motorola is Processing Personal Data within the scope of the California Consumer Protection Act (“CCPA”) and/or the California Privacy Rights Act (“CPRA”) (collectively referred to as the “California Privacy Acts”), Customer acknowledges that Motorola is a “Service Provider” within the meaning of California Privacy Acts. Motorola must process Customer Data and Personal Data on behalf of Customer and, not retain, use, or disclose that data for any purpose other than for the purposes set out in this DPA and as permitted under the California Privacy Acts, including under any “sale” exemption. In no event will Motorola sell any such data, nor will M. If a California Privacy Act applies, Personal Data must also include any data identified with the California Privacy Act or Act’s definition of personal data. Motorola shall provide Customer with notice should it determine that it can no longer meet its obligations under the California Privacy Acts, and the parties agree that, if appropriate and reasonable, Customer may take steps necessary to stop and remediate unauthorized use of the impacted Personal Data.

12.5 CPA, CTDPA, VCDPA. If Motorola is Processing Personal Data within the scope of the Colorado Privacy Rights Act (“CPA”), the Connecticut Data Privacy Act (“CTDPA”), or the Virginia Consumer Data Protection Act (“VCDPA”) Motorola will comply with its obligations under the applicable legislation, and shall make available to Customer all information in its possession necessary to demonstrate compliance with obligations in accordance with such legislation.

Motorola Contact. If Customer believes that Motorola is not adhering to its privacy or security obligations hereunder, Customer must contact the Motorola Data Protection Officer at Motorola Solutions, Inc., 500 W. Monroe, Chicago, IL USA 90661-3618 or at [email protected].

Data Processing Addendum V.2023.06 8

ANNEX I
A. LIST OF PARTIES
Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union]

1. Name: …
Address: …
Contact person’s name, position and contact details: …
Activities relevant to the data transferred under these Clauses: … Signature and date: …
Role (controller/processor): Controller

2. …
Data importer(s): [Identity and contact details of the data importer(s), including any contact person with responsibility for data protection]

1. Name: Motorola Solutions, Inc.

Address: …
Contact person’s name, position and contact details: …
Activities relevant to the data transferred under these Clauses: … Signature and date: …
Role (controller/processor): Processor

2. …
Data Processing Addendum V.2023.06 9
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred Data subjects include the data exporter’s representatives and end-users including employees, contractors, collaborators, and customers of the data exporter. Data subjects may also include individuals attempting to communicate or transfer personal information to users of the services provided by data importer. Motorola acknowledges that, depending on Customer’s use of the Online Service, Customer may elect to include personal data from any of the following types of data subjects in the Customer Data:
● Employees, contractors, and temporary workers (current, former, prospective) of data exporter;
● Dependents of the above;
● Data exporter's collaborators/contact persons (natural persons) or employees, contractors or temporary workers of legal entity collaborators/contact persons (current, prospective, former);
● Users (e.g., customers, clients, patients, visitors, etc.) and other data subjects that are users of data exporter's services;
● Partners, stakeholders or individuals who actively collaborate, communicate or otherwise interact with employees of the data exporter and/or use communication tools such as apps and websites provided by the data exporter;
● Stakeholders or individuals who passively interact with data exporter (e.g., because they are the subject of an investigation, research or mentioned in documents or correspondence from or to the data exporter);
● Minors; or
● Professionals with professional privilege (e.g., doctors, lawyers, notaries, religious workers, etc.).

Categories of personal data transferred
Customer’s use of the Products and Services, Customer may elect to include personal data from any of the following categories in the Customer Data:
● Basic personal data (for example place of birth, street name, and house number (address), Agreemental code, city of residence, country of residence, mobile phone number, first name, last name, initials, email address, gender, date of birth), including basic personal data about family members and children;
● Authentication data (for example user name, password or PIN code, security question, audit trail);
● Contact information (for example addresses, email, phone numbers, social media identifiers; emergency contact details);
Data Processing Addendum V.2023.06 10
● Unique identification numbers and signatures (for example Social Security number, bank account number, passport and ID card number, driver's license number and vehicle registration data, IP addresses, employee number, student number, patient number, signature, unique identifier in tracking cookies or similar technology); ● Pseudonymous identifiers;
● Financial and insurance information (for example insurance number, bank account name and number, credit card name and number, invoice number, income, type of assurance, payment behavior, creditworthiness);
● Commercial Information (for example history of purchases, special offers, subscription information, payment history);
● Biometric Information (for example DNA, fingerprints and iris scans); ● Location data (for example, Cell ID, geo-location network data, location by start call/end of the call. Location data derived from use of wifi access points); ● Photos, video, and audio;
● Internet activity (for example browsing history, search history, reading, television viewing, radio listening activities);
● Device identification (for example IMEI-number, SIM card number, MAC address); ● Profiling (for example based on observed criminal or anti-social behavior or pseudonymous profiles based on visited URLs, click streams, browsing logs, IPaddresses, domains, apps installed, or profiles based on marketing preferences); ● HR and recruitment data (for example declaration of employment status, recruitment information (such as curriculum vitae, employment history, education history details), job and position data, including worked hours, assessments and salary, work permit details, availability, terms of employment, tax details, payment details, insurance details and location, and organizations);
● Education data (for example education history, current education, grades and results, highest degree achieved, learning disability);
● Citizenship and residency information (for example citizenship, naturalization status, marital status, nationality, immigration status, passport data, details of residency or work permit);
● Information processed for the performance of a task carried out in the public interest or in the exercise of an official authority;
● Special categories of data (for example racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health, data concerning a natural person’s sex life or sexual orientation, or data relating to criminal convictions or offences); or
Data Processing Addendum V.2023.06 11
● Any other personal data identified under applicable law or regulation.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).

Data may be transferred on a continuous basis during the term of the MCA or other agreement to which this DPA applies.

Nature of the processing
The nature, scope and purpose of processing personal data is to carry out performance of Motorola’s obligations with respect to provision of the Products and Services purchased under the MCA and applicable Ordering Documents. The data importer utilizes a global network of data centers and management/support facilities, and processing may take place in any jurisdiction where data importer or its sub-processors utilize such facilities Purpose(s) of the data transfer and further processing
The nature, scope and purpose of processing personal data is to carry out performance of Motorola’s obligations with respect to provision of the Products and Services purchased under the MCA and applicable Ordering Documents. The data importer utilizes a global network of data centers and management/support facilities, and processing may take place in any jurisdiction where data importer or its sub-processors utilize such facilities The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
Data retention is governed by Section 10 of this Data Processing Addendum For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
Transfers to sub-processors will only be for carrying out the performance of Motorola’s obligations with respect to provision of the Products and Services purchased under the MCA and applicable Ordering Documents. The data importer utilizes a global network of data centers and management/support facilities, and processing may take place in any jurisdiction where data importer or its sub-processors utilize such facilities. In accordance with the DPA, the data exporter agrees the data importer may hire other companies to provide limited services on data importer’s behalf, such as providing customer support. Any such sub-processors must be permitted to obtain Customer Data only to deliver the services the data importer has retained them to provide, and they are prohibited from using Customer Data for any other purpose.

Data Processing Addendum V.2023.06 12

ANNEX II

TECHNICAL AND ORGANIZATIONAL MEASURES INCLUDING TECHNICAL AND

ORGANIZATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA Measures of pseudonymization and encryption of personal data Where technically feasible and when not impacting services provided:
● We minimize the data we collect to information we believe is necessary to communicate, provide, and support products and services and information necessary to comply with legal obligations.
● We encrypt in transit and at rest.
● We pseudonymize and limit administrative accounts that have access to reverse pseudonymization.

Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services
In order to ensure ongoing confidentiality, integrity, availability and resilience of processing systems and services, Motorola Solutions Information Protection policy mandates the institutionalization of information protection throughout solution development and operational lifecycles. Motorola Solutions maintains dedicated security teams for its internal information security and its products and services. Its security practices and policies are integral to its business and mandatory for all Motorola Solutions employees and contractors The Motorola Chief Information Security Officer maintains responsibility and executive oversight for such policies, including formal governance, revision management, personnel education and compliance.

Motorola Solutions generally aligns to the NIST Cybersecurity Framework as well as ISO 27001.

Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident Security Incident Procedures Motorola Solutions maintains a global incident response plan to address any physical or technical incident in an expeditious manner. Motorola maintains a record of security breaches with a description of the breach, the time period, the consequences of the breach, the name of the reporter, and to whom the breach was reported, and the procedure for recovering data. For each security breach that is a Security Incident, notification will be made in accordance with the Security Incident Notification section of this DPA.

Business Continuity and Disaster Preparedness Motorola maintains business continuity and disaster preparedness plans for critical functions and systems within Motorola’s control that support the Products and Services purchased under the Agreement in order to avoid services disruptions and minimize recovery risks.

Processes for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processing Motorola periodically evaluates its processes and systems to ensure continued compliance with obligations imposed by law, regulation or contract with respect to the confidentiality, integrity, Data Processing Addendum V.2023.06 13
availability, and security of Customer Data, including personal information. Motorola documents the results of these evaluations and any remediation activities taken in response to such evaluations. Motorola periodically has third party assessments performed against applicable industry standards, such as ISO 27001, 27017, 27018 and 27701.

Measures for user identification and authorization
Identification and Authentication. Motorola uses industry standard practices to identify and authenticate users who attempt to access Motorola information systems. Where authentication mechanisms are based on passwords, Motorola requires that the passwords are at least eight characters long and are changed regularly. Motorola uses industry standard password protection practices, including practices designed to maintain the confidentiality and integrity of passwords when they are assigned and distributed, and during storage.

Access Policy and Administration.. Motorola maintains a record of security privileges of individuals having access to Customer Data. including personal information. Motorola maintains appropriate processes for requesting, approving and administering accounts and access privileges in connection with the Processing of Customer Data. Only authorized personnel may grant, alter or cancel authorized access to data and resources. Where an individual has access to systems containing Customer Data, the individuals are assigned separate, unique identifiers.

Motorola deactivates authentication credentials on a periodic basis.

Measures for the protection of data during transmission Data is generally encrypted during transmission within the Motorola managed environments.

Encryption in transit is also generally required of any sub-processors. Further, protection of data in transit is also achieved through the access controls, physical and environmental security, and personnel security described throughout this Annex II.

Measures for the protection of data during storage
Data is generally encrypted during storage within the Motorola managed environments.

Encryption in storage is also generally required of any sub-processors. Further, protection of data in storage is also achieved through the access controls, physical and environmental security, and personnel security described throughout this Annex II.

Measures for ensuring physical security of locations at which personal data are processed Motorola maintains appropriate physical and environment security controls to prevent unauthorized access to Customer Data, including personal information. This includes appropriate physical entry controls to Motorola facilities such as card-controlled entry points, and a staffed reception desk to protect against unauthorized entry. Access to controlled areas within a facility will be limited by job role and subject to authorized approval. Use of an access badge to enter a controlled area will be logged and such logs will be retained in accordance with Motorola policy.

Motorola revokes personnel access to Motorola facilities and controlled areas upon separation of employment in accordance with Motorola policies. Motorola policies impose industry standard workstation, device and media controls designed to further protect Customer Data, including personal information.

Data Processing Addendum V.2023.06 14
Measures for ensuring personnel security
Access to Customer Data. Motorola maintains processes for authorizing and supervising its employees, and contractors with respect to monitoring access to Customer Data. Motorola requires its employees, contractors and agents who have, or may be expected to have, access to Customer Data to comply with the provisions of the Agreement, including this Annex and any other applicable agreements binding upon Motorola.

Security and Privacy Awareness. Motorola must ensure that its employees and contractors remain aware of industry standard security and privacy practices, and their responsibilities for protecting Customer Data and Personal Data. This must include, but not be limited to, protection against malicious software, password protection, and management, and use of workstations and computer system accounts. Motorola requires periodic Information security training, privacy training, and business ethics training for all employees and contract resources Sanction Policy. Motorola maintains a sanction policy to address violations of Motorola's internal security requirements as well as those imposed by law, regulation, or contract.

Background Checks. Motorola follows its standard mandatory employment verification requirements for all new hires. In accordance with Motorola internal policy, these requirements must be periodically reviewed and include, but may not be limited to, criminal background checks, proof of identity validation and any additional checks as deemed necessary by Motorola.

Measures for ensuring events logging
Protection, and Response. Motorola assesses organization’s effectiveness annually via external assessors who report and share the assessment findings with Motorola Audit Services who tracks any identified remediations. For more information, please see the Motorola Trust Center at https://www.motorolasolutions.com/en_us/about/trust-center/security.html Measures for certification/assurance of processes and products Motorola performs internal Secure Application Review and Secure Design Review security audits and Production Readiness Review security readiness reviews prior to service release. Where appropriate, privacy assessments are performed for Motorola's products and services. A risk register is created as a result of internal audits with assignments tasked to appropriate personnel.

Security audits are performed annually with additional audits as needed. Additional privacy assessments, including updated data maps, occur when material changes are made to the products or services. Further, Motorola Solution has achieved AICPA SOC2 Type 2 reporting and ISO/IEC 27001:2013 certification for many of its development and support operations.

Measures for ensuring data minimization
Motorola Solutions policies require processing of all personal information in accordance with applicable law, including when that law requires data minimization. Further, Motorola Solutions Data Processing Addendum V.2023.06 15
conducts privacy assessments of its products and services and evaluates if those products and services support the principles of processing, such as data minimization.

Measures for ensuring data quality
Motorola Solutions policies require processing of all personal information in accordance with applicable law, including when that law requires ensuring the quality and accuracy of data.

Further, Motorola Solutions conducts privacy assessments of its products and services and evaluates if those products and services support the principles of processing, such as ensuring data quality.

Measures for ensuring limited data retention
Motorola Solutions maintains a data retention policy that provides a retention schedule outlining storage periods for personal data. The schedule is based on business needs and provides sufficient information to identify all records and to implement disposal decisions in line with the schedule. The policy is periodically reviewed and updated.

Measures for ensuring accountability
To ensure compliance with the principle of accountability, Motorola Solutions maintains a Privacy Program which generally aligns its activities to both the Nymity Privacy Management and Accountability Framework and NIST Privacy Framework. The Privacy Program is audited annually by Motorola Solutions Audit Services.

Measures for allowing data portability and ensuring erasure When subject to a data subject request to move, copy or transfer their personal data, Motorola Solutions will provide personal data to the Controller in a structured, commonly used and machine readable format. Where possible and if the Controller requests it, Motorola Solutions can directly transmit the personal information to another organization.

For transfers to (sub-) processors
If, in the course of providing products and services under the MCA, Motorola Solutions transfers information containing personal data to third parties, said third parties will be subjected to a security assessment and bound by obligations substantially similar, but at least as stringent, as those included in this DPA.

Data Processing Addendum V.2023.06 16

ANNEX III

LIST OF SUB-PROCESSORS
EXPLANATORY NOTE:

This Annex must be completed in case of the specific authorization of sub-processors The controller has authorized the use of the following sub-processors:

1. Name: …
Description of processing (including a clear delimitation of responsibilities in case several subprocessors are authorized): …

2. …
Software Products Addendum V.2023.02.20 1
Software Products Addendum
This Software Products Addendum (this “SPA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity set forth in the signature block below or in the MCA (“Customer”), and will be subject to, and governed by, the terms of the Motorola Solutions Customer Agreement entered into between the Parties, effective as of [________] (the “MCA”), and the applicable Addenda. Capitalized terms used in this SPA, but not defined herein, will have the meanings set forth in the MCA or the applicable Addenda.

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

2. Software Systems; Applicable Terms and Conditions.

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

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

2.3. Cloud Hosted Software System. If Customer purchases a “cloud hosted Software System,” where the applicable software is hosted in a data center and provided to Customer as a service (i.e., as hosted Subscription Software), including CommandCentral Products, then such Software Products Addendum V.2023.02.20 2
Subscription Software is subject to the SSA. Any Equipment purchased in connection with a cloud Software System is subject to the EPSLA. Cloud hosted Software Systems described in this Section do not qualify for the System Warranty. System completion, however, is determined in accordance with the provisions of Section 3 – Software System Completion below.

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

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

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

5. On-Premises Software System Warranty. Subject to the disclaimers in the MCA and any other applicable Addenda, Motorola represents and warrants that, on the System Completion Date for an on-premises Software System described in Section 2.1 – On-Premises Software System, or on the applicable Product Completion Date for a specific Product within such onpremises 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 Software Products Addendum V.2023.02.20 3
includes such Products, or on the applicable Product Completion Date, if earlier, instead of commencing upon delivery of the Products in accordance with the terms and conditions set forth in Section 6 – Representations and Warranties; Liabilities of the EPSLA. The warranties set forth in the applicable Addenda are not otherwise modified by this SPA.

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

7. API Support. Motorola will use commercially reasonable efforts to maintain its Application Programming Interface (“API”) offered sold in connection with any Software System. APIs will evolve and mature over time, requiring changes and updates. Motorola will use reasonable efforts to continue supporting any version of an API for 6 months after such version is introduced, but if Motorola determines, in its sole discretion, to discontinue support of an API for any reason, Motorola will provide reasonable advance notification to Customer. If an API presents a security risk, Motorola may discontinue an API without prior notice.

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

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

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

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

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

Software Products Addendum V.2023.02.20 4

10.3. Software Decommissioning. Upon (a) transition of the on-premises Software System as a service to Subscription Software hosted in a data center or (b) any termination of the Subscription Software license for the on-premises Software System as a service, Motorola will have the right to enter Customer Sites and decommission the applicable on-premises Subscription Software that is installed at Customer’s Site or on Customer-Provided Equipment. For clarity, Customer will retain the right to use Licensed Software that is firmware incorporated into Equipment purchased by Customer from Motorola and any Microsoft operating system Licensed Software.

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

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

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

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

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

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

12.3. Availability. Motorola will make reasonable efforts to provide monthly availability of 99.9% for cloud hosted software Products with the exception of maintenance windows. There are many factors beyond Motorola’s control that may impact Motorola’s ability to achieve this goal.

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

Software Products Addendum V.2023.02.20 5

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

Subscription Software Addendum V.2023.02.17 1
Subscription Software Addendum
This Subscription Software Addendum (this “SSA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity set forth in the signature block below or in the MCA (“Customer”), and will be subject to, and governed by, the terms of the Motorola Solutions Customer Agreement entered into between the Parties, effective as of [________] (the “MCA”). Capitalized terms used in this SSA, but not defined herein, will have the meanings set forth in the MCA.

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

2. Delivery of Subscription Software.

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

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

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

2.4. Beta Services. If Motorola makes any beta version of a software application (“Beta Service”) available to Customer, Customer may choose to use such Beta Service at its own discretion, provided, however, that Customer will use the Beta Service solely for purposes of Customer’s evaluation of such Beta Service, and for no other purpose. Customer acknowledges and agrees that all Beta Services are offered “as-is” and without any representations or warranties or other commitments or protections from Motorola. Motorola will determine the duration of the Subscription Software Addendum V.2023.02.17 2
evaluation period for any Beta Service, in its sole discretion, and Motorola may discontinue any Beta Service at any time. Customer acknowledges that Beta Services, by their nature, have not been fully tested and may contain defects or deficiencies.

3. Subscription Software License and Restrictions.

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

3.2. End User Licenses. Motorola may use, engage, resell, or otherwise interface with thirdparty software, hardware or services providers (such as, for example, third-party end point detection and response providers) and other sub-processors, who in turn may engage additional sub-processors to process personal data and other Customer Data. Customer agrees that such third-party software or services providers, sub-processors or their respective sub-processors may process and use personal and other Customer Data in accordance with and subject to their own respective licenses or terms and in accordance with applicable law. Customer authorizes and will provide and obtain all required notices and consents, if any, and comply with other applicable legal requirements, if any, with respect to such collection and use of personal data and other Customer Data by Motorola, and its subcontractors, sub-processors and/or third-party software, hardware or services providers. Notwithstanding any provision to the contrary, to the extent the use or performance of certain Services is governed by any separate license, data requirement, EULA, privacy statement, or other applicable agreement, including terms governing third-party software, hardware or services, including open source software, Customer will comply, and ensure its Authorized Users comply, with any such agreements or terms, which shall govern any such Services.

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

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4. Term.

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

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

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

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

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

4.4. Wind Down of Subscription Software. In addition to the termination rights in the MCA, Motorola may terminate any Ordering Document and Subscription Term, in whole or in part, in Subscription Software Addendum V.2023.02.17 4
the event Motorola plans to cease offering the applicable Subscription Software or Service to customers.

5. Payment.

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

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

5.3. Customer Data. For avoidance of doubt, for Cyber Services so long as not specifically identifying the Customer, “Customer Data,” as defined in the MCA, shall not include, and Motorola shall be free to use, share and leverage security threat intelligence and mitigation data generally, including without limitation, third party threat vectors and IP addresses, file hash information, domain names, malware signatures and information, information obtained from third party sources, indicators of compromise, and tactics, techniques, and procedures used, learned or developed in the course of providing Services

5.4. Future Regulatory Requirements. The Parties acknowledge and agree that Cyber Service is an evolving technological area and therefore, laws and regulations regarding Services may change. Changes to existing Services required to achieve regulatory compliance may be available for an additional fee. Any required changes may also impact the price for Services.

6. Liability.

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

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

TO THE CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A) INTERRUPTION OR FAILURE OF CONNECTIVITY, VULNERABILITIES, OR SECURITY EVENTS; (B) DISRUPTION OF OR DAMAGE TO CUSTOMER’S OR THIRD PARTIES’ SYSTEMS, EQUIPMENT, OR DATA,

INCLUDING DENIAL OF ACCESS TO USERS, OR SHUTDOWN OF SYSTEMS CAUSED BY INTRUSION DETECTION SOFTWARE OR HARDWARE; (C) AVAILABILITY OR ACCURACY OF

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

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6.2. Direct Damages . For avoidance of doubt, notwithstanding the limitation set out in Section

8.2 of the MCA, the direct damages limitation for Cyber services provided under this SSA and limited to the fees, or the portion of fees, relating only to the Cyber Security Services under this SSA, even if such Services are offered or bundled with other Motorola 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 6.1 – Additional Exclusions above, but if Motorola agrees to provide Services to help resolve such issues, Customer will reimburse Motorola for its reasonable time and expenses, including by paying Motorola any Fees set forth in an Ordering Document for such Services, if applicable.

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

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

Flex Maintenance and Support Addendum 1
Flex Maintenance and Support Addendum
This Flex Maintenance and Support Addendum ("Addendum"), is between Motorola Solutions, Inc., (“Motorola"), and ______________ (“Customer”).

For good and valuable consideration, the parties agree as follows:

Section 1: Definitions

1.1 “Coverage Hours” means the hours between 5:00 a.m. and 6:00 p.m., Mountain Time, Monday through Friday, excluding regularly scheduled holidays of Motorola.

1.2 “Documentation” means all written or electronic user documentation for the Software provided by Motorola to Customer. Documentation does not include Motorola marketing materials.

1.3 “Enhancement” means any modification or addition that, when made or added to the Software, changes its utility, efficiency, functional capability, or application, but that does not constitute solely an Error Correction. Motorola may designate Enhancements as minor or major, depending on Motorola's assessment of their value and of the function added to the preexisting Software.

1.4 “Error” means any failure of the Software to conform in all material respects to its functional specifications as published from time to time by Motorola, subject to the exceptions set forth in Section 4.

1.5 “Error Correction” means either a software modification or addition that, when made or added to the Software, establishes material conformity of the Software to the functional specifications, or a procedure or routine that, when observed in the regular operation of the Software, eliminates the practical adverse effect on Customer of such nonconformity. Error Correction services are subject to the exceptions set forth in Section 4.

1.6 “Primary Agreement” means the agreement to which this Addendum is attached.

1.7 “Releases” means new versions of the Software, including all Error Corrections and Enhancements.

1.8 “Response Time” means six (6) or less Coverage Hours, from the time Customer first notifies Motorola of an Error until Motorola initiates work toward development of an Error Correction.

1.9 “Software” means the package of Motorola computer program(s), interfaces and/or data, in machine-readable form only, as well as related materials, including Documentation, initially or subsequently licensed by Customer. Software also includes all Utilities, modifications, new Releases and Enhancements. “Software” specifically excludes Third Party Software, except to the extent otherwise expressly stated in this Addendum.

1.10 “System Application Administrator” means an agent of Customer appointed by Customer, who has been certified on the Software by Motorola, pursuant to the procedures Flex Maintenance and Support Addendum 2
set forth in Section 6 hereof, and is able to communicate effectively with Motorola support personnel in the description and resolution of problems associated with the Software.

1.11 “Support Term” means the entire period during which Customer is receiving support services for the Software under the terms of this Support Addendum, beginning on the installation date of the Software. Support services are included during the Software’s Warranty Period, as defined in Section 6.1 of Motorola’s Software License Agreement, which is the “Initial Support Term.” Thereafter, the Support Term shall automatically renew for successive periods of one year each, unless and until terminated pursuant to Section 8 hereof. In no event, however, shall the Support Term extend beyond the term of the Software License.

1.12 “Third Party Software” means software owned by third parties, whether (i) licensed by the third party to Motorola for distribution to Motorola’s customers with the Software, such as mapping software, database software, paging software or open source software, or (ii) separately acquired by Customer as necessary or appropriate for use in conjunction with the Software, such as word processors, spreadsheets, terminal emulators, etc.

1.13 “Utilities” means the software utilities and tools provided by Motorola as part of the Software, including Motorola’s XML Query, ODBC interface and implementation code, ctperl, dbdump, and dbload, as well as any other software utilities provided by Motorola in connection with the Software.

Section 2: Eligibility For Support

2.1 Support Termination. Motorola’s obligation to provide the support and maintenance services described in this Support Addendum with respect to the Software may be terminated pursuant to Section 8.2.2 or suspended, at Motorola’s discretion, if at any time during the term of this Support Addendum any of the following requirements are not met:

2.1.1 The Software License must remain valid and in effect at all times;

2.1.2 The Software must be operated on a hardware platform, operating system and version approved by Motorola; and

2.1.3 Customer must be current on payment of maintenance and support fees.

2.2 SAA Replacement. Motorola may require Customer to appoint a new Motorola Application Administrator (“SAA”) in order to continue receiving support services or increase Customer’s support fees, if Motorola reasonably determines that the acting SAA does not have the training or experience necessary to communicate effectively with Motorola support personnel.

Section 3: Scope of Services
During the Support Term, Motorola shall render the following services in support of the Software, during Coverage Hours:

3.1 Support Center. Motorola shall maintain a Support Services Control Center capable of receiving from the SAA reports of any software irregularities, and requests for assistance in use of the Software.

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3.2 Services Staff. Motorola shall maintain a trained staff capable of rendering support services set forth in this Support Addendum.

3.3 Error Correction. Motorola shall be responsible for using all reasonable diligence in correcting verifiable and reproducible Errors when reported to Motorola in accordance with Motorola's standard reporting procedures. Motorola shall, after verifying that such an Error is present, initiate work within the Response Time in a diligent manner toward development of an Error Correction. Following completion of the Error Correction, Motorola shall provide the Error Correction through a "temporary fix" consisting of sufficient programming and operating instructions to implement the Error Correction and Motorola shall include the Error Correction in all subsequent Releases of the Software. Motorola supports two (2) versions back from the most recent release version. However, Motorola may, but is not obligated to, provide Error Corrections for any version of the Software other than the most recent Release.

3.4 Software Releases. Motorola may, from time to time, issue new Releases of the Software to its Customers generally, containing Error Corrections, minor Enhancements, and, in certain instances, if Motorola so elects, major Enhancements. Motorola reserves the right to require additional license fees for major Enhancements. Motorola shall provide Customer with one copy of each new Release, without additional charge. Motorola shall provide reasonable assistance to help Customer install and operate each new Release, provided that such assistance, if required to be provided at Customer's facility, shall be subject to the supplemental charges set forth in Motorola’s current Fee Schedule.

3.5 Enhancements. Motorola shall consider and evaluate the development of Enhancements for the specific use of Customer and shall respond to Customer's requests for additional services pertaining to the Software (including, without limitation, data conversion and reportformatting assistance), provided that such assistance, if agreed to be provided, shall be subject to supplemental charges mutually agreed to in writing by Motorola and Customer.

Section 4: Services Not Covered by this Support Addendum The services identified in this section are NOT covered by this Support Addendum. Motorola strongly recommends that Customer secure a separate support agreement with third party vendors for all non-Motorola products. Motorola may, in its discretion, provide such services to Customer upon request, for an additional fee as the parties may agree in writing.

4.1 Third Party Products. Motorola will not provide support for any third party products, including hardware, or support for hardware failure due to the use of any third party products.

Motorola may in its discretion provide first-line support for Third Party Software distributed by Motorola; if not, Motorola will refer Customer to the vendor of such software for resolution of support issues.

4.2 Customized Interfaces and Software. Motorola’s standard support does not include support for any custom interfaces or other customized Software developed by Motorola or any third party for Customer. Support and maintenance services for customized Software are subject to an additional support fee, if agreed in writing between the parties. Such support and maintenance services include bug fixes and minor modifications to the custom interface or software. They do NOT include major revisions or rewrites, such as those required to make a custom interface work with a new or upgraded version of the applicable Flex Maintenance and Support Addendum 4
third party software. Custom interfaces and support therefore are specific to the designated version of the applicable third party software or system. Any major changes to such third party software or system will require a new custom quote for Motorola to modify the custom interface to work with the new version of the third party software or system. Motorola’s support fees may also differ for the new version of the custom interface.

4.3 Network Failures. Motorola will not provide support for any network failures or problems including, but not limited to, cabling, communication lines, routers, connectors, and network software.

4.4 Data Recovery. Motorola’s standard support does not include restoration and/or recovery of data files and/or the operating system. Motorola will, upon request of Customer and subject to its then-current fees for such services, use reasonable efforts to assist Customer in recovering lost data.

4.5 Unauthorized Use. Motorola will not provide support where the problem arises out of any breach of warranty, damages to the Software or its database, data corruption, or support issues, security issues, or performance issues arising out of Customer’s or a third party’s use of the Utilities or any software not specifically licensed by Motorola to Customer for use in connection with the Software. Any assistance provided by Motorola in resolving such problems shall be charged to Customer on a time and materials basis. Additionally, any unauthorized use of the Utilities or other software in connection with the Software by Customer (or by a third party with Customer’s knowledge) may result, at Motorola’s sole option, in voidance of warranties, an increase in the annual maintenance and support fees under this Support Addendum, and/or loss of rights to upgrades under this Support Addendum.

4.6 Database Modifications. Motorola will not provide support for any damages to or problems with the Software or its database, data corruption, support issues, security issues, or performance issues arising from Customer’s utilization of the “write” feature of the ODBC interface to write to or modify the database in any way.

4.7 Misuse or Damage. Motorola will not provide support for Software problems caused by Customer misuse, alteration or damage to the Software or Customer’s combining or merging the Software with any hardware or software not supplied by or identified as compatible by Motorola, customizing of programs, accident, neglect, power surge or failure, lightning, operating environment not in conformance with the manufacturer's specifications (for electric power, air quality, humidity or temperature), or Third Party Software or hardware malfunction.

4.8 Operating System. Motorola is not responsible for supporting, configuring, maintaining, or upgrading the operating system, including, but not limited to, backups, restores, fixes, and patches, or for providing assistance with problems caused by operating system installation, configuration, errors, maintenance or repair, or using incorrect versions of the operating system.

4.9 Onsite Visits. Onsite service visits to Customer’s facility by Motorola are subject to additional charges, as set forth in Section 7.5.

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4.10 Printers. Motorola is not responsible for supporting printers connected to the back of terminals/personal computers (commonly called pass-through printing) or network printers are not supported by Motorola.

Section 5: Obligations of Customer

5.1 Software Connectivity. Customer must maintain and provide, at no cost to Motorola, a CJIS-approved broadband internet connection to the server used with the Software, 24 hours per day, 7 days per week, to facilitate remote support utilities enabling Motorola support personnel to connect to and provide assistance with the server used with the Software. Third party connectivity tools, such as client VPN software, which must be installed on Motorola equipment, cannot be required by Customer.

5.2 Customer Representative During Onsite Visits. Customer’s SAA or another authorized representative of Customer must be present when any onsite support is provided. Customer agrees that if such representative is not present when the Motorola representative arrives onsite, the Motorola representative shall notify an appropriate representative of Customer, if feasible, that there is no Customer IT representative present. If Customer's IT representative does not arrive within a reasonable time, no work will be performed and Customer will be charged for Motorola’s expenses relating to the visit. If Motorola’s on-site support person determines that changes to Customer’s system (hardware or software) are required or advisable, it will inform Customer’s representative. If such representative is not authorized to make or approve changes to Customer’s system, as applicable, Customer will promptly make available such a person.

5.3 English Language. All communications between Customer and Motorola must be in the English language.

5.4 SAA Assignment. Customer is responsible for providing one or more qualified Motorola Application Administrators as described in Section 6 hereof. At least one authorized representative, identified to Motorola by Customer in writing with contact information, must be available at all times; however, after-hours availability is required only when and if Customer is requesting after-hours support from Motorola.

5.5 Security. Customer is responsible for providing all network and server security.

5.6 Error Information. Customer must provide Motorola with information sufficient for Motorola to duplicate the circumstances under which an Error in the Software became apparent.

5.7 CJIS Compliance. Customer is responsible for its own adherence to the FBI Criminal Justice Information Services (CJIS) Security Policy, the Health Insurance Portability and Accountability Act of 1996 (HIPAA) (to the extent applicable) and any other applicable security and privacy laws and regulations. Motorola will reasonably cooperate with Customer in connection therewith.

Section 6: SAA and Support Contact Requirements

6.1 Certification. Customer’s designated SAA must be certified by Motorola within one year of the date of Customer’s cutover to live operation of the Software (“Go-live”). The designated SAA must meet the following requirements in order to certify at the basic level:

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6.1.1 Attend and participate in, and successfully pass the final written and practical examinations from the following courses within one hundred twenty (120) days of installation of the Software:
i. System Introduction – Inquiry,
ii. System Introduction – Data Entry & Modification,
iii. Basic System Administration, and
iv. General training applicable to the Software used by Customer.

6.1.2 Pass the Basic SAA exam within one year after the agency’s Go-live date.

6.2 SAA Training Costs. Customer will be responsible for the costs of such training, including any course fees, travel, and lodging expenses.

6.3 SAA and Support Contact Information. Contact information for Customer’s SAA(s) and other authorized support contacts must be provided by Customer to Motorola’s Technical Services department. Any changes to Customer’s SAA and support contacts names and contact information must be promptly provided to Motorola’s support department.

6.4 Qualifications. Each designated SAA and Customer support contact must be qualified to address, or have other support resources to address, without the aid of Motorola, all problems relating to hardware, software, or operating system not directly associated with the Software.

Section 7: Fees and Charges

7.1 Support Fees. During the Initial Support Term, support services are included as part of the initial purchase price paid by Customer. Thereafter, Customer shall pay Motorola the applicable support fees or Motorola support invoice, and any other charges or fees described herein. Motorola reserves the right to change its support fee, effective upon no less than 90 days written notice to Customer prior to the end of the current annual period.

7.2 Support Fee Invoices. Motorola shall invoice Customer for annual Support Fees at the beginning of each contract year. In the event that additional billable work is performed, all billable charges and expenses will be invoiced to Customer at the beginning of the month following the month in which those charges and expenses accrued or were incurred.

Customer shall pay the invoiced amounts immediately upon receipt of such invoices. Any amount not paid within thirty (30) days after the invoice date shall bear interest at the rate of eighteen (18) percent per year or the highest rate allowed by applicable law, whichever is less.

7.3 Equipment Fees. Customer shall be responsible for and agrees to pay the fees and charges incurred for procuring, installing, and maintaining all equipment, telephone lines, modems, communications interfaces, networks, and other products necessary to operate the Software.

7.4 After-Hours Charges. Customer agrees to pay additional charges according to the Motorola Fee Schedule for all work required by Customer and performed outside of Coverage Hours. These charges are applicable for any work performed outside of the Coverage Hours, REGARDLESS OF THE CAUSE, even if the requested work was reported and/or initiated during normal Coverage Hours.

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7.5 Onsite Support If Customer requests onsite support services, Customer shall reimburse Motorola for all labor, travel, and related expenses incurred by Motorola in providing such support services.

7.6 Additional Fees. Additional support fees may be required by Motorola if there is a significant increase in Customer's size with respect to use of the Software. An increase in size may arise either out of Customer's internal growth or out of a Host Agency/Shared Agency arrangement, if applicable. Relevant factors include number of employees, number of dispatchers and/or number of jail beds. Payment of such additional Support Fees is due within thirty (30) days of the date of the invoice for such fees. Such fees will be prorated, based upon the date during the contract year the increase in Customer's size occurred.

Additionally, Motorola may adjust support fees based on changes in (1) additional licenses or modules purchased by Customer, (2) Customer’s hardware, (3) the Coverage Hours selected by Customer, or (4) Customer’s violation of the restrictions set forth in Section 4.5 hereof.

7.6.1 Inflation Adjustment. At the end of the first year of the Addendum and each year thereafter, a CPI percentage change calculation shall be performed using the U.S. Department of Labor, Consumer Price Index, all Items, Unadjusted Urban Areas (CPI-U). Should the annual inflation rate increase greater than 3% during the previous year, Motorola shall have the right to increase all future maintenance prices by the CPI increase amount exceeding 3%. All items, not seasonally adjusted shall be used as the measure of CPI for this price adjustment. Measurement will take place once the annual average for the New Year has been posted by the Bureau of Labor Statistics. For purposes of illustration, if in year 5 the CPI reported an increase of 8%, Motorola may increase the Year 6 price by 5% (8%-3% base).

Section 8: Termination

8.1 Automatic Termination. This Support Addendum shall automatically terminate immediately upon termination of the Software License for any reason.

8.2 Termination by a Party. Either party may terminate this Support Addendum as follows:

8.2.1 If either Motorola or Customer provides a written notice to the other party, at least 90 days prior to the end of the then-current Support Term, of its intent to terminate this Support Addendum at the end of such Support Term; or

8.2.2 Upon 30 days prior written notice, if the other party has materially breached any provision of this Support Addendum and the offending party has not cured such breach within the 30-day notice period.

8.3 Final Invoicing upon Termination. Following termination of this Support Addendum, Motorola shall immediately invoice Customer for all accrued fees, charges, and reimbursable expenses; and Customer shall pay the invoiced amount immediately upon receipt of such invoice.

Flex Maintenance and Support Addendum 8
Section 9: General

9.1 Incorporation of Additional Terms. The terms of Section 2.1 (Products); Section 6.5 (Warranty Disclaimer); Section 8 (Limitation of Liability); Sections 9 & 10 (Confidentiality and Proprietary Rights); Section 12 (Disputes); and all of the General provisions in Section 13 are hereby incorporated into this Agreement by reference.

END
{00035755;2}

AVIGILON CORPORATION
ACCESS CONTROL MANAGER (ACM) software
ACM Embedded Controller (ACM EC) software
Terms and Conditions of Use
IMPORTANT - PLEASE READ CAREFULLY: These terms ("Agreement") constitute a legal agreement between you (either an individual person, the company, or the organization that has licensed this software, who will be referred to as "Licensee", "You" and, where appropriate, "Your") and Avigilon Corporation for the Avigilon software product and related materials that accompany this agreement. By clicking the "Accept" button, opening the package, downloading the product, using the equipment that contains this software, or otherwise using this software, You acknowledge that You have read, understand, and agree to become bound by the terms of this agreement.

If You do not agree with the terms of this agreement, do not install and/or use the software or equipment containing the software; instead, You should return the software to Your place of purchase for a full refund. If You do not have the authority to bind the Licensee to these terms, do not install and/or use the software or equipment containing the software.

1. Definitions

1.1 “Appliance Products” means all computer hardware, access control components and accessories purchased from the Company and utilized in conjunction with the Software.

1.2 “Authorized Systems” means computer systems and related Appliance Products purchased by Licensee, and authorized pursuant to the Documentation, and shall be further limited to systems owned, operated or under the supervision and control of Licensee.

1.3 “Authorized Users” means persons authorized by the Licensee to install, operate or use the Software.

1.4. “Company” means Avigilon Corporation with an address at Suite 378, 101-1001 West Broadway, Vancouver, British Columbia, Canada, V6H 4E4, and its affiliates.

1.5 “Documentation” means Company’s standard user manuals and/or related documentation respecting the Software

1.6 “Equipment” means computer systems and related Appliance Products purchased by Licensee, and authorized pursuant to the documentation provided with this Software, and shall be further limited to systems owned, operated or under the supervision and control of Licensee. {00035755;2}

1.7 “Licensee” means the employer, company or other legal entity, on behalf of which You enter into this Agreement; provided that You have the legal authority on behalf of such employer, company or other legal entity to bind the employer, company or other legal entity to the terms and conditions of this Agreement; provided further that in the event that You do not, then You and the Licensee shall not be authorized to use the Software and any use shall constitute a violation of law.

1.8 “Software” means the Avigilon Access Control Manager (“ACM”) or the Avigilon Access Control Manager Embedded Controller (“ACM EC”) packaged computer program and patches, including upgrades, updates and new releases, in object code and related documentation that is provided along with this Agreement.

1.9 “Third Party Components” means all third party code, software, and APIs, including third party code included or embedded in the Software and components referenced in the delivered file ACM THIRDPARTYLICENSE.TXT or in any file entitled "README", "COPYING", "COPYRIGHT", "LICENSE", "AGREEMENT " or a substantially similar title (any such file referred to herein as a “README FILE”), included with the Software or a fix pack or update to the Software.

1.10 “You” (and where appropriate “Your”) means the person accepting this Agreement on behalf of the Licensee and for him/herself, consistent with the preamble to this Agreement.

2. License

2.1 Subject to the terms and conditions of this Agreement, Company hereby grants to Licensee a non-exclusive, non-transferable, non-sublicenseable right and license to install and operate the Software on one (1) or more Authorized Systems, solely in accordance with applicable Documentation provided by Company, solely for use by Authorized Users, and solely for Licensee’s internal business purposes. Each copy of the Software is licensed for use within the scope provided for by the license key or written permission.

2.2 Subject to the terms and conditions of this Agreement, Company hereby grants to Licensee a non-exclusive, non-transferable, nonsublicenseable right and license to make a reasonable number of copies of the Documentation provided by Company, solely for use by Authorized Users in connection with the exercise of rights granted in Section 3.1.

2.3 Licensee acknowledges and agrees that it shall be responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User, which, if undertaken by Licensee, would constitute a breach of this Agreement, shall be deemed a breach of this Agreement by Licensee. Licensee shall undertake reasonable efforts to make all Authorized Users aware of the provisions of this Agreement as applicable to such Authorized User’s use of the Software, and shall cause Authorized Users to comply with such provisions.

2.4 Delivery of one (1) copy of each of the Software and the Documentation shall be deemed complete upon download of the Software and {00035755;2}
Documentation, or receipt by Licensee of media upon which the Software and Documentation are digitally stored, and such download or receipt (as the case may be) shall constitute acceptance by Licensee of the Software and Documentation. Unless otherwise agreed between the Parties in a separate written agreement, Company shall have no obligation to install or configure the Software for or on behalf of Licensee.

2.5 Licensee may not and may not have any third party copy, reproduce, modify or otherwise adapt the Software, including for the purposes of correcting any errors thereof, translate, disassemble, decompile or reverse engineer the Software or perform any other act in order to reconstitute the source code, for itself or on behalf of any third party, company or legal entity. All rights not expressly granted herein are reserved by Company.

2.6 It is Licensee’s responsibility to provide the adequate hardware and software equipment necessary to ensure the proper functioning of the Software.

2.7 No software component integrated into the Software can be used independently of the Software except if Licensee has been granted independent rights of use for the software components under a separate written license agreement with Company.

2.8 Licensee will not use the Software or Documentation for any purposes beyond the scope of the licenses granted in this Agreement.

2.9 Without limiting the generality of the foregoing, Licensee will not (i) authorize or permit use of the Software or Documentation by persons other than Authorized Users; (ii) market or distribute the Software or Documentation; (iii) assign, sublicense, sell, lease or otherwise transfer or convey, or pledge as security or otherwise encumber, Licensee’s rights under the licenses granted herein; (iv) use the Software in any time-sharing or service bureau arrangement, including, without limitation, any use to provide services or process data for the benefit of, or on behalf of, any third party; (v) modify the Software or Documentation, except with the prior written consent of Company; (vi) combine or integrate the Software with hardware, software or technology not provided to Licensee by Company hereunder, provided that use of the standard application programming interface of the Software, as contemplated in the Documentation, will not be considered to violate the foregoing; or (vii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the Software is compiled or interpreted, and Licensee hereby acknowledges that nothing in this Agreement shall be construed to grant Licensee any right to obtain or use such source code.

3. Ownership of copyright – indemnification

3.1 Company retains all exclusive right, title, interest and ownership in and to the Software and components and all derivative works, modifications, and extensions thereto, no matter by whom such is created as well as any patent, trademark or copyrights associated with the Software and components and all derivative works, modifications, and {00035755;2}
extensions thereto and its related documentation (the “Works”).

Additionally, this Agreement does not grant You any rights in connection with any trademarks of the Company.

3.2 In the event any such Works do not fall within the specifically enumerated works that constitute works made for hire under the applicable copyright or patent laws, Licensee hereby, on its own behalf and on behalf of any entity that it is contracting with, irrevocably, expressly and automatically assigns all right, title and interest worldwide in and to such Works to Company, including, without limitation, all copyright, patent rights, trade secrets, trademarks, moral rights and all other applicable proprietary and intellectual property rights. Licensee shall not, nor permit the entity on whose behalf You act, otherwise copy, translate, modify, decompile, disassemble, reverse engineer or adapt in any manner the Software, except as specifically authorized under applicable laws or by Company in writing; provided that where Company has specifically granted Licensee in writing the right to use the Software in order to deliver Software components that are executable and as source code specifically for the purpose of customizing Licensee’s own dashboard and tools, Licensee may use the Software for that specific purpose.

3.3 If an action is brought against Licensee claiming that the Software infringes a patent or copyright, Company will defend Licensee at Company’s expense and, subject to this section and Section 7, pay the damages and costs finally awarded against Licensee in the infringement action, but only if (1) Licensee notifies Company immediately upon learning that the claim might be asserted, (2) Company has sole control over the defense of the claim and any negotiation for its settlement or compromise, and (3) Licensee takes no action that, in Company’s judgment, is contrary to Company’s interest. This indemnity is not provided to the extent excluded under Section 5 below.

3.4 If a claim described in the above section may be or has been asserted, Licensee will permit Company, at Company’s sole option and expense, to (1) procure the right to continue using the Software, (2) replace or modify the Software to eliminate the infringement while providing functionally equivalent performance, or (3) accept the return of the Software and refund to Licensee an amount equal to the pro-rata portion of the license price actually paid by Licensee over the period the Software could not be used.

4. Third Party Components

4.1 Notwithstanding the terms and conditions of any other agreement the Licensee may have entered into with Company, whether orally or in writing, the following terms and conditions apply to all Third Party Components.

4.2 The Software and future updates and fix packs to the Software may contain certain Third Party Components which are provided to Licensee under terms and conditions which are different from this Agreement, or which require Company to provide Licensee with certain notices and/or information. The Third Party Component will contain or be accompanied by its own license agreement set out in the applicable delivered file as per {00035755;2}
Section 2.8, or included among the Software's paper documentation, if any.

4.3 Licensee’s use of each Third Party Component which contains, or is accompanied by, its own license agreement, or for which Company has identified a license agreement in a delivered file as per Section 2.8 (or in a file or files referenced therein), will be subject to the terms and conditions of such other license agreement, and not this Agreement.

4.4 By using or not uninstalling such Third Party Components after the initial installation of such Third Party Components (thereby giving You access to the applicable license agreements, notices and information), Licensee acknowledges and agrees to all such license agreements, notices and information, including those provided only in the English language. Licensee agrees to review any updated delivered files as per Section 2.8, which accompany updates and fix packs to the Software.

4.5 All Third Party Components are provided on an "AS IS" basis.

Company DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES AND CONDITIONS INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF NONINFRINGEMENT, AGAINST LATENT DEFECTS, OR INTERFERENCE, AND THE IMPLIED

WARRANTIES AND CONDITIONS OF MERCHANTABILITY, UNSATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE. Company will not be liable to You, or indemnify You, for any claims related to the Third Party Components and Company will not be liable for any direct, indirect, incidental, special, exemplary, punitive or consequential damages with respect to the Third Party Components.

5. No warranty

5.1 THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS. COMPANY DISCLAIMS

ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT

NOT LIMITED TO, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT,

UNSATISFACTORY QUALITY, AGAINST LATENT DEFECTS, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

5.2 COMPANY DOES NOT WARRANT OR REPRESENT THAT THE SOFTWARE (A) OPERATES OR WILL OPERATE ERROR FREE OR UNINTERRUPTED; (B) WILL OPERATE IN

COMBINATION WITH ANY SOFTWARE, HARDWARE OR OTHER COMPONENT WHICH MAY BE SELECTED FOR USE BY LICENSEE; OR (C) HAS OR WILL HAVE ALL PROGRAM DEFECTS CORRECTED.

5.3 THE SOFTWARE AND RELATED APPLIANCE PRODUCTS ARE NOT DESIGNED,

MADE, CONCEIVED AND/OR LICENSED FOR USE IN DANGEROUS OR HAZARDOUS

ENVIRONMENTS, NOR DOES THE SOFTWARE ENSURE THAT THERE WILL BE NO SECURITY BREACHES. LICENSEE AGREES AND LICENSEE ACKNOWLEDGES THAT IT WILL PROCURE

INSURANCE COVERAGE FOR THE PURPOSE OF PROTECTING IT AGAINST ALL RISKS

RELATING TO LOSSES ASSOCIATED WITH SECURITY OR SAFETY BREACHES, VIOLATIONS, OR ISSUES. Any product description (whether in specifications, samples, models, bulletin, drawings, diagrams, engineering sheets, or similar materials used in connection with the Licensee’s order) are for the sole purpose of identifying the Software or Appliance Products and shall not be construed as an express warranty or {00035755;2}
condition. Any suggestions by Company or Company’s agents regarding use, applications, or suitability of the Appliance Products shall not be construed as an express warranty or condition unless confirmed to be such in writing by Company. Company does not represent that the products it sells (including without limitation the Appliance Products) may not be compromised or circumvented; that the products will prevent any personal injury or property loss by burglary, robbery, fire or otherwise, or that the Company’s products (including without limitation the Appliance Products) will in all cases provide adequate warning or protection.

Licensee understands and will cause its customers to understand that a properly installed and maintained access control solution is not insurance or a guarantee that burglary, robbery, fire, or otherwise will not occur or will not cause or lead to personal injury or property loss.

CONSEQUENTLY, COMPANY SHALL HAVE NO LIABILITY FOR ANY PERSONAL INJURY,

PROPERTY DAMAGE OR OTHER LOSS BASED ON ANY CLAIM AT ALL INCLUDING A CLAIM THE APPLIANCE PRODUCT FAILED TO GIVE ADEQUATE WARNING. However, if Company is held liable whether directly or indirectly for any loss or damage with respect to the Software or any products it sells, regardless of cause or origin, its maximum liability shall not in any case exceed the purchase price of the Appliance Product, which shall be fixed as liquidated damages and not as a penalty, and shall be the complete and exclusive remedy against the Company in such event.

6. Limitation of liability

6.1 UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE FOR ANY

CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON LICENSEE’S CLAIMS

OR THOSE OF ITS USERS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF

DATA, GOODWILL, USE OF MONEY OR USE OF THE SOFTWARE, INTERRUPTION IN USE

OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER

ASSETS) ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY,

BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY, OR IN TORT OR OTHERWISE.

6.2 IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH COMPANY MAY INCUR

IN ANY ACTION OR PROCEEDING EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY LICENSEE FOR THE SPECIFIC SOFTWARE THAT DIRECTLY CAUSED THE DAMAGE. THIS

SECTION SHALL NOT APPLY TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY

EXCLUDES ITS ENFORCABILITY, DESPITE THE FOREGOING EXCLUSION AND LIMITATION.

7. Confidentiality

7.1 Licensee acknowledges that the Software incorporates confidential information developed or acquired by or licensed to Company. The confidential information includes without limitation, source code, object code, interfaces, APIs, dashboards, and all components of the Software.

Licensee agrees that it will not use the Software and any confidential information provided therein, except for authorized use as specifically provided herein, that it shall not disclose to any third party nor permit any other to disclose the Software and any confidential information to any person or entity that is not a Licensee as defined herein, and agrees to take all reasonable precautions necessary to safeguard the {00035755;2}
confidentiality of the Software and any confidential information provided therein.

8. Termination

8.1 Upon termination of this Agreement for any reason, all rights granted to Licensee hereunder shall cease, and Licensee shall destroy all copies of the Software, and at Company’s request certify such destruction in writing.

8.2 The provisions of Sections 4.1, 4.2, 6, 7, 8, 12 and any payment obligations will survive the termination of this Agreement.

9. Assignment

9.1 Licensee shall not assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without Company’s prior approval, which it may withhold at its sole discretion. Any assignment, delegation or transfer in violation of this clause shall be deemed null and void.

9.2 Company shall have the right to immediately terminate this Agreement and any licenses contained herein at any time if Licensee changes controls pursuant to the acquisition, through sale, merger or otherwise of more than 50% of its shares or voting rights.

10. U.S. GOVERNMENT RESTRICTED RIGHTS

10.1 This Section only applies if the end user is a department, agency, or instrumentality of the government of the United States of America. The Software and Documentation are “Commercial Items”, as that term is defined at FAR 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in FAR 12.212 or DFAR 227.7202 (as applicable), and: (a) were developed at private expense prior to provision to any U.S. Government entity; and (b) are provided with “restricted rights” and under licenses customarily provided to the public to the extent such licenses are consistent with U.S. federal law and otherwise satisfy the U.S. government’s needs. Accordingly, consistent with FAR 12.212 or DFAR 227.7202-1 through 227.7202-4 (as applicable), the Software and Documentation are being licensed to U.S. Government end users: (a) only as Commercial Items; and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

11. COLLECTION OF DATA

11.1 By Licensee’s acceptance of the terms of this Agreement, Licensee agrees that Company may collect, from time to time, information about the computer(s) on which Licensee has installed or will be using the Software. This information represents a configuration of Licensee’s computer(s) but includes no personal information, information about other software or data on Licensee’s computer, or information about the specific make or model of Licensee’s computer(s). A hash of this information may be disclosed to a third party vendor, Flexera Software {00035755;2}
LLC (“Flexera”), to assist with management and enforcement of Licensee’s hardware and software keys. Company may also disclose to Flexera Licensee’s business name, the business name from whom Licensee purchased the Software, the name of the site on which the Software is installed, and the other hardware and software keys installed at that site (if any). The information will be used solely to associate Licensee’s computer(s) with the hardware and software keys and to identify Licensee’s computer(s). The Flexera Privacy Policy can be found at: https://www.flexerasoftware.com/legal/privacy-policy.html.

12. Miscellaneous

12.1 It is agreed by Licensee that any violation of the scope of any license provided in this Agreement, or any intellectual property right in this Agreement shall entitle Company to injunctive relief or other equitable remedies from any court of competent jurisdiction.

12.2 This Agreement and performance hereunder will be governed by the laws of the Province of British Columbia and the laws of Canada applicable therein without reference to principles of conflicts of laws and the courts in Vancouver, British Columbia and the courts of appeal therefrom will have exclusive jurisdiction to hear any proceedings relating to this Agreement.

12.3 If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement, unless Company in good faith deems the unenforceable provision to be essential, in which case Company may terminate this Agreement effective immediately upon notice to Licensee.

12.4 Except as specifically stated herein, this Agreement constitutes the complete and entire statement of all conditions and representations of the agreement between Company and Licensee with respect to its subject matter and supersedes all prior writings or understandings. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

12.5 The waiver or failure of Company to exercise in any respect any right provided herein will not be deemed a waiver of any further right hereunder.

12.6 If You are a business, company or organization, You agree that upon request from Company or its authorized representative You will within thirty (30) days fully document and certify that use of any and all Company software at the time of the request is in conformity with Your valid license(s) from Company.

City of Huntington Park, CA June 28, 2024
Integrated Flex Suite, CommandCentral Aware, and Video Security Solution Appendices
Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted

Page 7 ends

Huntington Park City CouncilAugust 20, 2024

Huntington Park City Council
August 20, 2024